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FLR Bylaws


Article I.   Name of Organization

The name of this organization is Fierce Love Rescue. This organization shall be referred to as the Organization and shall be governed by Virginia Laws regarding nonprofit organizations.

Article II.     Corporate Purposes and Powers


Section 2.1.    Nonprofit Purpose 

Fierce Love Rescue is a nonprofit organization and shall be operated exclusively for educational and charitable purposes within the meaning of the section 501(c)(3) of the Internal Revenue Code or any future Federal tax code.  

The Organization’s purpose is two-fold:  to provide relief and aid to all animal species, and to raise social awareness through education.  Fierce Love Rescue aids animals by fostering and providing veterinary care, and placing each animal in its “forever,” adoptive home.  Fierce Love Rescue raises social awareness by developing educational materials and giving presentations about various animal species in schools, libraries, and other public and private venues.  Additionally, Fierce Love Rescue uses social media and the Organization’s website to provide facts, statistics, and other information related to ongoing efforts to help the animal population.  

Fierce Love Rescue’s programs include developing a network amongst organizations such as shelters, veterinary clinics, animal rescue groups, and sanctuaries.  The Organization will provide an extensive range of opportunities for volunteer involvement.  To maximize our impact we may seek to collaborate with other nonprofit organizations which fall under 501(c)(3) of the Internal Revenue Code and are operated for charitable purposes. 

Section 2.2.    Specific Purpose

The specific objectives of the Organization are to save and improve the lives of all species through a unique balance of both adoption and education. Specifically,

  1. To be truly “animal forward.”
  2. To improve the lives of animals.
  3. To cultivate a better understanding of a broad range of species by developing educational materials and programs.
  4. To foster respect for all animals.
  5. To nurture a positive change in which adults and children work together to improve the welfare of every species.
  6. To earn a reputation for dependability, leadership, and effectiveness.
  7. To be transparent in all our activities and relationships.
  8. To place animals in need of adoption in appropriate and approved homes.

Section 2.2.    Powers

Fierce Love Rescue shall have the power to perform any lawful act which will contribute to the organization’s charitable purposes or assist other organizations and individuals who also strive to provide relief to animals. The Organization may accept contributions and donations from public and private sectors.

Section 2.3.    Exempt Activities Limitation

Activities Limitation

No director, officer, volunteer, member, or other representative of Fierce Love Rescue shall take any action or perform any activity on behalf of Fierce Love Rescue not permitted to be taken or performed by an organization exempt under Section 501(c)(3) of the Internal Revenue Code.

Dissolution

Upon termination or dissolution of Fierce Love Rescue:

  1. All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore.
  2. All remaining assets not requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed to one or more qualifying organizations under Section 501(c)(3) with a similar purpose to the organization’s, as determined by the Board of Directors.
 

Article III.    Membership


Section 3.1.    No Voting Members

The organization shall have no members with the right to vote or title any of Fierce Love Rescue’s property.

Section 3.2.    Non-Voting Affiliate Classes

The Organization will not have General Memberships at this time. However, the Board of Directors can change this decision in the future at any board meeting, with an appropriate quorum and notice.

The Board of Directors may approve specific classes of non-voting affiliates with certain rights, privileges, and obligations established by the board. Affiliates may be individuals, businesses, and other organizations that want to support the mission of the Organization. At no time will the affiliate’s information be shared with or sold to other organizations or groups without the affiliate’s consent. The Board of Directors has the discretion to endorse, recognize, and provide media coverage at events and activities, on social media, and on the Organization’s website. Affiliates have no voting rights and are not members of the Organization.

Section 3.3.    Financial Supporters

The Organization will have financial supporters henceforth referred to as “Donor.” Donors do not have any right to vote as directed by the Board of Directors and these Bylaws.

Section 3.4.    Volunteers

The Organization will have volunteers henceforth referred to “Volunteer.” Volunteers do not have any right to vote as directed by the Board of Directors. Volunteers will be required to complete a “Volunteer Application,” “Release of Liability” statement, and a “Non-Disclosure Agreement,” and are subject to approval by a Board Member or Organization officer (depending on the Volunteer’s role). Volunteers will be required to comply with the Organization’s policies and procedures. Volunteers accepted to the Organization are permitted to participate in the activities of the Organization. Volunteers have the right to financially support the Organization.

Section 3.5.    Fosters

The Organization will have foster parents/homes henceforth referred to “Foster.” Fosters do not have any right to vote as directed by the Board of Directors. Any person desiring to provide an active foster home for animals awaiting adoption will be required to complete a “Volunteer Application,” “Release of Liability” statement, and a “Non-Disclosure Agreement,” and are subject to approval by a Board Member or Organization officer. Fosters accepted in the Organization are permitted to participate in the activities of the Organization. Fosters have the right to financially support the Organization.

Section 3.6.    Capital Stock

The Organization shall have no capital stock.

Section 3.7.    Dues

Any dues for affiliates shall be determined by the Board of Directors.

Article IV.    Board of Directors

Section 4.1.    Number of Directors

The Organization shall have a Board of Directors consisting of at least five and no more than nine members. The number of board members shall always be an odd number to avoid having hung board decisions. By amending these Bylaws, the Board of Directors may increase the number of directors, but shall never have less than five or more than nine directors. No decrease in the number of directors shall shorten the term of office of any incumbent director. Members of the Board of Directors shall serve until written resignation.

The initial Board will be appointed by the two Founders of Fierce Love Rescue. After these initial appointments to fill the vacancies on the Board, there will be a nominating committee consisting of three board members. Filling vacancies, adding additional board members, modifying the terms of board members, and handling the resignation of a board member shall require a unanimous vote of the current board members.

The initial Board of Directors shall consist of the Executive Director, Assistant Executive Director, Medical Director, Marketing Director, and Administrative Director. Each member of the Board of Directors shall be required to complete a he “Non-Disclosure Agreement.”

Section 4.2.    Powers and Duties

Powers

All corporate powers shall be exercised by or under the authority of the board. All business affairs, activities, and property of the Organization shall be managed, directed, governed, and controlled under the direction of the board unless otherwise provided by law. The Board of Directors shall have all the power and duties necessary, appropriate, or convenient for the administration of the affairs of the Organization and may do and perform all acts as are not prohibited by law, the Articles of Incorporation, or these Bylaws.

Duties

The duties of the Board of Directors shall include, but not be limited to:

  1. Establishing and reviewing board policies and procedures governing the Organization and its operations.
  2. Ensuring adequate resources for the operation of the Organization. Identifying, cultivating, soliciting and acknowledging donors.
  3. Establishing and supervising adequate accounting and financial procedures.
  4. Promoting the goals and purposes of the Organization and evaluating the Organization against such goals and purposes – this evaluation to occur at the last meeting of the Board in each calendar year.

The Board of Directors is not empowered to perform any activity on behalf of the Organization not permitted to be carried out by an organization exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.

Section 4.3.    Terms

The Organization will not impose term limits on members of the Board of Directors. The board may at any time vote to impose term limits on current and future members of the board.

Section 4.4.     Qualifications

All directors must be at least twenty-one (21) years of age. Directors do not need to be residents of the State of Virginia. A director must demonstrate an interest in the purposes and activities of the Organization and must be interested in donating his or her time, advice, skill, energy and support in furtherance of the Organization and its purposes and activities.

Section 4.5.     Resignation – Removal – Vacancies – Increases

Resignation

Any director may resign at any time by giving written notice to the Executive Director of the Board, who shall announce the resignation to the full Board of Directors at the next regular meeting. If the Executive Director resigns, notice will be given to the Assistant Executive Director who shall announce the resignation to the full Board of Directors at the next regular meeting. Such resignation shall take effect at the time specified therein, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Removal

A director may be removed by a majority vote of the Board of Directors currently in office if:

  1. The director is absent and unexcused from two or more meetings of the board in a twelve-month period. The Executive Director is empowered to excuse the director from attendance for a reason deemed adequate by the Executive Director. The Executive Director shall not have the power to excuse him/herself from board meeting attendance. In that case, the Assistant Executive Director shall excuse the Executive Director.
  2. For cause (or no cause) if before the meeting of the board at which a vote on removal of the director will be made, the director in question is given
    1. Electronic or written notification of the board’s intention to discuss his/her case,
    2. The opportunity to prepare his/her case, and
    3. To be heard at the meeting of the board.

Vacancies

Any vacancy occurring on the Board of Directors by reason of resignation, removal, death or otherwise shall be filled by the affirmative vote of a majority of the remaining member of the Board of Directors, even if less than a quorum.

Increase in Directors

The Board of Directors may vote to increase the number of members on the Board of Directors as provided for in the bylaws. Any directorship to be filled by reason of an increase in the number of directors shall be filled by vote of the Board of Directors. Any such director elected shall hold office from the date of election until resignation or removal.

Section 4.6.    Board of Directors Meetings

Regular Meetings

The Board of Directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board (typically one board meeting per quarter). Additional meetings may be held as the need arises. Meeting notices shall specify the place, date, start time, and expected duration of the meeting. The purpose of the meeting need not be specified.

Special Meetings

A special meeting of the board may be called by the Executive Director, Assistant Executive Director, or any other two members of the board. Special meeting notices shall specify the place, date, start time, and expected duration of the meeting.   The purpose of the meeting need not be specified.

Section 4.7.    Manner of Acting

Quorum

A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting. For the Organization’s initial board of directors consisting of five members, a quorum shall consist of at least three (3) members of the board. If the board increases in size, a quorum will be defined as two-thirds of the total membership. For critical, operational issues all board members are needed. Meetings can be held when a quorum is not present, but official business cannot be transacted.

Voting During a Board Meeting

A unanimous vote when all board members are present is required to pass/enact solutions for critical issues such as policy modifications, new procedures, and filling roles that report directly to a director. All non-critical issues shall be decided by a simple majority of those present at the meeting in which the vote takes place.

Voting Outside of a Board Meeting

The Board of Directors may approve voting outside of a board meeting. The same rules apply to passing/enacting solution for critical issues and non-critical issues: a unanimous vote is required for critical issues and a majority vote is required for non-critical issues. Voting outside of a board meeting can be accomplished by electronic means (as of the date of these Bylaws, the electronic technology being used for board communications is Discord).

Participation

Except as required otherwise by law, the Articles of Incorporation or these Bylaws, directors may participate in regular or special meetings of the board through the use of any means of communication by which all directors participating may hear each other during the meeting. These means include, face-to-face meetings, internet video conferencing, and telephone conferencing.

Section 4.8.    Compensation for Board Service

Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. These expenses include travel expenses to attend board meetings, to care for animals (e.g., vaccinate kittens), and other expenses related to activities deemed appropriate by the board. Travel expenses include hotels, food, and gas (where mileage is the current standard rate as defined by the Internal Revenue Service).

Section 4.9.    Compensation for Professional Services by Directors

Directors are not restricted from being remunerated for professional services provided to the Organization. Such remuneration shall be reasonable and fair to the Organization and must be reviewed and approved in accordance with the Organization’s Conflict of Interest Policy and federal and state law.

Article V.    Committees

The Organization may have committees designated by a majority vote of the Board of Directors. These committees may consist of two or more directors as well as persons who are not members of the Board. The committees serve at the invitation of the board and shall act in an advisory capacity to the Board.

The Organization’s committees may make recommendations to the board, including:

  1. Potential actions requiring either a majority or unanimous vote to pass/enact.
  2. Potential replacements for vacancies on the board, or new, additional members of the board.
  3. Modifications to the existing Bylaws or the addition of new Bylaws.
  4. Amending or repealing any resolution passed by the board.
  5. The appointment of committee members and the creation of new committees.
 

Article V.    Committees

The Organization may have committees designated by a majority vote of the Board of Directors. These committees may consist of two or more directors as well as persons who are not members of the Board. The committees serve at the invitation of the board and shall act in an advisory capacity to the Board.

Article VI. Officers

Section 6.1   Board Officers

The Board Officers of the Organization shall be the Executive Director, Assistant Executive Director, Medical Director, Marketing Director, and Administrative Director. Each board officer shall have the authority, and shall perform the duties set forth in these Bylaws. One board member may hold two or more offices, but no board member may act in more than one capacity where action of two or more officers is required.

Board – Executive Director

The Executive Director will be the chief volunteer officer of the Organization. The Executive Director shall lead the Board of Directors in performing its duties and responsibilities including, if present, presiding at all meetings of the board.

Board – Assistant Executive Director

In the absence or disability of the Executive Director, the Assistant Executive Director shall perform the duties of the Executive Director. When so acting, the Assistant Executive Director shall have all the powers of, and be subject to, the restrictions on the Executive Director.

Section 6.2   Term of Office

The Board of Directors will not impose term limits on Organization officers.

Section 6.3   Removal and Resignation

The Board of Directors may remove an officer at any time with or without cause. Any officer may resign by giving written notice to the Organization. Any resignation will take effect on the date of receipt of the notification or on a date specified in the notice. Acceptance of the resignation is not necessary to make it effective.

Section 6.4   Non-Director Officers

The Board of Directors may appoint additional officers as it deems appropriate who shall have such authority and shall perform such duties as the Board of Directors determine.

Treasurer

The treasurer shall be the lead officer for oversight of the financial condition of the Organization. The treasurer shall report to the Assistant Executive Director. The treasurer will see that financial reports are made to the board of directors on a timely basis.

Secretary

The secretary shall keep to be kept a book of minutes of all meetings and actions of the directors and committees. The minutes of each meeting shall state the date, time, attendees, and the place at which the meeting was held and other information that determines each action that was taken.

Article VII.    Terms of Indemnification

Section 7.1.    Indemnification

The Organization may, to the fullest extent, now or hereafter permitted by law, indemnify any person made or threatened to be made, a party of any action, suit or proceeding by reason of the fact that he/she (or person of he/she is the legal or personal representative of heir or legatee) is or was an officer, employee, associate, contributor, or any other agent of the Organization, or of any other organization served by him/her in any capacity at the request of the Organization, against judgements, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees.

Section 7.2.    Insurance

The Organization may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Organization would have the power or obligation to indemnify such person against such liability under this Article.

Article VIII.    Books and Records

The Organization shall keep correct and complete books and records of accounts and shall also keep minutes of proceedings of its Board of Directors and of committees having any of the authority of the Board of Directors. All books and records of the Organization may be inspected by any director, or his or her agent or attorney for any proper purpose at any reasonable time. The Organization shall keep a copy of the Articles of Incorporation and Bylaws as amended to date.

Article IX. Fiscal Year

The fiscal year of the Organization shall be from January 1 to December 31 of each year.

Article X.    Conflict of Interest

The board shall adopt and periodically review a Conflict of Interest Policy to protect the Organization’s interest when considering any transaction or arrangement that may benefit any director, officer, affiliate, or committee member.

Article XI.    Nondiscrimination Policy

The directors, officers, affiliates, committee members, and persons served by the Organization shall be selected entirely on a nondiscriminatory basis with respect to age, gender, race, religion, national origin, and sexual orientation.

Article XII.    Bylaws Amendment

These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted at any regular meeting or at any special meeting of the Board of Directors by affirmative vote of at least two-thirds of all the directors then in office, if at least seven days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting. These Bylaws may not be altered in such a way that:

  1. The amendment could cause the Organization to cease to qualify under Section 501(c)(3) of the Internal Revenue Code.
  2. The amendment would alter the voting rights of directors. An amendment that does affect the voting rights of directors requires a unanimous vote at a Board of Directors meeting.
  3. The amendment is not consistent with the Articles of Incorporation.
 

Article XIII.    Document/File Retention

Section 13.1.    Corporate Documents

Corporate records include the Articles of Incorporation, Bylaws, and Application for Exemption. Corporate records should be retained permanently.

Section 13.2.    Tax Records

Tax records include, but are not limited to, documents related to expenses, proof of contributions made by Donors, accounting procedures, and other documents related to the Organization’s revenue. Tax records should be kept for seven (7) from the date of filing the return.

Section 13.3.    Board and Board Committee Materials

Meeting minutes should be retained permanently. A clean copy of all other Board and Committee materials should be kept for seven (7) years.

Section 13.4.    Press Releases

The Organization should retain permanent copies of all press releases and publicly filed documents to test the accuracy of any document the public may produce to against the Organization.

Section 13.5.    Marketing and Sales Documents

The Organization should retain final copies of all marketing and sales documents for seven (7) years.

Section 13.6.    Banking and Accounting

Accounts payable ledgers should be kept for seven (7) years. Bank statements, deposit slips, and checks should be kept for seven (7) years. Inventories of products, supplies, and materials, and invoices should be kept for seven (7) years.

Section 13.7.    Insurance

Expired insurance policies, insurance records, accident reports, and claims should be kept permanently.

Section 13.8.    Audit Records

External audit reports should be kept permanently. Internal audit reports should be kept for seven (7) years.

Article XIV.    Transparency and Accountability

Section 14.1.    Purpose

By making accurate information about the Organization’s Mission, Philosophy, Bylaws, and policies available to the public, Fierce Love Rescue practices and encourages transparency and accountability to the public.

Section 14.2.    Disclosure

The Organization will make statements, positions, and policies available to public on the Organization’s website. These documents currently include the Mission, Philosophy, Bylaws, Intake Policy, Conflict of Interest Policy, Code of Ethics, Fundraising Policy, Privacy Policy, Transparency Policy, and Whistleblower Policy. Financial summary statements, IRS form 1023 exemption application, IRS form 990 and 990T, and audited financial statements shall also be posted on the website.

Section 14.3.    Volunteer Records

  1. All volunteer records shall be made available to the volunteer or his/her legal representative.
  2. No volunteer records shall be made available to anyone outside the Organization except authorized government and legal agencies.
  3. Within the Organization, volunteer records shall only be made available to those persons with managerial responsibilities or to the Board of Directors.

Section 14.4.    Donor Records

  1. All donor records shall be made available to the donor or his/her legal representative.
  2. No donor records shall be made available to anyone outside the Organization except authorized government agencies.
  3. Within the Organization, donor records shall only be made available to those persons responsible for dealing with the donors or to the Board of Directors.

Adoption of Bylaws

We, the undersigned, are all the initial Directors or Incorporator of the Organization, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the 10 preceding pages, as the Bylaws for Fierce Love Rescue ADOPTED AND APPROVED by the Board of Directors on this 13th day of January, 2019.

Jennifer Yanavitch, Executive Director

Rachel Johnson, Assistant Executive Director

Cassie Dikeman, Medical Director

Rachel Olivieri, Marketing Director

Susan Keenan, Administrative Director