The Bella Foundation, Inc.
EIN (20-5781826)

BY-LAWS
Latest Ratified Edition: May, 2016

ARTICLE ONE Section 1. The name of the Corporation shall be The Bella Foundation, SPCA Section 2. Its principal office shall be in the state of Oklahoma Section 3. Other offices for the transaction of business shall be located at such places as the Board of Directors may from time to time determine.

ARTICLE TWO: PURPOSE The purposes of the corporation shall include, but shall not be limited to, the following: To provide monetary assistance to pet owners who cannot financially bear the cost of veterinary care. To provide veterinary clinics monetary assistance for the treatment of unwanted or abandoned pets. To raise money through fundraisers and donations for the advancement of education regarding animal care and animal rights and to further the cause of animal rights both here and abroad.

ARTICLE THREE: BOARD OF DIRECTORS Section 1. Purpose and Number of Directors The Board of Directors shall be the sole governing body of The Bella Foundation and shall exercise all the duties and privileges normally assigned to stockholders, in addition to the normal duties of a Board of Directors, The Board of Directors shall conduct, manage and control all the affairs of The Bella Foundation. The number of regular directors shall not be less than eight (8) and not more than 20 (20).

Section 2. Election and Term of Office Board members and Directors shall have a specified term limit of two, three-year terms. Any member in good standing may rejoin the board after a total of six years following a one-year absence from the board. Board members and Directors can be replaced at any time by a vote of the remaining board members. Board members or Directors wishing to leave the board may do so at any time but must provide 30 days written notice.

Section 3. Attendance and Vacancies Any director/board member who misses three meetings in succession shall be automatically removed from the Board and shall be so notified in writing by the Secretary, any director so removed from the Board shall not be eligible to be reelected. Special consideration will be given in the event of illness either personal or immediate family related. Any vacancy on the Board whether created by resignation or removal of the member may be filled by a vote of the members at the next regular Board meeting, or at any subsequent regular meeting of said Board. It is not required that a vacancy is filled if by being left vacant it would not drop the Board membership below the minimum number of directors specified in Section 1 of this Article Three.

Section 4. Compensation Directors/board members shall receive no salary for their services as Directors. Directors/board members can receive compensation for other roles served within the organization, i.e. Adoption Coordinator, Foster Coordinator, Volunteer Coordinator, or Executive Director. Section 6. Meetings The Bella Foundation shall hold monthly meetings on the fourth Sunday of each month. Special Meetings of the Board of Directors may be called by the President and or Vice

President and shall be called by him/her upon written or verbal request of at least four (4) members of the Board of Directors. Notice of all regular meetings shall be communicated to all members of the Board of Directors at least seven (7) days before the meeting. Notice of Special Meetings shall state the purpose of the meeting, and shall be communicated at least ten (10) days prior to the meeting. Three-quarters of the regular members in good standing of the Board of Directors shall constitute a quorum. All questions shall be decided by a majority vote of the members present, who are entitled to vote The President in an emergency may call for a special vote on a particular measure by either phone or electronic communication. The President shall call upon each member and ask for his /her vote on the subject to conduct such a vote. To pass, any such measure must have a majority of all Board Members vote in its favor. Under no circumstances shall the caller lobby the member either for or against the proposition and shall not even indicate his/her preference. All votes taken under this section shall be recorded.

ARTICLE FOUR: OFFICERS Section 1. The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer who shall be elected for a term of three (3) years, with no limitation on number of terms unless dictated by a majority of the corporate officers. They shall hold office until their successors are duly elected and qualified. At any time if an officer is not performing his/her duties he/she can be removed from office by a majority vote of the officers and a quorum of the board of directors. However, if a Board member has only one year remaining on their Board term he/she may be elected to hold office for only one year.

Section 2. The President shall preside at all directors meetings; shall have general supervision over the affairs of the corporation and over the other officers; shall sign all written contracts of the corporation, and shall perform all such other duties as are incident to this office. In the case of absence or disability of the President, the Vice-President shall perform his /her duties.

Section 3. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.

Section 4. The Secretary shall issue notices of all directors meetings, and shall attend and keep minutes of the same; shall have charge of the records and papers; shall attest with his/her signature all written contracts of the corporation, and shall perform all other duties as are incident to his/her office.

Section 5. The Treasurer shall have custody of all money and securities of the corporation and shall give bond, if required by the directors, in such sum and with such sureties as the directors may require, conditioned upon the faithful performance of the duties of his/her office. He/she may sign checks of the corporation; shall keep regular books of account and shall submit them, together with all his/her vouchers, receipts, accounts, records, and other papers, to the directors for their examination and approval as often as they may require; and shall perform all such other duties as are incident to his/her office.

Section 6. At any time, an officer of The Bella Foundation may occupy more than one position at a time, i.e. that of Secretary or Treasure. However, the President cannot assume the responsibilities of the Vice President and vice versa.

Section 7. The corporation shall be on a calendar year basis.

ARTICLE FIVE: EXECUTIVE DIRECTOR Section 1. An Executive Director shall/may be employed by and be responsible to the board for the overall administration of The Bella Foundation and implementation of policies, procedures, and programs as determined by the Board.

Section 2. The Executive Director with the approval of the President, Vice President, or Treasurer, may make an expenditure of up to $2,000.00 without the approval of the Board of Directors, any expenditure of more than $2,000.00 must have the approval of the Board of Directors. This expense limitation does not apply to ordinary operating expenses such as salaries, taxes, utilities or emergency repairs, which do not require the approval of the President or the Board of Directors.

ARTICLE SIX: FINANCES Section 1. The funds of the corporation shall be deposited in a bank or trust companies as the directors shall designate, and if a withdrawal is $5000.00 or less it may be withdrawn upon the checks or order of any one of the following, to wit: The President, The Vice President, The Treasurer or The President's Designee, who may or may not be a member of the Board. If a withdrawal is more than $5000.00 said withdrawal may only be made upon the checks or order of the President AND one of the following, to wit: The Vice President, The Treasurer, The President’s Designee, who must be a member of the Board

Section 2. Any expense incurred by that of an officer or a board member must be reconciled by the 15th of the month following that of the expenditure. All expenditures must be accompanied by a receipt and must be approved by any one of the following, to wit: The President, The Vice President, The Treasurer or The President's Designee, who must be a member of the Board.

ARTICLE SEVEN: AUTHORITY Robert's Rules of Order (Latest Revision) shall govern the meetings of the members, Board of Directors, and the Committees of The Bella Foundation in all cases in which they are applicable and in which they are not inconsistent with these By-Laws.

ARTICLE EIGHT: AMENDMENTS These By-Laws may be altered, amended, or revised at any meeting of the Board of Directors by a two-thirds vote of members present. All amendments first must be presented in writing to the Board of Directors.

ARTICLE NINE: SPECIAL MEETINGS All notices heretofore mentioned of meetings and a written waiver signed by a majority may waive special meetings or quorum of the affected meeting and as the case may be.

ARTICLE TEN: CORPORATE SEAL The Board of Directors may prescribe the design for a corporate seal. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise.

ARTICLE ELEVEN: GRANTS Grants for any purpose shall not be solicited by any Board of Directors member, officer, or by any other person who is in any way connected with The Bella Foundation, without a prior majority vote of the President, Vice-President, Secretary and Treasurer for said grant request. Board approval for such requests may only be granted by a majority vote as set out in Article Three Section 6 above.

ARTICLE TWELVE: NONDISCRIMINATION POLICY It shall be the policy of The Bella Foundation not to discriminate against any individual based on race, color, religion, sex, national origin or sexual orientation. The Bella Foundation shall make its services available in accordance with this policy.

ARTICLE THIRTEEN: DISSOLUTION Upon the event of dissolution of The Bella Foundation or in the event The Bella Foundation fails to carry out the primary objective of The Bella Foundation and purposes herein set forth, any unpaid expenditures by either an officer or a board member or any debt owed by The Bella Foundation will be paid immediately and any existing funds will be distributed to a single or a variety of charities decided upon by the board of directors with final consent of the President and Vice President.

ARTICLE FOURTEEN: EX-OFFICIO BOARD MEMBERS For the purpose of The Bella Foundation SPCA, an ex-officio board member shall have full voting privileges but attendance shall not count towards the number of board members needed to constitute a quorum.   In the event a vote is required and conflict of interest arises, ex-officio board members shall refrain from voting.    Ex-officio members are bound by the same rules of attendance and contribution established for all members.  If at any time the relationship that constitutes the position of ex-officio ends, said ex-officio board member shall relinquish their seat immediately.

Ex-officio board members may be but are not limited to; founder, Executive Director, major donor, accounting professional, legal professionals, or any person with expertise or knowledge to assist the organization.