Section 1. Offices


The principal office shall be in the County of Simpson, the State of Mississippi.

Section 2. Change of Address

The designation of the city, county or state of the corporation's principal office may be changed by amendment of these Bylaws.  The Board of Directors may change the principal office from one location to another within the named city by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:

Section 3. Other Offices

The corporation may also have offices at such other places, both within and without the State, where it is qualified to do business, as its business and activities require, and as the Board of Directors may, from time to time, designate.

ARTICLE II

Nonprofit Purposes

Section 1. IRC Section 501(c)(4) Purposes

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(4) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(4) of the Internal Revenue Code.

Section 2. Specific Objectives and Purposes

The specific objectives and purposes of this corporation shall be:
 

A. To protect the rights of conscientious private exotic pet owners and to further the social welfare of nonhuman primates and other “exotic” pets in captivity.

ARTICLE III

DIRECTORS

Section 1. Number of Directors

a. The corporation shall initially have three (3) Officers. The initial directors are to be appointed by the officers of the corporation. The officers and directors shall constitute the Board of Directors. In the future, each board member shall be elected to the Board of Directors by the members of each membership element of the organization. The group of animals represented is an element of U.A.P.P.E.A.L. and directors may be referred to as “Element Representatives”.

b. A maximum of twenty (20) directors may serve at any one time.

Section 2. Qualifications

Directors shall be a minimum of twenty one years of age, meet the Proactive membership requirements, and keep membership dues current. Elected directors must be a Proactive member of this organization for a minimum of one year immediately prior to the commencement of a term as a director.

Section 3. Powers

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors and the officers of the organization.

U.A.P.P.E.A.L. Shall make no loans to any officer, director, or member

Section 4. Duties

It shall be the duty of the directors to:

Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;

Prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;

Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;

Meet at such times and places as required by these Bylaws;

Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such address shall be valid notices thereof

Keep up with issues pertaining to your designated element on Local, State and Federal legislation. The group of animals you represent is an element of U.A.P.P.E.A.L and directors may be referred to as Element Representatives.

Encourage the growth of membership for all elements especially the one you represent.

As a Director / Element Representative, you will have a vote that will represent the voice of your element.

A Director / Element Representative will gather information from members, write articles and submit them to be posted on the U.A.P.P.E.A.L website or in any other U.A.P.P.E.A.L publication.

As a member and a leader of U.A.P.P.E.A.L it is requires to support responsible private ownership of exotic animals

Section 5. Term of Office

Each director shall hold office for a period of two (2) years or until his or her successor is elected, he or she resigns, or is removed. All directors are eligible for re-election with no term limit

Any director resigning from any position must wait one year from the next election for any position before being eligible to run again.

Section 6. Compensation

Directors shall serve without compensation

Section 7. Place of Meetings

The Board of Directors may designate any place, either within or without the State, as the place of meeting for any regular or special meeting called by the Board of Directors. If no designation is made, meetings shall be held at the principal office of the corporation in the State.

Section 8. Regular meetings

Regular meetings of the Directors shall be held annually as announced by the officers with a minimum of 30 days notice.

Section 9. Special Meetings

Special meetings of the Board of Directors may be called by the President, the Vice President, the Secretary, the Treasurer, or any two directors and an officer. Such meetings shall be held at the principle office of the corporation or, if different, at a place voted on by the Board of Directors.

Section 10. Notice of Meetings

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors.

Regular Annual Meetings. At least 30 days notice need be given of any regular meeting of the Board of Directors.

Special Meetings. At least one week prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by electronic mail, by telephone or by facsimile, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or electronic mail notification, the director to be contacted shall acknowledge personal receipt of the facsimile or electronic mail notice by return message of telephone call within 48 hours of the first facsimile or electronic mail transmission. 

Waiver of notice will be in effect for the monthly online Board of Director meetings. The date and time of these monthly meetings will be determined by the majority vote of the Board of Directors and officers.

Section 11. Quorum

The Board of Directors is composed of the officers and the directors. The Directors are also referred to as element representatives. At all meetings of the Board of Directors, a majority of directors then in office 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, except as may otherwise be specifically provided by statute or by the Certificate. If a quorum shall not be present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 12. Majority Action as Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

Section 13. Voting

Each Director / Element Representative, and Officer, shall have one vote. No voting by proxy permitted. In order to maintain voting integrity, Officers will abstain from voting on animal specific issues. This will ensure not more than one person representing a given Element voting on an animal specific issue. 

Section 14. Vacancies

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director and (2) when the number of authorized directors is increased.

Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any Element Representative shall be filled by a special election by the members of the element needing a representative on the board of directors.

Any director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.

Directors or Members may be removed from office or general membership, with or without cause, as permitted by and in accordance with the laws of this state.

A Director or Member may be removed by a two thirds vote of the Board of Directors in a meeting at which a quorum of not less than one-half (1/2) of the Directors are present.

Cause shall be defined as, but not limited to

Misappropriation of Corporate funds.

Commission of any criminal act against this organization or its members.

Actions or statements which threaten or violate the spirit of congeniality and cooperation among the Board of directors or membership.

Intentional mistreatment, gross neglect of, or cruelty to an animal.

Commission of any public act which knowingly serves to discredit or harm the viability of the organization or its purposes as defined in our mission statement.

The Board of Directors may entertain charges against any Director or Member at its discretion. The Director or Member shall be informed of the charges in writing and be afforded a reasonable opportunity, no less than 14 days, for a hearing prior to a vote on the removal of a director.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the Board of Directors. If the number of Directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.

Section 15. Meeting Absence

If any member of the board of directors shall fail to attend two or more consecutive board meetings without showing just cause, he or she shall be deemed to have resigned from office and the vacancy will be filled as provided for in these bylaws.

Section 16. Non-Liability of Directors and Officers

The directors and officers shall not be personally liable for the debts, liabilities or other obligations of the corporation.

Section 17. Indemnification by Corporation of Directors and Officers

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

ARTICLE IV

OFFICERS

Section 1. Designations

The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. The corporation may also have one or more Vice Presidents, and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person, unless applicable law, the Certificate or these bylaws otherwise provide.

Section 2. Qualifications

Any person that has been a Proactive member two consecutive years may serve as an officer of this corporation, however only one member of an immediate family may hold an office in this corporation in the same term.

Section 3. Election and Term of Office

Officers shall be elected by the membership for a term of (4) years. Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected, whichever comes first. Officer elections will be alternated in order to keep a level of experienced officers at all times. After the first (4) years, elections for (2) officers will be held for Vice President and Treasurer. The following (2) years, elections for Secretary and President will be held. The founding Secretary and President officers will hold a longer term to start this rotation.

The Board of Directors shall vote on an election Chair Person and (6) committee members, each from a different element.

Section 4. Removal and Resignation

An officer may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.

An officer may be removed by a two thirds vote of the Board of Directors in a meeting at which a quorum of not less than one-half (1/2) of the Directors are present

Cause shall be defined as, but not limited to

Misappropriation of Corporate funds.

Commission of any criminal act against this organization or its members.

Actions or statements which threaten or violate the spirit of congeniality and cooperation among the Board of directors or membership.

Intentional mistreatment, gross neglect of, or cruelty to an animal.

Commission of any public act which knowingly serves to discredit or harm the viability of the organization or its purposes as defined in our mission statement.

The Board of Directors may entertain charges against any Director at its discretion. The Director shall be informed of the charges in writing and be afforded a reasonable opportunity, no less than 14 days, for a hearing prior to a vote on the removal of a director.

Any officer may resign effective upon giving written notice to the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation.

Section 5. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by a special election. Any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such times as the special election by the membership shall fill the vacancy

Section 6. The President

The President shall be the chief executive and administrative officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may, from time to time, be authorized by the Board of Directors.

Section 7. The Vice President

The Vice President shall perform such duties as shall be assigned to them and shall exercise such powers as may be granted to them by the Board of Directors or by the President of the corporation. In the absence of the President and the Chairman of the Board of Directors, the Vice President, shall perform the duties and exercise the powers of the President with the same force and effect as if performed by the President and shall generally assist the President and shall perform the duties and have the powers prescribed by the Board of Directors from time to time.

Section 8. The Secretary

Certify and keep the original, or a copy of these Bylaws, as amended or otherwise altered to date.

Keep a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be the custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.

Keep a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which membership ceased.

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book (if any) and the minutes of the proceedings of the directors of the corporation.

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.

Section 9. The Treasurer

The Treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the names of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors.

Receive and give receipt for, monies due and payable to the corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the corporations may be directed by the Board of Directors, taking proper vouchers for such disbursements. Treasurer will have authority to disburse checks to lobbyist, and other miscellaneous checks under $500 without requiring the approval of the board of directors provided that he/she is bonded. Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore. Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.

Section 10. State Legislation Director

The Director of Legislation is a voluntary two year term position appointed by the Board of Directors by a majority vote. The Director of Legislation must be a member of U.A.P.P.E.A.L. The Director of Legislation may appoint other U.A.P.P.E.A.L members to a legislation committee to help with the duties of this office. The Board of Directors may terminate any appointment to the legislation committee made by the Director of Legislation by a majority vote. The Director of Legislation will have no voting privileges except those that are guaranteed by their U.A.P.P.E.A.L membership.

It will be the responsibility of the Director of Legislation to:

Update the web master about any changes or additions to the legislation section of the UAPPEAL web site in order to keep members informed of State and Federal legislation and provide this information to the newsletter editor for inclusion in the UAPPEAL newsletter.

Work with the Board of Directors to develop official UAPPEAL position statements and press releases pertaining to legislation at the state level and follow the direction of the UAPPEAL lobbyist at the Federal level.

Stay current on all state and federal legislation that affects the UAPPEAL membership.

Stay current on all USDA and USDI policies, rules and regulations and inform the members of any changes via the UAPPEAL web site and newsletter.

Supply the UAPPEAL secretary with a legislation report to be given at the regular meetings of the Board of Directors. This report is to be provided to the Secretary no later than 3 days prior to the regular meetings of the Board of Directors.

If the Board of Directors feels the Director of Legislation should be present for a regular or special meeting of the Board of Directors, it is the duty of the Director of Legislation to attend such meetings. The Board of Directors will give the Director of Legislation a notice to attend at least one week prior to the date of the regular or special meeting of the Board of Directors.

Section 11. Compensation

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. Salaried individuals cannot vote on their own compensation. All compensation decisions will be made by a majority vote of disinterested board members. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.

Section 12. U.A.P.P.E.A.L. Founding Officers

U.A.P.P.E.A.L. Founding Officers may attend the Board Meetings even after their term is expired. Founding Officers shall not have a vote, and shall not be counted for purposes of determining a quorum.

Founding Officers may participate in discussion.

Section 13. Past President

The Board of Directors may elect to seat the past President as an Honorary Director for a one year term to aid in transition and provide a historical perspective. Honorary Directors shall serve without a vote and shall not be counted for purposes of determining a quorum.

ARTICLE V

MEMBERSHIP

Section 1. Membership

U.A.P.P.E.A.L. is open to any individual, organization or business that shall conform to the following.

All members of U.A.P.P.E.A.L. must support responsible private ownership of exotic animals, and support the U.A.P.P.E.A.L. mission statement.

Members are required to complete the U.A.P.P.E.A.L. membership application when paying annual dues.

Annual Dues will be due on or before January 15th. Dues paid by new members in the last quarter of the year (October through December) will be considered paying dues for the following year. Annual Dues will not be prorated. Dues for all classes of U.A.P.P.E.A.L. Memberships are not tax deductible, not refundable, not transferable and not assignable.

Non payment by any member by the due date shall terminate the membership.

The Board of Directors shall review all classes of membership dues annually, and is empowered to make changes in the amount and structure of dues.

The Board of Directors shall determine all matters concerning eligibility for membership.

Section 2. Membership Classes

Proactive Member owns or cares for exotic animals. Caring for shall be defined as providing veterinary services for, housing, feeding and general maintenance of exotic animals on your premises. (1)Proactive Members have the right to vote on ballots brought before the membership, officers, and their element representative as specified in Article V, Section 3. Proactive members. (2) Proactive members have the right to participate on the online forum.

Guardian Members supports responsible private ownership of exotic animals, but do not own an exotic animal. Guardian Members have a vote in general matters, but may not run for Office or as an Element Representative and may not vote for Officers or Element Representatives.

Honorary memberships will be voted on by the Board of Directors.
Honorary members do not have voting privileges and may not run for office.

Section 3. Voting

Ballots for the Proactive membership may be distributed by mail. Votes from Proactive members may be submitted by mail or fax to the Election Chair person. Ballots submitted by mail, may not be opened until the election committee is present. Should more than one person on the election committee not be able to make the meeting the Election Chairman may appoint another member preferably from an element that is not represented.

Proactive Members will have one vote on issues brought before the membership, and officers. Proactive Members are allowed to belong to more than one element. They must choose one element to be their designated element for Officer and general membership votes. Proactive members will have the opportunity to submit one vote for the votes. Proactive members will have the opportunity to submit one vote for the Element Representative for each element they belong to. Many animal people have more than one type of animal and they will have the option of paying dues as outlined in the membership application for more than one element they own and want to have a vote for those Directors / Element Representatives.

Proactive Family Memberships must have a minimum of two people to be considered a family and will have no more than two votes per household for issues brought before the membership, Officer elections, and a Proactive Family Membership will sign up as one Element as a family giving them two votes for that Element Representative. Proactive Family Memberships will have the opportunity to sign up with additional elements as a family. When filling out a membership application for a Proactive Family Membership, they must choose one element to be their designated element for Officer and general membership votes. Proactive Family Members will have the opportunity to submit one vote per person up to two people for the Element Representative for each Element they belong to.

Voting procedure for Officers will be based on one vote per Element to keep all Elements equal in their voice. Members will only vote once for an Officer under their designated element as defined in Section III part B. Each element will hold a vote to be submitted and counted through an election committee that will consist of a minimum of six Proactive members from various elements appointed by their Element Representative. The Election Committee will decide on the Chairman of the Election Committee. Each Element representative must submit a vote for the officers that reflects the outcome of the Proactive members in their element. This procedure allows for one voice per Element making each element equal in voting power regardless of the number of members in each element.

Section 4. Online Forum

Though we are all here to work together as a unit we still have different interests. The forum will have discussion list for different interests. Some discussions all Proactive members will be interested in such as legislative matters and some other Proactive members may not be interested in worming hoof stock or another subject discussed. The officers and Directors appointed as moderators have the right to moderate or remove members that do not follow the rules of the Forum from the discussion group.

Section 5. Regular meetings

Regular meetings of the Directors shall be held annually as announced by the officers with a minimum of 30 days notice.

The annual membership meeting of this organization shall be held each year after the Board of Directors Meeting,

Proactive members may attend a meeting of the Board of Directors, however, they may not have a voice in discussion and they may not have a vote. Proactive members may address the Board of Directors with advance notice of 5 days of the board meeting with a 3 minute presentation.

ARTICLE VI

IRC 501(c)(4) Tax Exemption Provisions

Section 1. Limitation on Activities

This corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, this corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code.

Section 2. Prohibition Against Private Inurnment

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, except that this corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

Section 3. Distribution of Assets

Upon the dissolution of this corporation, its assets shall be distributed to the federal government, or to a state or local government, exclusively for a public purpose. The assets may also be distributed to a nonprofit corporation, trust, foundation or other organization which, at the time of transfer, is exempt from Federal income taxation under Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code or the corresponding provisions of any subsequent Federal tax laws.

ARTICLE VII

Amendment of Bylaws

Section 1. Amendment

These bylaws, or any of them, may be altered, amended or repealed and new Bylaws adopted by approval of the Board of Directors.