the Center Policies

Non-Discrimination Policy

Companion Animal Community Center does not and shall not discriminate on the basis of race, gender, age, color, national origin, physical or mental health, religion, sexual orientation, marital status, military status, or any characteristic protected by federal and state law.

Any Center volunteer or client who believes that he/she has been discriminated against is urged to report this concern to the Compliance Officer (currently the Board Secretary).

Discriminatory Harassment

Harassment or intimidation of a client or volunteer because of race, gender, age, color, national origin, physical or mental health, religion, sexual orientation, marital status, or military status is specifically prohibited and may be grounds for termination.  Harassment and intimidation includes abusive, foul or threatening language or behavior. The Center is committed to maintaining a harassment-free environment and does not tolerate discrimination against volunteers or clients.  The Center complies with all legal requirements pertaining to services and volunteer participation.

Discriminatory treatment, harassment or intimidation on any of these bases should be reported to the Compliance Officer or immediate supervisor.  If the discrimination is validated, prompt action will be taken.

Companion Animal Community Center (the Center) Conflict of Interest Policy

Purpose

The purpose of the Center Conflict of Interest Policy is to raise awareness, reaffirm our “culture of openness and transparency,” and protect the Center reputation and integrity.  This policy requires that all members of the Center Leadership Team (henceforth referred to as “Members”) are to act in the best interest of the Center, and that Members with a conflict, or who think they may have a conflict, are to disclose the conflict/potential conflict promptly.  

Failure to adhere to this policy may result in either a real or apparent conflict of interest for the Center.  This can be especially problematic in the nonprofit, animal-rescue domain when Members have significant relationships with other nonprofit or for-profit organizations whose products, services, or businesses are related to the goals of the Center.

This policy was developed in part fulfillment of our fiduciary duties, per IRS rules and regulations regarding 501(c)3 organizations.  It is divided into the following sections:  Purpose, Definitions, Examples, Procedures, Violations. 

Definitions

Leadership Team

Members of the Leadership Team positions that include the Board of the Directors, all Coordinators, and the  Animal Case Managers.  The only position that is not a Member is the Accountant, as the services he/she provides are outside of the Center’s daily operations. 

Conflict of Interest

A conflict of interest concerns a Member who has a barrier that prevents them from being impartial and loyal to the Center. Conflicts can arise from personal, professional, or volunteer positions or relationships.  Conflicts can be any commitment, investment, relationship, obligation, or involvement, financial or otherwise, that may influence a Member’s judgment as he/she discharges the Center-related duties.  A conflict may occur when a Member’s obligations to the Center are at odds with their own (possibly financial) interests. 

Apparent Conflict of Interest

An apparent conflict of interest is a situation that causes a third party to question whether a Member can be objective and impartial because of a competing interest in which the Member may have dual allegiance. 

Interested/Disinterested Members

An interested Member is one with a (potential) conflict of interest.  A disinterested Member has no involvement with the conflict.

Examples

This section lists activities that are prohibited and activities that are considered acceptable.  The two lists below are not comprehensive and are included only as examples. 

Members are prohibited from:

  • Serving in a leadership capacity for another rescue organization, where “leadership capacity” is determined by the Center Board of Directors.
  • Soliciting or accepting gratuities, favors, or anything of monetary value from contractors/vendors (this does not preclude legitimate the Center’s fundraising activities).
  • Receiving personal loans from the Center.
  • Using their positions to gain influence for personal gain.
  • Entering into transactions that are in direct conflict with the Center’s best interests.
  • Participating in the selection, award, or administration of a purchase or contract with a vendor where any of the following individuals has a financial interest in that purchase or contract: A Center Member, any member of the Member’s immediate family, the Member’s partner, an organization in which any of the above is an officer, director or employee, or a person or organization with whom any of the above individuals is negotiating or has an arrangement concerning prospective employment.
  • Benefiting financially, personally or otherwise from the Center’s events or activities.  (See the two fundraising-related exclusions below).

Members are allowed to:

  • Participate in, and provide input to, the adoption approval process. 
  • Create fundraising campaigns in which products are sold to raise money for the Center, even if the Member benefits from the sale of said products. 
  • Hold fundraising activities at locations in which the Members (or their families) have an interest.
  • Donate to any charitable organization of their choosing.
  • Foster and/or volunteer (in a non-leadership capacity) for the organization of their choosing.

Procedures

Disclosure

The Member with a conflict (or potential conflict) shall notify the Center Compliance Officer (the Board Secretary currently serves in this capacity) promptly.  If the Secretary has the conflict, he/she shall notify the President.

Conflict Management

The Center Board of Directors shall determine if a conflict of interest exists, and the measures needed to address the conflict and protect the Center’s interests by following the procedures below. 

Review by the Board of Directors

The Board may ask questions of and receive presentation(s) from the interested Member(s) and any other interested person(s), but shall deliberate and vote on the conflict in their absence.  If the conflict is a transaction into which the Center is considering entering, the Board may also investigate alternatives that present no conflict as part of the review.  The Board will determine if all material facts regarding the conflict of interest have been disclosed, and if so whether entering into the transaction is in the Center’s best interest.

Recording the Proceedings

The minutes of any meeting of the Board pursuant to this policy shall contain:

  • The name of each Member who disclosed or was otherwise determined to have an interest in a transaction
  • The nature of the interest and whether it was determined to constitute a conflict of interest
  • Any alternative transactions considered
  • The members of the Board who were present during the deliberations on the transaction, those who voted on it, and to what extent interested persons were excluded from the deliberation
  • Any other information obtained and relied upon by the Board and how that information was obtained
  • The result of the vote, including, if applicable, the terms of the transaction that was approved and the date it was approved

Annual Disclosure and Compliance Statements

Annually, Members will complete and submit the Conflict of Interest Disclosure Form.  This will be done in December of each calendar year.  This form affirms that the Member has read and understands the Conflict of Interest Policy and agrees to comply with the policy.  The form also gives Members the opportunity to disclose any financial interests and all relationships which may influence the way Members carry out their Center-related responsibilities and create conflicts of interest.

Annual Reviews

To ensure that the Center operates in a manner consistent with its status as an organization exempt from federal income tax, the Board shall authorize and oversee an annual review of the administration of this Conflict of Interest Policy.  The review may be written or oral.  The review shall consider the level of compliance with the policy, the continuing suitability of the policy, and whether the policy should be modified and improved.  This review will be performed after the annual disclosure statements have been received and reviewed. 

Violations

If the Board of Directors has reasonable cause to believe that  Member has failed to disclose actual or possible conflicts of interest, including those arising from a transaction with a related interested person, it shall inform the Member of this belief (and how it was reached), and give the Member the opportunity to explain the alleged failure to disclose.  If, after hearing the Member’s response and investigating further if warranted by the circumstances, the Board determines that the Member has failed to disclose an actual or possible conflict of interest, the Board shall take appropriate disciplinary and corrective action.

Transparency Policy

Overview

Companion Animal Community Center (the Center) believes in transparency and accountability to its constituents and the public by making available information on the Center’s governance structure, governance policies and documents, financial condition as reflected in audited financial statements, and major programs.

This policy implements Internal Revenue Service requirements regarding public disclosure of the Center’s IRS form 1023 exemption application and annual reporting IRS forms.

Information Available to the Public

The Center shall post on its website and make available upon request the following information and documents in a timely manner:

  • Governance Documents, including
  • A list of current the Center directors
  • Articles of Incorporation
  • Bylaws
  • Code of Ethics
  • Conflict of Interest Policy
  • Whistleblower Policy
  • Public Reporting and Transparency Policy
  • Financial and IRS documents, including:
  • IRS form 1023 exemption application
  • IRS form 990 and 990T
  • Audited financial statements

Delegation

the Center delegates to the Director:

  • The authority to manage the the Center website in accordance with this policy
  • The further objectives of informing the Center’s membership and the public of the Center’s major activities and programs, and providing information that supports the Center’s mission.

Companion Animal Community Center Whistleblower Policy

Companion Animal Community Center (the Center) requires directors, board members, and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As representatives of the Center we all must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.

Reporting Responsibility

This Whistleblower Policy is intended to encourage and enable the Center volunteers and others to raise serious concerns internally so that the Center can address and correct inappropriate conduct and actions.  It is the responsibility of all board members and volunteers to report concerns about violations of the Center’s Code of Ethics, Conflict of Interest Policy, Fundraising Policy, Non-Disclosure Agreement, or suspected violations of law or regulations that govern the Center’s operations.

No Retaliation

It is contrary to the values of the Center for anyone to retaliate against any board member or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of the Center. A volunteer who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of their association with the Center.

Reporting Procedure

The Center has an open door policy and suggests that volunteers share their questions, concerns, suggestions or complaints with their supervisor.   If you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with the Board Secretary,  who serves as the Center’s Compliance Officer.  Supervisors are required to report complaints or concerns about suspected ethical and legal violations in writing to the Board Secretary who has the responsibility to investigate all reported complaints.  Volunteers with concerns or complaints may also submit their concerns in writing directly to their supervisor or the President or to the Vice President.

Compliance Officer

The Center’s Compliance Officer (the Center Board Secretary serves in this capacity) is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Compliance Officer will advise the Board of Directors of all complaints and their resolution, and will report at least annually to the Vice President on compliance activity relating to accounting or alleged financial improprieties.

Accounting and Auditing Matters

The Compliance Officer shall immediately notify the Board of Directors of any concerns or complaints regarding the Center’s financial practices, fundraising practices, accounting practices, or internal processes, and work with the Board of Directors until the matter is resolved.

Acting in Good Faith

Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation.  Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant.  Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Handling of Reported Violations

The Board Secretary (who serves as the Center’s Compliance Officer) will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation.  All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.

Article I.   Name of Organization

The name of this organization is Companion Animal Community Center (the Center). This organization shall be referred to as the Organization and shall be governed by California Laws regarding nonprofit organizations.

Article II.     Corporate Purposes and Powers

Section 2.1.    Nonprofit Purpose 

Companion Animal Community Center(the Center)is a nonprofit organization and shall be operated exclusively for educational and charitable purposes within the meaning of the section 501(c)(3) of the Internal Revenue Code or any future Federal tax code.  

The Organization’s purpose is to rescue animals with time and space restrictions and find them loving homes. Additionally, the Center will become a rehoming resource for the community. The Center uses social media and the Organization’s website to provide facts, statistics, and other information related to ongoing efforts to help elevate the status of companion animals in our homes, neighborhoods and communities. 

The Center’s programs include developing a network among organizations such as shelters, veterinary clinics, animal rescue groups, and sanctuaries.  The Organization will provide an extensive range of opportunities for volunteer involvement.  To maximize our impact we may seek to collaborate with other nonprofit organizations which fall under 501(c)(3) of the Internal Revenue Code and are operated for charitable purposes. 

Section 2.2.    Specific Purpose

The specific objectives of the Organization are to save and improve the lives of all animals through the humane best practices model of Foster to Adoption. Specifically,

  1. To be truly “animal forward.”
  2. To improve the lives of animals.
  3. To foster respect for all animals.
  4. To nurture a positive change for all animals by working together to elevate the status of companion animals in our communities. 
  5. To earn a reputation for dependability, leadership, and effectiveness.
  6. To be transparent in all our activities and relationships.
  7. To place animals in need of adoption in appropriate and approved homes.

Section 2.2.    Powers

The Center shall have the power to perform any lawful act which will contribute to the organization’s charitable purposes or assist other organizations and individuals who also strive to provide relief to animals. The Organization may accept contributions and donations from public and private sectors.

Section 2.3.    Exempt Activities Limitation

Activities Limitation

No Director, Officer, volunteer, member, or other representative of The Center shall take any action or perform any activity on behalf of Companion Animal Community Center not permitted to be taken or performed by an organization exempt under Section 501(c)(3) of the Internal Revenue Code.

Dissolution

Upon termination or dissolution of the Center:

  1. All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore.
  2. All remaining assets not requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed to one or more qualifying organizations under Section 501(c)(3) with a similar purpose to the organization’s, as determined by the Board  of Directors.

Article III.    Membership/Affiliates 

Section 3.1.    No Voting Members

The organization shall have no members with the right to vote or title any of Companion Animal Community Center property.

Section 3.2.    Non-Voting Affiliates

The Organization will not have General Memberships at this time. However, the Board  of Directors can change this decision in the future with an appropriate quorum and notice.

The Board of Directors may approve specific classes of non-voting affiliates with certain rights, privileges, and obligations established by the Board . Affiliates may be individuals, businesses, and other organizations that want to support the mission of the Organization. At no time will the affiliate’s information be shared with or sold to other organizations or groups without the affiliate’s consent. The Board  of Directors has the discretion to endorse, recognize, and provide media coverage at events and activities, on social media, and on the Organization’s website. Affiliates have no voting rights and are not members of the Organization.

Section 3.3.    Financial Supporters

The Organization will have financial supporters henceforth referred to as “Donor.” Donors do not have any right to vote as directed by the Board  of Directors and these Bylaws.

Section 3.4.    Volunteers

The Organization will have volunteers henceforth referred to “Volunteer.” Volunteers do not have any right to vote as directed by the Board  of Directors. Volunteers will be required to complete a “Volunteer Application,” “Release of Liability” statement, and a “Non-Disclosure Agreement,” and are subject to approval by a Board  Member or Organization Officer (depending on the Volunteer’s role). Volunteers will be required to comply with the Organization’s policies and procedures. Volunteers accepted to the Organization are permitted to participate in the activities of the Organization. Volunteers have the right to financially support the Organization.

Section 3.5.    Fosters

The Organization will have foster parents/homes henceforth referred to “Foster.” Fosters do not have any right to vote as directed by the Board  of Directors. Any person desiring to provide an active foster home for animals awaiting adoption will be required to complete a “Volunteer/Foster Home Application,” “Release of Liability” statement, and a “Non-Disclosure Agreement,” and are subject to approval by a Board  Member or Organization Officer. Fosters accepted in the Organization are permitted to participate in the activities of the Organization. Fosters have the right to financially support the Organization.

Section 3.6.    Capital Stock

The Organization shall have no capital stock.

Section 3.7.    Dues

Any dues for affiliates shall be determined by the Board  of Directors.

Article IV.    Board  of Directors

Designated Directors and Terms. The number of Directors shall be no less than three(3) and no more than seven (7), unless changed by the amendments of these Bylaws. All Directors shall be designated by the existing Board  of Directors. The Board  of Directors shall consist of at least three(3) Directors unless changed by the amendment to these Bylaws.

The Organization shall have a Board  of Directors consisting of at least three and no more than seven members. By amending these Bylaws, the Board  of Directors may increase the number of Directors, but shall never have less than three or more than seven Directors. No decrease in the number of Directors shall shorten the term of office of any incumbent Director. Members of the Board  of Directors shall serve until written resignation.

The initial Board  will be appointed by the Founder of Companion Animal Community Center. After these initial appointments to fill the vacancies on the Board , there will be a nominating committee consisting of three Board  members. Filling vacancies, adding additional Board  members, modifying the terms of Board  members, and handling the resignation of a Board  member shall require a unanimous vote of the current Board  members.

The initial Board  of Directors shall consist of the President, Vice President, Secretary and Treasurer.  Each member of the Board  of Directors shall be required to complete a “Non-Disclosure Agreement.”

Section 4.2.    Powers and Duties

Powers

All corporate powers shall be exercised by or under the authority of the Board . All business affairs, activities, and property of the Organization shall be managed, directed, governed, and controlled under the direction of the Board  unless otherwise provided by law. The Board  of Directors shall have all the power and duties necessary, appropriate, or convenient for the administration of the affairs of the Organization and may do and perform all acts as are not prohibited by law, the Articles of Incorporation, or these Bylaws.

Duties

The duties of the Board  of Directors shall include, but not be limited to:

  1. Establishing and reviewing Board  policies and procedures governing the Organization and its operations.
  2. Ensuring adequate resources for the operation of the Organization. Identifying, cultivating, soliciting and acknowledging donors.
  3. Establishing and supervising adequate accounting and financial procedures.
  4. Promoting the goals and purposes of the Organization and evaluating the Organization against such goals and purposes – this evaluation to occur at the last meeting of the Board  in each calendar year.

The Board  of Directors is not empowered to perform any activity on behalf of the Organization not permitted to be carried out by an organization exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.

Section 4.3.    Terms

All Board  Members shall serve two-year terms, and are eligible for re-election for up to three consecutive terms.

Section 4.4.     Qualifications

All Directors must be at least twenty-one (21) years of age. Directors do not need to be residents of the State of California. A Director must demonstrate an interest in the purposes and activities of the Organization and must be interested in donating his or her time, advice, skill, energy and support in furtherance of the Organization and its purposes and activities.

Section 4.5.     Resignation – Removal – Vacancies – Increases

Resignation

Any Director may resign at any time by giving written notice to the President of the Board , who shall announce the resignation to the full Board  of Directors at the next regular meeting. If the President resigns, notice will be given to the Vice President who shall announce the resignation to the full Board  of Directors at the next regular meeting. Such resignation shall take effect at the time specified therein, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Removal

A Director may be removed by a majority vote of the Board  of Directors currently in office if:

  1. The Director is absent and unexcused from two or more meetings of the Board  in a twelve-month period. The President is empowered to excuse the Director from attendance for a reason deemed adequate by the President. The President shall not have the power to excuse him/herself from Board  meeting attendance. In that case, the Vice President shall excuse the President.
  2. For cause (or no cause) if before the meeting of the Board  at which a vote on removal of the Director will be made, the Director in question is given
    1. Electronic or written notification of the Board ’s intention to discuss his/her case,
    2. The opportunity to prepare his/her case, and
    3. To be heard at the meeting of the Board.

Vacancies

Any vacancy occurring on the Board  of Directors by reason of resignation, removal, death or otherwise shall be filled by the affirmative vote of a majority of the remaining members of the Board  of Directors, even if less than a quorum.

Increase in Directors

The Board  of Directors may vote to increase the number of members on the Board  of Directors as provided for in the Bylaws. Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by vote of the Board  of Directors. Any such Director elected shall hold office from the date of election until resignation or removal.

Section 4.6.    Board  of Directors Meetings

Regular Meetings

The Board  of Directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the Board  (typically one Board  meeting per quarter). Additional meetings may be held as the need arises. Meeting notices shall specify the place, date, start time, and expected duration of the meeting. The purpose of the meeting need not be specified.

Special Meetings

A special meeting of the Board  may be called by the President, Vice President or any other two members of the Board . Special meeting notices shall specify the place, date, start time, and expected duration of the meeting.   The purpose of the meeting need not be specified.

Section 4.7.    Manner of Acting

Quorum

A majority of the Directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting. For the Organization’s initial Board  of Directors consisting of four members, a quorum shall consist of at least three (3) members of the Board . If the Board  increases in size, a quorum will be defined as two-thirds of the total membership. For critical, operational issues all Board  members are needed. Meetings can be held when a quorum is not present, but official business cannot be transacted.

Voting During a Board  Meeting

A unanimous vote when all Board  members are present is required to pass/enact solutions for critical issues such as policy modifications, new procedures, and filling roles that report directly to a Director. All non-critical issues shall be decided by a simple majority of those present at the meeting in which the vote takes place.

Voting Outside of a Board  Meeting

The Board  of Directors may approve voting outside of a Board  meeting. The same rules apply to passing/enacting solutions for critical issues and non-critical issues: a unanimous vote is required for critical issues and a majority vote is required for non-critical issues. Voting outside of a Board  meeting can be accomplished by electronic means.

Participation

Except as required otherwise by law, the Articles of Incorporation or these Bylaws, Directors may participate in regular or special meetings of the Board  through the use of any means of communication by which all Directors participating may hear each other during the meeting. These means include, face-to-face meetings, internet video conferencing, and telephone conferencing.

Section 4.8.    Compensation for Board  Service

Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. These expenses include travel expenses to attend Board  meetings, to care for animals (e.g., vaccinate kittens), and other expenses related to activities deemed appropriate by the Board . Travel expenses include hotels, food, and gas (where mileage is the current standard rate as defined by the Internal Revenue Service).

Section 4.9.    Compensation for Professional Services by Directors

Directors are not restricted from being remunerated for professional services provided to the Organization. Such remuneration shall be reasonable and fair to the Organization and must be reviewed and approved in accordance with the Organization’s Conflict of Interest Policy and federal and state law.

Article V.    Committees

The Organization may have committees designated by a majority vote of the Board  of Directors. These committees may consist of two or more Directors as well as persons who are not members of the Board . The committees serve at the invitation of the Board  and shall act in an advisory capacity to the Board .

The Organization’s committees may make recommendations to the Board , including:

  1. Potential actions requiring either a majority or unanimous vote to pass/enact.
  2. Potential replacements for vacancies on the Board , or new, additional members of the Board .
  3. Modifications to the existing Bylaws or the addition of new Bylaws.
  4. Amending or repealing any resolution passed by the Board .
  5. The appointment of committee members and the creation of new committees.

 Article VI. Officers

Section 6.1   Board  Officers

The Board  Officers of the Organization shall be the Organization President, Vice President, Treasurer and Secretary. Each Board  Officer shall have the authority, and shall perform the duties set forth in these Bylaws. One Board  member may hold two or more offices, but no Board  member may act in more than one capacity where action of two or more Officers is required.

Board  – President

President will be the chief volunteer Officer of the Organization. The President shall lead the Board  of Directors in performing its duties and responsibilities including, if present, presiding at all meetings of the Board .

Board  – Vice President

In the absence or disability of the President, the Vice President shall perform the duties of the President. When so acting, the Vice President shall have all the powers of, and be subject to, the restrictions on the President.

Treasurer

The treasurer shall be the lead Officer for oversight of the financial condition of the Organization. The treasurer shall report to the President. The treasurer will see that financial reports are made to the Board  of Directors on a timely basis.

Secretary

The secretary shall keep a book of minutes of all meetings and actions of the Directors and committees. The minutes of each meeting shall state the date, time, attendees, and the place at which the meeting was held and other information that determines each action that was taken.

Section 6.3   Non-Director Officers

The Board  of Directors may appoint additional Officers as it deems appropriate who shall have such authority and shall perform such duties as the Board  of Directors determine.

Section 6.2   Term of Office

The Board  of Directors will not impose term limits on Organization Officers.

Section 6.4   Removal and Resignation

The Board  of Directors may remove an Officer at any time with or without cause. Any Officer may resign by giving written notice to the Organization. Any resignation will take effect on the date of receipt of the notification or on a date specified in the notice. Acceptance of the resignation is not necessary to make it effective.

Article VII.    Terms of Indemnification

Section 7.1.    Indemnification of Directors and Officers

The Organization may, to the fullest extent, now or hereafter permitted by law, indemnify any person made or threatened to be made, a party of any action, suit or proceeding by reason of the fact that he/she (or person if he/she is the legal or personal representative of heir or legatee) is or was an Officer, employee, associate, contributor, or any other agent of the Organization, or of any other organization served by him/her in any capacity at the request of the Organization, against judgements, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees. 

Section 7.2.    Insurance

The Organization may purchase and maintain insurance on behalf of any person who is or was a member, Director, Officer, employee, volunteer or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Organization would have the power or obligation to indemnify such person against such liability under this Article.

Article VIII.    Books and Records

The Organization shall keep correct and complete books and records of accounts and shall also keep minutes of proceedings of its Board  of Directors and of committees having any of the authority of the Board  of Directors. All books and records of the Organization may be inspected by any Director, or his or her agent or attorney for any proper purpose at any reasonable time. The Organization shall keep a copy of the Articles of Incorporation and Bylaws as amended to date.

Article IX. Fiscal Year

The fiscal year of the Organization shall be from January 1 to December 31 of each year.

Article X.    Conflict of Interest

The Board  shall adopt and periodically review a Conflict of Interest Policy to protect the Organization’s interest when considering any transaction or arrangement that may benefit any Director, Officer, affiliate, or committee member.

Article XI.    Nondiscrimination Policy

The Directors, Officers, affiliates, committee members, and persons served by the Organization shall be selected entirely on a nondiscriminatory basis with respect to age, gender, race, religion, national origin, and sexual orientation.

Article XII.    Bylaws Amendment

These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted at any regular meeting or at any special meeting of the Board  of Directors. An affirmative vote of at least two-thirds of all the Directors then in office, if at least seven days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such a meeting. These Bylaws may not be altered in such a way that:

  1. The amendment could cause the Organization to cease to qualify under Section 501(c)(3) of the Internal Revenue Code.
  2. The amendment would alter the voting rights of Directors. An amendment that does affect the voting rights of Directors requires a unanimous vote at a Board  of Directors meeting.
  3. The amendment is not consistent with the Articles of Incorporation.

 Article XIII.    Document/File Retention

Section 13.1.    Corporate Documents

Corporate records include the Articles of Incorporation, Bylaws, and Application for Exemption. Corporate records should be retained permanently.

Section 13.2.    Tax Records

Tax records include, but are not limited to, documents related to expenses, proof of contributions made by Donors, accounting procedures, and other documents related to the Organization’s revenue. Tax records should be kept for seven (7) from the date of filing the return.

Section 13.3.    Board  and Board  Committee Materials

Meeting minutes should be retained permanently. A clean copy of all other Board  and Committee materials should be kept for seven (7) years.

Section 13.4.    Press Releases

The Organization should retain permanent copies of all press releases and publicly filed documents to test the accuracy of any document the public may produce against the Organization.

Section 13.5.    Marketing and Sales Documents

The Organization should retain final copies of all marketing and sales documents for seven (7) years.

Section 13.6.    Banking and Accounting

Accounts payable ledgers should be kept for seven (7) years. Bank statements, deposit slips, and checks should be kept for seven (7) years. Inventories of products, supplies, and materials, and invoices should be kept for seven (7) years.

Section 13.7.    Insurance

Expired insurance policies, insurance records, accident reports, and claims should be kept permanently.

Section 13.8.    Audit Records

External audit reports should be kept permanently. Internal audit reports should be kept for seven (7) years.

Article XIV.    Transparency and Accountability

Section 14.1.    Purpose

By making accurate information about the Organization’s Mission, Philosophy, Bylaws, and policies available to the public, Companion Animal Community Center practices and encourages transparency and accountability to the public.

Section 14.2.    Disclosure

The Organization will make statements, positions, and policies available to the public on the Organization’s website. These documents currently include the Mission, Philosophy, Bylaws, Intake Policy, Conflict of Interest Policy, Code of Ethics, Fundraising Policy, Privacy Policy, Transparency Policy, and Whistleblower Policy. Financial summary statements, IRS form 1023 exemption application, IRS form 990 and 990T, and audited financial statements shall also be posted on the website.

Section 14.3.    Volunteer Records

  1. All volunteer records shall be made available to the volunteer or his/her legal representative.
  2. No volunteer records shall be made available to anyone outside the Organization except authorized government and legal agencies.
  3. Within the Organization, volunteer records shall only be made available to those persons with managerial responsibilities or to the Board  of Directors.

Section 14.4.    Donor Records

  1. All donor records shall be made available to the donor or his/her legal representative.
  2. No donor records shall be made available to anyone outside the Organization except authorized government agencies.
  3. Within the Organization, donor records shall only be made available to those persons responsible for dealing with the donors or to the Board  of Directors.

Article XV.  Adoption of Bylaws

15.1  Bylaws Adoption 

We, the undersigned, are all the initial Directors or Incorporator of the Organization, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of these preceding pages, as the Bylaws for Companion Animal Community Center ADOPTED AND APPROVED by the Board  of Directors on this 7   day of March, 2021.