Version: 1.1
Last Revision: December 2nd, 2023
Approved By: Elec Boothe
Article I: Name and Purpose
1.1 Name: The name of the organization shall be Florida Furry Friends Inc.
1.2 Purpose: Florida Furry Friends Inc. is a non-profit animal rescue organization dedicated to offering foster and adoption services, training, resources including food and medical care, temporary financial assistance, and emergency services such as temporary housing, rescue, and support.
Article II: Principal Office
2.1 The principal office of the organization shall be located in Jacksonville, Florida. The organization may have such other offices, either within or without the State of Florida, as the Board of Directors may determine or as the affairs of the organization may require.
Article III: Fiscal Year
3.1 The fiscal year of the organization shall begin on July 1 and end on June 30 of the following year.
Article IV: Board of Directors
4.1 Composition: The Board of Directors shall consist of a minimum of 3 members. Additional members may be appointed subject to a majority vote of the existing Board of Directors.
4.2 Meetings: The Board of Directors shall hold regular quarterly meetings on the Wednesday immediately following the end of the previous quarter. Meetings may be held either in-person or virtually, as determined by the Board of Directors.
4.3 Special Meetings: Special meetings of the Board of Directors may be called at the direction of the President or by a majority of the Board of Directors.
4.4 Notice: Notice of any special meeting of the Board of Directors shall be given at least 72 calendar hours previously thereto by written notice delivered personally or sent by mail or electronic means to each member of the Board at his or her address as shown by the records of the organization.
4.5 Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
4.6 Election Process: Board members shall be elected by the current Board of Directors. Nominations for board membership can be submitted by any current board member. The election of board members shall take place at the annual general meeting, or at a special meeting called for this purpose. Each board member shall be elected by a supermajority vote of the current board members present and voting.
4.7 Term of Office: The minimum term of office for board members shall be 1 year, with the possibility of re-election for additional terms. Terms shall be staggered to ensure continuity on the board.
4.8 Resignation: A board member may resign at any time by giving 30 days written notice to the Board of Directors. The resignation is effective upon receipt by the Board, unless a later date is specified in the notice.
4.9 Removal: A board member may be removed by a supermajority vote of the Board of Directors whenever, in the Board of Directors’ judgment, the best interests of the organization would be served thereby. Grounds for removal may include, but are not limited to, non-fulfillment of board duties, conflict of interest, or conduct detrimental to the organization.
Article V: Officers
5.1 Officers: The officers of the organization shall be a Chief Executive Officer (CEO), one or more Vice Presidents (as determined by the Board of Directors), a Secretary, and a Treasurer. Initially, these roles may be filled by a single individual or a small team, with the understanding that as the organization grows, separate individuals will be appointed to each role. Officers shall be elected by the Board of Directors.
5.2 Chief Executive Officer (CEO): The CEO shall be the principal executive officer of the organization and shall in general supervise and control all of the business and affairs of the organization. The CEO shall preside at all meetings of the Board of Directors and shall have authority to sign, execute, and acknowledge, on behalf of the organization, documents or other instruments.
5.3 Vice Presidents: The Vice Presidents shall assist the CEO and perform such duties as may be assigned to them by the CEO or the Board. In the absence of the CEO, the Vice President designated by the Board of Directors shall perform the duties of the CEO.
5.4 Secretary: The Secretary shall keep the minutes of the Board of Directors’ meetings, be the custodian of the corporate records, give all notices as are required by law or by these bylaws, and generally perform all duties incident to the office of Secretary and such other duties as may be assigned by the CEO or the Board.
5.5 Treasurer: The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the organization; receive and give receipts for moneys due and payable to the organization from any source whatsoever, and deposit all such moneys in the name of the organization in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Article VI: Committees
6.1 Committees necessary for the running of the organization may be established by a resolution adopted by a majority of the Board of Directors present at a meeting at which a quorum is present.
Article VII: Conflict of Interest and Compensation
7.1 Conflict of Interest Policy: A conflict of interest policy shall be adopted by the Board of Directors to ensure that decisions made by the organization are in the best interest of the organization and not for personal benefit. This policy shall include a provision that any Board of Directors, officers, or other voting parties who have a direct financial interest in a transaction or decision being considered by the Board of Directors or a committee of the organization shall abstain from voting on such matters. Additionally, they should disclose their interest to the rest of the Board of Directors and recuse themselves from any discussion or decision-making that affects that interest, to ensure unbiased and fair deliberation.
7.2 Approval of Compensation: The Board of Directors shall have the authority to approve all compensated positions within the organization. Any proposals for compensated positions, including those for staff, contractors, or consultants, shall be reviewed and approved by the Board prior to offering or finalizing any such compensation arrangements. This process ensures that compensation is fair, reasonable, and in the best interests of the organization. Additionally, any Board of Directors or officers who may have a conflict of interest concerning a proposed compensation arrangement must disclose their interest and abstain from voting on the matter.
7.3 Nepotism and Relational Ties Policy: To maintain fairness and objectivity in hiring and compensation decisions, any board member, officer, or key decision-maker who has a familial or close personal relationship with a candidate for a paid position within the organization shall abstain from participating in the interview, decision-making, and voting process related to that candidate. In such cases, at least three unaffiliated Board of Directors or officers must be involved in the interview and hiring process. If this is not feasible, a majority vote of the Board of Directors, excluding any conflicted members, shall be required to approve the hiring or compensation decision. This policy aims to prevent conflicts of interest and ensure that employment and compensation decisions are made based on merit and the best interests of the organization.
Article VIII: Amendments
8.1 Amendment of Bylaws: These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by a majority of the Board Members present at any regular meeting or special meeting, provided that at least 15 days’ written notice is given of the intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting.
Article IX:Cybersecurity and Data Protection
9.1 Cybersecurity and Data Protection: Florida Furry Friends Inc. is committed to maintaining the highest standards of cybersecurity and data protection. The Board of Directors shall ensure the development and enforcement of comprehensive cybersecurity policies, which shall include guidelines for password storage, data integrity, and the protection of sensitive information. These policies shall be regularly reviewed and updated to adhere to current best practices in cybersecurity.
9.2 Oversight: The responsibility for overseeing cybersecurity and data protection shall rest with a designated Cybersecurity Officer or a relevant committee established by the Board of Directors. This officer or committee shall ensure compliance with cybersecurity policies, manage risks related to data security, and report regularly to the Board on cybersecurity matters.
Article X: Indemnification
10.1 Indemnification: The organization shall indemnify and hold harmless its board members, officers, employees, and agents against any and all liabilities, losses, damages, judgments, fines, and reasonable expenses (including attorneys’ fees) incurred in conjunction with any proceedings arising from their actions performed in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the organization.
Article XI: Membership
11.1 Establishment of Membership Program: Florida Furry Friends Inc. reserves the right to establish a membership program in the future. The specifics of the program, including membership levels, fees, and benefits, will be determined at such time as the program is established.
11.2 Membership Benefits: The membership program may offer various benefits, including but not limited to: newsletters, exclusive access to events and programs, discounts on services or merchandise, members-only events, public recognition, voting rights in organizational matters, and subscriptions to exclusive publications.
11.3 Membership Tiers: The organization may establish different levels of membership, each with corresponding benefits commensurate with the level of support.
11.4 Governance of Membership Program: The Board of Directors shall be responsible for the governance of the membership program, including the establishment of membership fees, benefits, and policies.
11.5 Compliance and Review: The membership program will be developed and managed in compliance with applicable laws and regulations governing nonprofit organizations. The program shall be reviewed periodically to ensure it remains aligned with the organization’s mission and provides value to its members.
Article XII: Dissolution
12.1 Initiation of Dissolution Process: The process for dissolving Florida Furry Friends Inc. may be initiated by a formal proposal from any member of the Board of Directors. The proposal must be submitted in writing and shall be considered at a duly convened meeting of the Board of Directors.
12.2 Approval of Dissolution: The dissolution of the organization shall require approval by a supermajority vote of the entire Board of Directors.
12.3 Distribution of Assets: Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
12.4 Notification: In the event of dissolution, all relevant stakeholders, including donors, volunteers, and beneficiaries, shall be notified in accordance with state and federal regulations.
Definitions
Board of Directors: The governing body of Florida Furry Friends Inc., responsible for making strategic decisions, providing oversight, and ensuring the organization’s mission and goals are achieved.
Supermajority: A vote threshold requiring approval by at least 2/3 of the Board of Directors present and voting, signifying a significant majority consensus.
Quorum: The minimum number of board members required to be present at a board meeting to conduct official business, as specified in Article 4.5 Quorum.
Fiscal Year: The annual financial accounting period of the organization, commencing on July 1st and ending on June 30th of each year.
Conflict of Interest: A situation in which a board member’s personal, financial, or professional interests may conflict with the best interests of Florida Furry Friends Inc., as further defined in the Conflict of Interest Policy.
Member: An individual or entity that has been accepted as a member of Florida Furry Friends Inc., as outlined in Article Article XI, and who is in good standing.
Good Standing: A member or board member who is in compliance with all obligations, including but not limited to membership dues, ethical standards, and attendance requirements, as determined by the organization.
Special Meeting: A board meeting called for a specific and urgent purpose, distinct from regular or annual meetings, as specified in Article IV.
Cybersecurity and Data Protection: Comprehensive measures and practices aimed at safeguarding the organization’s digital assets, sensitive information, and data integrity from unauthorized access, breaches, and harm.
Indemnification: The protection and reimbursement of board members, officers, employees, and volunteers from legal liability or expenses incurred while acting in their official capacity for Florida Furry Friends Inc., as detailed in Article X.
Majority Vote: A vote threshold requiring approval by more than half of the Board of Directors present and voting, representing a simple majority of 51% or higher.
Officer Roles: The specific responsibilities and duties of officers including, but not limited to, the Chief Executive Officer (CEO), Vice Presidents, Secretary, and Treasurer, as detailed in Article V..
Resignation: The voluntary act of a board member terminating their position on the Board of Directors by providing written notice as outlined in Article IV.
Dissolution: The process of formally terminating the existence of Florida Furry Friends Inc., including the distribution of assets as outlined in Article XII.