ARTICLE I. NAME OF ORGANIZATION
The name of the corporation is Heroes and Horses Healing, Inc., which shall also be known as HHHvets.
ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
This corporation is organized exclusively for charitable purposes to benefit Veterans and their families who deal with symptoms associated with Post Traumatic Stress Disorder (PTSD), and with other disorders and challenges of life associated with military service, as may be determined by the Board of Directors. Such purposes shall also include assisting active duty military members and their families in dealing with the adverse effects of combat zone deployments, with the intent of mitigating those stress factors which lead to PTSD, and helping those members and their families live a better life. The term “Veterans”, as used in this document, shall include honorably discharged Veterans as well as active duty service members.
All services shall be provided free of charge to Veterans and their families.
Section 2. Specific Purpose
HHHvets shall provide Equine Assisted Therapy (EAT) and other forms of therapy and activities to assist targeted Veterans and their families.
The specific objectives and purpose of this organization shall be:
To provide EAT classes and clinics for Veterans and their families coping with the effects of PTSD and other disorders and challenges resulting from military service; To provide horses, facilities, equipment and the services of trained therapists and volunteers for participants to engage in equine and other activities that provide therapeutic and recreational value;
To, whenever practical, use Rescued Horses in HHHvets activities, in order to provide a mutual benefit to the human participants and the Rescued Horses;
To provide sustenance, shelter, rehabilitation, healthcare and training for rescued horses which are, or are expected to be used in HHHvets programs;
To sponsor, host and/or participate in events and activities that promote the goals of HHHvets.
ARTICLE III. MEMBERSHIP
The voting authority of the Corporation shall be vested in Board of Directors. Individual Members of the Board of Directors shall be referred to as “Directors”. Non-voting membership will consist of members of the Advisory Council, who shall be appointed by the Executive Committee.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than nineteen (19). The following are the officers: Chairman of the Board (Chairman), Vice-Chairman of the Board (Vice-Chairman), Secretary, and Treasurer.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All new members of the Board of Directors and Advisory Council must be approved by a majority vote of the members present and voting. Each member of the Board of Directors shall hold office for up to a three-year term as designated by the Executive Committee, following the procedures outlined below:
Newly elected members of the Board of Directors who have not served before shall serve initial one-year terms. At the conclusion of the initial one-year term, members of the Board of Directors may serve additional three-year terms. Their terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of all members of the Board of Directors shall expire. There will be no limit to the number of consecutive terms served by a member of the Board of Directors.
Section 3. Meetings
All meetings of the Board of Directors shall be in person, but members may join by telephone or email or other electronic participation as provided for by the Chairman or the Executive Committee. In a situation where a physical meeting is not possible for an extended period of time, the Chairman may arrange for a meeting of the board via a conference call.
Section 3.1. Annual Meetings
An annual meeting of the members shall take place in the last quarter of each calendar year, the specific date, time and location of which will be designated by the Chairman. At the annual meeting the voting members shall elect directors and officers, receive reports on the activities of the association, review the financial standing of the association, and determine the direction of HHHvets for the coming year.
Section 3.2 Special Meetings
Special meetings may be called by the Chairman, the Executive Committee, or a simple majority of the Board of Directors. A petition signed or affirmed by a majority of the voting members may also call a special meeting. Such petition can be circulated in writing or via electronic means. Electronic petitions may be affirmed by a member by sending an email, with the petition attached, to the Chairman, stating that he or she affirms the petition.
Section 3.3 Notice of Meetings
Written notice of each meeting shall be given to each voting member, by mail or email, not less than 24 hours prior to the meeting.
Section 3.4. Quorum
The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws. A quorum shall consist of six (6) or more members. This number must include any two (2) of the three (3) members of the Executive Committee.
Section 4. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the Executive Committee. If an appropriate candidate cannot be identified, the vacancy will remain on the agenda of each board meeting until that position is filled, or until the board decides to reduce the required number of members of the board.
Section 5. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors. Also, the Co-founders of the corporation, Joseph L. and Claudia N. Cottingham, shall not receive any compensation for their services as directors or officers. They may, however, be reimbursed for necessary out-of-pocket expenses when such reimbursement is authorized by the Executive Committee. Board of Directors members and staff, as well as other volunteers, will be reimbursed for necessary out-of-pocket expenses when such reimbursement is authorized by the Executive Committee. No reimbursement for travel to and from Board meetings shall be allowed.
Section 6. Informal Action by Directors
Any action required by these articles or by laws to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may, in the event a delay of such action would likely, in the opinion of a majority of the Executive Committee members, result in eminent adverse financial or operational impact, be taken without a meeting of the Board of Directors. Notice of such action shall be given, in writing, before the action is taken, when practicable. Otherwise, such notice shall be given as soon as possible after the action of the Executive Committee.
Section 7. Confidentiality
Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, or such person/entity has a need to know, or the disclosure of such information is in furtherance of the Corporation’s purposes, or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with any third party who may be in a position to help promote fundraising activities. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.
Section 8. Advisory Council
An Advisory Council, whose members shall be elected by the members of the Executive Committee from time to time, is hereby established. Such members shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein. Advisory Council members will not receive compensation their service.
Section 9. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the Chairman’s reference to Robert’s Rules of Order.
Section 10. Removal
Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by majority vote of the members of the Executive Committee. Each member of the Board of Directors must receive written notice of the removal within ten (10) days of the action. Members of the Board of Directors may petition for a special meeting for the entire Board of Directors to consider the removal, and a majority of those present at such a meeting may reverse the decision of the Executive Board.