By-Laws for Stable-Spirit
NAME AND GOVERNING INSTRUMENTS
Section 1. Name: The name of the organization shall be Stable-Spirit, herein referred to as Stable-Spirit or the "Corporation".
Section 2. Governing Instruments: Stable-Spirit shall abide by all applicable laws and regulations and shall be governed by its Articles of Incorporation and these Bylaws.
Section 3. The Corporation is a non-profit Corporation and shall have the power to do Lawful Acts necessary or desirable to carry out its purpose.
PURPOSE AND VALUES
Section 1. Purpose: The purpose of Stable-Spirit is to contribute to the betterment of mankind with equine assisted psychotherapy, equine assisted learning and related activities.
Section 2. Values: Stable-Spirit values altruism, professionalism, integrity and spirituality in the advancement of human potential.
Section 1. Members: The Corporation shall have no members.
BOARD OF DIRECTORS
Section1. Management: The governing body of Stable-Spirit shall be the Board of Directors who shall manage the affairs of the Corporation.
Section 2. Qualifications: Directors shall be at least twenty-one years of age; of good character; sincerely committed to the philosophy, mission, and ideals of Stable-Spirit: have a Back-Ground Check with/ no Felonies, and willing to devote time and effort in executing their responsibilities to the Corporation.
Section 3. Number of Directors: The Board of Directors shall consist of at least three (3) and no more than seven (7) persons, including the officers.
Section 4. Compensation: Directors shall serve without compensation but may be reimbursed for reasonable actual expenses incurred in the performance of their duties.
Section 5. Terms of Office: Directors shall be elected for a minimum term of two (2) years. They may serve ad infinitum subject to yearly reviews.
Section 6. Elections: Any member of the Board of Directors may make nominations for elections. New members will be elected by a two-thirds (2/3) affirmative vote of all the members of the Board of Directors.
Section 7. Resignation: The resignation of a Director shall be in writing to the President. Such resignation shall be effective upon acceptance by the President.
Section 8. Removal: A Director may be removed from office, with or without cause, by an affirmative two-thirds (2/3) vote of the remaining Directors, whenever so doing is judged to be in the best interests of the Corporation. A Board Member who has two or more unexcused absences in one year may be asked to resign.
Section 9. Vacancies: The President may appoint a person to fill any existing vacancy in the Board of Directors at any regular or special meeting subject to the approval of the Board of Directors. That person shall hold office until the next annual election.
Section 10. Advisors: The Board of Directors from time to time may elect Advisory Directors without voting privileges. Advisors shall be people with useful skills and abilities who have a continuing interest in furthering the purpose of the Corporation and who choose to serve as a resource of information and knowledge to achieve those purposes. Advisors shall serve at the pleasure of the Board of Directors.
Section 11. Conflict of Interest: Members of the Board of Directors shall not knowingly engage in any activities or transactions in conflict with their duties and obligations to the Corporation. Directors shall not conduct private business in a manner that places them at a special advantage because of their association with Stable-Spirit. Any duality of interest or possible conflict of interest on the part of any Director should be disclosed to the other members of the Board and made a matter of record and they should not vote or use personal influence in the matter.
Section 12. Liabilities of Directors: No person who is now, or later becomes, a member of the Board of Directors shall be personally liable for any indebtedness, or liability or obligation of the corporation, and all creditors of this corporation shall look only to the assets or security of the Corporation for payment.
Section 13. No paid Contract Associates nor Employees of Corporation, shall be on the Board of Directors, except for the Executive Director.
Section1. Officers: The officers of the Corporation shall be a president, a vice president, a secretary, a treasurer, and such other officers and assistant officers who may from time to time be deemed necessary by the Board of Directors. Only members of the Board of Directors may serve as officers of the Corporation.
Section 2. Duties of Officers: The officers of the Corporation shall have such authority and perform such duties in the management of the Corporation as generally pertain to their respective offices, as may be provided in these Bylaws, or as may be delegated by the Board of Directors.
Section 3. Terms of Office: Each elected officer shall serve for a term of one (1) year or until a successor is duly elected and qualified, or until said officer's end of term limitation, death, resignation or removal.
Section 4. Nomination and Election of Officers: Immediately following the election of Directors, the Board of Directors shall elect the officers of the corporation by a majority vote from a slate of candidates selected by the Nominating Committee. Any person so nominated shall have given prior consent. Additional nominations may be made from the floor. Officers shall take office at the first meeting of the new calendar year.
Section 5. Resignations: The resignation of the President shall be in writing to the Board of Directors. Resignation of other officers shall be in writing to the President. Such resignation shall be effective upon acceptance by the President or the Board of Directors respectively.
Section 6. Vacancies: The Board of Directors may fill any vacancy in any office for any reason at any regular or special meeting.
Section 1. Regular Meetings: Regular meetings of the Board of Directors shall be held at least four times during each fiscal year.
Section 2. Special Meetings: Special meetings for any purpose or purposes may be called by the President or by written request to the President signed by a majority of the members of the Board of Directors.
Section 3. Notice of Meetings: Written notice specifying time and place and agenda for regular and special meetings shall be given not less than seven (7) days or more than fourteen (14) days prior to the meeting. Such notice may be given by United States mail or by electronic means including, without limitation, electronic mail or facsimile.
Section 4. Location of Meetings: Regular and special meetings of the Board of Directors may be held in person at a location to be determined by the Directors.
Section 5. Participation by Telephone: With the approval of the Board of Directors, meetings may be held, or members may participate, by electronic means, including without limitation, conference calling, video teleconferencing, or similar communication mediums of which all persons participating in the meeting can hear, interact, or communicate with each other.
Section 6. Quorum for a Meeting: A quorum for the transaction of business at all meetings of the Board of Directors shall consist of one-half (1/2) of the members serving on the Board at the time of the meeting except as may be otherwise required by law or by the Articles of Incorporation or by these Bylaws.
Section 7. Voting: The vote of the majority of the Directors present at any 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 law, by the Articles of Incorporation, or by these Bylaws. Vote by proxy is not permitted, electronic means via Telephone or computer will be allowed.
Section 8. Action by Written Consent: Any action of the Board of Directors may be taken without a meeting if all members individually or collectively consent in writing to the adoption of a resolution authorizing the action. The resolution and written consents shall be filed with the minutes of the proceedings.
Section1. Establishment of Committees: The Board of Directors may establish, prescribe duties, and dissolve standing committees, special committees, task forces, or other groups, as it deems necessary. The President shall appoint the chair of each entity and the chair shall appoint the committee members subject to the approval of the Board of Directors.
Section 2. Executive Committee: The Executive Committee shall be composed of the officers of the corporation along with the Executive Director, who shall serve as an ex officio member. In the event of an emergency, the Executive Committee has the authority to meet and make decisions on behalf of the board as a whole. Directors must be notified as soon as possible of all decisions made by the Executive Committee, but no later than the next meeting. The Executive Committee is responsible for coordinating the full board's annual review of the Executive Director's performance and compensation.
Section1. Staff: The Corporation shall have such employees as the Board of Directors may determine appropriate and necessary. Professional, clerical and maintenance staff is employed in accordance with the personnel policies established by the Board of Directors.
Section 2. Executive Director: The Executive Director is responsible for the management and staffing of the Corporation and for the administration of programs and implementation of policies established and approved by the Board. The Executive Director is an ex-officio member of the Board of Directors and all Board committees.
CONTRACTS, CHECKS, AND DEPOSITS
Section 1. Contracts: The Board of Directors may authorize any officer(s), agent(s) or employee(s) of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
Section 2. Checks and Drafts: All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be approved and signed by such officer(s), agent(s) or employee(s) of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. Deposits: All funds of the Corporation shall be deposited or invested in a timely manner to the credit of the corporation in such bank(s), financial securities, or other depositories as the Board of Directors selects and approves.
Section 1. Corporate Records: The Corporation shall keep accurate and complete books and records of account and shall keep minutes of all proceedings of its Board of Directors and committees having any authority of the Board of Directors.
Section 2. Financial Records: The Corporation shall maintain current, true and accurate financial records, including all income and expenditures in accordance with generally accepted accounting practices.
Section 2.01: Audits: The financial records of the corporation shall be audited when required by an independent certified public accountant.
Section 2.02. Fiscal Year: The Corporation's fiscal year shall begin on January 1st and end on December 31st.
Section 3. Governmental Records: The Corporation shall prepare and file all required governmental reports, questionnaires or tax returns in a timely manner.
Section 4. Record Retention: All records shall be retained for a period consistent with professional, administrative, and legal requirements.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1: Indemnification: The Corporation shall indemnify directors, advisory directors, officers, employees and agents of the Corporation to the fullest extend required by Article 2.22A of the Texas Non-Profit Corporation Act and may indemnify such persons to the extent permitted by Article 2.22A of the Texas Non-Profit Corporation Act, subject in each case, if any, in the Articles of Incorporation.
Section 2: Directors and Officers Insurance: The Corporation shall have the power to purchase and maintain at its cost and expense insurance on behalf of such persons fully permitted by Article 2.22A of the Texas Non-Profit Corporation Act.
Section 1. Robert's Rules of Order: The parliamentary rules and usages contained in the most recent edition of Robert's Rules of Order shall govern the Corporation in all cases in which they are applicable, except to the extent such procedure is otherwise determined by law, by the Articles of Incorporation or these Bylaws.
Section 1. Amendments: These Bylaws may be altered, amended, repealed or rewritten by a two-thirds (2/3) affirmative vote of all the members of the Board of Directors present at any regular or special meeting, providing that the notice of such meeting shall have contained a copy of the proposed alteration, amendment, repeal, or rewrite and an accurate summary explanation. These Bylaws shall become effective immediately upon adoption.
Adopted by Stable-Spirit, Inc. on the eighth day of March 2005. Amended February 2010. Amended July 13, 2017.