Healing Spirits Ranch & Rescue, Inc.
Healing Spirits Ranch & Rescue, Inc.
When disaster strikes - we will respond!
OFFICIAL BYLAWS
OF
HEALING SPIRITS RANCH AND RESCUE, INC.
ARTICLE I
GENERAL
Section 1.
Name.
The name of the Corporation is Healing Spirits Ranch and Rescue ,Inc.("Corporation").
Section 2
.Registered Office.
The registered office of the Corporation shall be Station 4 - Headquarters - Texas, 15224 Hwy 259 South, Mt. Enterprise, Texas, 75681. This will be the Main Office until further notice, however, Station 1 is still targeted to open in Hope, Arkansas; as well as Station 2 in Keithville, Louisiana once locations are finalized.
Section 3A
.Purpose.
The Corporation is organized as a non-profit corporation and will be operated exclusively for charitable, scientific, and educational purposes( including the making of distributions to 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 purpose in such a manner that no part of its net earnings shall insure to the benefit of any
Officer or individual.
3B.GROUP MISSION STATEMENT.
1.) Conduct ourselves in a professional manner 24/7/52 as a professional Fire Rescue/Animal Rescue Organization on a National level as a well trained "Disaster Rescue Elite Organization", working as a Mutual Aid agency to all Emergency Operations Management protocol and Standard Operations Protocol.
2.) Teach/train/certify 75% of all employees and volunteers in NIMS certification. Fire fighters to be well trained in large animal rescue within a 2 year period once applications for enrollment has been received and cleared by Board of Directors, but also update all current state certificates if needed.
3.) Educate, train communities that surrounds our offices public safety in rural areas,fire safety in rural and agricultural areas and storm awareness with proper preparation.
Section 4.
No Lobbying.
No substantial of the activities of the corporation shall be the 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 imposition to any candidate for public office. Not withstanding any other provisions of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are motion furtherance of the purposes of the corporation.
Section 5.
Other Offices.
The Corporation may also have officers at such other places both within and without the State of Arkansas as the Board of Directors may from time to time determine.
ARTICLE II
CORPORATE DIRECTORS
Section 1.
NUMBER, ELECTION, RESIGNATION, and Removal of Directors.
The number of persons who shall constitute the Board of Directors of the Corporation shall be not less than three (3) nor more than twenty (20), or
as otherwise provided by law. The initial Board of Directors shall consist of
Four (4) directors at this point, and no one outside this executive board of
Directors/Founder can or will present any voting privileges, power, or ability for a motion to terminate, relieve from active business of the organization outside of this board membership. Except for the Initial Primary Director/Founder who is in charge and responsible of approving changes and/or actions of the corporation , though directors of other divisions of the corporation can be appointed or voted upon by also this executive board of directors. Their term will be for no less than one (1) year with a maximum time period of four (4) years and can be re-elected or appointed after that time by the executive board of directors.
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. These actions can be changed by the primary Director/President to immediately activate and interim appointed member to,
As an interim, hold that vacancy of the position/officer.
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 Organizational Meeting of the Incorporator, are as follows:
The current officers of those positions are and should be updated to those people that hold those positions, those changes are:
Daniel E. Kennedy, - Founder/Primary Director/CCO/ Staging Commander
Terri L. Dean, - Vice-President/Fund Raiser Captain
(TBA) Secretary
Jane Holcomb - Treasurer (also current acting Corporate Secretary until the position is approved by all member vote).
Directors of committees can and will include officers of sections or divisions which includes team leaders or section leaders who are officers of the Executive Board.
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. (Subject to following protocol of Professional Parlimental Rules)
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 meetings of the Board of Directors may be called by any director. Except as provided below, notice stating the date, time and place of a special meeting of the Board of Directors shall be delivered to each director not less than two(2) days nor 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 of 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 Arkansas aaaacode Ann. 4-33-823.
Section 8.
Quorum and Manner of Acting.
Except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws, at all meetings of the Board of Directors, or any committee/sub-committee designated by the Board of Directors, a majority of the full number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the 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 there at 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 taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings with the minutes of the Board of Directors or committee, as the case may be.
Section 10.
Meetings 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 is qualified 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 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 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 committees 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 10 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 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 ( 1) 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 Board of Directors; or ( 2) 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 into 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 by these Bylaws.
Section 2.
Election;
Term of office;
Registration; 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=om 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. Any 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 accusing 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 as a fire district commander, at all missions in field and administratively or concerning an 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. There will be no Board of Directors/Officers who will have the power to submit movements or amendments to terminate or remove the President or Vice-President for reasons of self-serving purposes, or accusations of conflict
of interests. All officers will always respect the privacy of fellow officers as long as there is no criminal intent by the officer. Only internal investigations by the President and Vice-President can and will justify these accusations for reasons to consider organizational re-assignment of that officers position and/or termination of the membership of the member, it must be consulted through a business lawyer before these actions are taken, and he must be a legal representative of 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’s 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 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 there at in a book 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 of the Corporation..The Secretary shall give, or cause to be given, notice of all meetings and special meetings of the Board of Directors, and shall perform such other duties which 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 seal 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 transactions, 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 of to the office of Treasurer and such other duties that may be required by law, the Articles of Incorporation, these Bylaws, or which may be assigned from time to time by the Board of Directors including but 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, 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 affixed; © 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 2a).
Waivers of Notice.
Whenever any notice is required by law, the Articles of Incorporation or these 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 delivered to the Corporation for inclusion in the minutes or filing in 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.
2b). Motto.
1). We at all times will internally by membership earn the respect from the communities, local government, state government, and law enforcement that we are to be considered a professional Fire Department and platoon of a National Disaster Response Group that are recognized as a support group to all state and federal agencies as a Search and Rescue Team.
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 if such person discharged his or her duties (a) in good faith; (b) exercised and used the same degree of care and skill of a prudent person in a like position would have exercised and used under similar circumstances; and ( c ) in a manner the director or officer reasonably believed to be in the best interests of the Corporation. Unless a 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 reasonably 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 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/she 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 and all other states, 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 settlements) 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 with 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
NOTE: new amendments to this section is currently under construction.
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