Bylaws of PROVENIQ Foundation, Inc.

ARTICLE I — NAME, PURPOSE & LEGAL IDENTITY

Section 1. Name

The name of the organization shall be PROVENIQ Foundation, Inc. (“the Corporation”).

Section 2. Nonprofit Status

The Corporation shall operate as a nonprofit organization organized exclusively for charitable, educational, and public benefit purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Section 3. State of Incorporation

The Corporation is organized under the West Virginia Nonprofit Corporation Act, WV Code Chapter 31E. All governance provisions shall be interpreted consistently with WV state law. Where these bylaws are silent, WV Code Chapter 31E controls.

Section 4. Registered Agent and Principal Office

The Corporation shall maintain a registered agent and principal office in the State of West Virginia as required by law. The Board shall designate the registered agent and may change the principal office by resolution.

Section 5. Fiscal Year

The fiscal year of the Corporation shall be January 1 through December 31.

Section 6. Mission

The Corporation’s mission is to build and operate technology, programs, and partnerships that improve animal welfare, protect companion animals, and support the people and institutions that care for them.

Section 7. Vision

The Corporation’s vision is a world where critical technology infrastructure exists for the public good, not private profit — where the systems that protect lives, reunite families, and serve communities are available to everyone, so that no life is ever lost because the infrastructure meant to save it simply wasn’t there.

Section 8. Restrictions

The Corporation shall not engage in activities inconsistent with its tax-exempt status. No part of the net earnings shall inure to the benefit of any private individual except for reasonable compensation for services rendered.

Section 9. Political Activity Restrictions

The Corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. The Corporation may engage in limited lobbying activity consistent with Section 501(c)(3) and may elect the expenditure test under Section 501(h) if the Board determines it is appropriate. Legislative advocacy related to the Corporation’s charitable mission (such as the B.A.R.K. Act or FETCH Act) is permitted within these limits.

ARTICLE II — GOVERNING BODY

Section 1. Authority of the Board

The affairs of the Corporation shall be governed by its Board of Directors. The Board is responsible for strategic oversight, fiduciary stewardship, policy governance, and appointment and supervision of the Chief Executive Officer. The Board shall not engage in day-to-day operational management.

Section 2. Parliamentary Authority

Unless otherwise provided in these bylaws, meetings of the Board shall be conducted in accordance with the most recent edition of Robert’s Rules of Order, Newly Revised, to the extent they are applicable and not inconsistent with these bylaws or WV law.

ARTICLE III — BOARD OF DIRECTORS

Section 1. Number of Directors

The Board shall consist of nine (9) Directors.

Section 2. Composition

The Board should collectively represent expertise in governance and nonprofit leadership, finance and accounting, legal or public policy, animal welfare or veterinary services, philanthropy and fundraising, technology and data governance, and community leadership.

Section 3. Board Seats

The Board shall consist of the following designated seats: (1) Board Chair, (2) Vice Chair, (3) Treasurer, (4) Secretary, (5) Founder/CEO Seat, (6) Animal Welfare Operations, (7) Legal/Compliance/Public Policy, (8) Finance/Investment/Risk, and (9) Community/Philanthropy/Strategic Partnerships.

Section 4. Founder Seat

The Founder of the Corporation, Terry Holliday, shall hold a designated seat on the Board for a minimum term of five (5) years from the date of initial Board adoption of these Bylaws, or for as long as the Founder actively serves as Chief Executive Officer, whichever period is longer.

Founder Seat Transition

If the Founder voluntarily vacates the CEO role but wishes to continue Board service, the Founder may transition to an at-large Board seat for the remainder of the current term, subject to Board approval by majority vote. The Founder’s honorary title is not affected by this transition.

Section 5. Independence

A majority of Directors shall be independent, meaning they are not employees of the Corporation and do not receive material financial benefit from it.

Section 6. Term Length

Directors shall serve three-year terms.

Section 7. Term Limits

Directors may serve a maximum of three consecutive full terms (nine years). After a one-year absence, a former Director may be reappointed. The Founder/CEO seat is exempt from term limits while the Founder actively serves as CEO and during the guaranteed minimum five-year term.

Section 8. Staggered Terms

Board terms shall be staggered so that approximately one-third of Directors are elected each year.

Note: Initial terms are staggered so that approximately one-third of Directors are elected each year. After the initial cycle, all appointments revert to standard three-year terms. The Founder/CEO seat carries a guaranteed minimum five-year term or continuous service while serving as CEO, whichever is longer.

After the initial cycle, all appointments revert to standard three-year terms.

Section 9. Diversity and Geographic Representation

The Governance & Nominating Committee shall consider diversity of background, expertise, geography, and lived experience when recruiting Directors. Given PROVENIQ’s West Virginia roots and national mission, the Board should include Directors with direct knowledge of Appalachian communities alongside Directors with national nonprofit, technology, or animal welfare experience.

Section 10. Director Vetting

All prospective Directors shall complete a background disclosure form and may be subject to reasonable background verification at the discretion of the Governance & Nominating Committee. Prospective Directors must also review and acknowledge the Conflict of Interest Policy, these bylaws, and the Board Constitution and Director Expectations Charter before their nomination is presented to the full Board.

ARTICLE IV — REMOVAL, VACANCIES & ADVISORY ROLES

Section 1. Removal of Directors

A Director may be removed by two-thirds vote of the full Board for failure to perform duties, misconduct, or violation of governance policies.

Section 2. Vacancies

Vacancies may be filled by majority vote of the Board. Replacement Directors serve the remainder of the vacated term.

Section 3. Advisory Board and Emeritus Status

The Board may establish an Advisory Board consisting of individuals who provide expertise, community connections, or institutional knowledge but do not hold fiduciary responsibility or voting authority. Advisory Board members serve at the pleasure of the Board. The Board may also confer Emeritus status on departing Directors who served with distinction, allowing continued participation in an advisory capacity without voting rights.

ARTICLE V — OFFICERS

Section 1. Officers

The Officers of the Board shall include Board Chair, Vice Chair, Treasurer, and Secretary.

Section 2. Election

The Founder shall appoint the initial Officers of the Board upon formation of the founding Board. Thereafter, Officers shall be elected by the Board for three-year terms aligned with their Board seat terms. Initial Officer appointments by the Founder shall serve until the first regular election cycle, which shall occur no later than the second annual meeting of the Board.

Section 3. Duties

Board Chair Presides over board meetings. Supervises governance processes. Oversees CEO evaluation. Serves as primary liaison between the Board and the CEO on governance matters.

Vice Chair Assists the Chair. Presides when Chair is unavailable. Serves as the Board’s point of contact for committee coordination. Supports the Chair in board development activities. Assumes the full duties of the Chair in the event of a temporary absence, incapacity, or vacancy in the Chair position until a new Chair is elected.

Treasurer Oversees financial governance. Chairs the Finance, Audit & Risk Committee.

Secretary Maintains corporate records. Ensures proper meeting documentation.

Section 4. Separation of Roles

The offices of Board Chair and Chief Executive Officer shall not be held by the same individual.

ARTICLE VI — CHIEF EXECUTIVE OFFICER

Section 1. Appointment

The Founder, Terry Holliday, shall serve as the first Chief Executive Officer of the Corporation. Each successive Chief Executive Officer shall be appointed by the Board of Directors.

Section 2. Duties

The CEO is responsible for management of operations, hiring and supervision of staff, execution of board-approved strategy, financial stewardship, and fundraising and partnerships.

Section 3. Reporting

The CEO reports to the Board of Directors.

Section 4. Founder Recognition

The Board recognizes Terry Holliday as Founder of the Corporation. The title of Founder shall be permanent unless amended by two-thirds vote of the Board.

Section 5. CEO Removal Without Cause

Removal of the Chief Executive Officer without cause requires two-thirds vote of the full Board.

Section 6. CEO Removal For Cause

Cause may include fraud, embezzlement, felony conviction materially related to duties, gross misconduct, material breach of fiduciary duty, or sustained incapacity. The CEO shall be given written notice and opportunity to respond.

Section 7. Emergency CEO Succession

The Board shall maintain a written emergency succession plan identifying at least one interim leadership designee in the event the CEO becomes suddenly unable to serve due to incapacity, death, resignation, or removal. The plan shall be reviewed annually by the Executive Committee and updated as needed. In the absence of a current plan, the Vice Chair of the Board shall serve as interim executive authority until the Board convenes to appoint an acting CEO.

Section 8. CEO Compensation

The Board shall determine reasonable compensation for the CEO using a documented process that includes review of comparable compensation data. The Finance, Audit & Risk Committee or a designated Compensation subcommittee shall make recommendations to the full Board. The CEO shall be recused from any vote on their own compensation.

Section 9. Annual CEO Review

The CEO shall be reviewed annually through a structured process led by the Board Chair and the Governance & Nominating Committee. The review shall include strategic performance, financial stewardship, mission execution, leadership effectiveness, organizational health, and fundraising progress appropriate to stage. Results are presented to the full Board.

ARTICLE VII — MEETINGS

Section 1. Regular Meetings

The Board shall meet at least every other month (six times per year). Regular meetings shall be held in January, March, May, July, September, and November of each year, commencing at 6:00 PM Eastern Time, on a day selected by the Board Chair that is convenient for a majority of Directors. The Board Chair shall provide at least fourteen (14) days’ written notice of the date of each regular meeting. The Board may by resolution establish an alternative schedule, provided meetings occur no less frequently than every other month.

Section 2. Special Meetings

Special meetings may be called by the Board Chair or a majority of Directors.

Section 3. Quorum

A majority of Directors then in office constitutes a quorum.

Section 4. Voting

Unless otherwise specified, actions require majority vote of Directors present at a duly called meeting at which quorum is present.

Section 5. Electronic and Virtual Meetings

Directors may participate in any meeting by telephone, video conference, or other communications technology that allows all participants to hear and communicate with each other simultaneously. Participation by such means constitutes presence in person for quorum and voting purposes. This is consistent with WV Code §31E-8-820.

Section 6. Action Without a Meeting

Any action required or permitted at a Board meeting may be taken without a meeting if every Director entitled to vote on the action signs a written consent describing the action taken. Written consent may be delivered by electronic transmission. Consents shall be filed with the corporate records. This is consistent with WV Code §31E-8-821.

Section 7. Executive Session

The Board may convene in executive session (without the CEO or other non-Board members present) at any duly called meeting upon motion approved by majority vote. Executive sessions are appropriate for CEO performance review, compensation discussions, sensitive legal matters, and internal Board governance issues. Minutes of executive sessions shall be maintained by the Secretary in a separate confidential file.

ARTICLE VIII — COMMITTEES

Section 1. Standing Committees

The Board shall operate through the following standing committees. Committees operate under Board authority but do not replace Board governance.

1. Executive Committee Size: 4—5 members. Members: Board Chair, Vice Chair, Treasurer, Secretary, CEO (non-voting participant). Domain: governance coordination, urgent between-meeting matters, agenda planning. The Executive Committee may not override decisions reserved for the full Board.

2. Finance, Audit & Risk Committee Size: 3—5 members. Chaired by the Treasurer. Domain: annual budget review, financial reporting oversight, internal control policies, audit oversight, Form 990 review, insurance and enterprise risk management, investment and reserve policies, CEO compensation review.

3. Governance & Nominating Committee Size: 3—4 members. Domain: board recruitment, board evaluations, governance policy development, bylaws review, conflict-of-interest oversight, board training and orientation, leadership succession planning, director vetting.

4. Development & Strategic Partnerships Committee Size: 3—5 members. Domain: fundraising strategy, sponsorship development, grant introductions, major donor cultivation, strategic partnership development. Committee members assist development staff but do not replace professional fundraising operations.

5. Mission, Programs & Impact Committee (future) Size: 3—5 members. Activated when organizational scale justifies it. Domain: mission alignment review, program performance monitoring, impact metrics, statewide program expansion oversight.

ARTICLE IX — INTELLECTUAL PROPERTY

Section 1. Technology Ownership Structure

All technology platforms, software, specifications, documentation, training materials, and related intellectual property comprising the Pet Command ecosystem are owned by the PROVENIQ Charitable Trust (“the Trust”).

Section 2. License from Trust to Foundation

The Trust grants the Corporation a perpetual, royalty-free, exclusive operational license to use, deploy, maintain, and enhance the Pet Command technology ecosystem in furtherance of the Corporation’s charitable mission. The terms and conditions of this license are governed by a separate Technology License Agreement between the Trust and the Corporation. The Board shall ensure that the Technology License Agreement is reviewed periodically and that the Corporation’s rights and obligations under the agreement are clearly understood.

Section 3. Sublicensing Through Pet Command

The Corporation may sublicense Pet Command technology to shelters, rescues, veterinary practices, municipal agencies, and other qualified end users consistent with the Corporation’s charitable mission and the terms of the Technology License Agreement with the Trust. All sublicenses shall be documented and administered by the CEO or their designee. Sublicense terms shall ensure that end users do not acquire ownership rights in the underlying technology and that all usage remains consistent with the Corporation’s mission and the Trust’s IP protections.

Section 4. Pet Command Ecosystem Platforms

The Pet Command ecosystem currently includes the following operating platforms licensed through this structure: MAYDAY, ShelterOS, LifeLog, VetOS, Guardians, ACO-Mobile, and SYSOP. Additional platforms may be added to the ecosystem by mutual agreement between the Trust and the Corporation.

Section 5. Foundation-Developed Enhancements

Any enhancements, modifications, derivative works, or new features developed by the Corporation or its employees, contractors, or volunteers using Foundation resources shall be subject to the terms of the Technology License Agreement with the Trust. The Corporation shall not claim independent ownership of derivative works that build upon Trust-owned technology without the Trust’s written consent.

Section 6. Contributor IP Assignments

All employees, contractors, and volunteers contributing to technology work administered by the Corporation shall execute an intellectual property assignment or work-for-hire agreement as a condition of engagement. The CEO shall maintain a registry of all such agreements. Assignment terms shall be consistent with the Trust’s ownership structure.

Section 7. Open Source Policy

The Corporation may recommend that Trust-owned code be released under open source licenses when doing so advances the charitable mission. Open source releases require written approval from both the Trust and the Board. Open source releases shall not compromise proprietary competitive advantages critical to the ecosystem’s sustainability.

ARTICLE X — FINANCIAL GOVERNANCE

Section 1. Banking and Signature Authority

The Board shall designate authorized signatories for all Corporation bank accounts. At minimum, the CEO and Treasurer shall be authorized signatories. Expenditures exceeding a threshold set by Board policy (initially $5,000) shall require two authorized signatures. The Finance, Audit & Risk Committee shall review signature authority annually.

Section 2. Investment Policy

The Board shall adopt and periodically review an Investment Policy governing the management of Corporation reserves and restricted funds. Until such policy is adopted, Corporation funds shall be held in FDIC-insured accounts or equivalent low-risk instruments.

Section 3. Gift Acceptance Policy

The Board shall adopt a Gift Acceptance Policy governing the types of gifts the Corporation may accept, including conditions under which the Corporation may decline gifts that are inconsistent with its mission, create unacceptable obligations, or present legal or reputational risk.

Section 4. Compensation

Directors serve without compensation. The Board may reimburse reasonable expenses incurred while performing official duties. The Board shall determine reasonable compensation for the CEO through a documented process.

ARTICLE XI — POLICIES & PROTECTIONS

Section 1. Conflict of Interest

All Directors, Officers, and key employees shall adhere to the Corporation’s Conflict of Interest Policy, which is maintained as a separate governance document (see Document 3 of this packet). Directors must disclose financial or personal interests in matters before the Board. Interested Directors shall abstain from related votes.

Section 2. Whistleblower Protection

The Corporation shall adopt and maintain a Whistleblower Protection Policy. Any Director, officer, employee, or volunteer who in good faith reports suspected fraud, waste, abuse, violations of law, or governance violations shall be protected from retaliation. Reports may be made to the Board Chair, Governance Committee Chair, or through a designated confidential reporting channel. Retaliation against a good-faith reporter is grounds for discipline up to and including removal or termination.

Section 3. Document Retention and Destruction

The Corporation shall adopt a Document Retention and Destruction Policy specifying retention periods for corporate records, financial documents, personnel files, grant records, tax filings, and correspondence. No documents shall be destroyed in anticipation of or during any legal proceeding, audit, or investigation.

Section 4. Directors & Officers Insurance

The Corporation shall obtain and maintain Directors & Officers (D&O) liability insurance in an amount deemed appropriate by the Board. The Finance, Audit & Risk Committee shall review coverage annually.

Section 5. General Insurance Requirements

The Corporation shall maintain general liability insurance, cyber liability insurance appropriate to its technology operations, and such other insurance as the Board deems prudent. The Finance, Audit & Risk Committee shall review all insurance coverage annually and report to the full Board.

Section 6. Data Privacy and Cybersecurity Governance

Given the Corporation’s role as operator of technology infrastructure handling animal records, personal information, veterinary data, and geolocation data, the Board shall ensure appropriate data privacy and cybersecurity governance. The CEO shall maintain written data governance policies consistent with applicable law and industry best practices. The Board or a designated committee shall receive at least annual reporting on cybersecurity posture, data incidents, and privacy compliance.

Section 7. Spokesperson and Media Policy

Only the CEO, Board Chair, or their designees may make official public statements on behalf of the Corporation. Directors shall not represent personal opinions as official Corporation positions in media, social media, or public forums. Directors are encouraged to support the Corporation’s public presence but must coordinate with the CEO before making substantive public statements about Corporation programs, policies, or positions.

Section 8. Americans with Disabilities Act (ADA) Compliance

a. Policy Statement

PROVENIQ Foundation is committed to full compliance with the Americans with Disabilities Act (ADA) of 1990, as amended, and all applicable federal, state, and local disability rights laws. The Corporation shall not discriminate against any qualified individual with a disability in employment, volunteer service, Board service, programs, services, or activities.

b. Employment and Volunteer Accommodations

The Corporation shall provide reasonable accommodations to qualified employees, applicants, volunteers, and Board members with disabilities, unless doing so would impose an undue hardship on the organization. Accommodations may include but are not limited to modified work schedules, assistive technology, accessible meeting formats, remote participation options, alternative document formats, and physical workspace modifications.

c. Program and Service Accessibility

All programs, services, and activities of the Corporation shall be accessible to individuals with disabilities to the maximum extent feasible. This includes public events, training programs, stakeholder communications, and community outreach.

d. Digital Accessibility

All public-facing platforms (including MAYDAY, ShelterOS, LifeLog, VetOS, and the Foundation website) shall comply with Web Content Accessibility Guidelines (WCAG) 2.1 Level AA or the current applicable standard. The CEO shall ensure that digital accessibility is incorporated into the development lifecycle of all Pet Command ecosystem platforms and that periodic accessibility audits are conducted.

e. ADA Coordinator

The CEO shall designate an ADA Coordinator responsible for overseeing compliance, processing accommodation requests, investigating complaints, and coordinating staff training on disability rights and accessibility. Until a separate designee is appointed, the CEO shall serve as ADA Coordinator.

f. Board Accessibility

Board meetings, committee meetings, and governance materials shall be made available in accessible formats upon request. Directors requiring accommodations to fulfill their governance duties shall notify the Board Chair or ADA Coordinator, and the Corporation shall provide reasonable accommodations promptly.

Section 9. ADA Reporting and Complaint Procedures

a. Accommodation Request Process

Any employee, volunteer, Board member, or program participant may request a reasonable accommodation by submitting a request (verbal or written) to the ADA Coordinator or their direct supervisor. The ADA Coordinator shall initiate an interactive process with the requesting individual within five (5) business days to identify the nature of the limitation, explore potential accommodations, and determine an effective accommodation. The Corporation shall document all accommodation requests and resolutions in a confidential ADA log maintained by the ADA Coordinator.

b. Complaint Process

Any individual who believes they have been subjected to discrimination on the basis of disability in connection with the Corporation’s employment practices, programs, services, or activities may file a complaint using any of the following methods:

Reporting Methods

• Written complaint submitted to the ADA Coordinator by email, postal mail, or through a designated online form on the Foundation website.
• Verbal complaint reported directly to the ADA Coordinator, CEO, or Board Chair, who shall document the complaint in writing.
• Anonymous complaint submitted through the Corporation’s confidential reporting channel (the same channel used for whistleblower reports).
• Third-party complaint filed by a representative, advocate, or legal counsel on behalf of the affected individual.

c. Investigation and Resolution

The ADA Coordinator shall acknowledge receipt of a complaint within five (5) business days and shall complete an investigation within thirty (30) calendar days, unless circumstances require additional time. The investigation shall include an interview with the complainant (if not anonymous), relevant witnesses, and the respondent. The ADA Coordinator shall issue a written determination with findings and any corrective action. If the complainant is dissatisfied with the outcome, they may appeal to the Board Chair or Governance Committee within fifteen (15) calendar days of receiving the determination.

d. Non-Retaliation

The Corporation strictly prohibits retaliation against any individual who requests an accommodation, files a disability-related complaint, participates in an investigation, or exercises any right protected under the ADA or related laws. Retaliation is grounds for discipline up to and including termination or removal from the Board.

e. External Remedies

Nothing in this policy prevents an individual from filing a complaint with the U.S. Equal Employment Opportunity Commission (EEOC), the U.S. Department of Justice, the West Virginia Human Rights Commission, or any other appropriate federal, state, or local agency. The Corporation shall not discourage individuals from pursuing external remedies.

f. Recordkeeping and Annual Review

The ADA Coordinator shall maintain confidential records of all accommodation requests, complaints, investigations, and resolutions. The CEO shall include a summary of ADA compliance activity (without identifying information) in the annual report to the Board. The ADA policy and procedures shall be reviewed annually by the Governance & Nominating Committee and updated as needed.

Section 10. Indemnification

The Corporation may indemnify Directors, Officers, and employees against liabilities incurred in good faith performance of duties to the fullest extent permitted by WV Code Chapter 31E.

ARTICLE XII — AMENDMENTS & DISSOLUTION

Section 1. Bylaw Amendments

These bylaws may be amended only by two-thirds vote of Directors then in office, provided written notice of the proposed amendment is delivered at least fourteen (14) days in advance of the meeting.

Section 2. Supermajority Actions

Supermajority (two-thirds) approval is required for CEO removal without cause, bylaw amendments, mergers, dissolution, and major asset transfers.

Section 3. Dissolution

Upon dissolution, the assets of the Corporation shall be distributed to one or more organizations qualified under Section 501(c)(3) that share similar charitable purposes. Prior to dissolution, the Corporation shall comply with all WV Secretary of State notification requirements and any applicable Attorney General notification provisions under WV Code Chapter 31E.