Disclaimer:
Please note, this document is a sample only provided in good faith to assist in preparing your own nonprofit’s Bylaws.  This document was not prepared by an attorney but met the requirements of the state of Florida in 2008.  Be sure to verify the requirements for your particular state for the current year and update appropriately.  
Other resources for creating your nonprofit’s Bylaws include the website for your particular state’s Department of Corporations/Revenue, the IRS website (www.IRS.gov), other online resources, and books such as “Starting and Building a Nonprofit : A Practical Guide” by Peri Pakroo.
We hope that this sample is helpful to you as you begin your endeavor to help homeless companion animals!

_______________________________ Bylaws

Article I . Name and Objectives
The name of the Corporation shall be _______________________________, with its principle offices located at __nonprofit’s address, city, county, state____. The Board of Directors may from time to time move the principal office of the Corporation to any other address in the State of _______. The principal place of business and mailing address of the Corporation shall be the same as the Registered Agent of the Corporation.

The purpose for which the Corporation is organized is the prevention of cruelty to animals.
Specifically, this Corporation is organized to:

(Examples)
Provide temporary homes and appropriate care (general and medical) for unwanted and or abandoned felines until we are able to place them in new homes.

Promote and advance public education concerning the need for spay/neuter to help reduce the unwanted pet overpopulation.

Promote and advance public education concerning responsible cat ownership.

The Corporation is organized exclusively for charitable and educational purposes and shall not be conducted or operated for profit. No part of any profits or remainder residue from donations to the Corporation shall be used to the benefit of any Director or individual.

Article II - Governance

The Corporation shall be a non-membership organization and shall be governed by a Board of Directors as set forth below.

Board of Directors

Each director must be a natural person of the age of eighteen years or older. Each director shall have served as a volunteer for rescue within the past three years. No director shall have ever been convicted of animal cruelty. The number of directors constituting the entire Board of Directors shall be not less than three, in accordance with the laws of the State of Florida (verify the requirements of your particular state and substitute here).  

The number of directors may be increased or decreased within this limitation by a vote of the majority of the existing or remaining Board of Directors. Each director shall be entitled to one vote.

The Board of Directors shall be elected annually by the incumbent directors. Each director shall serve until his or her successor is duly elected and qualified, or until such time as the number of directors is decreased as provided above. Any changes to the Board of Directors and/or Officers shall be effective at the end of the meeting wherein the change was voted upon.

Vacancies occurring in the Board for any reason, including but not limited to an increase in the number of directors, shall be filled, or eliminated by a decrease in the number of directors, by a vote of the majority of the existing or remaining Board of Directors. A director elected to fill a vacancy shall hold office until the next annual meeting and until his or her successor is duly elected and qualified.

A director may be removed with or without cause at any time by a majority vote of the Board of Directors, but only at a special meeting that has been called for that purpose, and the meeting notice must state that the purpose is the removal of the director(s). A proposed removal of a director at a meeting shall require a separate vote for each board member sought to be removed. Any director who is removed from the board shall turn over all records of the corporation in his or her possession to the board of directors within 72 hours. Any director removed from office shall not be eligible to stand for reelection until the next annual meeting.

A director may resign at any time by delivering written notice to the Board of Directors, its President, or its Secretary. Such resignation shall take effect when such notice is delivered unless the notice specifies a later date.

The Board of Directors shall elect the Officers of the Corporation, all of whom shall be Directors.

Officers

The Officers of the Corporation shall be a President, Secretary and Treasurer, and such other officers as may be provided by these Bylaws (other examples of officers may be Adoption Coordinator, Rescue Coordinator, Foster Home Coordinator, etc). The Board of Directors may combine the duties of the Officers as necessary. The initial Officers shall consist of a President, a Secretary and a Treasurer.

The President shall preside at all meetings of the Board of Directors, and shall have the duties and powers normally applicable to the office of a President, in addition to those particularly specified by these Bylaws. (Example of other duties: shall oversee all aspects of rescue, and shall maintain records associated with the information directly related to the intake, care and adoption of rescue animals, etc.)

The Secretary shall keep a record of all meetings of the Board of Directors, and all matters of which a record is ordered by the Board. The Secretary shall have charge of all types of correspondence as may be requested by the Board of Directors.

The Treasurer shall have charge of and keep complete and accurate account of all receipts and disbursements of the Corporation, and shall deposit all monies in a bank designated by the Board of Directors in the name of the Corporation. The Treasurer’s books shall at all times be open to inspection by the Board of Directors. The Treasurer shall be responsible for the completion and filing of all government required financial forms with the assistance of other Directors or outside parties as may be deemed appropriate by the Board of Directors. The Treasurer shall be bonded in such amount as the Board of Directors may deem appropriate.

Examples of duties of other types of officers:
The Rescue Coordinator shall oversee all aspects of rescue, and shall maintain records
associated with the information directly related to the intake, care and adoption of rescue animals.

The Adoption Coordinator shall be responsible for assuring that all adoption applicants are contacted, interviewed and have veterinary references verified as applicable. The Adoption Coordinator shall make determinations as to the best suited applicants for a rescue animal, based on the known characteristics / profile of the animal, and shall arrange for home visits and or 2nd interviews as deemed necessary.

The Foster Home Coordinator shall be responsible for assuring that all foster home applicants are contacted and interviewed, and have veterinary references verified as applicable. The Foster Home Coordinator shall make determinations as to the best suited foster home for a specific rescue animal, based on the known characteristics / profile of the animal, and the experience level of the foster home, and shall arrange for home visits and or 2nd interviews as deemed necessary.

In addition to the Officers’ duties provided herein, the Board of Directors shall annually appoint an Officer to act as Registered Agent of the Corporation.

Volunteers

All volunteers shall sign a Volunteer Agreement appropriate to the capacity for which they have volunteered. No volunteer shall have ever been convicted of animal cruelty. All volunteers must be approved by a majority of the Board of Directors. Directors may authorize any approved volunteer to act as an agent of the Corporation as provided by the Policies and Procedures.

Article III . Powers and Limitations

The Corporation shall have the power, either directly or indirectly, either alone or in conjunction, or in cooperation with others, to do any and all lawful acts and things and to engage in any and all lawful activities which may be necessary, useful, desirable, suitable or proper for the furtherance, fostering, accomplishment or attainment of any or all of the purposes for which the Corporation is organized, and to aid or assist other organizations whose activities are such as to further, foster, accomplish or attain any of such purposes.

All of the assets and earnings of the Corporation shall be used exclusively for the exempt
purposes herein above set forth, including the payment of expenses incidental thereto. No part of the net earnings shall inure to the benefit of, or be distributable to any private individual or Director or volunteer of the Corporation, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein above. The Corporation shall have no capital stock, pay no dividends, distribute no part of its net income or assets to any Directors or volunteers and the private property of the Directors and volunteers shall not be liable for the debts of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxation under Section 501(c)3, or any organization to which contribution are deductible under Section 170(c)2 of the Internal Revenue Code of 1986 (or corresponding provisions of any subsequent Revenue Laws).

Volunteers, including but not limited to Directors of the Corporation, shall not receive compensation for services rendered except as provided for reimbursement by the Policies and Procedures. 

Article IV . Fiscal Year

The fiscal year of the Corporation shall begin the first day of January and end on the thirty-first day of December.

Article V - Definitions

Formal discussions - Any manner of communication pertaining to the routine business of rescue, including but not limited to conference calls or email, wherein a quorum of the Board of Directors has participated.

Quorum - Unless otherwise specified in these Bylaws, a quorum shall consist of any number greater than one-half of the Directors in office.

Majority - Unless otherwise specified in these Bylaws, a majority shall consist of any number greater than one-half of all Directors of the Board.

Notice - Unless otherwise specified, notices may be sent in any written form, including but not limited to email or fax.

Written request - Unless otherwise specified, written requests may be sent in any written form, including but not limited to email or fax.

Article VI - Meetings and Voting

Unless a greater proportion is required by law, or by the Articles of Incorporation, or these Bylaws, a majority of the number of Directors in office shall constitute a quorum for the transaction of business, or of any particular business, and the vote of a majority of the Directors present at the meeting at the time of such vote, if a quorum is then present, shall be the act of the Board. 

All meetings shall be held within the Central Florida area (substitute locale accordingly) , the exact time and place to be designated in the meeting notice. Meeting notices shall be sent by the Secretary unless otherwise requested or sent by the President.

An annual meeting of the Board of Directors shall be held each year within forty five days of the start of the Corporation’s fiscal year. The purposes of the annual meeting shall be for the election of officers and for the transaction of any other business as may properly come before the meeting. Notice of the annual meeting shall be sent not less than seven days prior to the meeting.

Special meetings may be called at the request of the President, or by written request to the Secretary by a majority of the Board of Directors. Notice of a special meeting shall be sent not less than three days prior to the meeting and shall contain the heading “Special Meeting” and the purpose for which the meeting is being called.

Regular meetings may be called from time to time as the Board of Directors may deem suitable. Notice for a regular meeting shall be sent not less than seven days prior to the meeting.

All meetings and procedures shall be conducted in accordance with the order of business. The order of business shall be:
Minutes of the Previous Meeting
Reports of the Officers
President’s Report
Secretary’s Report
Treasurer’s Report
Other officer(s)’s Report(s)
		Elections (annual meeting)
Unfinished Business
New Business

Formal discussions, as previously defined in these Bylaws, may be used from time to time as a substitute for regular meetings to facilitate the handling of certain routine business matters of the Corporation which are not under the sole authority of a single Officer as provided by the Policies and Procedures.

Article VII - Amendments
The Bylaws may be amended by a majority vote of the Board of Directors.

Amendments to the Articles of Incorporation shall be proposed by the Officers of the Corporation and approved by the Board of Directors by a majority vote of a quorum present at a meeting duly called in accordance with the Bylaws of the Corporation.

Article VIII . Dissolution

The Corporation may be dissolved at any time by the written consent of not less than 2/3 of the Board of Directors. In the event of the dissolution of the Corporation, other than for purposes of reorganization, whether voluntary or involuntary, or by operation of law, none of the assets nor property of the Corporation, nor any proceeds thereof, shall be distributed to any members of the Corporation.

Upon the dissolution of the Corporation, all of its assets remaining after payment of or provision for all liabilities of the Corporation, including the costs and expenses of such dissolution, shall be distributed 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. Any such assets not so disposed of shall be disposed of by the court of common pleas 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.

Approved by the Board of Directors on the ___day of month year_____.

______________________________
Name of Prsident, President

______________________________
Name of Secretary, Secretary

______________________________
Name of Treasurer, Treasurer