BYLAWS of LIFE WITH PIGS
ARTICLE I
NAME
The name of this corporation shall be Life with Pigs. The business of Life with Pigs may also be conducted under the name: Life with Pigs Farm Animal Sanctuary.
ARTICLE II
OBJECTIVES
Life with Pigs is a non-profit corporation that shall be operated exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations, under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Life with Pigs is dedicated to educating people about the injustices faced by animals and how we can better coexist with our fellow earthlings. We operate under the guiding principle that animals are our equals and deserve equal consideration for their needs and desires. We provide education through visiting and doing outreach in schools, libraries, and other public venues as well as utilizing social media channels and Life with Pigs’ website to provide information regarding the injustices that animals currently face and how humans can help to address these injustices. Our programs include sending out ambassadors to raise social consciousness about the cause of animal rights, and to hold fundraising events in order to provide immediate relief and assistance to animals in need, including animals that live on our Three Little Pig’s Farm Animal Sanctuary.
To maximize our ability to maximize the impact on current efforts, we may seek to collaborate with other non-profit organizations, as defined in Section 501(c) (3) of the Internal Revenue Code, which are operated exclusively for educational and charitable purposes, and other individuals or entities.
In order to support the mission of Life with Pigs and to maximize the resources available to Life of Pigs, the Board of Directors may enter into agreements with individuals, businesses, and other organizations that seek to be affiliated with Life with Pigs and support the mission of Life with Pigs. At the discretion of the Board of Directors, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at Life with Pigs website. Affiliates shall have no voting rights, and are not members of Life with Pigs. At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent.
At needed by Life with Pigs, the Board of Directors may approve internships or volunteer opportunities which provide opportunities for involvement by individuals, businesses, and other organizations in Life with Pigs’ activities and programs in order to have a greater impact for change.
ARTICLE III
MEMBERSHIP
Life with Pigs shall have no members who have any right to vote or title or interest in or to Life with Pigs.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Management of Life with Pigs. The business and affairs of Life with Pigs shall be overseen by its Directors, and managed by its President, subject to any requirement set forth by law, the Life with Pigs’ Articles of Incorporation, and these Bylaws.
Section 2. Qualifications. In order to be eligible to serve on the Board of Directors, an individual must be eighteen (18) years of age.
Section 3. Voting. Each Director is entitled to one vote on any issue before the Board.
Section 4. Number of Directors. The number of Directors shall be at least four (4) and no more than fifteen (15). Within these limits, the Board’ of Directors may increase the number of Directors up to fifteen (15) in the Board’s sole discretion, as Life with Pigs grows in the future.
Section 5. Composition of the Board. The Board of Directors shall consist of four Board officers, the Chair, the Vice Chair, the Secretary, and the Treasurer, and any remaining Directors currently serving on the Board.
Section 6. Term. A Board Director’s term of office is defined as one (1) year.
Section 7. Board Functions and Powers. The duties and powers of the Board of Directors of Life with Pigs shall include, but not be limited to:
Section 8. Board Director Elections. The Board shall nominate annually candidates for any unfilled Director position. The election of Directors to replace those who have fulfilled their term of office shall take place in January of each year.
Section 9. Compensation for Board Service. Directors shall receive no compensation for carrying out their duties as Directors. The Board may adopt policies providing for reasonable reimbursement of Directors for expenses incurred in conjunction with carrying out Board responsibilities, such as travel expenses to attend Board meetings.
Section 10. Compensation for Professional Services by Directors. Any financial transactions involving Board Directors and must be reviewed and approved in accordance with the Board Conflict of Interest policy and applicable federal and Virginia law. Directors are not restricted from being remunerated for professional services provided to Life with Pigs, provided that any remuneration has been approved in advance by the Board as reasonable, fair, and in the best interests of Life with Pigs.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings. The Board shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the Board.
Section 2. Annual Meeting. The annual meeting of Life with Pigs shall be held at a time and place designated by the Board to conduct such business as may properly come before the Board. Because there are no members, the Board may hold the Annual Meeting in conjunction with any Board meeting during the year.
Section 3. Special Meetings. In addition to the regularly scheduled Board meetings, a special meeting of the Board of Directors may be called at any time deemed appropriate by the Chair, Vice Chair, Secretary, or Treasurer of the Board of Directors for any purpose or purposes.
Section 4. Notice of Meetings. A notice stating the time and place of the annual meeting and special meetings shall be given to each Director not less than ten (10) nor more than sixty (60) days before the date of the meeting. Notices may be given personally, by prepaid or overnight mail, by electronic distribution, or any other method permitted by Virginia law. Any notice required by these Bylaws may be waived at any time by a Director entitled to receive the notice. The waiver shall be in writing, signed by the Director entitled to receive the notice, and filed with the minutes or records of Life with Pigs.
Section 5. Quorum. At any meeting of the Board, the presence of a majority of the Board members as of the date of the meeting shall constitute a quorum for the transaction of business. The act of a majority of the Board entitled to vote at a meeting at which a quorum is present shall be the act of the Board of Directors. No business shall be considered by the Board at any meeting at which a quorum is not present.
Section 6. Alternative Meeting Method. The Board may permit any or all Directors to participate in or to conduct regular or special meetings through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director serving as a Director participating in the meeting by this means is deemed to be present in person at the meeting.
Section 7. Action Without a Meeting. Action required or permitted to be taken at a Board of Directors' meeting may be taken without a meeting if the action is taken by all Directors. The action shall be evidenced by one or more written consents, including consents transmitted by electronic records such as email, stating the action taken and the time when it shall be effective, signed by each Director either before or after the action taken, and must be included in the minutes or filed with the corporate records of Life with Pigs to reflect the action taken. The action taken is effective when the last Director serving as a Director signs the consent, unless the consent specifies a different effective date. The intent of this provision is to allow the Board of Directors to use email to approve actions, as long as a quorum of Board members gives consent.
Section 8. Other Attendees at Board Meetings. The Board may invite attendees to any Board meeting, in the Board’s sole discretion. These invited individuals may attend and participate in discussions at Board meetings, but shall not have the right to vote.
ARTICLE VI
BOARD OFFICERS
Section 1. Board Officers. The Board shall have four Officers: the Chair, the Vice Chair, the Secretary, and the Treasurer.
Section 2. Qualifications. In order to be eligible to serve as a Board Officer, an individual must be eighteen (18) years of age.
Section 3. Term of Board Officers. A Board Officer’s term of office is one (1) year. Board Officers may not serve more than three (3) consecutive terms in the same Board office, but may serve in other officer positions for additional terms. The election of Directors to replace those who have fulfilled their term of office shall take place in January of each year. Each Board Officer’s term of office shall begin upon election and shall end upon the adjournment of the Board meeting during which a successor is elected.
Section 4. Duties of the Board Officers. Each Board Officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Board, or by the direction of an Officer authorized by the Board to prescribe the duties and authority of Board officers. The Board may also appoint additional officers as it deems expedient for the proper conduct of the business of Life with Pigs. One person may hold two or more Board offices, but no Board Officer may act in more than one capacity where action of two or more officers is required. The Board has authorized the Officers to perform the following duties:
ARTICLE VII
COMMITTEES
Section 1. Committees of the Board. The Board may have such standing and ad hoc committees as the Board deems advisable, in its sole discretion, to administer and conduct the affairs of Life with Pigs, and the Board may appoint persons to serve on each committee. The individuals appointed to the committees may include individuals who are not need not be restricted to Board Directors. Committees shall report to the Board and assume those duties which are assigned by the Board. A majority of individuals serving on any committee shall constitute a quorum.
Section 2. Permissible Committee Actions. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except for the actions specified in Article VII, Section 3 of these Bylaws.
Section 3. Prohibited Committee Actions. To comply with Virginia law, no committee, regardless of Board resolution, may:
Section 4. Meetings and Action of Committees.
Meetings and actions of the committees shall be governed by, and held and taken in accordance with, the provisions of Article V of these Bylaws concerning meetings of the Directors, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules governing Board committees that are not inconsistent with these Bylaws.
ARTICLE VIII
LIFE WITH PIGS CORPORATE OFFICERS
Section 1. President and Chief Executive Officer. The Board of Directors may appoint an individual to serve as the President of Life with Pigs, who shall be an employee and the officer authorized to take any action, to sign and deliver any instrument, and to pay any monies in the name of, and on behalf of, Life with Pigs.
Section 2. Other Officers. The Board may appoint from time to time such other officers with those powers and duties that the Board deems necessary to conduct the business of Life with Pigs.
ARTICLE IX
CONTRACTS, CHECKS, LOANS, INDEMNIFICATION AND RELATED MATTERS
Section 1. Contracts and other Writings. Except as otherwise provided by resolution of the Board or Board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of Life with Pigs shall be executed on its behalf by the Treasurer or other persons to whom the Board has delegated authority to execute such documents in accordance with policies approved by the Board.
Section 2. Checks, Drafts. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of Life with Pigs, shall be signed by such officer or officers, agent or agents, of Life with Pigs and in such manner as shall from time to time be determined by resolution of the Board.
Section 3. Deposits. All funds of Life with Pigs not otherwise designated for use by the Board shall be deposited from time to time to the credit of Life with Pigs in any banks, trust companies, or other depository as the Board or a designated committee of the Board may select.
Section 4. Loans. No loans shall be contracted on behalf of Life with Pigs and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.
Section 5. Indemnification. Absent fraud or knowing criminal malfeasance by a Director or Officer, Life with Pigs shall indemnify the Board Directors and Board Officers and provide them with the indemnification, defense, and advancement for expenses in defending civil actions specified in the Articles of Incorporation of Life with Pigs.
ARTICLE X
CONFLICT OF INTEREST
Section 1. Conflict of Interest. The Board shall adopt and periodically review a Conflict of Interest Policy to protect Life with Pigs’ interest when it is contemplating any transaction or arrangement which may benefit any Director, officer, employee, volunteer, intern, affiliate, or member of a committee with Board-delegated powers.
Section 2. Nondiscrimination Policy. It is the policy of Life with Pigs not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, pregnancy, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin. The Directors, Officers, committee members, employees, volunteers, interns, affiliates, and persons served by Life with Pigs shall be selected entirely on a nondiscriminatory basis.
ARTICLE XI
COUNTERTERRORISM AND DUE DILIGENCE POLICY
In furtherance of its tax-exempt status, Life of Pigs may accept contributions from other organizations, domestic or foreign. Life with Pigs shall stipulate how the funds will be used and shall require the recipient to provide Life with Pigs with detailed records and financial proof of how the funds were utilized.
Although adherence and compliance with the U.S. Department of the Treasury’s publication entitled the “Voluntary Best Practice for U.S.-Based Charities,” is not mandatory, Life with Pigs willfully and voluntarily recognizes and complies with these guidelines and suggestions to reduce, develop, re-evaluate, and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.
Life with Pigs shall also comply and follow federal guidelines, suggestion, laws, and limitations in federal or state law related to combating terrorist financing, which include, but are not limited to, various sanctions’ programs administered by the Office of Foreign Assets Control (OFAC) in regard to any Life with Pigs’ foreign activities.
ARTICLE XII
DOCUMENT RETENTION POLICY
Section 1. Purpose. The purpose of this Document Retention Policy is to establish standards to document integrity, retention, and destruction, and to promote the proper treatment of Life with Pigs’ records.
Section 2. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or as required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records. Where possible, Life with Pigs shall adopt a digital, non-paper filing, and retention system.
From time to time, Life with Pigs may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, subject to any documents that must be retained for litigation or other reason approved by the Board.
Section 3. Exception for Litigation-Relevant Documents. Life with Pigs expects all Directors, Officers, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all Directors officers, and employees should note the following general exception to any stated destruction schedule:
If an employee believes, or Life with Pigs informs an employee, that corporate records are relevant to litigation, or potential litigation (i.e., a dispute that could result in litigation), Directors, Officers, and employees must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.
Section 4. Minimum Retention Periods for Specific Categories. The following retention periods will apply to these classes of records:
Section 5. Electronic Mail. For all Life with Pigs email, the retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy. E-mail that needs to be saved should be either:
ARTICLE XIII
TRANSPARENCY AND ACCOUNTABILITY
DISCLOSURE OF FINANCIAL INFORMATION
Section 1. Purpose. By making full and accurate information about its mission, activities, finances, and governance publicly available, Life with Pigs practices and encourages transparency and accountability to the general public. This Policy will:
Section 2. Financial and IRS documents. Life with Pigs make Forms 1023, 990, 990-T, and 5227 that have been filed with the Internal Revenue Service, its Bylaws, Conflict of Interest Policy, and financial statements available for inspection by the general public free of charge.
Section 3. Means and Conditions of Disclosure. Life with Pigs shall make “Widely Available” the documents specified in Article XIII, Section 2 on its internet website www.lifewithpigs.com to be viewed and inspected by the general public.
Section 4. IRS Annual Information Returns (Form 990). Life with Pigs shall submit the Form 990 to its Board of Directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under federal law, Life with Pigs’ Form 990 shall be submitted to each member of the Board of Directors via hard copy or email at least ten (10) days before the Form 990 is filed with the IRS.
Section 5. Board Meeting Deliberations and Documents.
CODES OF ETHICS AND WHISTLEBLOWER POLICY
Section 1. Purpose. Life with Pigs requires and encourages Directors, Officers, employees, volunteers, and interns to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of Life with Pigs must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of Life with Pigs to adhere to all laws and regulations that apply to Life with Pigs and the underlying purpose of this policy is to support Life with Pigs’ goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations. This policy shall be made available to all Directors, officers, staffs or employees, who shall have the opportunity and are encouraged to ask questions about the policy.
Section 2. Reporting Violations. It is the responsibility of all Directors, Officers, and employees to comply with corporate policies and procedures, and to report violations, suspected violations, or any questionable situation regarding Life with Pigs’ accounting, internal accounting controls, or auditing matters; violations of law, rule, or regulation; and waste, fraud, or abuse in accordance with this policy.
Section 3. Designated Complaint Recipient. If any Director, Officer, staff or employee reasonably believes that some policy, practice, or activity of Life with Pigs is in violation of law or demonstrates waste, fraud, and abuse, a written complaint must be filed by that person with the Chair or Vice Chair of the Board of Directors, who will investigate the complaint and report the investigation results to the Board of Directors.
Section 4. Acting in Good Faith. Anyone filing a complaint concerning a violation or suspected violation of a law or regulation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which are proven to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.
Section 4. Retaliation. Life with Pigs shall not retaliate against any Director, Officer, staff, or employee who in good faith, has made a protest, raised a complaint, or disclosed some practice of Life with Pigs or of another individual or entity with whom Life with Pigs has a business relationship on the basis of a reasonable belief that the practice is in violation of law, or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
Section 5. Confidentiality. Complaints concerning violations or suspected violations of this policy may be submitted on a confidential basis by Directors, Officers, or employees, or may be submitted anonymously. Complaints will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Section 6. Handling of Reported Violations. The Board Chair or Vice Chair shall notify the complainant and acknowledge receipt of the complaint within five (5) business days. All reports shall be promptly investigated by the Board or the Board’s designated representative, and appropriate corrective action shall be taken if warranted by the investigation.
ARTICLE XV
GENERAL
Section 1. Books and Records. Life with Pigs shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board of Directors, a record of all actions taken by Board of Directors without a meeting, and a record of all actions taken by committees of the Board. In addition, Life with Pigs shall keep a copy of Life with Pigs’ Articles of Incorporation and Bylaws, as amended to date.
Section 2. Fiscal Year. The fiscal year of Life with Pigs shall be from January 1 to December 31 of each year, unless otherwise determined by the Board of Directors, in its sole discretion.
Section 3. Bylaw Amendment. The Board of Directors shall have the power to make, amend, and repeal the Bylaws of Life with Pigs at any time; provided, however, that no amendment shall be made to these Bylaws which would cause Life with Pigs to cease to qualify as a Section 501(c)(3) corporation of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code. The Board will post a copy of the current Bylaws on Life with Pigs’ web site.
Section 4. Severability. In the event that any provision of these Bylaws is subsequently rendered invalid by a court of law or future laws of the Commonwealth of Virginia, the remaining provisions shall be construed as if the invalid provision were not included in these Bylaws.
ARTICLE I
NAME
The name of this corporation shall be Life with Pigs. The business of Life with Pigs may also be conducted under the name: Life with Pigs Farm Animal Sanctuary.
ARTICLE II
OBJECTIVES
Life with Pigs is a non-profit corporation that shall be operated exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations, under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Life with Pigs is dedicated to educating people about the injustices faced by animals and how we can better coexist with our fellow earthlings. We operate under the guiding principle that animals are our equals and deserve equal consideration for their needs and desires. We provide education through visiting and doing outreach in schools, libraries, and other public venues as well as utilizing social media channels and Life with Pigs’ website to provide information regarding the injustices that animals currently face and how humans can help to address these injustices. Our programs include sending out ambassadors to raise social consciousness about the cause of animal rights, and to hold fundraising events in order to provide immediate relief and assistance to animals in need, including animals that live on our Three Little Pig’s Farm Animal Sanctuary.
To maximize our ability to maximize the impact on current efforts, we may seek to collaborate with other non-profit organizations, as defined in Section 501(c) (3) of the Internal Revenue Code, which are operated exclusively for educational and charitable purposes, and other individuals or entities.
In order to support the mission of Life with Pigs and to maximize the resources available to Life of Pigs, the Board of Directors may enter into agreements with individuals, businesses, and other organizations that seek to be affiliated with Life with Pigs and support the mission of Life with Pigs. At the discretion of the Board of Directors, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at Life with Pigs website. Affiliates shall have no voting rights, and are not members of Life with Pigs. At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent.
At needed by Life with Pigs, the Board of Directors may approve internships or volunteer opportunities which provide opportunities for involvement by individuals, businesses, and other organizations in Life with Pigs’ activities and programs in order to have a greater impact for change.
ARTICLE III
MEMBERSHIP
Life with Pigs shall have no members who have any right to vote or title or interest in or to Life with Pigs.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Management of Life with Pigs. The business and affairs of Life with Pigs shall be overseen by its Directors, and managed by its President, subject to any requirement set forth by law, the Life with Pigs’ Articles of Incorporation, and these Bylaws.
Section 2. Qualifications. In order to be eligible to serve on the Board of Directors, an individual must be eighteen (18) years of age.
Section 3. Voting. Each Director is entitled to one vote on any issue before the Board.
Section 4. Number of Directors. The number of Directors shall be at least four (4) and no more than fifteen (15). Within these limits, the Board’ of Directors may increase the number of Directors up to fifteen (15) in the Board’s sole discretion, as Life with Pigs grows in the future.
Section 5. Composition of the Board. The Board of Directors shall consist of four Board officers, the Chair, the Vice Chair, the Secretary, and the Treasurer, and any remaining Directors currently serving on the Board.
Section 6. Term. A Board Director’s term of office is defined as one (1) year.
- Directors shall hold office until a successor is elected.
- Directors may serve terms in succession.
- Terms of the Directors may be staggered so that approximately half of the Directors will end their term in any given year.
- Each Director’s term of office shall begin on January 1 and end on December 31 of each year.
Section 7. Board Functions and Powers. The duties and powers of the Board of Directors of Life with Pigs shall include, but not be limited to:
- Conducting Meetings. At the direction of the Board, the Chair shall assemble agendas and conduct meetings.
- Committees of the Board. The Board may create, activate, and dissolve committees for specific needs and purposes, in accordance with the objectives of Life with Pigs, as the Board deems advisable, in its sole discretion, to administer and conduct the affairs of Life with Pigs. The Board may appoint persons to serve on each committee. The individuals appointed to committees need not be restricted to Board Directors. Committees shall report to the Board and assume those duties which are assigned by the Board. A majority of individuals serving on any committee shall constitute a quorum. Together with the Board of Directors, the Chair may designate committee members as may be required to properly conduct the business of Life with Pigs.
- Election of Board Officers. The Board shall elect Board Officers annually. The Board Officers shall be the Chair, the Vice Chair, the Secretary, and the Treasurer. Each Board Officer shall have the authority to perform and shall perform the duties set forth in these Bylaws or by resolution of the Board, or by the direction of an officer authorized by the Board to prescribe the duties and authority of Board Officers. The Board may also appoint additional Officers as it deems expedient for the proper conduct of the business of Life with Pigs.
- Duties of Other Directors. Other Directors shall perform such duties and have such powers as may be assigned by the Board of Directors and as permitted by law.
- Board Vacancy. The unexpired term of any Board vacancy may be filled by any individual upon a majority vote of the Board of Directors.
- Removal of Directors. A Director may be removed by majority vote of the Board of Directors then in office, if:
- the Director is absent and unexcused from two or more meetings of the Board of Directors in a twelve-month period, provided that the Chair of the Board is empowered to excuse Directors from attendance at a meeting for a reason deemed adequate by the Board Chair. The Board shall determine if the reason for an absence by the Chair is adequate.
- for cause or no cause, if before any meeting of the Board at which a vote on removal will be made the Director in question is given electronic or written notification of the Board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the Board.
- Accept Resignations. Any Director may resign by submitting written notice to the Board with an effective date.
Section 8. Board Director Elections. The Board shall nominate annually candidates for any unfilled Director position. The election of Directors to replace those who have fulfilled their term of office shall take place in January of each year.
Section 9. Compensation for Board Service. Directors shall receive no compensation for carrying out their duties as Directors. The Board may adopt policies providing for reasonable reimbursement of Directors for expenses incurred in conjunction with carrying out Board responsibilities, such as travel expenses to attend Board meetings.
Section 10. Compensation for Professional Services by Directors. Any financial transactions involving Board Directors and must be reviewed and approved in accordance with the Board Conflict of Interest policy and applicable federal and Virginia law. Directors are not restricted from being remunerated for professional services provided to Life with Pigs, provided that any remuneration has been approved in advance by the Board as reasonable, fair, and in the best interests of Life with Pigs.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings. The Board shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the Board.
Section 2. Annual Meeting. The annual meeting of Life with Pigs shall be held at a time and place designated by the Board to conduct such business as may properly come before the Board. Because there are no members, the Board may hold the Annual Meeting in conjunction with any Board meeting during the year.
Section 3. Special Meetings. In addition to the regularly scheduled Board meetings, a special meeting of the Board of Directors may be called at any time deemed appropriate by the Chair, Vice Chair, Secretary, or Treasurer of the Board of Directors for any purpose or purposes.
Section 4. Notice of Meetings. A notice stating the time and place of the annual meeting and special meetings shall be given to each Director not less than ten (10) nor more than sixty (60) days before the date of the meeting. Notices may be given personally, by prepaid or overnight mail, by electronic distribution, or any other method permitted by Virginia law. Any notice required by these Bylaws may be waived at any time by a Director entitled to receive the notice. The waiver shall be in writing, signed by the Director entitled to receive the notice, and filed with the minutes or records of Life with Pigs.
Section 5. Quorum. At any meeting of the Board, the presence of a majority of the Board members as of the date of the meeting shall constitute a quorum for the transaction of business. The act of a majority of the Board entitled to vote at a meeting at which a quorum is present shall be the act of the Board of Directors. No business shall be considered by the Board at any meeting at which a quorum is not present.
Section 6. Alternative Meeting Method. The Board may permit any or all Directors to participate in or to conduct regular or special meetings through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director serving as a Director participating in the meeting by this means is deemed to be present in person at the meeting.
Section 7. Action Without a Meeting. Action required or permitted to be taken at a Board of Directors' meeting may be taken without a meeting if the action is taken by all Directors. The action shall be evidenced by one or more written consents, including consents transmitted by electronic records such as email, stating the action taken and the time when it shall be effective, signed by each Director either before or after the action taken, and must be included in the minutes or filed with the corporate records of Life with Pigs to reflect the action taken. The action taken is effective when the last Director serving as a Director signs the consent, unless the consent specifies a different effective date. The intent of this provision is to allow the Board of Directors to use email to approve actions, as long as a quorum of Board members gives consent.
Section 8. Other Attendees at Board Meetings. The Board may invite attendees to any Board meeting, in the Board’s sole discretion. These invited individuals may attend and participate in discussions at Board meetings, but shall not have the right to vote.
ARTICLE VI
BOARD OFFICERS
Section 1. Board Officers. The Board shall have four Officers: the Chair, the Vice Chair, the Secretary, and the Treasurer.
Section 2. Qualifications. In order to be eligible to serve as a Board Officer, an individual must be eighteen (18) years of age.
Section 3. Term of Board Officers. A Board Officer’s term of office is one (1) year. Board Officers may not serve more than three (3) consecutive terms in the same Board office, but may serve in other officer positions for additional terms. The election of Directors to replace those who have fulfilled their term of office shall take place in January of each year. Each Board Officer’s term of office shall begin upon election and shall end upon the adjournment of the Board meeting during which a successor is elected.
Section 4. Duties of the Board Officers. Each Board Officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Board, or by the direction of an Officer authorized by the Board to prescribe the duties and authority of Board officers. The Board may also appoint additional officers as it deems expedient for the proper conduct of the business of Life with Pigs. One person may hold two or more Board offices, but no Board Officer may act in more than one capacity where action of two or more officers is required. The Board has authorized the Officers to perform the following duties:
- The Board Chair shall be the Chief Volunteer Officer of Life with Pigs. The Board President shall lead the Board of Directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the Board of Directors, and shall perform all other duties incident to the office or properly required by the Board of Directors.
- The Board Vice Chair shall lead the Board of Directors in performing its duties and responsibilities in the absence of the Chair, including, if present, presiding at all meetings of the Board of Directors, and shall perform all other duties incident to the office or properly required by the Board of Directors.
- The Secretary shall keep or cause to be kept a book of minutes of all meetings and actions of Directors and committees of Directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The Secretary shall cause notice to be given of all meetings of Directors and committees as required by the Bylaws. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Board President. Whenever the Board of Directors approves any amendments or changes to the existing Life with Pigs’ Bylaws, the Secretary shall certify that the Bylaws in the corporate records or posted on Life with Pigs’ web site constitute a complete, true, and correct copy of the Bylaws of Life with Pigs and that these Bylaws were approved by the Life with Pigs’ Board of Directors with the date of Board approval and the signature of the Board Secretary.
- The Treasurer shall be the lead Director for oversight of the financial condition and affairs of Life with Pigs. The Treasurer shall oversee and keep the Board informed of the financial condition of Life with Pigs and of audit or financial review results. In conjunction with other Directors or Officers, the Treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of Life with Pigs, are made available to the Board of Directors on a timely basis or as may be required by the Board of Directors. The Treasurer shall perform all duties properly required by the Board of Directors or the Board President.
ARTICLE VII
COMMITTEES
Section 1. Committees of the Board. The Board may have such standing and ad hoc committees as the Board deems advisable, in its sole discretion, to administer and conduct the affairs of Life with Pigs, and the Board may appoint persons to serve on each committee. The individuals appointed to the committees may include individuals who are not need not be restricted to Board Directors. Committees shall report to the Board and assume those duties which are assigned by the Board. A majority of individuals serving on any committee shall constitute a quorum.
Section 2. Permissible Committee Actions. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except for the actions specified in Article VII, Section 3 of these Bylaws.
Section 3. Prohibited Committee Actions. To comply with Virginia law, no committee, regardless of Board resolution, may:
- take any final action on matters which also require Board Directors’ approval;
- fill vacancies on the Board of Directors on any committee which has the authority of the Board;
- adopt, amend or repeal the Articles of Incorporation or Bylaws;
- amend or repeal any resolution of the Board of Directors;
- appoint any other committees of the Board of Directors or the members of these committees;
- fill vacancies on the board or on any of its committees;
- approve a plan of merger not requiring member approval.
- expend corporate funds to support a nominee for Director; or
- approve any transaction:
- to which Life with Pigs corporation is a party and one or more Directors have a material financial interest; or
- between Life with Pigs and one or more of its Directors; or
- between Life with Pigs or any person related to a Director or any entity in which one or more of its Directors have a material financial interest
Section 4. Meetings and Action of Committees.
Meetings and actions of the committees shall be governed by, and held and taken in accordance with, the provisions of Article V of these Bylaws concerning meetings of the Directors, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules governing Board committees that are not inconsistent with these Bylaws.
ARTICLE VIII
LIFE WITH PIGS CORPORATE OFFICERS
Section 1. President and Chief Executive Officer. The Board of Directors may appoint an individual to serve as the President of Life with Pigs, who shall be an employee and the officer authorized to take any action, to sign and deliver any instrument, and to pay any monies in the name of, and on behalf of, Life with Pigs.
Section 2. Other Officers. The Board may appoint from time to time such other officers with those powers and duties that the Board deems necessary to conduct the business of Life with Pigs.
ARTICLE IX
CONTRACTS, CHECKS, LOANS, INDEMNIFICATION AND RELATED MATTERS
Section 1. Contracts and other Writings. Except as otherwise provided by resolution of the Board or Board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of Life with Pigs shall be executed on its behalf by the Treasurer or other persons to whom the Board has delegated authority to execute such documents in accordance with policies approved by the Board.
Section 2. Checks, Drafts. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of Life with Pigs, shall be signed by such officer or officers, agent or agents, of Life with Pigs and in such manner as shall from time to time be determined by resolution of the Board.
Section 3. Deposits. All funds of Life with Pigs not otherwise designated for use by the Board shall be deposited from time to time to the credit of Life with Pigs in any banks, trust companies, or other depository as the Board or a designated committee of the Board may select.
Section 4. Loans. No loans shall be contracted on behalf of Life with Pigs and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.
Section 5. Indemnification. Absent fraud or knowing criminal malfeasance by a Director or Officer, Life with Pigs shall indemnify the Board Directors and Board Officers and provide them with the indemnification, defense, and advancement for expenses in defending civil actions specified in the Articles of Incorporation of Life with Pigs.
ARTICLE X
CONFLICT OF INTEREST
Section 1. Conflict of Interest. The Board shall adopt and periodically review a Conflict of Interest Policy to protect Life with Pigs’ interest when it is contemplating any transaction or arrangement which may benefit any Director, officer, employee, volunteer, intern, affiliate, or member of a committee with Board-delegated powers.
Section 2. Nondiscrimination Policy. It is the policy of Life with Pigs not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, pregnancy, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin. The Directors, Officers, committee members, employees, volunteers, interns, affiliates, and persons served by Life with Pigs shall be selected entirely on a nondiscriminatory basis.
ARTICLE XI
COUNTERTERRORISM AND DUE DILIGENCE POLICY
In furtherance of its tax-exempt status, Life of Pigs may accept contributions from other organizations, domestic or foreign. Life with Pigs shall stipulate how the funds will be used and shall require the recipient to provide Life with Pigs with detailed records and financial proof of how the funds were utilized.
Although adherence and compliance with the U.S. Department of the Treasury’s publication entitled the “Voluntary Best Practice for U.S.-Based Charities,” is not mandatory, Life with Pigs willfully and voluntarily recognizes and complies with these guidelines and suggestions to reduce, develop, re-evaluate, and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.
Life with Pigs shall also comply and follow federal guidelines, suggestion, laws, and limitations in federal or state law related to combating terrorist financing, which include, but are not limited to, various sanctions’ programs administered by the Office of Foreign Assets Control (OFAC) in regard to any Life with Pigs’ foreign activities.
ARTICLE XII
DOCUMENT RETENTION POLICY
Section 1. Purpose. The purpose of this Document Retention Policy is to establish standards to document integrity, retention, and destruction, and to promote the proper treatment of Life with Pigs’ records.
Section 2. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or as required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records. Where possible, Life with Pigs shall adopt a digital, non-paper filing, and retention system.
From time to time, Life with Pigs may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, subject to any documents that must be retained for litigation or other reason approved by the Board.
Section 3. Exception for Litigation-Relevant Documents. Life with Pigs expects all Directors, Officers, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all Directors officers, and employees should note the following general exception to any stated destruction schedule:
If an employee believes, or Life with Pigs informs an employee, that corporate records are relevant to litigation, or potential litigation (i.e., a dispute that could result in litigation), Directors, Officers, and employees must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.
Section 4. Minimum Retention Periods for Specific Categories. The following retention periods will apply to these classes of records:
- Corporate Documents. Corporate records, including but not limited to, Life with Pigs’ Articles of Incorporation, Bylaws, and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.
- Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning Life with Pigs’ revenues. Tax records should be retained for at least seven (7) years from the date of filing the applicable return.
- Employment Records/Personnel Records. State and federal statutes require Life with Pigs to keep certain recruitment, employment and personnel information. Life with Pigs should also keep personnel files that reflect performance reviews and any complaints brought against Life with Pigs or individual employees under applicable state and federal laws. Life with Pigs should also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three (3) years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven (7) years.
- Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in Life with Pigs’ minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three (3) years by Life with Pigs.
- Press Releases/Public Filings. Life with Pigs should retain permanent copies of all press releases and publicly filed documents under the theory that Life with Pigs should have its own copy to test the accuracy of any document a member of the public can theoretically produce against Life with Pigs.
- Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten (10) years, unless they are subject to Article XII, Section 3, which shall be preserved as litigation-relevant documents.
- Marketing and Sales Documents. Life with Pigs should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three (3) years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three (3) years beyond the life of the document.
- Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents, trademarks, service marks, and copyrights). Life with Pigs should keep all documents designated as containing trade secret information for at least the life of the trade secret.
The documents detailing the development process are often also of value to Life with Pigs and are protected as a trade secret where Life with Pigs:
- derives independent economic value from the secrecy of the information; and/or
- has taken affirmative steps to keep the information confidential.
- Contracts. Final, execution copies of all contracts entered into by Life with Pigs should be retained. Life with Pigs should retain copies of the final contracts for at least three (3) years beyond the life of the agreement, and longer in the case of publicly-filed contracts.
- Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two (2) years.
- Banking and Accounting Records. Accounts payable ledgers and schedules should be kept for seven (7) years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three (3) years. Any inventories of products, materials, and supplies and any invoices should be kept for seven (7) years.
- Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
- Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three (3) years.
Section 5. Electronic Mail. For all Life with Pigs email, the retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy. E-mail that needs to be saved should be either:
- printed in hard copy and kept in the appropriate file; or
- downloaded to a computer file and kept electronically or on disk as a separate file.
ARTICLE XIII
TRANSPARENCY AND ACCOUNTABILITY
DISCLOSURE OF FINANCIAL INFORMATION
Section 1. Purpose. By making full and accurate information about its mission, activities, finances, and governance publicly available, Life with Pigs practices and encourages transparency and accountability to the general public. This Policy will:
- indicate which documents and materials produced by Life with Pigs are presumptively available to staff and/or the public,
- indicate which documents and materials produced by Life with Pigs are presumptively closed to staff and/or the public, and
- specify the procedures whereby the open/closed status of documents and materials can be altered.
Section 2. Financial and IRS documents. Life with Pigs make Forms 1023, 990, 990-T, and 5227 that have been filed with the Internal Revenue Service, its Bylaws, Conflict of Interest Policy, and financial statements available for inspection by the general public free of charge.
Section 3. Means and Conditions of Disclosure. Life with Pigs shall make “Widely Available” the documents specified in Article XIII, Section 2 on its internet website www.lifewithpigs.com to be viewed and inspected by the general public.
- The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, including, but not limited to, contributor lists).
- The website shall clearly inform readers that the document is available and provide instructions for downloading it.
- Life with Pigs shall not charge a fee for downloading the information.
- Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).
- Life with Pigs shall inform anyone requesting the information where this information can be found, including the web address.
- This information must be provided as soon as possible for in-person requests and within seven (7) days for mailed requests.
Section 4. IRS Annual Information Returns (Form 990). Life with Pigs shall submit the Form 990 to its Board of Directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under federal law, Life with Pigs’ Form 990 shall be submitted to each member of the Board of Directors via hard copy or email at least ten (10) days before the Form 990 is filed with the IRS.
Section 5. Board Meeting Deliberations and Documents.
- Board Meetings. All Board deliberations shall be open to the public, except Board-designated executive sessions needed to discuss confidential or personnel matters and any portion of any meeting where the Board passes a motion to exclude any specific part of a meeting as confidential.
- Board Records. All Board minutes shall be open to the public once approved by the Board, except where the Board passes a motion to exclude any specific portion as confidential.
- Documents Prepared for or Reviewed by the Board at a Meeting. All papers and materials considered by the Board shall be open to the public following the meeting at which they are considered, except where the Board passes a motion to exclude any specific paper or material as confidential.
- Staff Records. All staff records shall be available for consultation by the staff member concerned or by their legal representatives, unless the Board has determined that the record is confidential and will not be released. No staff records shall be made available to any person outside Life with Pigs except as required or permitted by law. Within Life with Pigs, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member; provided that the Board of Directors shall have the right to review staff records upon request.
- Donor Records. All donor records shall be available for consultation by the donors concerned or by their legal representatives. No donor records shall be made available to any other person outside Life with Pigs, as required or permitted by law. Within Life with Pigs, donor records shall be made available only to those persons with managerial or other responsibilities for dealing with those donors; provided that the Board of Directors shall have the right to review donor records upon request.
CODES OF ETHICS AND WHISTLEBLOWER POLICY
Section 1. Purpose. Life with Pigs requires and encourages Directors, Officers, employees, volunteers, and interns to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of Life with Pigs must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of Life with Pigs to adhere to all laws and regulations that apply to Life with Pigs and the underlying purpose of this policy is to support Life with Pigs’ goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations. This policy shall be made available to all Directors, officers, staffs or employees, who shall have the opportunity and are encouraged to ask questions about the policy.
Section 2. Reporting Violations. It is the responsibility of all Directors, Officers, and employees to comply with corporate policies and procedures, and to report violations, suspected violations, or any questionable situation regarding Life with Pigs’ accounting, internal accounting controls, or auditing matters; violations of law, rule, or regulation; and waste, fraud, or abuse in accordance with this policy.
Section 3. Designated Complaint Recipient. If any Director, Officer, staff or employee reasonably believes that some policy, practice, or activity of Life with Pigs is in violation of law or demonstrates waste, fraud, and abuse, a written complaint must be filed by that person with the Chair or Vice Chair of the Board of Directors, who will investigate the complaint and report the investigation results to the Board of Directors.
Section 4. Acting in Good Faith. Anyone filing a complaint concerning a violation or suspected violation of a law or regulation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which are proven to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.
Section 4. Retaliation. Life with Pigs shall not retaliate against any Director, Officer, staff, or employee who in good faith, has made a protest, raised a complaint, or disclosed some practice of Life with Pigs or of another individual or entity with whom Life with Pigs has a business relationship on the basis of a reasonable belief that the practice is in violation of law, or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
Section 5. Confidentiality. Complaints concerning violations or suspected violations of this policy may be submitted on a confidential basis by Directors, Officers, or employees, or may be submitted anonymously. Complaints will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Section 6. Handling of Reported Violations. The Board Chair or Vice Chair shall notify the complainant and acknowledge receipt of the complaint within five (5) business days. All reports shall be promptly investigated by the Board or the Board’s designated representative, and appropriate corrective action shall be taken if warranted by the investigation.
ARTICLE XV
GENERAL
Section 1. Books and Records. Life with Pigs shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board of Directors, a record of all actions taken by Board of Directors without a meeting, and a record of all actions taken by committees of the Board. In addition, Life with Pigs shall keep a copy of Life with Pigs’ Articles of Incorporation and Bylaws, as amended to date.
Section 2. Fiscal Year. The fiscal year of Life with Pigs shall be from January 1 to December 31 of each year, unless otherwise determined by the Board of Directors, in its sole discretion.
Section 3. Bylaw Amendment. The Board of Directors shall have the power to make, amend, and repeal the Bylaws of Life with Pigs at any time; provided, however, that no amendment shall be made to these Bylaws which would cause Life with Pigs to cease to qualify as a Section 501(c)(3) corporation of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code. The Board will post a copy of the current Bylaws on Life with Pigs’ web site.
Section 4. Severability. In the event that any provision of these Bylaws is subsequently rendered invalid by a court of law or future laws of the Commonwealth of Virginia, the remaining provisions shall be construed as if the invalid provision were not included in these Bylaws.
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