Animal Action Network
A non-profit Colorado Group Working for Compassion
BYLAWS OF ANIMAL ACTION NETWORK
Updated May 20, 2014
ARTICLE I – OFFICES
Section 1: Registered Office. Animal Action Network shall at all times maintain in the State of
Colorado a registered agent, whose business office shall be the registered office of Animal Action Network.
Section 2: Other Offices. Animal Action Network may also have such other offices within or
without the State of Colorado as the Board of Directors may, from time to time, designate, and as the
business and affairs of Animal Action Network may require.
ARTICLE II – PURPOSES
Section 1. Nature of Corporation. Animal Action Network is a nonprofit corporation formed in
Colorado, which is organized and shall be operated in accordance with the meaning and provisions of
Section 501(c)(3) of the Internal Revenue Code and the regulations issued thereunder.
Section 2. Primary Purposes. Animal Action Network is organized for the purposes set forth in
its Articles of Incorporation which are filed with the State of Colorado.
ARTICLE III – BOARD OF DIRECTORS
Section 1: General Powers. The Board of Directors shall have the general power to manage and
control the affairs and property of Animal Action Network, and shall have full power, by majority vote, to
adopt rules and regulations governing the action of the Board of Directors.
Section 2: Number, Election, and Term of Office. The Board of Directors shall consist of no
less than three (3) members. Directors need not be residents of the State of Colorado. Election to the
Board of Directors shall be by majority vote of the members of the Board of Directors, which shall occur
whenever the board deems necessary. Each Director shall hold office for a term of one (1) year and
thereafter until successor is qualified and elected.
Section 3: Officers. The Board of Directors will designate from among its members a Director,
CoDirector, Secretary, Treasurer and such other officers as it may consider appropriate with such duties
as it may prescribe.
Section 4. Vacancies. Any vacancy occurring on the Board of Directors prior to the expiration of a
term shall be filled by such person as shall be elected by the remaining members of the Board of
Directors. A Director so elected to fill a vacancy shall hold office for at least the unexpired term of his/her
predecessor in office.
Section 5. Regular Meetings. The Board of Directors shall hold regular meetings at least quarterly at such time and place as the Board of Directors shall by resolution prescribe.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of any Director. The person or persons authorized to call special meetings of the Board of Directors may fix a mutual agreed upon date, time, and place, within Colorado, as the date, hour, and place for holding any special meeting of the Board called by them.
Section 7. Notice. Notice of any special meeting of the Board of Directors shall be given at least fifteen (15) days previously thereto by telephone or in person or written notice delivered or sent by mail, or means of electronic transmission to each Director at his/her address as shown in the records of Animal Action Network. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at, and the purpose of, any meeting of the Board of Directors need not be specified in the notice or waiver of notice of such meeting.
Section 8. Quorum and Proxies. A majority of the total number of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but, if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Proxies shall not be permitted.
Section 9. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 10. Compensation. Directors as such shall not receive any stated salaries for their services but may be reimbursed for board approved expenses. Nothing herein shall be construed to preclude any Director from serving Animal Action Network in any other capacity and receiving compensation therefor.
Section 11. Informal Action. Any action may be taken without a meeting of the Directors if a consent in writing setting forth the action so taken shall be signed by all of the Directors.
Section 12. Resignation; Removal. (a) A Director may resign from the Board of Directors at any time by giving notice of his/her resignation by e-mail to the President or Secretary of Animal Action Network or by presenting his/her written resignation at a regular or special meeting of the Board of Directors. (b) Except as otherwise provided by law, at any meeting of the Board of Directors called expressly for that purpose, any Director may be removed, with or without cause, by the vote of a majority of the Directors then in office.
Section 13. Attendance at Meetings. Any Board member who misses two board meetings during their term of office, without a reasonable excuse acceptable to the Board of Directors, may be considered to have resigned from the Board of Directors.
Section 14. Voting Between Meetings. If a specific action requiring a vote of the board is of sufficient urgency to warrant prompt action but is of insufficient importance or complexity to warrant a special meeting, the Board of Directors can be polled by e-mail, Post Office mail or telephone.
Section 15. Conflict of Interest. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his/her seat and refrain from discussion and voting on said item.
ARTICLE IV – REGULAR COMMITTEES
Section 1. Purposes. The Board of Directors may establish such regular committees to assist it in the performance of its duties as it considers appropriate.
Section 2. Number, Election, and Term of Office. The number of members of each regular committee shall be determined by the Board of Directors. Members of each regular committee shall be elected by the affirmative vote of a majority of the Board of Directors and shall serve until resignation or removal by the affirmative vote of a majority of the Board of Directors.
Section 3. Officers. The President may designate from among the members of each regular committee a Chairman and Vice Chairman of such committee, and such other officers as the President may determine. The Chairman, Vice Chairman, and any other officers of each such committee shall have such duties as the President prescribes.
Section 4. Vacancies. Vacancies in the membership of any committee shall be filled by the Board of Directors.
Section 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.
Section 6. Rules. Each committee may adopt rules for its own government not inconsistent with the Bylaws or with rules adopted by the Board of Directors.
Section 7. Powers. Each regular committee shall have such powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the Bylaws.
ARTICLE V – ADVISORY COMMITTEES
Section 1. Purpose. The Board of Directors may establish an Advisory Board and such other advisory committees as it considers appropriate. The purpose of all such committees shall be to advise the Board of Directors on such matters relating to Animal Action Network as the Board of Directors designates.
Section 2. Number, Election, and Term of Office. The number of members of each advisory committee shall be as determined by the Board of Directors. Members of each advisory committee shall be elected by the affirmative vote of a majority of the Board of Directors and shall serve until resignation or removal by the affirmative vote of a majority of the Board of Directors.
Section 3. Powers. Each advisory committee shall have the power to advise the Board of Directors and such other powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the Bylaws.
ARTICLE VI – OFFICERS
Section 1. Officers. The Officers of Animal Action Network shall be a President, Vice President, Secretary, Treasurer, and such other Officers as may be elected in accordance with the provisions of this/her Article.
Section 2. Election and Term of Office. The Officers of Animal Action Network shall be elected by a majority vote of the members of the Board of Directors at any meeting of the Board thereafter. New offices may be created and filled at any meeting of the Board of Directors. Each Officer shall hold office for a term of one (1) year and thereafter until his/her successor has been qualified and duly elected.
Section 3. Removal. Any Officer may be removed upon an affirmative vote of two-thirds of the entire Board of Directors, whenever in its judgment the best interests of Animal Action Network would be served thereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the chief executive officer of Animal Action Network and, in general, shall supervise and control all of the business and affairs of Animal Action Network. He/she may sign, with the Secretary or any other proper Officer of Animal Action Network authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments or documents which the Board of Directors has authorized to be executed; and he/she shall perform all such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice President. In the event the death, resignation or removal of the President, the person who serves as Vice President shall assume the office of President until the Board of Directors elects a successor to the President and shall perform all such other duties as may be prescribed by the Board of Directors from time to time.
Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; be custodian of the corporate records; and perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 8. Treasurer. The Treasurer shall be responsible for all funds and securities of Animal Action Network; receive and give receipts for monies due and payable to Animal Action Network and deposit all such monies in the name of Animal Action Network in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of the Bylaws; and perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
ARTICLE VII – CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of Animal Action Network, in addition to or in place of the Officers so authorized by the Bylaws, to enter into a contract or execute and deliver any instrument or document in the name and on behalf of Animal Action Network, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, and Similar Documents. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of Animal Action Network, shall be signed by such Officer or Officers and/or agent or agents of Animal Action Network and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. Deposits. All funds of Animal Action Network shall be deposited from time to time to the credit of Animal Action Network in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts and Contributions. The Board of Directors may accept on behalf of Animal Action Network any contribution, gift, bequest, or devise for the general purposes or for any special purpose of Animal Action Network. Such contributions, gifts, bequests, or devises shall be in conformity with the laws of the United States, the State of Colorado, and any other relevant jurisdiction.
Section 5. Board Member Spending Limit. Any board member can spend and be reimbursed up to $50.00 concerning Animal Action Network business without permission from the board.
Section 6. Reimbursements. Except for Article VII Section 5, the activity for which a reimbursement is requested must be approved by the board prior to the activity. Receipts for reimbursement should be sent to: AAN Financial Officer, P.O. Box 72, Indian Hills, Colorado 80454. The Financial Officer, after verifying the expense has been previously approved, will mail the reimbursement.
At all events, monies will be collected and secured by event coordinator(s). All monies collected will be counted and given or mailed to a board member for deposit in accordance with Article VII, Section 3.
ARTICLE VIII – BOOKS AND RECORDS
Section 1. Records of Account. Animal Action Network shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
ARTICLE IX – FISCAL YEAR
Section 1. Fiscal Year. The fiscal year of Animal Action Network shall begin on the first day of January and end on the last day of December in each year.
ARTICLE X – WAIVER OF NOTICE
Section 1. Waiver of Notice. Whenever any notice is required to be given under the provisions of the law of Colorado or under the provisions of the Articles of Incorporation or the Bylaws of Animal Action Network, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI – AMENDMENTS TO BYLAWS
Section 1. Changes to the Bylaws. The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority vote of the Board of Directors present at any meeting, if at least fifteen (15) days written notice is given of intention to alter, amend or repeal the Bylaws or to adopt new Bylaws at such meeting.
ARTICLE XII – BRANCHES
Section 1. Branches. The Board of Directors may establish or dissolve branches of Animal Action Network as it sees fit.
Section 2. Branch Coordinator. Each branch will have a Branch Coordinator and shall coordinate all branch activities with the Board of Directors. The Branch Coordinator must in good standing and comply with all Animal Action Network policies, procedures and bylaws.
Section 3. Meeting Attendance. Branch Coordinators should attend board meetings as determined by the Board of Directors.
Section 4. Branch Events. Animal Action Network encourages branches to sponsor events following the guidelines in Article XIII.
ARTICLE XIII – EVENTS
Section 1. Events. All Animal Action Network events will be approved by the Board prior to the event. Only board approved materials and information can be used during events.
Section 2. Representation. Only board members, Branch Coordinators and volunteers in good standing with Animal Action Network may represent Animal Action Network at events.
Section 3. Event/Booth Presentation. We respectfully ask that all items displayed, advertised, sold or sampled may not be, contain, reference the use of nor be tested on animals. This includes but is not limited to the following items and or ingredients such as, flesh, dairy, eggs, honey, beeswax, gelatin, coral, silk. Skin products such as leather, snake, alligator, wool, feathers. Hides such as cow, bear, dear, elk, fur. If it is not plant based or a fully man made product, please do not use it.