Helping Hands Equine Assistance is a Non-Profit 501(c)(3)
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© 2014 by Helping Hands Equine Assistance

CALL US

405-650-6117   or   405-388-6330

EMAIL US

PO Box 1236

Jones OK 73049

 

47-1779685

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BYLAWS

of

HELPING HANDS EQUINE ASSISTANCE, INC.

 

ARTICLE I CORPORATION DEFINED:

 

    1. Name. The name of the not for profit Corporation is Helping Hands Equine Assistance, Inc., (“the Corporation”).

       

    2. Purpose. The purpose of the Corporation is to support prevent the unnecessary killing of equines by providing auction alternatives and education to owners and, to provide direct assistance to equines as needed.

       

    3. Tax Exempt Status. The Corporation is tax exempt under Section 501(c)(3) of the Internal Revenue Code as described in sections 509(a)(1) and 170(b)(1)(A)(vi). The Corporation shall operate exclusively for charitable and educational purposes described under Section 501(c)(3) of the Internal Revenue Code, and may do all things and perform all acts permitted a not for profit corporation under the laws of Oklahoma.

 

ARTICLE II LOCATION:

 

2.1 Principal Office. The Corporation shall locate its Principal Office in Oklahoma. The Corporation must notify the Internal Revenue Service and the Oklahoma Secretary of State of any change to the Principal Office. The Principal Office need not be identical to the Registered Office on file with Oklahoma Secretary of State.

 

ARTICLE III BOARD OF DIRECTORS:

 

    1. Number. The Board of Directors (“the Board”) will consist of not fewer than five (5) and not more than eleven (11) Directors. The Board may increase or decrease the number of Directors, in accordance with the range specified above, and are entitled to vote thereon at any regular or special meeting of the Board.

       

    2. Composition. An employee of the Corporation may not serve as a voting or non-voting Director. Only one member of any one family related by blood or marriage or only one member residing within a household may be a Director at any given point in time.

       

    3. Duties. The Board shall have all powers and authority which may be granted to a Board of Directors of a Corporation under the laws of Oklahoma. The duties of the Directors include the following:

      1. Exercise a duty of obedience to the Corporation’s central purpose in guiding all decisions;

      2. Exercise due care and act in good faith in all dealings and interests with the Corporation;

      3. Exercise a duty of loyalty to the Corporation by avoiding and/or managing conflicts of interest;

      4. Approve, periodically review and/or amend these Bylaws and the Certificate of Incorporation;

      5. Approve, periodically review and/or amend board policies which may include duties in addition to those designated in these Bylaws;

      6. Maintain a record of all approved policies and contemporaneous minutes and records of all meetings of the Board or committees with Board delegated powers;

      7. Approve the annual budget and oversee the financial administration of the Corporation;

      8. Review Form 990 prior to submission to the IRS or authorize an appropriate Officer to perform such duty.

      9. Make a personal annual financial contribution to the Corporation;

      10. Sit on a minimum of one committee unless excused from such duty by a vote of the Board; and,

      11. Perform such other duties as prescribed by the Board.

         

    4. Nominations. The Board Governance Committee shall prepare a slate of candidates to be elected in accordance with Article 5.3. Independent nominations which have been approved by the Board Governance Committee may be made no fewer than ten (10) days prior to the election with the prior consent of the nominee. Nominations from the floor shall not be accepted.

       

    5. Elections. Elections shall be conducted in the Fourth Quarter of the Calendar Year to allow the newly elected Directors to begin on the first day of the following Calendar Year. Elections shall be determined by a majority of a quorum of the Board. If the slate is not approved, a majority of a quorum of the Board may call for a vote on each slated candidate. Each slated candidate receiving a majority of the votes cast shall become a Director. The Board may request the Board Governance Committee to provide an additional slate of candidates should a Director position(s) remain open. Elections to fill vacancies may take place at any regularly or specially called meeting of the Board.

       

    6. Term of Office and Term Limits. A Director shall serve a term for a period of three (3) years. Upon acceptance of these Bylaws, Directors shall be assigned a one (1), two (2), or three (3) year term to allow for approximately one-third (1/3) of the Directors to be up for election each year. Any Director may serve two (2) consecutive terms but must be elected to the second term. Should a Director wish to serve a third consecutive term, such Director shall provide a written request to serve a third term to the Board Governance Committee. Should the Board Governance Committee wish to address the Board prior to a vote, the Director shall leave the room while his/her third term is discussed. The Board

       

      shall vote on such request(s) by closed ballot with a three-fourths (3/4) majority of a quorum required to extend service for an additional one (1) term thereby allowing for three (3) consecutive terms. Any individual, who has served two (2) consecutive terms or three (3) consecutive terms if so determined by the Board, or has resigned, may be eligible for re-election as a Director after a period of one (1) year. A Director shall serve no more than a total of four (4) terms.

       

      Upon resignation, removal or vacancy of a Director, the respective successor shall serve the remainder of the term. Any partial term shall not be considered as a full term when determining term limits. In addition, Founding Directors as listed in the Certificate of Incorporation may serve four (4) consecutive terms to ensure the Corporation’s survival but shall serve no more than a total of six (6) terms.

       

    7. Removal or Resignation. Due to quorum requirements, any Director who misses three

      (3) consecutive meetings may be deemed to have resigned as a member of the Board and cease to be a member thereof on the date of the third absence. The Director may request in writing to be reinstated by a majority vote of a quorum of the Board at the meeting following the resignation. A majority vote of the total number of Directors may remove any Director at any time with or without cause at any regular or specially called meeting.

       

      Any Director may resign at any time by giving written or verifiable electronic notice to the President or to the Secretary. Any resignation shall take effect upon receipt or at the time specified in the notice and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Oklahoma Secretary of State and to the Internal Revenue Service.

       

    8. Vacancies or Newly Created Directorships. The Board Governance Committee shall present to the Board candidates for vacancies resulting from term limits, resignation, removal or newly created Directorships. A majority vote of a quorum of the Directors may elect Directors for such vacancies or newly created Directorships at any regularly or specially called meeting of the Board.

       

      If, due to such vacancies, the number of Directors is fewer than five (5) as stated in Article 3.1, a majority vote of the total number of Directors may elect Directors to fill such vacancies without the additional requirements set forth in this Section or in Section

      5.3. Those elected by the Board shall assume their positions for the duration of the unexpired term.

       

    9. Compensation. Directors shall serve without compensation. Directors may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties at the discretion of the Board.

       

    10. Directors as Members. Where required by law, the voting members of the Board shall be considered the members of the Corporation. Members of the Advisory Committee or general membership, if any, shall not be considered members of the Corporation for the

 

purposes of these Bylaws or receive any voting rights or other benefits established by the Bylaws or by the Certificate of Incorporation.

 

ARTICLE IV MEETINGS OF THE BOARD:

 

    1. Meetings. There shall be a minimum of four (4) meetings per year. Regular meetings of the Board may be held at such times as shall be determined by the Board. Meetings of the Board shall be held at any place within the state of Oklahoma which has been designated by a majority vote of a quorum of the Board. In the absence of such designation, meetings shall be held at the Principal Office of the Corporation.

       

      Special meetings of the Board for any purpose(s) may be called at any time by the President of the Board or by any three (3) Directors. No business shall be considered at any special meeting other than the purpose(s) mentioned in the notice given to each Director of the meeting. Special meetings of the Board may be held either at a place so designated within the state of Oklahoma or at the Principal Office.

       

    2. Voting. Each Director shall have one vote. Routine business, elections and/or any reference to a vote of the Directors shall be transacted by a majority vote of a quorum of the Directors, except when the law or these Bylaws require otherwise.

       

    3. Quorum. A majority (over 50%) of the Directors shall constitute a quorum. A majority vote of a quorum shall be deemed the action of the Board unless specified otherwise in these Bylaws.

       

      Directors present by electronic transmission where such Director can hear and be heard shall be counted for purposes of determining a quorum. Directors with a conflict of interest may be counted for purposes of determining a quorum but may not participate in voting on such conflict of interest.

       

      In the absence of a quorum, a majority of the Directors present at any meeting may vote to adjourn the meeting to another place, date or time. Notice of any meeting adjourned and rescheduled in this manner shall be given as set forth in Section 4.4.

       

    4. Notice. Any regular meeting of the Board will require no notice if the time, date and location of such meeting were previously determined by the Board and distributed to the Directors. Directors not in attendance at the meeting setting forth the dates shall be given the dates, time and location of such meetings within ten (10) business days following the meeting. For any regular meeting where the date, time and location was not previously determined, notice shall be sent to the Directors as least ten (10) days prior to the holding of the meeting. For any special meeting, notice shall be sent to the Directors not fewer than twenty-four (24) hours prior to the holding of the meeting.

       

      Directors shall receive notice via electronic transmission and shall provide, in writing, an electronic address. Directors must request, in writing, to receive notice by US Mail and shall provide an address for such purpose. Notice via electronic transmission or US Mail shall be valid notices thereof.

       

      If a Director does not receive notice of a meeting, but attends the meeting, he/she shall be deemed to have waived notice of the meeting.

       

    5. Action Taken Without Notice of a Meeting. Any action taken or approved at any meeting of the Board, whether physical or electronic, however called and noticed or wherever held, shall be valid if a quorum was present at such meeting and if either before or after the meeting, a two-thirds (2/3) majority of the total number of Directors sign a written waiver of notice or a written consent to holding such meeting. All such waivers or consents shall be filed with the corporate records or made a part of the minutes of the meeting.

       

    6. Procedures. Conflicts in procedures shall be resolved in accordance with the current edition of Robert’s Rules of Order as a procedural guide unless determined otherwise in these Bylaws, written policy or state law.

       

    7. Physical Meetings. At any meeting of the Board, the Directors may vote by voice on all matters either in person or via electronic transmission, where the Director can hear and be heard. The Corporation shall implement reasonable measures to verify that each person deemed present at the meeting and permitted to vote at a meeting by means of electronic transmission is a Director. However, upon demand by a Director, the Directors shall vote by ballot. In such event, each ballot shall state the name of the Director and such other information as the Board may require under the procedure established for the meeting. Directors present via electronic transmission may send their ballot to the Secretary, or designee, provided that the electronic transmission shall set forth or be submitted with information from which it can be determined that the electronic ballot was authorized by a Director. Ballots may be distributed and returned via email. If proper authorization cannot be determined the Director must mail or fax a signed ballot to the Secretary, or designee.

       

    8. Electronic Meetings. In matters of urgency, meetings may take place via any form of electronic medium. The Board may vote by voice, email or other electronic medium during electronic meetings. However, the President or any two (2) Officers may call for an electronic vote by written ballot. Surrogates may not be used for electronic ballot voting. For electronic ballot voting to represent an action of the Board, all of the following conditions must be met:

      1. All Directors must have access to a ballot;

      2. The ballot shall set forth each proposed action and provide for a vote for or against each proposed action;

      3. A majority of the total number of Directors must vote thereby ensuring a quorum of the Board has voted;

      4. The ballot must be received within the voting period established on the ballot which shall not be fewer than twenty-four (24) hours and not more than three (3) days;

      5. Receipt of a ballot shall be acknowledged by an Officer, or designee;

      6. A ballot must be submitted by a Director;

      7. All ballots shall be made public to the Board; and,

      8. All ballots shall be maintained for a period of one year and the ballot results shall be recorded in the minutes of the Board meeting following the ballot vote.

 

The Corporation shall implement reasonable measures to verify that each ballot cast was from a Director. Electronic meetings shall not be used to amend the budget, create or amend the financial policies, or determine the employment of the Executive Director.

 

ARTICLE V COMMITTEES OF THE BOARD:

 

    1. Committees. The Board shall have the power to create, dissolve or modify any standing committee or ad hoc committee deemed necessary. The Board shall appoint the Chair of each committee or delegate such appointive powers to any appropriate Director. Each committee shall have a minimum of three (3) members unless determined otherwise by the Board. Committee Chairs shall be members of the Board. Non-Board members may serve as committee members upon approval of the Board.

       

      The Board may also 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 the Bylaws. Each Director must sit on a minimum of one committee unless excused from such duty by a vote of the Board.

       

      All committees shall report to the Board as the Board may require. The Board shall retain all decision making powers unless the Board votes by a 2/3 majority of a quorum to designate any of its powers to a committee. Delegation of powers shall be reported on Form 990.

       

    2. Calling and Minutes of Committee Meetings. Committees Chairs shall provide a minimum of forty-eight (48) hours notice to the committee members. Notice of such committee meetings may be given verbally or via electronic transmission. Contemporaneous minutes shall be kept for each committee meeting and be provided to the Executive Director for review.

       

      Should the Board delegate any of its powers to a committee, such committee shall notice meetings in accordance with the notice requirements of the Board in Section 4.4 of these Bylaws, shall keep contemporaneous minutes of such committee meetings, file such minutes with the corporate records, and report all actions to the Board.

       

      Should the Chair of any committee fail to call meetings of their committees, meetings may be called by any three (3) Directors or by the Executive Director.

       

    3. Board Governance Committee. The Board Governance Committee shall be a standing committee of the Corporation. A Director, as determined by the President unless determined otherwise by the Board, shall be Chair of the Board Governance Committee

       

      which shall include a minimum of two (2) members with a minimum of one (1) member being a member of the Board. The Committee shall:

       

      1. Determine the processes for recruitment, election, dismissal and exit of Officers and Directors;

      2. Research candidates for Directorships prior to placement on a slate for submission to the Directors for a vote;

      3. Review and recommend changes concerning amendments to the Certificate of Incorporation and Bylaws;

      4. Ensure bylaws Sections 3.3 Composition, 3.4 Nominations and 3.5 Elections and Appointments are properly executed;

      5. Provide for ongoing development of the Board through education and trainings; and

      6. Have such other duties as determined by the Board.

         

    4. Advisory Committee. The Board may provide for an Advisory Committee consisting of individual Committee Members with extended service, contacts, and/or expertise to aid the Corporation or who work within areas or fields deemed appropriate to further the mission of the Corporation. Committee Members shall be selected, and/or removed with or without cause, by a majority vote of a quorum of the Board. Such Committee Members shall not have voting rights, be considered as members of the Corporation, be entitled to any other benefit provided to Directors, or be subject to term limitations or meeting requirements of Directors as set forth in these Bylaws. The Board may provide additional polices to establish duties and/or benefits of one or more levels of an Advisory Committee.

 

ARTICLE VI OFFICERS:

 

    1. Officers. The Officers of the Board must be previously elected to the Board of Directors of the Corporation. Board Officers shall be a President, a Vice-President, a Treasurer, a Secretary, and a Board Governance Chairperson.

       

    2. Term of Office. Any other Officer shall serve for a one (1) year term or until the next succeeding election of Officers. An Office may not be held by the same Director for more than three (3) consecutive terms unless determined otherwise by a two-thirds (2/3) majority vote of a quorum of the Board. Upon resignation, removal or vacancy of an Officer, the respective successor shall serve the remainder of the term.

       

    3. Election. The Officers of the Corporation shall be elected by the Directors in the manner set forth in Sections 3.4 and 3.5. Each Officer shall hold his/her Office until he/she shall resign, be removed, becomes disqualified to serve, reaches his/her respective term limits as set forth in Section 3.6, or until his/her successor shall be elected.

       

    4. President. The President shall have the following duties:

      1. Act as the principal Officer of the Corporation, subject to the control of the Board;

      2. Have general supervision and direction of the Officers of the Corporation;

      3. Set meeting agendas with the aid of the Executive Director;

      4. Preside at all meetings of the Board;

      5. Sign the minutes of the meetings over which he/she presided;

      6. Report to the Board concerning operations of the Corporation on an ongoing basis;

      7. Have the authority to contract on behalf of the Corporation unless determined otherwise by the Board;

      8. Carries out the will of the Board concerning supervision, annual performance evaluations and hiring/firing of the Executive Director; and,

      9. Have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.

         

    5. Vice-President. The Vice-President shall have the following duties:

      1. In the absence or disability of the President, perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon the President.

      2. Have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.

         

    6. Secretary. The Secretary, or designee, shall have the following oversight responsibilities:

       

      1. Give notice of all meetings of the Board as required by these Bylaws or by law;

      2. Keep a record of minutes of all meetings of the Board with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at the meetings, the number present or represented at meetings, the proceedings thereof and, verification of those present via electronic transmission in the case of Board meetings;

      3. Sign the minutes of the meetings and ensure such minutes are available for approval at the following meeting of the Board;

      4. Exhibit at all reasonable times, upon the request of a Director, these Bylaws, and the minutes of the proceedings of the Board;

      5. Keep, or cause to be kept, at the principal office all documents required for public inspection by the Internal Revenue Service;

      6. Keep, or cause to be kept, a record of the names of Directors and Officers with the addresses at which such individuals/entities are to receive notice; and,

      7. Have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.

    7. Treasurer. The Treasurer, or designee, shall have the following oversight responsibilities:

      1. Keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation;

      2. Ensure the books of account are open to inspection by any Director at all reasonable times;

      3. Ensure a financial statement is provided to the Board at its last meeting of the Fiscal Year;

      4. Provide a report of the Corporation's financial affairs at meetings of the Board at regular meetings and/or when requested by a Director;

      5. Ensure appropriate oversight and implementation of the financial policies and procedures; and,

      6. Have such other powers and perform such duties as may be prescribed by the Board or these Bylaws.

         

    8. Removal and Resignation. Any Officer may be removed, either with or without cause, by a vote of a majority of the total number of Directors, at any regular or special meeting.

       

      Any Officer may resign at any time by giving verbal, written or verifiable electronic notice to the President or to the Secretary. Any resignation shall take effect upon receipt or at the time specified in the notice and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Verbal resignations must be confirmed by an Officer other than the Officer accepting the verbal resignation. Such confirmed resignation shall then be recorded in the minutes of the meeting immediately following the resignation.

       

    9. Vacancies. A vacancy in the Office of the President shall be filled by the Vice-President. In the event of a vacancy in any Office other than that of the President, such vacancy may be filled temporarily by appointment by the President. A vacancy in any Office shall be filled by an election of a majority vote of a quorum of the Board after preparation of a slate by the Board Governance Committee in the manner set forth in Articles 3.4 and 3.5.

       

    10. Delegation of Duties. In case of the absence or disability of any Officer of the Corporation or for any other reason that the Board may deem sufficient, the Board may by a vote, delegate the powers or duties of such Officer to any other Officer or to any Director with such power of delegation valid for one year from the date of the vote authorizing such delegation. Each Director shall have only one vote even if filling more than one office.

 

 

ARTICLE VII AMENDMENTS, DISSOLUTION, AND CONSTRUCTION:

 

    1. Amendments to Bylaws. These Bylaws may be amended, altered, changed or repealed by the affirmative vote of a two-thirds (2/3) majority of a quorum of Directors at any regular or special meeting of the Directors if notice of the proposed amendment, alteration, change or repeal was given at least ten (10) days prior to the meeting at which the amendment is acted upon. In addition, such proposed alteration, amendment or revision may be further amended at the meeting upon the affirmative vote of two-thirds (2/3) majority of a quorum of Directors.

       

    2. Dissolution. In the event of the dissolution of the Corporation, after paying or adequately providing for the debts and obligations of the Corporation, all assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, and shall be distributed to one or more organizations with similar charitable or educational purposes to this Corporation.

       

    3. Construction and Terms.

These Bylaws replace all prior bylaws. Therefore, if there is any conflict between the provisions of these Bylaws and any prior adopted bylaws these Bylaws shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

Should there be any conflict between the provisions of these Bylaws and any internal policies and procedures, the provisions of these Bylaws shall govern. However, internal policies and procedures approved by the Board may allow for additional or more stringent requirements to be placed on the Directors, Officers, and/or committee members.

Should there be any conflict between the provisions of these Bylaws and the Certificate of Incorporation of the Corporation, the provision of the Certificate of Incorporation shall govern.

 

THESE BYLAWS OF HELPING HANDS EQUINE ASSISTANCE, INC. ARE ADOPTED

this day of , 2014 by the Board of Directors:

 

 

,

 

Moriah Owens, President

Denise Maloney, Secretary

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