The undersigned, all of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of California, do hereby certify:
I. The name of the corporation is Spay/Neuter Implementation Program (SNIP).
II.A. This corporation is a nonprofit Public Benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public andcharitable purposes.
II.B. The specific purposes of this corporation are 1) to reduce the number of unwanted, neglected, and abandoned dogs in the Lake Los Angeles and Littlerock, California, communities by educating dog owners on neutering their pets and providing assistance--financial and physical--for neutering; 2) to place litters of unwanted puppies through our network of rescue organizations.
III. The name and address in the State of California of this corporation's initial agent for service of process is:
Carolyn Culligan PO Box 500064 Lake Los Angeles CA 93535
IV.A. This corporation is organized and operated exclusively for charitable purposes within the meaning of Internal Revenue Code section 501(c)(3).
IV.B. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
V. The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Internal Revenue Code section 501(c)(3).
The mission of Spay/Neuter Implementation Program (SNIP) is to reduce the number of abandoned domestic pets in the Lake Los Angeles/Littlerock communities of California. Our two-fold plan of providing easy access to spay, neuter, and veterinary care and finding homes for unwanted pets will improve the lives of dogs and their families.
Goals: To reduce the number of unwanted, neglected, and abandoned dogs in the Lake Los Angeles and Littlerock, California, communities by educating dog owners on neutering their pets and providing assistance, financial and physical, for neutering. To place unwanted puppies through our network of rescue organizations.
ARTICLE I - NAME, PURPOSE
The name of the organization shall be Spay/Neuter Implementation Program (SNIP).
The corporation is organized exclusively for charitable purposes, more specifically to assist local pet owners to spay/neuter their dogs and cats in order to reduce the number of unwanted and/or abandoned pets in our community.
ARTICLE II - MEMBERSHIP
Membership shall consist of the members of the Board of Directors.
ARTICLE III - BOARD OF DIRECTORS
Board Role, Size, Compensation. The Board is responsible for overall policy and direction of the Council, and delegates responsibility for day-to-day operations to the Council Director and committees. The Board shall have up to six and not fewer than two members. The board receives no compensation other than reasonable expenses.
Meetings. The Board shall meet at least once a month, at an agreed upon time and place.
Board Elections. Election of new Directors or election of current Directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current Directors.
Terms. All Board members shall serve one-year terms, but are eligible for reelection.
Quorum. A quorum must be attended by at least 50 percent of the Board members before business can be transacted or motions made or passed.
Notice. An official Board meeting requires that each Board member have written notice two weeks in advance.
Officers and Duties. There shall be two officers of the Board consisting of a Chair, Secretary and Treasurer. Their duties are as follows: The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer. The Chair shall also chair committees on special subjects as designated by the Board. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. The Treasurer shall make a report at each Board meeting. Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.
Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance.
ARTICLE IV - COMMITTEES
The Board may create committees as needed, such as fundraising, housing, etc. The Chair appoints all Committee Chairs.
The officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Finance Committee. The Treasurer is Chair of the Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE V - AMENDMENTS
These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws will be submitted for approval at a meeting of the Board of Directors of Spay/Neuter Implementation Program (SNIP), to be scheduled when Incorporation is established. CONFLICT OF INTEREST STATEMENT
Article I. Purpose. The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Article II. Definitions
Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III.2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
to Disclose. In connection with any actual or
possible conflict of interest, an interested person must disclose the
existence of the financial interest and be given the opportunity to
disclose all material facts to the directors and members of committees
with governing board delegated powers considering the proposed transaction
Whether a Conflict of Interest Exists. After
disclosure of the financial interest and all material facts, and after any
discussion with the interested person, he/she shall leave the governing
board or committee meeting while the determination of a conflict of
interest is discussed and voted upon. The remaining board or committee
members shall decide if a conflict of interest exists.
for Addressing the Conflict of Interest An interested person may make a presentation at the governing
board or committee meeting, but after the presentation, he/she shall
leave the meeting during the discussion of, and the vote on, the
transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall, if
appropriate, appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee
shall determine whether the Organization can obtain with reasonable
efforts a more advantageous transaction or arrangement from a person or
entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not
reasonably possible under circumstances not producing a conflict of
interest, the governing board or committee shall determine by a majority
vote of the disinterested directors whether the transaction or
arrangement is in the Organization’s best interest, for its own benefit,
and whether it is fair and reasonable. In conformity with the above
determination it shall make its decision as to whether to enter into the
transaction or arrangement.
of the Conflicts of Interest Policy If the governing board or committee has reasonable cause to
believe a member has failed to disclose actual or possible conflicts of
interest, it shall inform the member of the basis for such belief and
afford the member an opportunity to explain the alleged failure to
disclose. If, after hearing the member’s response and after making further
investigation as warranted by the circumstances, the governing board or
committee determines the member has failed to disclose an actual or
possible conflict of interest, it shall take appropriate disciplinary and
Article IV. Records of Proceedings. The minutes of the governing board and all committees with board delegated powers shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V. Compensation
A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI. Annual Statements. Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
Has received a copy of the conflicts of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII. Periodic Reviews. To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII. Use of Outside Experts. When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.