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ARTICLE I
NAME AND GOVERNING INSTRUMENTS
Section 1. Name: The name of the organization shall be Stable-Spirit,
herein referred to as Stable-Spirit or the "Corporation".
Section 2. Governing Instruments: Stable-Spirit shall abide by all applicable
laws and regulations and shall be governed by its Articles of Incorporation
and these Bylaws.
ARTICLE II
PURPOSE AND VALUES
Section 1. Purpose: The purpose of Stable-Spirit is to make a contribution
to the betterment of mankind with equine assisted psychotherapy, equine
assisted learning and related activities.
Section 2. Values: Stable-Spirit values altruism, professionalism, integrity
and spirituality in the advancement of human potential.
ARTICLE III
MEMBERSHIP
Section 1. Members: The Corporation shall have no members.
ARTICLE IV
BOARD OF DIRECTORS
Section1. Management: The governing body of Stable-Spirit shall be the
Board of Directors who shall manage the affairs of the Corporation.
Section 2. Qualifications: Directors shall be at least twenty-one years
of age; of good character; sincerely committed to the philosophy, mission,
and ideals of Stable-Spirit; and willing to devote time and effort in
executing their responsibilities to the Corporation.
Section 3. Number of Directors: The Board of Directors shall consist
of at least three (3) and no more than six (6) persons, including the
officers.
Section 4. Compensation: Directors shall serve without compensation
but may be reimbursed for reasonable actual expenses incurred in the
performance of their duties.
Section 5. Terms of Office: Directors shall be elected for a minimum
term of two (2) years. They may serve add infinitum subject to yearly
reviews.
Section 6. Elections: Any member of the Board of Directors may make
nominations for elections. New members will be elected by by a two-thirds
(2/3) affirmative vote of all the members of the Board of Directors.
Section 7. Resignation: The resignation of a Director shall be in writing
to the President. Such resignation shall be effective upon acceptance
by the President.
Section 8. Removal: A Director may be removed from office, with or without
cause, by an affirmative two-thirds (2/3) vote of the remaining Directors,
whenever so doing is judged to be in the best interests of the Corporation.
A Board Member who has two or more unexcused absences in one year may
be asked to resign.
Section 9. Vacancies: The President may appoint a person to fill any
existing vacancy in the Board of Directors at any regular or special
meeting subject to the approval of the Board of Directors. That person
shall hold office until the next annual election.
Section 10. Advisors: The Board of Directors from time to time may elect
Advisory Directors without voting privileges. Advisors shall be people
with useful skills and abilities who have a continuing interest in furthering
the purpose of the Corporation and who choose to serve as a resource
of information and knowledge to achieve those purposes. Advisors shall
serve at the pleasure of the Board of Directors.
Section 11. Conflict of Interest: Members of the Board of Directors
shall not knowingly engage in any activities or transactions in conflict
with their duties and obligations to the Corporation. Directors shall
not conduct private business in a manner that places them at a special
advantage because of their association with Stable-Spirit. Any duality
of interest or possible conflict of interest on the part of any Director
should be disclosed to the other members of the Board and made a matter
of record and they should not vote or use personal influence in the
matter.
Section 12. Liabilities of Directors: No person who is now, or later
becomes, a member of the Board of Directors shall be personally liable
for any indebtedness, or liability or obligation of the corporation,
and any and all creditors of this corporation shall look only to the
assets or security of the Corporation for payment.
ARTICLE V
OFFICERS
Section1. Officers: The officers of the Corporation shall be a president,
a vice president, a secretary, a treasurer, and such other officers
and assistant officers who may from time to time be deemed necessary
by the Board of Directors. Only members of the Board of Directors may
serve as officers of the Corporation.
Section 2. Duties of Officers: The officers of the Corporation shall
have such authority and perform such duties in the management of the
Corporation as generally pertain to their respective offices, as may
be provided in these Bylaws, or as may be delegated by the Board of
Directors.
Section 3. Terms of Office: Each elected officer shall serve for a term
of one (1) year or until a successor is duly elected and qualified,
or until said officer's end of term limitation, death, resignation or
removal.
Section 4. Nomination and Election of Officers: Immediately following
the election of Directors, the Board of Directors shall elect the officers
of the corporation by a majority vote from a slate of candidates selected
by the Nominating Committee. Any person so nominated shall have given
prior consent. Additional nominations may be made from the floor. Officers
shall take office at the first meeting of the new calendar year.
Section 5. Resignations: The resignation of the President shall be in
writing to the Board of Directors. Resignation of other officers shall
be in writing to the President. Such resignation shall be effective
upon acceptance by the President or the Board of Directors respectively.
Section 6. Vacancies: The Board of Directors may fill any vacancy in
any office for any reason at any regular or special meeting.
ARTICLE VI
MEETINGS
Section 1. Regular Meetings: Regular meetings of the Board of Directors
shall be held at least four times during each fiscal year.
Section 2. Special Meetings: Special meetings for any purpose or purposes
may be called by the President or by written request to the President
signed by a majority of the members of the Board of Directors.
Section 3. Notice of Meetings: Written notice specifying time and place
and agenda for regular and special meetings shall be given not less
than seven (7) days or more than fourteen (14) days prior to the meeting.
Such notice may be given by United States mail or by electronic means
including, without limitation, electronic mail or facsimile.
Section 4. Location of Meetings: Regular and special meetings of the
Board of Directors may be held in person at a location to be determined
by the Directors.
Section 5. Participation by Telephone: With the approval of the Board
of Directors, meetings may be held, or members may participate, by electronic
means, including without limitation, conference calling, video teleconferencing,
or similar communication mediums of which all persons participating
in the meeting can hear, interact, or communicate with each other.
Section 6. Quorum for a Meeting: A quorum for the transaction of business
at all meetings of the Board of Directors shall consist of one-half
(1/2) of the members serving on the Board at the time of the meeting
except as may be otherwise required by law or by the Articles of Incorporation
or by these Bylaws.
Section 7. Voting: The vote of the majority of the Directors present
at any meeting at which a quorum is present shall be the act of the
Board of Directors, unless the act of a greater number is required by
law, by the Articles of Incorporation, or by these Bylaws. Vote by proxy
is not permitted.
Section 8. Action By Written Consent: Any action of the Board of Directors
may be taken without a meeting if all members individually or collectively
consent in writing to the adoption of a resolution authorizing the action.
The resolution and written consents shall be filed with the minutes
of the proceedings.
ARTICLE VII
COMMITTEES
Section1. Establishment of Committees: The Board of Directors may establish,
prescribe duties, and dissolve standing committees, special committees,
task forces, or other groups, as it deems necessary. The President shall
appoint the chair of each entity and the chair shall appoint the committee
members subject to the approval of the Board of Directors.
Section 2. Executive Committee: The Executive Committee shall be composed
of the officers of the corporation along with the Executive Director,
who shall serve as an ex officio member. In the event of an emergency
situation, the Executive Committee has the authority to meet and make
decisions on behalf of the board as a whole. Directors must be notified
as soon as possible of all decisions made by the Executive Committee,
but no later than the next meeting. The Executive Committee is responsible
for coordinating the full board's annual review of the Executive Director's
performance and compensation.
ARTICLE VIII
STAFF
Section1. Staff: The Corporation shall have such employees as the Board
of Directors may determine appropriate and necessary. Professional,
clerical and maintenance staff is employed in accordance with the personnel
policies established by the Board of Directors.
Section 2. Executive Director: The Executive Director is responsible
for the management and staffing of the Corporation and for the administration
of programs and implementation of policies established and approved
by the Board. The Executive Director is an ex-officio member of the
Board of Directors and all Board committees.
ARTICLE IX
CONTRACTS, CHECKS, AND DEPOSITS
Section 1. Contracts: The Board of Directors may authorize any officer(s),
agent(s) or employee(s) of the Corporation to enter into any contract
or execute and deliver any instrument in the name of and on behalf of
the Corporation. Such authority may be general or confined to specific
instances.
Section 2. Checks and Drafts: All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in
the name of the Corporation shall be approved and signed by such officer(s),
agent(s) or employee(s) of the Corporation and in such manner as shall
from time to time be determined by resolution of the Board of Directors.
Section 3. Deposits: All funds of the Corporation shall be deposited
or invested in a timely manner to the credit of the corporation in such
bank(s), financial securities, or other depositories as the Board of
Directors selects and approves.
ARTICLE X
OFFICIAL RECORDS
Section 1. Corporate Records: The Corporation shall keep accurate and
complete books and records of account and shall keep minutes of all
proceedings of its Board of Directors and committees having any authority
of the Board of Directors.
Section 2. Financial Records: The Corporation shall maintain current,
true and accurate financial records, including all income and expenditures
in accordance with generally accepted accounting practices.
Section 2.01: Audits: The financial records of the corporation shall
be audited as required by an independent certified public accountant.
Section 2.02. Fiscal Year: The Corporation's fiscal year shall begin
on January 1st and end on December 31st.
Section 3. Governmental Records: The Corporation shall prepare and file
all required governmental reports, questionnaires or tax returns in
a timely manner.
Section 4. Record Retention: All records shall be retained for a period
of time consistent with professional, administrative, and legal requirements.
ARTICLE XI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1: Indemnification: The Corporation shall indemnify directors,
advisory directors, officers, employees and agents of the Corporation
to the fullest extend required by Article 2.22A of the Texas Non-Profit
Corporation Act and may indemnify such persons to the extent permitted
by Article 2.22A of the Texas Non-Profit Corporation Act, subject in
each case, if any, in the Articles of Incorporation.
Section 2: Directors and Officers Insurance: The Corporation shall have
the power to purchase and maintain at its cost and expense insurance
on behalf of such persons to the fullest extent permitted by Article
2.22A of the Texas Non-Profit Corporation Act.
ARTICLE XII
PARLIMENTARY PROCEDURES
Section 1. Robert's Rules of Order: The parliamentary rules and usages
contained in the most recent edition of Robert's Rules of Order shall
govern the Corporation in all cases in which they are applicable, except
to the extent such procedure is otherwise determined by law, by the
Articles of Incorporation or these Bylaws.
ARTICLE XIII
AMENDMENTS
Section 1. Amendments: These Bylaws may be altered, amended, repealed
or rewritten by a two-thirds (2/3) affirmative vote of all the members
of the Board of Directors present at any regular or special meeting,
providing that the notice of such meeting shall have contained a copy
of the proposed alteration, amendment, repeal, or rewrite and an accurate
summary explanation. These Bylaws shall become effective immediately
upon adoption.
Adopted by Stable-Spirit, Inc. on the eighth day of March, 2005.
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