The Bella Foundation, Inc.
EIN (20-5781826)

BY-LAWS
Latest Ratified Edition: November 14, 2023

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 business transaction shall be located at such places as the Board of Directors may, from time to time, determine.

ARTICLE TWO: PURPOSE The corporation's purposes shall include, but shall not be limited to, providing monetary assistance to pet owners who cannot financially bear the cost of veterinary care. To raise money through fundraisers and donations for advancing education regarding animal care and animal rights and to further the cause of animal rights both here and abroad. To reduce the number of animals euthanized in our community via community outreaches.

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 commonly assigned to stockholders, in addition to the regular 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). The 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 30 days written notice.

Section 3. Attendance and Vacancies: Any director/board member who misses three meetings in succession shall be automatically removed from the Board and notified in writing by the Secretary; any director removed from the Board shall not be eligible to be reelected. Special consideration will be given to personal or immediate family-related illnesses. Any vacancy on the Board, whether created by resignation or removal of the member, may be filled by a vote of the members at the next Board meeting or at any subsequent meeting of said Board. 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. Directors/board members can receive compensation for other roles served within the organization, i.e., Adoption Coordinator, Foster Coordinator, Volunteer Coordinator, or Executive Director.

Section 5. Bella SPCA shall hold monthly meetings determined by the Board Chairperson. The Chairman and or Vice-Chairman may call Special Meetings of the Board of Directors 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 before the meeting. Notice of Special Meetings shall state the purpose of the meeting and shall be communicated at least three (3) days before the meeting. A simple majority of the regular members in good standing of the Board of Directors shall constitute a quorum. Other than amending these by-laws, all questions shall be decided by a simple majority vote of the members present, who are entitled to vote. Changes to these by-laws shall require a two-thirds vote of the Board of Directors. In an emergency, the Chairman may call for a special vote on a particular measure by phone or electronic communication. The Chairman shall call upon each member and ask for his /her vote on the subject to conduct such a vote. To pass, any such measure must have a majority of all Board Members vote in its favor. 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.

ARTICLE FOUR: OFFICERS 

Section 1. The corporation's officers shall be a Chairman, a Vice-Chairman, a Secretary, and a Treasurer, who shall be elected for one (1) year, with no limitation on the number of terms unless dictated by a majority of the corporate officers. They shall hold office until their successors are duly elected and qualified. If an officer is not performing his/her duties, he/she can be removed from office by a majority vote of the officers and a quorum of the board of directors. 

Section 2. The Chairman shall preside at all directors’ meetings; shall have general supervision over the affairs of the corporation and the other officers; shall sign all written contracts of the corporation and shall perform all such other duties as are incident to this office. In the 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. He/she shall keep regular books of account and shall submit them, together with all his/her vouchers, receipts, accounts, records, and other papers, to the directors for their examination and approval as often as they may require and shall perform all such other duties as are incident to his/her office.

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

ARTICLE SIX: FINANCES 

Section 1. The corporation's funds shall be deposited in a bank or trust company as the directors shall designate. 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 an officer or a board member must be reconciled by the 15th of the month following the expenditure. A receipt must accompany all expenditures and be approved by any of the following: The Chairman, The Vice-Chairman, The Treasurer, or The President's Designee, who must be a member of the Board.

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 two-thirds vote of members present. All amendments must first be presented in writing to the Board of Directors.

ARTICLE NINE: SPECIAL MEETINGS All notices heretofore mentioned of meetings and a written waiver signed by a majority may waive special meetings or quorum of the affected meeting and as the case may be.

ARTICLE TEN: 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 to be impressed/affixed or reproduced otherwise.

ARTICLE ELEVEN: GRANTS Grants for any purpose shall not be solicited by any Board of Directors member, officer, or by any other person who is in any way connected with The Bella Foundation without a prior majority vote of the Chairman, Vice-Chairman, Secretary, and Treasurer for said grant request. Board approval for such requests may only be granted by a majority vote as stated in Article Three Section 6 above.

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 Bella Foundation, Ex Officio board members are granted all the same voting rights, privileges, duties, and obligations as any other board member. Ex Officio members can participate in debates and vote on all matters. Ex Officio members shall receive meeting notifications, be included in discussions pertaining to the organization, and be bound by the same confidentiality agreement. Like all other board members, ex officio board members must always act in the organization’s best interest. If a vote is required and a conflict of interest arises, ex-officio board members shall refrain from voting. If 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 the founder, major donor, accounting professional, legal professional, any person with expertise or knowledge to assist the organization, or any other purpose deemed necessary and proper by the Board of Directors.

ARTICLE FOURTEEN: DISSOLUTION Upon the event of dissolution of The Bella Foundation or in the event The Bella Foundation fails to carry out the primary objective of The Bella Foundation and purposes 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.