Angels of Fur K9 Rescue Inc.
A Nonprofit Corporation
ARTICLE 1 – Angels of Fur K9 Rescue Inc. **obstucted as a board members physical address** Mailings to: P.O. Box 586, Westmoreland NY 13490
SECTION 1. Angels of Fur K9 Rescue Inc.
This organization shall be known as Angels of Fur K9 Rescue Inc., and shall be referred to as AOF in this document.
SECTION 2. PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its business is located in Rome, NY, and is recorded with the Secretary of State of New York. In addition to the principal office, AOF shall maintain an on line office at www.angelsoffur.com or at such other internet site or domain as may be designated in the future. The purpose and goal of having an on-line office is to enable and enhance all aspects of business and to effect immediate communication with all interested and concerned parties. This is imperative given that AOF is a corporation whose business and activities are designed to not be limited to the State of New York, but which is designed to be national and international in nature.
SECTION 3. CHANGE OF ADDRESS
The address of AOF's principal office can be changed only by the President at any time as may be necessary. Any change of address may be noted below and may be posted on the AOF website. Such changes of address shall not be deemed an amendment of these Bylaws and are made only for the purpose of public notice:
Address: __P.O. Box 586, Westmoreland NY 13490 _______________ Dated: _May 1, 2012___________
Address: _**obstructed as a board members physical address** ___________________
SECTION 4. OTHER OFFICES
AOF may also have offices at such other places, within or without the State of New York, where it is qualified to do business, as its business may require and as the board of directors may, from time to time, designate.
SECTION 5. ON LINE OFFICE AND WEBSITE
AOF may create, establish and/or maintain a website and conduct business on line via the Internet, and may maintain a domain name, site, and/or on line office, forum, place of meeting, or other Internet services to foster and facilitate any and all aspects of business or conduct of the affairs of the Corporation more effectively, efficiently and economically with access of services to a greater number of people, over a greater geographical area, than could possibly be done via a static location. Initially said on line website shall have the Internet address (URL) ofwww.angelsoffur.com; this website or address may be changed at any time by the President, Director, officer, webmaster or any agent so designated by AOF.
ARTICLE 2 -- DIRECTORS
SECTION 1. NUMBER
AOF shall have not less than one (1) or more than fifteen (15) directors, with the exact number to be fixed within these limits by approval of the Board of Directors, in the manner provided in these Bylaws. Collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.
SECTION 2. QUALIFICATIONS
Members of the Board of Directors shall be a minimum of eighteen (18) years of age and not have any animal cruelty or negligence claims against them in the past or present.
SECTION 3. POWERS
Subject to the provisions of the NEW YORK NONPROFIT CORPORATION ACT and any limitations in the Articles of Incorporation and Bylaws of this corporation, the activities and affairs of AOF shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 4. DUTIES
It shall be the duty of the directors to:
Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of AOF, or by these Bylaws;
Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, or agents of AOF;
Supervise all officers, agents and volunteers of AOF to assure that their duties are performed properly;
Meet at such times and places as required by these Bylaws;
Register their addresses with AOF and notices of meetings mailed, telephoned, emailed or otherwise communicated to them at such addresses shall be valid notices thereof.
SECTION 5. TERMS OF OFFICE
The President who is the founder and original incorporator is designated as Director of the Corporation and Chief Executive Officer (CEO) and shall as the founder of AOF serve a perpetual term of office or until resignation. Each other director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and/or until his or her qualified successor is elected, appointed or otherwise designated by the President; the President may designate a longer term of office as may be necessary for any director, given mitigating circumstances and the high level of qualifications and experience related to the nature of business of AOF and the fact that this may necessitate that directors be persons who are well qualified in this regard.
SECTION 6. COMPENSATION
Directors shall serve without compensation. In addition, they may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to AOF in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at such places within or without the State of New York which have been designated from time to time by resolution of the Board of Directors; on line or teleconference meetings may also be held whenever necessary, applicable or expedient.
Any meeting, regular or special, may be held by conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply:
Each director participating in the meeting can communicate with all of the other directors concurrently;
Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by AOF;
AOF adopts and implements some means of verifying 1) that all persons participating in the meeting are directors of AOF or are otherwise entitled to participate in the meeting, and 2) that all actions of, or votes by, the board are taken and cast only by directors and not by persons who are not directors.
SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors shall be held as necessary, one to six times per year and a minimum of one time per year, to be scheduled at the convenience of the directors.
The annual meeting of Directors shall be held at a time and place as is designated by the President and communicated to the Directors at least thirty (30) days prior to said meeting, taking into consideration such factors as legal holiday, illness of Directors, and/or other mitigating circumstances. AOF makes no provision for members At Large to attend the annual meeting. Therefore, at the annual meeting of directors, directors shall be elected by the Board of Directors in accordance with this section. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each director shall cast one vote, with voting being by ballot only.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson of the board, the President, the Vice President, the Secretary, or by any two directors, and such meetings shall be held at the place, within or without the State of New York, and the time and place designated by the person or persons calling the meeting.
SECTION 10. NOTICE OF MEETINGS
Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone, telegraph, email or other means. If sent by mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. Such notices shall be addressed to each director at his or her address as shown on the books of AOF. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
SECTION 11. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day and time of the meeting. The purpose of any board meeting need not be specified in the notice.
SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of a majority of the current number of Directors.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of AOF, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.
When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 9 of this Article.
The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of AOF.
SECTION 14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of AOF, or New York statute, require a greater percentage or different voting rules for approval of a matter by the board.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of AOF or, in his or her absence, by the Vice President of AOF or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of AOF shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by the current edition of Roberts' Rules of Order; as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of AOF, or with provisions of law.
SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board" shall not include any "interested director" as may be defined by state or applicable law governing not for profit corporations. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of AOF authorize the directors to so act, and such statement shall be prima facie evidence of such authority.
SECTION 17. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under or required by applicable state law and following of the Code of New York as applicable to the governing of nonprofit corporations.
Directors may be removed without cause by a three-forth (3/4) majority of the directors then in office.
Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if AOF would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General.
Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director.
A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.
SECTION 18. NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of AOF.
SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
To the extent that a person who is, or was, a director, officer, employee or other agent of AOF has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of AOF, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by AOF but only to the extent allowed by, and in accordance with the requirements of the Code of New York governing nonprofit corporations.
SECTION 20. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of AOF(including a director, officer, employee or other agent of AOF) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not AOF would have the power to indemnify the agent against such liability under the provisions of the laws of the state of New York as relates to the regulation of nonprofit corporations.
ARTICLE 4 -- OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of AOF shall be a President (Founder, CEO), a Secretary, and a Vice President. The President shall be designated the Treasurer. AOF may also have, as determined by the Board of Directors, other officers. Any number of offices may be held by the same person.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer of AOF. Officers shall be designated, elected, assigned, appointed or qualified by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be designated, elected, assigned, appointed and/or qualified, whichever occurs first.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint, assign, or quality such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of AOF. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of AOF.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the Director and Chief Executive Officer (CEO) of AOF and shall, subject to the control of the Board of Directors, supervise and control the affairs of AOF and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of AOF, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors or as deemed appropriate or necessary for the conduct of business by authority vested in the President. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of AOF, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors and/or required for the conduct of business or the affairs of AOF.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors or through direct order, command and/or delegation from the President.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of AOF the original, or a copy of these Bylaws as amended or otherwise altered to date; this may include maintaining, archiving, posting and/or publishing of said Bylaws on line for review by the general public.
Keep at the principal office of AOF or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof; said records or minutes of all meetings may also be maintained, archived, posted and/or published on line.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of AOF and see that the seal is affixed to all duly executed documents, the execution of which on behalf of AOF under its seal is authorized by law or these Bylaws.
Keep at the principal office of AOF a membership book and/or data base or file containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book, database or file together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of AOF, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, database or file, and the minutes of the proceedings of the directors of AOF.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of AOF, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of AOF, and deposit all such funds in the name of AOF in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to AOF from any source whatsoever.
Disburse, or cause to be disbursed, the funds of AOF as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of AOF's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any director of AOF, or to his or her agent or attorney, on request therefore.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of AOF, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of AOF, provided, however, that such compensation paid a director for serving as an officer of AOF shall only be allowed if permitted under the provisions of Article 3, Section 6 of these Bylaws. In all cases, any salaries received by officers of AOF shall be reasonable and given in return for services actually rendered for AOF which relate to the performance of the charitable or public purposes of this corporation.
ARTICLE 5 -- COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of directors, designate two (2) or more of its board members (who may also be serving as officers of AOF) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of AOF, except with respect to:
(a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.
(b) The filling of vacancies on the board or on any committee which has the authority of the board.
(c) The fixing of compensation of the directors for serving on the board or on any committee.
(d) The amendment or repeal of Bylaws or the adoption of new Bylaws.
(e) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repeal able.
(f) The appointment of committees of the board or the members thereof.
(g) The expenditure of corporate funds to support a nominee for director after there is more people nominated for director than can be elected.
(h) The approval of any transaction to which AOF is a party and in which one or more of the directors has a material financial interest, except as expressly provided by applicable law governing nonprofit corporations in New York.
By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
SECTION 2. OTHER COMMITTEES
AOF shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as "advisory" committees.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE 6 -- EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of AOF to enter into any contract or execute and deliver any instrument in the name of and on behalf of AOF, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind AOF by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of AOF shall be signed by the Treasurer, President, or founding member (incorporator) of AOF.
SECTION 3. DEPOSITS
All funds of AOF shall be deposited from time to time to the credit of AOF in such banks, trust companies, or other depositories as the Board of Directors may select and/or which are or have been established for the secure deposit and maintenance of funds.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of AOF any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.
ARTICLE 7 -- CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
AOF shall keep at its principal office in the State of New York the following documents which may also be posted or published on line for public review:
(a) Minutes of all meetings of directors, and committees of the board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; this may also include making public report and/or annual report of accounts on line or through other publication;
(c) A record of its board members, indicating their names and addresses and the termination date of any position held;
(d) A copy of AOF's Articles of Incorporation and Bylaws as amended to date shall be made available and open to inspection by the board members of AOF and to the general public by posting said documents on line at the AOF website.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of AOF. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind; said inspection may be facilitated via maintaining a copy, archive and/or on line report or website with password protection where necessary or applicable, such that directors need not inspect the physical and/or private properties of AOF directors who may be working from their homes or offices.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made through on line inspection of archive documents, reports or other material and the right to inspection includes the right to copy and make extracts for personal usage or review; however, AOF maintains all copyrights to any and all original documents produced by AOF, its directors, officers, employees, agents or others under contract with or working for or in association with AOF in any capacity whatsoever.
SECTION 5. ANNUAL REPORT
The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of AOF's fiscal year to all directors of the corporation, which may be done via on line publication; said report shall contain the following information in appropriate detail as may be applicable:
(a) The assets and liabilities, including the trust funds, of AOF as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
(c) The revenue or receipts of AOF both unrestricted and restricted to particular purposes, for the fiscal year;
(d) The expenses or disbursements of AOF, for both general and restricted purposes, during the fiscal year;
(e) Any information required by Section 6 of this Article.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of AOF that such statements were prepared without audit from the books and records of the corporation.
SECTION 6. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS
AOF shall deliver via US postal service, email, on line publication or any other means of communication, to all directors a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:
(a) Any transaction in which AOF, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:
(1) Any director or officer of AOF, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or
(2) Any holder of more than ten percent (10%) of the voting power of AOF, its parent or its subsidiary.
The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).
Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to any present or future applicable code of New York with respect to nonprofit corporations.
Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to AOF, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
ARTICLE 8 -- FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of AOF shall begin on the first day of September and end on the last day of August in each year.
ARTICLE 9 -- AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted.
ARTICLE 10 -- AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES
Any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors.
SECTION 2. CERTAIN AMENDMENTS
Notwithstanding the above sections of this Article, AOF shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation or the names and addresses of the first directors of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after AOF has filed an Articled of Amendment pursuant to the NEW YORK NONPROFIT CORPORATION ACT.
ARTICLE 11 -- PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No member, director, officer, employee, or other person connected with AOF, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for AOF in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of AOF. All members, if any, of AOF shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of AOF, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.
ARTICLE 12 -- MEMBERS
SECTION 1. DETERMINATION OF MEMBERS
Membership in the corporation shall be open to all people who are in sympathy with the purposes of the corporation.
An application for membership shall be maintained and made available to the general public on the AOF website and/or may be provided through publication of an application, distributed or published as by mail, through a brochure or otherwise.
Making an application for membership does not guarantee membership; all new members must be confirmed and approved by the President and/or Board of Director or by an officer designated to have this responsibility.
SECTION 2. EXECUTIVE MEMBERS
The directors and officers are EXECUTIVE MEMBERS; only Executive Members who actually work for the corporation may vote. All other persons who apply and/or are considered for membership are AT LARGE MEMBERS.
SECTION 3. AT LARGE MEMBERS
Categories of At Large Members are as follows and may be changed at any time by the President, Board of Directors or by an officer designated to have this responsibility; current and up-to-date categories of At Large Members will be posted on the AOF website. Note that sponsors, donors, contributors, volunteers or other At Large Members are not voting members and have no duties or responsibilities with respect to the operation of the corporation.
Members of the public, individuals, businesses, organizations, groups or other parties may sponsor, donate, contribute or volunteer monies, property, services or any other material of value to AOF without compensation whatsoever; said sponsors, donors, contributors or volunteers may apply for At Large Membership and their donations are considered gifts that may not be tax deductible until which time as AOF obtains a 501(c)(3) tax exempt status from the Internal Revenue Service; said designation when received will be announced and/or reported on the AOF website.
The following At Large Membership categories are adopted for the purpose of raising funds only:
1. Volunteer -- Anyone who gives a gift of service to AOF
2. Student -- $10.00
3. Individual -- $20.00
4. Family -- $50.00
5. Sponsoring Group or Class -- $100.00
6. Professional -- $200.00
7. Small Business -- $300.00
8. Corporation -- $500.00
9. Benefactor -- $1,000.00 or more
As specified above, anyone who is in sympathy with the purposes of AOF may also apply for At Large Membership as a volunteer. Volunteer service is much needed and may be awarded by the President and/or Board of Directors with specially created certificates, plaques or other honorary presentations or commendations.
Notwithstanding, AOF makes no other provision for members, thus, pursuant to laws of the NEW YORK NONPROFIT CORPORATION ACT, any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a majority of all members or approval by the members, shall only require the approval of the Board of Directors.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial directors in the Articles of Incorporation of Angels of Fur K9 Rescue Inc., a New York nonprofit corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, as the Bylaws of this corporation.
Dated: 1 May, 2012
Melissa L. Jones, Incorporator
This is to certify that the foregoing is a true and correct copy of the Bylaws of Angels of Fur K9 Rescue Inc. named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth below.
Dated: 1 May, 2012
Melissa L. Jones, Incorporator