Episode Notes
Executive DirectorThe individual formally in charge of final decision making at an organization, who sometimes works closely with the organization’s Board of Directors. Sometimes a Founder is an Executive Director, especially early in a nonprofit’s growth stages. Mckenzee and NonprofitA non-governmental organization whose primary purpose is something other than selling goods or services. Specialist Julia discuss three administrative tools that are helpful (and in some cases necessary) for the effective administration of your animal organization: board bylaws, registered agents, and land surveys!
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This Episode’s Referenced Open Sanctuary Project Resources:
- Nonprofit Board Basics For Animal Sanctuaries | The Open Sanctuary Project
- Board Resources For Animal Sanctuaries | The Open Sanctuary Project
- The Animal Defense Partnership’s Model Bylaws Template | The Open Sanctuary Project
- The Open Sanctuary Project’s Animal Sanctuary Board Member Job Description | The Open Sanctuary Project
- How Registered Agents Can Help Your Animal Organization | The Open Sanctuary Project
- What Is A Land Survey And How Can It Help Your Animal Organization | The Open Sanctuary Project
- Understanding Your Animal Sanctuary’s Zoning Rights And Restrictions | The Open Sanctuary Project
- Site Planning At Your Animal Sanctuary | The Open Sanctuary Project
- Animal Defense Partnership
Episode Transcript (Auto-GeneratedThe following content was transcribed through an automated process and may contain transcription errors or misspellings.)
Mckenzee Griffler: Hey there, sanctuary and rescue pals, and welcome to another episode of the Open Sanctuary Podcast. We hope you’re all hanging in there. I’m Mckenzee Griffler and I am the executive director of the Open Sanctuary Project and today I am again here with my friend and colleague Julia Magnus, the nonprofit specialist of the Open Sanctuary Project. So, we have a pretty fun and simple episode for you today. We know that, as we say often, running an animal sanctuary is running a nonprofit regardless of whether you decide to incorporate or not. And we know that running animal organizations is a lot of work. There’s a lot of stuff that goes into it and there’s a lot of different information online of things that can be helpful and sometimes it can be a little bit confusing. So, Julie and I wanted to break down three helpful tools that your animal organization could make use of to help make your job of caring for animals, of rescuing animals a little bit easier. So, let’s get started. We’ll hop right into it. Julia, what is the first tool that you think that animal organizations should utilize as effectively as possible?
Julia Magnus: Well, let’s start from the beginning – why don’t we tackle board bylaws?
Mckenzee Griffler: So, when I hear board bylaws, I’m thinking of a document that seems a little bit stressful to read, a lot of single-spaced lines and a lot of legal that I don’t quite understand. But, I’m sure that there’s a lot of ways that board bylaws can be used to make an organization run a lot more effectively if they’re crafted mindfully.
Julia Magnus: Yes, that’s absolutely true. And backing up just a second, if you’re a 501c3 and even grassroots organizations want them at times, you’re going to need a board. So, that’s a critical component of any nonprofit organization and especially when it comes to animal sanctuaries. Your board is going to help provide your foundation for all the vital work you do and bring their skills, resources, and viewpoints to bear in support of your efforts and they can help you monitor and navigate governance and compliance issues that otherwise might fall through the cracks as you focus on animal care. So, there are a lot of things to learn about how to pick your board. That’s not what we’re talking about here. We have resources that discuss that what your board’s responsibilities are to your organization, the kinds of policies you should implement to govern your board. Those subjects will list in the show notes so you can check those out more if you want. But in this show, we’re going to talk specific specifically about one thing, which is bylaws. So, let’s get down to bylaws. What are they? You’re right. They seem scary. They seem kind of intimidating, but yeah, I mean, it’s like, ooh, we have to like make a constitution for ourselves or something like that, but it’s actually easier than it seems. And it’s one of five things that you’re going to have to do if you want to formally incorporate in the US at least. The others being like picking your name and as I said, choosing your board, you got to file articles of incorporation with the state and hold your first board meeting where you’re going to adopt your bylaws. So, okay, bylaws, what are they? They’re basically an operating manual for your board. So, you would normally file them along with your articles of incorporation with your state where you’re incorporating. Different states are going to have different requirements. So, as a general rule, first of all, we’d like to recommend that you when you’re starting an organization, consult with a experienced nonprofit attorney in your jurisdiction who will be familiar with your state’s requirements. Second of all, a good thing to keep in mind, a rule that is always going to help you when it comes to starting out with bylaws is keep them simple. Keep them simple. They should include a few basic things, and those would be your organization’s name and purpose, rules and procedures for holding board meetings, rules and procedures for selecting your directors, and electing or appointing officers, the rules and the duties of your directors and officers, and rules for navigating conflicts of interest should your board encounter them in making any given decision. Now, here’s a pro tip on conflict of interest policies. When you file to get 501c3 status in the US, the IRS is going to ask you if you have a conflict of interest policy in your bylaws. So, we recommend that you do. And we also recommend that you check out the instructions to form 1023, which is the form that you would fill out to file for your nonprofit status because they have a nonprofit conflict of interest policy. They have the language right there. I suggest just adopting it verbatim. If they suggest a thing, it’s usually for a reason. So, I recommend you follow their guideline there. So, also in your bylaws, you’re going to include how often your board meets and a dissolution clause. Those are kind of the basic elements of what go in there. So, to keep it simple, it’s basically like if your board was a board game. This is the little instruction manual that comes with it. This is what a board does.
Mckenzee Griffler: So, rather than just being entirely vibes based of, you know, we’re just feeling it out. It says, “All right, well, we got to meet four times a year, maybe.” It says that this person does this, this person does this, this person keeps minutes. So, so far that seems like a really great document to have to implement. Although, I imagine that It can get a lot more simple or a lot more nuanced depending on the age of the organization and the duties of the organization, right?
Julia Magnus: Yeah, that’s definitely true. And I think while it is kind of more like a a manual for a game, the board game of nonprofit, keep in mind it’s required by law. You want to take it seriously when you do it and make commitments that you’re going to follow. So don’t say, “Hey, we like each other. We’ll meet every week for fun because we like each other.” That’s probably not a realistic expectation. Keep in mind your state may have requirements for how many times a year your board should be meeting. So you’ll want to again consult with your local council about that to find out about requirements like that. Make sure you incorporate them in your bylaws. But there is some vibes that go into it because you are setting intentions and expectations for your board in these bylaws. And there’s another kind of vibes based element to it because while you’re not required to share your bylaws with the public. If you do that, it’s a nice way to be transparent and accountable to your supporters and it helps them understand exactly how your organization will operate. So, keep those things in mind. Keep in mind that drafting from the beginning carefully and thoughtfully is important. You can change your bylaws over time if you need to, and they are worth revisiting regularly to make sure that they are reflective of what you’re actually doing isn’t inconsistent with the law, but you will have to make sure to update the IRS every time that you change them in your next tax filing. So, keep that in mind. So, if you plan on when it comes to to writing generally, but also accurately, if you want to meet monthly as a board, okay, don’t say we’re going to meet on the first of every month, you know, the first might fall on a Sunday or something and that’s not convenient for folks. Just say we’re we’re going to meet monthly period the end. We’re not setting a date within our bylaws. And one other thing I have a little anecdote about is at one point I saw some discussion about a small nonprofit that was working on getting 501c3 status and they were talking about creating their bylaws. They were talking about how they were putting their adoption policies into their bylaws. That’s not what this is. This is a very general rule book that put detail to that level is not really a best practice because those kinds of policies may change over time and may need to change quickly depending on circumstances. So really those kinds of practices like adoption policies or care standards, things like that are better placed in operations manuals for internal organizational use versus bylaws.
Mckenzee Griffler: Yeah, I have to imagine that it’s kind of like, you know, they say like building a good habit, like a good daily habit. It’s better to keep it something simple and manageable and committing to that and then doing beyond it rather than saying, “Oh, I’m I got to do 100 push-ups a day and if I don’t do that then, you know, it’s just better to just create policies that are realistic but something that you can really stick with.” And, you know, really underscoring what Julia said, the accountability and transparency angle is always important, especially if you are a 501c3 nonprofit since you are beholden to the public. But I could see that this would be a lot for an organization to get started with, especially a brand new organization who’s got all these other big hopes and dreams. Do we have anything that can help the people out a little bit?
Julia Magnus: Why, I’m so glad you asked because yes, we do. If you understand a little bit better what bylaws are now, but you still feel a bit confused, not to worry. We have a template that was created by the lovely Animal Defense Partnership, which is a wonderful nonprofit comprised of attorneys who offer their services to animal organizations. They created this template which can serve as a general guide for you. You can tailor it for your own organization. Just keep in mind again, you’ll need to comply with the rules of your jurisdiction. And so, you’ll want again to consult with a qualified attorney in that jurisdiction just to make sure that everything is complying with your local rules. You can find a link to that in our show notes or you can search board bylaws at opensanctuary.org if you want to grab those. And I do want to say this isn’t an episode where we’re talking about boards. But boards are important. Boards help you do things. Boards help you help animals better. So don’t sleep on having a strong board. I know it feels like a lot of extra investment in time and in people and trusting people, but this is really where the magic of nonprofit organizations can really happen if you allow it to.
Mckenzee Griffler: Totally agree. And just for your perusal, we’ve included links to all our board resources at OSP in our show notes. So, if you take some time to go through those, those might help inspire you to build a better and stronger board. Another thing that I know you’re really excited to tell people about in terms of nonprofit stuff that can help out animal organizations that might not be on everybody’s radar is something called a registered agent. And I am just wondering what the heck is a registered agent, Julia?
Julia Magnus: It’s a very handy dandy tool and you are not alone because a lot of folks don’t know about registered agents or that there are ways that you can get help for your organization by using either an individual or a service who specialized in this kind of work. So let’s start. This is again another sort of beginner part of applying for a 501c3 because Basically, when you’re applying for 501c3 status, you are going to have to supply the name and the address of a registered agent for your organization. And this is either an individual or a service. And if it’s an individual, they have to be 18 years or older because their address will be used for all official communications from service of process. to other legal notices like compliance or tax related updates. Okay, key point here. This address and this individual or service, it does not have to be the physical address of your rescue or sanctuary organization. And I’ll get back to why that’s helpful in a little bit, but basically your registered agent is is your point of contact, your legal point of contact for official communications from state and federal governing bodies. And I mentioned service of process. What that means is in the unfortunate event that you are subject to a lawsuit, basically the means by which a summon and complaint would be delivered to you is called service of process and your registered agent is the person who would receive those documents. So your registered agent will also have to have basically be available at this address during regular business hours. So again, as I mentioned, you can pick either an individual That could be somebody like a board member. It could be your founderSomeone who starts an organization. A Founder may or may not also be the Executive Director of an organization.. It could be trusted individual or volunteer within the organization or you can pick a commercial service. So there are some tips that you’re going to want to keep in mind when it comes to picking your registered agent. Mostly they occupy a position of trust. So they may be getting like mailings for credit card applications, all kinds of other financial things. So pick somebody with caution and discretion. profession who will either dispose of those things appropriately or will bring them to your attention promptly. So that’s a general rule, but let’s let’s look at commercial services first.
Mckenzee Griffler: Yeah. Why would you want to necessarily spend more money and we know money isn’t easy to come by at sanctuary sometimes. Why would you want to necessarily say, “Yeah, this is worth spending a little bit of our budget on a commercial service for a registered agent rather than just saying, “Oh, well, my buddy has a house and I know he’d be fine picking up my mail.
Julia Magnus: Yeah, that’s a really good question. Again, what if your buddy goes out of town for 6 weeks and all of a sudden you’ve gotten a tax communication from the IRS mail to you? The benefit to a commercial service is that they are always there. That is what they do and they’re always going to be receiving your mail and will be forwarding and notifying you as it comes in. So, that’s kind of a benefit and things happen with individuals. It it can happen Also, individuals sometimes move and every time your registered agent changes address, you have to update your state and that might come with fees. Commercial services stay put for that reason. There’s also an added benefit that can come with certain commercial services. One thing that we have a resource about is state registration for fundraising. So, in certain states, even if you’re not located in them, you might be required to register there for fundraising purposes. There are commercial registered agent services that can offer nationwide support, including stable office addresses in each state. So, if you fund raise across multiple states, they can kind of handle all of the filings for you. It can prevent a lot of headaches. So, that’s one other added benefit of a commercial service. You definitely want to make sure, though, that you’re looking for somebody who has expertise working with nonprofitsNon-governmental organizations whose primary purpose is something other than selling goods or services. because they might also be able to give you some additional services, and make sure that you are very clear on what their recording and communications policies are when you’re looking at commercial services. And when it comes to cost, just for having them receive your stuff, it’s not really that much. The cost will go up if you’re having them handle your business in multiple states or if you’re having them do additional services beyond just acting as kind of a recipient of your mail. But, you know, for a lot of folks that can be worth it and it kind of can take a load off the mind. that you know for sure you’re not missing anything that’s being mailed to you.
Mckenzee Griffler: Yeah. And I think that’s really the important bottom line of it is like none of this stuff is necessarily something that could not be managed by yourself or a trusted friend, but there can be times when something really important does come through. And I think when there’s an opportunity to lower your mental load and give yourself a little bit more capacity, I think that can be really important at sanctuaries and that’s doubly so when it comes to things related to your tax status or your filing or your status with the government. So just something to think about especially if you’re just getting started and you haven’t filed anything yet. Definitely and we’ve kind of covered what you need to look for for a commercial service. They’re probably again, I think we’ve covered part of it, but if you’re going to use an individual, then you definitely again want to make sure to pick somebody with a stable address. Make sure So they have the regular office hours so they can actually get the things that are being sent. And make sure that they’re organized enough to keep copies of all these things and maybe log when they receive them and when they were sent to you and that they’re 18 because they need to be in order to receive service of process. I want to tag on on the registered agent. In addition to the being a little bit of a load off your mind, it’s just making life a little bit easier. There’s a kind of hidden benefit to it. If you’re using Using a registered agent that does not have the same address as your sanctuary, it can be really helpful when it comes to privacy. Using an agent with a different physical address, that means that you can keep your organization’s location information off public information like tax filings. And this can really help with privacy. I know that this can be a concern for a lot of organizations, particularly if you’re working on things like legal cases. My brain always goes to cock fighting because that’s That’s where it goes. And in those kinds of situations where you have animals who’ve been seized, you may not want people to know where they are. You don’t want people to come looking for them and trying to get them back. So having your address be private can be really helpful, especially if you’re not an organization that really is interested in active public outreachAn activity or campaign to share information with the public or a specific group. Typically used in reference to an organization’s efforts to share their mission.. So yeah, consider a registered agent. Yeah. And that is two out of three little tips that we said we were going to bring to you and we’re bringing to you. The last one I know we have a really great resource about, but I definitely would love to hear a quick pitch on why sanctuaries, especially already established sanctuaries, but also new sanctuaries. What exactly is a land survey or I guess who was a land surveyor and why would they be a pretty important thing to consider bringing onto your sanctuary?
Julia Magnus: A land survey basically is an exact scale drawing of the dimensions of a parcel of land which will generally also show the location and scale of physical structures that are located on that land. That could be things like homes or barns, but they can show a whole lot more. If you have purchased your property, the chances are that you will probably have gotten a survey as part of that purchase process. This will, I mean, they will show you at the very least the shape and boundaries of your parcel of land. But a lot of folks don’t know that you can actually kind of get add-ons onto surveys that can really help you with a lot of things, including knowledge that can improve the quality of life of your residents and also help you steer clear of legal entanglements. If you have issues like boundary disputes, surveys are a great way to resolve them. So, basically, a surveyor is a licensed professional Most states that have surveyors will have professional licensing for these surveyors and they require that they carry insurance. They have special skills in walking properties and measuring them. And some of them may have even more specialized skills like wetlands mapping or things like that. If you’re looking for a surveyor, there is a national society of professional surveyors. That’s a good place to start. It’s basically a trade organization. It has affiliated organizations in all 50 states and you can contact them for recommendations in your area. You can also if you have a real estate lawyer ask them who they recommend in your area.
Mckenzee Griffler: Okay. So, what are some of the particular scenarios that might come up? Let’s say you have a neighbor and you’re replacing fencing and the neighbor all of a sudden comes roaring out and says, “Hey, your fencing is encroaching on my property. Get your fencing off my property.” And so, you’re like, “Actually, I don’t think it is.” But a really quick way to solve this problem would be to take a look at our surveys. The boundaries are typically going to be marked physically on the property with things like iron stakes. You may be able to locate those yourselves based off the survey and then resolve the dispute there and then. Or you can call the person who made the survey and have them come in and settle the matter. In terms of quality of life for your residents, if you hire a survey and ask them them to indicate significant geographical features like marsh or wetlands. These are areas that you may not want to locate living areas in. Like you probably don’t want to have a cowWhile "cow" can be defined to refer exclusively to female cattle, at The Open Sanctuary Project we refer to domesticated cattle of all ages and sexes as "cows." pasture in a marsh. So having this sort of overhead view of your property can help you make decisions like that. And I also want to mention that we do have a really good site planning resource as well. And so surveys are very useful when it comes to that kind of thing. That seems pretty important. And it’s interesting to me that you can get away with purchasing land without making use of a surveyor. But I guess it’s just something that can happen. And especially when you’re already in the process of looking for a place for a sanctuary, you’ve got all these considerations. You probably have limited options sometimes depending on what you’re looking for. So just having an extra little bit of information to help you maximize what you want to do on your sanctuary and minimize the parts that might be challenges can really go a long way in terms of helping you not make costly mistakes or have to make adjustments in the future that could have been avoided had you just had somebody really properly point out what was going on on your property.
Julia Magnus: Absolutely. And I would also say that surveys are useful in addition to like the neighbor dispute thing and the geographical kind of features of your land from a site plan. perspective. It’s also from a legal restrictions point of view important. So they can show things like zoning that may or may not impact what you can do on your property. And while I’m mentioning zoning, we also have a resource on that which we’re including in the show notes. And so it it really it really helps you kind of know about what potential liabilities lie on your land, what you can and can’t do, and what’s safe for your residents. So highly recommend getting service ways where possible and getting as much detail as you can on them.
Mckenzee Griffler: Well, that sounds pretty good to me. I know very often our audience is people that are constantly, you know, they don’t have a lot of capacity for a lot of stuff. It’s either budgetary or time or even just the mental capacity to make decisions. But we do hope that if any of these pique your interest, you take a look on our website because we have a lot more information about each to these topics. And also reach out to us if you have any questions about any of these or, you know, any other requests for other tips or tricks that their organization might be able to make use of to make the hard work of both running a nonprofit and running an animal sanctuary a little bit more manageable for them. And we hope that this discussion was valuable. And as always, we have a comprehensive list of the resources that we’ve referred to in our show notes and you can as always find them for free at opensanctuary.org.
