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Pro-Animal Future's corporate bylaws, as registered in the State of Colorado. Updated 2023.04
The principal office of the Corporation in the State of Colorado shall be at such location as the Mission Circle shall determine. The Corporation may have such other offices, either within or without the State of Colorado, as the Mission Circle may determine from time to time.
The Corporation shall have and continuously maintain in the State of Colorado a registered office, and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Colorado. The registered agent and the address of the registered office may be changed from time to time by the Mission Circle.
The Corporation shall be known as Pro-Animal Future, though at times it may also conduct business under such names as Pro-Animal Denver, Pro-Animal Colorado, Pro-Animal Oregon, etc.
The mission of the corporation shall be as follows:
Build a political movement to end the farming of animals through grassroots campaigns to turn public support for animals into law.
The Corporation shall not have voting members as that term is used in the Act and shall have no capital stock. However, the Corporation may have such classes of nonvoting members as may from time to time be prescribed by its Bylaws or by the Mission Circle. The designation of each class of members and their respective manner of election or appointment, qualifications, tenure, terms of membership, rights, limitations and obligations shall be as provided from time to time in the Bylaws of the Corporation or by the Mission Circle. Members shall have no voting rights or other management powers. The Corporation shall be governed exclusively by the Mission Circle pursuant to Article IV hereunder.
The affairs of the Corporation shall be managed by its Mission Circle (MC). The Mission Circle shall have all powers and responsibilities of a Board of Directors subject to any limitations set forth in the Act, the Articles of Incorporation, and these Bylaws.
There shall be no less than one (1) and no more than eleven (11) members of the Mission Circle, who may be referred to as “Directors” or "Co-presidents". Directors need not be residents of the State of Colorado. All Directors shall serve until they resign, are removed or until their successors are duly elected and qualified. Directors shall have equal voting privileges to consist of one vote each.
Any Director may be removed, with or without cause, by a majority vote of the Directors present at meeting at which a quorum is present, excluding the Director in question.
Whenever a vacancy occurs on the Mission Circle by reason of death, resignation, incapacity, removal or otherwise, such vacancy shall be filled by a majority vote of the Directors present at a meeting at which a quorum is present.
No annual regular meetings of the Mission Circle are required. However, if there is an annual meeting of the Mission Circle, it shall be held upon notice at such time as determined by itself, and shall be called by any Director. The Mission Circle may provide by resolution the time for the holding of additional regular meetings with notice to be given as set forth herein.
Special meetings of the Mission Circle may be called by or at the request of any Director. Notice of any special meeting shall state the purpose(s) of the special meeting.
Notice of each meeting of the Mission Circle stating the date, time and place of the meeting shall be given to each Director at least two (2) days prior thereto by telephone, facsimile, electronic transmission or any other form of wire or wireless communication (and the method of notice need not be the same as to each Director). A Director may waive notice of any meeting before or after the time and date of the meeting stated in the notice.
A majority of Directors serving the Corporation at the time notice of a meeting of Directors is given shall constitute a quorum for the transaction of business at such meeting of the Mission Circle; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn and reconvene the meeting from time to time without further notice. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Mission Circle unless a greater number of votes are required by the Act or these Bylaws.
No Director may vote or act by proxy at any meeting of the Directors.
Any action of the Mission Circle may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the Mission Circle at which all directors were present. The written action is effective when signed by the required number of directors unless a different effective time is provided in the written action. When written action is permitted to be taken by less than all directors, all directors shall be notified immediately of its text and effective date. Action taken pursuant to this section may be transmitted or received by mail or by facsimile, e-mail, or other form of communication permitted by the Act and must be in a form sufficient to identify (i) the Director or committee member; (ii) the Director's or committee member’s vote, abstention, demand, or revocation; and (iii) the proposed action to which such vote, abstention, demand or revocation relates. For purpose of this section, communication to the Corporation is not effective until received.
A Director who is present at a meeting of the Mission Circle when action is taken is deemed to have assented to all action taken at the meeting unless such Director objects as required under the Act. Such right of dissension or abstention is not available to a Director who votes in favor of the action taken.
Directors or the members of any committee of the Mission Circle may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may hear each other during the meeting. A Director or committee member participating in a meeting by this means is deemed to be present in person at the meeting.
Directors and committee members shall not receive compensation for their services as such; however, the reasonable expenses of Directors and committee members for attendance at meetings may be paid or reimbursed by the Corporation. Directors and committee members shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the corporation in any other capacity.
The Mission Circle hereby adopts the Holacracy constitution, version 5 ("the constitution"), as the core governance document of the organization. The MC delegates the governance and operation of the organization to the Operations Circle, according to the rules laid out in the Constitution.
The Corporation shall keep as permanent records minutes of all meetings of the Mission Circle, a record of all actions taken by the MC without a meeting, a record of all actions taken by a committee on behalf of the corporation, and a record of all waivers of notices of meetings of each Board or any committee of each Board.
The Corporation shall maintain appropriate accounting records.
The Corporation shall maintain its records in written or electronic form.
The Corporation shall keep a copy of each of the following records at its principal office:
The articles of incorporation;
These Bylaws;
A list of the names and business or home addresses of all current Directors and Officers;
All financial statements and Forms 990 prepared for periods ending during the last three years;
The Corporation's application for recognition of exemption and the tax-exemption determination letter issued by the Internal Revenue Service; and
All other documents or records required to be maintained by the Corporation at its principal office under applicable law or regulation.
The Mission Circle may authorize any subcircle, agent or agents of the Organiz to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
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 Treasurer and countersigned by the President of the Corporation.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, or other depositaries as directed by the Board of Directors.
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation so long as consistent with the Articles of Incorporation and these Bylaws.
The Corporation shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, member of any committee of the Corporation, fiduciary or employee of the Corporation against any claim, liability or expense arising against or incurred by such person made a party to a proceeding because such person is or was a Director, officer, agent, member of any committee of the Corporation, fiduciary or employee of the Corporation, or because such person is or was serving another entity as a director, officer, partner, employee, fiduciary or agent or member of any committee at the Corporation’s request.
The Corporation may purchase and maintain insurance on behalf of a person who is or was a Director, officer, employee, fiduciary, agent or member of any committee of the Corporation, or who, while a Director, officer, employee, fiduciary, agent or member of any committee of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of another domestic or foreign corporation, nonprofit corporation, or other person or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person's status as a Director, officer, employee, fiduciary, agent or member of any committee of the Corporation.
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Directors at any regular or special meeting of the Mission Circle if proper notice is given pursuant to Section 4.7; provided, however, that these Bylaws may not be amended in a manner which is in-consistent with the Articles of Incorporation or which would disqualify the Corporation under §501(c)(4) of the Code. Such notice shall summarize the proposed changes to be made.
Each Director shall discharge the Director’s duties as a Director, including the Director’s duties as a member of a committee of the Mission Circle, and each Officer shall discharge the Officer’s duties, (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and (iii) in a manner the Officer or Director reasonably believes to be in the Corporation’s best interests.
In discharging his or her duties, a Director or Officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by (i) one or more Officers or employees of the Corporation whom the Director or Officer reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, a certified public accountant, or another person as to matters the Director or Officer reasonably believes are within such person’s professional or expert competence, or (iii) in the case of a Director, a committee of the Board of which the Director is not a member if the Director reasonably believes the committee merits confidence. A Director or Officer is not acting in good faith if the Director or Officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section 10.2 above unwarranted.
The Board shall adopt a Conflict of Interest Policy. A Director shall promptly disclose to the Board the material terms of any proposed transaction or action involving the Corporation with respect to which such Director may have a conflict of interest. The disclosure shall include all material facts regarding the terms of the transaction, and any relationship that the Director may have with other parties involved in the transaction. Should a conflict of interest exist, the Board shall comply with the requirements of the Act and its duly adopted Conflict of Interest Policy. Section
A Director or Officer is not liable in his or her capacity as a Director or Officer to the Corporation for any action taken or omitted to be taken as a Director or Officer, as the case may be, if, in connection with such act or omission, the Director or Officer performed the duties of the position in compliance with this Article X.
These Bylaws shall be deemed to be made under and shall be construed in accordance with the laws of the State of Colorado.
All Article or section titles contained in these Bylaws are for convenience only and shall not be deemed part of the context of these Bylaws.
All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, gender non-binary, singular or plural as the identity of the person or persons may require.
Adopted by Resolution of the Governing Board of Pro-Animal Future
The purpose of the conflict of interest policy is to protect the interest of Pro-Animal Future (the Organization) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
a) An ownership or investment interest in any entity with which the Organization has a transaction or arrangement.
b) A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
a) An interested person may make a presentation at the governing board or committee meeting, but after presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c) After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
The minutes of the governing board and all committees with board-delegated powers shall contain:
a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
a) A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
c) No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a) Has received a copy of the conflicts of interest policy
b) Has read and understands the policy
c) Has agreed to comply with the policy, and
d) Understands the Organization, in order to maintain its federal tax exemption, must engage primarily in activities that accomplish one or more of its tax-exempt purposes.
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Adopted by Resolution of the Governing Board of Pro-Animal Future
Pro-Animal Future (hereinafter known as the “Organization”) requires board members, committee members and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities, and all directors, committee members and employees to comply with all applicable laws and regulatory requirements.
The Organization seeks to have an “Open Door Policy” and encourages board members, committee members and employees to share their questions, concerns, suggestions, or complaints regarding the Organization and its operations with someone who can address them properly. In most cases, a director, committee member, employee, or volunteer should present his or her concerns to the Mission Lead. However, if a director, committee member, employee, or volunteer is not comfortable speaking with the Mission Lead or is not comfortable with the Mission Lead’s response, the board member, committee member or employee is encouraged to speak with anyone on the Mission Circle whom they are comfortable in approaching, or to directly contact the Organization’s outside legal counsel, whose contact information can be obtained from the President.
No board member, committee member, or employee who in good faith reports a violation of a law or regulation requirement shall suffer harassment, retaliation, or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable persons to raise serious concerns within the Organization prior to seeking resolution outside the Organization
The Mission Circle shall, when necessary, appoint one of its members Compliance Officer. The Compliance Officer is responsible for investigating and resolving all employee complaints and allegations concerning violations of the Principles and/or Code. Outside legal counsel or another director will carry out the functions of the Compliance Officer if the complaint involves the Mission Lead.
The Compliance Officer shall address all reported concerns or complaints regarding corporate accounting practices, internal controls or auditing and shall immediately notify the Board of Directors of any such complaint and work with the Board until the matter is resolved.
Anyone filing a complaint concerning a violation or suspected violation of the law or regulation requirements 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.
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
The Compliance Officer, or the person responsible for carrying out the Compliance Officer’s role with respect to a reported or suspected violation, will acknowledge receipt of the reported violation or suspected violation by writing a letter (or e-mail) to the complainant within five business days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
Adopted by Resolution of the Governing Board of Pro-Animal Future
In order to adopt a Document Retention and Destruction Policy, the Board of Directors of Pro-Animal Future has resolved that all critical information will be retained for seven years or permanently, as described in the categories below. Records will be retained, at the discretion of the Board, either in hard copy or in electronic form; provided, however, if retained electronically, then a second copy of the data shall be made and stored at a second site.
Policy is to cooperate with any reasonable request for information from Government agencies. Notwithstanding any retention guidelines, under no circumstances shall any records (written or electronic) known to be the subject of, or germane to, any anticipated or pending lawsuit or governmental investigation be removed, altered, or destroyed.
Permanent Retention | Seven-Year Retention |
---|---|
Audit reports
Accounts payable ledgers and schedules
Checks (for important payments and purchases)
Bank reconciliations
Contracts (still in effect)
Bank statements
Correspondence (legal and important matters)
Checks (but permanent for important payments)
Deeds, mortgages, and bills of sale
Contracts, mortgages, notes and leases (expired)
Depreciation schedules
Correspondence (general)
Donor records
Correspondence (donors, grantees, vendors)
Financial statements (year end)
Duplicate deposit slips
Grant records
Employment applications
Insurance records, current accident reports, claims, policies
Expense analyses/expense distribution schedules
Minute books, bylaws, and charter Patents and related papers
Internal audit reports
Retirement and pension records
Inventories of products, materials, and supplies
Tax returns and worksheets
Payroll records and summaries
Trademark registrations and copyrights
Personnel files (terminated employees)
Withholding tax statements
Timesheets