Basenji Rescue and Transport, Inc.
BY-LAWS
ARTICLE 1 OFFICES
SECTION 1. PRINCIPAL OFFICE The principal office of the corporation is
located in Dallas County, State of Texas
SECTION 2. CHANGE OF ADDRESS The designation of the 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 county 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:
____________________ Dated: ________, ____ ____________________ Dated: ________, ____
____________________ Dated: ________, ____
SECTION 3. OTHER OFFICES The corporation may also have
offices at such other places, within or without its state of incorporation, where it is
qualified to do business, as its business and activities may require, and as the board of
directors may, from time to time, designate.
ARTICLE 2 NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501(C)(3) PURPOSES This corporation is
organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of
the Internal Revenue Code, including, for such purposes, the making of distributions to
organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal
Revenue Code.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES The specific
objectives and purposes of this corporation shall be: A. To be a separate, non-profit
organization to educate and assist local rescue groups and individuals in all aspects of
rescuing Basenji dogs, including dogs that are believed to be at least one-half Basenji
("Basenjis") from animal shelters; B. To provide education and charitable
assistance to individuals on all aspects of Basenji rescue, including the maintenance of a
list of volunteers willing to provide assistance for rescued Basenjis
("Stationmasters"), and to operate an Internet mailing list and a web page
dedicated to Basenji rescue matters; C. To provide charitable assistance to individuals
who need to rehome their Basenji due to family circumstances or other unforeseen events;
D. To assist and educate individuals who are looking to adopt a Basenji rescue; E. To
provide follow-up educational services to individuals who adopt a rescue Basenji; F. To
transport and help arrange transport of rescued Basenjis to new homes; G. To prevent
cruelty to animals and provide funds for the purpose of having Basenjis spayed or neutered
to prevent overbreeding; H. To pay for Vetinerary care given to Basenjis in rescue: and I.
To raise funds to assist local Basenji rescue groups or individuals in the rescue, foster
care, veterinary care, transportation, purchase of Basenjis from shelters and animal
welfare groups, and placement of rescued Basenjis.
ARTICLE 3 DIRECTORS
SECTION 1. NUMBER The corporation shall have five Directors
and collectively they shall be known as the Board of Directors.
SECTION 2. QUALIFICATIONS Directors shall be of the age of
majority in this state.
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.
SECTION 4. DUTIES It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the
Articles of Incorporation, or by these Bylaws; (b) Appoint and remove, employ and
discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix
the compensation, if any, of all officers, agents and employees of the corporation; (c)
Supervise all officers, agents and employees of the corporation to assure that their
duties are performed properly; (d) Meet at such times and places as required by these
Bylaws; (e) Register their addresses with the Secretary of the corporation, and notices of
meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
SECTION 5. TERM OF OFFICE Each director shall hold office for
a period of two years and until his or her successor is elected and qualifies.
SECTION 6. COMPENSATION Directors shall serve without
compensation except that a reasonable fee may be paid to Directors for attending regular
and special meetings of the board. In addition, they shall be allowed reasonable
advancement or reimbursement of expenses incurred in the performance of their duties.
SECTION 7. PLACE OF MEETINGS Meetings shall be held either at
the principal office of the corporation, or in Austin, Texas, Scottsdale, Arizona,
Sacramento, California or St. Louis, Missouri, or at such other place as may be designated
from time to time by resolution of the Board of Directors.
SECTION 8. REGULAR MEETINGS Regular meetings of Directors
shall be held from time to time as may be provided by resolution of the Board of
Directors. Directors shall be elected by the Board of Directors. Voting for the election
of Directors shall be by written ballot. Each director shall cast one vote per candidate,
and may vote for as many candidates as the number of candidates to be elected to the
board. The candidates receiving the highest number of votes up to the number of Directors
to be elected shall be elected to serve on the board.
SECTION 9. SPECIAL MEETINGS Special meetings of the Board of
Directors may be called by the Chairperson of the Board, the President, the
Vice-President, the Secretary, by any two Directors, or, if different, by the persons
specifically authorized under the laws of this state to call special meetings of the
board. Such meetings shall be held at the principal office of the corporation or, if
different, at the place designated by the person or persons calling the special meeting.
Such meetings may also be held via telephone conference call or Internet "chat"
to the extent permitted by law. Moreover, the Directors and Advisory Directors may conduct
informal discussions for which no quorum shall be needed, although notice will be
supplied. These discussions will not be considered Special Meetings unless prior notice to
that effect is provided to the 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: (a)
Regular or Special Meetings. At least one week prior notice shall be given by the
Secretary of the corporation to each Director and Advisory Director of each regular or
special meeting of the Board of Directors. Such notice may be oral or written, may be
given personally, by first class mail, by telephone, by E-mail, or by facsimile machine,
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 notification, the director to be
contacted shall acknowledge personal receipt of the facsimile notice by a return message
or telephone call within twenty four hours of the first facsimile transmission.
Discussions at Special Meetings will not be limited to the matters proposed in the notice,
however, proposed actions will be so limited. (B) Waiver of Notice. Whenever any notice of
a meeting is required to be given to any director of this corporation under provisions of
the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice
in writing signed by the director (or via E-mail), whether before or after the time of the
meeting, shall be equivalent to the giving of such notice. Advisory Directors are welcome
to participate and attend meetings of the Board of Directors.
SECTION 11. QUORUM FOR REGULAR MEETINGS A quorum for Regular
Meetings of the Board of Directors shall consist of three members of the Board of
Directors all of whom must meet in person. Directors may vote by proxy, Internet chat, or
via telephonic conference. Except as otherwise provided under the Articles of
Incorporation, these Bylaws, or provisions of law, no business shall be considered by the
board at any meeting at which the required quorum is not present, and the only motion
which the Chair shall entertain at such meeting is a motion to adjourn.
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. CONDUCT OF MEETINGS Meetings of the Board of
Directors shall be presided over by the Chairperson of the Board, or, if no such person
has been so designated or, in his or her absence, the President of the corporation or, in
his or her absence, by the Vice President of the corporation or, in the absence of each of
these persons, by a Chairperson chosen by a majority of the Directors present at the
meeting. The Secretary of the corporation shall act as secretary of all meetings of the
board, provided that, in his or her absence, the presiding officer shall appoint another
person to act as Secretary of the Meeting. Meetings shall be governed by such procedures
as may be approved from time to time by the board of Directors, insofar as such rules are
not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or
with provisions of law.
SECTION 14. VACANCIES Vacancies on the Board of Directors
shall exist (1) on the death, resignation or removal of any director, and (2) whenever the
number of authorized Directors is increased. Any director may resign effective upon giving
written notice to the Chairperson of the Board, 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 then 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 may be
removed from office, with or without cause, as permitted by and in accordance with the
laws of this state. 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. NONLIABILITY OF DIRECTORS The Directors shall not
be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 16. INDEMNIFICATION BY CORPORATION OF DIRECTORS,
ADVISORY DIRECTORS, AND OFFICERS The Directors, Advisory Directors and Officers of the
corporation shall be indemnified by the corporation to the fullest extent permissible
under the laws of this state.
SECTION 17. INSURANCE FOR CORPORATE AGENTS Except as may be
otherwise provided under provisions of law, the Board of Directors may adopt a resolution
authorizing the purchase and maintenance of insurance on behalf of any agent of the
corporation (including a Director, Advisory Director, Officer, employee, Stationmaster, or
other agent of the corporation) against liabilities asserted against or incurred by the
agent in such capacity or arising out of the agent's status as such, whether or not the
corporation would have the power to indemnify the agent against such liability under the
Articles of Incorporation, these Bylaws or provisions of law.
ARTICLE 4 ADVISORY DIRECTORS
SECTION 1. NUMBER The corporation may have up to twelve
Advisory Directors (the "Advisory Directors.") Advisory Directors do not operate
or manage the affairs of the corporation but advise the Directors and Officers on issues
of concern to the corporation.
SECTION 2. DUTIES Advisory Directors shall advise the
Officers and Directors of the corporation on issues of rescue practices and procedures,
and on the operation of the corporation. Advisory Directors will have no vote on matters
decided by the Board of Directors but may participate in Regular and Special Board of
Director's meetings, and may present their views to the Directors and Officers on such
matters or on any other matters effecting the corporation.
SECTION 3. TERM OF OFFICE Advisory Directors are selected by
the Board of Directors by resolution. Each Advisory Director shall hold office for a
period of two years and until his or her successor is elected and qualifies.
SECTION 4. COMPENSATION Advisory Directors shall serve
without compensation, except that they may be allowed reasonable advancement or
reimbursement of expenses incurred in the performance of their duties, provided such
expenses are authorized by the Board of Directors.
SECTION 5. VACANCIES Vacancies on the Advisory Board of
Directors shall exist (1) on the death, resignation or removal of any director, and (2)
whenever the number of authorized directors is increased. Any Advisory Director may resign
effective upon giving written notice to the Chairperson of the Board, the President, the
Secretary, or the Board of Directors, unless the notice specifies a later time for the
effectiveness of such resignation. Advisory Directors may be removed from office, with or
without cause, as determined by the Board of Directors.
SECTION 6. NONLIABILITY OF ADVISORY DIRECTORS Advisory
Directors shall not be personally liable for the debts, liabilities, or other obligations
of the corporation.
ARTICLE 5 OFFICERS
SECTION 1. DESIGNATION OF OFFICERS The Officers of the
corporation shall be a President, a Vice President, a Secretary, and a Treasurer. One
person may hold two of the above offices simultaneously without restrictions. The
corporation may also have a Chairperson of the Board, one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers, and other such Officers with such titles as
may be determined from time to time by the Board of Directors.
SECTION 2. QUALIFICATIONS Any person may serve as Officer of
this corporation.
SECTION 3. ELECTION AND TERM OF OFFICE Officers shall be
elected by the Board of Directors, at any time, and each Officer shall hold office for a
two-year term or until he or she resigns or is removed or is otherwise disqualified to
serve, or until his or her successor shall be elected and qualified, whichever occurs
first.
SECTION 4. REMOVAL AND RESIGNATION Any Officer may be
removed, either with or without cause, by the Board of Directors, at any time. Any Officer
may resign at any time by giving written notice to the Board of Directors or to the
President or Secretary of the corporation. Any such resignation shall take effect at the
date of receipt of such notice or at any later date specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall not be necessary to
make it effective. The above provisions of this Section shall be superseded by any
conflicting terms of a contract which has been approved or ratified by the Board of
Directors relating to the employment of any Officer of the corporation.
SECTION 5. VACANCIES Any vacancy caused by the death,
resignation, removal, disqualification, or otherwise, of any Officer shall be filled by
the Board of Directors. In the event of a vacancy in any office other than that of
President, such vacancy may be filled temporarily by appointment by the President until
such time as the Board shall fill the vacancy. Vacancies occurring in offices of Officers
appointed at the discretion of the board may or may not be filled as the board shall
determine.
SECTION 6. DUTIES OF PRESIDENT The President shall be the
chief executive 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, or by these
Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless
another person is specifically appointed as Chairperson of the Board of Directors, the
President shall preside at all meetings of the Board of Directors. 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. DUTIES OF VICE PRESIDENT In the absence of the
President, or in the event of his or her inability or refusal to act, the Vice President
shall perform all the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions on, the President. The Vice President
shall have other powers and perform such other duties as may be prescribed by law, by the
Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of
Directors.
SECTION 8. DUTIES OF SECRETARY The Secretary shall: Certify
and keep at the principal office of the corporation the original, or a copy, of these
Bylaws as amended or otherwise altered to date. Keep at the principal office of the
corporation or at such other place as the board may determine, a book of minutes of all
meetings of the directors, and, if applicable, meetings of committees of directors,
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 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 at the principal office
of the corporation a database containing the name and address of each and any
Stationmasters. Exhibit at all reasonable times to any director of the corporation, or to
his or her agent or attorney, on request therefor, the Bylaws, the database of
Stationmasters, 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. DUTIES OF 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 name 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 corporation as may be
directed by the Board of Directors, taking proper vouchers for such disbursements. 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
therefor. 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 of the corporation, or by these Bylaws, or which may
be assigned to him or her from time to time by the Board of Directors.
SECTION 10. COMPENSATION The salaries of the Officers, if
any, shall be fixed from time to time by resolution of the Board of Directors. 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.
ARTICLE 6 STATIONMASTERS
SECTION 1. DESIGNATION OF STATIONMASTERS The corporation may
utilize the services of certain volunteers interested in participating in Basenji rescue
and transport. These individuals will be known as "Stationmasters."
Stationmasters are not Members of the Corporation and have no voting rights or other
obligations to the Corporation. Similarly, Stationmasters are not responsible to pay any
dues to the Corporation, although they may donate money to assist in the purposes of the
Corporation. A person may become a Stationmaster on the approval of the President and at
that time, their name, address and phone number will be added to the BRAT Stationmaster
Database. Stationmasters are eligible to participate in the BRAT-L E-mail list and may
assist in basenji rescue and transport as needed, including signing the form BRAT adoption
contract. Provided, however, that the President must approve (1) any expenditure made by a
Stationmaster on behalf of the Corporation; or (2) any placement or transport activity
undertaken by a Stationmaster on behalf of the Corporation, including execution of the
BRAT adoption contract. Each year, and as needed, the Board shall adopt a Resolution
approving the current list of BRAT Stationmasters, however, new Stationmasters can be
added to the Database between Board resolutions. Stationmasters will be considered
"volunteers" as defined by Section 84.004 of the Texas Civil Practices and
Remedies Code to the extent they are acting in good faith and in the course and scope of
their duties or functions within the Corporation.
SECTION 2. REMOVAL AND RESIGNATION Any Stationmaster may be
removed, either with or without cause, by the President, at any time. Any Stationmaster
may resign at any time by giving written notice to the Board of Directors or to the
President or Secretary of the corporation. Any such resignation shall take effect at the
date of receipt of such notice.
ARTICLE 7 COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE The Board of Directors may, by
a majority vote of its members, designate an Executive Committee consisting of two board
members and may delegate to such committee the powers and authority of the board in the
management of the business and affairs of the corporation, to the extent permitted, and
except as may otherwise be provided, by provisions of law. By a majority vote of its
members, the board may at any time revoke or modify any or all of the Executive Committee
authority so delegated, increase or decrease but not below two (2) the number of the
members of the Executive Committee, and fill vacancies on the Executive Committee from the
members of the board. The Executive Committee shall keep regular minutes of its
proceedings, cause them to be filed with the corporate records, and report the same to the
board from time to time as the board may require.
SECTION 2. OTHER COMMITTEES The corporation shall have such
other committees as may from time to time be designated by resolution of the Board of
Directors. These committees may consist of persons who are not also members of the board
and shall act in an advisory capacity to the board.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES Meetings and
action of committees shall be governed by, noticed, held and taken in accordance with the
provisions of these Bylaws concerning meetings of the Board of Directors, with such
changes in the context of such Bylaw provisions as are necessary to substitute the
committee and its members for the Board of Directors and its members, except that the time
for regular and special meetings of committees may be fixed by resolution of the Board of
Directors or by the committee. The Board of Directors may also adopt rules and regulations
pertaining to the conduct of meetings of committees to the extent that such rules and
regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE 8 EXECUTION OF INSTRUMENTS, DEPOSITS AND
FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS The Board of Directors,
except as otherwise provided in these Bylaws, may by resolution authorize any Officer or
agent of the corporation to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the corporation, and such authority may be general or
confined to specific instances. Unless so authorized, no Officer, agent, or employee shall
have any power or authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES Except as otherwise specifically
determined by resolution of the Board of Directors, or as otherwise required by law,
checks, drafts, promissory notes, orders for the payment of money, and other evidence of
indebtedness of the corporation shall be signed by the Treasurer and countersigned by the
President of the corporation.
SECTION 3. DEPOSITS All funds of the corporation shall be
deposited from time to time to the credit of the corporation in such banks, trust
companies, or other depositories as the Board of Directors may select.
SECTION 4. GIFTS The Board of Directors may accept on behalf
of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes
of this corporation.
ARTICLE 9 CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS The corporation
shall keep at its principal office: (a) Minutes of all meetings of directors, committees
of the board and, if this corporation has members, of all meetings of members, indicating
the time and place of holding such meetings, whether regular or special, how called, the
notice given, and the names of those present and the proceedings thereof; (b) Adequate and
correct books and records of account, including accounts of its properties and business
transactions and accounts of its assets, liabilities, receipts, disbursements, gains and
losses; (c) A copy of the corporation's Articles of Incorporation and Bylaws as amended to
date, which shall be open to inspection by the members, if any, of the corporation at all
reasonable times during office hours.
SECTION 2. CORPORATE SEAL The Board of Directors may adopt,
use, and at will alter, a corporate seal. Such seal shall be kept at the principal office
of the corporation. Failure to affix the seal to corporate instruments, however, shall not
affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS Every Director shall
have the absolute right at any reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties of the corporation and
shall have such other rights to inspect the books, records and properties of this
corporation as may be required under the Articles of Incorporation, other provisions of
these Bylaws, and provisions of law.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS Any inspection
under the provisions of this Article may be made in person or by agent or attorney and the
right to inspection shall include the right to copy and make extracts.
SECTION 5. PERIODIC REPORT The board shall cause any annual
or periodic report required under law to be prepared and delivered to an office of this
state to be so prepared and delivered within the time limits set by law.
ARTICLE 10 IRC 501(C)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES No substantial part of
the activities of this corporation shall be the carrying on of propaganda, or otherwise
attempting to influence legislation [except as otherwise provided by Section 501(h) of the
Internal Revenue Code], and this corporation shall not participate in, or intervene in
(including the publishing or distribution of statements), any political campaign on behalf
of, or in opposition to, any candidate for public office. Notwithstanding any other
provisions of these Bylaws, this corporation shall not carry on any activities not
permitted to be carried on (a) by a corporation exempt from federal income tax under
Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to
which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT No part of
the net earnings of this corporation shall inure to the benefit of, or be distributable
to, its members, directors or trustees, Officers, or other private persons, except that
the 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 remaining after payment, or provision for payment, of all
debts and liabilities of this corporation shall be distributed for one or more exempt
purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be
distributed to the federal government, or to a state or local government, for a public
purpose. Such distribution shall be made in accordance with all applicable provisions of
the laws of this state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which this corporation is a private foundation as described in
Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its
income for said period at such time and manner as not to subject it to tax under Section
4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as
defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess
business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not
make any investments in such manner as to subject the corporation to tax under Section
4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as
defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE 11 AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT Subject to the power of the members, if
any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and
except as may otherwise be specified under provisions of law, these Bylaws, or any of
them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board
of Directors.
ARTICLE 12 CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these
Bylaws and the Articles of Incorporation of this corporation, the provisions of the
Articles of Incorporation shall govern. Should any of the provisions or portions of these
Bylaws be held unenforceable or invalid for any reason, the remaining provisions and
portions of these Bylaws shall be unaffected by such holding. All references in these
Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation,
Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate
Charter, or other founding document of this corporation filed with an office of this state
and used to establish the legal existence of this corporation. All references in these
Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of
the Internal Revenue Code of 1986 as amended from time to time, or to corresponding
provisions of any future federal tax code.
ADOPTION OF BYLAWS We, the undersigned, are all of the
initial directors of this corporation, and we consent to, and hereby do, adopt the
foregoing Bylaws, as the Bylaws of this corporation. Dated: February, 14, 1999.
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