Organized 2002
Austin Firefighters Outreach Fund was created in
January of 2002 following the 9/11 attacks on
America. During that time period there was a
tremendous outpour of gratitude toward
firefighters throughout the nation. With that
response the Austin Firefighters Association
created Austin Firefighters Outreach Fund for the
purpose of providing a non-profit tax entity, which
could accept that money. Since our inception we
have had the opportunity to help our fellow
firefighters in the Austin area also reaching out to
the residents who have an immediate need
following a fire, flood or other natural disaster. Our
hope is to build this organization to become a
resource that can be counted on when a need
arises.
January of 2002 following the 9/11 attacks on
America. During that time period there was a
tremendous outpour of gratitude toward
firefighters throughout the nation. With that
response the Austin Firefighters Association
created Austin Firefighters Outreach Fund for the
purpose of providing a non-profit tax entity, which
could accept that money. Since our inception we
have had the opportunity to help our fellow
firefighters in the Austin area also reaching out to
the residents who have an immediate need
following a fire, flood or other natural disaster. Our
hope is to build this organization to become a
resource that can be counted on when a need
arises.
About Us
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Mission Statement
Austin Firefighters Outreach Fund provides
immediate financial assistance to firefighters
and their families impacted by an unexpected
injury, illness, or death. Additionally the “Fund”
provides assistance to citizens of Travis and
surrounding counties who experience a major
catastrophe involving fire, flood, tornado and
other natural disasters
Austin Firefighters Outreach Fund provides
immediate financial assistance to firefighters
and their families impacted by an unexpected
injury, illness, or death. Additionally the “Fund”
provides assistance to citizens of Travis and
surrounding counties who experience a major
catastrophe involving fire, flood, tornado and
other natural disasters
| Motto Before During and After |
| Austin Firefighters Outreach Fund |
Austin Firefighters Relief and Outreach Fund
Bylaws 2001
Article I
Name and Location
1.01 Name. The name of this Corporation shall be AUSTIN FIREFIGHTERS RELIEF AND
OUTREACH FUND.
1.02 Principal Office. The principal office shall be located at 7537 Cameron Rd., Austin
Travis County, Texas.
1.03 Other Offices. The Corporation may have such other offices for the transaction of
business as the Board of Directors may determine from time to time.
1.04 Registered Office and Registered Agent. The Corporation shall have and continuously
maintain in the State of Texas a registered office, and a registered agent whose office is
identical with such registered office, as required by the Texas Non-Profit Corporation Act. The
registered office may be, identical with the principal office of the Corporation in the State of
Texas, and the registered agent and the address of the registered office may be changed from
time to time by the Board of Directors.
Article II
Purposes
2.01 Purpose. The objectives and purposes for which this Corporation is formed are those
objectives and purposes as set forth in Article IV of the Articles of Incorporation of the
Corporation.
Article III
Board of Directors
3.01 General Powers. The affairs of the Corporation shall be managed, controlled and
administered by a Board of Directors. The Board of Directors shall be composed of not less
than three (3) and not more than fifteen (15) persons, each of whom shall serve for a term of
two (2) years and until his or her successor shall have been elected and qualified; provided, that
the directors comprising the initial Board of Directors may serve staggered terms of either one
(1) or two (2) years as may be provided for at the organizational meeting of the Corporation.
The Board of Directors as set forth in the Articles of Incorporation shall serve as the initial
Board of Directors. The initial Board of Directors may add additional directors at the
Organizational Meeting. All Directors shall have equal voting rights. The number of directors that
shall constitute the whole Board shall be fixed from time to time by resolution of a majority of
the Board of Directors but in no event shall it be less than three (3). No decrease in the number
of directors shall have the effect of shortening the term of any incumbent director.
3.02 Election, Resignation, and Removal.
a. Nominations. Annually, the Chair shall appoint a Nominating committee composed of
members of the Board of Directors. The Nominating Committee shall prepare and submit to the
Board of Directors the Nominations for membership to the Board of Directors upon which the
Board will vote. At any meeting at which the election of a Director occurs, a Director may
nominate a person with the second of any other Director. The Secretary shall include the names
nominated by the Nominating Committee, and any report of the Nominating Committee, with the
notice of the meeting at which the election occurs.
b. Election of Directors. A person who has been duly nominated may be elected as a Director.
Directors shall be elected by the vote of the Board of Directors at the annual meeting of the
board of Directors. Each Director shall hold office until a successor is elected and qualified. A
Director may be elected to succeed himself or herself as Director.
c. Resignation / Removal. A director may resign at any time or may be removed, with or without
cause, by a two-thirds vote of the entire Board of Directors at an annual, special, or regular
meeting of the Board of Directors. Upon the death, removal, resignation or incapacity of any
member of the Board of Directors, a majority of the remaining Directors, or the sole remaining
Director if such is the case, may fill the vacancy. A Director elected to fill a vacancy shall be
elected for the unexpired term of such Director’s predecessor in office. Any directorship to be
filled by reason of an increase in the number of Directors may be filled by the Board of
Directors for a term of office as determined by the Board of Directors.
3.03 Annual Meeting. The annual meeting of the Board of Directors shall be held at such
time and place as the Board of Directors may determine.
3.04 Regular Meetings. The Board of Directors may provide by resolution the time and
place, either within or without the State of Texas, for holding of regular meetings of the Board
without other notice than the resolution.
3.05 Special Meetings. Special meetings of the Board of Directors may be called by or at
the request of the President or any three (3) or more Directors. The person or persons
authorized to call special meetings of the board of Directors may fix any place, either within or
without the State of Texas, as the place for holding any special meetings of the Board called by
them. The person or persons calling a special meeting shall notify the Secretary of the
information required to be included in the notice of the meeting. The Secretary shall give notice
to the Directors as required in these Bylaws.
3.06 Notice. Notice of any special or annual meeting of the Board of Directors shall be
given at least three (3) days prior thereto by written notice delivered personally, by facsimile
transmission, sent by mail or email to each Director. If mailed, such notices for any annual,
regular or special meeting of the Board of Directors shall be deemed to be delivered when
deposited in the United States mail addressed to each director at his or her address as shown
by the records of the corporation with postage thereon prepaid. If sent by facsimile
transmission or email, such notices for any annual, regular or special meeting of the board of
Directors shall be deemed to be delivered when successfully transmitted. Notice of any meeting
of the Board of Directors may be waived in writing signed by the person or persons entitled to
the notice either before or after the time of the meeting. The attendance of a Director at any
meeting shall constitute a waiver of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business to be
transacted at the meeting because the meeting is not lawfully called or convened.
3.07 Quorum. A quorum for the transactions of business at any annual, regular or special
meeting of the Board of Directors shall consist of a majority of the members of the board of
Directors then in office, and a majority of such quorum shall decide any question that may
properly come before the meeting, except as is otherwise required by law or these Bylaws. If
less than a quorum of the Directors is present at said meeting, a majority of the Directors
present may adjourn the meeting from time to time without further notice.
3.08 Manner of Acting. The Board of Directors shall try to act by consensus. However, the
act of a majority of Directors present at a meeting which a quorum is present shall be sufficient
to constitute the act of the Board of Directors, unless the act of a greater number is required by
law or by these Bylaws.
3.09 Compensation. The Directors shall serve without compensation, but may be
reimbursed for reasonable expenses incurred when in the course of their duties as directors.
There shall be no salary or fee paid for attendance at regular, special or other types of
meetings. Nothing herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefore, unless otherwise
preclude by law or these bylaws.
3.10 Officers and Personnel. In addition to the officers provided hereafter, the Board of
Directors may create other offices and employ such other personnel as in its discretion it deems
necessary to accomplish the purposes for which the Corporation was formed and to authorize
the payment of such salaries as it deems necessary to the personnel and agents effectuating
said corporate purposes.
3.11 Informal Action by Directors, Telephonic Meetings.
a. Action by Unanimous Written Consent. Any action required or permitted to be taken at a
meeting of the Board of Directors, may be taken without a meeting if a consent in writing,
setting forth the action to be taken, shall be signed by all the Directors.
b. Action Without a Meeting by Less Than Unanimous Written Consent. Any action required by
law to be taken at a meeting of Directors, or any action that may be taken at a meeting of
Directors, may be taken without a meeting if a consent in writing, setting forth the action to be
taken, shall be signed by a sufficient number of directors as would be necessary to take that
action at a meeting at which all of the directors were present and voted.
c. Telephone Meetings. The Board of Directors may hold meetings by telephone conference-call
procedures in which all persons participating in the meeting can hear each other. The notice of
the meeting by telephone conference must state the fact that the meeting will be held by
telephone as well as all other matters required to be included in the notice. Participation of a
person in a telephone conference-call meeting constitutes presence of that person at the
meeting.
3.12 Authority. The Board of Directors shall have authority to conduct any and all business,
and to decide any and all questions with regard to any and all matters arising from, connected
with, or in any way related to the purposes of the Corporation as set out in the Corporation’s
Articles of Incorporation as they now exist or as they may be amended from time to time;
provided, however, notwithstanding any language that might be deemed to be to the contrary
herein, the Board of Directors shall have no authority to engage in any activity which may not be
lawfully engaged in by the Corporation as a non-profit corporation under the Texas Non-Profit
Corporation Act and as a 501(c)(3) exempt organization under the Internal Revenue Code law.
Directors shall exercise ordinary business judgment in managing the affairs of the Corporation.
In acting in their official capacity as Directors of the Corporation, Directors shall act in good
faith and take actions they reasonably believe to be in the best interests of the Corporation and
that are not unlawful.
3.13 Residence. Directors need not be residents of Texas.
3.14 Committees. The Board of Directors may designate committees which shall exercise
the powers, have responsibilities, or perform duties authorized by the Directors not inconsistent
with these Bylaws. A member of the Board of Directors shall chair each committee of the
Corporation. In the event these Bylaws do not set forth the member to so chair a committee,
the Board of Directors shall elect a member for such a committee.
3.15 Chair. The Chair will preside at all meetings of the Board of Directors and shall be an
ex-officio member of all standing committees, unless otherwise provided by the Board of
Directors of these bylaws. The Chair shall have the duty generally to supervise, direct or control
the business and officers of the Corporation and shall exercise such supervisory powers as may
be given him or her by the Board of Directors from time to time. The Vice Chair, if appointed,
shall preside at meetings and conduct the business of the Corporation in the absence or
disability of the Chair unless other provision is made by the Board of Directors.
Article IV
Officers
4.01 Officers. The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and such other officers as may be elected or appointed by the Directors including
but not limited to one or more Vice Presidents (the number thereof to be determined by the
Board of Directors). Any two or more offices may be held by the same person, except the
offices of President and Secretary. Such officers shall have the authority and perform the duties
as set forth in these bylaws and as authorized from time to time by the Board of Directors. The
officers shall be elected by a majority vote of the Board of Directors present and voting at the
annual meeting; provided, however, the first set of officers shall be elected by the Board of
Directors at the organizational meeting held after the filing of the Articles of Incorporation and
shall serve until the first election of officers by the Board of Directors pursuant to these Bylaws.
4.02 Election and Term of Office. The officers of the corporation shall be elected annually
by the Board of Directors at the regular annual meeting of the Board of Directors. If the election
of officers is not held at this meeting, the election shall be held as soon thereafter as
conveniently possible. Each officer shall hold office until a successor is duty selected and
qualified. An office may be elected to succeed himself or herself in the same office.
a. Nominating Committee. Annually, the Chair of the Board of Directors shall appoint a
Nominating Committee composed of two (2) members of the Board of Directors. The
Nomination Committee shall prepare and submit to the Board of Directors at its annual meeting
nominations for the offices to become vacant by virtue of the expiration of the term of the
person holding office. The Secretary shall include the names nominated by the Nominating
Committee, with the notice of the meeting at which the election occurs. The election of officers
at the annual meeting shall be by vote of the majority of the Board of Directors present.
4.03 Removal. Any officer may be removed by a majority vote of the entire Board of
Directors with or without cause, but such removal shall be without prejudice to the contract
rights, if any, of the officer so removed.
4.04 Vacancies. A vacancy in any office because of death, resignation, disqualification or
otherwise may be filled by the Board of Directors for the unexpired portion of the term.
4.05 President. The President who shall be a director shall preside at all meetings of the
Board of Directors and shall serve as chairman of the Board of Directors, and shall have the
general supervision over the affairs of the corporation and over the other officers. The President
may sign with the Secretary or any other proper officer of the Corporation authorized by the
Board of Directors, any deeds, mortgages, bonds, notes, contracts or other instruments which
the Board of Directors have authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws by
statute to some other officer or agent of the corporation; and in general he or she shall perform
all duties incident to the office of President and such other duties as may be prescribed by the
Board of Directors from time to time.
4.06 Vice President. Unless otherwise provided by the Board of Directors the Vice
Presidents, if any, in the order of their seniority, shall in the absence of the President or in the
event of the President’s inability or refusal to act, perform the duties and have the authority of
the President, and when so acting shall have all powers of and be subject to all the restrictions
upon the President; provided, that if such Vice President is not a Director, he or she shall, when
acting in the absence of the President or in the event of the President’s inability of refusal to act,
be an exoffico member of the Board of Directors but shall have no right to vote on any matter
that comes before the Board of Directors for a vote. The Vice Presidents shall perform such
other duties as from time to time may be assigned to any of them by the President or the Board
of Directors.
4.07 Secretary. The Secretary shall keep the minutes of the meetings of the Board of
Directors in one or more books provided for that purpose; be the custodian of the minutes
books and corporate records of the Corporation and shall be responsible for the accurate
keeping of the minutes of meetings of the Directors; and give all notices in accordance with the
provisions of these Bylaws or as required by law. The Secretary, in general, shall perform all
duties incident to the office of Secretary and such other duties as from time to time may be
assigned to him or her by the President or Board of Directors.
4.08 Treasurer. If required by the board of Directors, the Treasurer shall give a bond for
the faithful discharge of his or her duties in such sum and with such surety or sureties as the
Board of Directors may require. The Treasurer shall have the authority and responsibility for the
safekeeping of the funds and securities of the Corporation; receive and give receipts for monies
due and payable to the Corporation from any source what so ever; deposit all such monies in
the name of the Corporation in such financial institutions, trust companies, or other depositories
as shall be selected in accordance with the provisions of these Bylaws; maintain the financial
books and records of the Corporation; prepare financial reports at least annually; and in general
perform all the duties as from time to time may be assigned to him or her by the President or by
the Board of Directors.
Article V
Elections
5.01 Elections of Directors. The election of the Board of Directors shall be held during the
annual meeting of the Board of Directors each year.
5.02 Election of Officers. The election of the officers shall be held during the annual
meeting of the Board of Directors each year.
5.03 Voting Rights. Each Director shall have the right to cast one vote for each issue that
comes before the Board of Directors for a vote.
5.04 Voting Procedures. All voting shall be determined by a majority of all the Directors
present, unless otherwise required by law or by these Bylaws.
Article VI
Committees
6.01 Committees. In accordance with Section 3.13, the Board of Directors shall have the
authority to establish such committees as it may deem advisable to assist it in the discharge of
its duties, and as maybe otherwise appropriate from time to time.
6.02 Committee Personnel. The Board of Directors shall have the authority to appoint
personnel to the various committees from outside the Board of Directors.
6.03 Informal Action by Committees, Telephonic Meetings.
a. Action by Unanimous Written Consent. Any action required or permitted to be taken at a
meeting of any committee, may be taken without a meeting if a consent in writing, setting forth
the action to be taken, shall be signed by all the members of the committee.
b. Action Without a Meeting by Less Than Unanimous Written Consent. Any action required by
law to be taken at a meeting of any committee, or any action that may be taken at a meeting of
any committee, may be taken without a meeting if a consent in writing, setting forth the action to
be taken, shall be signed by a sufficient number of committee members as would be necessary
to taken that action at a meeting at which all of the members of the committee were present
and voted.
c. Telephone Meetings. Any committee may hold meetings by telephone conference call
procedures in which all persons participating in the meeting can hear each other. The notice of a
meeting by telephone conference must state the fact that the meeting will be held by telephone
as well as all other matters required to be included in the notice. Participation of a person in a
telephone conference call meeting constitutes presence of that person at the meeting.
Article VII
Corporate Property
7.01 Deposits. The funds of the Corporation shall be deposited in such banks, savings
banks, or trust companies as the Board of Directors shall designate and shall be withdrawn only
upon the check or order of the President, of the Treasurer or such other Officer designated by
the Board of Directors, and such other officer as may be authorized by the Board of Directors
from time to time, so long as such Officers are not the same person and are not related to one
another by marriage or consanguinity within the third degree.
7.02 Sale of Property. Any sale or transfer of any property standing in the name of the
Corporation shall be valid only if signed by the Corporation acting through any one (1) officer
duly authorized to so act by a special vote of the Board of Directors, and any person, trust,
firm, corporation, or other legal entity, whether private or public, shall be entitled to rely thereon
so long as such sale or transfer is accompanied by a certificate of resolution of the Corporation
signed by any two (2) officers of the Corporation, other than the officer signing any such sale or
transfer instruments.
7.03 Assets. The Corporation shall have the right to receive, maintain and accept, as
assets of the corporation, any property, whether real, personal or mixed, by way of
contribution, gift, bequest, devise or purchase, from any person, firm, trust or corporation, to be
held, administered and disposed of in accordance with and pursuant to the provisions of the
Articles of Incorporation; but no contribution, gift, bequest, devise or purchase of any such
property shall be received or made and accepted if it is conditioned or limited in such a manner
as shall require the disposition of income or principal to any organization other than an
organization exempt under Section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code, or which would jeopardize the Federal
Income tax exemption of the Corporation pursuant to Section 501(c)(3) of the Internal Revenue
Code, as now in force or acts in amendment thereof or substitution therefor.
7.04 Disposition of Assets. Upon the dissolution of the Corporation, the Board of Directors
shall, after paying or making provision for the payment of all of the liabilities and obligations of
the Corporation as required by state law, distribute the assets of the Corporation exclusively for
one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal tax code. Any such assets not so
disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the
principal office of the corporation is then located exclusively for such purposes or to such
organization or organizations, as said Court shall determine, which are organized and operated
exclusively for such purposes.
7.05 Funds. The Corporation may take and hold any contributions, gifts, donations, grants,
devises or bequests which may be made in support of its purposes. All funds of the
Corporation, whether from donation or otherwise, in excess of the expenditures necessary for
the proper administration of such funds, shall be used exclusively for carrying on and promoting
the purposes for which the Corporation is formed as set forth in the Articles of Incorporation.
Article VIII
Prohibitions
8.01 Net Earnings. No officer of the corporation shall be compensated in any manner for
duties performed or services rendered to the Corporation. No part of the net earnings of the
corporation shall inure to the benefit of, or be distributable to its trustees, directors, officers, or
other private persons.
8.02 Legislative or Political Activities. No substantial part of the activities of the Corporation
shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the
Corporation shall not participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any candidate for public office.
8.03 Loan to Directors. No loans shall be made by the Corporation to the Directors.
8.04 Further Prohibitions. Notwithstanding any other provision of these articles, the
corporation shall not carry on any other activities not permitted to be carried on (a) by a
corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal tax code, or
(b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code, or the corresponding section of any future tax code.
Article IX
Amendments
9.01 Amendments. The Board of Directors may alter, amend or repeal the Corporation’s
Bylaws, or adopt new bylaws, from time to time.
Article X
Miscellaneous
10.01 Waiver of Notice. Whenever any notice is required to be given under the provisions
of the Texas Non-Profit Corporation Act, the Articles of Incorporation or the Bylaws of the
Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to the giving of such
notice.
10.02 Books and Records. The Corporation shall keep correct and complete books and
records of accounts and shall also keep minutes of the proceedings of its Board of Directors
and committees having any of the authority of the Board of Directors. All books and records
may be inspected by any director or officer or his or her agent or attorney for any proper
purpose at any reasonable time. The books shall be kept on the cash receipts and
disbursements method of accounting, and they shall be closed and balanced at the end of each
fiscal year.
10.03 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January
and end on the last day of December of each year.
10.04 Seal. The Board of Directors may provide a Corporate seal, which shall be in the
form of a circle and shall be inscribed thereon the name of the corporation.
10.05 Indemnification. Directors, officers, employees and agents of the corporation shall
be indemnified and held harmless by the Corporation to the maximum extent permitted by
Article 1396-2.22A of the Texas Non-Profit Corporation Article for any and all acts done or
performed on behalf of the corporation if it is determined that each person:
a. conducted himself or herself in good faith
b. reasonably believed:
(i) In the case of conduct in his official capacity as a Director of the Corporation that his or
her conduct was in the Corporation’s best interests: and
(ii) In all other cases that his or her conduct was at least not opposed to the Corporation’s
best interests; and
c. In the case of any criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.
The Corporation may purchase and maintain insurance or another arrangement on behalf of any
person who is or was a director, officer, employee, or agent of the corporation against any
liability asserted against such person and in incurred by such person in any such capacity or
arising out of such person’s status as such, to the maximum extent permitted by law.
10.06 Governing Law. These Bylaws shall be construed in accordance with the laws of the
State of Texas. All references in the Bylaws to statutes, regulations, or other sources of legal
authority shall refer to the authorities cited, or their successors, as they may be amended from
time to time.
10.07 Legal Construction. If any Bylaw provision is held to be invalid, illegal, or
unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any
other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable
provision had not been included in the Bylaws.
ADOPTED the 15th day of November, 2001
Bylaws 2001
Article I
Name and Location
1.01 Name. The name of this Corporation shall be AUSTIN FIREFIGHTERS RELIEF AND
OUTREACH FUND.
1.02 Principal Office. The principal office shall be located at 7537 Cameron Rd., Austin
Travis County, Texas.
1.03 Other Offices. The Corporation may have such other offices for the transaction of
business as the Board of Directors may determine from time to time.
1.04 Registered Office and Registered Agent. The Corporation shall have and continuously
maintain in the State of Texas a registered office, and a registered agent whose office is
identical with such registered office, as required by the Texas Non-Profit Corporation Act. The
registered office may be, identical with the principal office of the Corporation in the State of
Texas, and the registered agent and the address of the registered office may be changed from
time to time by the Board of Directors.
Article II
Purposes
2.01 Purpose. The objectives and purposes for which this Corporation is formed are those
objectives and purposes as set forth in Article IV of the Articles of Incorporation of the
Corporation.
Article III
Board of Directors
3.01 General Powers. The affairs of the Corporation shall be managed, controlled and
administered by a Board of Directors. The Board of Directors shall be composed of not less
than three (3) and not more than fifteen (15) persons, each of whom shall serve for a term of
two (2) years and until his or her successor shall have been elected and qualified; provided, that
the directors comprising the initial Board of Directors may serve staggered terms of either one
(1) or two (2) years as may be provided for at the organizational meeting of the Corporation.
The Board of Directors as set forth in the Articles of Incorporation shall serve as the initial
Board of Directors. The initial Board of Directors may add additional directors at the
Organizational Meeting. All Directors shall have equal voting rights. The number of directors that
shall constitute the whole Board shall be fixed from time to time by resolution of a majority of
the Board of Directors but in no event shall it be less than three (3). No decrease in the number
of directors shall have the effect of shortening the term of any incumbent director.
3.02 Election, Resignation, and Removal.
a. Nominations. Annually, the Chair shall appoint a Nominating committee composed of
members of the Board of Directors. The Nominating Committee shall prepare and submit to the
Board of Directors the Nominations for membership to the Board of Directors upon which the
Board will vote. At any meeting at which the election of a Director occurs, a Director may
nominate a person with the second of any other Director. The Secretary shall include the names
nominated by the Nominating Committee, and any report of the Nominating Committee, with the
notice of the meeting at which the election occurs.
b. Election of Directors. A person who has been duly nominated may be elected as a Director.
Directors shall be elected by the vote of the Board of Directors at the annual meeting of the
board of Directors. Each Director shall hold office until a successor is elected and qualified. A
Director may be elected to succeed himself or herself as Director.
c. Resignation / Removal. A director may resign at any time or may be removed, with or without
cause, by a two-thirds vote of the entire Board of Directors at an annual, special, or regular
meeting of the Board of Directors. Upon the death, removal, resignation or incapacity of any
member of the Board of Directors, a majority of the remaining Directors, or the sole remaining
Director if such is the case, may fill the vacancy. A Director elected to fill a vacancy shall be
elected for the unexpired term of such Director’s predecessor in office. Any directorship to be
filled by reason of an increase in the number of Directors may be filled by the Board of
Directors for a term of office as determined by the Board of Directors.
3.03 Annual Meeting. The annual meeting of the Board of Directors shall be held at such
time and place as the Board of Directors may determine.
3.04 Regular Meetings. The Board of Directors may provide by resolution the time and
place, either within or without the State of Texas, for holding of regular meetings of the Board
without other notice than the resolution.
3.05 Special Meetings. Special meetings of the Board of Directors may be called by or at
the request of the President or any three (3) or more Directors. The person or persons
authorized to call special meetings of the board of Directors may fix any place, either within or
without the State of Texas, as the place for holding any special meetings of the Board called by
them. The person or persons calling a special meeting shall notify the Secretary of the
information required to be included in the notice of the meeting. The Secretary shall give notice
to the Directors as required in these Bylaws.
3.06 Notice. Notice of any special or annual meeting of the Board of Directors shall be
given at least three (3) days prior thereto by written notice delivered personally, by facsimile
transmission, sent by mail or email to each Director. If mailed, such notices for any annual,
regular or special meeting of the Board of Directors shall be deemed to be delivered when
deposited in the United States mail addressed to each director at his or her address as shown
by the records of the corporation with postage thereon prepaid. If sent by facsimile
transmission or email, such notices for any annual, regular or special meeting of the board of
Directors shall be deemed to be delivered when successfully transmitted. Notice of any meeting
of the Board of Directors may be waived in writing signed by the person or persons entitled to
the notice either before or after the time of the meeting. The attendance of a Director at any
meeting shall constitute a waiver of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business to be
transacted at the meeting because the meeting is not lawfully called or convened.
3.07 Quorum. A quorum for the transactions of business at any annual, regular or special
meeting of the Board of Directors shall consist of a majority of the members of the board of
Directors then in office, and a majority of such quorum shall decide any question that may
properly come before the meeting, except as is otherwise required by law or these Bylaws. If
less than a quorum of the Directors is present at said meeting, a majority of the Directors
present may adjourn the meeting from time to time without further notice.
3.08 Manner of Acting. The Board of Directors shall try to act by consensus. However, the
act of a majority of Directors present at a meeting which a quorum is present shall be sufficient
to constitute the act of the Board of Directors, unless the act of a greater number is required by
law or by these Bylaws.
3.09 Compensation. The Directors shall serve without compensation, but may be
reimbursed for reasonable expenses incurred when in the course of their duties as directors.
There shall be no salary or fee paid for attendance at regular, special or other types of
meetings. Nothing herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefore, unless otherwise
preclude by law or these bylaws.
3.10 Officers and Personnel. In addition to the officers provided hereafter, the Board of
Directors may create other offices and employ such other personnel as in its discretion it deems
necessary to accomplish the purposes for which the Corporation was formed and to authorize
the payment of such salaries as it deems necessary to the personnel and agents effectuating
said corporate purposes.
3.11 Informal Action by Directors, Telephonic Meetings.
a. Action by Unanimous Written Consent. Any action required or permitted to be taken at a
meeting of the Board of Directors, may be taken without a meeting if a consent in writing,
setting forth the action to be taken, shall be signed by all the Directors.
b. Action Without a Meeting by Less Than Unanimous Written Consent. Any action required by
law to be taken at a meeting of Directors, or any action that may be taken at a meeting of
Directors, may be taken without a meeting if a consent in writing, setting forth the action to be
taken, shall be signed by a sufficient number of directors as would be necessary to take that
action at a meeting at which all of the directors were present and voted.
c. Telephone Meetings. The Board of Directors may hold meetings by telephone conference-call
procedures in which all persons participating in the meeting can hear each other. The notice of
the meeting by telephone conference must state the fact that the meeting will be held by
telephone as well as all other matters required to be included in the notice. Participation of a
person in a telephone conference-call meeting constitutes presence of that person at the
meeting.
3.12 Authority. The Board of Directors shall have authority to conduct any and all business,
and to decide any and all questions with regard to any and all matters arising from, connected
with, or in any way related to the purposes of the Corporation as set out in the Corporation’s
Articles of Incorporation as they now exist or as they may be amended from time to time;
provided, however, notwithstanding any language that might be deemed to be to the contrary
herein, the Board of Directors shall have no authority to engage in any activity which may not be
lawfully engaged in by the Corporation as a non-profit corporation under the Texas Non-Profit
Corporation Act and as a 501(c)(3) exempt organization under the Internal Revenue Code law.
Directors shall exercise ordinary business judgment in managing the affairs of the Corporation.
In acting in their official capacity as Directors of the Corporation, Directors shall act in good
faith and take actions they reasonably believe to be in the best interests of the Corporation and
that are not unlawful.
3.13 Residence. Directors need not be residents of Texas.
3.14 Committees. The Board of Directors may designate committees which shall exercise
the powers, have responsibilities, or perform duties authorized by the Directors not inconsistent
with these Bylaws. A member of the Board of Directors shall chair each committee of the
Corporation. In the event these Bylaws do not set forth the member to so chair a committee,
the Board of Directors shall elect a member for such a committee.
3.15 Chair. The Chair will preside at all meetings of the Board of Directors and shall be an
ex-officio member of all standing committees, unless otherwise provided by the Board of
Directors of these bylaws. The Chair shall have the duty generally to supervise, direct or control
the business and officers of the Corporation and shall exercise such supervisory powers as may
be given him or her by the Board of Directors from time to time. The Vice Chair, if appointed,
shall preside at meetings and conduct the business of the Corporation in the absence or
disability of the Chair unless other provision is made by the Board of Directors.
Article IV
Officers
4.01 Officers. The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and such other officers as may be elected or appointed by the Directors including
but not limited to one or more Vice Presidents (the number thereof to be determined by the
Board of Directors). Any two or more offices may be held by the same person, except the
offices of President and Secretary. Such officers shall have the authority and perform the duties
as set forth in these bylaws and as authorized from time to time by the Board of Directors. The
officers shall be elected by a majority vote of the Board of Directors present and voting at the
annual meeting; provided, however, the first set of officers shall be elected by the Board of
Directors at the organizational meeting held after the filing of the Articles of Incorporation and
shall serve until the first election of officers by the Board of Directors pursuant to these Bylaws.
4.02 Election and Term of Office. The officers of the corporation shall be elected annually
by the Board of Directors at the regular annual meeting of the Board of Directors. If the election
of officers is not held at this meeting, the election shall be held as soon thereafter as
conveniently possible. Each officer shall hold office until a successor is duty selected and
qualified. An office may be elected to succeed himself or herself in the same office.
a. Nominating Committee. Annually, the Chair of the Board of Directors shall appoint a
Nominating Committee composed of two (2) members of the Board of Directors. The
Nomination Committee shall prepare and submit to the Board of Directors at its annual meeting
nominations for the offices to become vacant by virtue of the expiration of the term of the
person holding office. The Secretary shall include the names nominated by the Nominating
Committee, with the notice of the meeting at which the election occurs. The election of officers
at the annual meeting shall be by vote of the majority of the Board of Directors present.
4.03 Removal. Any officer may be removed by a majority vote of the entire Board of
Directors with or without cause, but such removal shall be without prejudice to the contract
rights, if any, of the officer so removed.
4.04 Vacancies. A vacancy in any office because of death, resignation, disqualification or
otherwise may be filled by the Board of Directors for the unexpired portion of the term.
4.05 President. The President who shall be a director shall preside at all meetings of the
Board of Directors and shall serve as chairman of the Board of Directors, and shall have the
general supervision over the affairs of the corporation and over the other officers. The President
may sign with the Secretary or any other proper officer of the Corporation authorized by the
Board of Directors, any deeds, mortgages, bonds, notes, contracts or other instruments which
the Board of Directors have authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws by
statute to some other officer or agent of the corporation; and in general he or she shall perform
all duties incident to the office of President and such other duties as may be prescribed by the
Board of Directors from time to time.
4.06 Vice President. Unless otherwise provided by the Board of Directors the Vice
Presidents, if any, in the order of their seniority, shall in the absence of the President or in the
event of the President’s inability or refusal to act, perform the duties and have the authority of
the President, and when so acting shall have all powers of and be subject to all the restrictions
upon the President; provided, that if such Vice President is not a Director, he or she shall, when
acting in the absence of the President or in the event of the President’s inability of refusal to act,
be an exoffico member of the Board of Directors but shall have no right to vote on any matter
that comes before the Board of Directors for a vote. The Vice Presidents shall perform such
other duties as from time to time may be assigned to any of them by the President or the Board
of Directors.
4.07 Secretary. The Secretary shall keep the minutes of the meetings of the Board of
Directors in one or more books provided for that purpose; be the custodian of the minutes
books and corporate records of the Corporation and shall be responsible for the accurate
keeping of the minutes of meetings of the Directors; and give all notices in accordance with the
provisions of these Bylaws or as required by law. The Secretary, in general, shall perform all
duties incident to the office of Secretary and such other duties as from time to time may be
assigned to him or her by the President or Board of Directors.
4.08 Treasurer. If required by the board of Directors, the Treasurer shall give a bond for
the faithful discharge of his or her duties in such sum and with such surety or sureties as the
Board of Directors may require. The Treasurer shall have the authority and responsibility for the
safekeeping of the funds and securities of the Corporation; receive and give receipts for monies
due and payable to the Corporation from any source what so ever; deposit all such monies in
the name of the Corporation in such financial institutions, trust companies, or other depositories
as shall be selected in accordance with the provisions of these Bylaws; maintain the financial
books and records of the Corporation; prepare financial reports at least annually; and in general
perform all the duties as from time to time may be assigned to him or her by the President or by
the Board of Directors.
Article V
Elections
5.01 Elections of Directors. The election of the Board of Directors shall be held during the
annual meeting of the Board of Directors each year.
5.02 Election of Officers. The election of the officers shall be held during the annual
meeting of the Board of Directors each year.
5.03 Voting Rights. Each Director shall have the right to cast one vote for each issue that
comes before the Board of Directors for a vote.
5.04 Voting Procedures. All voting shall be determined by a majority of all the Directors
present, unless otherwise required by law or by these Bylaws.
Article VI
Committees
6.01 Committees. In accordance with Section 3.13, the Board of Directors shall have the
authority to establish such committees as it may deem advisable to assist it in the discharge of
its duties, and as maybe otherwise appropriate from time to time.
6.02 Committee Personnel. The Board of Directors shall have the authority to appoint
personnel to the various committees from outside the Board of Directors.
6.03 Informal Action by Committees, Telephonic Meetings.
a. Action by Unanimous Written Consent. Any action required or permitted to be taken at a
meeting of any committee, may be taken without a meeting if a consent in writing, setting forth
the action to be taken, shall be signed by all the members of the committee.
b. Action Without a Meeting by Less Than Unanimous Written Consent. Any action required by
law to be taken at a meeting of any committee, or any action that may be taken at a meeting of
any committee, may be taken without a meeting if a consent in writing, setting forth the action to
be taken, shall be signed by a sufficient number of committee members as would be necessary
to taken that action at a meeting at which all of the members of the committee were present
and voted.
c. Telephone Meetings. Any committee may hold meetings by telephone conference call
procedures in which all persons participating in the meeting can hear each other. The notice of a
meeting by telephone conference must state the fact that the meeting will be held by telephone
as well as all other matters required to be included in the notice. Participation of a person in a
telephone conference call meeting constitutes presence of that person at the meeting.
Article VII
Corporate Property
7.01 Deposits. The funds of the Corporation shall be deposited in such banks, savings
banks, or trust companies as the Board of Directors shall designate and shall be withdrawn only
upon the check or order of the President, of the Treasurer or such other Officer designated by
the Board of Directors, and such other officer as may be authorized by the Board of Directors
from time to time, so long as such Officers are not the same person and are not related to one
another by marriage or consanguinity within the third degree.
7.02 Sale of Property. Any sale or transfer of any property standing in the name of the
Corporation shall be valid only if signed by the Corporation acting through any one (1) officer
duly authorized to so act by a special vote of the Board of Directors, and any person, trust,
firm, corporation, or other legal entity, whether private or public, shall be entitled to rely thereon
so long as such sale or transfer is accompanied by a certificate of resolution of the Corporation
signed by any two (2) officers of the Corporation, other than the officer signing any such sale or
transfer instruments.
7.03 Assets. The Corporation shall have the right to receive, maintain and accept, as
assets of the corporation, any property, whether real, personal or mixed, by way of
contribution, gift, bequest, devise or purchase, from any person, firm, trust or corporation, to be
held, administered and disposed of in accordance with and pursuant to the provisions of the
Articles of Incorporation; but no contribution, gift, bequest, devise or purchase of any such
property shall be received or made and accepted if it is conditioned or limited in such a manner
as shall require the disposition of income or principal to any organization other than an
organization exempt under Section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code, or which would jeopardize the Federal
Income tax exemption of the Corporation pursuant to Section 501(c)(3) of the Internal Revenue
Code, as now in force or acts in amendment thereof or substitution therefor.
7.04 Disposition of Assets. Upon the dissolution of the Corporation, the Board of Directors
shall, after paying or making provision for the payment of all of the liabilities and obligations of
the Corporation as required by state law, distribute the assets of the Corporation exclusively for
one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal tax code. Any such assets not so
disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the
principal office of the corporation is then located exclusively for such purposes or to such
organization or organizations, as said Court shall determine, which are organized and operated
exclusively for such purposes.
7.05 Funds. The Corporation may take and hold any contributions, gifts, donations, grants,
devises or bequests which may be made in support of its purposes. All funds of the
Corporation, whether from donation or otherwise, in excess of the expenditures necessary for
the proper administration of such funds, shall be used exclusively for carrying on and promoting
the purposes for which the Corporation is formed as set forth in the Articles of Incorporation.
Article VIII
Prohibitions
8.01 Net Earnings. No officer of the corporation shall be compensated in any manner for
duties performed or services rendered to the Corporation. No part of the net earnings of the
corporation shall inure to the benefit of, or be distributable to its trustees, directors, officers, or
other private persons.
8.02 Legislative or Political Activities. No substantial part of the activities of the Corporation
shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the
Corporation shall not participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any candidate for public office.
8.03 Loan to Directors. No loans shall be made by the Corporation to the Directors.
8.04 Further Prohibitions. Notwithstanding any other provision of these articles, the
corporation shall not carry on any other activities not permitted to be carried on (a) by a
corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal tax code, or
(b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code, or the corresponding section of any future tax code.
Article IX
Amendments
9.01 Amendments. The Board of Directors may alter, amend or repeal the Corporation’s
Bylaws, or adopt new bylaws, from time to time.
Article X
Miscellaneous
10.01 Waiver of Notice. Whenever any notice is required to be given under the provisions
of the Texas Non-Profit Corporation Act, the Articles of Incorporation or the Bylaws of the
Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to the giving of such
notice.
10.02 Books and Records. The Corporation shall keep correct and complete books and
records of accounts and shall also keep minutes of the proceedings of its Board of Directors
and committees having any of the authority of the Board of Directors. All books and records
may be inspected by any director or officer or his or her agent or attorney for any proper
purpose at any reasonable time. The books shall be kept on the cash receipts and
disbursements method of accounting, and they shall be closed and balanced at the end of each
fiscal year.
10.03 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January
and end on the last day of December of each year.
10.04 Seal. The Board of Directors may provide a Corporate seal, which shall be in the
form of a circle and shall be inscribed thereon the name of the corporation.
10.05 Indemnification. Directors, officers, employees and agents of the corporation shall
be indemnified and held harmless by the Corporation to the maximum extent permitted by
Article 1396-2.22A of the Texas Non-Profit Corporation Article for any and all acts done or
performed on behalf of the corporation if it is determined that each person:
a. conducted himself or herself in good faith
b. reasonably believed:
(i) In the case of conduct in his official capacity as a Director of the Corporation that his or
her conduct was in the Corporation’s best interests: and
(ii) In all other cases that his or her conduct was at least not opposed to the Corporation’s
best interests; and
c. In the case of any criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.
The Corporation may purchase and maintain insurance or another arrangement on behalf of any
person who is or was a director, officer, employee, or agent of the corporation against any
liability asserted against such person and in incurred by such person in any such capacity or
arising out of such person’s status as such, to the maximum extent permitted by law.
10.06 Governing Law. These Bylaws shall be construed in accordance with the laws of the
State of Texas. All references in the Bylaws to statutes, regulations, or other sources of legal
authority shall refer to the authorities cited, or their successors, as they may be amended from
time to time.
10.07 Legal Construction. If any Bylaw provision is held to be invalid, illegal, or
unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any
other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable
provision had not been included in the Bylaws.
ADOPTED the 15th day of November, 2001