Bylaws
BYLAWS OF
HEALING SPIRITS RANCH AND RESCUE, INC.
ARTICLE I
GENERAL
Section 1. Name. The name of the Corporations is Healing Spirits Ranch and Rescue, Inc. (“Corporation”).
Section 2. Registered Office. The registered office of the Corporation shall be 495 Hemstead 56, Hope, Arkansas 71801.
Section3. Purpose. The Corporation is organized as a non-profit corporation and will be operated exclusively for charitable, scientific and education purposes (including the making of distributions to the organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (“Code”), or the corresponding provision of any future United States Internal Revenue Law) within the meaning of 501(c)(3) of the Code and its activities shall be conducted for the aforesaid purposes in such a manner that no part of its net earnings shall inure to the benefit of any officer or individual.
Section 4. No lobbying. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the corporation.
Section 5. Other Offices. The Corporation may also have offices or Fire Rescue Stations at such other places both within and without the State of Arkansas as the Board of Director may from time to time determine to provide services as needed.
ARTICLE II
DIRECTORS
Section 1. Number, Election, Resignation and Removal of a Board of a Director. The number of persons who shall constitute the Board of Directors of the Corporation shall not be less than three(3) or more than twenty(20), or as otherwise provided by law. The initial Board of Directors shall consist of four(4) directors. The number of directors may be changed by amendment to these Bylaws approved by a majority of the then serving Board of Directors. Except for the Founder/Primary Director, directors shall be elected at the first regular meeting held each year. Any director may resign at any time upon written notice to the Board of Directors. A resignation is effective when the written and signed notice on the effective date unless the notice specifies a later effective date. If a resignation is made at a later date, the Board of Directors provides that the successor does not take office until the effective date. A director may be remove without cause by the vote of a majority of the directors present at a meeting which is called for the purpose of removing the director and for which the meeting notice stated that the purpose, or one of the purposes, of the meeting is removal of the director. The Primary Director is solely responsible for all Financial responsibility of the corporation, thus CANNOT be removed at any time by other Board of Directors, unless legal medical reasons determine the Founder and Primary Director is no longer able to uphold and maintain his position. ONLY the Primary Director can appoint and/or approve of an officer of his choice to act as his authorized Aide in his absence.
Section 2. Vacancies. Vacancies may be filled by a majority vote of the directors then in office, though less than a quorum, and each of the directors so chosen shall hold office for the unexpired term of his or her predecessor and until his or her successor is elected and qualified or until his or her earlier resignation or removal.
Section 3. Term of Office. The term of office of each director, other than the Initial Directors, shall be from the date of election until the first regular meeting of the Board of Directors three (3) years following such director’s election to the Board of Directors and until his or her predecessor has been duly elected and qualified or until such director’s resignation or removal, as herein provided. A director may serve successive terms.
Section 4. Initial Directors. The Initial Directors of the Corporation, as provided in the Minutes of the Organizations Meeting of the Incorporation, are as follows:
Daniel E. Kennedy President/CEO
Randy Knight Vice President
Catherine Dupree Secretary
Treasurer
Section 5. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts as are provided in these Bylaws or the Articles of Incorporation.
Section 7. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Arkansas. Regular meetings of the Board of Directors shall be held at the registered office of the Corporation on the first Monday of each month. If the first Monday of a month is a holiday, the meeting shall be held on the second Monday of such month. Regular meetings may be held without notice. Special meeting of the Board of Director may be called by any director. Except as provided below, notice stating the date, time, and place of the special meeting of the Board of Directors shall be delivered to each director not less than two(2) days or more than thirty(30) days before the date of the meeting. The notice need not specify the business to be transacted. Any board action to remove a director or to approve a matter that would require approval by the members if the Corporation had members shall not be valid unless each director is given at least seven(7) days’ written notice that the matter will be voted upon at a directors’ meeting or unless notice is waived as permitted under Ark. Code Ann 4-33-823.
Section 8. Quorum and Manner of Acting. Except as many be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws, at all meetings of the Board of Directors or any committee designated by the Board of directors, a majority of the full number of directors present at any meeting at which there is a quorum shall be the act of the Board of Directors or committee as the case may be. If a quorum shall not be present at any meeting of the Board of Directors or committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Actions of Board Without a Meeting. Unless otherwise provided by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or committee, as the case may be.
Section 10. Meeting by Means of Conference Telephone. Unless otherwise provided by the Articles of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other. Participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting.
Section 11. Committees. Unless otherwise provided by the Articles of Incorporation or these Bylaws, the Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of two(2) or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. A committee may not, however:
(a) authorize distributions:
(b) approve the dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the Corporation’s assets;
(c elect, appoint, or remove directors or fill vacancies on the Board of Directors or any of its committees; or
(d) adopt, amend, or repeal the Articles of Incorporation or these Bylaws.
Each committee shall serve at the pleasure of the President and/or the Board of Directors and shall act only in intervals between meetings of the Board of Directors, and shall in all respects be subject to the control and direction of the President and/or Board of Directors. Any act or authorization of any act by any committee, within the authority delegated above, shall be as effective for all purposes as the act or authorization of the Board of Directors; provided that the designation of such committee and the delegation of authority to them shall not operate to relieve the Board of Directors of any responsibility imposed upon it by law. Section 4 through Section of these Bylaws shall govern meetings of each committee.
Section 12. Compensation. The directors may be reimbursed, to the extent legally permissible, their expenses, if any, of attendance at each meeting of the Board of Directors. Members of special or standing committees may be reimbursed their expenses, to the extent legally permissible, for attending committee meetings.
Section 13. Interested Directors. No transaction between the Corporation and one or more of its directors, or between the Corporation and any other entity, in which one or more of its directors have a direct or indirect interest, shall be voidable solely because of such relationship, if (i) the material facts as to his, her, or their relationship or interest and as to the transaction are disclosed to or are known by the Board of Directors and the Board of Directors in good faith authorizes, approves, or ratifies the transaction by the affirmative votes of a majority of the disinterested directors; however, such transaction may not be authorized, approved, or ratified by less than a majority of the entire Board of Directors; or (ii) the transaction was fair to the Corporation at the time it was entered into. For purposes of this section, a director of the Corporation has an indirect interest in a transaction and it should be considered by the Board of Directors if: (i) another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction, or (ii) another entity of which the director is a director, officer, or trustee is a party to the transaction.
ARTICLE III
OFFICERS
Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall consist of a Chief Commanding Officer, Lieutenant commander, Secretary, Treasurer, and any other officers deemed to be necessary. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Articles of Incorporation or these Bylaws.
Section 2. Election: Term of Office; Resignation; Removal; Vacancies: The Board of Directors shall elect the officers of the Corporation. Such officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. All officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future effective date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date. Any officer may be removed at any time by the Board of Directors with or without cause. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.
Section 3. Chief Commanding Officer. The Chief Commanding Officer shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation. The Chief Commanding Officer shall 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.
Section 4. Lieutenant Commander. The Lieutenant Commander shall perform such duties as from time to time may be assigned to him or her by the Board of Directors. In the absence of the Chief Commanding Officer or in the event of the Chief Commanding Officer inability to act, the Lieutenant Commander so designated by the Board of Directors shall perform the duties of the Chief Commanding Officer, and when so acting, shall have all the powers of and be subject to all of the restrictions upon the Chief Commanding Officer.
Section 5. Secretary. The Secretary shall attend all meetings of the Board of Directors and record all the proceedings thereat in a book or books to be kept for that purpose, the Secretary shall also perform like duties for the standing committees when required. The Secretary need not be (but may be) a director for the Corporation. The Secretary shall give, or cause to be given, notice of all meeting and special meeting of the Board of Director, and shall perform such other duties as may be prescribed by the Board of Directors, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the special meetings of the Board of Directors, then the Board of Directors may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation, and the Secretary shall have authority to affix the same to any instrument requiring it and when so affixed it may be attested by the signature of the Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Section 6. Treasurer. The Treasurer shall keep and maintain adequate and correct accounts of the Corporation’s properties and business transaction, shall render reports and accountings to the Board of Directors as required by the Board of Directors, or by law, and shall perform in general all duties instant to the office of Treasurer and such other duties that may be required by lay, the Articles of Incorporation, these Bylaws, or which may be assigned from time to time by the Board of Directors including by not limited to the preparation and filing of all income tax returns and applying for credit cards in the name of the Corporation.
Section 7. Compensation. Compensation to the officers for their services may be set from time to time by the Board of Directors. No officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director of the Corporation.
ARTICLE IV
NOTICES
Section 1. Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, or member of a committee such notice may be given by mail, addressed to such director, or member of a committee, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and, unless otherwise provided by law, such notice shall be effective at the earlier of the following; (a) when received (b)five (5) days after its deposit in the United States Mail as evidenced by the postmark, if mailed correctly addressed and with first class postage affixed; (c on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by on behalf of the addressee; or (d) thirty (30) days after its deposit in the United States Mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered, or certified postage affixed. Notice may also be given in person, by telephone or facsimile, or other form of wire or wireless communication, or by private carrier. Oral notice is effective when communicated, if communicated in the comprehensible form.
Section 2. Waivers of Notice. Whenever any notice is required by law, the Articles of Incorporation or there Bylaws, to be given to any director, or member of a committee, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, and deliver to the Corporation or inclusion in the minutes or filing with the corporate records shall be deemed equivalent thereto. A director’s or committee member’s attendance or participation in a meeting waives any required notice of the meeting unless the director or committee member, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with the Articles of Incorporation or these Bylaws objects to lack of notice and does not thereafter vote for or assent to the action.
ARTICLE V
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Liability and Indemnity. No person shall be liable to the Corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him or her as an officer or director of the Corporation is such person discharged his or her duties (a) in good faith; (b) exercised and used the same degree of care and skill as a prudent person in a like position would have exercised and used under similar circumstances.; and (c in a manner the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted unwarranted, an officer or director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by one or more officers or employees of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, or legal counsel, public accountants, or other persons as to matters the officer or director reasonable believes are within the person’s professional or expert competence. The foregoing shall not be exclusive of other rights and defenses to which he or she may be entitled as a matter of law.
Section 2. Indemnification Rights. Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit, or proceedings, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was a director, officer or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer or agent of another corporation, or as its representative in a Directorship, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under and pursuant to any procedure specified in the Arkansas Nonprofit Corporation Act of 1993, as amended from time to time, against all expenses, liabilities, and losses (including attorney’s fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right that may be enforced in any lawful manner by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or agents may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any agreement, provision of law, or otherwise, as well as their rights under this paragraph.
Section 3. Insurance. The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer or agent of another corporation, or as its representative in a Directorship, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.
ARTICLE VI
PROVISIONS FOR DISSOLUTION
In the event of the liquidation, dissolution or winding up of the Corporation, the Board of Directors shall, after paying or making sufficient provision for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, literary, or scientific purposes as shall at the time qualify as an exempt organization or organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue Law, as the Board of Directors of the Corporation shall determine. Any such assets not so disposed of shall be disposed of by the circuit court of the country in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organization, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE VII
AMENDMENTS
Subject to provisions contained in the Articles of Incorporation pertaining to amendment of the Corporation’s Bylaws, these Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the directors of the Corporation by the vote of at least two-thirds (2/3) of the directors present at a meeting which is called for the purpose of amending the Bylaws and for which the meeting notice states that they purpose, or the purposes, of the meeting is the amendment of the Bylaws.
APPROVED as of the _9_ day of December, 2009.
___________________________ _______________________________________
Date Daniel E. Kennedy, President
