Regulatory Documents

Bylaws:

BYLAWS of  UNDERDOG ADVENTURES  

A California Nonprofit Public Benefit Corporation 

Article 1. Name 

The name of the corporation is UNDERDOG ADVENTURES, a nonprofit public benefit Corporation organized under and pursuant to the laws of the State of California. 

Article 2. Offices 

The principal office of the Corporation for the transaction of its business is located in Tulare County, California 

The county of the Corporation’s principal office can be changed by amendment of these  Bylaws. The Board of Directors (the “Board”) may, however, change the principal office from  one location to another with noting the change address and effective date below, and such  changes of address shall not be deemed an amendment of these Bylaws. 

The Corporation may also have offices at such other places, within or out of the State of  California where it is qualified to do business, as its business may require and as the Board  may, from time to time, designate. 

Article 3. Purpose and Powers 

Section 1. Purposes  

The Rescue is a nonprofit public benefit Corporation and is not organized for the private gain of  any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and  charitable purposes.  

The primary purposes of this Corporation shall be to: 

1. To provide for the rescue, foster care and adoption of high risk, vulnerable, dogs and cats, as means may permit; 
2. To provide and operate an on-line website, network via social media, and/or service to aid in the rescue, foster care and adoption of homeless dogs and other animals; to promote, advertise and encourage the adoption of dogs and other vulnerable animals; 
3. To help educate and inform the general public with respect to issues related to pet overpopulation, and responsible pet ownership through spay, neuter, vaccinate, microchipping dogs, cats and other animals.; 
4. To organize fundraising events, programs, or other efforts and activities to support fostering, adoption, and other animal needs such as spay/neuter costs, vaccinations, microchips, health needs, food, materials and other items necessary to promote fostering and adoption as needed.; 
5. Partner with local rescues, shelters, and individuals to encourage and promote adoption of at risk vulnerable pets , including, but not limited to,  euthanasia tagged animals, long term shelter stray animals, senior animals, or animals with health needs with extended shelter stays, abandoned or unhoused animals.;
6. Support partner rescues and shelters and fill gaps in their abilities including, but not limited to, hosting adoption events, social media support, donations as needed.;
7. To engage in any and all other activities, business or enterprise which is legal and/or necessary for the conduct of business. 

Section 2. Powers  

The Corporation shall have the power, directly or indirectly, alone or in conjunction or  cooperation with others, to do any and all lawful acts which may be necessary or convenient to  effect the charitable purposes for which the Corporation is organized, and to aid or assist other  organizations or persons whose activities further accomplish, foster, or attain such purposes.  The powers of the Corporation may include, but not be limited to, the acceptance of  contributions from the public and private sectors, whether financial or in-kind contributions. 

Article 4. Membership 

Section 1. No Membership Classes 

The Corporation shall have no members who have any right to vote or title or interest in or to  the Corporation, its properties and franchises.  

Section 2. Non-Voting Affiliates  

The Board of Directors may approve classes of non-voting affiliates with rights, privileges, and  obligations established by the board. Affiliates may be individuals, businesses, and other  organizations that seek to support the mission of the corporation. The Board, a designated  committee of the Board, or any duly elected Officer in accordance with Board policy, shall have  authority to admit any individual or organization as an affiliate, to recognize representatives or  affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations. At the  discretion of the Board of Directors, affiliates have no voting rights. 

Article 5. Board of Directors  

The Board of Directors govern the organization.  

Section 1. Number 

The authorized number of Directors shall be no less than 3 and no greater than 9. 

Section 2. Duties 

The Board is responsible for establishing the direction of the organization and for its financial,  ethical, and legal well being. The Board must establish the Corporation’s policies and review/ change them as necessary, manage its programs, ensure the proper management and use of  its assets and property and ensure the proper care of its rescue dogs.  

The Board must ensure the Corporation properly employs the necessary corporate formalities  to make decisions, that it prepares and submits all required state and federal reports and that it  operates in compliance with relevant state and federal laws, 

Board members must diligently prepare for, attend and participate in the meetings of the Board  of Directors and any Board committees as needed in order to carry out its work. 

Section 3. Appointment of Directors  

3.1 Appointment  

The Board of Directors will be appointed prior to the first annual meeting of this Corporation.  At the first annual meeting, the Board will provide for staggered terms of its Directors by  designating 1 and 2 year terms. Following the expiration of those designated terms, the term 

of each Director shall continue for 2 years. Each Director will hold office until the annual  meeting during the year in which his/her term of office expires or until a successor has been  qualified and appointed. 

3.2 Terms 

Directors serve a term of 2 years. There is a limit to 3 consecutive terms. There is a mandatory  1 year hiatus before a Board member can resume a seat on the board after reaching term limit.  Barring resignation or removal from office, Directors will remain in office until a successor is  properly elected, designated or appointed. 

Section 4. Resignation, Removal, Vacancy  

4.1 Mid Term Vacancy  

The Board of Directors, by majority vote of all Directors in office, may elect new Directors to fill  any vacancies on the Board including vacancies created by the passage of a resolution  changing the total number of Board member positions, resignation, death or removal. A  Director elected to fill a vacancy will serve the remainder of the term associated with that  position. 

4.2 Removal of Directors  

A Director may be removed for the causes stated in these Bylaws or no cause, by a majority  vote of the Directors. The individual being considered for removal has no vote in the process.  

A Director may be removed for the following reasons but not limited to:  

• Repeated failure to attend Board meetings. 
• Failing to fulfill the duties required of a director. 
• Intentional acts or omissions that a prudent person could have reasonably foreseen that  would damage the reputation or interests of the Corporation. 
• Engaging in acts or behaviors that threaten the wellbeing and care of its rescues. 

For cause or no cause, if before any meeting of the Board members at which a vote on removal  will be made, the Director in question is given electronic or written notification of the Board’s  intention to discuss her/his case and is given the opportunity to be heard at a meeting of the  Board. 

4.3 Resignation  

A Director may resign at any time. The resignation of a Director must be in writing and be  delivered to the President. Once delivered it is irrevocable. No Director may resign if the  Corporation would then be left without a duly elected Director in charge of its affairs, except  upon notice to the Attorney General of the State of California. 

Article 6. Meetings 

Section 1. Quorum for Meetings 

All Board meetings require a quorum; a quorum being a majority vote of the Board to formally  conduct the business of the Corporation. 

1.1 Voting 

The Directors must diligently and conscientiously attempt to make decisions by consensus.  They must employ all standard business practices and techniques including the expression  and careful consideration of minority views. When a consensus cannot be achieved, a Director  may request a vote be taken. The affirmative vote of a majority of all Directors in office is  necessary and sufficient to make a decision of the Board of Directors. An abstention does not  reduce the number of affirmative votes required to pass motion. 

All decisions requiring a vote must have a clearly stated motion, a second and a vote that must  be recorded in the written minutes. Each member of the Board of Directors will have one vote.  At the request of any Director, the names will be recorded in the minutes of each Director who  voted for, against or abstained on a particular motion. 

1.2 Proxies 

If a quorum is not present at a meeting, the Board of Directors can use Proxies to make up the  quorum for a vote. Vote by proxy is allowed at any meeting of the Board of Directors or as a  part of any decision by the Board. The quorum is based on attendance at meetings in person  or by proxy, as long as the proxy authorization is provided in writing to the Board prior to  meeting. The principal with the proxy who votes on behalf of absent member must be a  current member of the Board of Directors 

Section 2. Meetings  

2.1 Frequency  

The Board must meet at least 4 times yearly, monthly meetings being preferable. Meetings of  the Board of Directors may be called by the President, or a majority of the Directors in office.  Roberts Rules of Order may be consulted for guidance but shall not be binding. 

2.2 Annual Meeting  

The annual meeting shall be set at the time and place by Board resolution and communicated  to in a manner consistent with its intended purpose. Election of Officers will take place at the  annual meeting. If the Officers are not elected a the annual meeting, they may be elected at a  special meeting held for that purpose. 

2.3 Executive Session  

The Board President or the Board by majority vote of the Directors present may at any time  decide to go into executive session. Executive session shall be used when the Board deems it  is necessary to protect the confidentiality of the matters to be considered. Executive session  meetings may be attended only by members of the Board of Directors and any guests the  Board invites to attend the meeting. A Director may be excluded from any portion of executive  session meetings in which matters will be considered that present a conflict of interest for that  Director. Minutes shall be properly recorded but shall only be read or approved at a subsequent  Executive Session if there is a need to continue to insure the confidentiality of the matters  contained in the minutes. The Secretary shall take care to record in the minutes only the  motions passed and information essential to comply with the law in order to protect the  confidential nature of Executive Sessions.

2.4 Manner of Meeting  

Board of Directors meetings may be conducted by telephone, video conferencing, and internet  based communications or other methods so long as all participating Directors may  simultaneously hear and speak with each other. A Director participating in such a meeting is  deemed present for purpose of a quorum. 

2.5 Informal Action by the Board of Directors  

Any action required or permitted to be taken by the Board of Directors at a meeting may be  taken without a meeting if consented in writing, setting forth the action so taken, shall be  agreed by the consensus of a quorum. For purposes of this section an e-mail transmission  from an e-mail address on record constitutes a valid writing. The intent of this provision is to  allow the Board of Directors to use email to approve actions, as long as a quorum of Board  members gives consent. 

2.6 Meeting Notice  

Notice must be given to each member of the Board of Directors of every meeting of the Board,  stating the date, time and location of the meeting and the purpose of the meeting. The notice  must be given not less than 2 (two) days in advance of the meeting if delivered by telephone  conversation or in person and not less than 7 (seven) days in advance if delivered by first class  mail, e-mail, text or fax to an address provided by the individual Director. The Board may, by  resolution, establish or change the dates for regularly scheduled meetings with proper notice  given to all Directors. A Director may waive the right to receive advance notice of a Board  meeting if presented to the Secretary in writing and preserved in the records of the  Corporation. The attendance of a Director at any Board meeting without specific objection to  having received a meeting notice constitutes a waiver of the right to receive full notice of that  meeting. 

Article 7. Officers 

The Officers are Board Directors of the Corporation and must carry out the policies and  decisions of the Board of Directors as directed by the Board. Officers must include a President,  Secretary and Treasurer and may also include a Vice President or any other Officers as the  Board may desire.  

Section 1. Positions 

1.1 President  

The President is the principal Officer of the Corporation and will in general, supervise or  oversee the supervision of all of the affairs of the Corporation. The president will preside at all  meetings of the Board of Directors. 

1.2 Vice President  

In the absence of the President or in the event of the President’s inability to act, the Vice  President performs the duties of the President. The Vice President, when acting as President  has all the powers of and is subject to all restrictions of President. More than one position of  Vice President may be created and their duties clarified in an ordinary resolution of the Board.

1.3 Secretary  

The Secretary must perform or oversee the performance of the following duties:  

• Record and keep the minutes of the meetings of the members of the Board of Directors or  any Board committees. 
• See that all notices are duly given in accordance with the provision of these Bylaws or as  required by law. 
• Be custodian of the corporate records; keep a register of each Director’s mailing address;  ensure that all state and federal reports are prepared and filed in a timely fashion. 
• Perform or oversee all duties incident to the office of Secretary.  

The Secretary may delegate some of these tasks but remains responsible for their proper  completion.  

1.4 Treasurer  

The Treasurer must perform or oversee the performance of the following duties:  

• Keep and maintain adequate and correct books and accounts of Corporation properties and  business transactions. 
• Prepare full and accurate financial records on a timely basis of all of the income, expenses  and assets of the Corporation. 
• Present reports at Board meetings on the financial affairs of the Corporation and provide  financial information necessary to prepare and file the required reports to state and federal  government agencies. 

The Treasurer may delegate some of these responsibilities but remains responsible for their  proper completion. 

Section 2. Elections of Officers  

The Board may prepare and adopt by resolution a formal written policy regarding the details of  the Board Officers election process including procedures for the announcement of elections  and the solicitation of nominees and the schedule and procedures that must be used to hold  elections. 

Nominees for Officer positions on the Board of Directors must have exhibited an interest in and  a commitment to the purposes of the Corporation and must have expertise in dog rescue work  relevant to the needs of the organization. 

Nominations for new Officers may be made by the Board of Directors, by individual Board  members, and/or qualified Volunteers. All nominees should be fairly considered based on the  individual’s expertise and commitment to the work of the Corporation. 

The annual election meeting shall be set at a time and place by Board resolution and  communicated to in a manner consistent with its intended purpose. If the Officers are not  elected at an annual meeting, they may be elected at a special meeting held for that purpose.

Section 3. Terms 

Officers will hold office for a term of 2 years. There is a limit to 3 consecutive terms. There is a  mandatory 1 year hiatus before an Officer can resume the same office after reaching the term  limit of that office. 

Section 4. Non-Director Officers 

The Board of Directors may designate additional Officer positions of the Corporation and may  appoint and assign duties to other non-Director Officers for the Corporation. 

Section 5. Non-Liability of Directors/Officers 

The Directors/Officers shall not be personally liable for the debts, liabilities, or other obligations  of the Corporation. There shall be no personal liability to a third party for monetary damages  on the part of a Director or Officer caused by the Director’s or Officer’s negligent act or  omission in the performance of that person’s duties as a Director or Officer, except as provided  by Law. 

Article 8. Indemnification and Insurance 

Section 1. Indemnification by Corporation of Directors, Officers, Volunteers, and other agents  

This Corporation shall indemnify its Directors, Officers, Volunteers and other persons, including  persons formally occupying any such positions, against all expenses, judgments, fines,  settlements, and other amounts and reasonably incurred by them in connection with any  “proceeding,” as that term is used in that section, and including an action by or in the right of  the corporation, by reason of the fact that the person is or was a person described in Corp.  Code section 5238(a). “Expenses,” as used in this Bylaw, shall have the same meaning as in  that section of the Corporations Code. 

Section 2. Insurance for Corporate Agents  

This Corporation shall have the right to purchase and maintain insurance to the full extent  permitted by law on behalf of its Directors, Officers, and other agents, to cover any liability  asserted against or incurred by any Director, Officer, or agent in such capacity or arising from  the Director’s, Officer’s or agent’s status as such. 

Article 9. Committees  

The Board may establish any committee including standing committees or temporary  committees, with a resolution by the Board. Such resolution must name the committee and the  purpose of the committee and must state whether it is a Board committee or a non-Board  committee. 

Section 1. Board Committee  

Board Committees are established by the Board which has delegated part of the power of the  whole Board to authorize expenditures, approve amendments to budgets, set policies and  authorize programs and activities. Such Committees must be established by the affirmative  vote of at least a majority of all Directors then in office. Every member of a Board Committee  must be appointed by the Board 

Board Committees must consist of one or more Directors and must follow the meeting  requirements that the Board of Directors itself must follow including:

• Proper meeting notice. 
• Having a quorum to conduct votes. 
• Passage of motions. 
• Writing minutes and filing them with the Board Secretary. 

Section 2. Non-Board Committee  

The Board may establish non-Board Committees including Working Committees or Advisory  Committees which do not have the power to authorize expenditures, adopt budgets, set policy,  establish programs or make decisions for the Corporation. Such Committees are established  through a resolution adopted by the Directors present at a properly called meeting. The Board  may appoint the members of the Non-Board Committees or delegate this task to the President  or the Committee Chair. 

Article 10. Other Provisions  

Section 1. Compensation  

No Officer or member of the Board of Directors will receive any compensation for fulfilling the  responsibilities of a member of the Board or as an Officer of the Board as defined in these  Bylaws. However the Corporation may pay Officers and Board members for services  performed as independent contractors as long as the required rules for avoiding conflicts of  interest are followed. 

Section 2. Conflict of Interest 

A conflict of interest is always present whenever the Corporation pays money or other form of  compensation or provides any tangible benefits to any Officer or member of the Board of  Directors or to a member of a Director’s or Officer’s family. All transactions involving conflicts of  interest must be approved using the following procedures: Conflict of interest transactions  must be approved by the full Board of Directors; they cannot be approved solely by an Officer  of the Board or by a committee. Directors and Officers who have a conflict of interest in any  matter must declare the existence of any conflict of interest, disclose the details of the  proposed transaction on the record, abstain from voting on that matter and leave the room  when the vote is taken and until the votes have been counted. Minutes must be recorded. The  Board must ensure that all transactions involving a conflict of interest are fair to the  Corporation and that no special benefits inure to any given person. The information relied upon  by the Board must be recorded in the minutes. All conflict of interest transactions must be  approved by the affirmative vote of a majority of all the members of the Board of Directors who  do not have a conflict of interest involved in the issue as long as no less than two disinterested  Directors vote to approve of the transaction. 

Section 3. Financial and Operational Year  

The Tax and Operations year of the Corporation is the calendar year January 1 to December  31. 

Section 4. Execution of Instruments, Deposits, Funds and Gifts  

The Board, may by resolution, authorize any Officer or agent of the Corporation to enter into  any contract or execute and deliver any instrument in the name of and on behalf of the  Corporation, and such authority may be general or confined to specific instances. 

Checks, drafts, promissory notes, orders for the payment of money, and other evidence of  indebtedness of the Corporation shall be signed by the Treasurer and/or by a Board designated  person of the Corporation, except as otherwise specifically determined by resolution of the  Board or otherwise required by law. 

All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust  companies, or other depositories as the Board may select. 

The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise  for the charitable or public purposes of this Corporation. 

Article 11. Books and Records Keeping  

The Corporation shall keep at its principal office: 

• Minutes of all meetings of Directors and Committees of the Board, noting the time and place  of meetings with names of those present and the proceedings. 
• Books and records of account, including accounts of its business transactions and accounts  of its assets, liabilities, receipts, and disbursements. 
• A copy of the Corporation’s Articles of Incorporation and these Bylaws, including any  amendments to date. 
• Copies of filings made to the IRS, the California Franchise Tax Board, California Secretary of  State and California Attorney General required by statute or regulation, are available to the  public. Tax records should be retained for at least seven years from the date of filing the  applicable return. 

Section 1. Retention Periods  

Corporate documents such as Bylaws, Articles of Incorporation, IRS form 1023 and application  for exemption: Permanently 

Tax records: 7 years from date of filing 

Board and Board Committee Materials : Meeting Minutes retained in perpetuity Press Releases/Public Filings : Permanently 

Legal Files : Generally 10 years 

Marketing and Sales Documents: Generally 3 years or 3 years beyond the life of any agreement Contracts: 3 years beyond the life of agreement 

Correspondence: 2 years 

Banking and Accounting: 7 years 

Insurance: Permanently 

Audit Records: External – permanently, Internal – 7 years 

Electronic Mail – print in hard copy and kept in appropriate file or download to computer file  and Retention depends upon subject matter as covered above.

Article 12. Transparency, Accountability and Non-discriminatory Policy  

The Corporation does not discriminate in the delivery of its services to the public and does not  discriminate for or against any person on the basis of ethnicity, nationality, place of origin,  religion, gender, sexual orientation, marital status, familial status, economic status, age or  mental or physical ability. The Corporation will practice and encourage transparency and  accountability to the general public by making full and accurate information about its mission,  activities, finances, procedures and governance publicly available. This policy will: 

• Indicate which documents and materials produced by the Corporation are open to Directors,  Volunteers and/or the public. 
• Indicate which documents and materials produced by the Corporation are closed to  Directors, Volunteers and/or the public. 
• Specify the procedures whereby the open/closed status of documents and materials can be  altered. 

Section 1. Board  

All Board deliberations shall be open to Directors and Volunteers except where the Board  passes a motion to make any specific portion confidential. 

All Board minutes shall be open to Directors and Volunteers once accepted by the Board,  except where the Board passes a motion to make any specific portion confidential. 

Section 2. Director/Volunteer Records 

No Director/Volunteer records shall be made available to any person outside the Corporation  except the authorized governmental agencies. 

Within the Corporation, Director/Volunteer records shall be made available only to those  persons with managerial or personnel responsibilities for that Director/Volunteer except that  Volunteer records shall be made available to the Board when requested. 

Section 3. Donor Records 

No Donor records shall be made available to any other person outside the Corporation except  the authorized governmental agencies or donors themselves. 

Within the Corporation, Donor records shall be made available only to those persons with  managerial or personnel responsibilities for dealing with those Donors except that Donor  records shall be made available to the Board when requested.

Article 13. Amendments to the Bylaws  

Any amendment to the Bylaws may be adopted by approval of a majority of Directors then  currently in office. 

Certificate of Adoption of Bylaws  

I do hereby certify that the above stated Bylaws of UNDERDOG ADVENTURES were approved  by the UNDERDOG ADVENTURES Board of Directors and constitute a complete copy of the  Bylaws of the Corporation. 

Secretary: 

Name_________________________________ Date_______________________________