Bylaws

BYLAWS OF

DOTTIEY’S BARNYARD,

A California Nonprofit Corporation

ARTICLE ONE

General Provisions

  1. Name. The name of this corporation is DOTTTIEY’S BARNYARD.
  1. Principal Office of the Corporation. The principal office for the transaction of the activities and affairs of this corporation is located at 11484 Moreno Avenue, Lakeside, San Diego County, California, 92040. The board of directors may change the location of the principal office. Any such change of location must be noted by the secretary of the corporation on these bylaws opposite this Section; or alternatively, this Section may be amended to state the new location.

The board may at any time establish a branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities.

  1. General and Specific Purposes; Limitations. The corporation has been organized for the purposes set forth in the Articles of Incorporation, to provide for the shelter, care and feeding of animals. In the context of these general purposes, the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office and no substantial part of the activities of the Corporation shall consist of campaigning on propaganda or otherwise attempting to influence legislation.
  1. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions set forth in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and the neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
  1. Dedication of Assets. This corporation’s assets are irrevocably dedicated to the charitable and public benefit purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation of dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code Section 501(c)(3).

ARTICLE TWO

Members

2.1 No Members. This corporation shall have no voting members within the meaning of the Nonprofit Corporation Law. The corporation’s board of directors may in its discretion, admit individuals to one or more classes of nonvoting members; the class or classes shall such rights and obligations and pay such membership fees or dues, if any, as the board determines to be appropriate.

ARTICLE THREE

Board of Directors

3.1 General Powers of Board of Directors. Subject to the provisions and limitations of the California Nonprofit Benefit Corporation Law and any other applicable laws and subject to any limitations set forth in the articles of incorporation, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of directors.

3.2 Specific Powers. Without prejudice to the general powers of the board set forth in Section 3.1 of these bylaws, but subject to the same limitations, the board shall have the power to:

  1. Appoint and remove, at the pleasure of the board, all corporate officers, agents, and employees; all corporate officers, agents, and employees; prescribe powers and duties for them as are consistent with the law, the articles of incorporation, and these bylaws; fix their compensation; and require from them security for faithful service.
  2. Change the principle office or the principal business office of the corporation in California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; conduct its activities in or outside California; and designate a place in or outside California for holding nay meeting of members.
  3. Borrow money and incur indebtedness on the corporation’s behalf and cause to be executed and delivered for the corporation’s purposes in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

3.3 Number, Election and Term. The number of directors to serve on the board of directors may be amended by a duly adopted resolution of the board of directors, however, this number shall not be less than the minimum number required by California law. Three (3) directors are elected every year. The first election shall consist of three (3) directors being voted in for one (1) year. All directors shall be elected each year at the annual meeting of the members by majority vote of members; however, in all cases current directors shall serve until their successors shall have been elected and qualified.

3.4 Place of Board Meetings. Regular meetings of the board of directors shall be held at such places, within or without the State of California.

3.5 Meeting via telephone conference. Directors may appear at a meeting of the board by means of telephone conference or similar communication system whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. Furthermore, it is permissible for all directors to appear at a meeting of the board of directors via telephone conference or similar communication system.

3.6 Annual Meetings. The board shall hold an annual meeting for purposes of organization, election of officers, and transaction of other business at such time and place as the board shall determine. Other general meetings of the board may be held without notice on such days and at such times and such place as shall be fixed from time to time by the board of directors. Rules of procedure for the conduct of such meetings shall be adopted by resolution of the board of directors. Notice of such regular meetings need not be given.

3.6 Authority to Call Special Meetings. Special meetings of the board may be held at any time and place, or by conference call, upon call of the chairman of the board, the president or secretary of the corporation.

3.7 Notice of Special Meetings. Notice of the time and place of special meetings shall be given to each director by (a) personal delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director; (d) facsimile; electronic mail; or (f) other electronic means. All such notices shall be given or sent to the director’s address, e-mail address, facsimile number, or telephone number as shown on the corporation’s records.

Notices sent by first-class mail shall be deposited in the United States mails at least five (5) days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic mail shall be delivered, telephoned, or sent, respectively, at least forty-eight (48) hours before the time set for the meeting. The notice shall state the time of the meeting and the place, if the place is other than the corporations’ principal office. The notice need not specify the purpose of the meeting. 

3.8 Quorum. A majority of members of the board shall constitute a quorum for the transaction of business, but a lesser number may adjourn to another day if a quorum is not present. 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, unless the act of a greater number is required by the Articles of Incorporation, these Bylaws, or a more stringent provision of the California Nonprofit Public Benefit Corporation Law, including, without limitations, those provisions relating to (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the board, and (d) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite withdrawal of some directors, if any action taken or decision made is approved by at least the majority of the required quorum for that meeting.

3.9 Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her. 

3.10 Adjournment. A majority of directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

3.11 Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, tot the directors who were not present at the time of the adjournment.

3.12 Action without a meeting. Any action that the board is required or permitted to take may be taken without a meeting if all board members consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an “interested director” as defined in Corporations Code Section 5233 shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the board. All such consents shall be filed with the minutes of the proceedings of the board.

3.13 Action by Consent. Any action which is required to be or may be taken at a meeting of the directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all the directors. The written consent may be executed in several identical counterparts by the directors with the effect as if the directors had executed a single document.

3.14 Events Causing Vacancies on Board. A vacancy or vacancies on the board of directors shall occur in the event of (a) the death or resignation of any director; (b) the declaration by resolution of the board of a vacancy in the office of a director who has been convicted of a felony, declared of an unsound mind by a court order, or found by final order or judgement of any court to have breached a duty under the California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3; (c) the increase of the authorized number of directors; or (d) the failure of the Board, at any meeting of the Board at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting.

3.15 Resignation and Filling of Vacancies of Directors. Any director of the corporation may resign at any time by giving written notice of such resignation to the board of directors, the chairman of the board, or the corporation. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the board of directors or one of the above-named officers. Vacancies on the board and newly created directorships resulting from any increase in the number of directors to constitute the board of directors may be filled by a duly approved resolution of a majority of the directors then in office. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. Any director elected to fill a vacancy or a newly created directorship shall serve until the next election of directors by the shareholder so of the corporation. The death of any director shall be treated as voluntary resignation by the corporation.

3.16 No Vacancy on Reduction of Number of Directors. Any reduction of the authorized number of directors shall not result in any director’s being removed before his or her term of office expires.

3.17 Removal of directors. The board of directors may, by resolution adopted by the affirmative vote of majority of the directors, remove a fellow board member. The majority of those directors in attendance at the meeting, must vote in favor of removal for the resolution to pass.

3.18 Compensation of Directors. Directors, as such, may receive such compensation and be reimbursed for expenses of attendance at any meeting of the board as shall be determined by resolution of the board of directors. Out of pocket expenses incurred in the course of performing their duties should be reimbursed. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

3.19 Committees. The board of directors, by resolution adopted by a majority of the whole board, may designate two or more directors to constitute a committee. Each such committee, to the extent provided in such resolution, shall have and may exercise the authority of the board of directors, as so delegated in the resolution, shall have and may exercise the authority of the board of directors, as so delegated in the resolution, in the management of the corporation; but the designation of such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or such member by law.

ARTICLE FOUR

Officers

4.1 Number, Election and Term. The officers of the corporation shall be a president, treasurer, and a secretary who shall be chosen by the board of directors at its first meeting. Officers may also serve on the board of directors. The board of directors may elect such other officers with such titles and duties as it may determine are appropriate. Any two or more offices may be held by the same person. All officers, unless sooner removed, shall hold their respective offices until the first meeting of the board of directors after the next succeeding election of the board of directors and until their successors shall have been duly elected and qualified. The salaries of the officers of the corporation shall be fixed from time to time by the board of directors. No officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the corporation.

4.2 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 corporation will be served thereby, but such removal shall not effect the contract rights, if any, of the office or agent so removed.

4.3 Resignation of Officers. Any officer may resign at any time by giving written notice to the board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any right so that corporation under any contract to which the officer is a party.

4.4. Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for normal appointments to that office, provided, however, that vacancies need not be filled on an annual basis.

4.5 Responsibilities of Officers;

4.5.1 Chairman of the Board. The chairman of the board, if any, shall preside at all meetings of the members and directors at which he/she is present and shall perform such other duties as the board of directors or these Bylaws may prescribe.

4.5.2 President. In the absence of the chairman of the board, the president shall preside at all meetings of the shareholders and directors at which he/she is present. He/she shall perform such duties as the board of directors may prescribe and shall see that all orders and resolutions of the board are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other office or agent of the corporation.

4.5.3 Vice Presidents. The vice presidents, if any, in the order of the their seniority shall, in the absence or disability of the president and any executive vice president, perform the duties and exercise the powers of the president, and shall perform such other duties as the board of directors or the president may prescribe.

4.5.4 Secretary and Assistant Secretaries. The secretary shall keep or cause to be kept a record of all meetings of the members and the board of directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He/she shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as my be prescribed by the board of directors or president, under whose supervision he/she shall be. He shall keep in safe custody the seal of the corporation and shall affix the same to any instrument requiring it. The assistant secretaries, if any, in order of their seniority shall, in the absence of disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties as the board of directors may prescribe.

4.5.5 Treasurer and Assistant Treasurers. The treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors and shall perform such other duties as the board of directors may prescribe. The treasurer shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his control belonging to the corporation. The assistant treasurers, if any, in the order of their seniority shall, in the absence or disability of the treasurer, perform the duties and exercise the powers.

ARTICLE FIVE

Transactions with Directors and Officers

5.1 Contracts with Directors and Officers. No director of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporation’s directors have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction, unless (a) the material facts regarding that director’s financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the board prior to the board’s consideration of such contract or transaction; (b) such contract or transaction is authorized in good faith by a majority of the board by a vote sufficient for that purpose without counting the votes of the interested directors; (c) before authorizing or approving the transaction, the board considers and in good faith decides after reasonable investigation that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) the corporation for its own benefit enters into the transaction, which is fair and reasonable to the corporation at the time the transaction is entered into.

This Section does not apply to a transaction that is part of an educational or charitable program of this corporation if it (a) is approved or authorized by the corporation in good faith and without unjustified favoritism and (b) results in a benefit to one or more directors or their families because they are in the class of person intended to be benefitted by the educational or charitable program of this corporation.

5.2 Loans to Directors and Officers. This corporation shall not lend any money or property to or guarantee the obligation of any director or officer without the approval of the California Attorney General; provided, however, that the corporation may advance money to a director or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of his and her duties if that director or officer would be entitled to reimbursement for such expenses by the corporation.

This corporation shall not lend any money or property to, or guarantee the obligation of, any director or officer of the corporation or of its parents, affiliate, or subsidiary unless (a) the board decides that the loan or guaranty may reasonably be expected to benefit the corporation, and (b) before consummating the transaction or any part of it, the loan or guaranty is approved by either the members, without counting the vote of the director or officer, if a member, or the vote of a majority of the directors then in office, without counting the vote of the director who is to receive the loan or guaranty.

5.3 No transaction under this Article V shall be permitted if it will affect qualification of this corporation as a public foundation under the applicable provisions of the Internal Revenue Code of California law.

ARTICLE SIX

Indemnification; Insurance

6.1 Indemnification of Directors and Officers. To the fullest extent permitted by the laws of State of California, including future amendments of those always, the corporation shall indemnify and hold harmless each director and officer of the corporation against any and all claims, liabilities, and expenses (including attorneys’ fees, judgments, finds, and amounts paid in settlement) actually and reasonably incurred and arising from any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with any such position. However, the foregoing shall not apply to:

a. any breach of such person’s duty of loyalty to the corporation or its members;

b. any act or omission by such person not in good faith or which involves intentional misconduct or where such person had reasonable cause to believe his/her conduct was unlawful; or

c. any transaction from which such person derived any improper personal benefit.

6.2 Determination of Entitlement of Directors and Officers to Indemnification. The decision concerning whether a director or officer seeking indemnification has satisfied the provisions of “Indemnification of Directors and Officers” shall be made by (i) the board of directors by a majority vote of a quorum consisting of directors who are not parties to the action, suit, or proceeding giving rise to the claim for indemnity (“Disinterested Directors”), whether or not such majority constitutes a quorum; (ii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by independent legal counsel in a written opinion; or (iii) a vote of the members.

6.3 Indemnification of employees and agents. The board of directors may, in such cases as, in its complete discretion, it deems appropriate, indemnity and hold harmless employees and agents of the corporation, and persons who formerly held such positions against any or all claims and liabilities (including reasonable legal fees and other expenses incurred in connection with such claims or liabilities) to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with such position.

6.4 Insurance. This corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer’s director’s employee’s, or agent’s status as such.

ARTICLE SEVEN

Corporate Records

7.1 Maintenance of Corporate Records. This corporation shall keep:

(a) Adequate and correct books and records of account;

(b) Written minutes of the proceedings of its board and committees of the board;

7.2 Maintenance and Inspection of Articles and Bylaws. This corporation shall keep at its principal California office the original or a copy of the articles of incorporation and bylaws as amended to the current date.

7.3 Directors’ Right to Inspect. Every director shall have the absolute right at any reasonable time to inspect the corporation’s books, records, documents of every kind, physical properties, and the records of each subsidiary. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

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 for a purpose reasonable related to the director’s interests as a director.

7.4 Annual Report. The board shall cause an annual report to be sent to the directors within 120 days after the end of the corporation’s fiscal year. That report shall contain the following information, in appropriate detail:

  • The assets and liabilities, including the trust funds, of and properties under the corporation’s control or management as of the end of the fiscal year;
  • The principal changes in assets and liabilities, including trust funds;
  • The corporation’s revenue or receipts, both unrestricted and restricted to particular purposes;
  • The corporation’s expenses or disbursements for both general and restricted purposes;
  • An independent accountant’s report, or, if none, the certificate of an authorized officer of the corporation that such statements were prepared without audit form the corporation’s books and records.

This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors.

7.5 Annual Statement of Certain Transactions and Indemnifications. As part of the annual report to the directors, or as a separate document if no annual report is issued, the corporation shall, within 120 days after the end of the corporation’s fiscal year, annually prepare and furnish to each director a statement of any transaction or indemnification of the following kind:

  • Any transaction (i) in which the corporation, or its parent or subsidiary, was a party, (ii) in which an “interested person” had a direct or indirect material financial interest, and (iii) which involved more than $50,000. For this purpose, an “interested person” is either:
    • Any director or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or
    • Any holder of more than 10 percent of the voting power of the corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.
  • Any indemnification or advances aggregating more than $10,000 paid during the fiscal year to any officer or direction of the corporation under Section 7.1 of these bylaws.

ARTICLE EIGHT

Miscellaneous

8.1 Amendment of Bylaws. Subject to the provisions of the California Nonprofit Public Benefit Corporation law, these bylaws may be amended or repealed by the majority vote of the directors present at a meeting of the board at which a quorum is present.

Certificate of Secretary. I certify that I am the duly elected and acting Secretary of Dottiey’s Barnyard, a California nonprofit public benefit corporation; that these bylaws consisting of 9 pages, are the bylaws of this corporation as adopted by the board of directors on January 25, 2020 and that these bylaws have not been amended or modified since that date.

Executed on January 26, 2020 at Lakeside, California.

Emily Lynn Halcott, Secretary