BYLAWS OF
JESSA’S BARNYARD BUDDIES
A California Nonprofit Public Benefit Corporation
Article I
NAME
Section 1.01. The name of this corporation is JESSA’S BARNYARD BUDDIES.
Article II
PRINCIPAL OFFICE
Section 2.01. The principal office for the transaction of the business of the corporation is hereby fixed and located at 20158 State Highway 33, Dos Palos, CA 93620. The Board of Directors may at any time or from time to time change the location of the principal office within said county.
ARTICLE III
PURPOSES AND LIMITATIONS
Section 3.01. General Purpose. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for charitable and public meaning of Section 501(c)(3) of the Internal Revenue Code of 1964 (or the corresponding provision of any future United States Internal Revenue Law). Notwithstanding any other provision of these Bylaws, this corporation shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that we not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law); (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
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(a) Specific Purpose. Jessa’s Barnyard Buddies will advocate and promote the inclusion of all special needs individuals in a positive agricultural education. Jessa’s Barnyard Buddies will provide an environment that empowers students to interact with the education of special needs individuals and participants.
(b) Political Activity. No part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (including the publishing or distributing of statements in connection with) any political campaign on behalf of any candidate for public office.
(c) Property. The property, assets, profits and net income are dedicated to the purposes set forth in Section 3.01 above. No part of the profits or net earnings of this corporation shall ever inure to the benefit of any of its directors, officers, members (if any), employees, or to the benefit of any private individual.
(d) Dissolution. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the payment of the debts, obligations and liabilities of the corporation, the remaining assets of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law.)
(e) Nondiscrimination Policy. Jessa’s Barnyard Buddies does not discriminate on the basis of race, color, national and ethnic origin in any of its programs.
ARTICLE IV
MEMBERSHIP
Section 4.01. Members. This corporation shall have no members within the meaning of California Corporations Code section 5056.
ARTICLE V
DIRECTORS
Section 5.01.Powers. All corporate powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Directors. Without limiting the generality of the foregoing, the Board of Directors shall have the following powers:
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​(a) To select and remove the officers, agents and Executive Director of the corporation and assign his or her duties and responsibilities.​
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(b) To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations consistent with law, with the Articles of Incorporation and the Bylaws.
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(c) To change the principal office for the transaction of the business of the corporation from one location to another within the same county; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of California; to designate any place within or without the State of California; for the holding of any meetings; and to adopt, make and use a corporate seal and to alter the form thereof from time to time as in their judgment they may deem best, provided such seal shall at all times comply with the provisions of law.
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(d) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.
Section 5.02. Vacancies. All vacancies in the Board of Directors resulting from death, incapacity, resignation, expiration of term of office, removal, or otherwise, shall be filled by a vote of the Board of Directors then in office even though less than a quorum.
Section 5.03. Place of Meeting. Regular meetings of the Board of Directors shall be held at any place within or without the State, which has been designated from time to time by resolution of the Board or by written consent of all members of the Board.
In the absence of such designation, regular meetings shall be held at the principal office of the corporation. Special meetings of the Board may be held either at a place so designated or at the principal office.
Section 5.04. Annual Meeting. The Board shall hold an annual meeting in conjunction with the regularly scheduled Board meeting in the month of June of each year for the purpose of organization, election of officers and the transaction of other business; provided, however, that the Board may fix another time for the holding of its annual meeting. Notice of this meeting shall not be required.
Section 5.05. Other Regular Meetings. The Board shall hold at least three (3) regular business meetings throughout the year; said meetings shall be held without call and on a date to be fixed by resolution of the Board; provided, however, any given monthly meeting may be dispensed with by a majority vote of the Board. Such regular meetings may be held without notice.
Section 5.06. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or by any two directors. Written notice of the time and place of special meetings shall be delivered to each at least seventy-two (72) hours prior to the time of the holding of the meeting.
Section 5.07. Adjournment. In the absence of a quorum at any meeting of the Board of Directors, the majority of the directors present may adjourn the meeting from time to time until the time fixed for the next regular meeting of the Board. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.
Section 5.08. Action Without a Meeting. Any action of the Board of Directors may be taken without a meeting by two-thirds (2/3) of the members of the Board individually or collectively consent in writing to this action, Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
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Section 5.09. Number and Selection of Directors and Restriction on Directors~
(a) Authorized Number. The authorized number of directors shall be no less than three (3).
(b) Selection of Director. All individuals requesting to fill a Board of Director position shall be voted on and approved by the Board of Directors.
(b) Vacancies.
(i) Any vacancies occurring on the Board of Directors may be filled by action of the remaining members of the Board. A director so appointed to fill a vacancy shall complete the unexpired term of the former director.
(ii) A vacancy or vacancies in the Board shall be deemed to exist in the case of death or resignation of any member of the Board of Directors or if the unauthorized number of directors is increased. The Board may also declare vacant the office of a director who has been declared of unsound mind by a final order of the court, convicted of a felony, or found by a final order of judgment of any court to have breached any duty arising under the California Nonprofit Corporation Law, being Division 2, Title 1, of the California Corporations Code, commencing at Section 5000 thereof (the “Law”).
(iii) Subject to the provisions of Section 5224(c) of the Law, any director may resign, effective upon giving written notice to the President, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of the resignation.
(iv) No reduction of the authorized number of directors shall have the effect of removing any director before expiration of the director’s term of office.
(c) Nonprofit. The corporation shall conduct and carry on its business without profit to itself or its directors. No director of this corporation shall, by reason of membership on the Board, be or become entitled at any time to receive any assets, property, income or earnings from the corporation or to profit therefrom in any manner.
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Section 5.10. Annual Report. Except as provided under Section 6321(c), (d) or (f) of the California Corporations Code, not later than one hundred twenty (120) days after the close of the fiscal year of the corporation, the Board shall cause an annual report to be sent to all members of the Board. Such report shall contain the following information in reasonable detail:
(i) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
(ii) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
(iii) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
(iv) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.
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Section 5.11. Removal. A director may be removed from office, for cause, by the vote of two-thirds of the directors.
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Section 5.12. Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 5.07. Subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) approval of certain transactions between corporations having common directorship, (iii) creation of an appointment of committees of the Board, and (iv) indemnification of directors, every act or decision done or made by two-thirds of the directors present at a meeting duly held at which a quorum is presented shall be regarded as the act of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least two-thirds of the required quorum for that meeting.
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Section 5.13. Conduct of Meetings. The Chair of the Board or, in his or her absence, any Director selected by the Directors then present will preside at meetings of the Board of Directors. The Secretary of the Corporation or, in the Secretary's absence, any person appointed by the presiding officer will act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in the meeting can hear one another. This participation constitutes personal presence at the meeting.
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Section 5.14. Committees. The Board may authorize any committees from time to time to support the Board’s purpose. The President of the Board shall recommend the chair for each committee from those persons who are directors. The Board shall approve the chairs of the committees. From time to time the President shall appoint persons to be members of those committees from among the members of the Board. No power of the Board shall be delegated to any committee.
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Section 5.15. Dues. Each Director is responsible for paying annual dues to the non-profit, that shall be fixed by resolution.
ARTICLE VI
OFFICERS
Section 6.01. Officers. The officers of this corporation shall be a President, Vice President, Secretary and Treasurer, and such other officers as the Board of Directors may designate, which include but is not limited to Vice President, Assistant Secretary, and Assistant Treasurer. When the duties do not conflict, one person, other than the President, may hold more than one of these offices.
Section 6.02. Elections. At the annual meeting, the Board of Directors shall elect all officers of the corporation for terms of one year, or until their successors are elected and qualified.
Section 6.03. Vacancies. A vacancy in any office shall be filled by the Board of Directors.
Section 6.04. President. Subject to the control of the Board of Directors, the President shall have general supervision, direction and control of the business and affairs of the corporation. The President shall preside at all meetings of directors, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.
Section 6.05. Vice President. In the absence or disability of the President, the Vice President, or a Vice President designated by the President or Executive Committee, if there is more than one Vice President, shall perform all the duties of the President, and in so acting shall have all the powers of the President. The Vice President or Vice Presidents shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 6.06. Secretary. The Secretary shall ensure that a record of motions and actions taken by vote or consensus be kept of the meetings of the Board of Directors, shall ensure that the seal of the corporation is kept and affixed to such papers and instruments as may be required in the regular course of business, shall ensure that service of such notices as may be necessary or proper be made, shall supervise the keeping of the records of the corporation, and shall discharge such other duties as pertain to the office or as prescribed by the Board of Directors. The Board may appoint an Assistant Secretary that shall follow and ensure the obligations above.
Section 6.07. Treasurer The Treasurer shall ensure that all funds of the corporation are received and safely kept and deposited in such bank or banks as may be designated by the Board of Directors. Such funds shall be paid out only on the check of the corporation. Signatures may include those of President, Vice President, Treasurer, Secretary, Executive Director, or by such persons as may be designated by the Board of Directors. The Treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors. The Board may appoint an Assistant Treasurer that shall follow and ensure the obligations above.
Section 6.08. Conflict of Interest. Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.
ARTICLE VII
FINANCIALS
Section 7.05. Banking. All financial transactions shall be handled through a checking account at an FDC approved financial institution. All incoming checks must be made payable to Jessa’s Barnyard Buddies. Deposits are to be made within 72 hours or 3 business days of receipt. No Board Officer may sign a check when they are the payee.
ARTICLE VIII
INDEMNIFICATION AND INSURANCE.
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Section 8.01. Indemnification.
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(a) Right of Indemnity. To the full extent permitted by law, this corporation shall indemnify its directors, officers, employees and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any “proceeding,” as that term is used in such section and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by such section. “Expense,” as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code.
(b) Approval of Indemnity. Upon written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine in accordance with Section 5238(e) of the Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification, If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought is such as to prevent the formation of a quorum of directors who are not parties to such proceeding, by the Board or the attorney or other person rendering services in connection with the defense, shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met.
(c) Advancement of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by the corporation prior to the final disposition of the proceeding upon receipt by the corporation of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the corporation therefor.
Section 8.02: Insurance. The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees and other agents of the corporation, against any liability asserted against or incurred by an officer, director, employee or agent in such capacity or arising out of the officer’s, director’s, employee’s or agent’s status as such.
ARTICLE IX
GENERAL PROVISIONS
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Section 9.01. Fiscal Year. The fiscal year of the corporation shall begin on July 1 of each year and conclude on June 30 of the following year.
Section 9.02. Rules, Policies, and Procedures. The Board may set rules, policies, or procedures that further the purpose of the organization, this can include but is not limited to, rules, policies, or procedures that set the criteria for nominating, selecting and inducting individuals or teams into the Hall of Fame.
Section 9.03. Amendment of Bylaws. These Bylaws may be amended or repealed and new Bylaws adopted by the vote of two-thirds of the members of the Board of Directors at any directors meeting.
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DATE: May ___, 2024
SANDRA POWERS, Incorporator
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
(1) That I am the Secretary of JESSA’S BARNYARD BUDDIES, a California nonprofit public benefit corporation; and
(2) That the foregoing Bylaws, consisting of eight articles and seven pages, constitute the original Bylaws of the corporation duly adopted by the incorporator of said corporation on _______________, 2024, and that said Bylaws have not been amended, modified or revoked.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the corporation this ___ day of ______, 2024.
Name: _________________________,
Secretary