1. Management: The Warrensburg Animal Rescue, Inc. (Corporation herein) shall have a Board of Trustees management. Said Board of Trustees (Board herein) shall be made up of officer positions as found in paragraph 2 herein. All decisions shall be made by a simple majority vote of the officers. In the event of any tie votes, the matter shall be recast for vote, and if it shall remain tied after a second vote, then any ties shall be decided by the President.
2. Appointment and removal of Officers: The Corporation shall have the following Board officers:
President, Vice President, Secretary, Treasurer, Community Coordinator, Development Coordinator, and Historian
a) Vacancy. In the event of resignation or removal of any officer of the Board, the remaining members shall seek replacement Board member(s) as soon as practicable but may assign tasks to remaining officers as acting replacement. New Board members shall be approved by unanimous vote of the existing members of the Board. The initial slate of officers shall be made from the five (5) persons named as incorporators as found with the office of the Secretary of State, of the State of Missouri.
b) Terms. The President shall serve a three-year term, beginning June 2021 (2024 expiration). The Vice President shall serve a two-year term, beginning June 2021 (2023 expiration). The Secretary shall serve a four-year team, beginning June 2021 (2025 expiration). The Treasurer shall serve a four-year term, beginning June 2021 (2025 expiration). The Community Coordinator shall serve a three-year term, beginning June 2021 (2024 expiration). The Development Coordinator shall serve a five-year term, beginning June 2021 (2026 expiration). The Historian shall serve a two-year term beginning June 2021 (2023 expiration). Upon notice in writing from the individual serving in such a position of acceptance, the Board may re-appoint each position for an additional term, without limitation. Members shall be residents of Johnson County, Missouri.
c) Resignation. Board members may choose to resign at any time. Resignations shall be delivered to the Board Secretary, or if necessary upon resignation of the Secretary, to the President, via email, USPS first class mail, or in person at a meeting. Relocation outside of Johnson County, Missouri shall be a default resignation for any trustee.
d) Removal. Upon unanimous vote of all other officers, any officer may be removed, at any time, for failure to uphold their duties or any negligence or maleficence toward the foundation. Additionally removal may be had for actions unbecoming of an officer for a charitable organization such as, but not limited to, crimes of financial or moral turpitude or for publicly debasing the organization.
3. Duty of Officers: Each officer shall act in the general interest of the Corporation and in the spirit of good faith and fair dealing.
I. President. Run operations for daily needs, including promotion of corporation purpose; work with legal counsel as needed for compliance with legal standards or other needs of the corporation; call meetings of officers as required for the conducting of business; develop corporation functionality; sign checks; appoint sub-committees and ad hoc committees as required for Board business; and fill any vacancies for the same; vote on all Board matters.
II. Vice President. Assist President as necessary or requested in general implementation of corporation purpose as may be beneficial to the corporation’s purpose; assist with ensuring compliance with legal standards for non-profits by work of the officer or employment of legal counsel as needed for the Board, with any costs for the same to be pre-approved by the Board; act as President in absence of President for calling of meetings; vote on all Board matters.
III. Secretary. Compile meeting minutes, emails, and chat logs; maintain records of the corporation not otherwise maintained by the Vice President or legal counsel; assist Treasurer as needed; vote on all Board matters.
IV. Treasurer. Maintain all accounts for Corporation; maintain any necessary accounting as required; acquire and maintain Federal non-profit tax status in conjunction with Vice President; accept donations for corporation; sign checks; vote on all Board matters.
V. Community Coordinator. Act on behalf of Corporation to work with necessary legal entities for license, zoning, or other needs; work with other community organizations, businesses, or the like to reach the goals of the Board and meet the needs of the Corporation; vote on all Board matters.
VI. Development Coordinator. Manage capital projects, including overseeing current facility projects; evaluate growth opportunities to include property purchasing and development; vote on all Board matters.
VII. Historian. Maintain record of all activities and achievements of the Corporation; collect photos and written reports of events and milestones for record keeping; vote on all Board matters.
4. Selection of Officers: The Corporation shall meet to select officers. Initial officers shall be selected by the person listed as an incorporated with the State of Missouri. All officers shall serve until their own resignation, or until all other officers vote unanimously to remove the officer. Officers may be persons or entities. After the initial slate, officers shall be proposed to the existing board and approved by simple majority vote. Should there be only one officer at a given time, that person shall have the ability to name up to two additional officers to continue operations, without vote.
5. Use of Funds: The funds collected by this corporation shall be utilized for the following needs:
1. Operation of Animal Shelter for Johnson County, Missouri. The Corporation shall utilize all funds for the operation of an Animal Shelter to be housed in Johnson County, Missouri. Operations shall include all necessary operational costs or needs for the same, both as required by law and for effective operations, which may include items below and fundraising expenditures.
2. Other Activities Identified By Board. The Board may, from time to time, identify ways that funds may be utilized that may not be directed to the day to day operations of the shelter but that may aid in the public relations, public view, or fundraising ability of the shelter and Corporation. Such use of funds shall additionally be authorized herein, to be made through Board votes.
3. Support Needs of Johnson County Animal Organizations. The board may elect, as able, to use funds for further support of other similar organizations found in Johnson County, Missouri that may be mutually beneficial for the Corporation or shelter.
4. Specific Limitations. Corporation funds shall not be used in any way for personal benefit of the Board members or for any other purpose that would be a personal benefit to a trustee of the Board.
6. Dissolution: The Corporate dissolution shall be based as already set out in the Articles of Incorporation as filed, which is interpreted as if fully set out herein.
7. Resolution of Issues: Any issues unresolved by vote of the officers, or other operational issues, shall be resolved by the President, whenever practical. This clause shall not pertain to those items specifically listed in paragraph 3, herein-above.
8. Non-Discrimination: The benefits of the Corporation shall be open to all persons fitting above criteria or those set out and shall not exclude any person due to race, age, religion, color, creed, national origin, mental or physical handicap, sexual orientation, marital or parental status, or veteran status.
Approved by unanimous vote on June 9, 2021.