The Bella Foundation, Inc.
EIN (20-5781826)
BY-LAWS
Latest Ratified Edition: June 10, 2025

ARTICLE ONE
Section 1. The name of the Corporation shall be The Bella Foundation but known publicly as Bella SPCA.

Section 2. Its principal office shall be in the state of Oklahoma.

Section 3. Other offices for the transaction of business shall be located at such places as the Board of Directors may from time to time determine.

ARTICLE TWO:
The mission/purpose of the corporation shall include, but shall not be limited to, the following: To provide donated or discounted veterinary care to pet owners who cannot financially bear the cost of veterinary care. This mission/purpose may only be changed or altered by a 3/4 of all voting members.

ARTICLE THREE: BOARD OF DIRECTORS

Section 1. Purpose and Number of Directors: The Board of Directors shall be the sole governing body of The Bella Foundation and shall exercise all the duties and privileges normally assigned to stockholders, in addition to the normal duties of a Board of Directors, The Board of Directors shall approve and oversee the operations of The Bella Foundation under the suggestion of the Executive Director.  The number of regular directors shall not be less than eight (8) and not more than twenty (20). Option to petition to serve as an officer will be granted after a 6-month initial term is complete.

Section 2. Board members or Directors wishing to leave the board may do so at any time but must provide a 30-day written notice.

Section 3. Attendance and Vacancies: The absence of any board member from three consecutive board meetings is subject to removal by a 3/4 vote of all voting members and notified in writing by the Secretary. Any board member so removed from the Board for attendance purposes shall not be eligible to be reelected. Special consideration will be given in the event of illness either personal or immediate family related. It is not required that a vacancy is filled if by being left vacant it would not drop the Board membership below the minimum number of directors specified in Section 1 of this Article Three.

Section 4. Compensation: Directors/board members shall receive no salary for their services as Directors.

Section 5. The Bella Foundation shall hold monthly meetings determined by the Board Chairperson. Special Meetings of the Board of Directors may be called by the Chairman and or Vice-Chairman and shall be called by him/her upon written or verbal request of at least four (4) members of the Board of Directors. Notice of all regular meetings shall be communicated to all members of the Board of Directors at least seven (7) days prior to the meeting. Notice of Special Meetings shall state the purpose of the meeting and shall be communicated at least three (3) days prior to the meeting. A simple majority of the regular members in good standing of the Board of Directors shall constitute a quorum. All regular motions/questions shall be decided by a simple majority vote of all voting members present. The Chairman in an emergency may call for a special vote on a regular motion/question outside of a regular meeting by either phone or electronic communication. To pass, any such measure outside of a regular board meeting must have a simple majority in favor by all voting members. Under no circumstances shall the caller lobby the member either for or against the proposition and shall not even indicate his/her preference. All votes taken under this section shall be recorded.

Section 6. Board Members may participate and assist other non-profit organizations but may not serve on the board of organizations with a similar or like mission to Bella SPCA, i.e., animal welfare. Board members commit to making Bella SPCA their primary focus of effort in securing financial support and in-kind giving.

ARTICLE FOUR: OFFICERS

Section 1. The officers of the corporation shall be a Chairman or Co-Chairmans, a Vice Chairman (if co-chairs do not exist), a Secretary, and a Treasurer who shall be elected for a term of one (1) year, with no limitation on the number of terms They shall hold office until their successors are duly elected and qualified. At any time if an officer is not performing his/her duties, he/she can be removed from office by a 3/4 of all voting members.

Section 2. The Chairman shall preside at all directors’ meetings; shall have general supervision over the affairs of Board of Directors and over the other officers and shall perform all such other duties as are incident to this office. In the case of absence or disability of the Chairman, the Vice Chairman shall perform his /her duties.

Section 3. The Vice Chairman shall, in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman, oversee the development and execution of committees, and shall perform all such other duties as the Board of Directors shall prescribe.

Section 4. The Secretary shall issue notices of all directors’ meetings and shall attend and keep minutes of the same; shall have charge of the records and papers; shall attest with his/her signature all written contracts of the corporation and shall perform all other duties including governance and strategic planning as are incident to his/her office.

Section 5. The Treasurer shall have custody of all financial information of the corporation conditioned upon the faithful performance of the duties of his/her office and shall present that information to the Board of Directors as required.

Section 6. At any time, an officer of The Bella Foundation may occupy more than one position at a time, i.e., that of Secretary or Treasurer. However, the Chairman cannot assume the responsibilities of the Vice Chairman and vice versa.

Section 7. The corporation shall be on a calendar year basis.

ARTICLE FIVE: EXECUTIVE DIRECTOR

Section 1. An Executive Director shall/may be employed by and be responsible to the board for the overall administration of The Bella Foundation and implementation of policies, procedures, and programs as determined by the Executive Director and approved by the Board of Directors.

Section 2. The Executive Director with the approval of the Chair, Vice Chairman, or Treasurer, may make an expenditure of up to $5,000.00 without the approval of the Board of Directors, any expenditure of more than $5,000.00 must have the approval of the Board of Directors. This expense limitation does not apply to ordinary operating expenses such as salaries, taxes, utilities, or emergency repairs, which do not require the approval of the Chairman or the Board of Directors. 

Section 3. Removal/termination of the Executive Director may only occur by a 3/4 of all voting members.

ARTICLE SIX: FINANCES

Section 1. The funds of the corporation shall be deposited in a bank or trust companies as the directors shall designate, and if a withdrawal is $5000.00 or less it may be withdrawn upon the checks or order of any one of the following, to wit: The Executive Director, the Chairman, the Vice Chairman, the Treasurer or the Chairman's Designee, who must be a member of the Board. If a withdrawal is more than $5000.00 said withdrawal may only be made upon the checks or order of the Chairman AND one of the following, to wit: The Executive Director, the Vice Chairman, the Treasurer, the Chairman’s Designee, who must be a member of the Board.

Section 2. Any expense incurred by that of an officer, or a board member must be reconciled by the 15th of the month following that of the expenditure. All expenditures must be accompanied by a receipt and must be approved by any one of the following, to wit: The Chairman, the Vice Chairman, the Treasurer or the Chairman's Designee, who must be a member of the Board.

Section 3. For grant purposes and transparency, The Bella Foundation will conduct a full financial audit of the organization’s finances by an outside firm at a minimum of every two years.

ARTICLE SEVEN: AUTHORITY

Robert's Rules of Order (Latest Revision) shall govern the meetings of the members, Board of Directors, and the Committees of The Bella Foundation in all cases in which they are applicable and in which they are not inconsistent with these By-Laws.

ARTICLE EIGHT: AMENDMENTS

These By-Laws may be altered, amended, or revised at any meeting of the Board of Directors by a 3/4 of all voting members.

ARTICLE NINE: CORPORATE SEAL

The Board of Directors may prescribe the design for a corporate seal. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise.

ARTICLE TEN: GRANTS

Grants for operational support or existing Bella programs may be solicited by a designated member of the Board of Directors or committee member who has been granted that responsibility by the Board of Directors. 

ARTICLE TWELVE: NONDISCRIMINATION POLICY

It shall be the policy of The Bella Foundation not to discriminate against any individual based on race, color, religion, sex, national origin, or sexual orientation. The Bella Foundation shall make its services available in accordance with this policy.

ARTICLE THIRTEEN: EX-OFFICIO BOARD MEMBERS

For the purpose of The Bella Foundation, an ex-officio board member shall have full voting privileges, but attendance shall not count towards the number of board members needed to constitute a quorum.  In the event a vote is required, and conflict of interest arises, ex-officio board members shall refrain from voting.  Ex-officio members are bound by the same rules of attendance and contribution established for all members.  If at any time the relationship that constitutes the position of ex-officio ends, said ex-officio board member shall relinquish their seat immediately.

Ex-officio board members may be but are not limited to; founder, major donor, accounting professional, legal professionals, or any person with expertise or knowledge to assist the organization.

ARTICLE FOURTEEN: DISSOLUTION

Dissolution of the organization can only occur by a 3/4 of all voting members. Upon the event of dissolution of The Bella Foundation or in the event The Bella Foundation fails to carry out its primary purpose herein set forth, any unpaid expenditures by either an officer or a board member or any debt owed by The Bella Foundation will be paid immediately and any existing funds will be distributed to a single or a variety of charities decided upon by the board of directors with final consent of the Chairman and Vice-Chairman.