DINING 4 ANIMALS

BYLAWS

Adopted 7-19-16

 

ARTICLE 1 – NAME

The name of this organization is Dining 4 Animals, Inc., a non-profit corporation.  It will be known here simply as D4A.

ARTICLE 2 – PURPOSE AND POLICY

SECTION 1- MISSION

To promote fundraising in support of animal rescue centers.

SECTION 2- PURPOSE

To help provide funding in aid of preventing animal homelessness.  To promote animal welfare and educate the public about the humane care and treatment of animals.  To promote the public awareness of the importance of spaying and neutering your pets.

SECTION 3 – POLICY

Promote D4A fundraising events across the world, in support of local animal rescues and shelters.  Provide a forum for fundraising by individuals and groups.

ARTICLE 3 – MEMBERSHIP

SECTION 1 – ELIGIBILITY

Anyone willing to support the mission, purpose and policy of D4A by hosting an event, or participating in an event, is eligible.  Membership is not excluded to the BOD.

ARTICLE 4 – BOARD OF DIRECTORS

SECTION 1 – GENERAL POWERS

The Board of Directors is the governing body of D4A and has the responsibilities if developing and setting overall policy.  The President and Board members are authorized spokespersons for the decisions of the Board.

SECTION 2 – NUMBER OF DIRECTORS

D4A shall be governed by a BOD consisting initially of 3 members, with new members being decided during the October Annual Meetings.  Only voting members may serve as Directors.

SECTION 3 – TERM OF SERVICE

Directors shall be elected for a term of 3 years, with no maximum service in place.  New Directors shall assume responsibilities at the October meeting of the Board of Directors.

SECTION 4 – COMPENSATION

All members of the Board of Directors and its officers shall serve without compensation

SECTION 5 – CONFLICT OF INTEREST

The Board of Directors will abide to an established Conflict of Interest policy.

SECTION 6 – STANDARDS OF CONDUCT

Each Director shall discharge his or her duties as a Director, including the Director’s duties as a member of a committee in good faith, with the care an ordinarily prudent person in a like position should exercise under similar circumstances, and in a manner the Director reasonable believes to be in the best interest of D4A.  Each Director shall comply with any ethics policies that may be established or adopted by the Board of Directors.

ARTICLE 5 – BOARD OF DIRECTOR MEETINGS

SECTION 1 – ANNUAL MEETINGS

The annual meeting will be held during the month of October at a time and place designated by the BOD.  The purpose of this meeting is to expand the BOD as necessary and as agreed to by all Board Members

SECTION 2 – ONGOING MEETINGS

Ongoing meetings will be held on an as needed basis and recorded by the President.

SECTION 3- AUTHORITY

At any meeting, only the present members have the authority to vote.  No proxy voting will be allowed.

SECTION 4- QUORUM

A quorum for any BOD meeting is at least a majority of the Directors

SECTION 5- VOTING

Except when specified otherwise in these bylaws, decisions at any meeting of the Board will be made by the majority vote of those present and voting.  Each Director has one vote.  No proxy will be allowed.  The BOD may authorize a vote by email when required.

SECTION 6 – ADVANCE NOTICE

The Secretary will mail each Director advance notice of any special meetings at lease 7 days in advance of meeting.

ARTICLE 6 – OFFICERS

SECTION 1- ELECTION, OFFICERS, TERMS

At the organizational meeting of the Board, the Directors will elect a President, Vice President, Recording Secretary and Treasurer and one additional member to the Executive Committee.  This can happen anytime in the first year of the existence of the BOD.  The Board may also elect other officers if necessary.  The term of office is 1 year from date of first Annual Meeting.

SECTION 2- PRESIDENT

The President is the Chairman of the Board.  The President presides at all meetings and is a voting member of all committees.

SECTION 3- VICE PRESIDENT

The Vice President is to actively assist the President and to perform the duties of the Presidency in the President’s absence or if the President resigns or is removed from office.

SECTION 4- SECRETARY

The Recording Secretary is to take the minutes of each meeting and distribute copies of the meeting to each Board member.  Responsible to keep all non-financial books and records available for inspection and to have customer of D4A records, bylaws, and archives.   Responsible to receive correspondence and to respond with the good intentions of Dining 4 Animals.

SECTION 5- TREASURER

The Treasurer is to assist in the preparation of the budget, monitor and record the budget, ensure the Board’s financial policies are being followed, report to the BOD and members on financial standing, make information available for audit and submit/countersign any financial statements put forward by D4A.

ARTICLE 7- FINANCIAL ADMINISTRATION

SECTION 1- FISCAL YEAR

The Fiscal Year of D4A will be August 1 through July 30, unless otherwise fixed and directed by a resolution adopted by the Board.

SECTION 2- ANNUAL AUDIT AND TAX RETURNS

At the conclusion of the Fiscal Year, the books of D4A will be subject to examination and audit by a certified public accountant licensed by the state of California.  The Board will select the auditor and the auditor’s findings will be presented to the Board.

SECTION 3 LOANS

No loans shall be contracted on behalf of D4A and no evidence of indebtedness will be issued in its name unless authorized by the BOD.  Such authority may be general or confined to specific instances.

ARTICLE 8 – AMENDMENT OF BYLAWS

These bylaws may be repealed, altered or amended by a majority vote of the membership at any annual or special meeting..  New bylaws become effective upon their adoption and supersede all pervious bylaws.