As of July 2016
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 member and a leader of U.A.P.P.E.A.L, anyone nominated, elected, 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 and meet the membership requirements. Elected directors must be a member of this organization for a minimum of one year immediately prior to the commencement of a term as a director. If a director is appointed by the President to fill a vacancy and the Board of Directors approves the appointment by a majority vote, the one year membership requirement may be waived.
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.
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, appointed directors, agents and employees of the corporation;
Supervise all officers, appointed directors, 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; and
Encourage the growth of the membership.
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. Members may attend the annual meeting of the Board of Directors. However, they may not participate in the discussion and may not vote. Members may address the Board of Directors with advance notice of at least 5 days prior to the board meeting.
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 elected or appointed 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. 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 elected or 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, director, or member at its discretion. The officer, director, or member 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, director or member.
Officers, 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.
An officer, director, or member 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
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.
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 Vice President, a Secretary and a Membership Secretary/Treasurer. The corporation may also have one or more Vice Presidents, and one or more Assistant Secretaries and Assistant Membership Secretary/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 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 membership requirement may be waived.
Section 3. Election and Term of Office
Nomination forms shall be mailed out in the printed newsletter of the year prior to the election year. Nominations shall be submitted by mail or email to the Secretary by January 31 of the election year or within 30 days of the mailing of the newsletter, whichever is later.
After a 30 day election period, officers shall be elected by the membership 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 elected, whichever comes first. Officer elections will be alternated in order to keep a level of experienced officers at all times. Elections will be held for President and Membership Secretary/Treasurer in odd numbered years, and elections will be held for Secretary and Vice President in even numbered years. All officers are eligible for re-election with no term limit.
The Board of Directors shall appoint one (1) non-Board proactive member as Election Supervisor to oversee the election and count the votes.
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 election for that position before being eligible to run 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 election by the membership, with the exception of President, which shall be filled by the Vice President. The vacancy may be filled temporarily by appointment by the President until the special election is complete.
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 Vice President
The Vice President shall perform such duties as shall be assigned to him or her and shall exercise such powers as may be granted to him or her by the Board of Directors or by the President of the corporation. In the absence of the President, 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 9. 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, members, and, if applicable, all committee 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 10. The Membership Secretary/Treasurer
The Membership Secretary/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 Membership Secretary/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 Membership Secretary/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.
Keep a membership book containing the name and address of each member, and, in the case where any membership has been terminated, record such fact in the membership book together with the date on which membership ceased.
In general, perform all duties incident to the office of Membership Secretary/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.
U.A.P.P.E.A.L. shall make no loans to any officer, director, or member.
Section 11. 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 12. 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 members 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 other U.A.P.P.E.A.L members to a legislation committee to help with the duties of the office. The Board of Directors may terminate any appointment to the legislation committee 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:
Update the webmaster about any changes or additions to the legislation section of the UAPPEAL website 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 website 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.
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. Member Organization Advisor
The Member Organization Advisor shall perform the duties of advisor between UAPPEAL and its member organizations. 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
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.
Membership can be denied to anyone who has committed actions to discredit or cause harm against U.A.P.P.E.A.L. or who joins with the intention of causing harm to this organization.
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 Members are members that are current on their dues with full membership benefits. U.A.P.P.E.A.L. has the following classes of proactive memberships:
Single Memberships are for individuals. Single Memberships shall have one vote on issues brought before the membership and for officer elections.
Family Memberships are for two or more people in a household. Family Memberships shall have two votes per household on issues brought before the membership and for officer elections.
Proactive members have the right to: (1) vote on ballots brought before the membership and in officer elections, (2) participate on the online forums, (3) receive the year-end mailed newsletter, and (4) receive the electronic Circle of Unity newsletter.
Employee/Volunteer Memberships are for those that are full- or part-time volunteers or employees of a facility or business that has a current single or family membership with U.A.P.P.E.A.L. Employee/Volunteer Memberships shall not have a vote on issues brought before the membership or for officer elections, but shall have all other benefits of a proactive membership listed above.
Member Organizations. Member organizations are for those legally distinct organizations that share a similar mission and purpose as U.A.P.P.E.A.L. and will help further its objectives. Each member organization shall have one representative that may not run for an officer position or be appointed for a director position but shall have all other benefits of a proactive member listed above and may share organizational reports and newsletters with their membership unless otherwise specified. Member organization representatives shall have one vote.
Honorary memberships will be voted on by a majority vote of the Board of Directors. Honorary members do not have voting privileges and may not run for an officer position or be appointed for a director position.
Section 3. Voting
Written general ballots may be distributed to the proactive membership by mail or e-mail. Completed general ballots shall be submitted by mail, email, or fax to the Secretary.
Officers shall be elected at the annual physical or online membership meeting by majority vote of participating members by written or electronic ballot or other acceptable means. Members unable to attend the meeting may submit an absentee ballot to the Election Supervisor prior to the end of the election. The Election Supervisor shall count the votes. The results shall be communicated to the membership at the meeting and in the next newsletter.
Section 4. Online Forum
U.A.P.P.E.A.L. provides four online forums for members to communicate on: a UAPPEAL group, a UAPPEAL4chat group, UAPPEAL Action Group and a UAPPEAL Facebook group. The UAPPEAL group is for legislative and organizational matters, the UAPPEAL Action Group is a work group for addressing legislation, and the UAPPEAL4chat group is provided for discussion of other matters of interest to the members. 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 members that do not follow the rules of the various forums from the U.A.P.P.E.A.L. lists.
Section 5. Meetings
Any place, either within or outside the State, may be designated as the meeting place for a membership meeting. If no designation is made, meetings shall be held at the principal office of the corporation in the State.
In lieu of a physical meeting, any annual, regular or special membership meeting may be held on the Internet or by any other electronic communications technology where members can read or hear and respond to the proceedings as they occur and vote on matters submitted.
The presence of at least ten percent (10%) of the voting membership at a membership meeting shall constitute a quorum for the transaction of business, and the act of a majority of the voting membership present at any meeting at which there is a quorum shall be the act of the membership, except as may otherwise be specifically provided by law or by the Articles of Incorporation.
Any annual physical membership meeting of this organization shall be held each year after the annual Board of Directors Meeting. At least 30 days notice is required for the annual membership meeting.
Any special membership meeting may be called by the Board of Directors or if at least 5% of the voting membership submits a signed and dated written request for a special meeting to an officer that includes the purpose for the meeting. At least 10 days notice is required for any special meeting.
Section 6. Removal
Members may be removed from the organization with or without cause through the procedures listed in Article III, Section 15, as permitted by and in accordance with the laws of this state. Removal of member organizations is the same as the removal of members except that the organization must be provided written notice of the proposed action and given 14 days to respond.
ARTICLE VII COMMITTEES
Section 1. Standing Committees. This corporation shall have the following permanent committees:
a. Fundraising Committee. The Fundraising Committee formulates ideas and plans for raising money to help support U.A.P.P.E.A.L. The chair shall be appointed by the Board of Directors.
b. Legislation Committee. The Legislation Committee is in charge of all federal and state legislative matters affecting the organization. The Directors of Federal and State Legislation shall serve as co-chairs. The state representatives shall serve as members of the Legislative Committee.
Section 2. Special Committees. The Board of Directors may establish such special committees as it deems appropriate from time to time. Special committees shall have the duties and responsibilities designated by the Board.
ARTICLE VIII 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 IX 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.