Bylaws

1. Objectives and Purposes

This corporation is organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code, including distributions to other organizations that qualify as exempt under that code.

The specific objectives and purposes of this corporation shall be:

  • to research and document animal abuse and neglect
  • to educate the public about animal cruelty and how to prevent it
  • to campaign against cruelty to animals
  • to assist other groups and individuals working to abolish animal cruelty
  • to engage in other activities related to educating the public and preventing cruelty to animals

2. Board of Trustees

2.1 Powers

All corporate powers of this organization shall be exercised under the direction of a Board of Trustees. This board shall have final authority including but not limited to:

  • arbitrating disputes of policy
  • controlling the use of the group’s name
  • altering and amending bylaws
  • delegating authority to any agent
  • election of corporate officers such as executive director, secretary, and treasurer

2.2 Composition

This board will consist of no fewer than three trustees and will elect new Trustees by majority vote. A two-thirds majority of the full board shall be required to remove a trustee from office.

2.3 Trustees

Trustees shall:

  • strive to follow a vegan lifestyle
  • uphold the policy statement of the group
  • be of majority age in this state
  • not be a paid officer of the corporation
  • not be paid for services other than reimbursement for reasonable expenses
  • register their address, email address, and phone number with the secretary

Trustees shall not be personally liable for debts, liabilities, or other obligations of the corporation and shall be indemnified to the fullest extent permissible under state law.

Every trustee shall have the right at any reasonable time to inspect and copy all books, records, and documents of every kind and inspect the physical properties of the corporation.

2.4 Meetings

Meetings of the board shall be held in the principal office unless otherwise decided by resolution of the board. Regular meeting shall be held annually and special meetings may be called by any two trustees.

The secretary must be notified at least two weeks in advance of the time, place, and purpose of all meetings. The secretary will give all trustees at least one week notice either personally, or by first class mail, e-mail, fax or telephone. Trustees shall acknowledge email notices by email or phone.

No business shall be considered without a quorum which shall be the greater of one-third of or three of the trustees.

Meetings shall be presided over by someone chosen by the majority of trustees present. Simple majority of trustees present shall decide acts of the board. Trustees not present may submit an opinion by representative or by writing to the secretary but may not vote.

3. Offices

The principal office of the corporation is located in the State of Minnesota. The corporation may have other offices where it is qualified to do business within or without its state of incorporation. The board may change the address of the principal office within the state and such a change shall not be considered an amendment of these bylaws. The present address is:

2100 First Ave S, Suite 200 Minneapolis, MN 55404

The corporation shall keep at its principle office or at another place as the board may determine:

  • minutes of all meetings of the board and committees of the board
  • adequate and correct books and records of account of its properties, business transactions, assets, liabilities, receipts, disbursements, gains and losses
  • current copies of the corporation’s Articles of Incorporation and Bylaws

4. Legal and Tax Exemption Provisions

These Bylaws are subject to and superseded by any applicable state and federal law and the Articles of Incorporation as filed. If any portion should be invalid or unenforceable, the remainder shall be unaffected.

This corporation shall not carry on any activities not permitted by Internal Revenue Code sections 501(c)(3) or 170(c)(2). No part of this corporations net earnings shall inure to the benefit of or be distributed to trustees, officers, or other private persons except as reasonable compensation for expenses and services rendered. Upon dissolution, remaining assets after payment of all debts and liabilities shall be be redistributed to one or more exempt purposes as described in Internal Revenue Code 501(c)(3).

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:

  • shall distribute its income for said period so as not to subject it to tax under Section 4942 of that code
  • shall not engage in any act of self-dealing as defined in Section 4941(d)
  • shall not retain any excess business holdings as defined in Section 4943(c)
  • shall not make any investments that would subject the corporation to tax under Section 4944
  • shall not make any taxable expenditures as defined in Section 4945(d)

The board shall cause any annual or periodic report required by law to be prepared and distributed to an office of this state or to the members, if any, of this corporation.

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