BYLAWS OF THE COMPANION ANIMAL PROGRAM, INC.
(Revised August 21, 2023)
GENERAL CORPORATE PROVISIONS
1.1 NAME. The name of the Corporation is The Companion Animal Program, Inc.
1.2 LOCATION. The Corporation’s principal office is located in Barnstable County, Massachusetts, and it may have other offices within the Commonwealth of Massachusetts as the Board of Directors may determine. The Corporation may have a registered agent and a registered office in the Commonwealth of Massachusetts.
1.3 PURPOSE. The purposes of the Corporation shall be as set forth in the Articles of Organization and may include the following:
(a) To foster an enhanced quality of life for people on Cape Cod and the surrounding communities through pet therapy,
(b) To provide scheduled and supervised visits to facilities by certified pet therapy teams,
(c) To provide education to the public on the benefits of pet therapy,
(d) To provide pet therapy training and to foster responsible pet ownership,
(e) And to certify pet therapy teams.
1.4 ARTICLES OF ORGANIZATION. All references in these Bylaws to the Articles of
Organization shall be construed to mean the Articles of Organization of the Corporation as from time to time amended.
BOARD OF DIRECTORS
2.1 POWERS AND DUTIES OF BOARD. The affairs and business of the Corporation shall be conducted by the Board of Directors who shall exercise all the powers of the Corporation. In addition, the Directors shall have the following rights to:
(a) Review, adopt, amend, and approve statements of corporate mission, philosophy, or purpose;
(b) Review, adopt, amend, and approve the Corporation’s Articles of Incorporation, bylaws and any proposed sale or plan for merger, consolidation, or dissolution;
(c) Appoint and remove the Officers of the Corporation;
(d) Review, approve or disapprove any creation of a subsidiary corporation or formal affiliation with another entity;
(e) Review, adopt, amend, and approve the Corporation’s annual operating and capital budgets;
(f) Review, approve or disapprove any borrowing regardless of the amount;
(g) Review, approve or disapprove any purchase, sale, or transfer of real property or substantially all the personal property owned by the Corporation;
(h) Review, approve or disapprove any general plan by or on behalf of the Corporation for the solicitation of contributions and approve or disapprove acceptance of any charitable contribution which imposes a material obligation on the Corporation;
(i) And determine the existence of conflicts of interest including the appearance of a conflict of interest and the appropriate measures of resolution.
2.2 NUMBER AND QUALIFICATIONS. The number of Directors shall be not fewer than five (5) nor more than fifteen (15) or as determined by the Board at each annual meeting. The Board shall consist of members of CAP who have demonstrated an interest in pet therapy and a willingness and ability to participate effectively in the Board’s operations to promote the purposes of the Corporation. Directors need not be residents of Massachusetts.
2.3 ELECTION AND TERM OF OFFICE. At the Annual Meeting, the Board shall elect Directors by ballot whose terms have expired or are about to expire but are willing to continue as a Board member. The Directors shall be elected for a three (3) year term of office, provided that terms of office are staggered to ensure that the terms of all Directors do not expire at the same time.
2.4 RESIGNATION AND REMOVAL. Any Director may resign from the Board at any time by giving written notice to the President or Clerk of the Corporation. Any Director may be removed from the Board with or without cause by a majority vote of the Directors then in office at any special meeting called for such a purpose or at any regular meeting. The Directors may vote to fill any vacancy on the Board at any meeting for the remainder of the current fiscal year. Such appointments will be made official when the Director is voted in by ballot at the Annual Meeting.
2.5 ANNUAL MEETINGS. The annual meeting of the Board shall be held each year within sixty (60) calendar days of the end of the current fiscal year at such place or via video or telephone conferencing and at such time as is designated by the President or by resolution of the Board or specified in the notice of the meeting. The purpose of the annual meeting shall be the election of Directors and Officers, approval of an annual budget, acceptance of disclosure letters and transaction of such other business as may come before the Board.
2.6 REGULAR MEETINGS. Regular meetings of the Board may be held at such places or via video or telephone conferencing and at such times as the Directors may determine.
2.7 SPECIAL MEETINGS. Special meetings of the Board may be held at any time at the call of the President or at the written request of a majority of the Directors. If an annual meeting is unable to be held as herein provided, a special meeting of the Directors may be held in place thereof with the same force and effect as the annual meeting, and in such case, all references in these Bylaws to the annual meeting of the Directors shall be deemed to refer to such special meeting.
2.8 NOTICE. Notice of any annual, regular, or special meetings of the Board shall be given by or at the direction of the President, or any other officer in the event the President is unable or unwilling to act, to each Director at least seven (7) calendar days before the meeting and shall state generally the purpose of the meeting. The form of notice shall be determined to ensure reasonable notice to all Directors.
2.9 QUORUM. A majority of the Directors then serving shall constitute a quorum for the transaction of business at any meeting of the Board. In the absence of a quorum, those Directors present may adjourn the meeting from time to time without further notice. At any previously adjourned meeting that is reinstated at another time, and at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting.
2.10 VOTING. Each Director present at a meeting of the Board shall be entitled to one vote. There shall be no vote by proxy.
2.11 MANNER OF ACTING. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board except where otherwise provided by law or these Bylaws.
2.12 PRESENCE THROUGH ALTERNATIVE ELECTRONIC COMMUNICATIONS. Unless otherwise provided by law or the Articles of Organization, Directors may participate in a meeting of the Board by means of video or telephone conferencing if it can be ensured that all persons participating can hear each other. Participation at a meeting in this manner shall constitute presence at the meeting. A Director participating in an alternative electronic method shall be counted as part of a quorum.
2.13 INFORMAL ACTION. Any action required to be taken at a meeting of the Board may be taken without a meeting if a majority of Directors entitled to vote consent in writing, electronically or otherwise, setting forth the action so taken, and the written consents are filed with the records of the meetings of the Directors. Such consent shall be treated for all purposes as a vote at a meeting.
2.14 COMPENSATION. Directors shall not receive compensation for their services as such but may be reimbursed for bona fide expenses incurred arising out of services rendered on behalf of the Corporation. However, nothing herein shall prohibit payment of compensation to an individual serving as a Director or member of a committee who renders services to the Corporation in another capacity, except as provided in Article VI.
3.1 OFFICERS. The Officers of the Corporation shall be the President, Vice-President, Treasurer, Clerk and Secretary. The Corporation may, at the discretion of the Board, have additional Officers who shall perform such duties as the Board may assign. One (1) person may hold two (2) or more offices except that one (1) person may not hold both the offices of President and Clerk. The Clerk shall be a resident of Massachusetts.
3.2 ELECTION AND TERM OF OFFICE. The Officers shall be Directors and shall be elected by the Board at the Annual Meeting. Officers shall serve for a term of two (2) years until a successor is elected unless the Officer resigns or is removed sooner. The President shall serve no more than two (2) consecutive terms. All other Officers have no limit on the number of terms they shall serve. Each agent shall retain his or her authority at the pleasure of the Directors.
3.3 RESIGNATION AND REMOVAL OF OFFICERS. Any Officer may resign at any time by giving written notice to the President or Clerk of the Corporation and the resignation shall take effect as specified therein. Any Officer may be removed with or without cause by a majority vote of the Directors then in office at any special meeting called for such purpose or at any regular meeting.
3.4 VACANCIES. A vacancy in any office shall be filled for the unexpired portion of the outgoing Officer’s term by the Directors’ vote at any meeting. When an Officer fills an unexpired term, the Officer’s initial full term of office shall begin at the next annual meeting when an election shall take place.
3.5 PRESIDENT. The President shall preside at meetings of the Board, be an ex-officio member of all committees and perform such duties as the Board may assign.
3.6 VICE-PRESIDENT. The Vice-President shall assist the President and shall assume this office in the absence or incapacity of the President.
3.7 TREASURER. The Treasurer shall be the chief financial officer and the chief accounting officer of the Corporation. The Treasurer shall oversee the Corporation’s financial affairs, funds and securities and shall keep full and accurate records thereof. He or she shall report monthly to the Board of Directors on the finances of the Corporation. The Treasurer shall have such other duties and powers as designated by the Directors. He or she shall oversee its books of accounts and accounting records and of its accounting procedures. He or she shall also prepare or oversee all reports and filings required by the Commonwealth of Massachusetts, the Internal Revenue Service, and other governmental agencies.
3.8 CLERK. The Clerk shall be responsible for the valuable papers of the Corporation and maintain and verify records of all official actions of the Directors in a book, electronically or other permanent medium, or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the Corporation or at the office of its Clerk or of its resident agent and shall be open at all reasonable times to the inspection of any Director. Such book or books shall also contain the original, or attested copies, of the Articles of Organization and Bylaws and names of the Directors and the address of each. The Clerk shall be responsible for overseeing the record keeping of the Corporation.
3.9 SECRETARY. The Secretary shall have the care and custody of and be responsible for the minutes of all meetings of the Board of Directors, electronically or by other permanent medium, and shall perform all other duties customary to the office.
ARTICLE IV COMMITTEES
4.1 ESTABLISHMENT AND APPOINTMENT OF COMMITTEES. The Board, and such power is reserved only to the Board, may establish from time to time such standing and special committees as it shall deem necessary for the conduct of the Corporation’s affairs. However, no committee or committee member has any power to act on behalf of or to bind the Corporation unless granted for a specific purpose and for a limited time by an official vote of the Board. Unless the committee membership is otherwise specified by these Bylaws, or by vote of the Board, the President shall appoint committee membership. Except as may be directed by the Board, each committee must have at least one (1) member who is a Director.
ARTICLE V FISCAL MATTERS
5.1 FISCAL YEAR. The fiscal year of the Corporation shall commence on June 1 and end on May 31 of each year.
5.2 CONTRACTS. The Board of Directors and only the Board of Directors may authorize any Officer or Officers, Director or Directors, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to a specific instance and/or time period and, unless so authorized, no Officer, Director, agent, employee, or independent contractor shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit and to render it financially liable for any purpose or in any amount.
5.3 EXECUTION OF PAPER. Except as the Directors may generally or in particular cases authorize the execution thereof in some other manner: all deeds, leases, transfers, contracts, bonds, notes, drafts, and other obligations made, accepted, or endorsed by the Corporation shall be signed by the President and the Treasurer or by President and the Clerk. Any recordable instrument purporting to affect an interest in real estate, executed in the name of the Corporation by two (2) of its Officers shall be binding on the Corporation in favor of a purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provisions of the Articles of Organization, Bylaws, resolutions, or votes of the Corporation.
5.4 LOANS. No loans shall be contracted for or on behalf of the Corporation and no negotiable papers shall be issued in its name, unless and except as authorized by the Board of Directors.
5.5 DEPOSITS. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, trust companies or other depositories as the Board may select or as may be selected by the Officer to whom such authority may be delegated from time to time by the Board.
5.6 CHECKS AND DRAFTS. All checks, drafts, or other orders for the payment of money, notes, acceptances, or other evidence of indebtedness issued in the name of the Corporation, shall be executed by the Officer or agent of the Corporation designated by the Board. In the absence of a designation by the Board, such instruments shall be signed by the President and countersigned by the Treasurer. All checks, drafts, or other orders for the payment of money, notes, acceptances, or other evidence of indebtedness issued in the name of the Corporation in the amount of three thousand ($3,000.00) dollars or more shall be signed by the President and countersigned by the Treasurer. If a reimbursement check is payable to either the President or Treasurer, another Officer of Director shall be designated to be the second signatory.
5.7 GIFTS. The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise, for and consistent with general or specific purposes of the Corporation.
5.8 FINANCIAL OVERSIGHT. A standing committee shall be formed to review the books, financial records, and investments of the Corporation on an ongoing basis. The committee shall ensure that the Corporation’s financial operations are being conducted according to Massachusetts law regarding the operation of non-profit organizations and in the best interests of the Corporation. The Financial Committee shall report their findings to the Board at regular monthly meetings, at special meetings that may be called for that purpose, and at the Annual meeting. The Board may authorize a review or audit of the books, financial records, and investments if the Corporation’s revenue meets or exceeds the amount requiring such oversight per Massachusetts law regarding the operation of non-profit organizations.
LIABILITY AND INDEMNIFICATION
6.1 PERSONAL LIABILITY. The Directors and Officers of the Corporation shall not be personally liable for any debt, liability, or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the Corporation.
6.2 RIGHT TO INDEMNIFY. The Corporation shall indemnify and reimburse out of the corporate funds any person, or the personal representative of any person, who at any time serves or shall have served as a Director, Officer, employee or other agent of the Corporation, or who serves or shall have served at its request as a Director, Officer, employee or other agent of another organization in which it has an interest, whether or not in office at the time, against and for any and all claims and liabilities to which he or she may be or become subject by reason of such service, and against and for any and all expenses necessarily incurred in connection with the defense or reasonable settlement of any legal or administrative proceeding at which he or she is made a party by reason of such service, except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation. In effecting such indemnity and reimbursement, the Corporation may enter into such agreements and direct the officers of the Corporation to make such payment or payments and take such other action, including employment of counsel to defend against such claims and liabilities, as may in its judgment be reasonably necessary or desirable. Such indemnification or reimbursement shall not be deemed to exclude any other rights or privileges to which such person may be entitled.
6.3 INDEMNIFICATION IN ANTICIPATION OF FINAL DISPOSITION OF ACTION. Indemnification to the persons specified in Section 6.1 shall include payment by the Corporation of reasonable expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of satisfactory evidence of these expenses. If the person indemnified shall be adjudicated to be not entitled to indemnification under this Bylaw or under Section 6 of Chapter 180 of the General Laws of Massachusetts, he or she shall repay the Corporation for any expenses advanced to him or her.
6.4 INSURANCE. The Corporation shall have authority to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, independent contractor, other agent of the Corporation, or any member who is engaged in official activity on behalf of the Corporation, such as visiting as a therapy team, or participating at charitable or other events as a representative of the Corporation, or a Director, Officer, employee, or other agent of another organization in which it has an interest against any liability incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.
ARTICLE VII CONFLICTS OF INTEREST
7.1 CONFLICTS OF INTEREST. Whenever the Corporation contemplates entering into a transaction or arrangement that might benefit an Officer, Director, or member of a Committee, who has a direct or indirect financial interest or other benefit, or the appearance of a financial interest or other benefit in the transaction or arrangement the following procedures shall apply:
a. The Board or Committee member who has a potential conflict of interest shall disclose the existence and nature of the financial interest or other benefit to the disinterested Directors or Committee members considering the transaction, arrangement, or other benefit.
b. The Disqualified Person, if present, shall leave the meeting while the disinterested Directors or Committee members discuss the existence of a conflict of interest and the potential for or appearance of private inurement or other benefit to the Disqualified Person, and during the vote on the transaction, arrangement, or other benefit by the Board. The disinterested Directors shall consider whether the transaction, arrangement, or other benefit is in the Corporation’s best interest, and whether it is fair and reasonable. Alternatives to the proposed transaction, arrangement or other benefit shall be discussed, and when applicable, comparability data reviewed to assess fair market value. The Corporation may utilize the services or data of independent third parties in making such a determination.
c. The Board will determine if a conflict of interest exists. If so, the person with the conflict of interest is a Disqualified Person.
d. The Disqualified Person shall absent him or herself from the Board or Committee members’ discussion or review of any transaction, arrangement or other benefit involving the conflict of interest unless the Board or Committee requests information on the transaction, arrangement, or other benefit. The Disqualified Person will be absent and abstain from voting on the transaction, arrangement or other benefit which has been deemed a conflict of interest by the Board.
e. Any Committee concerned about conflicts of interest matters shall contact the President and take no further action until the Board resolves such matters.
f. The minutes of the meeting at which the proposed transaction, arrangement, or other benefit is discussed and decided upon shall contain the following: (i) the name of the Disqualified Person, noting their absence from discussion of the matter and abstention from any applicable votes; (ii) the nature of the financial interest, arrangement, or other benefit that may present a conflict of interest or appearance of a conflict of interest; (iii) the terms of the proposed transaction, arrangement of other benefit; (iv) the content of the discussions and summary of any actions taken and/or comparability data reviewed in order to evaluate any alternatives and to assess the fair market value of the proposed transaction, arrangement, or other benefit when applicable; and (v) the names of the disinterested persons present for the discussions and votes with respect to the proposed transaction, arrangement or other benefit; and the record of the vote.
7.2 ANNUAL WRITTEN DISCLOSURE. Each Director shall annually disclose in writing his or her relationships, interests, business involvements, and other board memberships with organizations, both for-profit and non-profit, that may lead to conflicts of interest or the appearance of conflicts of interest with the Corporation. The information shall be updated throughout the year, as necessary. In addition, each Director shall make an annual disclosure of the total amount he or she received from the Corporation during the previous fiscal year as a vendor of goods or other services to the Corporation. The disclosure described in Section (7.2) shall be provided to the entire Board of Directors and any committee members who are not Board members.
ARTICLE VIII AMENDMENTS
8.1 The Articles of Organization and these Bylaws may be altered, amended, or repealed by
the Board of Directors by a vote of two-thirds (2/3) of the Directors at a meeting in which a quorum is present. No amendment may be adopted which is inconsistent with the Articles of Organization as may be amended from time to time.
THESE BYLAWS ARE CURRENTLY IN EFFECT AND THEY AGREE WITH THE ARTICLES OF THE COMPANION ANIMAL PROGRAM INC.
Date: ________________________ Clerk: ______________________________________