The Bella Foundation

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

BY-LAWS
Adopted October 5, 2006

ARTICLE ONE
Section 1. The name of the Corporation shall be The Bella Foundation, Inc.
Section 2. Its principal office shall be in The Village, 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: PURPOSE
The purposes of the corporation shall include, but shall not be limited to, the following:
To provide monetary assistance to pet owners who cannot financially bear the cost of veterinary care. To provide veterinary clinics monetary assistance for the treatment of unwanted or abandoned pets. To raise money through fundraisers and donations for the advancement of education regarding animal care and animal rights and to further the cause of animal rights both here and abroad.

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 stock holders, in addition to the normal duties of a Board of Directors, The Board of Directors shall conduct, manage and control all the affairs of The Bella Foundation. The number of regular directors shall not be less than six (6) and not more than fifteen (15), (Life Directors are not to be counted in these numbers). No more than one-third of the directors shall be professionally engaged in any facet of animal care or services.
Section 2. Eligibility for Election A person receiving monetary consideration from The Bella Foundation shall not be eligible for election as a member of the Board of Directors, however such person may sit on an advisory committee.
Section 3. Election and Term of Office The regular term on the Board shall be four years at the end of which the director may be nominated and elected to one more four-year term, at the end of which they must go off the Board for at least one year and may be reelected at the end of the year.
Section 4. Attendance and Vacancies Any director who fails to attend one-half (1/2) of the Regular Board meetings in any calendar year or misses three meetings in succession shall be automatically removed from the Board and shall be so notified in writing by the Secretary, any director so removed from the Board shall not be eligible to be reelected. Special consideration will given in the event of illness either personal or immediate family related.
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 regular Board meeting, or at any subsequent regular meeting of said Board. It is not required that a vacancy be 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 5. Compensation Directors shall receive no salary for their services as Directors.
Section 6. Meetings There shall be a minimum of two (2) meetings of the Board of Directors each year.
Special Meetings of the Board of Directors may be called by the President and shall be called by him/her upon written request of four (4) members of the Board of Directors.
Notice of all regular meetings shall be mailed 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 mailed at least ten (10) days prior to the meeting.
One-half of the regular members of the Board of Directors shall constitute a quorum.
All questions shall be decided by a majority vote of the members present, who are entitled to vote. Veto power shall rest in the hands of the either the President or Vice President. A veto must be a unanimous decision by both the President and Vice President. If the President and Vice President cannot reach a unanimous veto, the board of directors will decide the item in question. If a veto is issued the question is returned back to the Board of Directors for revision.
The President in an emergency may call for a telephone vote on a particular measure. The Executive Director who shall call each member and ask for his /her vote on the subject shall 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.
Section 7. Life Board Members The Board of Directors may, from time to time, elect persons whose service to The Bella Foundation has been exceptional, to be Life Members of the Board. Two of said Life Members shall be Eric McCune, Joey Pettigrew who are to be designated “Founding Life Members”, and they are the only persons who shall ever be so designated.

ARTICLE FOUR: OFFICERS
Section 1. The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer who shall be elected for a term of four (4) years, with no limitation on number of terms unless dictated by a majority of the corporate officers. 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 majority vote of the officers and a quorum of the board of directors. However, if a Board member has only one year remaining on their Board term he/she may be elected to hold office for only one year.
Section 2. The President shall preside at all directors meetings; shall have general supervision over the affairs of the corporation and over 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 case of absence or disability of the President, the Vice-President shall perform his /her duties.
Section 3. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform 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 corporate books, records and papers; shall be custodian of the corporate seal; shall attest with his/her signature, and impress with the corporate seal, all written contracts of the corporation; and shall perform all other duties as are incident to his/her office.
Section 5. The Treasurer shall have custody of all money and securities of the corporation and shall give bond, if required by the directors, in such sum and with such sureties as the directors may require, conditioned upon the faithful performance of the duties of his/her office. He/she may sign checks of the corporation; 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. that of Secretary or Treasure. However, the President cannot assume the responsibilities of the Vice President and vice versa.
Section 6. The corporation shall be on a calendar year basis.
Section 7. There shall be a Nominating Committee composed of three or five Board members to be appointed each year by the President at the second meeting of each year. The committee shall meet at the call of the chairperson sometime between the first Board meeting and the second Board meeting and shall present their nominations for Board members at said third board meeting. The President shall not be a member or an ex officio member of said committee nor shall he/she attend their committee meetings. Nominations other than those of the Nominating Committee may be made from the floor.

ARTICLE FIVE: EXECUTIVE DIRECTOR
Section 1. The Executive Director shall 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 Board.
Section 2. The Executive Director with the approval of the President, may make an expenditure of up to $2,000.00 without the approval of the Board of Directors, any expenditure of more than $2,000.00 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 funds of the corporation shall be deposited in such 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 President, The Vice President, The Treasurer or The President'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 President AND one of the following, to wit: The Vice President, The Treasurer, The President’s Designee, who must be a member of the Board
Section 2. Either 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 the any one of the following, to wit: The President, The Vice President, 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 with veto power remaining with the President and Vice President. All amendments first must 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 thereof to be impressed or affixed or reproduced otherwise.

ARTICLE ELEVEN: ADVISORY BOARD
There shall be an Advisory Board composed of persons, who wish to serve on same, and who have previously served on The Bella Foundation Board of Directors for at least four years but who are no longer on The Bella Foundation Board.
Members will continue on the Advisory Board as long as they attend one board meeting and participate in one fundraising event per year. Participation will be determined and reported by event chairpersons.
The Chairperson of the Advisory Board shall be the last person to join said Board, except that the first Chairperson shall be appointed by The Bella Foundation President.
The advisory Board shall meet from time-to-time at the call of the Chairperson and the members in attendance shall constitute a quorum.
The purpose of the Advisory Board is to keep valuable former The Bella Foundation Board members involved with The Bella Foundation.

ARTICLE TWELVE: 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 prior majority vote of the President, Vice-President, Secretary and Treasurer for said grant request. Board approval for such requests may only be granted by a majority vote as set out in Article Three Section 6 above.

ARTICLE THIRTEEN: NON DISCRIMINATION 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 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 President and Vice President.