OPERATION CATNIP STILLWATER, INC.
(An Oklahoma Non-Profit Corporation)
EIN # 45-4887744
Adopted April 4th, 2012
Name, Purpose and Distributions
SECTION 1.1. Name. The name of the Corporation shall be Operation Catnip Stillwater Inc. (hereinafter referred to as the “Corporation”).
SECTION 1.2. Purpose. The Corporation is established as a non-profit corporation under the laws of the State of Oklahoma and is organized exclusively for the charitable and educational purposes as defined in Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The purposes of the Corporation shall include, but shall not be limited to the following: humanely reduce the feral and free roaming cat population in Stillwater, OK and the surrounding areas by the method of trap-neuter-release; reduce the number of non-adoptable cats presented to local shelters each year; community outreach and education addressing the values of spay/neuter; to cooperate and collaborate with other humane organizations to reach the Corporations established goals.
SECTION 1.3. Principal Office. The principal office for the transaction of the business of the corporation is hereby fixed and located at: Oklahoma State University Center for Veterinary Sciences, 1BVMTH, Room 002G, Stillwater, OK 74078.
The Board of Directors is hereby granted full power and authority to change said principal office from one location to another. Any such change shall be noted in the bylaws by the Secretary, opposite this section, or this section may be amended to state the new location.
SECTION 1.4 Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business or the business of the corporation may require.
SECTION 2.1 Fiscal Year. The fiscal year of the Corporation shall follow the calendar year; January 1st through December 31st of each year.
SECTION 3.1 Powers. The Board of Directors shall be the governing body of the Corporation. The general powers of the Corporation will be exercised, its property controlled and its business and affairs conducted, by or under the direction of the Board of Directors (hereinafter referred to as the “Board”).
SECTION 3.2. Number, Election and Term of Office. The number of directors which shall constitute the whole Board shall be not less than five (5) and no greater than nine (9). The directors shall be elected at each annual meeting of the Board. Nominations for open positions on the Board shall be accepted from members of the Board at the annual meeting. Elected members and officers of the Board shall serve a term of one (1) year. At the end of each one (1) year term, and if duly nominated and elected by the Board, members and officers can serve unlimited consecutive terms.
SECTION 3.3 Qualifications.
Any person receiving monetary consideration from the Corporation shall not be eligible for election as a member or officer of the Board.
All members and officers of the Board must be current contributors to the Corporation.
All members and officers of the Board shall be personally and fully committed to the mission, philosophy, and purpose of the Corporation.
One member of the Board shall be a faculty member at Oklahoma State University.
One member of the Board shall be a student at Oklahoma State University.
SECTION 3.4. Advisory Members. In order to add perspective and promote charitable purposes of the Corporation, the Board may from time to time, by majority vote, confer the title of the “Ex-Officio Director” on one or more individuals. Ex-Officio Directors shall be invited to attend meetings of the Board and shall act in an advisory capacity to the Board; however, Ex-Officio Directors shall not be entitled to vote on any matter. Except for permitted attendance at Board meetings, or as otherwise provided in these By-Laws, Ex-Officio Directors shall have no rights, duties, or obligations with respect to the Corporation. An Ex-Officio Director shall hold such title until the earlier of his or her death, resignation, or removal of such title by majority vote of the Board.
SECTION 3.3. Attendance and Vacancies. Any director who fails to attend one-half (1/2) of the Regular Board meeting in a calendar year or misses three meetings in succession shall be automatically removed from the Board and shall be so notified in writing by the Secretary; any director so removed from the Board shall not be eligible to be re-elected. Any vacancy on the Board whether created by resignation or removal of the member may be filled by a vote of the members at the next regular Board meeting, or at any subsequent regular meeting of said Board. It is not required that a vacancy be filled if by being left vacant it would not drop the Board membership below the minimum number of directors specified in Section 3.2 in this Article III. Special consideration may be given for extenuating circumstances.
SECTION 3.4. Removal and Resignation. The Board may, by a majority vote of members present at a Board meeting, remove a member of the Board, with or without cause. The termination of the member shall be effective at the time of the vote. Any member may resign at anytime by giving written notice to the Board or President. Any such resignation shall be effective on the date received unless otherwise specified therein, and the acceptance of the resignation shall not be necessary to make it effective.
SECTION 3.5. Meetings. Meeting of the Board shall be held at least once per quarter, but can be held as frequently as monthly, at pre-arranged date and time. Meetings shall be held at any place designated by the Board. Notice of the meetings shall be given at least five (5) days previously thereto by written notice to each member at his or her address as shown by the records of the Corporation and may be given personally, by first call mail or by electronic mail and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. Meetings may also be held at any time at the call of the President and/or majority of the Board. At all meetings of the Board, 50% of the regular members of the Board present shall constitute a quorum. Any and all actions of the Board shall be the majority vote of the members of the Board present.
SECTION 3.6. Fees and Compensation. Directors and members of committees may not receive compensation for their services, provided that they may receive such reimbursement for expenses, as may be fixed or determined by resolution of the Board.
SECTION 3.7. Action without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a record or memorandum thereof be made in writing and signed by all directors. Such record or memorandum shall have the same effect as a meeting of Board of Directors and shall be filed with the Secretary of the corporation and made a part of the corporate records.
SECTION 4.1. Committees. The board may adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these By-laws. The Board may provide such other committees as the Board deems desirable and may delegate such committees duties and powers from time to time as it shall deem necessary and desirable. Such other committees may include, but not be limited to, an Advisory Committee, a Fundraising Committee, and a Volunteer Committee.
SECTION 5.1. Officers. The officers of the corporation shall be a President, Vice President, Secretary and Treasurer and any other such officers as may be determined from time to time by the Board. One person may hold two or more offices; provided, however, that no persons shall at the same time hold the offices for President and Vice President. Any adult person currently serving as a member of the Board in good standing may serve as an Officer of the Corporation, following the terms set forth of all Boards members in Article III of these By-laws.
SECTION 5.2. President. The duties of the President shall include, but not be limited to: Presiding at all meetings of the Corporation, the Board, and special meetings, and set the agenda for said meetings; Appointing of all committees, subject to the approval of the Board, and serving as a voting member of said committees; Executing deeds, mortgages, bonds, contracts, or other instruments which may from time to time be authorized by the Board; Performing duties incident to his or her office and such other duties as may be required by law, by the Certificate of Incorporation, or by these By-laws, or which may be directed from time to time by the board.
SECTION 5.3. Vice-President. In the absence or disability of the President, the Vice-President shall perform all duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, the Certificate of Incorporation, or by these By-laws, or as may be directed from time to time by the Board.
SECTION 5.4. Secretary. The Secretary shall be present at all meeting of the Board and shall take and keep full minutes thereof. The Secretary shall give notice of all meetings as herein provided, shall be in charge of the rolls of membership unless otherwise directed by the Board, shall handle correspondence as directed by the Board, and shall perform duties incident to the office of Secretary and such other duties as may be prescribed by law, by the Certificate of Incorporation, or by these By-laws, or as may be directed from time to time by the Board.
SECTION 5.5. Treasurer. The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the books belonging to the Corporation, shall deposit all monies and all other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board, and shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements. Disbursements by the Treasurer may be made by check executed in the Treasurer’s name. The Treasurer shall render to the Officers and to the Board at regular meetings of the Board, or whenever may require it, an account of all transactions of the Treasurer and of the finical position of the Corporation. The Treasurer shall, in general, perform all duties incident to the office of Treasurer and such duties as may be prescribed by law, by the Certificate of Incorporation, or by these By-laws, or as may be directed from time to time by the Board.
Execution of Instruments
SECTION 6.1. Contracts. No officer, Board member, or any other member of the Corporation has any authority to make any agreement or contract attempting to bind the Corporation except as authorized by the Board. If so authorized by the Board, the President or Vice President of the Corporation shall have the authority to execute deeds, mortgages, bonds, contracts, and other instruments.
SECTION 6.2. Approval of Expenditures. The Board must approve all expenditures of the Corporation in excess of five hundred dollars ($500.00) that are not already approved in the Corporation’s budget.
SECTION 6.3. Checks and Notes. Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by either the President or the Treasurer.
SECTION 6.4. Gifts. The Board may accept on behalf of the Corporation any contribution, donation, gift, bequest, or devise for the non-profit purposes of the Corporation, subject to the limitations in the Certificate of Incorporation and these By-laws.
SECTION 7.1. Amendments. These By-laws may be altered, amended, revised or repealed at any meeting of the Board by a two-thirds (2/3) vote of the members present. All amendments first must be presented in writing to the Board.
SECTION 8.1. Dissolution. In the event of dissolution or final liquidation, the Board shall, after paying or making provision for the payment of all the lawful debts and liabilities of Corporation, distribute all the assets of the Corporation to a charitable non-profit organization(s) that operate within the meaning of Section 503(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
SECTION 9.1. Disclosure. The corporation shall make all disclosures as required by federal tax laws and regulations and applicable state laws.
SECTION 9.2. Non Discrimination Policy. The corporation shall not apply its standards, policies, procedures, or practices inequitably or single out any particular party for disparate treatment unless justified by substantial and reasonable cause. The Corporation shall not discriminate against any reasonable application for a volunteer based on the race, color, religion, sex, marital status or sexual orientation.
SECTION 9.4. Lobbying. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise trying to influence legislation, and furthermore, 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 elective public office.
REVISED and APPROVED as of this 17th day of February 2014, by the undersigned, constituting all of the Directors of the Corporation.