BY-LAWS OF ANIMAL SHELTER ASSISTANCE PROGRAM.INC.
A NONPROFIT CORPORATION
This corporation is organized exclusively for charitable purposes within the meaning of Section 501 (c) 3 of the Internal Revenue Code, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501 (c) 3 exempt organizations.
1. Acquire gifts in kind such as; animal feed, dog houses, cat houses, bedding, cat litter, building materials, vehicles: trucks and trailers and other animal related items and disperse these items to qualified, 501 (c)3 non-profit animal shelters and sanctuaries throughout the United States as needed.
2. Acquire funding through public contributions and grants, in order to assist qualified, 501 (c) 3 non-profit animal shelters and sanctuaries throughout the United States in times of crisis.
3. Acquire animal related services such as low cost spay neuter, veterinarian care and other related services that will assist qualified, 501 (c) 3 non-profit animal shelters and sanctuaries throughout the United States in need.
4. Assist animal shelters and sanctuaries throughout the United States which are affected by natural disasters.
5. To construct and offer quality temporary housing for domestic and exotic animals to shelters and sanctuaries that are affected by natural disasters or are overcrowded due to animal cruelty related confiscations, animals that are abandoned in need of emergency care and housing, or other situations that may arise in order to prevent the euthanasia of healthy animals.
All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes
The principal office of the corporation in the State of Texas shall be located in the City of San Antonio, Bexar County, Texas.
The Corporation may have such other offices either within or without the County of Bexar, State of Texas as the Board of Directors may determine or as the affairs of the Corporation may require, from time to time.
1. CLASSES OF MEMBERS.
The Corporation shall have no members.
1. MEETINGS OF THE BOARD OF DIRECTORS.
A quarterly meeting of the board members shall be held on or around the months of April, August and December each year or as assigned by the board of directors, at a time to be designated by the Board of Directors, for the purpose of transaction of such business as may come before the meeting. Meetings may take place via telephone conference if necessary.
Special meetings of the board members may be called by the President and/or two members of the Board of Directors.
The Board of Directors may designate any place within the City of San Antonio, State of Texas, as the place of meeting for any quarterly meeting or for any special meeting called by the Board of Directors.
BOARD OF DIRECTORS GENERAL POWERS.
The affairs of the Corporation shall be managed by its Board of Directors.
NUMBER AND TENURE.
The number of Directors shall be not less than five (5) consisting of the President, Vice- President, Secretary, Treasurer, and Corresponding Secretary. The Board of Directors may appoint additional members and give title as they see fit by a majority rule. Each Director shall hold office for a term of five years or until either a member of the Board resigns or is disqualified by a majority rule of the remaining members of the Board of Directors.
Meetings of the Board of Directors shall be held at least three times annually on or around the last week of every quarter. Meetings of the Board of Directors may be called by and at the request of the President or any two (2) directors. The person or persons authorized to call meetings of the Board may fix any place within the City of San Antonio, State of Texas, as the place for holding any meeting of the Board called by them.
Notice of any meeting of the Board of Directors shall be given to each of the directors entitled to vote at such meeting at least twenty-four (24) hours prior to the commencement of such meeting. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
MANNER OF ACTING.
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the un-expired term of his predecessor in office.
Directors as such shall not receive any stated salaries for their services as a board member, but by resolution of the Board of Directors, any director may be indemnified for expenses and costs, including attorneys’ fees, actually and necessarily incurred by him in connection with any claims asserted against him, by action in court or otherwise, by reason of his being or having been such director, except in relation to matters as to which he shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.
CONFLICT OF INTEREST POLICY.
Board members or their family members may not profit from the organizations activities. An officer or board member may only receive a salary as a staff member of the organization for active duties performed according to their job description. The board of directors may not be compensated for their role as board a member. In the event a motion is presented before the board, which may directly or indirectly profit or benefit an officer, board member or a family member of such, the officer or board member in question will be excused from voting on that particular issue or item.
The Officers of the Corporation shall be elected or re-elected annually by the Board of Directors or as stipulated in Article Four, Paragraph Two of the By-Laws.
The Board of Directors, by resolution adopted by a majority of the directors in office, may, designate such committees as may be required to carry on the activities in furtherance of the purposes of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on it or him by law.
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
CHECKS, DRAFTS, OR ORDERS FOR PAYMENT.
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President or a Vice-President of the Corporation.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation and such banks, trust companies or other depositories as the Board of Directors may select.
The Board of Directors may accept or grant on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes, or for any special purpose of the Corporation.
LIMITATIONS ON USE OF CORPORATIONS FUNDS.
Corporation funds shall be used only for the promotion of the purposes of the Corporation. No funds shall inure to the benefit of any member or any person having a personal or private interest in the activities of the Corporation, except to the extent such funds shall be used to finance the activities of the Corporation.
Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
1. BOOKS AND RECORDS.
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings, Board of Directors, and committees, and shall keep at the registered or principal office copies of the records for public inspection.