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DACF BylawsArticle I – Name, Purpose The name of the corporation shall be Downtown Animal Care Foundation. The business and purpose of the corporation shall be to assist in providing veterinary care to animals, including but not limited to: aiding low-income families and individuals to pay for veterinary care for family pets; providing examination and surgical space and equipment to veterinarians who are donating their time, or providing time at reduced rates for animals in need; providing spay and neuter services to nonprofit organizations dedicated to rescuing animals; providing emergency health care, adoption services, and spay and neuter services to stray, abandoned or relinquished animals. Article II – Location The organization shall be located in the state of Colorado, in the city and county of Denver. The principle address of the corporation shall be 1041 Galapago St., Denver, CO 80204. Article III – Board of Directors 1. General Powers - The affairs of the corporation shall be managed and controlled by its Board of Directors. 2. Size of Board – The number of board members shall be no less than three and no more than eleven. 3. Election of Board Members - New board members may be nominated by current members at any board meeting and will be elected to the board by a two-thirds vote of existing members. Any interested member of the community can be nominated to the board of directors. 4. Term of Service – The term of service for board members shall be three years, at which time the board member will need to be re-elected by a majority vote of all other members. 5. Termination or Resignation of Board Members – Board members may resign at any time, but are requested to provide at least two weeks written notice to the board and make every effort to find a suitable candidate to replace them. A member may be removed from the board for cause by a two-thirds vote of all remaining board members. The board shall give such director notice in writing of the charges considered to constitute cause at least fifteen days before any meeting at which he or she shall be considered for removal. Intentional violation of these bylaws or conduct injurious to the corporation or unbecoming to a director shall be considered cause for removal. No director removed for cause shall be eligible for re-election to the board. Failure to attend three consecutive regular meetings without reasonable excuse shall constitute a resignation from the board of directors. Article IV - Officers The officers of the corporation shall be elected annually by the board of directors and after the election of directors. New offices may be created and filled at any meeting of the board of directors. Each officer shall hold office until his or her successor shall have been duly elected or appointed. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term. 1. President - The president shall be the principal executive officer of the corporation, subject to direction of the board of directors. He or she shall chair all board meetings. He or she may sign contracts or other instruments which the board of directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws or by statute to some other officer or agent of the corporation. 2. Vice President/Secretary - In the absence of the president or in the event of his or her inability or refusal to act, the vice president/secretary shall act in place of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president/secretary shall also keep the minutes of the meetings of the board of directors; notify all members of meetings; distribute meeting minutes and agendas prior to board meetings; maintain all corporate records; keep a register of contact information for each board member; and keep a list of all committees and their members. 3. Treasurer - The treasurer shall monitor the financial status of the corporation and report back to the board of directors. The treasurer shall have charge of and be responsible for all funds and securities of the corporation; assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public. The treasurer may delegate authority to the employees or agents of the corporation as necessary for day-to-day operation. Article V – Meetings An annual meeting of the board of directors shall be held in September of each year at the corporation’s place of business. Additionally, regular meetings of the board shall occur quarterly to review the progress of the organization and approve any new business. These meetings may be held via teleconference. In addition, special meetings of the board may be called by the board president or a two-thirds request of current board members. Notice of any meeting of the board shall be given with at least fifteen days prior notice delivered personally, by telephone or by written communication, including e-mail to each director at his address as shown by the records of the corporation. A majority of the board shall constitute a quorum for the transaction of business at any meeting. Meetings shall be chaired by the board president. Article VI – Committees With a majority vote of board members, the board of directors may create committees as needed to address issues such as finance, fundraising, programs, board development, and others as they see fit. The board may also invite community members and other interested parties to participate in these committees, so long as at least one member of the board sits on the committee. That board member shall also be the committee chairperson. Each committee may adopt rules for its own governance consistent with these bylaws or with rules adopted by the board of directors. Article VII – Executive Director The board of directors may at its discretion employ an executive director with professional qualifications reasonably suitable to manage the corporation. The board of directors shall have the authority and responsibility for employing and terminating the executive director. The executive director shall have the duty and responsibility for administration and day-to-day operation of the corporation Article VIII – Dissolution Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes as shall at the time qualify as an exempt organization or organization under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the board of directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as the court shall determine, which are organized and operated exclusively for such purposes. Article IX - Amendments These bylaws may be amended when necessary by a two-thirds vote of the board of directors. Proposed amendments to the bylaws must be submitted to the vice president/secretary of the board at least fifteen days prior to the board meting at which the amendment shall be debated.
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