HTA
Draft Mission Statement
To
develop and sponsor educational opportunities for members of
the US Armed Services serving in foodservice assignments and
to provide support and assistance for those members of the US
Armed Forces who wish to pursue career opportunities in foodservice
upon their departure from military service.
BYLAWS
OF
HENNESSY TRAVELERS ASSOCIATION
EDUCATIONAL
FOUNDATION
Bylaws
of
Hennessy Travelers Association Educational Foundation
The principal office of the corporation is located in Bexar County,
State of Texas.
The designation of the county or state of the
corporation's principal office may be changed by approval of the Board.
The Board of Directors may change the principal office and such changes
of address shall not be deemed, nor require, an amendment of these
bylaws. As of the effective date of these bylaws, the principal off ice
of the corporation is located at:
Address: Hennessy Travelers Association Educational
Foundation
5727 Kissing Oak
San Antonio, Texas 78247
Dated: 31 October, 2006
The corporation may also have offices at such
other places, within or without its state of incorporation, where it is
qualified to do business, as its business and activities may require,
and as the board of directors may, from time to time, designate.
This corporation is formulated under Texas law
as a non-profit corporation and is organized exclusively for one or more
of the purposes as specified in Section 501(c)(3) of the Internal
Revenue Code, including, for such purposes, the making of distributions
to organizations that qualify as exempt organizations under Section
501(c)(3) of the Internal Revenue Code.
The specific objectives and purposes of this
corporation shall be for the sole purpose of awarding scholarships,
grants and educational sponsored seminars or for any other purpose
permitted for organizations organized under the Texas Non-Profit
Corporation Act or Section 501 (c)(3) of the federal tax code.
The corporation has such powers and corporate
authority as specified in these bylaws or its charter or as now or may
hereafter be granted under the Texas Non-Profit Corporation Act or
section 501 (c)(3) of the federal Internal Revenue Code.
The corporation shall have only the following
classes of membership.
1.
Regular Member – Member of HTA as a past Hennessy tour
traveler. Has the right to vote and hold office. Dues paying member.
2.
Associate Member – Member of HTA holding an advisory or
participative membership. Individual has no right to vote or to hold
office. Dues paying member.
3.
Honorary Member – Member of HTA in an honorary capacity,
advisory or participative membership. Individual has no right to vote or
to hold office. Honorary members are presented membership and do not pay
dues.
No member shall hold more than one membership in
the corporation. Except as expressly provided in or authorized by the
articles of incorporation, the bylaws of this corporation, or provisions
of law, all memberships shall have the same rights, privileges,
restrictions, and conditions.
The qualifications for membership in this
corporation are past Hennessy Travelers in good standing. Good standing
is defined as a current dues paying member.
Annually all Hennessy Travelers become regular member applicants of the
Hennessy Travelers Association. Associate and Honorary membership
applications are submitted to the board of directors for application,
voted and then granted permission of membership.
No fees are charged for making application for membership in
the corporation. Dues are as determined by the Board of Directors at both
an annual and a lifetime level.
There
is no limit on the number of members the corporation may admit.
The
corporation shall keep a membership book containing the name and address
of each member. Termination of the membership of any member shall be
recorded in the book, together with the date of termination of such
membership. Such book shall be kept at the corporation's principal
office.
A
member of this corporation is not, as such, personally liable for the
debts, liabilities, or obligations of the corporation.
No
member may transfer a membership or any right arising there from. All
rights of membership cease upon the member's death.
The
membership of a member shall terminate upon the occurrence of any of the
following events:
1. Upon his or her notice of such termination delivered to the
president or secretary of the corporation personally or by mail, such
membership to terminate upon the date of delivery of the notice or date
of deposit in the mail.
2. If this corporation has provided for the payment of dues by
members, upon a failure to renew his or her membership by paying dues on
or before their due date, such termination to be effective thirty (30)
days after a written notification of delinquency is given personally or
mailed to such member by the secretary of the corporation. A member may
avoid such termination by paying the amount of delinquent dues within a
thirty (30) day period following the member's receipt of the written
notification of delinquency.
3. After providing the member with reasonable written notice and an
opportunity to be heard either orally or in writing, upon a
determination by the board of directors that the member has engaged in
conduct materially and seriously prejudicial to the interests or
purposes of the corporation. Any person expelled from the corporation
shall receive a refund of dues already paid for the current dues period.
All rights of a member in the corporation shall cease on termination of
membership as herein provided.
Meetings of members shall be held at the principal office of the
corporation or at such other place or places as may be designated from
time to time by resolution of the board of directors.
A regular meeting of members shall be held in conjunction with the
annual Hennessy Awards, annually held the 3rd week of each
May, Chicago, Illinois, meeting as the Hennessy Travelers Association,
annual meeting. All former Hennessy Travelers available at this regular
meeting of directors shall assemble as the Hennessy Travelers, for the
purpose of electing directors and transacting other business as may come
before the meeting. The candidates receiving the highest number of votes
up to the number of directors to be elected shall be elected. Each
voting member shall cast one vote, with voting being by ballot only. The
annual meeting of members for the purpose of electing directors shall be
deemed a regular meeting.
Special meetings of the members shall be called by the board of
directors, the chairperson of the board, or the president of the
corporation, or, if different, by the persons specifically authorized
under the laws of this state to call special meetings of the members.
Unless otherwise provided by the articles of incorporation, these
bylaws, or provisions of law, notice stating the place, day, and hour of
the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than fifty (50) days before the date of the
meeting, either personally or by mail, by or at the direction of the
president, or the secretary, or the persons calling the meeting, to each
member entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail
addressed to the member at his or her address as it appears on the
records of the corporation, with postage prepaid. Personal notification
includes notification by telephone or by facsimile machine, provided
however, in the case of facsimile notification, the member to be
contacted shall acknowledge personal receipt of the facsimile notice by
a return message or telephone call within twenty-four hours of the first
facsimile transmission.
The notice of any meeting of members at which directors are to be
elected shall also state the names of all those who are nominees or
candidates for election to the board at the time notice is given.
Whenever any notice of a meeting is required to be given to any member
of this corporation under provisions of the articles of incorporation,
these bylaws, or the law of this state, a waiver of notice in writing
signed by the member, whether before or after the time of the meeting,
shall be equivalent to the giving of such notice.
A quorum shall consist of at least ten percent of the voting members in
good standing of the
corporation.
Except as otherwise provided under the articles of incorporation, these
bylaws, or provisions of law, no business shall be considered by the
members at any meeting at which the required quorum is not present, and
the only motion which the Chair shall entertain at such meeting is a
motion to adjourn.
Every act or decision done or made by a majority of voting members
present in person or by proxy at a duly held meeting at which a quorum
is present is the act of the members, unless the articles of
incorporation, these bylaws, or provisions of law require a greater
number.
Each member is entitled to one vote on each matter submitted to a vote
by the members. Voting at duly held meetings shall be by voice vote.
Election of Directors, however, shall be by written ballot.
Except as otherwise provided under the articles of incorporation, these
bylaws, or provisions of law, any action which may be taken at any
regular or special meeting of members may be taken without a meeting if
the corporation distributes a written ballot to each member entitled to
vote on the matter. The ballot shall:
1. set forth the proposed action;
2. provide an opportunity to specify approval or disapproval of each
proposal;
3. indicate the number of responses needed to meet the quorum
requirement and, except for ballots soliciting votes for the election of
directors, state the percentage of approvals necessary to pass the
measure submitted; and
4. shall specify the date by which the ballot must be received by the
corporation in order to be counted. The date set shall afford members a
reasonable time within which to return the ballots to the corporation.
Ballots shall be mailed or delivered in the manner required for giving
notice of membership meetings as specified in these bylaws.
Approval of action by written ballot shall be valid only when the number
of votes cast by ballot within the time period specified equals or
exceeds the quorum required to be present at a meeting authorizing the
action, and the number of approvals equals or exceeds the number of
votes that would be required to approve the action at a meeting at which
the total number of votes cast was the same as the number of votes cast
by ballot.
Directors may be elected by written ballot. Such ballots for the
election of directors shall list the persons nominated at the time the
ballots are mailed or delivered.
Meetings of members shall be presided over by the chairperson of the
board, or, if there is no chairperson, or in his or her absence, by the
president of the corporation or, in his or her absence, by the vice
president of the corporation or, in the absence of all of these persons,
by a chairperson chosen by a majority of the voting members present at
the meeting. The secretary of the corporation shall act as secretary of
all meetings of members, provided that, in his or her absence, the
presiding officer shall appoint another person to act as secretary of
the meeting.
Meetings shall be governed by the president; as such rules may be
revised from time to time, insofar as such rules are not inconsistent
with or in conflict with the articles of incorporation, these bylaws, or
with provisions of law.
The affairs of the Corporation shall be managed by the Board of
Directors.
The corporation shall have nine directors and collectively they shall be
known as the board of directors.
Directors shall be of the age of majority in
this state. Directors shall be past travelers and members of the
Hennessy Travelers Association.
Subject to the provisions of the laws of this
state and any limitations in the articles of incorporation and these
bylaws relating to action required or permitted to be taken or approved
by the members, if any, of this corporation, the activities and affairs
of this corporation shall be conducted and all corporate powers shall be
exercised by or under the direction of the board of directors.
It shall be the duty of the directors to:
a. Perform any and all duties imposed on them collectively or
individually by law, by the articles of incorporation, or by these
bylaws;
b. Appoint and remove, employ and discharge, and, except as otherwise
provided in these bylaws, prescribe the duties and fix the compensation,
if any, of all officers, agents, and employees of the corporation;
c. Supervise all officers, agents, and employees of the corporation to
assure that their duties are performed properly;
d. Meet at such times and places as required by these bylaws;
e. Register their addresses with the secretary of the corporation, and
notices of meetings mailed or telegraphed to them at such addresses
shall be valid notices thereof.
Each director shall hold office for a period of
three years and until his or her successor is elected and qualifies.
Directors shall serve without compensation
except that a reasonable fee may be paid to directors for attending
regular and special meetings of the board. In addition, they shall be
allowed reasonable advancement or reimbursement of expenses incurred in
the performance of their duties. Any payments to directors shall be
approved in advance in accordance with this corporation's conflict of
interest policy, as set forth in Article 9 of these bylaws.
Meetings shall be held at the principal office
of the corporation unless otherwise provided by the board or at such
other place as may be designated from time to time by resolution of the
board of directors.
A regular meeting of members shall be held in conjunction with the
annual Hennessy Awards, annually held the 3rd week of each
May, Chicago, Illinois, meeting as the Hennessy Travelers Association,
annual meeting. All former Hennessy Travelers available at this regular
meeting of directors shall assemble as the Hennessy Travelers, for the
purpose of electing directors and transacting other business as may come
before the meeting. The candidates receiving the highest number of votes
up to the number of directors to be elected shall be elected. Each
voting member shall cast one vote, with voting being by ballot only. The
annual meeting of members for the purpose of electing directors shall be
deemed a regular meeting.
Special meetings of the board of directors may
be called by the chairperson of the board, the president, the vice
president, the secretary, by any two directors, or, if different, by the
persons specifically authorized under the laws of the State of Texas to
call special meetings of the board. Such meetings shall be held at the
principal office of the corporation or, if different, at the place
designated by the person or persons calling the special meeting.
Unless otherwise provided by the articles of
incorporation, these bylaws, or provisions of law, the following
provisions shall govern the giving of notice for meetings of the board
of directors:
a. Regular Meetings. No notice need be given of any regular
meeting of the board of directors.
b. Special Meetings. At least one week prior notice shall be
given by the secretary of the corporation to each director of each
special meeting of the board. Such notice may be oral or written, may be
given personally, by first class mail, by telephone, by email or
facsimile machine, and shall state the place, date, and time of the
meeting and the matters proposed to be acted upon at the meeting. In the
case of facsimile notification, the director to be contacted shall
acknowledge personal receipt of the facsimile notice by a return
message, by telephone call, by email or facsimile machine, within
twenty-four hours of the first facsimile transmission.
c. Waiver of Notice. Whenever any notice of a meeting is
required to be given to any director of this corporation under
provisions of the articles of incorporation, these bylaws, or the law of
this state, a waiver of notice in writing signed by the director,
whether before or after the time of the meeting, shall be equivalent to
the giving of such notice.
A quorum shall consist of three of the members
of the board of directors or as may otherwise be required by the Texas
Non-Profit Corporation Act. Except as otherwise provided under the
articles of incorporation, these bylaws, or provisions of law, no
business shall be considered by the board at any meeting at which the
required quorum is not present, and the only motion which the chair
shall entertain at such meeting is a motion to adjourn.
Every act or decision done or made by a majority
of the directors present at a meeting duly held at which a quorum is
present is the act of the board of directors, unless the articles of
incorporation, these bylaws, or provisions of law require a greater
percentage or different voting rules for approval of a matter by the
board.
Meetings of the board of directors shall be
presided over by the chairperson of the board, or, if no such person has
been so designated, or in his or her absence, the president of the
corporation, or in his or her absence, by the vice president of the
corporation, or in the absence of each of these persons, by a
chairperson chosen by a majority of the directors present at the
meeting. The secretary of the corporation shall act as secretary of all
meetings of the board, provided that, in his or her absence, the
presiding officer shall appoint another person to act as secretary of
the meeting.
Meetings shall be governed by the president, insofar as such rules are
not inconsistent with or in conflict with the articles of incorporation,
these bylaws or with provisions of law and shall be governed by
"Robert's Rules of Order" unless the Board provides otherwise.
Vacancies on the board of directors shall exist
(1) on the death, resignation, or removal of any director, and (2)
whenever the number of authorized directors is increased.
Any director may resign effective upon giving
written notice to the chairperson of the board, the president, the
secretary, or the board of directors, unless the notice specifies a
later time for the effectiveness of such resignation. No director may
resign if the corporation would then be left without a duly elected
director or directors in charge of its affairs, except upon notice to
the office of the attorney general or other appropriate agency of this
state.
Directors may be removed from office, with or without cause, as
permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the articles of incorporation, these
bylaws, or provisions of law, vacancies on the board may be filled by
approval of the board of directors. If the number of directors then in
office is less than a quorum, a vacancy on the board may be filled by
approval of a majority of the directors then in office or by a sole
remaining director. A person elected to fill a vacancy on the board
shall hold office until the next election of the board of directors or
until his or her death, resignation, or removal from office.
The directors shall not be personally liable for the debts, liabilities,
or other obligations of the corporation.
The directors and officers of the corporation shall be indemnified by
the corporation to the fullest extent permissible under the laws of this
state.
Except as may be otherwise provided under provisions of law, the board
of directors may adopt a resolution authorizing the purchase and
maintenance of insurance on behalf of any agent of the corporation
(including a director, officer, employee, or other agent of the
corporation) against liabilities asserted against or incurred by the
agent in such capacity or arising out of the agent's status as such,
whether or not the corporation would have the power to indemnify the
agent against such liability under the articles of incorporation, these
bylaws, or provisions of law.
The officers of the corporation shall be a president, a vice president,
a secretary, and a treasurer. The corporation may also have a
chairperson of the board, one or more vice presidents, assistant
secretaries, assistant treasurers, and other such officers with such
titles as may be determined from time to time by the board of directors.
Any Hennessy Travelers Association member may serve as officer of this
corporation.
Officers shall be elected by the board of directors, at any time, and
each officer shall hold office until he or she resigns or is removed or
is otherwise disqualified to serve, or until his or her successor shall
be elected and qualified, whichever occurs first.
Any officer may be removed, either with or without cause, by the board
of directors, at any time. Any officer may resign at any time by giving
written notice to the board of directors or to the president or
secretary of the corporation. Any such resignation shall take effect at
the date of receipt of such notice or at any later date specified
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. The above
provisions of this section shall be superseded by any conflicting terms
of a contract which has been approved or ratified by the board of
directors relating to the employment of any officer of the corporation.
Any vacancy caused by the death, resignation, removal, disqualification,
or otherwise, of any officer shall be filled by the board of directors.
In the event of a vacancy in any office other than that of president,
such vacancy may be filled temporarily by appointment by the president
until such time as the board shall fill the vacancy. Vacancies occurring
in offices of officers appointed at the discretion of the board may or
may not be filled as the board shall determine.
The president shall be the chief executive officer of the corporation
and shall, subject to the control of the board of directors, supervise
and control the affairs of the corporation and the activities of the
officers. He or she shall perform all duties incident to his or her
office and such other duties as may be required by law, by the articles
of incorporation, or by these bylaws, or which may be prescribed from
time to time by the board of directors. Unless another person is
specifically appointed as chairperson of the board of directors, the
president shall preside at all meetings of the board of directors and,
if this corporation has members, at all meetings of the members. Except
as otherwise expressly provided by law, by the articles of
incorporation, or by these bylaws, he or she shall, in the name of the
corporation, execute such deeds, mortgages, bonds, contracts, checks, or
other instruments which may from time to time be authorized by the board
of directors.
In the absence of the president, or in the event of his or her inability
or refusal to act
pursuant to board directive, the vice president shall perform all
the duties of the president, and when so acting shall have all the
powers of, and be subject to all the restrictions on, the president. The
vice president, as directed by the Board, shall have other powers and
perform such other duties as may be prescribed by law, by the articles
of incorporation, or by these bylaws, or as may be prescribed by the
board of directors.
The secretary shall:
Certify and keep at the principal office of the corporation the
original, or a copy, of these bylaws as amended or otherwise altered to
date.
Keep at the principal office of the corporation or at such other place
as the board may determine, a book of minutes of all meetings of the
directors, and, if applicable, meetings of committees of directors and
of members, recording therein the time and place of holding, whether
regular or special, how called, how notice thereof was given, the names
of those present or represented at the meeting, and the proceedings
thereof.
See that all notices are duly given in accordance with the provisions of
these bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and affix
the seal, as authorized by law or the provisions of these bylaws, to
duly executed documents of the corporation.
Keep at the principal office of the corporation a membership book
containing the name and address of each and any members, and, in the
case where any membership has been terminated, he or she shall record
such fact in the membership book together with the date on which such
membership ceased.
Exhibit at all reasonable times to any director of the corporation, or
to his or her agent or attorney, on request therefore, the bylaws, the
membership book, and the minutes of the proceedings of the directors of
the corporation.
In general, perform all duties incident to the office of secretary and
such other duties as may be required by law, by the articles of
incorporation, or by these bylaws, or which may be assigned to him or
her from time to time by the board of directors.
The treasurer shall:
Have charge and custody of, and be responsible for, all funds and
securities of the corporation, and deposit all such funds in the name of
the corporation in such banks, trust companies, or other depositories as
shall be selected by the board of directors.
Receive, and give receipt for, monies due and payable to the corporation
from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may
be directed by the board of directors, taking proper vouchers for such
disbursements.
Keep and maintain adequate and correct accounts of the corporation's
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial
records to any director of the corporation, or to his or her agent or
attorney, on request therefore.
Render to the president and directors, whenever requested, an account of
any or all of his or her transactions as treasurer and of the financial
condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified,
the financial statements to be included in any required reports.
In general, perform all duties incident to the office of treasurer and
such other duties as may be required by law, by the articles of
incorporation of the corporation, or by these bylaws, or which may be
assigned to him or her from time to time by the board of directors.
The salaries of the officers, if any, shall be fixed from time to time
by resolution of the board of directors. In all cases, any salaries
received by officers of this corporation shall be reasonable and given
in return for services actually rendered to or for the corporation. All
officer salaries shall be approved in advance in accordance with this
corporation's conflict of interest policy, as set forth in Article 9 of
these bylaws.
The board of directors may, by a majority vote of its members, designate
an Executive Committee consisting of three board members and may
delegate to such committee the powers and authority of the board in the
management of the business and affairs of the corporation, to the extent
permitted, and, except as may otherwise be provided, by provisions of
law.
By a majority vote of its members, the board may at any time revoke or
modify any or all of the executive committee authority so delegated,
increase or decrease but not below two (2) the number of the members of
the executive committee, and fill vacancies on the Executive Committee
from the members of the board. The executive committee shall keep
regular minutes of its proceedings, cause them to be filed with the
corporate records, and report the same to the board from time to time as
the board may require. Where no procedure or rule for governance is
adopted, all meetings shall be governed by Robert's Rules of Order.
The corporation shall have such other committees as may from time to
time be designated by resolution of the board of directors. These
committees may consist of persons who are not also members of the board
and shall act in an advisory capacity to the board, but they shall have
no vote on the board and committee.
Meetings and action of committees shall be governed by, noticed, held,
and taken in accordance with the provisions of these bylaws concerning
meetings of the board of directors, with such changes in the context of
such bylaw provisions as are necessary to substitute the committee and
its members for the board of directors and its members, except that the
time for regular and special meetings of committees may be fixed by
resolution of the board of directors or by the committee. The board of
directors may also adopt rules and regulations pertaining to the conduct
of meetings of committees to the extent that such rules and regulations
are not inconsistent with the provisions of these bylaws. To the extent
such rules and regulations to conduct committee meetings are not
adopted, Robert's Rules of Order shall apply.
The board of directors, except as otherwise provided in these bylaws,
may by resolution authorize any officer or agent of the corporation to
enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be
general or confined to specific instances. Unless so authorized, no
officer, agent, or employee shall have any power or authority to bind
the corporation by any contract or engagement or to pledge its credit or
to render it liable monetarily for any purpose or in any amount.
Except as otherwise specifically determined by resolution of the board
of directors, or as otherwise required by law, checks, drafts,
promissory notes, orders for the payment of money, and other evidence of
indebtedness of the corporation shall be signed by the treasurer and
countersigned by the president of the corporation.
All funds of the corporation shall be deposited in a timely manner to
the credit of the corporation in such banks, trust companies, or other
depositories as the board of directors may select.
The board of directors may accept on behalf of the corporation any
contribution, gift, bequest, or devise for the nonprofit purposes of
this corporation.
The corporation shall keep at its principal office:
a. Minutes of all meetings of directors, committees of the board, and,
if this corporation has members, of all meetings of members, indicating
the time and place of holding such meetings, whether regular or special,
how called, the notice given, and the names of those present and the
proceedings thereof;
b. Adequate and correct books and records of account, including
accounts of its properties and business transactions and accounts of its
assets, liabilities, receipts, disbursements, gains, and losses;
c. A record of its members, if any, indicating their names and
addresses and, if applicable, the class of membership held by each
member and the termination date of any membership;
d. A copy of the corporation's articles of incorporation and bylaws as
amended to date, which shall be open to inspection by the members, if
any, of the corporation at all reasonable times during office hours.
The board of directors may adopt, use, and at will alter, a corporate
seal. Such seal shall be kept at the principal office of the
corporation. Failure to affix the seal to corporate instruments,
however, shall not affect the validity of any such instrument.
Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to
inspect the physical properties of the corporation, and shall have such
other rights to inspect the books, records, and properties of this
corporation as may be required under the articles of incorporation,
other provisions of these bylaws, and provisions of law.
If this corporation has any members, then each and every member shall
have the following inspection rights, for a purpose reasonably related
to such person's interest as a member:
a. To inspect and copy the record of all members' names, addresses,
and voting rights, at reasonable times, upon written demand on the
secretary of the corporation, which demand shall state the purpose for
which the inspection rights are requested.
b. To obtain from the secretary of the corporation, upon written
demand on, and payment of a reasonable charge to, the secretary of the
corporation, a list of the names, addresses, and voting rights of those
members entitled to vote for the election of directors as of the most
recent record date for which the list has been compiled or as of the
date specified by the member subsequent to the date of demand. The
demand shall state the purpose for which the list is requested. The
membership list shall be made available within a reasonable time after
the demand is received by the secretary of the corporation or after the
date specified therein as of which the list is to be compiled.
c. To inspect at any reasonable time the books, records, or minutes of
proceedings of the members or of the board or committees of the board,
upon written demand on the secretary of the corporation by the member,
for a purpose reasonably related to such person's interests as a member.
Members shall have such other rights to inspect the books, records, and
properties of this corporation as may be required under the articles of
incorporation, other provisions of these bylaws, and provisions of law.
Any inspection under the provisions of this article may be made in
person or by agent or attorney and the right to inspection shall include
the right to copy and make extracts.
The board shall cause any annual or periodic report required under law
to be prepared and delivered to an office of this state or to the
members, if any, of this corporation, to be so prepared and delivered
within the time limits set by law.
No substantial part of the activities of this corporation shall be the
carrying on of propaganda, or otherwise attempting to influence
legislation (except as otherwise provided by Section 501(h) of the
Internal Revenue Code), and this corporation shall not participate in,
or intervene in (including the publishing or distribution of
statements), any political campaign on behalf of, or in opposition to,
any candidate for public office.
Notwithstanding any other provisions of these bylaws, this corporation
shall not carry on any 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 (b) by a corporation, contributions to
which are deductible under Section 170(c)(2) of the Internal Revenue
Code.
No part of the net earnings of this corporation shall inure to the
benefit of, or be distributable to, its members, directors or trustees,
officers, or other private persons, except that the corporation shall be
authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the
purposes of this corporation.
Upon the dissolution of this corporation, its assets remaining after
payment, or provision for payment, of all debts and liabilities of this
corporation, shall be distributed for one or more exempt purposes within
the meaning of Section 501(c) (3) of the Internal Revenue Code or shall
be distributed to the federal government, or to a state or local
government, for a public purpose, to such eleemosynary institutions,
which qualify as exempt organizations. Such distribution shall be made
in accordance with all applicable provisions of the laws of the State of
Texas.
In any taxable year in which this corporation is a private foundation as
described in Section 509(a) of the Internal Revenue Code, the
corporation 1) shall distribute its income for said period at such time
and manner as not to subject it to tax under Section 4942 of the
Internal Revenue Code; 2) shall not engage in any act of self-dealing as
defined in Section 4941(d) of the Internal Revenue Code; 3) shall not
retain any excess business holdings as defined in Section 4943(c) of the
Internal Revenue Code; 4) shall not make any investments in such manner
as to subject the corporation to tax under Section 4944 of the Internal
Revenue Code; and 5) shall not make any taxable expenditures as defined
in Section 4945(d) of the Internal Revenue Code.
The purpose of this conflict of interest policy is to protect this
tax-exempt corporation's interest when it is contemplating entering into
a transaction or arrangement that might benefit the private interest of
an officer or director of the corporation or any "disqualified person"
as defined in Section 4958(f)(1) of the Internal Revenue Code and as
amplified by Section 53.4958-3 of the IRS Regulations and which might
result in a possible "excess benefit transaction" as defined in Section
4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section
53.4958 of the IRS Regulations. This policy is intended to supplement
but not replace any applicable state and federal laws governing conflict
of interest applicable to nonprofit and charitable organizations.
a. Interested Person. Any director, principal
officer, member of a committee with governing board delegated powers, or
any other person who is a "disqualified person" as defined in Section
4958(f)(1) of the Internal Revenue Code and as amplified by Section
53.4958-3 of the IRS Regulations, who has a direct or indirect financial
interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial
interest if the person has, directly or indirectly, through business,
investment, or family:
1. An ownership or investment interest in any entity with which the
corporation has a transaction or arrangement,
2. A compensation arrangement with the corporation or with any entity
or individual with which the corporation has a transaction or
arrangement, or
3. A potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the corporation is
negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts
or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under
Section 3, paragraph B, a person who has a financial interest may have a
conflict of interest only if the appropriate governing board or
committee decides that a conflict of interest exists.
a. Duty to Disclose. In connection with any actual or
possible conflict of interest, an interested person must disclose the
existence of the financial interest and be given the opportunity to
disclose all material facts to the directors and members of committees
with governing board delegated powers considering the proposed
transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists.
After disclosure of the financial interest and all material facts, and
after any discussion with the interested person, he/she shall leave the
governing board or committee meeting while the determination of a
conflict of interest is discussed and voted upon. The remaining board or
committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest.
An interested person, after identifying his or her interest to the board
or committee, may make a presentation at the governing board or
committee meeting, but after the presentation, he/she shall leave the
meeting during the discussion of, and the vote on, the transaction or
arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if
appropriate, appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall
determine whether the corporation can obtain with reasonable efforts a
more advantageous transaction or arrangement from a person or entity
that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably
possible under circumstances not producing a conflict of interest, the
governing board or committee shall determine by a majority vote of the
disinterested directors whether the transaction or arrangement is in the
corporation's best interest, for its own benefit, and whether it is fair
and reasonable. In conformity with the above determination, it shall
make its decision as to whether to enter into the transaction or
arrangement.
d. Violations of the Conflicts of Interest Policy. If
the governing board or committee has reasonable cause to believe a
member has failed to disclose actual or possible conflicts of interest,
it shall inform the member of the basis for such belief and afford the
member an opportunity to explain the alleged failure to disclose.
If, after hearing the member's response and after making further
investigation as warranted by the circumstances, the governing board or
committee determines the member has failed to disclose an actual or
possible conflict of interest, it shall take appropriate disciplinary
and corrective action.
The minutes of meetings of the governing board and all committees with
board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to
have a financial interest in connection with an actual or possible
conflict of interest, the nature of the financial interest, any action
taken to determine whether a conflict of interest was present, and the
governing board's or committee's decision as to whether a conflict of
interest in fact existed.
b. The names of the persons who were present for discussions and votes
relating to the transaction or arrangement, the content of the
discussion, including any alternatives to the proposed transaction or
arrangement, and a record of any votes taken in connection with the
proceedings.
A voting member of the governing board who receives compensation,
directly or indirectly, from the corporation for services is precluded
from voting on matters pertaining to that member's compensation.
A voting member of any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or
indirectly, from the corporation for services is precluded from voting
on matters pertaining to that member's compensation.
No voting member of the governing board or any committee whose
jurisdiction includes compensation matters and who receives
compensation, directly or indirectly, from the corporation, either
individually or collectively, is prohibited from providing information
to any committee regarding compensation.
When approving compensation for directors, officers and employees,
contractors, and any other compensation contract or arrangement, in
addition to complying with the conflict of interest requirements and
policies contained in the preceding and following sections of this
article as well as the preceding paragraphs of this section of this
article, the board or a duly constituted compensation committee of the
board shall also comply with the following additional requirements and
procedures:
a. the terms of compensation shall be approved by the board or
compensation committee prior to the first payment of compensation,
b. all members of the board or compensation committee who approve
compensation arrangements must not have a conflict of interest with
respect to the compensation arrangement as specified in IRS Regulation
Section 53.4958-6(c)(iii), which generally requires that each board
member or committee member approving a compensation arrangement between
this organization and a "disqualified person" (as defined in Section
4958(f)(1) of the Internal Revenue Code and as amplified by Section
53.4958-3 of the IRS Regulations):
1. is not the person who is the subject of the compensation
arrangement, or a family member of such person;
2. is not in an employment relationship subject to the direction or
control of the person who is the subject of the compensation arrangement
3. does not receive compensation or other payments subject to approval
by the person who is the subject of the compensation arrangement
4. has no material financial interest affected by the compensation
arrangement; and
5. does not approve a transaction providing economic benefits to the
person who is the subject of the compensation arrangement, who in turn
has approved or will approve a transaction providing benefits to the
board or committee member.
c. the board or compensation committee shall obtain and rely upon
appropriate data as to comparability prior to approving the terms of
compensation. Appropriate data may include the following:
1. compensation levels paid by similarly situated organizations, both
taxable and tax-exempt, for functionally comparable positions.
"Similarly situated" organizations are those of a similar size, purpose,
and with similar resources
2. the availability of similar services in the geographic area of this
organization
3. current compensation surveys compiled by independent firms
4. actual written offers from similar institutions competing for the
services of the person who is the subject of the compensation
arrangement
As allowed by IRS Regulation 4958-6, if this organization has average
annual gross receipts (including contributions) for its three prior tax
years of less than $1 million, the board or compensation committee will
have obtained and relied upon appropriate data as to comparability if it
obtains and relies upon data on compensation paid by three comparable
organizations in the same or similar communities for similar services.
d. the terms of compensation and the basis for approving them shall be
recorded in written minutes of the meeting of the board or compensation
committee that approved the compensation. Such documentation shall
include:
1. the terms of the compensation arrangement and the date it was
approved
2. the members of the board or compensation committee who were present
during debate on the transaction, those who voted on it, and the votes
cast by each board or committee member
3. the comparability data obtained and relied upon and how the data
was obtained
4. If the board or compensation committee determines that reasonable
compensation for a specific position in this organization or for
providing services under any other compensation arrangement with this
organization is higher or lower than the range of comparability data
obtained, the board or committee shall record in the minutes of the
meeting the basis for its determination.
5. If the board or committee makes adjustments to comparability data
due to geographic area or other specific conditions, these adjustments
and the reasons for them shall be recorded in the minutes of the board
or committee meeting.
6. any actions taken with respect to determining if a board or
committee member had a conflict of interest with respect to the
compensation arrangement, and if so, actions taken to make sure the
member with the conflict of interest did not affect or participate in
the approval of the transaction (for example, a notation in the records
that after a finding of conflict of interest by a member, the member
with the conflict of interest was asked to, and did, leave the meeting
prior to a discussion of the compensation arrangement and a taking of
the votes to approve the arrangement).
7. The minutes of board or committee meetings at which compensation
arrangements are approved must be prepared before the later of the date
of the next board or committee meeting or 60 days after the final
actions of the board or committee are taken with respect to the approval
of the compensation arrangements. The minutes must be reviewed and
approved by the board and committee as reasonable, accurate, and
complete within a reasonable period thereafter, normally prior to or at
the next board or committee meeting following final action on the
arrangement by the board or committee.
Each director, principal officer, and member of a committee with
governing board delegated powers shall annually sign a statement which
affirms such person:
a. has received a copy of the conflicts of interest policy,
b. has read and understands the policy,
c. has agreed to comply with the policy, and
d. understands the corporation is charitable and in order to maintain
its federal tax exemption it must engage primarily in activities which
accomplish one or more of its tax-exempt purposes.
To ensure the corporation operates in a manner consistent with
charitable purposes and does not engage in activities that could
jeopardize its tax-exempt status, periodic reviews shall be conducted.
The periodic reviews shall, at a minimum, include the following
subjects:
a. Whether compensation arrangements and benefits are reasonable,
based on competent survey information, and the result of arm's-length
bargaining.
b. Whether partnerships, joint ventures, and arrangements with
management organizations conform to the corporation's written policies,
are properly recorded, reflect reasonable investment or payments for
goods and services, further charitable purposes, and do not result in
inurement, impermissible private benefit, or in an excess benefit
transaction.
When conducting the periodic reviews as provided for in Section 7, the
corporation may, but need not, use outside advisors. If outside experts
are used, their use shall not relieve the governing board of its
responsibility for ensuring periodic reviews are conducted.
Subject to the power of the members, if any, of this corporation to
adopt, amend, or repeal the bylaws of this corporation and except as may
otherwise be specified under provisions of law, these bylaws, or any of
them, may be altered, amended, or repealed and new bylaws adopted by
approval of the board of directors.
If there is any conflict between the provisions of these bylaws and the
articles of incorporation of this corporation, the provisions of the
articles of incorporation shall govern.
Should any of the provisions or portions of these bylaws be held
unenforceable or invalid for any reason, the remaining provisions and
portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of incorporation shall be
to the articles of incorporation, articles of organization, certificate
of incorporation, organizational charter, corporate charter, or other
founding document of this corporation filed with an office of this state
and used to establish the legal existence of this corporation.
All references in these bylaws to a section or sections of the Internal
Revenue Code shall be to such sections of the Internal Revenue Code of
1986 as amended from time to time, or to corresponding provisions of any
future federal tax code.
ADOPTION OF BYLAWS
We,
the undersigned, are all of the initial directors or incorporators of
this corporation, and we consent to, and hereby do, adopt the foregoing
bylaws, consisting of __________ preceding pages, as the bylaws of this
corporation.
Dated: __________
_________________________________________
_________________________________________
_________________________________________
_________________________________________
|