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WarmFuzzys Incorporated Bylaws
Article I Name and Purpose of Corporation
A. The name of the corporation organized by the following bylaws is WarmFuzzys Incorporated.
B. WarmFuzzys Incorporated is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954 as now enacted or as hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as section 501(c)(3) exempt organizations. The corporation shall dedicate all volunteered efforts of board members, president, affiliates and volunteers towards the humane care of feral cats within the adopted feral cat colony. WarmFuzzys Incorporated shall use the trap, alter, release and maintain method of care for feral cats. Furthermore, WarmFuzzys Incorporated shall make reasonable efforts towards the rescue, adoption and care of felines within the Kansas City Metropolitan community. WarmFuzzys Incorporated shall provide educational materials to all private and public institutions requesting such services.
Article II Membership
A. WarmFuzzys Incorporated is organized exclusively for charitable purposes as designated within the parameters of section 501(c)(3) of the Internal Revenue Code of 1954; therefore, no part of the net earnings of the corporation shall inure to the benefit of or be distributed in any part to any of its volunteers, directors, private persons, affiliates nor the president and officials of the corporation excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation. Volunteers, affiliates, private parties, and officers will not receive compensation for volunteered services, supplies, maintenance or products.
B. Membership within the WarmFuzzys Incorporation may be either as a voting Board member or non-voting volunteer or affiliate as enumerated in Article II Section D of the WarmFuzzys Incorporation bylaws.
C. Membership in the Corporation is open to all organizations and individuals who subscribe to and further the purposes of this Corporation as set forth in Article I, Section B and who contribute a set amount of time, principal or resources as decided by the board members.
D. Membership: The membership shall be composed as follows:
1. Board Members shall be those persons presently active, directly and substantially, in the fields of feral care and rescue directly involved with WarmFuzzys activities and in compliance with WarmFuzzys directorship and bylaws. Board members shall be voting parties within WarmFuzzys Board of Directors meetings.
2. Non Voting volunteers known hither as affiliates are those persons or organizations who support the goals and activities of the WarmFuzzys, but do not qualify for voting membership as defined by Article II, Section (D)(1).
E. Application for membership shall be made in writing to WarmFuzzys Incorporated in such form as may, from time to time, be established. Applications for membership shall include statement of the areas of the applicants involvement in the field of feral feline rescue and care, and shall contain a statement that the applicant shall obey, accept and be bound by the Bylaws of the WarmFuzzys Corporation.
F. The president or such person as designated by the Board of Directors shall receive and process applications for membership in the WarmFuzzys Corporation.
G. Any Board Member or affiliate whose continued membership is not in the best interests of WarmFuzzys Incorporated may be expelled from the WarmFuzzys Corporation by the following procedure: A written statement of charges allegedly constituting grounds for expulsion and signed by any two (2) board members shall be submitted to the Board of Directors for action. The Board of Directors shall submit a copy of these charges to the member not less than fifteen (15) days prior to the meeting of the Board of Directors at which the Board of Directors is scheduled to review the charges and render a decision. Any written notice given by mail to the board member or affiliate must be given by first class or certified mail sent to the last address of the board member or affiliate shown on the corporation's records. Any board member or affiliate so charged shall have the right to appear before the Board of Directors at this meeting, in person or by written statement, and present evidence in his or her behalf. Removal from WarmFuzzys membership may be effected only by two-thirds (2/3) vote of the WarmFuzzys Incorporations entire Board of Directors. Each board member or affiliate of the WarmFuzzys Corporation agrees to be bound by the decision of the Board of Directors in such circumstances.
H. Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of expulsion, suspension or termination.
Article III Use of Funds
A. In compliance with the Internal Revenue Code of 1954, and specifically within section 501(c)(3), all proceeds, donations, principal and other contributions will be used in its entirety for appropriate spending within WarmFuzzys Incorporated. All funds, whether income or principal, and whether acquired by gift, contribution or otherwise, shall be devoted to said purposes of Article I section B of the WarmFuzzys Incorporated bylaws.
B. Private or public donations specified by the donor towards a specific animal will be utilized and designated solely toward the medical, feeding, housing or other incurred costs of care toward said animal.
C. Private or public donations specified by the donor toward a specific operation will be used solely and exclusively toward the costs of said operation.
D. All non-specified funds and donations will be placed in the WarmFuzzys general account toward general operation costs. Said costs including the purchasing of necessary equipment for rescue operations, care, trapping or altering of feral animals within any feral cat colony under the care of WarmFuzzys Incorporated. Such funds may also be used for the purchasing or maintenance of supplies, reserves, medical expenses or other incurred costs of the Corporation towards the said purposes of the Corporation as explained in Article I Section B of the WarmFuzzys bylaws.
E. The corporation shall not lend any of its assets to any officer, board member or affiliate of this corporation nor guarantee to any person the payment of a loan by an officer, board member or affiliate of this corporation.
F. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 as now enacted or hereafter amended through the funds donated or otherwise obtained by the WarmFuzzys Incorporation.
Article IV Meetings
A. Closed board meetings will be organized by board members once per month, the time and specific date of which shall be decided by the board of directors.
B. Minutes will be documented by a designated member of the board of directors during each closed meeting and published within the organization for the viewing and understanding of affiliates of WarmFuzzys Incorporated.
C. Minutes shall not be released to the general public with the sole exception of such minutes being released to the general public by the majority vote within said closed board meeting.
D. Notice of meetings of directors shall be in writing and shall state the day, hour, and place of such meeting; and shall be issued and posted by mail to each director of the WarmFuzzys Corporation at the address of that board member. The date of posting shall not be less than fourteen (14) days prior to the date of such monthly meeting and no more than sixty (60) days prior to the said meeting. Alternatively, such notice may be given personally to each board member provided such member executes a receipt thereof.
E. An emergency meeting may be called of the Board of Directors to be held in the event of a emergency. Said special meetings are hereinafter exempt from such notice as scheduled monthly meetings as enumerated in Article IV, Section D. Notice for special meetings may be provided in the form of electronic or telephone communications as well as written notice. Notice of an emergency meeting will include a description of the matter or matters for which the meeting is called. All provisions of the regular bylaws consistent with the emergency meeting remain effective during the emergency. The emergency meeting bylaws are not effective after the emergency ends.
F. Meetings of the Board of Directors, regular or special, in person or by teleconference, will be held at the registered office of this Corporation or any other place within or without the state of incorporation, as provided, or such place or places as the Board of Directors designates by resolution duly adopted.
Article V Board of Directors
A. The Board of Directors is that group of persons vested with the responsibility for management of the business and affairs of the Corporation.
B. The qualifications for becoming and remaining a board member of this Corporation are as follows:
1. Directors need not be residents of the state of incorporation.
2. Directors must be members of this Corporation in good standing, either volunteer or affiliate and are nominated to this position by the Board of Directors.
3. Directors must have an interest in the promotion of the purposes of the Corporation.
C. The Board of Directors of this Corporation shall be comprised of no less than three (3) and no more than twenty one (21) members. The Directors may, as needed, elect additional Directors up to the maximum number of twenty one (21) Directors.
D. Any vacancy occurring in the Board of Directors may be filled by appointment by a majority of the remaining Board of Directors.
E. Any Board member not present for three (3) consecutive meetings shall be considered removed, subject to a two thirds (2/3) majority approval of the remaining members.
F. A director may resign at any time by delivering written notice to the board of directors, its president or vice president. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. In the event of the resignation of the president, the president may vote on the appointment of replacement as his or her final act in office as president.
G. The president will preside as the Chairperson of the Board and oversee the operation of the Board, organization of its meetings, and committees. The president will perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors.
H. The vice president will perform all duties and exercise all powers of the president when the president is absent or otherwise unable to act. The vice president will perform such other duties as may be prescribed from time to time by the Board of Directors.
I. The president may hold a term for six (6) years. The president may be elected for successive terms.
Article VI Operations
A. The fiscal year of this Corporation shall begin on January 1 and end on December 31 of each year.
B. Except as otherwise provided by law, drafts, promissory notes, orders for the payment of money, check drafts against the main WarmFuzzys checking account, and other evidences of indebtedness of this Corporation will be signed by the President or Vice President of the corporation. Contracts, leases, or other instruments executed in the name of and on behalf of the Corporation will be signed by two of the duly elected officers of the Corporation. In addition, checks against defined limited operating accounts may be signed by the president or vice president.
C. This corporation will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its Board of Directors meetings. The Corporation will keep at its registered office a membership register giving the names and addresses, and showing other details of the membership of each, and the original or a copy of its Bylaws including amendments to the date certified by the president and vice president of the WarmFuzzys Corporation.
D. All books and records of this Corporation may be inspected by any board member, or his agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating such purpose.
E. Upon inspection, WarmFuzzys Incorporated may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
F. Membership lists of WarmFuzzys Incorporated or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Said membership list shall not be used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation nor shall it be used for commercial purposes or sold to any person.
G. This Corporation will not have nor issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be distributed to its Volunteers, Affiliates, Directors or Board Members.
Article VII Amendments
A. WarmFuzzys Incorporated may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment. An amendment to the bylaws will require a two-thirds (2/3) vote by the Board of Directors.
B. If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Article IV subsection (D) of the WarmFuzzys Incorporation bylaws. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
C. In accordance with section 355.571 of the Missouri Nonprofit Corporation Act, WarmFuzzys Incorporated upon amending its bylaws shall deliver to the secretary of state articles of amendment setting forth all pertinent information required by law including organization name of WarmFuzzys Incorporated, the date of amendment, the purpose and wording of amendment as well as results of voting in which amendment was enacted.
Article VIII Dissolution
A. On dissolution of the Corporation, all property, after payment of provision for debts, shall be distributed to and among corporations, trusts, associations, funds, or foundations organized and operated exclusively for charitable, scientific, literary, or educational purposes within the meaning of Section 501 ( c ) (3) of the Internal Revenue Code of 1954.
B. WarmFuzzys Incorporated shall give twenty days notice of any meeting at which dissolution will be approved. The notice, in accordance with section 355.386(3) of the Missouri Nonprofit Corporation Act, will state the purpose or purposes of said meeting to consider dissolution of the corporation.