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By Laws

BYLAWS of FRIENDS OF THE BAY VILLAGE ANIMAL KENNEL INC.


An Ohio Nonprofit Corporation
Ohio Charter/Registration No. 2025721
Adopted June 3, 2011

ARTICLE 1: NAME
Section 1. The name of this organization shall be FRIENDS OF THE BAY VILLAGE
ANIMAL KENNEL INC. (also referred to in these bylaws as the
“Organization”) under the laws of the state of Ohio; this name shall be
used as the name of the organization for all corporate matters.

ARTICLE 2: OBJECTIVE
Section 1. 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. The primary objective of this organization is the following:
1. Provide shelter to homeless animals;
2. help stop the over population of animals by means of spay or
neutering;
3. promote the importance of spaying/neutering;
4. provide necessary veterinary care and treatment the animals in our
care;
5. place homeless and rescued animals into permanent and
suitable adoptive homes; and
6. engage in other activities related to animal rescue in our community.

Section 3. To meet the objectives of this organization it shall:
1. Raise money for its operation through appropriate fund raising and
donations;
2. Educate and encourage spaying and neutering;
3. Increase the quality of life for unwanted and homeless animals by
caring for them and seeking suitable homes; and
4. Provide shelter for homeless dogs and cats in foster homes and/or a
kennel environment.
Section 4. This organization shall not conduct or operate for profit and no part of any
profits or remainder of residue from donations to the group shall endure to
the benefit of any members or individuals.
ARTICLE 3: OFFICES
Section 1: Principal Office
The principal office of the Organization shall be located in the City of Bay Village, County
of Cuyahoga, in the state of Ohio. Section 2: Change of Address
The designation of the county 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:
New Address:
_________________________________________________________________
______________________________________________
Dated: _______________________________________, 20________
Section 3: Other Offices
The Organization may also have offices at such other places 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 4: MEMBERSHIP
Section 1. General Membership
FRIENDS OF THE BAY VILLAGE ANIMAL KENNEL INC. will not have a General
Membership. Financial supporters will be given the title “Donator”, and volunteers will be
given the title of “Volunteers”. Both Donators and Volunteers will have no rights to vote as
directed by the Board of Directors. Volunteers accepted to the Organization are allowed to
participate in the activities of the Organization as described in Article 2. Volunteers also
have the right to financially support the Organization. The Organization shall be authorized
and empowered to pay reasonable reimbursement for services rendered for the health and
well-being of the animals.
ARTICLE 5: POWERS
Section 1: Direction of Powers
The general powers of the Organization will be exercised, its property controlled, and its
business and affairs conducted by or under the direction of the Board of Directors
(hereinafter referred to as the Board). The Board may act only by a simple majority vote of
all of the Directors of the Board in the matters declared above; as well as in all other
matters, including all rules and regulations governing the action of the Board, and shall
have full authority with respect to the distribution and payment of the monies received by
the Organization from time to time; provided, however that the fundamental and basic
purposes of the Organization, as expressed in the articles of incorporation, shall not
thereby be amended or changed.
Section 2: Private Inurement
No part of the net earnings of the Organization shall inure to the benefit of, or be
distributed to, its members, directors or trustees, officers, or other private persons, except
that the Organization shall be authorized and empowered to pay reasonable compensation and reimbursements for actual and necessary expenses to further improve the health and
well being of the animals, and to make payments and distributions in furtherance of the
purposes set forth in Article 2.
Section 3: Discrimination
The Organization shall not apply its standards, policies, procedures, or practices
inequitably or single out any particular party for disparate treatment unless justified by
substantial and reasonable cause. The Organization shall not discriminate against any
reasonable application for a Volunteer for their race, religion, creed, marital status, or
sexual preference.
ARTICLE 6: STRUCTURE OF THE BOARD OF DIRECTORS
Section 1: Board Role, Size, Qualifications, Compensation
The Board is responsible for overall policy and direction of the Organization. The Board
shall also delegate responsibility for day-to-day operations to the Volunteers. The Board
shall have up to nine (9) directors and not fewer than three (3) directors and collectively
they shall be known as the Board of Directors. Directors shall be of the age of majority in
this state. The Board shall receive no salary for their services as directors; however, the
Board may authorize the reimbursement of actual and necessary reasonable expenses
incurred by directors performing duties as Directors of the Board, as well as necessary
reasonable expenses to further improve the health and well being of the animals.

Section 2: Elections, Terms
The initial Directors shall be persons named in the Article of Incorporation. Directors shall
continue in the office until his or her death, resignation, or removal. Any Director may be
removed, with or without cause, by a majority vote by the Board. Nominations for new
Directors may be received by the Secretary at any time. These nominations shall be sent
out to the Board with a meeting announcement, to be voted upon at the next meeting.
Each Director shall hold office for a period of one-year and until his or her successor is
elected and qualifies. Directors are eligible for re-election. There shall be no limit on the
number of terms served.
Section 3: Directors of the Board, Duties
The Directors of the Board shall include a President, a Secretary, and a Treasurer elected
by the Board of Directors on a yearly basis. Directors shall, unless otherwise provided by
the Board, have such powers and duties as generally pertain to their respective office.
Directors shall have the right to act in such ways to reasonably serve the best interests of
the Organization and not as representatives of their employers, or any other organizations
or constituencies. Their duties are as follows:
The President shall be the Chief Executive Officer (CEO) of FRIENDS
OF THE BAY VILLAGE ANIMAL KENNEL INC. and shall have general
supervision over the business and operations of FRIENDS OF THE BAY
VILLAGE ANIMAL KENNEL INC. subject to the control of the Board. The
President shall preside at all meetings of the Board, create agendas for
regular Board meetings and shall perform such other duties as are
incident to the office or are properly required by the Board of Directors. Except as otherwise expressly provided by law, by the articles of
incorporation, or by these bylaws, the President shall, in the name of
FRIENDS OF THE BAY VILLAGE ANIMAL KENNEL INC., execute such
deeds, mortgages, bonds, contracts, checks or other instruments which
may from time to time be authorized by the Board of Directors. In general,
the President shall perform all duties incident to the office of President and
such other duties as may be assigned by the Board.
The Secretary shall record all votes of the Board and the minutes of the
meetings of the Board in a book or books to be kept for that purpose.
Minutes of the Board should be drafted, approved by the President and
disbursed to the Board prior to the next meeting. The Secretary shall see
that the required Board meeting notices are posted and that all records
and reports are properly kept and filed by FRIENDS OF THE BAY
VILLAGE ANIMAL KENNEL INC.. In general, the Secretary shall 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 or President.
The Treasurer shall manage all financial affairs of the organization and
be responsible for all funds, properties, and securities held by the
Organization. In conjunction with the President, the Treasurer shall have
joint custody of FRIENDS OF THE BAY VILLAGE ANIMAL KENNEL INC.
funds and securities. The Treasurer shall oversee the full and accurate
accounts of receipts and disbursements in books belonging to FRIENDS
OF THE BAY VILLAGE ANIMAL KENNEL INC.. The Organization’s
books shall be open to inspection by the Board at all times. He or she
shall report at every meeting on the condition of FRIENDS OF THE BAY
VILLAGE ANIMAL KENNEL INC. finances. In general, the Treasurer shall
perform all duties incident to the office of 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 or President.
Section 4: 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. 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 5: Resignations
Any Director of the Board may resign effective upon giving written notice to the president,
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.
Section 6: Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities or other obligations of
the corporation.
Section 7: Indemnification by Corporation of Directors and Officers
The directors and officers of this corporation shall be indemnified by the corporation to the
fullest extent permissible under the laws of this state.
Section 8: 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, officer, employee, 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 7 – COMMITTEES & ADVISORS
Section 1: Committees
The Board may establish committees consisting of one or more Directors as needed. Each
standing committee shall be chaired by a Director, may consist of persons who are not
also members of the Board, and shall act in an advisory capacity to the Board. In addition
to these standing committees, an ad-hoc or temporary committee can be created as
needed by a motion of the Board. The Board has the power to change or dissolve a
committee by majority vote at any time.
Section 2: Advisors
The Board may appoint from time to time any number of persons as advisors of the
Organization. Each such advisor may be appointed to act either singly or as a committee.
Each such advisor shall hold office only during the pleasure of the Board. Advisors shall
have only such authority or obligations as the Board may determine. No advisor of the
Organization shall receive a salary for services provided to the Organization, however, the
Board shall be authorized and empowered to pay reasonable compensation for services
rendered, or reimbursement of expenditures reasonably incurred on behalf of activities for
the benefit of the Organization, and furthermore the improvement of the health, safety, and
well being of the animals.
ARTICLE 8 – MEETINGS
Section 1: Regular Meetings Regular meetings of the Board will be held on dates determined by the President. Regular
meetings of the Board of Directors shall be regularly held a minimum of at least four (4)
times a year. To the extent of practicality, regular meetings may be held in different
locations or to include Directors participating via the Internet and/or telephone. In the
absence of other designation, regular meetings will be held at the principal office of the
Organization.
Section 2: Special Meetings
Special meetings of the Board may be called by the President or by any Director. 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.
Section 3: Notice of Meetings
Board announcements shall include place, date and time of the meeting. Such notice may
be oral or written, may be given personally, by first class mail, by telephone, or electronic
mail. In the event of all regular meetings, notice must be given at least fourteen (14) days
before the meeting is to be held. In the event of a special meeting, notice must be given at
least forty-eight (48) hours before the meeting is to be held.
Section 4: Quorum
At all regular and special meetings of the Board, a quorum for conducting the business of
the Board shall consist of a majority of the Directors. 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. The
action of Directors present at a meeting at which a quorum is present shall be the acts of
the Board unless otherwise provided by the articles of incorporation, these bylaws, or
provisions of law.
Section 5: Action Without Meeting:
Actions required or permitted to be taken by the Board or a Committee of the Board may
be taken without a meeting. All of the Directors entitled to vote thereat must, individually or
collectively, consent in writing to such action. Such written consent or consents shall be
filed, with the minutes of the proceedings, to the Secretary, who in return shall notify and
file such actions to the Board. Written consent filed by the Board shall have the same force
and effect as the unanimous vote of such Directors.
Section 6: Electronic Mail, Telephone Meetings:
If permitted under applicable law, communication by electronic mail shall be considered
equivalent to any communication otherwise required to be in writing. The Organization
shall take such steps as it deems appropriate, under the circumstances, to assure itself
that communications by electronic mail are authentic. Board members shall also be
permitted to participate in meetings of the Board through telephone communication if such
can be arranged so that all Board members can hear all other members. The use of a
telephone for participation shall constitute presence in person.
Section 7: Internet Meetings: Board members shall also be permitted to hold meetings of the Board through Internet
communication if such can be arranged so that all Board members shall participate. An
Internet chat area will be used for the purpose of any/all Internet meetings. The
Organization shall take such steps as it deems appropriate, under the circumstances, to
assure itself that communications via Internet chat are authentic. The use of the Internet
for participation shall constitute as an official meeting and the Secretary shall record the
minutes of the meeting as such.
Section 8: Presumption of Assent:
Any Board member present at a Board or Committee meeting at which action on any
matter is taken shall be presumed to have assented to the action taken. He or she has the
right to dissent or abstain from any action; however it must be entered in the minutes of the
meeting. Such Director shall also be allowed to file a written dissent or abstention to such
action with the person acting as the Secretary of the meeting before the adjournment
thereof, or forward such disagreement or abstention by registered mail to the Secretary of
the Organization immediately after the adjournment of the meeting. Such right to dissent or
abstain shall not apply to any Board member who voted in favor of such action.
ARTICLE 9 – CONTRACTS, CHECKS, DEPOSITS, INVESTMENTS, LOANS AND GIFTS
Section 1: Contracts
The board of directors, except as otherwise provided in these bylaws, may by resolution
authorize any Director 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 director or
agent 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 purposed or in
any amount.

Section 2: Checks
All forms of checks, drafts, or other orders for the payment of money, acceptances, notes,
or other evidences of indebtedness, issued in the name of the Organization, will be signed
by such Director or Directors of the Board, as shall from time to time be determined by
resolution of the Board.
Section 3: Deposits
All funds of the Organization not otherwise in use will be deposited to the credit of, or in the
name of the Organization. The Board may from time to time deem any/all of the following
as desirable ways to employ such monies: banks, trust companies, investments, or other
depositories.
Section 4: Investments
The funds of the Organization may be employed in whole, or in part, to cash or be invested
or reinvested in such properties, stocks, bonds, or other such securities as the Board may
from time to time deem desirable.
Section 5: Loans
There shall be no loans made by, or to this Organization, and no evidences of indebtedness will be issued in its name unless authorized by a simple majority vote of the
Board. In the absence of a contrary Board authorization, the Executive Committee shall
assume the right, provided, however, that no loans will be made by the Organization to any
of its Directors, Officers, agents or Board members.
Section 6: Gifts
The board of directors may accept on behalf of the corporation any contribution, gift,
bequest, or devise for the nonprofit purpose of this corporation.
ARTICLE 10 – CORPORATE RECORDS & REPORTS
Section 1: Maintenance of Corporate Records
The Organization shall keep at its principal office:
a. Minutes of all meetings of directors and committees of the board
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.
Section 2: 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 3: Annual Report
The President and Treasurer shall annually present a report to the Board showing in
appropriate detail the following:
a. The assets and liabilities, including trust funds, of FRIENDS OF THE
BAY VILLAGE ANIMAL KENNEL INC. as of the end of the fiscal year.
b. The principal changes in assets and liabilities, including trust funds as
of the end of the fiscal year.
c. The revenue or receipts and expenses or disbursements of FRIENDS
OF THE BAY VILLAGE ANIMAL KENNEL INC. as of the end of the
fiscal year.
ARTICLE 11 – FISCAL YEAR
Section 1: Fiscal Year
The fiscal year of FRIENDS OF THE BAY VILLAGE ANIMAL KENNEL INC. shall begin on
the first day of January and end on the last day of December.
ARTICLE 12 – DISSOLUTION
Section 1: Dissolution The organization may be dissolved at any time by the written consent of not less than two
thirds of the Board of Directors. In the event of dissolution of the Organization, other than
for purposes of reorganization, whether voluntary or involuntary or by operation of law,
none of the property of the organization, nor any proceeds thereof, nor any assets of the
organization shall be distributed to any directors of the organization. After payment of
debts of the organization, its property and assets shall be distributed for one or more
exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, to
a charitable organization for the benefit of animals selected by the Board of Directors.
ARTICLE 13– AMENDMENTS
Section 1: Amending Bylaws
The Articles of Incorporation or Bylaws of the Organization may be altered, amended, or
repealed, and new Bylaws adopted only upon action by a simple majority vote of all
Directors of the Board, except as otherwise provided in the Articles of Incorporation, or
these Bylaws. Proposed amendments must be submitted to the Secretary to be sent out
with regular Board announcements.

ARTICLE 14– 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 the Organization shall inure to the benefit of, or be
distributed to, its members, directors or trustees, officers, or other private persons, except
that the Organization shall be authorized and empowered to pay reasonable compensation
and reimbursements for actual and necessary expenses to further improve the health and
well being of the animals, and to make payments and distributions in furtherance of the
purposes set forth in Article 2.
Section 3: Distribution of Assets
In the event of dissolution of the Organization, other than for purposes of reorganization,
whether voluntary or involuntary or by operation of law, none of the property of the
organization, nor any proceeds thereof, nor any assets of the organization shall be
distributed to any directors of the organization. After payment of debts of the organization,
its property and assets shall be distributed for one or more exempt purposes within the
meaning of Section 501(c)(3) of the Internal Revenue Code, to a charitable organization
for the benefit of animals selected by the Board of Directors.
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 15– Conflict of Interest and Compensation Approval Policies
Section 1: Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s
interest when it is contemplating entering into a transaction or arrangement that might
benefit the private interest of an officer or director of the corporation or any “disqualified
person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by
Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess
benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and
as amplified by Section 53.4958 of the IRS Regulations. 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.
Section 2: Definitions
a. Interested Person. Any director, principal officer, member of a
committee with governing board delegated powers, or any other
person who is a “disqualified person” as defined in Section 4958(f)(1)
of the Internal Revenue Code and as amplified by Section 53.4958-3
of the IRS Regulations, who has a direct or indirect financial interest,
as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has,
directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with
which the corporation has a transaction or arrangement;
2. A compensation arrangement with the corporation or
with any entity or individual with which the corporation
has a transaction or arrangement; or
3. A potential ownership or investment interest in, or
compensation arrangement with, any entity or individual
with which the corporation 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 Section
3, paragraph B, 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.
Section 3. Conflict of Interest Avoidance Procedures a. Duty 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 or arrangement.
b. Determining 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.
c. Procedures 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 corporation 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 corporation’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.
d. Violations 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 corrective action.
Section 4. Records of Board and Board Committee Proceedings
The minutes of meetings of the governing board and all committees with board delegated
powers shall contain:
a. 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. b. 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.
Section 5. Compensation Approval Policies
A voting member of the governing board who receives compensation, directly or indirectly,
from the corporation 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
corporation 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 corporation, either individually or collectively, is prohibited from
providing information to any committee regarding compensation. When approving
compensation for directors, officers and employees, contractors, and any other
compensation contract or arrangement, in addition to complying with the conflict of interest
requirements and policies contained in the preceding and following sections of this article
as well as the preceding paragraphs of this section of this article, the board or a duly
constituted compensation committee of the board shall also comply with the following
additional requirements and procedures:
a. the terms of compensation shall be approved by the board or
compensation committee prior to the first payment of compensation;
b. all members of the board or compensation committee who approve
compensation arrangements must not have a conflict of interest with
respect to the compensation arrangement as specified in IRS Regulation
Section 53.4958-6(c)(iii), which generally requires that each board
member or committee member approving a compensation arrangement
between this organization and a “disqualified person” (as defined in
Section 4958(f)(1) of the Internal Revenue Code and as amplified by
Section 53.4958-3 of the IRS Regulations):
1. is not the person who is the subject of the compensation
arrangement, or a family member of such person;
2. is not in an employment relationship subject to the
direction or control of the person who is the subject of the
compensation arrangement;
3. does not receive compensation or other payments
subject to approval by the person who is the subject of
the compensation arrangement;
4. has no material financial interest affected by the
compensation arrangement; and
5. does not approve a transaction providing economic
benefits to the person who is the subject of the
compensation arrangement, who in turn has approved or
will approve a transaction providing benefits to the board
or committee member. c. the board or compensation committee shall obtain and rely upon
appropriate data as to comparability prior to approving the terms of
compensation. Appropriate data may include the following:
1. compensation levels paid by similarly situated
organizations, both taxable and tax-exempt, for
functionally comparable positions. “Similarly situated”
organizations are those of a similar size, purpose, and
with similar resources;
2. the availability of similar services in the geographic area
of this organization;
3. current compensation surveys compiled by independent
firms;
4. actual written offers from similar institutions competing for
the services of the person who is the subject of the
compensation arrangement;
As allowed by IRS Regulation 4958-6, if this organization has average annual gross
receipts (including contributions) for its three prior tax years of less than $1 million, the
board or compensation committee will have obtained and relied upon appropriate data as
to comparability if it obtains and relies upon data on compensation paid by three
comparable organizations in the same or similar communities for similar services.
d. the terms of compensation and the basis for approving them shall be
recorded in written minutes of the meeting of the board or compensation
committee that approved the compensation. Such documentation shall
include:
1. the terms of the compensation arrangement and the date
it was approved;
2. the members of the board or compensation committee
who were present during debate on the transaction, those
who voted on it, and the votes cast by each board or
committee member;
3. the comparability data obtained and relied upon and how
the data was obtained;
4. If the board or compensation committee determines that
reasonable compensation for a specific position in this
organization or for providing services under any other
compensation arrangement with this organization is
higher or lower than the range of comparability data
obtained, the board or committee shall record in the
minutes of the meeting the basis for its determination;
5. If the board or committee makes adjustments to
comparability data due to geographic area or other
specific conditions, these adjustments and the reasons
for them shall be recorded in the minutes of the board or
committee meeting;
6. any actions taken with respect to determining if a board
or committee member had a conflict of interest with
respect to the compensation arrangement, and if so,actions taken to make sure the member with the conflict
of interest did not affect or participate in the approval of
the transaction (for example, a notation in the records
that after a finding of conflict of interest by a member, the
member with the conflict of interest was asked to, and
did, leave the meeting prior to a discussion of the
compensation arrangement and a taking of the votes to
approve the arrangement);
7. The minutes of board or committee meetings at which
compensation arrangements are approved must be
prepared before the later of the date of the next board or
committee meeting or 60 days after the final actions of
the board or committee are taken with respect to the
approval of the compensation arrangements. The
minutes must be reviewed and approved by the board
and committee as reasonable, accurate, and complete
within a reasonable period thereafter, normally prior to or
at the next board or committee meeting following final
action on the arrangement by the board or committee.
Section 6. 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:
a. has received a copy of the conflicts of interest policy;
b. has read and understands the policy;
c. has agreed to comply with the policy; and
d. understands the corporation 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.
Section 7. Periodic Reviews
To ensure the corporation 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:
a. Whether compensation arrangements and benefits are reasonable, based
on competent survey information, and the result of arm’s-length
bargaining.
b. Whether partnerships, joint ventures, and arrangements with management
organizations conform to the corporation’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.
Section 8. Use of Outside Experts When conducting the periodic reviews as provided for in Section 7, the corporation 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.
These Bylaws were approved at a meeting of the Board of Directors of FRIENDS OF THE BAY
VILLAGE ANIMAL KENNEL INC. on June 3, 2011.
/s/ Ruth M. Glasmire /s/ Janet E. Kauker
Ruth M. Glasmire, Janet E. Kauker,
Director and President Director and Treasurer
/s/ Nancy J. Brown
Nancy J. Brown,
Director and Secretary