ORGANIZATION AND BYLAWS Texas Ferret Lovers Rescue ARTICLE 1: DEFINITIONS AND PURPOSE 1. The name of this organization shall be called Texas Ferret Lovers Rescue, referred to as “TxFLR”, “the rescue”, or “the corporation”. 2. “Ferret” or “Domestic Ferret” as used herein and in all TxFLR publications shall refer to the Domestic European ferret (Mustela putorius furo or Mustela furo). Any other species of hybrid will be called by its proper name, with scientific classification if possible. 3. The primary area served will be greater Dallas/Fort Worth metroplex in the state of Texas. Areas served secondarily may be selected by the board on case-by-case basis from the state of Texas or adjacent states. 4. TxFLR is an corporation of natural persons for rescue purposes. These persons include, but are not limited to, ferret enthusiasts and owners, volunteers, veterinarians, and shelters. The organization consists of Board of Directors, referred to as “Directors”, and may form committees as needed to conduct rescue business. 5. TxFLR is an organization devoted to the rescue of ferrets as pets and to enhancing the welfare and quality of life of the ferret. The general goal is to rescue, rehabilitate, and to education others on their care, health and welfare of the species. 6. The Corporation shall have any and all powers granted to it by Texas Uniform Incorporated Nonprofit Corporation Act of 1995 and all other statues and other laws of the State of Texas applicable to incorporated nonprofit corporations. ARTICLE 2: VOLUNTEERING & VOTING 1. Volunteering with the TxFLR is open to the public, including any individual or organization, regardless of age, gender, race, creed, national origin, or political convictions. a. Any individual volunteer under 15 years of age must be sponsored by a family volunteer or legal guardian over 21 b. Directors have the right to refuse any volunteer or to expel an existing volunteer of reasonable cause. Anyone so refused is entitled to a written notification. The judgment may be appealed within 10 days; otherwise, the termination will be final. 2. Volunteers have the following responsibilities and duties: a. To provide and maintain a healthful, safe and caring environment for ferrets b. To uphold the principles and polices of TxFLR, as set forth in these bylaws c. To conduct oneself and one’s family in a dignified and courteous manner whenever representing TxFLR or attending any TxFLR event 3. Volunteers of the Corporation are not personally liable for debts, liabilities, and other obligations of the Corporation as provided by Texas Statue. Further, Volunteers of the Corporation shall not be personally liable for any tortuous act or omission, or breach of contract of the Corporation. Volunteers are protected from personal liability to the full extent of Texas Statute. ARTICLE 3: BOARD OF DIRECTORS / OFFICERS 1. TxFLR shall be managed by the Officers who will oversee and direct the on-going functions of the organization. The Directors / officers as a group constitute the Directors. 2. Selection and term: Each new officer shall be sponsored by an existing Officer and approved by the majority vote of the remaining officers. 3. Criteria for selection: Each Board member / officer will meet the following criteria: a. Be at least eighteen (18) years of age b. Be an active volunteer c. Having been sponsored and approved by the Officers d. Have not been convicted of any statutory violation involving animal abuse or mistreatment e. 4. 5. 6. 7. 8. Be devoid of any conflict of interest, which might hinder or negate the ability to function as an Board member / officer f. Have access to electronic mail. Removal of a Board Member / Officer will follow statement of cause signed by any current Board of Director / Officer. The statement must include specifics as to why the Board Member / Officer should be removed. The statement will be reviewed by the remaining Directors at a set meeting. There will be a seven (7) day advance notice to all meetings. The functions and duties of Directors / Officers will be as follows. Any officer can be designated to perform those functions of the President in his/her absence or inability to perform the duties of the position. a. President Acts as Chief Executive Officer of the Corporation Has the authority to call meetings of any type Presides over all Directors and volunteer meetings Has final approval or issue authority over all publications carrying the TxFLR name b. Vice-President Performs the functions as prescribed by President c. Secretary Maintains a record of all decisions, activities, and/or votes made at business meetings. Maintain listings of animal controls, volunteers, other clubs, veterinarians, breeders, pet sellers, and other shelters. d. Treasurer Maintains a financial record of all financial transactions Receive and deposits monies in the TxFLR designated financial institution Disburses TxFLR funds in accordance with direction of the officers. A Board of Directors quorum shall consist of at least 3 officers, one of which must be either the President or the Treasurer. Officers of the Corporation are not personally liable for the debts, liabilities, and other obligations of the Corporation as provided for by Texas Statute. Further, Officers of the Corporation shall not be personally liable for any tortuous act or omission, or breach of contract merely because they are authorized to participate in the management of the affairs of the Corporation. The Board of Directors is authorized to enter into and/or execute contracts for TxFLR in the name of the Corporation. Such contracts and agreements must bear the signature of the President and the Secretary in order to make such contracts or agreements binding upon TxFLR. Notwithstanding this proviso, neither the Board of Directors, nor its individual office holders may enter into any contract, pledge its credit, or cause the Corporation to be committed to any financial liability beyond the Corporations ability to honor such obligations. ARTICLE 4: BUDGET AND TREASURY 1. TxFLR shall operate as a non-profit organization 2. Fundraising revenues shall be designed for any operating expenses of the rescue and other rescue expenses. 3. The Fiscal year for the Corporation shall be January 1st through December 31st of each year. 4. The Corporation is required to maintain in good standing, a secure, federally insured account in a Financial Institution that provides such services. 5. Any Volunteer or Officer, under the direction of the Directors, is to be reimbursed for all preapproved legitimate expenses incurred in the name of TxFLR. 6. All Volunteer’s expenses up to fifty dollars ($50) require written approval from any Board of Director prior to incurring the expense. All expenses in excess of fifty dollars ($50) require written approval from the Treasurer prior to incurring the expense. 7. Receipts for expenses incurred under Section 5 and 6 of this Article must be presented to the Treasurer for reimbursement. 8. The Treasurer will notify immediately any Volunteer submitting a check that is returned or denied payment for any reason. The Treasurer is empowered to collect, on behalf of the Corporation, a collection fee, in addition to any financial institution charge, for each check returned to TxFLR due to insufficient funds. ARTICLE 5: RESOLUTION OF TxFLR 1. Should anything happen to a member of the Board of Directors that would cause them to be incapacitated in the duties to the corporation, the remaining Directors have the authority to dissolve the corporation or elect a board member. 2. Should a director become incapacitated, the remaining Directors have the authority to dissolve all assets after debts are satisfied. a. All moneys could be transferred to another 501c3 rescue or… b. Set up in a trust fund to help maintain quality life for the ferrets who’s owners can not afford the medical care i. This would be maintained by an appointed vet ii. Appointed by an attorney by joint agreement iii. Or maintained control by the remaining Directors ARTICLE 6: SUPPLEMENTAL RULES, POWERS TO AMEND AND ORDER OF BUSINESS 1. Rules and regulations to supplement these bylaws shall be devised as needed for the purpose of charity and uniformity. Additions, deletions or changes may be made to said rules and regulations at any Board of Directors Meeting, after a simple majority vote of those Directors / Officers in attendance where a quorum is present. Rules and Regulations as allowed for in this proviso shall not conflict with, change the meaning of, or otherwise violate the spirit and letter of these Bylaws or the Articles of Incorporation. In all questions of authority, these Bylaws shall take prescience over any rules or regulations so enacted. 2. Rules and regulations as provided for herein will be in the form of announcements issued the Secretary. These rules and regulations will be considered to be in force immediately upon receipt of said announcement. 3. It is the responsibility of all Directors / Officers to read and understand any announcement issued by the Corporation. 4. The Directors / officers are given full power to make, alter, amend or repeal any and all bylaws of the Corporation at any Board of Directors Meeting after unanimous vote of those Directors / Officers in attendance where a quorum is present. This power may be exercised without prior notice to the Corporation of the Committees intention to so act. The Directors / Officers may also affect this section by mail or e-mail, if circumstances so warrant. 5. The Order of Business and/or procedures of any Board of Director’s Meeting or Officer’s Meeting, or any subject not covered by these bylaws, or noted in Corporation Minutes shall be subject to "Robert's Rules of Order Revised" where applicable. Should there be a conflict between these bylaws and "Robert's Rules of Order Revised" in the matter of Order of Business and/or procedures, the latter shall prevail. 6. If any provision of these bylaws is found to be invalid or unenforceable, for whatever reason, the remainder of these bylaws shall still be effective