Ok, it's rather long but I would like for you to take a look at it and see what you think. I want to send it out before their meeting tomorrow night to the Board and all "Core team" members. Thanks again.
I have repeatedly asked for and have been denied, certain documents in regard to my expulsion/termination from ODTR. Personality conflicts are not grounds for expulsion/termination from ODTR. This group has done too much good to go down because people fail to discuss their problems with each other or with an arbitrator. This current Board has taken the stance that they can do as they please.
Once you became an Indiana Non-Profit you became subjected to many Indiana Laws for being such. In order to remain an Indiana non-profit and therefore a 501(c)(3) organization, you MUST follow these rules and regulations. You have not.
As a result of not following these laws, I must inform you of the following:
1) I am still on the Board of Directors. This statement is true because:
A) The meeting to discuss my termination was not carried out as specificied in IC 23-17-8-2. This is in violation of this Indiana
Law. This statement is true because:
1) Under Section 2(a): the expulsion and/or termination was not (1) fair and reasonable and (2) not carried out in good faith.
2) Our bylaws state: Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third (1/3) of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member three (3) days in advance.
a) I was not notified of the Special Meeting held to discuss my expulsion and/or termination.
3) I was never notified of the meeting, I was never given a list of the
reasoning behind the expulsion/termination, was not given an opportunity to be heard, at all. ALL in willful and contemptuous violation of Indiana Code of Law.
2) I am currently not receiving notification of the Board meetings and am not receiving the minutes of the meetings. Therefore, based on parliamentary procedures of a non-profit and your violation of
Indiana Law on removal of a Board member, any meeting that you hold without my notification of such, is an illegal meeting and any decisions that are voted on or made at those meetings, are null and
void. This includes the meeting you held to vote on my alleged expulsion/termination from the Board and the organization. There are rules and regulations about holding illegal meetings in the State of Indiana and the actions taken therein.
3) Core Team. I am still a member of the Core Team. This statement is
1) I am and always have been a Core Team member. The organization has no formal procedure in place about how to become a Core Team
member nor how to remove anyone from being a Core Team member. Therefore, if you have no procedures to remove a Core Team member, you can not arbitrarily decide to remove me.
4) Volunteer. I am still a Volunteer. This statement is true because:
choose to do so now it would be a discriminatory action and would be challenged as such. Discrimination is looked on unfavorably by all Courts of Law.
5) You willful and contemptuous Violation of IC 23-17-27-1.
A) Under Sec. 1(a)(1) and (2).
6) Your willful and contemptuous Violation of IC 23-17-15-2 – Action
taken without meeting.
A) At the time you took the action to not hold a formal meeting for discussion and voting on my expulsion/termination, I was a Board member and you did not get my signature. This means that the "last director" did not sign consent. By your own admission, you are in violation of IC 23-17-15-2.
5) and 6) are true because based on an email to the Board President asking for copies of the minutes of the meeting held to discuss and vote on my dismissal as a Board Member, and also the notice that was sent of this meeting, I received the following response:
From: XXXXX XXXXX
To: Sandy ; executives
Sent: Monday, September 17, 2012 7:52 PM
Subject: Re: Fw: Meeting
A formal meeting was not held nor is required to remove a Board member. As stated in our ByLaws "A Board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors.
A vote was taken personally during the week of Aug 20, so as not to sway anyone in voting in any way, and then again a vote was taken through email on August 29, 2012. The vote was unanimous. You are no longer a team member of One Dog at a Time, you have been removed from the team email.
As is clearly shown above, in an email from the Board President, these actions are in violation of Indiana Codes IC 23-17-8-2, IC 23-17-27-1, and IC 23-17-15-2. All violations of Indiana Codes of Law are taken seriously by the Indiana Secretary of State, the Indiana Courts and the Federal government’s Internal Revenue Services.
You also want to quote our bylaws, but you need to quote all of our bylaws and you need to understand that Bylaws do NOT override Indiana Codes of Law. You may also notice on reading the bylaws, that this Board picks and chooses which ones they follow and which ones they do not. A simple reading of the Bylaws will show that they are clearly not being followed in all obligations they have set forth.
The bylaws also clearly state that anything done must be “consistent with Indiana law”. As previously stated, I have listed the Indiana laws which the organization has violated.
Therefore, as stated above, I am still on the Board of Directors, I am still on the Core Team and I am still a volunteer. And as such, you must restore all powers and authorities, all email notifications, and all functions to me as is allocated to these roles. I must also receive ALL minutes from any meeting held since, and including August 15, 2012.
Considering that I have never been told “why” I was removed from the Board, nor did I have an opportunity to face the accusations, it is hard to understand why this Board believes it has any legal grounds to stand on.
As I have stated on many occasions, you can not just decide what you want to do and then do it however you choose, especially the President and/or the Executive Board. Because you do not like what I am telling you does not give you the authority to ignore the laws of the State of Indiana. Just because I don’t like to drive 35 mph does not give me the authority to exceed the speed limit. If I do, I will get a ticket and I will be forced by the State to follow its laws and be penalized.
The President and/or Executive Board can only take direction from the Board of Directors, not the other way around which this current Executive Board seems to feel that they can do. They are in charge of the day-to-day running of the organization between Board meetings, but you must follow the organizational goals, and seek Board compliance of any action you have taken between these meetings. This especially includes authorizing the expenditure of organizational funds, without the Board ever knowing about it. You must follow the rules under which you are operating as an Indiana non-profit, and a 501(c)(3) organization. Indiana laws have a higher authority level than any Bylaws.
As I have also repeatedly begged you to do in the past, I believe that this organization needs to either have a Indiana attorney, well informed about Indiana Code of Law and how they affect non-profits, on the Board and/or at least to come and talk with the Board on just what it means to be a non-profit in the State of Indiana and rules and procedures you must follow in order to stay a non-profit. As you can see, in just one action you have taken, you have violated three (3) Indiana laws. It is a serious matter to violate one Indiana Code of Law, let alone three. How many more you are violating, is a guess? But any one of them can cause the failure of this organization and/or expenditure of funds that were to be for the benefit of animals in our community, going to pay off lawsuits that could have possibly been avoided, because of this Board’s arrogance over what it believes it knows.
I don’t believe that any one of us currently on the Board is equipped to handle the obligations and duties of knowing how a non-profit Board should be ran at this point in time. I constantly seek out experts in the appropriate fields to assist me. I believe that this Board should do the same.
To facilitate this, I even received names from the Kosciusko Community Foundation (Suzie Light and Brenda Rigdon) of attorneys that would do that. I was informed that the Board felt that they knew all there was to know about non-profits and did not need that. I also felt that the Board was not taking seriously my concerns for how it was operating and asked for and received names of people who were willing to serve on non-profit Boards (again from the Kosciusko Community Foundation) and asked for a Board expansion. I was again told this was not necessary.
If you choose to ignore this and still not notify me of all meetings to which I am a member, if you do not allow me to attend meetings and volunteer, then I will file for a proceeding challenging the expulsion and/or termination. If this procedure finds in my favor, I will also seek damages plus attorney fees for you willful non-compliance with the laws of the State of Indiana.
As a co-founder of this organization, I have worked tirelessly to make it what it is today. I do not want to take these actions that could bring about severe consequences for the organization, including the loss of its non-profit and 501(c)(3)status. However, I also do not want to see some members of this organization continue to exert authority over the organization of which they do not have the right to do so, nor do they have the knowledge to do it adequately. And for them to continually act in defiance of Indiana laws. Any organization and its Board of Directors that put themselves above the Indiana Codes of Law are acting in a reckless, unprofessional and illegal manner.
The organization needs to operate under the proper parliamentary procedures, follow the Indiana Laws governing non-profits and follow the IRS procedures allowing it to remain a 501(c)(3)organization. These unlawful acts that the current Board is doing is jeopardizing the organization and could result in more consequences and more lawsuits in the future unless you, the Board, understand the Indiana Laws governing a non-profit in the State of Indiana. Indiana laws can not be ignored or disregarded by a Board just because they feel they have a right to do as they please or that they are a higher authority than the State of Indiana. This could result in the collapse of the organization.
Therefore, I am proposing a settlement agreement to you. The proposal is as follows: You can still hold a meeting to discuss my termination from the Board of Directors, I can not stop that. However, it must be done in accordance with the laws of the State of Indiana and as such, a special meeting must be called 3 days in advance stating the reasons for the meeting and the reasons for said proposal of expulsion/termination of the Board member, and notice sent out to ALL board members, myself included. The procedures for such a meeting must be followed. At that meeting, discussion must be had on the reasons for the vote of said expulsion/termination and I must be given an opportunity to be heard, a motion for expulsion/termination must be made, and a vote taken, all in my presence. I may retain legal counsel to represent me, as per Indiana law. I may also call witnesses, in person or in writing, as per Indiana law.
However, no matter what the outcome of the vote is, this settlement agreement will contain the stipulation that a clause must be placed in the organization’s bylaws that is irrevocable, that the original three Co-Founders of this organization (XXXXX XXXXX, April Sheller, and myself) will remain a Core Team member and a volunteer, both for life, with no expulsion and/or termination ever possible unless by death of that Co-Founder or their OWN resignation.
I must also receive ALL minutes from any meetings held since, and including August 15, 2012.
This settlement agreement also requires one member of the Board of Directors to attend the course in the Spring of 2013 at IPFW entitled “Effective Leadership: The Role of the Nonprofit Board”, one member of the Board of Directors to take a course or workshop on parliamentary procedures for non-profits which course can be found through working with the Kosciusko County Community Foundation, and one member to take a course/workshop on the tax and other financial responsibilities required of a non-profit, also found by working with the Kosciusko Community Foundation. I do not believe that this should be the same member for any of these courses. All of these courses/workshops must be completed by December, 2012. The organization then needs to follow these procedures.
This organization needs to be positioned for growth and expansion to help many more animals in need. It should never be based on who is your friend and who is not. It should never be based on who you like and who you don’t. It should never be based on one or two people asserting their views as the only views (and I include myself in this). It should never be based on lies. This organization is not about “us the people” it should be about “the dogs” and the animal needs in our community. This organization needs to understand and capitalize on its strength and the unique talent each member brings to the mix, not whether you personally like them or not.
Please respond to this settlement proposal no later than 5:00 p.m. on Monday, September 24, 2012. If no response is received, the next step will be to file suit in the Kosciusko County Superior Court #1 to force you to come into compliance with Indiana laws and to stop your willful and contemptuous violation of these same Indiana Codes of Law. All Board members can and will be subpoenaed to appear in Court and Core Team members may also be subpoenaed, if needed.
Expulsion, suspension, or termination; procedures; limitation of actions; liability for obligations
Sec. 2. (a) A member of a public benefit or mutual benefit corporation may not be expelled or suspended and a membership or memberships in such a corporation may not be terminated or suspended except under a procedure that is:
(1) fair and reasonable; and
(2) carried out in good faith.
(b) A procedure is fair and reasonable under either of the following conditions:
(1) The articles of incorporation or bylaws set forth a procedure that provides the following:
(A) Not less than fifteen (15) days prior written notice of the expulsion, suspension, or termination and the reasons for the expulsion, suspension, or termination.
(B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension should not take place.
(2) The procedure is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(c) Written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.
(d) A proceeding challenging an expulsion, a suspension, or a termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension, or termination.
Sec. 1. (a) A corporation shall keep as permanent records a record of the following:
(1) Minutes of meetings of the corporation's members and board of directors.
(2) A record of actions taken by the members or directors without a meeting.
(3) A record of actions taken by committees of the board of directors as authorized under IC 23-17-15-6(d).
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or the corporation's agent shall maintain a record of the corporation's members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(d) A corporation shall maintain the corporation's records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at the corporation's principal office:
(1) The corporation's articles of incorporation or restated articles of incorporation and all amendments to the articles of incorporation currently in effect.
(2) The corporation's bylaws or restated bylaws and all amendments to the bylaws currently in effect.
(3) Resolutions adopted by the corporation's board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or a class or category of members.
(4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years.
(5) Written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under section 6 of this chapter.
(6) A list of the names and business or home addresses of the corporation's current directors and officers.
(7) The corporation's most recent annual report delivered to the secretary of state under section 8 of this chapter.
Action taken without meeting
Sec. 2. (a) Unless articles of incorporation or bylaws provide otherwise, action required or permitted by this article to be taken at a meeting of a board of directors may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by at least one (1) written consent:
(1) describing the action taken;
(2) signed by each director; and
(3) included in the minutes or filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a prior or subsequent effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
ODTR Bylaws – dated June 6, 2012
BYLAWS of One Dog at a Time Rescue, Inc.
ARTICLE I – NAME, PURPOSES, AND POWERS
Section 1: The name of the organization shall be One Dog at a Time Rescue, Inc.
Section 2: This Organization is organized exclusively for charitable, scientific and educational purposes.
Section 3: Specific Powers – Incorporation shall include all of the following powers, rights and privileges:
3.1 Sue, be sued, complain, and defend in the Organization’s name.
3.2 Make and amend Bylaws not inconsistent with Indiana Law for managing the affairs of the Organization.
3.3 Purchase, receive, take by gift, devise, or bequest, lease, or otherwise acquire, and own, hold , improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located.
3.4 Sell, convey, mortgage, pledge, lease, exchange, or otherwise dispose of all or any part of the Organization’s property.
3.5 Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity.
3.6 Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, or other obligations, and secure any of the Organization’s obligations by mortgage or pledge of any of the Organization’s property, franchises, or income.
3.7 Invest and re-invest the Organization’s funds.
3.8 Be a promoter, a partner, a member, an associate, or a manager of any partnership, joint venture, trust, or other entity.
3.9 Conduct the Organization’s activities, and exercise the powers granted by these ByLaws inside or outside of Indiana.
3.10 Elect directors, elect and appoint officers, and appoint volunteers and agents of the Organization, define the duties of directors, officers, volunteers, and agents.
3.11 Make donations not inconsistent with the law for the public welfare of for charitable, religious, scientific, or educational purposes, and for other purposes that further the Organization’s interests.
3.12 Carry on a business.
3.13 To insure the Organization, the property comprising the assets of the Organization and the members of the Board of Directors, the officers, against such risks and in such amount as the Board of Directors may, in the exercise of its discretion, determine to be necessary or desirable in the administration of the affairs of the Organization.
3.14 Do all things necessary or convenient, not inconsistent with the law, to further the activities and affairs of the Organization.
3.15 To employ and retain the services of such lawyers, auditors, accountants, and other professional employees of the Organization in such a manner and upon such terms and conditions as the Board of Directors may, in the exercise of its discretion, determines to be necessary or desirable in the administration of the affairs of the Organization.
3.16 To do such other acts and to exercise all such rights and privileges, although not specifically mentioned in the provisions of this Section 3, as may be reasonably necessary or desirable in the administration of the affairs of the Organization. Such powers may be exercised by the Board of Directors only in implementation of the purposes set forth and consistent with Indiana Law.
ARTICLE II – PERIOD OF EXISTENCE
The period during which the Organization shall continue is perpetual.
ARTICLE III – REGISTERED OFFICE AND REGISTERED AGENT
Section 1: Registered Office. The address of the registered office of the Organization is: 5133 Dovewood Trail, Warsaw, Indiana 46581, mailing address is P.O. Box 76, Warsaw, INNNN-NN-NNNN
Section 2: Registered Agent. The name of the registered agent at that registered office is Julie A. Smith.
ARTICLE IV – MEMBERS
Membership shall not only consist of the Board of Directors.
ARTICLE V – ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.
Section 2: Special Meetings. Special meetings may be called by the President.
Section 3: Notice. Notice of each meeting shall be given to each board member, by email, not less than 2 weeks before the meeting.
ARTICLE VI – BOARD OF DIRECTORS
Section 1: Board Role, and Size. The Board is responsible for overall policy and direction of the Organization, and delegates responsibility for day-to-day operations to the Officers. The Board shall have up to nine (9) and not fewer than three (3) members.
Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place.
Section 3: Board Elections. Election of new directors or election of current directors to another term will occur as the first item of business at the annual meeting of the organization. Directors will be elected by a majority vote of the current directors.
Section 4: Terms. All Board members shall serve 3 year terms, but are eligible for re-election. The term of office of one third (1/3) of the Board shall expire at each annual meeting of the members.
Section 5: Quorum. A quorum must be attended by at least 51% of the Board members before business can be transacted or motions made or passed.
Section 6: Notice. An official Board meeting requires that each Board member have notice at least 5 days in advance.
Section 7: Officers and Duties. There shall be four (4) officers of the Board consisting of a President, Vice President, Treasurer, and Secretary. Their duties are as follows:
The President shall convene regularly scheduled Board meetings and shall preside over said meetings. The President shall sign all written contracts of the Organization.
The Vice President shall preside over Board Meetings in the Presidents absence. The Vice President shall sign all written contracts of the Organization in the absence of the President.
The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting notices, distributing copies of minutes and the agenda to each Board member, and assuring that organization reports are maintained.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of the Board meeting. These nominations shall be sent out to Board members with the regular meeting notice, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if she/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors.
Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third (1/3) of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member three (3) days in advance.
ARTICLE VII – COMMITTEES
Section 1: The Board may create committees as needed.
Section 2: The four (4) officers serve as the members of the Executive Committee. Except for the power to amend the Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
ARTICLE VIII – INDEMNIFICATION
Section 1: Definitions. As used in this Article VIII, the following terms shall have the meanings stated in the Act, unless a contrary meaning is clearly intended: “director”; “expenses”; “liability”; “official capacity”; “party”; and “proceedings”.
Section 2: Scope of Indemnification. The Organization shall indemnify, in accordance with this Article VIII, every individual who is or was at any time a director, officer, or agent of the Organization, against liability (including, without limitation, all amounts paid by way of settlement of any asserted liability) and reasonable expenses, including attorney fees, incurred by such individual in connection with, or resulting from, any proceeding (whether actual or threatened, brought by or in the right of the Organization, or otherwise, and including any related appeal) in which such individual may become involved as a party by reason of his being, or having been, or by reason of any action taken or not taken in such capacity, whether or not such individual continues to serve in such capacity at the time such liability or expense is incurred, provided the applicable requirements stated in the Article VIII are satisfied.
Section 3: Standard of Conduct for Indemnification.
3.1 Indemnification under Section 2 shall be required only if an individual is determined to have satisfied the applicable standard of conduct stated below:
3.1.1 In the case of a proceeding other than a criminal proceeding:
188.8.131.52 The individual’s conduct was in good faith; and
184.108.40.206 The individual, acting in his official capacity or otherwise, reasonable believed his conduct was not opposed to the Organization’s best interest.
3.1.2 In the case of a criminal proceeding, the individual:
220.127.116.11 Has reasonable cause to believe his conduct was lawful.
Section 4: Authorization of Indemnification.
4.1 Except for mandatory indemnification under Section 5, the Organization may not indemnify an individual under this Article VIII, unless authorized in each specific case after a determination had been made that indemnification is permissible because the individual has met the necessary standard of conduct specified in Section 3.1.
4.2 The determination shall be made by any one of the following procedures:
4.2.1 By the Board of Directors, by a majority of a quorum consisting of directors not at the time parties to the proceeding.
4.2.2 If a quorum cannot be obtained under subsection 4.2.1, by a majority vote of a committee duly designated by the Board of Directors (in which designated directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding.
4.2.3 By special legal counsel either:
18.104.22.168 Selected by the Board of Directors or its committee in the manner prescribed in subsection 4.2; or
22.214.171.124 If a quorum of the Board of Directors cannot be obtained under subsection 4.2.1, and a committee cannot be designated under subsection 4.2.2, then selection by a majority vote of the entire Board of Directors (in which selected directors who are parties may participate).
4.3 Authorization of Indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection 4.2.3 to select special legal counsel.
Section 5. Mandatory Indemnification.
5.1 The Organization shall indemnify an individual who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because the individual is or was a director or officer of the Organization, against reasonable expenses incurred by such individual in connection with the proceeding.
5.2 The evaluation of the reasonableness of expenses shall be made in the same manner as the procedures specified in subsection 4.2.
Section 6: Indemnification Provisions Not Exclusive. The provisions in the Article VIII regarding indemnification are not exclusive, and shall not limit in any way indemnification which is permitted by law.
ARTICLE IX – AMENDMENTS
These Bylaws may be amended when necessary by a two-thirds (2/3) majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board notices.
ARTICLE X – ADOPTION
These Bylaws were approved and adopted at a meeting of the Board of Directors on June 6, 2012.