By-laws

GivePetsAChance, Inc.

Bylaws

Article I - Name

Section 1: Name: The name of the organization shall be known as GivePetsAChance, Inc. (Herein referred to as GPAC)

Article II - Purpose

Section 1: The Purpose Of GPAC Shall Be:

2:1 Operate a non-profit 501(c)(3) organization under the laws of the state of Ohio.

2:2 Our goal is to help pets and other animals. To do this, we provide financial assistance for the medical care of animals
to individuals who otherwise could not afford it.

2:3 To provide information to the general public on topics of animal care and welfare.

Article III - Offices

Section 1: Offices: The principal office for the transaction of the business of GPAC will be at such place(s) as the Board of
Directors may from time to time determine or the business of the organization may require in Wayne County, Wooster,
Ohio, United States of America.

Article IV - Statement of Ethics

Section 1: GPAC'S Code of Ethics for the Board of Directors, Officers and all other volunteers of GPAC shall promote and
maintain the highest standards among them. Each volunteer shall honor, respect and support the purpose of GPAC.

4:1 No volunteer shall actively solicit business from any other volunteer at any meeting or through the use of
information provided to him/her as a volunteer of GPAC without the approval from the Board of Directors.

Article V - Board of Directors

Section 1: Responsibilities: The property, affairs, business, and concerns of GPAC shall be vested in a Board of Directors
(the “Board”), consisting of, at least 3 people and no more than 5.

5:1 The Board shall transact all business of GPAC except as prescribed otherwise in the Article of Incorporation or
Bylaws. Each Board member has one vote.

Section 2: Composition: The following Officers shall be members of the Board, President, Treasurer and Secretary. The
Executive Director will serve as a member of the Board but is not considered an Officer of GPAC.

5:2 At such time that the Board deems it necessary, up to two additional Board members may be added. These positions
shall be Vice President and Community Outreach Coordinator.

Section 3: Compensation: The Directors shall receive no compensation for their services as Directors. The Board may,
however, authorize the reimbursement of actual and necessary reasonable expenses incurred by Directors performing
duties as Directors.

Section 4: Vacancies. Any vacancy on the Board may be filled by the Executive Director with consent of the remaining
Board members.

Section 5: Removal of Director or Officer:

5:5 Any Director or Officer may be removed from office, with cause, upon an affirmative vote of a simple majority of
the entire Board at a duly constituted Board meeting.

5:5.1 Should any Director be absent from three consecutive meetings of the Board, except for good reason as determined
by the Board, the Board shall declare the seat vacant.

Article VI - Powers

Section 1: Direction Of Power: Except as otherwise provided in the Articles of Incorporation or these Bylaws, the powers
of GPAC will be exercised, its property controlled and its business and affairs conducted by or under the direction of the
Board. All members of the Board must be present for decisions that pertain to Financial/Fiscal Matters, Bylaw
Amendments, the enactment of Article V, Section 2:5:2 and decisions regarding the dissolution of GPAC. For all other
decisions a quorum of the Board must be present. Any references herein to a vote of the Board shall be according to the
powers stated above.

Section 2: Discrimination: GPAC shall not apply its standards, policies, procedures or practices inequitably or single out
any particular party for disparate treatment. GPAC shall not discriminate against any reasonable application for
financial assistance based on the applicant’s race, religion, creed, marital status or sexual preferences.

Section 3: Private Inurement: No part of the net earnings of GPAC shall benefit or be distributed to its Board, Officers,
contributors or any other private persons, except those who GPAC shall be authorized and empowered to pay reasonable
reimbursements for actual and necessary expenses to further improve the health and well being of animals, and to make
payments and distributions in furtherance of the purposes set forth in Article II.

Section 4: Lobbying: No part of the activities of GPAC shall be the carrying on of propaganda, or otherwise attempting to
influence legislation, and furthermore, shall not participate in, or intervene in (including the publishing or distribution
of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Section 5: Decision Making: In all cases requiring a decision, the Board will first try to reach a consensus. If a consensus
can not be reached a formal vote will be taken and a decision will be made by a simple majority. In the event of a tie
vote the motion will be tabled until the next regularly scheduled Board meeting. During the decision and voting process
the Board will follow Robert’s Rules of Order.

Article VII - Finances

Section 1: Accounting: The fiscal year shall be the calendar year. The fiscal year end for GPAC shall be December 31.

Section 2: Annual Budget: The budget shall be adopted annually by the Board. The Treasurer shall prepare, and at least
fourteen (14) days prior to the commencement of each fiscal year, submit to the Board, a proposed annual budget of
GPAC for the next fiscal year. The proposed budget shall identify anticipated revenue sources and levels and shall, to the
extent practical, identify anticipated expense items by line item.

Section 3: Deposits: All funds of GPAC not otherwise employed will be deposited from time to time to the credit of GPAC
in such banks, trust companies or other depositories as the Board may select.

Section 4: Checks: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of GPAC will be signed by the Executive Director or Treasurer with the approval of one other Board
member.

Section 5: Loans: No loans will be made by GPAC and GPAC will not be a co-signer of loans to any individual or other
agency.

Section 6: Investments: The funds of GPAC may be employed in whole, or in part, to cash or be invested or reinvested in
such properties, stocks, bonds or other such securities as the Board may from time to time deem desirable.

Section 7: Donations: All income will be derived from cash donations, in-kind contributions of goods and services or
investments with the goal of fully recovering the reasonable costs of the operation of GPAC, establishing reasonable
reserves for the future expenses and contingencies reasonably related to the legitimate activities of GPAC.

Section 8: Funds: 100% of all funds accumulated beyond stated expenses in Section 7 will be used for the charitable
purposes of GPAC. Funds for charitable purposes will be disbursed based on income and or need of the individual
requesting assistance.

8:1 The financial records of GPAC are public information and shall be made available to the Board, Officers and the
public

Article VIII - Duties and Responsibilities of Officers of GPAC

Section 1: The President shall preside over Board meetings and shall be a member of all committees. The President will be
empowered to call special meetings of the Board as set forth herein, and shall discharge all other duties as may be
required by these Bylaws and from time to time may be assigned by the Board. The President will be the Web Master and
Marketing Director for GPAC.

The Vice President shall preside over Board meetings in the President’s absence. The Vice President will chair committees
on special subjects as designated by the President.

The Treasurer shall manage all financial affairs of GPAC. He/she shall be responsible for all funds, property and securities
held by GPAC, and shall keep comprehensive records of same. The Treasurer shall provide a quarterly report to all
Directors. Additionally, the Treasurer shall preside over Board meetings in the absence of the President and Vice President
and assume any other responsibilities when such officer is absent from a meeting.

The Secretary shall keep, or cause to be kept, the minutes of the Board in one or more books provided for that purpose,
see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, distribute
copies of minutes and in general perform all duties as from time to time that may be prescribed by the President or the
Board.

The Community Outreach Coordinator shall be responsible for orchestrating and overseeing all fund raising programs.
The Coordinator shall work closely with the Treasurer and one other Board member in these tasks where GPAC monies
are involved.

The Executive Director will be responsible for the general fulfillment of the purpose of GPAC. The Executive Director
shall be responsible for the daily operation of GPAC'S activities and business, including to assure that corporate records
are maintained. The Executive Director shall prepare, in consultation with the President, the agenda for Board meetings
and distribute the agenda to each Board member. All fundraising programs will be the responsibility of The Executive
Director in the absence of a Community Outreach Coordinator. The Executive Director will chair committees on special
subjects as designated by the President in the absence of a Vice President.

Article IX - Committees

At such time as the Board of Directors deems it necessary, one or more of the following committees may be added.

Section 1: Executive Committee: The President and Treasurer shall serve as the members of the Executive Committee.
Except for the power to amend the Articles of Incorporation and Bylaws, make decisions that pertain to Financial/Fiscal
Matters, the enactment of Article V, Section 2:5:2 and decisions regarding the dissolution of GPAC the Executive
Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the
Board, subject to the direction and control of the Board.

Section 2: Finance Committee: The Treasurer will be chair of the Finance Committee which will include the Outreach
Coordinator and one other Board member. The Finance Committee is responsible for developing and reviewing fiscal
procedures, a fundraising plan, and the annual budget, prior to submission to the Board. The Board must approve the
budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board.

Section 3: Other Committees: The Board may create committees as needed to accommodate the needs of GPAC’S mission
statement. The Vice President will chair these committees.

Article X - Meetings

Section 1: Regular Meetings: Regular meetings of the Board of Directors will be held on dates and places to be determined
by the Executive Director. To the extent practicable, regular meetings may be held in different locations, including the
Internet or the telephone, but not less than once in each quarter, in a fiscal year.

10:1 Regular meetings may not be held via Internet or phone more than twice in a fiscal year.

10:1.2 Each Director shall receive notice of a forthcoming Regular Meeting at least ten days before each such meeting
from the Executive Director.

Section 2: Special Meetings: Any Board Member may, when he/she deems it necessary, at the request in writing, to the
President, issue a call for a Special Meeting of the Board.

10:2. Business transacted at a Special Meeting of the Board shall be limited to the purpose set forth in the Board member’
s written request.

10:2.1 Notice of time and place of all meetings will be delivered personally, by telephone or by electronic mail to each
Board member, or sent by first-class mail or facsimile, charges prepaid, addressed to Board member at the Board member’
s address as it is shown on the records of GPAC. In case the notice is mailed, it will be deposited in the United States mail
at least fourteen (14) days before the time of the holding of the meeting. In case the notice is delivered personally, by
telephone, facsimile or electronic mail it will be delivered at least forty-eight (48) hours before the time of the holding
of the meeting.

Section 3: Quorum: A simple majority of Board members constitutes a quorum and must be present before business can
be transacted or motions made or passed.

10:3 If a quorum is not present, a lesser number may adjourn the meeting to a later day, but not less than ten days
later, and the Board Secretary shall be instructed to give immediate notice to the absent Directors.

Section 4: Action Without Meeting: Any action required or permitted to be taken by the Board or a Committee of the
Board may be taken without a meeting if all of the Directors entitled to vote thereat shall individually or collectively
consent in writing to such action. Such written consent shall have the same force and effect as the unanimous vote of
such Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

Section 5: Electronic Mail, Telephone Meetings: If permitted under applicable law, communication by electronic mail
shall be considered equivalent to any communication otherwise required to be in writing. GPAC shall take such steps as it
deems appropriate under the circumstances to assure itself that communications by electronic mail is authentic. Board
Members shall also be permitted to participate in meetings of the Board through telephone communication if such can
be arranged so that all Board members can hear all other members. The use of telephone for participation shall
constitute presence in person.

Section 6: Internet Meetings: Board members shall also be permitted to hold meetings of the Board through Internet
communications if such can be arranged so that all Board members shall participate. An Internet chat area will be used
for the purpose of any/all Internet meetings. GPAC shall take such steps as it deems appropriate, under the
circumstances, to assure itself that communications via the Internet chat is authentic. The use of the Internet for
participation shall constitute as an official meeting and the Secretary shall record the minutes of the meeting as such.

Article XI - Rights of Inspection

Section 1: Permanent, Corporate Records: GPAC shall keep current and correct records of the accounts, minutes of the
meetings and proceedings, volunteer and records of all Board memberships, past and present, of GPAC. Such records shall
be kept at the registered office or the principal place of business of GPAC. Any such records shall be in written form or in
a form capable of being converted into written form. The Board shall publish, at least annually, a summary describing its
activities, including a financial statement, and a description of any payments made by GPAC, including reimbursements
of expenses.

Section 2: Inspections: Every Director shall have the right at any reasonable time, and on written demand stating the
purpose thereof, to examine the books and records of accounts, minutes and bylaws of GPAC. Each such Director shall
also have the right at any reasonable time to inspect the physical properties of GPAC. GPAC shall establish reasonable
procedures to protect against the inappropriate disclosure of confidential information.

Article XII - Amendments

Section 1: Amending Bylaws: The Articles of Incorporation or Bylaws of GPAC may be altered, amended, or repealed, and
new Bylaws adopted only upon action by a simple majority vote of all Directors of the Board, except as otherwise
provided in the Articles of Incorporation, or the Bylaws. Proposed amendments must be submitted to the Executive
Director to be sent out with regular Board announcements.

Article XIII - Chapter Dissolution

In the event of the chapter's dissolution, the remaining monies in the treasury, after chapter expenses have been paid,
will be contributed to an organization decided upon by the Board at the time of dissolution.