As of May 2019
ARTICLE I ORGANIZATION
Section 1. Name
The name of the corporation shall be Uniting A Politically Proactive Exotic Animal League (U.A.P.P.E.A.L.).
Section 2. Offices
The principal office shall be in the County of Simpson, the State of Mississippi.
Section 3. 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 4. Other Offices
The corporation may also have offices at such other places, both within and outside 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 to further the social welfare of exotic and alternative animals in captivity by:
A. Promoting responsible ownership through education;
B. Protecting ownership and other rights by lobbying on exotic and alternative animal legislation at the federal
level through the use of our federal lobbyist; and
C. Preparing the exotic animal community to lobby on their state and local bills by providing them with necessary
resources and training.
ARTICLE III BOARD OF DIRECTORS
Section 1. Number of Directors
a. The corporation shall have at least three (3) Officers and one (1) or more directors. The officers and directors shall constitute the Board of Directors. Members of the Board of Directors shall herein be referred to as directors throughout Articles III and IV.
b. A maximum of twenty (20) directors may serve at any one time.
Section 2. Qualifications
As a leader of U.A.P.P.E.A.L, anyone nominated, appointed, or serving on the Board of Directors must support responsible private ownership of exotic animals.
Directors shall be a minimum of twenty-one years of age. Directors must be a supporter of this organization.
Section 3. Powers
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws, 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.
Section 4. Duties
It shall be the duty of the directors to:
Section 5. Term of Office
Each officer term shall be as specified in Article IV, Section 3. Each appointed director term shall be as specified under the specific positions listed in Article V.
Section 6. Compensation
Directors shall serve without compensation.
Section 7. Place of Meetings
The Board of Directors may designate any place, either within or outside 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.
Any regular or special meeting of the Board of Directors may be conducted through the use of any means of communication by which any or all directors participating may simultaneously hear each other during the meeting, including, but not limited to, conference calls and live video conferences. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Section 8. Regular meetings
Annual Meeting. Regular meetings of the Board of Directors shall be held annually as announced by the officers with a minimum of 30 days notice.
Regular Online Meetings. The date and time of these online meetings will be determined by the majority vote of the Board of Directors and officers.
Section 9. Special Meetings
Special meetings of the Board of Directors may be called by any officer or any two directors and an officer.
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 is required for the regular annual meeting of the Board of Directors.
Regular Online Meetings. The 30-day notice is waived for the online Board of Director meetings.
Special Meetings. The Secretary of the corporation shall provide notification to each Board member at least one week prior to each special Board of Director meeting. Such notice may be oral or written, may be given personally or by first class mail, electronic mail, telephone or facsimile, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.
Section 11. Quorum
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 at any time a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting, without notice other than announcement at the meeting, until a quorum is 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 and Officer shall have one vote. No voting by proxy permitted. If a Board member does not sign in to an online Board of Director meeting and participate in the discussion related to each item that goes for an official Board vote, that person may not vote on those items.
Section 14. Vacancies
Vacancies on the Board of Directors may result from (1) the death, resignation or removal of any director or (2) when the number of authorized directors is increased.
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 an appointment by the President and approval of a majority of the directors then in office or by a sole remaining director. A person appointed to fill a vacancy on the Board shall hold office until the next appointment period of the Board of Directors or until his or her death, resignation or removal from office.
Section 15. Resignation and Removal
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 appointed 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.
The Board of Directors may entertain charges against any officer or director at its discretion. The officer or director shall be informed of the charges with no less than 15 days prior written notice and be afforded a reasonable opportunity, no less than 5 days, for a hearing prior to a vote on the removal of an officer or director.
Officers or directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
An officer or director may be removed by a two-thirds (2/3) 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
Section 16. 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 17. 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 18. 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 Secretary and a Treasurer. The corporation may also have 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 supporter one consecutive year 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. If an officer is appointed by the President to fill a vacancy and the Board of Directors approves the appointment by a majority vote, the one-year requirement may be waived.
Section 3. Nominations and Term of Office
The Board of Directors shall nominate and appoint officers for a term of two (2) years. Each officer shall hold office until he or she resigns, is removed or is otherwise disqualified to serve, or until his or her successor is appointed, whichever comes first. Officer appointments will be alternated in order to keep a level of experienced officers at all times. Appointments will be held for President and Treasurer in odd numbered years, and appointments will be held for Secretary in even numbered years. All officers are eligible for re-appointment with no term limit.
Section 4. Removal and Resignation
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.
Any officer resigning from any position must wait one year from the next appointment period for that position before being eligible to serve again.
An officer may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state under the provisions listed in Article III, Section 15.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by a special appointment by the Board, with the exception of President, which shall be filled by the Vice President.
Section 6. 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 7. 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 8. The Secretary
The Secretary shall:
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 officers, directors, and, if applicable, all member and task force meetings, 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.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws 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 as may be directed by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall have the authority to disburse checks to approved lobbyists and 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 this office of 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.
U.A.P.P.E.A.L. shall make no loans to any officer or director.
Section 10. 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 11. 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: APPOINTED DIRECTORS
Section 1. In General
Unless otherwise specified, all appointed director positions are voluntary two (2) year term positions appointed by the Board of Directors by majority vote. All appointed directors must be proactive supporters of UAPPEAL.
Section 2. Directors of Legislation
UAPPEAL has the following Directors of Legislation:
A. Director of Federal Legislation: The Director of Federal Legislation works with the UAPPEAL Federal
Lobbyist to address federal legislation affecting the exotic animal community.
B. Director of State Legislation: The Director of State Legislation monitors and addresses state legislation
affecting the exotic animal community with the assistance of the state representatives.
The Director of Federal Legislation and/or the Director of State Legislation may appoint U.A.P.P.E.A.L supporters to a task force to help with the duties of the office. The Board of Directors may terminate any appointment to the task force made by the Director of Federal Legislation and/or the Director of State Legislation by a majority vote.
It will be the responsibility of the Directors of Federal and State Legislation to:
The Directors of Federal and State Legislation should be present for all regular or special meetings of the Board of Directors. It is the duty of the Directors of Federal and State Legislation to attend such meetings. If the directors of Federal and State Legislation 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 3. Supporter Advisor
The Supporter Advisor shall perform the duties of advisor between UAPPEAL and its supporters. The Director shall supply a report for all regular Board meetings.
Section 4. Research Consultant
The Research Consultant is a consultant for needed bona fide information to be utilized to respond to state and federal legislation, including bills and rule changes.
ARTICLE VI MEMBERSHIP
UAPPEAL shall have no members, only supporters.
ARTICLE VII ONLINE FORUMS
U.A.P.P.E.A.L. provides two online forums to communicate on: a UAPPEAL Yahoo! group and a UAPPEAL Facebook group. The UAPPEAL group is for legislative and organizational matters and the Facebook group is for working on pending legislation, discussing current laws and activities, conducting organizational business, and conversing about other relevant topics. The Board of Directors has the right to moderate or remove those that do not follow the rules of the various forums from the U.A.P.P.E.A.L. lists.
ARTICLE VIII TASK FORCE
The Board has the authority to set up short-term specific task forces as needed.
ARTICLE IX 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 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 X AMENDMENT OF BYLAWS
Section 1. Amendment
These bylaws, or any part of them, may be altered, amended or repealed and new bylaws adopted by majority approval of the Board of Directors.