Lusco Farms Rescue BYLAWS
Article I – Name and Purpose
The corporate name of this Organization is “Lusco Farms Rescue”. Aka: Lusco Farms, LFR. It is hereinafter referred to in these Bylaws as the Corporation.
Lusco Farms Rescue: This corporation is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations. To this end, the corporation shall provide food, shelter, veterinarian services, and general orporation may also provide training and education on the proper care of equines to the general public. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.
Article II – Members
The Corporation will not have members.
Article III – Board of Directors
The Board of Directors for the corporation is the sole governing body responsible for conducting the nonprofit’s business and delegate, as needed, that power to the Executive Director. Lusco Farms Rescue, at time of inception, has five (5) board members, and will have no fewer than three (3) governing Board members, except in the instance of a board member being removed or voluntarily resigning from their position. In this case the remaining board members will appoint new members within a reasonable amount of time.
Members of the Board are appointed by the Board for a two year term, Renewable terms are allowed.
The Board is responsible for removal of Board Members (with or without cause) and filling any vacancies that might occur on the Board.
Board Members will not be compensated for services as Members of the Board, except that by resolution of the Board of Directors may be reimbursed for expenses incurred on behalf of Lusco Farms Rescue.
The Board of Directors will meet at least twice a year (February and December) and may hold its meetings at such times and places as a majority of the Directors in office determine. The Board may delegate this determination to the President. Board Members will be notified by mail, telephone, email, or fax, two weeks before each regularly scheduled Board Meeting. Written notice of a meeting is not required. Special Board meetings may be called by the President of the Board, or a majority of the Board Members.
A majority of the Members of the Board present will constitute a quorum. Except where otherwise required by law, the Articles, or these Bylaws, the affirmative vote of a majority of the Directors present at a duly held meeting shall be sufficient for any action. Duly called meetings may be held by conference call or other technological means.
Lusco Farms Rescue Board will have a President, a Secretary, a Treasurer, and such other Officers as the Board of Directors may determine. The Officers shall be elected by affirmative vote of a majority of the Board present at a duly held meeting. Officers shall serve terms fixed by the Board of Directors. A Member of the Board may hold more than one Office at the same time. The Board of Directors may fill a vacancy in an Office, for any reason.
The President shall preside at all meetings of the Board of Directors and shall perform such duties as determined by the Board. The Secretary is responsible for preparing Board Minutes and the Treasurer is responsible for keeping and reviewing the Corporate Books and dispensing corporate funds. The Secretary and the Treasurer shall perform other such duties as determined by the Board. All Officers will be Members of the Board of Directors.
The Board may set up Committees. The Board is responsible for outlining how Committees are to function on behalf of the Organization.
Any board member may resign at will with a written letter of resignation and must give a minimum of 2 weeks notice. Any information pertinent to the rescue or open projects must be shared with another board member prior to departure via phone call or in person.
Individuals who are neither compensated themselves, nor related to individuals, who are compensated, shall constitute a majority of the board of directors.
In matters of compensation, no board or officer may receive compensation for Lusco Farms Rescue which exceeds the value of their services. In any other transaction, no board member or officer may receive economic benefit from Lusco Farms Rescue which exceeds the consideration provided for such transactions.
Deliberation, voting, and written documentation of all arrangements subject to this policy shall take place before Lusco Farms Rescue makes payment of any kind.
Individuals who are neither compensated themselves, nor related to individuals who are compensated, shall constitute a majority of the board of directors.
Primary responsibilities for making all decisions subject to this policy shall rest with the Board of Directors of Lusco Farms Rescue board may delegate decisions subject to this policy to a committee composed of individual board members unrelated to, and not subject to the control of the person or persons involved in the proposed transaction.
In matters of compensation no board member or officer may receive compensation for Lusco Farms Rescue which exceeds the value of services provided for such compensation. In any other transaction, no board member or officer may receive economic benefits from Lusco Farms Rescue which exceed the consideration provided for such a transaction.
Deliberation, voting and written documentation of all arrangements subject to this policy shall take place before Lusco Farms Rescue makes payment of any kind.
Basic decision making:
In making decisions subject to this policy, the board of directors, or decision making committee, shall, to the best of its ability, obtain and rely upon an appropriate data as to comparability, such as
- Information about compensation paid by similarly situated organizations for similar goods or services.
- Current compensation surveys compiled by and independent firm, or
- Actual written offers from similarly situated organizations.
Conflict of Interest
No board member may vote upon a matter in which he or she has a direct financial interest. No board member may vote upon a matter in which he or she has a business or family relationship with anyone who has a direct financial interest.
Immediately upon becoming aware that such a conflict may exist, a Board member must disclose the existence of potential conflict to the remaining Board members. If by a vote of the remaining Board members, a conflict of interest is found to exist, the Board member with the conflict shall withdraw from further deliberation and refrain from voting on the matter.
Good faith efforts shall be made to operate in a manner that will avoid entering into any “Excess Benefit Transaction” as that term is defined in section 4958 of the Internal revenue Code, and to comply with any pertinent guidelines by the Internal Revenue Service.