Bylaws of the USZA
ARTICLE I – NAME
Section 1. Name and Affiliation
- The name of this corporation shall be United States Zoological Association (U.S.Z.A.). Note: In the Bylaws, U.S.Z.A. shall be referred to as the Corporation.
Section 2. Corporate Address
- The principal corporate address shall be entered in the Articles of Incorporation and certain other publications. Initially, the principal corporate address is Rt.2, Box 67, Wynnewood (Garvin County), OK 73098
Section 3. Change of Address
- The principal corporate address may be changed to a different city and/or state by an amendment to the Bylaws after approval by the Board. The street address within the same city may be changed by noting the change and effective date in the Bylaws but will not require an amendment to the Bylaws. However, any change(s) must be entered in the website and in appropriate records.
Section 4. Other Offices
- The Corporation also may have offices at other locations, both within and outside the state of the principal address where it is qualified to conduct business, as the Board may designate. The addition(s) will require an amendment to the Bylaws after approval by the Board and must be entered in the website and in appropriate records.
ARTICLE II – NON-PROFIT PURPOSES
Section 1. IRC Section 501©(3) Purposes
- a. This Corporation is organized and operated exclusively for charitable purposes and its activities shall be conducted in such manner that no part of its net earnings shall inure to the benefit of, or be distributable to any member, director, officer or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Corporation.
- b. No substantial part of the activities of the Corporation shall be for the promotion of propaganda, or otherwise attempting to influence legislation. And the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
- c. The Corporation shall not carry on any other activities not permitted to be carried on by: 1. A Corporation exempt from Federal Income Tax under Section 501c3 of the Internal Revenue Code or the corresponding provisions of any future federal tax code.
- 2. A corporation, contributions to which are deductible under Section 170c3, Section 2055a2, or Section 2522a2 of the Internal Revenue or corresponding provisions of any future federal tax code.
Section 2. Corporate Dissolution
- Upon the voluntary dissolution of the Corporation, occurring after a 2/3rds majority vote by the Board of Directors, after all outstanding debts have been paid and all leases and contracts have been terminated, the assets remaining in the treasury shall be distributed for one or more exempt purposes within the meaning of Section 501©(3) of the Internal Revenue Code or the corresponding section of any future code. The Board of Directors of the Corporation shall determine by a 2/3rds vote how the assets shall be distributed, with the primary goal to be the use of such funds for caring for exotic animals that must be placed into other not-for-profit facilities.
Section 3. Parliamentary Authority
- The Corporation shall be governed by Robert's Rules of Order Newly Revised, except as amended in these Bylaws. The Corporation is a Deliberative Assembly which is an independent or autonomous group of people meeting to determine in full and free discussion, courses of action to be taken in the name and interest of the entire membership. Reference: Robert's Rule Chapter I, Page 1.
ARTICLE III – BOARD OF DIRECTORS
Section 1. Officers and Directors
- The Corporation shall have (4) Officers and (4) Directors and shall constitute the Board of Directors. All Board Members shall have equal voting rights in all matters except in Disciplinary Procedures involving any Member of the Board. Proxy voting shall be forbidden. Note: In the Bylaws, the Board of Directors shall be referred to as the Board, the Board Members or the Officers.
- The four Officers shall be the President, the Vice-President, the Secretary and the Treasurer. The four Directors shall be the Director of Conservation, the Director of Education, the Director of Legal Affairs and the Director of Member Services.
Section 2. Qualifications
- The Board members all shall be a minimum of twenty-one years of age, meet all membership requirements and keep membership dues current.
Section 3. Powers
- Subject to the provisions of the Articles of Incorporation, Robert's Rules of Order Newly Revised and the Bylaws relating to action required or permitted to be taken or approved by the membership, the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.
Section 4. The President
- The President shall be the chief executive and administrative officer of the Corporation and, subject to the control of the Board shall:
- supervise and control the affairs of the Corporation
- oversee the duties of the Board
- preside at all meetings of the Board and the Membership
- perform all duties incident to the Office and such other duties as may be required by the Articles of Incorporation, Robert's Rules of Order and the Bylaws.
Section 5. The Vice-President
- The Vice-President shall perform such duties as assigned to the Office and shall exercise such powers that are granted by the Board. The Vice-President shall perform the duties and exercise the power with the same authority as the President, and shall assist with the duties of the President. The Vice-President shall perform the duties of the President in the President's absence.
Section 6. The Secretary
- The Secretary shall:
- Record the minutes of all meetings, including the names of all individuals in attendance, and edit the minutes for publication. Note: The minutes must be submitted to the Board for approval
- Maintain copies on file of the Articles of Incorporation, the Bylaws and the Minutes of all meetings and present them to any authorized official
- Assist the President with formulating the business agenda for all meetings
- Perform all duties relative to the Office of Secretary and such other duties that may be required by the Articles of Incorporation, the Bylaws or assigned by the Board.
Section 7. The Treasurer
- The Treasurer shall:
- Be the only bonded Officer of the Corporation and be required to obtain a Security Bond in the name of USZA, subject to approval by the Board. The bond shall be equivalent to the projected total of all funds and securities of at least $5000.00 and shall be for the duration of the Treasurer's term. The fee shall be paid by USZA
- Implement and maintain a sound accounting system acceptable to the Board
- Establish a checking account in the name of USZA at a reputable banking institution subject to approval by the Board and arrange with the bank for a second signer on the account who shall be the President or acting President
- Be responsible for all funds and securities of the Corporation and deposit such monies in one or more financial institutions as approved by the Board and submit payment for all expenses
- Require accurate expense reports with receipts prior to payment of any corporate expense of $500 or more. Expenses above $500.00 shall require approval by the Board
- Submit quarterly and annual financial statements to the Board
- Complete and file a Federal 990-EZ Short Form Income Tax Return when required
- Notify the Board immediately of any financial discrepancy or mismanagement
- NOTE: Personal funds and Corporate funds shall NEVER be intermingled.
Section 8. The Director of Conservation
- The Director of Conservation shall:
- Promote and implement the conservation objectives and policies of USZA
- Supervise the work of the National Conservation Committee and assign tasks to assure that the goals of the Conservation Committee are met
- Conduct quarterly meetings of the Conservation Committee
- Assure good communication with the USZA Board of Directors and the Conservation Committee.
Section 9. The Director of Education
- The Director of Education shall:
- Develop educational programs and materials
- Conduct Captive Animal Husbandry Courses
Section 10. The Director of Legal Affairs
- The Director of Legal Affairs shall:
- Function as the legislative liaison to the USZA,
- Monitor proposed state and federal legislation of all species and forward the information to the USZA Board
- Stay current on USDA and USDI rules and regulations and forward any changes to the USZA Board
- Cooperate with the Board to develop official USZA responses to any legal inquiries presented to the Corporation
Section 11. The Director of Member Services
- The Director of Member Services shall:
- Establish and maintain a Database containing the names, addresses, contact information and date joined. Note: The Database shall be available to all Board members upon receipt of a written request
- Process all member applications and renewals, enter the information into the database and forward the funds to the Treasurer.
Section 12. General Duties of the Board
- The Board of Directors shall:
- Supervise all Officers, Directors and Members to assure that their duties have been performed properly.
- Perform any and all duties imposed on them individually or collectively by the Articles of Incorporation or the Bylaws.
- Register their addresses, including telephone and email, and report any changes of them to the Secretary to assure correspondence and notices of meetings mailed, phoned or emailed to such addresses shall be valid.
- Encourage the growth of membership and gather information from members and write articles to be posted on the website.
- Submit a detailed report with receipts for expenses incurred during the performance of their corporate duties to the Treasurer for reimbursement.
- All Officers, Directors and Members shall serve voluntarily at their own expense.
NOTE: U.S.Z.A. shall NOT extend nor grant any monetary loan to any Officer,
Director or Member.
Section 13. Term of Office
- Initially, the Board Members were appointed by the founder of U.S.Z.A. After the first election in 2009, effective January 1st of the calendar year following an election, each Board Member shall hold office for a period of two (2) years OR until a successor is elected, a resignation is submitted to the President or Secretary or is removed from office for just cause. Each Board Member is eligible for re-election or election to another officer position for up to but not more than five (5) terms, consecutive or interrupted.
Section 14. Assistants to the Officers
- When deemed necessary, any Officer shall be allowed to appoint one or more members to assist with the duties of the office. All appointments must be approved by the Board.
Section 15. Meetings
- At least once a year, during the annual convention, the Board shall schedule one or more meetings. During the year, meetings may be conducted via email. A quorum of six (6) minimum Board members is required to conduct business at any meeting. The President or Vice-President and the Secretary must be in attendance at all meetings. All Officers are expected to attend the annual convention. Officers unable to attend shall submit the reason(s) in writing to the Secretary. After the second absence, the Board may remove the offending Officer by a vote of 2/3rds and disqualify the Officer from holding any office in the future.
Section 16. Vacancies and Resignations
- Vacancies on the Board may exist due to the death, resignation or removal of an Officer or when the number of authorized officers is increased. The Board shall fill the vacancy or the new position by a majority vote and the new Officer shall serve until the next election.
Resignation by any Officer must be submitted in writing to the President or the Secretary and shall become effective immediately unless a later date is specified.
ARTICLE IV – Membership
Section 1. Membership Oath
- In deliberative societies (assemblies), it is understood that members are required to be of honorable character and reputation. This society has the ultimate right to require that its members refrain from conduct injurious to the corporation and/or its purposes. No one shall be allowed to remain a member if his or her retention will do this type of harm. Any member whose character is suspect will be subject to disciplinary procedures. Reference: Robert's Rule Chapter XX Disciplinary Procedures, Pages 638 thru 657. Note: The Board has the right to deny membership to any applicant for just cause.
Section 2. Member Requirements
- Membership shall be open to any individual, organization or business that shall conform to the rules in Article II – Non-Profit Purposes, Section 2. Parliamentary Authority, Article IV - Membership and the Mission Statement.
- An individual membership consists of two persons living at the same address or a single person. Both persons of a couple shall have independent voting privileges.
- The name of an organization or business may be listed on the application in lieu of individual names for the membership. The name(s) of one or two individuals may be designated on the application for voting privileges. Only the individual(s) listed shall have independent voting privileges.
- Prospective members must support responsible private ownership of all species.
- Prospective members are required to complete an application and forward it with membership dues to the Treasurer.
Section 3. Rules Violations
- An Officer may be removed from office or a Member may be removed from the general membership for Cause by a vote of 2/3rds of the Board. Cause shall be defined as, but not limited to:
- Violation of Chapter IV – Membership, Section 1.
- Intentional mistreatment, gross neglect of or cruelty to an animal.
- Commission of any public act which knowingly serves to discredit or harm the reputation of the Corporation or its purposes as defined in the Bylaws.
- Commission of any criminal act against the Corporation or its Members.
- Misappropriation of Corporate funds.
Section 4. Disciplinary Procedures
- The Board shall be receptive to charges against any Officer or Member. Note: Any Officer who is the plaintiff or the defendant shall be excluded from involvement in any subsequent Board action. ALL PROCEEDINGS SHALL BE CONDUCTED IN COMPLETE CONFIDENCE. If the charges appear to have merit, the plaintiff shall be required to submit the charges in writing. The Board shall appoint one Officer to notify the accused of the complaint in an attempt to achieve a resolution and possibly avoid formal charges. If formal charges are necessary, the defendant shall have 14 days (two calendar weeks) to submit a reply. The Board shall review the facts presented, issue a ruling within one (1) week and notify the defendant. The ruling by the Board shall be final. All aspects and details of the Board action SHALL NOT be made public. If the defendant is expelled from USZA and any member inquires regarding the defendant's absence, the Board simply may state that the individual is no longer a member.
Section 5. Nominations and Elections
- Officers appointed to the Board in August, 2008 will be considered as automatically renominated unless notification to decline renomination is received in writing by the Secretary. In 2009 during convention, nominations with two valid member signatures shall be accepted from the floor during the convention. Candidates shall present their qualifications for an officer position during the general membership meeting and voting will follow. After a policy of nominations and elections via US Mail is adopted, members shall be considered properly nominated if the member is willing to accept the nomination and there are two (2) valid member's signatures on the document. Members may be nominated for multiple offices, but must choose one nomination and decline all others in writing to the Secretary no later than one week prior to the election. All nominations shall be mailed to the Secretary.
Section 6. Convention
- The USZA shall hold an annual convention with the inclusive dates and location to be determined by the Board and forwarded to the membership with sufficient advance notification. A schedule of events and activities shall be printed prior to the convention opening date.
Section 7. Membership Dues
- Membership dues, fees and other charges shall be determined by the Board.
Section 8. Disclaimer
- The Board of Directors shall not be personally liable for the debts, liabilities or other financial obligations of the Corporation.
- Public Notice: The USZA, due to the treasurer not filing the proper tax forms in 2009, had lost its 501c3 status. The USZA has filed and has paid the past dues owed with the IRS in early 2013. The USZA has been informed, the status is going through. Right now, until IRS finalization of the non-profit status, the USZA can accept memberships but no donations during this period are considered tax deductible as the IRS has classified the USZA as a 509a2 organization until the 501c3 is reinstated.