Basenji Rescue and Transport, Inc.
BYLAWS
ARTICLE 1: OFFICES
SECTION 1. PRINCIPAL OFFICE The principal
office of the Corporation is located in Shelby County, Tennessee.
SECTION 2. PRINCIPAL OFFICE The board of
directors by resolution may change the principal office of the Corporation
from one location to another throughout the United States, and such changes
of address shall not be deemed, nor require, an amendment of these Bylaws.
SECTION 3. OTHER OFFICES The Corporation
may do business throughout the United States and Canada. 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.
ARTICLE 2: NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501(C)(3) PURPOSES
This Corporation 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.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this Corporation shall be:
A. To be a separate, non-profit
organization to participate in all aspects of rescuing Basenji dogs,
including dogs that are believed to be at least one-half Basenji
("Basenjis") from animal shelters and individuals;
B. To provide education and charitable
assistance to individuals, groups, clubs and other organizations regarding
all aspects of Basenji rescue, including the maintenance lists of volunteers
willing to provide assistance for rescued Basenjis, and to operate Internet
mailing lists and web pages dedicated to Basenji rescue matters;
C. To provide charitable assistance to
individuals who need to re-home their Basenji due to family circumstances or
other unforeseen events;
D. To assist and educate individuals who
are looking to adopt a Basenji rescue;
E. To provide follow-up educational and
post-adoptive care services to individuals who adopt a rescue Basenji;
F. To transport and help arrange transport
of rescued Basenjis to new homes;
G. To prevent cruelty to animals and
provide funds for the purpose of having Basenjis spayed or neutered to
prevent over breeding;
H. To pay for veterinary care given to
Basenjis and other dogs in rescue;
I. To raise funds to assist local Basenji
clubs, corporations, groups or individuals in the rescue, foster care,
veterinary care, transportation, purchase of Basenjis from shelters and
animal welfare groups, and placement of rescued Basenjis; and
J. To provide training to individuals
interested in assisting with Basenji rescue; and
K. To assist other dog rescue groups and
individuals in the transportation, rescue and rehabilitation of Basenjis and
dogs of other breeds.
ARTICLE 3: DIRECTORS
SECTION 1. NUMBER. The number of directors
shall be not less than three (3) nor more than five (5), the exact number to
be fixed at three (3) until changed by the approval of the board of
directors by formal resolution. In no event shall the term of a director be
shortened by a reduction of the size of the Board. The directors shall
collectively be known as the Board of Directors. There may also be one or
more persons designated as "Director Emeritus" as may be appointed by the
Board of Directors to serve under terms set forth by the Board. A "Director
Emeritus" may use this title and shall be entitled to attend meetings of the
Board of Directors but shall have no other formal duties by virtue of such
title.
SECTION 2. QUALIFICATIONS. Directors shall
be at least eighteen years of age.
SECTION 3. POWERS. 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.
SECTION 4. DUTIES. 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, stationmasters, agents and employees
of the Corporation; (c) Supervise all officers, agents, stationmasters and
employees of the Corporation to assure that their duties are performed
properly; (d) Set policies and guidelines to be followed by all persons
acting on behalf of the Corporation; (e) Meet at such times and places as
required by these Bylaws; (f) Register their addresses with the Secretary of
the Corporation, and notices of meetings mailed, faxed or emailed to them at
such addresses shall be valid notices thereof.
SECTION 5. TERM OF OFFICE Each director
shall hold office for a period of up to two years and until his or her
successor is elected and qualifies.
SECTION 6. COMPENSATION Directors shall
serve without compensation, except that they may be allowed reasonable
advancement or reimbursement of expenses incurred in the performance of
their duties, provided such expenses are authorized by the Corporation.
SECTION 7. PLACE OF MEETINGS. Meetings
shall be held either at the principal office of the Corporation, or at such
other place as may be designated from time to time by the Chairperson of the
Board of Directors.
SECTION 8. REGULAR MEETINGS. Regular
meetings of Directors shall be held from time to time as designated by the
Chairperson of the Board of Directors. Vacancies on the Board of Directors
shall be filled by a majority vote of the remaining Board of Directors
acting by formal resolution. Voting for the election of Directors shall be
by written ballot. Each director shall cast one vote per candidate, and may
vote for as many candidates as the number of candidates to be elected to the
board. The candidates receiving the highest number of votes up to the number
of Directors to be elected shall be elected to serve on the board.
SECTION 9. SPECIAL MEETINGS. Special
meetings of the Board of Directors may be called by the Chairperson of the
Board, or by the persons specifically authorized under the laws of this
state 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. Such
meetings may also be held via telephone conference call or through the
Internet to the extent permitted by law. Moreover, the Directors and
Advisory Directors may conduct informal discussions for which no quorum
shall be needed. These discussions will not be considered Special Meetings
unless prior notice to that effect is provided to the Directors.
SECTION 10. NOTICE OF MEETINGS. 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 or Special
Meetings. At least one week prior notice shall be given to each Director of
each regular or special meeting of the Board of Directors. Such notice may
be oral or written, may be given personally, by first class mail, by
telephone, by email, or by 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 or telephone call within twenty four hours of the first
facsimile transmission. Discussions at Special Meetings will not be limited
to the matters proposed in the notice, however, proposed actions will be so
limited. (b) 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 (or via email), whether before
or after the time of the meeting, shall be equivalent to the giving of such
notice. At the discretion of the Chairperson, Advisory Directors, officers
or counsel may be notified and invited to attend meetings of the Board of
Directors.
SECTION 11. QUORUM FOR MEETINGS. A quorum
for all Meetings of the Board of Directors shall consist of two members of
the Board of Directors (if the Board consists of three members) or three
members of the Board of Directors (if the Board consists of four or five
members). The members constituting a quorum shall meet in person. If a
quorum is present, any directors not physically present may participate in
the meeting through voting by written proxy, Internet chat, or telephonic
conference to the extent permitted by law. 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.
SECTION 12. MAJORITY ACTION AS BOARD
ACTION. Every act or decision done or made by a majority of the Directors
voting 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. The Directors may also conduct business
pursuant to unanimous written consent to the extent permitted by law.
SECTION 13. CONDUCT OF MEETINGS. 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, 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 (and other corporate action taken by unanimous consent of the
Directors in lieu of a meeting) shall be governed by such procedures as may
be approved from time to time by the Board of Directors, insofar as such
rules are not inconsistent with or in conflict with the Articles of
Incorporation, these Bylaws, or with provisions of law.
SECTION 14. ACTION WITHOUT MEETING. Any
action required or permitted to be taken by the Board of Directors may be
taken without a meeting if all members of the Board shall individually and
collectively consent in writing to such action. Such consent shall have the
same effect as a unanimous vote of the Board and shall be filed with the
minutes of the proceedings of the Board.
SECTION 15. VACANCIES. Vacancies on the
Board of Directors shall exist (1) on the death, resignation or removal for
cause 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 the State of Texas. 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 acting by
formal resolution. 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. Directors may only be removed from office for cause as
determined by a majority of the Directors voting at a Regular or Special
meeting of the Board of Directors. The Chairperson has the sole authority to
determine whether a motion to remove a Director for cause states grounds
sufficient to be submitted to the Board of Directors for a vote.
SECTION 16. NONLIABILITY OF DIRECTORS. The
Directors shall not be personally liable for the debts, liabilities, or
other obligations of the Corporation.
SECTION 17. INDEMNIFICATION BY CORPORATION
OF DIRECTORS, ADVISORY DIRECTORS, AND OFFICERS. The Directors, Advisory
Directors and Officers of the Corporation shall be indemnified by the
Corporation to the fullest extent permissible under the laws of the state of
Texas.
SECTION 18. INSURANCE FOR CORPORATE AGENTS.
Except as may be otherwise provided under provisions of law, the Board of
Directors may authorize the purchase and maintenance of insurance on behalf
of any agent of the Corporation (including a Director, Advisory Director,
Officer, Stationmaster, 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
Corporation may also purchase general liability insurance covering all
agents of the Corporation, as well as fidelity bond coverage.
SECTION 19. RESCUE PROGRAM. The Corporation
may accept dogs into its rescue program based on its procedures and in its
sole discretion. The Corporation is not required to accept any dog into
rescue and may reject any dog for any reason. The Corporation will place
dogs with applicants based on its procedures and in its sole discretion. No
person is entitled to receive a dog from the Corporation. The Corporation
shall set adoption fees and place other terms and conditions on the adoption
of Corporation dogs, such terms to be set forth in contracts or other
written documents.
SECTION 20. STANDARD OF CARE. A director
shall perform the duties of a director in good faith, in a manner such
director believes to be in the best interest of the Corporation, and with
such care, including reasonable inquiry as an ordinarily prudent person in a
like situation would use under similar circumstances. In performing the
duties of a director, a director shall be entitled to rely on information,
opinions, reports or statements prepared or presented by (A) one or more
officers or stationmasters of the Corporation whom the director believes to
be reliable and competent in the matters presented; or (B) legal counsel,
independent accountants or other persons as to matter which the director
believes to be within such person's professional or expert competence.
ARTICLE 4: ADVISORY DIRECTORS
SECTION 1. NUMBER. The Corporation may have
up to twelve Advisory Directors (the "Advisory Directors.") Advisory
Directors do not operate or manage the affairs of the Corporation but advise
the Directors and Officers on issues of concern to the Corporation.
SECTION 2. DUTIES. Advisory Directors shall
advise the Officers and Directors of the Corporation on issues of rescue
practices and procedures, and on the operation of the Corporation. Advisory
Directors will have no vote on matters decided by the Board of Directors
but, if invited, may participate in Regular and Special Board of Directors
meetings, and may present their views to the Directors and Officers on such
matters or on any other matters affecting the Corporation.
SECTION 3. TERM OF OFFICE. Advisory
Directors are selected by the Board of Directors by resolution. Each
Advisory Director shall hold office for a period of one year or until his or
her successor is elected and qualifies.
SECTION 4. COMPENSATION. Advisory Directors
shall serve without compensation, except that they may be allowed reasonable
advancement or reimbursement of expenses incurred in the performance of
their duties, provided such expenses are authorized by the Corporation.
SECTION 5. VACANCIES. Vacancies on the
Advisory Board of Directors shall exist (1) on the death, resignation or
removal of any advisory director, and (2) whenever the number of authorized
advisory directors is increased. Any Advisory 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. Advisory Directors may
be removed from office, with or without cause, as determined by the Board of
Directors by formal resolution.
SECTION 6. NONLIABILITY OF ADVISORY
DIRECTORS. Advisory Directors shall not be personally liable for the debts,
liabilities, or other obligations of the Corporation.
ARTICLE 5: OFFICERS
SECTION 1. DESIGNATION OF OFFICERS. The
Officers of the Corporation shall be a President, a First Vice President, a
Second Vice President, a Secretary, and a Treasurer. One person may hold two
of the above offices simultaneously without restrictions. The Corporation
may also have a Chairperson of the Board, Assistant Secretaries, Assistant
Treasurers, a General Counsel, a Deputy General Counsel, and other such
Officers with such titles as may be determined from time to time by the
Board of Directors.
SECTION 2. QUALIFICATIONS. Any person may
serve as an Officer of this Corporation.
SECTION 3. ELECTION AND TERM OF OFFICE.
Officers shall be elected by the Board of Directors formal board resolution,
at any time, and each Officer shall hold office for a two-year term or 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.
SECTION 4. REMOVAL AND RESIGNATION. Any
Officer may be removed, either with or without cause, by the Board of
Directors acting by formal resolution, 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.
SECTION 5. VACANCIES. Any vacancy caused by
the death, resignation, removal, disqualification, or otherwise, of any
Officer shall be filled by the Board of Directors by formal resolution. In
the event of a vacancy in any office other than that of President, such
vacancy may be filled temporarily by appointment by the Executive Committee
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.
SECTION 6. DUTIES OF PRESIDENT. 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. 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.
SECTION 7. DUTIES OF VICE PRESIDENTS. In
the absence of the President, or in the event of his or her inability or
refusal to act, the Executive Committee shall designate a Vice President who
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 First and Second Vice Presidents 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.
SECTION 8. DUTIES OF SECRETARY. 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,
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 database containing the name and
address of each and any Stationmasters. Exhibit at all reasonable times to
any director of the Corporation, or to his or her agent or attorney, on
request therefor, the Bylaws, the database of Stationmasters, 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.
SECTION 9. DUTIES OF TREASURER. 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. Sign all required state and federal reports of the Corporation,
including any IRS Form 990s and other federal tax returns. Approve
reimbursement requests as provided by the Board of Directors. 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 therefor. 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.
SECTION 10. COMPENSATION. Officers shall
serve without compensation, except that they may be allowed reasonable
advancement or reimbursement of expenses incurred in the performance of
their duties, provided such expenses are authorized by the Corporation.
SECTION 11. NONLIABILITY OF OFFICERS. The
OFFICERS shall not be personally liable for the debts, liabilities, or other
obligations of the Corporation.
ARTICLE 6: STATIONMASTERS
SECTION 1. DESIGNATION OF STATIONMASTERS.
The Corporation may utilize the services of certain volunteers interested in
participating in Basenji rescue and transport. These individuals will be
known as "Stationmasters." Stationmasters are not Members of the Corporation
and have no voting rights or other rights to control the Corporation. All
rights that which would otherwise by law vest in the members shall vest in
the Board. Similarly, Stationmasters are not responsible to pay any dues to
the Corporation, although they may donate money to assist in the purposes of
the Corporation. A person may become a Stationmaster on the approval of the
President or his/her designee and at that time, their name, address and
phone number will be added to the BRAT Stationmaster Database.
Stationmasters are eligible to participate in some of the Corporation's
email lists and may assist in Basenji rescue and transport as needed,
including signing the form BRAT adoption contract. Provided, however, that
the President or Treasurer must approve any expenditure made by a
Stationmaster on behalf of the Corporation. The Corporation may review any
placement or transport activity undertaken by a Stationmaster on behalf of
the Corporation, including execution of the BRAT adoption contract. Each
year, or as needed, the Board may adopt a Resolution approving the current
list of BRAT Stationmasters, however, new Stationmasters can be added to the
Database between Board resolutions.
SECTION 2. VOLUNTEER STATUS OF
STATIONMASTERS. Stationmasters shall serve without compensation, except that
they may be allowed reasonable advancement or reimbursement of expenses
incurred in the performance of their duties, provided such expenses are
authorized by the Corporation. Stationmasters will be considered
"volunteers" as defined by Section 84.004 of the Texas Civil Practices and
Remedies Code to the extent they are acting in good faith and in the course
and scope of their duties or functions within the Corporation. The
Corporation intends to be considered a "Charitable Organization" as provided
in Section 83.004 of the Code. Stationmasters are persons rendering services
for or on behalf of the Corporation who do not receive compensation in
excess of reimbursement for expenses incurred, and such term includes a
person serving as a director, officer, advisory director, coordinator,
unpaid attorney, foster home or other volunteer. Nothing in this Article
shall be construed as limiting the right of the Corporation to refer to
Stationmasters as "members" even though such persons are not members, and no
such designation will give such persons any rights as "members" under law.
SECTION 3. NONLIABILITY OF STATIONMASTERS.
Stationmasters shall not be personally liable for the debts, liabilities, or
other obligations of the Corporation.
SECTION 4. POWER TO CONTRACT.
Stationmasters shall have the power and authority to enter into adoption,
transfer and foster contracts on behalf of the Corporation. However,
Stationmasters shall not have any power or authority to enter into any other
contract, render the Corporation liable for any debts or obligations,
execute, or deliver any instrument in the name of, or on behalf of the
Organization. The Board may however, authorize any officer, director, or
stationmaster to take such actions. Such authority may be general, or
confined to specific instances. In the absence of a contrary Board
authorization, contracts and instruments may only be executed by the
President or Treasurer or persons authorized by a resolution.
SECTION 5. ASSETS. All written
communications, plans, manuals, forms, photographs, handbooks, and related
documents prepared in the course of Corporation business become the property
of the Corporation. Stationmasters shall have no legal right to such
intangible property even if they personally created the property. Whenever a
stationmaster obtains a physical asset (i.e. crate, telephone, fax machine,
computer, etc.) the stationmaster will sign a form indicating he/she has
received the asset. If/when a stationmaster is no longer active with the
Corporation, all Corporation property must be returned to Corporation within
ten (10) days. Any property not returned within ten (10) days, or other
reasonable time frame established by the Board of Directors, will result in
the Corporation seeking payment in full for the asset not returned in full,
which may result in legal proceedings if the individual refuses to pay for
or return the asset(s), and shall receive the value of the asset.
SECTION 6. REMOVAL AND RESIGNATION. Any
Stationmaster may be removed, either with or without cause, by the President
or the Board of Directors, at any time. Any Stationmaster may resign at any
time by giving written notice to the Board of Directors or to the President,
or any officer of the Corporation. Any such resignation shall take effect at
the date of receipt of such notice.
ARTICLE 7: COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE. The Board
of Directors may, by formal resolution, designate an Executive Committee
consisting of two or more 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 formal resolution, 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
may be delegated the duty of the Board of Directors to supervise the
officers and stationmasters of the Corporation. If the Corporation
designates an Executive Committee, such Committee shall have all powers
assigned in these Bylaws to the Board of Directors unless prohibited by law
or unless these Bylaws call for the execution of a formal board resolution.
SECTION 2. OTHER COMMITTEES. The
Corporation shall have such other committees as may from time to time be
designated by 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.
SECTION 3. MEETINGS AND ACTION OF
COMMITTEES. 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.
ARTICLE 8: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS. 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.
SECTION 2. CHECKS AND NOTES. 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.
SECTION 3. DEPOSITS. All funds of the
Corporation shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies, or other depositories as the
Board of Directors may select.
SECTION 4. GIFTS. The Board of Directors
may accept on behalf of the Corporation any contribution, gift, bequest, or
devise for the nonprofit purposes of this Corporation.
ARTICLE 9: CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE
RECORDS. The Corporation shall maintain: (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 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.
SECTION 2. CORPORATE SEAL. 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.
SECTION 3. DIRECTORS' INSPECTION RIGHTS.
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.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS.
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.
SECTION 5. PERIODIC REPORT. The Board shall
cause any annual or periodic report required under law to be prepared and
delivered to an office of this state to be so prepared and delivered within
the time limits set by law.
ARTICLE 10: IRC 501(C)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES. 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.
SECTION 2. PROHIBITION AGAINST PRIVATE
INUREMENT. No part of the net earnings of this Corporation shall inure to
the benefit of, or be distributable to, its stationmasters, directors, or
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.
SECTION 3. DISTRIBUTION OF ASSETS. 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 510(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. Such distribution shall be made in accordance with all applicable
provisions of the laws of this state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS
AND RESTRICTIONS. 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.
ARTICLE 11: AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT. 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 formal resolution of the Board of
Directors.
ARTICLE 12: CONSTRUCTION AND TERMS
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. The law of the
State of Texas shall and will apply, govern, and have exclusive jurisdiction
to all matters pertaining to this document.
ARTICLE 13: PARLIAMENTARY AUTHORITY
To the extent these Bylaws and any other
special rules or orders the Corporation may adopt are silent as to a
procedural issue, at the discretion of the Chairman of the Board of
Directors, the rules contained in the current edition of Robert’s Rules of
Order, Newly Revised, may be used to govern the Corporation in all cases to
which they are applicable.
Originally enacted: February 1999
Amended: _______, 2005
Formatting revised 09/14/11 (JK) |
