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The Distressed Equine Foundation
is a pending legal not for profit organization.
The articles of incorporation and charitable trust declarations are available
upon request.
ARTICLE ONE
OFFICE AND MAILING ADDRESS
The principal office of the organization shall be located at 169 Tucker
Hill Road Town of Locke in Cayuga County of New York State. The mailing
address is Distressed Equine Foundation, PO BOX 38, and McLean NY 13102.
The board of directors shall have the power and authority to establish
and maintain branch or subordinate offices at any other locations.
ARTICLE TWO
MEMBERS AND MEETINGS
Annual Meeting
The annual meeting of all members shall be held on the fifteenth day in
the month of January in each year, beginning with the year 2007, for the
purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual meeting
shall be a legal holiday in the State of New York, such meeting shall
be held on the next succeeding business day. If the election of directors
is not held on the day designated herein for any annual meeting of all
members, or at any adjournment thereof, the board of directors shall cause
the election to be held at a special meeting of all members as soon thereafter
as is convenient.
Special Meetings
Special meetings of all members, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the executive director or by the
board of directors, and shall be called by the executive director at the
request of the holders of not less than 25% of all members of the organization
entitled to vote at the meeting.
Place of Meeting
The board of directors may designate any place within the State of New
York, as the place of meeting for any annual meeting or for any special
meeting called by the board of directors. A waiver of notice signed by
all members entitled to vote at a meeting may designate any place, either
within or without the State of New York, as the place for the holding
of such meeting. If no designation is made, or if a special meeting is
otherwise called, the place of meeting shall be the principal office of
the organization in the City of Locke, NY.
Notice of Meeting
Written, printed or emailed notice stating the place, day, and hour of
the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than 1 day
nor more than 30 days before the date of the meeting, either personally
or by mail, by or at the direction of the executive director, or the secretary,
or the officer or persons calling the meeting, to each board member of
record entitled to vote at such meeting as well as members at large. Lack
of such notice shall not affect the legality of any meeting otherwise
properly called and noticed.
Quorum
A majority of the members of the organization entitled to vote, represented
in person or by proxy, shall constitute a quorum at a meeting of all members.
If less than a majority of such members are represented at a meeting,
a majority of members so represented may adjourn the meeting from time
to time without further notice. At such adjourned meeting at which a quorum
is present or represented, any business may be transacted that might have
been transacted at the meeting as originally notified. The members present
at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough members to leave less than a
quorum.
Proxies
At all meetings of members, a board member may vote by proxy executed
in writing by the member. Such proxy shall be filed with the secretary
of the organization before or at the time of the meeting. No proxy shall
be valid after two months from the date of its execution unless otherwise
provided in the proxy.
Voting of Members
Subject to the provisions of any applicable law each member entitled to
vote shall be entitled to one vote on each matter submitted to a vote
at a meeting of members
ARTICLE THREE
BOARD OF DIRECTORS AND OFFICERS
General Powers
Its board of directors and officers shall manage the business and affairs
of the organization.
Number, Tenure, and Qualifications
The number of directors of the organization shall be 11. Directors shall
be elected at the annual meeting of members, and the term of office of
each director shall be until the next annual meeting of members and the
election and qualification of his or her successor. Directors need not
be residents of the State of New York.
Regular Meetings
A regular meeting of the board of directors shall be held without notice
other than this bylaw immediately after and at the same place as the annual
meeting of members. The board of directors may provide, by resolution,
the time and place for holding additional regular meetings without other
notice than such resolution. Additional regular meetings shall be held
at the principal office of the corporation in the absence of any designation
in the resolution.
Special Meetings
Special meetings of the board of directors may be called by or at the
request of the executive director or any two board of director members,
and shall be held at the principal office of the corporation or at such
other place as the directors may determine.
Notice
Notice of any special meeting shall be given at least one day before the
time fixed for the meeting, by written notice delivered personally by
phone or e-mailed to each director. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting
of the board of directors need be specified in the notice or waiver of
notice of such meeting.
Quorum
A majority of the number of directors fixed by these bylaws shall constitute
a quorum for the transaction of business at any meeting of the board of
directors, but if less than such majority is present at a meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice.
Board Decisions
The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the board of directors.
Vacancies
Any vacancy occurring in the board of directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum
of the board of directors. A director elected to fill a vacancy shall
be elected for the unexpired term of his or her predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors shall be filled by election at an annual meeting or at a special
meeting of members called for that purpose.
Compensation
By resolution of the board of directors, the directors may be NOT be paid
or reimbursed for their expenses to attend meetings nor compensated for
participating on the board of directors. This shall not preclude any director
from serving the organization in any other capacity and receiving compensation
therefor.
Presumption of Assent
A director of the corporation who is present at a meeting of the board
of directors at which action on any business matter is taken shall be
presumed to have assented to the action taken unless his or her dissent
shall be entered in the minutes of the meeting or unless he or she shall
file his or her written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the secretary of the organization
immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a director who voted in favor of such action.
ARTICLE FOUR
OFFICERS
Number
The officers of the board of directors shall be an executive director,
an assistant director, a secretary, a financial officer and a parliamentarian
each of whom shall be elected by the board of directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed
by the board of directors. Any two or more offices may be held by the
same person, except the offices of executive director and secretary.
Election and Term of Office
The officers of the corporation to be elected by the board of directors
shall be elected annually at the first meeting of the board of directors
held after each annual meeting of the members. If the election of officers
is not held at such meeting, such election shall be held as soon thereafter
as is convenient. Each officer shall hold office until his or her successor
has been duly elected and qualifies or until his or her death or until
he or she resigns or is removed in the manner hereinafter provided.
Removal
Any officer or agent elected or appointed by the board of directors may
be removed by the board of directors whenever in its judgment the best
interests of the organization would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person
so removed.
Vacancies
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.
Powers and duties
The powers and duties of the several officers shall be as provided from
time to time by resolution or other directive of the board of directors.
In the absence of such provisions, the respective officers shall have
the powers and shall discharge the duties customarily and usually held
and performed by like officers of organizations similar in organization
and business purposes to this organization.
ARTICLE FIVE
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Contracts
The board of directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the organization, and such authority may
be general or confined to specific instances.
Loans
No loans shall be contracted on behalf of the organization and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution
of the board of directors. Such authority may be general or confined to
specific instances.
Checks, Drafts, or Orders
All checks, drafts, or other orders for the payment of money, notes, or
other evidences of indebtedness issued in the name of the organization
shall be signed by such officer or officers, agent or agents of the organization
and in such manner as shall from time to time be determined by resolution
of the board of directors.
Deposits
All funds of the organization not otherwise employed shall be deposited
from time to time to the credit of the organization in such banks, trust
companies, or other depositaries as the board of directors may select.
ARTICLE SIX
FISCAL YEAR
The fiscal year of the corporation shall be the first day of January of
each year and end at midnight on the 31st day of December of that year.
ARTICLE SEVEN
WAIVER OF NOTICE
Whenever any notice is required to be given to any member or director
of the organization under the provisions of these bylaws or under the
provisions of law, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE EIGHT
AMENDMENTS
These bylaws may be altered, amended, or repealed and new bylaws may be
adopted by the board of directors at any regular or special meeting of
the board; provided, however, that the number of directors shall not be
increased or decreased nor shall the provisions of Article Two, concerning
the members be substantially altered. Changes in and additions to the
bylaws by the board of directors shall be reported to the members at their
next regular meeting and shall be subject to the approval or disapproval
of the members at such meeting. If no action is then taken by the members
on a change in or addition to the bylaws, such change or addition shall
be deemed to be fully approved and ratified by the members
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