Guide for Local Vegetarian Groups

Sample Articles of Incorporation and Bylaws

What one group's legal documents look like

What follows are samples of what a local vegetarian society could do in terms of articles of incorporation and bylaws. In order to get tax-exempt status, it is helpful (though not strictly necessary) to incorporate. The articles of incorporation define certain basic legal facts: that the group is a nonprofit enterprise which is educational in nature. The bylaws provide more of the day-to-day functioning.

These articles of incorporation and bylaws were used for the Vegetarian Society of Colorado. The requirements may be slightly different from state to state and you should consult with local legal experts to get the exact wording.

Articles of Incorporation [Constitution] of the Vegetarian Society of Colorado, Inc.

FIRST: The name of the corporation is The Vegetarian Society of Colorado.

SECOND: The period of duration is perpetual.

THIRD: The specific purpose for which this corporation is formed is educational, within the meaning of Section 501(c)(3), United States Internal Revenue Code of 1954. It will operate exclusively for educational purposes and not for pecuniary profit, its aims and activities being as follows:

a) Generally, to coordinate and organize the vegetarian movement in Colorado, and to cooperate with other organizations and individuals of substantially similar interests, to that end;

b) To organize and promote educational state and area Vegetarian Congresses, as may be determined by the corporation's members;

c) To educate the various interested organizations and individuals, as well as the general public, as to the values of vegetarianism;

d) To foster a general attitude of reverence for life, and kindness to animals by not eating them or otherwise abusing them or exploiting them;

e) To establish a center or centers for educational purposes and public service in the cause of vegetarianism;

f) To research, investigate and disseminate factual information regarding the scientific, economic, ethical and other aspects of vegetarianism;

g) To conduct its educational activities in any state or territory of the United States, or in any foreign country, in conformity with the laws of such state, territory, or country;

h) To utilize all lawful means, publications, tracts, media, meetings, lectures, discussions, seminars, to promulgate the views and aims of vegetarianism;

i) To borrow money and pledge its assets in order to obtain working capital for the payment of any debts which it may incur;

j) To enter into contracts of every kind, in furtherance of its corporate purposes, and to exercise such incidental powers as are given to it by the Laws of the State of Colorado;

k) All corporate powers shall at all times be so exercised as to engage solely in activities, other than insubstantial activities, which are in furtherance of the corporation's exclusively educational purposes, and for the benefit of the membership and/or the general public, as the case may be, rather than for any private purposes.

FOURTH: The address of the initial registered office of the corporation in Colorado is 1614 Adams St., Denver, CO 80206 (Adams County), and the name of its initial registered agent at such address is Paul Feroe.

FIFTH: Address of the principal office is the same.

SIXTH: the number of directors constituting the initial board of directors of the corporation is two, and the names and address of the persons who are to serve as the initial directors are:

Paul Feroe, 1644 Adams, Denver, CO 80206

Neil Klotz, 1256 Corona, Denver, CO 80203

SEVENTH: Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine, which are organized and operated exclusively for such purposes. Vegetarian Society of Colorado Bylaws to the Constitution

Article I--Membership

Section 1: Classes of Membership. The Society shall have one class of membership.

Section 2: Qualification for Membership. All persons who pay such annual dues as may be established by the Board of Directors shall be members of the Society.

Section 3: Voting Rights and Holding Office. Only members who are vegetarian shall be entitled to vote and hold office.

Section 4: Transfer of Membership. Membership in the Society is not transferable or assignable.

Section 5: Amount of Annual Dues. The Board of Directors may determine, from time to time, the amount of the annual dues payable to the Society by members.

Article II--Meetings of Members

Section 1: Regular Meeting. A regular meeting of the members shall be held at least once in the calendar year, normally in the month of January. Time and place of the meeting shall be determined by the Board of Directors. The business of this meeting shall include the election of Directors and the transaction of any other business that may come up before the meeting.

Section 2: Special Meetings. Special meetings of the members may be called by the Board of Directors or by written demand of five percent (5%) or more of the members.

Section 3: Scheduling of Meetings. Where a special meeting is demanded by five percent (5%) or more of the members as specified in Article II, Section 2 above, such special meeting may be scheduled by such members provided the notice provisions of Article

II, Section 5 are complied with. In that event, all notification and meeting costs shall be borne by such members.

Section 4: Voting. Each member shall be entitled to one vote, to be cast in person or by signed written proxy at a meeting. No vote of the members shall be effective unless a quorum of ten percent (10%) or more of the members shall have voted.

Section 5: Notice of Meetings. Written or printed notice stating the place, day, hour, and purpose of any regular or special meeting of the members, shall be mailed to each member not less than ten (10) days before the date of such meeting. Notice shall also include an agenda of all matters on which a vote of the members is to be taken sufficient to allow voting by proxy.

Section 6: Membership Voting Between Meetings. If a specific action requiring a vote of the membership is of sufficient urgency to warrant prompt action but is of insufficient importance or complexity to warrant a special membership meeting, the Board of Directors may poll the members by mail.

Section 7: Attendance at Meetings. Board members should attend meetings held in their own vicinity. Any Board member who misses three board meetings held within twenty-five miles of their residence during their one-year term, without a reasonable excuse acceptable to the Board of Directors, may be considered to have resigned from the Board of Directors.

Section 8: Vote Binding on Directors. A vote of the majority of the members voting in accordance with this Article II shall be binding upon the Board of Directors.

Article III--Board of Directors

Section 1: General Powers. The general policies and affairs of the Society shall be directed by its Board of Directors. Directors must be members of the Society and vegetarians. A vegetarian is one who does not eat meat, fish, or fowl in any form, with or without the addition of dairy products and eggs.

Section 2: Number and Tenure. The number of the Board of Directors shall be no fewer than three (3) and no more than fifteen (15), to include at least one Director from each recognized and accepted branch.

Section 3: Regular Annual Board Meeting. The Board of Directors shall meet at least once per year.

Section 4: Other Meetings of the Board. Other meetings of the Board may be held at the request of two (2) or more Board members.

Section 5: Open Board Meetings. All meetings of the Board shall be open to members of the Society.

Section 6: Notification of Board Meetings. Members of the Board of Directors shall be notified in person, by phone, or by mail at least two (2) days before a meeting of the Board.

Section 7: Quorum and Voting of the Board. The quorum for the transaction of business at any meeting of the Board, shall be three (3); and the vote of the majority of the Directors qualified to vote and voting shall determine any matter submitted to the Board for consideration, unless a different proportional vote is required by the Society's By-Laws.

Section 8: Voting by Poll of Directors. Directors may be polled by mail or telephone where action of the Board is required between meetings. Voting shall otherwise be in accordance with Article III, Section 7.

Section 9: Vacancies on the Board. Vacancies occurring on the Board of Directors other than those due to expiration of a term of office, shall be filled by the Board. A Director chosen by the Board to fill a vacancy shall serve for the unexpired term of his predecessor in office.

Section 10: Removal from Office. Any Director may be removed from office following a fair hearing upon not less than thirty (30) days written notice, for reasons of dereliction of office, dishonesty or untruthfulness, or conduct that is flagrantly damaging to the general Society aims and purposes. Such hearing shall be before a meeting of the Board of Directors.

Section 11: Term of Office. The term of office of all directors shall be until the next annual election, or until their successors are elected, ordinarily to be no more than one year.

Article IV--Election of the Board of Directors

Section 1: Nominations. Nominations will be accepted at the Society's main office by mail or in person two months before the annual meeting. A list of qualified nominees will be published in the Society newsletter in the issue preceding the annual meeting

Section 2: Elections. Nominees will be presented to the general membership for election at the annual meeting. All voted ballots must be received by the date of the election. In the event of a tie vote the outcome shall be determined by the current Board of Directors.

Section 3: Mail Ballot. The Board of Directors may at its discretion hold the election by mail ballot instead of at the annual meeting. In this case ballots containing a list of all nominees shall be sent to all voting members.

Article V--Officers

Section 1: Election. Officers shall be elected by a majority vote of the Board of Directors, and shall serve at the discretion of the Board.

Section 2: Qualifications. Officers must be members in good standing of the Society.

Section 3: Financial Officer. The signature of the financial officer and such other officers or directors as the Board directs shall be the authorized signature on Society checks. The financial officer shall keep financial records, pay bills, and deposit money and otherwise manage the Society's funds and assets as directed by the Board.

Section 4: Other Officers. The Board of Directors may elect or appoint such other officers as it shall deem desirable.

Section 5: Vacancies. A vacancy in any office for any reason may be filled by the Board. Article VI--Committees

The Board of Directors shall appoint standing and special committees as may be required with such powers as may be assigned to them by the Board.

Article VII--Amendments to the Bylaws

Section 1: Initiation of Amendments. Amendments to the By-Laws shall be initiated either by a member of the Board or by a written petition of five percent (5%) or more of the members in good standing.

Section 2: Voting upon Amendments. Amendments shall be voted upon by the Board of Directors. An amendment shall be ratified only upon two-thirds (2/3) vote of all Board members in good standing.

Note to Canadians: To obtain a copy of the by-law of the Toronto Vegetarian Association, which meets the requirements of the Ontario Corporations Act, write to TVA at 17 Baldwin St. Second Floor, Toronto, ON M5T 1L1 Canada, or phone them at (416) 544-9800, or e-mail them at tva@veg.ca.

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