Bylaws of the MonoGame Foundation, Inc.
(Texas Non-Profit Corporation)
Table of contents
- Article 1 - Offices
- Article 2 - Purpose
- Article 3 - Shareholders
- Article 4 - Board of Directors
- Article 5 - Notice
- Article 6 - Officers and Agents
- Article 7 - Committees
- Article 8 - General Provisions
These bylaws of the MonoGame Foundation, Inc. (the “Corporation”), dated as of 29 September 2023 (the “Effective Date”), are adopted by the Board of Directors and are executed and agreed to.
Article 1 - Offices
- 1.1 Registered Office. The registered office and registered agent of the Corporation will be as set forth in the Corporation’s Certificate of Formation, previously filed with the Texas Secretary of State on September 29, 2023. The Corporation may change its registered office, registered agent, or both by filing a statement of change with the secretary of state of the state of Texas.
- 1.2 Other Offices. The Corporation may also have offices at other places, both within and outside the state of Texas, as the Board of Directors determines or as the business of the Corporation requires.
Article 2 - Purpose
- 2.1 General Purpose. The general purposes for which this Corporation has been established are as follows:
- a. Exclusively for charitable, religious, educational, and scientific purposes, within the meaning of such terms as defined in the Internal Revenue Code (the “Code”) or the corresponding section of any future federal tax code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under such section.
- b. The Corporation is established within the meaning of IRS Publication 557 Section 501(c) of the Code of 1986 or the corresponding section of any future federal tax code and will be operated exclusively for the solicitation of funds to support veterans’ service organizations.
- 2.2 Powers. The Corporation will hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Texas and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporation. At no time and in no event will the Corporation participate in any activities which have not been permitted to be carried out by a Corporation exempt under Section 501(c) of the Code.
Article 3 - Shareholders
The Corporation has no Shareholders.
Article 4 - Board of Directors
- 4.1 Management. The business and affairs of the Corporation will be managed by or under the direction of the Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts not directed or required by law, the certificate of formation, or these bylaws.
- 4.2 Board Elections. The Governance Committee will present a nomination slate for new and renewing Board members at the board meeting immediately preceding the beginning of the next fiscal year. Recommendations from the Governance Committee will be made known to the Board in writing before nominations are made and voted on. New and renewing Board members shall be approved by a majority of those Board members at a Board meeting at which a quorum is present.
- 4.3 Qualification; Election; Term. None of the Directors need be a resident of the state of Texas. Each Director will hold its office until whichever of the following occurs first: (a) a successor is elected and qualified, (b) resignation, (c) removal from office, or (d) death. Directors will be elected by the affirmative vote of a two-thirds majority of the then serving Board of Directors.
- 4.4 Number.
- a. The Board shall have up to eleven, but no fewer than three, Board members. The number of Board members may be increased beyond eleven members or decreased to less than three members by the affirmative vote of a two-thirds majority of the then serving Board of Directors. A Board member need not be a resident of the State of Texas.
- b. In addition to the regular membership of the Board, representatives of such other organizations or individuals as the Board may deem advisable to elect shall be Ex-Officio Board Members, which will have the same rights and obligations, including voting power, as the other directors.
- 4.5 Term. All appointments to the Board shall be for a term of three year(s). No person shall serve more than three consecutive terms unless a majority of the Board, during the course of a Board meeting at which a quorum is present, votes to appoint a Board member to one additional year(s). No person shall serve more than seven consecutive years. After serving the maximum total number of consecutive years on the Board, a member may be eligible for reconsideration as a Board member after one year has passed since the conclusion of such Board member's service.
- 4.6 Removal. Any Director may be removed with or without cause at any special meeting of Board of Directors by the affirmative vote of a two-thirds majority of the then serving Board of Directors.
- 4.7 Resignation. Each Board member has the right to resign at any time upon written notice thereof to the Chair of the Board, Secretary of the Board, or the Executive Director. Unless otherwise specified in the notice, the resignation will take effect upon receipt thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation will not be necessary to make it effective.
- 4.8 Vacancies. Any vacancy occurring in the Board of Directors may be filled by an affirmative vote or written consent of a majority of the remaining Directors even if the remaining directors constitute less than a quorum of the Board of Directors.
- 4.9 Place of Meetings. Regular or special meetings of the board of directors may be held at any place within or outside the state of Texas as fixed by the Board of Directors.
- 4.10 Annual Meeting. The Board of Directors will have an annual meeting no later than three weeks after the end of the previous calendar year.
- 4.11 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at any time and place determined by resolution of the Board of Directors. Except as may be otherwise expressly provided by law, the certificate of formation, or these bylaws, neither the business to be transacted nor the purpose of any regular meeting need be specified in a notice or waiver of notice.
- 4.12 Board Member Attendance. An elected Board Member who is absent from three consecutive regular meetings of the Board during a fiscal year will be encouraged to reevaluate with the Chair of the Board his/her commitment to the Corporation/Organization. The Board may deem a Board member who has missed three consecutive meetings without such a reevaluation with the Chair to have resigned from the Board.
- 4.13 Quorum and Action by Directors. At each meeting of the Board of Directors or Board Committees, the presence of four (4) persons will constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the Chair of the Board will be the deciding vote. The act of the majority of the Board members serving on the Board or Board Committees and present at a meeting in which there is a quorum will be the act of the Board, unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum is present. However, a Board member will be considered present at any meeting of the Board or Board Committees if during the meeting he or she is present via telephone or web conferencing with the other Board members participating in the meeting.
- 4.14 Minutes. The Secretary is responsible for the recording of all minutes of each and every meeting of the Board in which business is transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the Chair of the Board will appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, will prepare the minutes of the meetings, which will be delivered to the President for review and, then, to be placed in the Corporation’s minute books. A copy of the minutes will be delivered to each Board member via either regular mail, hand delivered, emailed, or faxed within five business days after the close of each Board meeting.
- 4.15 Compensation of Directors. The Board will not receive any compensation other than reimbursement for reasonable expenses. However, provided the compensation structure complies with the other provisions herein, nothing in these Bylaws will be construed to preclude any Board member from serving the Corporation/Organization in any other capacity and receiving compensation for services rendered.
Article 5 - Notice
- 5.1 Form of Notice. Whenever notice is required by law, the certificate of formation, or these bylaws to be given to any director, committee member, or officer, and if no provision is made as to how notice is to be given, notice may be given in writing, by mail, postage prepaid, addressed to the director, committee member, or shareholder at the address that appears on the books of the Corporation, email, or by any other method permitted by law. Any notice required or permitted to be given by mail will be deemed to be given at the time it is deposited in the United States mail. Notice to directors, committee members, and officers may also be given by a nationally recognized overnight delivery or courier service and will be deemed delivered when the notice is received by the proper recipient or, if earlier, one day after the notice is sent by the overnight delivery or courier service. Notice for email is considered same-day.
Article 6 - Officers and Agents
- 6.1 In General. The Board shall elect officers of the Corporation/Organization which shall include a Chair of the Board (Chief Executive Officer), President (Executive Director), a Secretary, a Treasurer (Chief Financial Officer), and such other officers as the Board may designate by resolution. The same person may hold any number of offices, except that neither the Secretary nor the Treasurer may serve concurrently as the Chair of the Board or the President. In addition to the duties in accordance with this Article, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by law, Articles of Incorporation, or by these bylaws, subject to control of the Board of Directors, and they shall perform any other such additional duties which the Board of Directors may assign to them at their discretion.
- 6.2 Election. The officers will be selected by the Board at its annual meeting, and shall serve the needs of the Board, subject to all the rights, if any, of any officer who may be under a contract of employment. Therefore, without any bias or predisposition to the rights of any officer that may be under any contract of employment, any officer may be removed with or without cause by the Board. All officers have the right to resign at any time by providing notice in writing to the Chair of the Board, President, and/or Secretary of the Corporation/Organization, without bias or predisposition to all rights, if any, of the Corporation/Organization under any contract to which said officer is a part thereof. All resignations shall become effective upon the date on which the written notice of resignation is received or at any time later as may be specified within the resignation; and unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be required to make the resignation effective.
- 6.3 Vacancies. Any and all vacancies in any office because of death, resignation, disqualification, removal, or for any other cause, shall be filled in accordance to the herein prescribed bylaws for regular appointments to such office. The compensation, if any, of the officers shall be fixed or determined by resolution of the Board of Directors.
- 6.4 Compensation. The compensation of all officers and agents of the Corporation will be fixed by the board of directors or any committee of the board, if so authorized by the board.
- 6.5 Chair of the Board of Directors (Chief Executive Officer). It is the responsibility of the Chair of the Board, when present, to preside over all meetings of the Board of Directors and Executive Committee. The Chair of the Board is authorized to execute, in the name of the Corporation, any and all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by the Corporation, except when required by law that the President's signature must be provided.
- 6.6 President (Executive Director). It is the responsibility of the President, in general, to supervise and conduct all activities and operations of the Corporation, subject to the control, advice and consent of the Board of Directors. The President will keep the Board of Directors completely informed, will freely consult with them in relation to all activities of the Corporation, and will see that all orders and/or resolutions of the Board are carried out to the effect intended. The Board of Directors may place the President under a contract of employment where appropriate. The President is empowered to act, speak for, or otherwise represent the Corporation between meetings of the Board. The President is responsible for the hiring and firing of all personnel, and will be responsible for keeping the Board informed at all times of staff performance and for implementing any personnel policies which may be adopted and implemented by the Board. The President, at all times, is authorized to contract, receive, deposit, disburse and account for all funds of the Corporation, to execute in the name of the Corporation all contracts and other documents authorized either generally or specifically by the Board to be executed by the Corporation, and to negotiate any and all material business transactions of the Corporation.
- 6.7 Secretary. The Secretary, or his/her designee, is the custodian of all records and documents of the Corporation, which are required to be kept at the principal office of the Corporation, and will act as secretary at all meetings of the Board of Directors, and will keep the minutes of all such meetings on file in hard copy or electronic format. He will attend to the giving and serving of all notices of the Corporation and will see that the seal of the Corporation, if any, is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these bylaws.
- 6.8 Treasurer (Chief Financial Officer).
- a. It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.
- b. The Treasurer is responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board of Directors. Furthermore, the Treasurer will disburse, or cause to be disbursed, the funds of the Corporation, as may be ordered by the Board of Directors, and will render to the Chair of the Board, President, and directors, whenever they request it, an account of all the Treasurer's transactions as treasurer and of the financial condition of the Corporation.
- 6.9 Banking Matters Representative. The Banking Matters Representative works reports directly to the Treasurer - both Officers have the authority to open bank accounts in the name of the corporation and conduct business with banking institutions for the corporation. The Banking Matters Representative is the designated center for communications with banking institutions for the corporation.
- 6.10 Bonding. The Corporation may secure a bond to protect the Corporation from loss in the event of defalcation by any of the officers. The bond may be in the form and amount and with the surety the board of directors deems appropriate. The Corporation will pay for all required bonds.
Article 7 - Committees
7.1 Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the directors then in office, provided that a quorum is present, designate one or more committees to exercise all or a portion of the authority of the Board, to the extent of the powers specifically delegated in the resolution of the Board or in these bylaws. Each such committee will consist of two (2) or more directors, and may also include persons who are not on the Board but whom the directors believe to be reliable and competent to serve at the specific committee. However, committees exercising any authority of the Board of Directors may not have any non-director members. The Board may designate one or more alternative members of any committee who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the directors then in office, provided that a quorum is present. The Board of Directors may also designate one or more advisory committees that do not have the authority of the Board. However, no committee, regardless of Board resolution, may:
- a. Approve of any action that, pursuant to applicable Law, would also require the affirmative vote of the members of the Board if this were a membership vote.
- b. Fill vacancies on, or remove the members of, the Board of Directors or any committee that has the authority of the Board.
- c. Fix compensation of the directors serving on the Board or on any committee.
- d. Amend or repeal the Articles of Incorporation or bylaws or adopt new bylaws.
- e. Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable.
- f. Appoint any other committees of the Board of Directors or their members.
- g. Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; or a plan for the sale, lease, or exchange of all or considerably all of the property and assets of the Corporation/Organization otherwise than in the usual and regular course of its business; or revoke any such plan.
- h. Approve any self-dealing transaction, except as provided pursuant to law.
Unless otherwise authorized by the Board of Directors, no committee will compel the Corporation into a contract or agreement or expend Corporation funds.
7.2 Meetings and Actions of Committees. Meetings and actions of all committees will be governed by, and held and taken in accordance with, these bylaws concerning meetings and actions of the directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees will also be given to any and all alternate members, who will have the right to attend all meetings of the committee. Minutes will be kept of each meeting of any committee and will be filed with the Corporation records. The Board of Directors may adopt rules not consistent with the provisions of these bylaws for the governance of any committee. If a director relies on information prepared by a committee of the Board on which the director does not serve, the committee must be composed exclusively of any or any combination of (a) directors, (b) directors or employees of the Corporation/Organization whom the director believes to be reliable and competent in the matters presented, or (c) counsel, independent accountants, or other persons as to matters which the director believes to be within that person's professional or expert competence.
7.3 Executive Committee. Pursuant to these Bylaws, the Board may appoint an Executive Committee composed of a minimum of two directors, one of whom shall be the Chair of the Board and another shall be either the Secretary, or the Treasurer, to serve on the Executive Committee of the Board. The Executive Committee, unless limited in a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the Corporation between meetings of the Board, provided, however, that the Executive Committee will not have the authority of the Board in reference to those matters enumerated in Paragraph 6.1, herein. The Secretary of the Corporation will send to each director a summary report of the business conducted in any meeting of the Executive Committee.
Article 8 - General Provisions
8.1 Standard of Care. A director will perform all the duties of a director, including, but not limited to, duties as a member of any committee of the Board on which the director may serve, in such a manner as the director deems to be in the best interest of the Corporation and with such care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in a similar situation may exercise under similar circumstances.
In the performance of the duties of a director, a director will be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
- a. One or more officers or employees of the Corporation whom the director deems to be reliable and competent in the matters presented;
- b. Counsel, independent accountants, or other persons, as to the matters which the director deems to be within such person's professional or expert competence; or
- c. A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director deems to merit confidence, so long as in any such case the director acts in good faith, after reasonable inquiry when the need may be indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.
Except as herein provided in Article 8, any person who performs the duties of a director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a director, including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to which the Corporation, or assets held by it, are dedicated.
8.2 Loans. The Corporation/Organization will not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the Texas Attorney General; provided, however, that the Corporation may advance money to a director or officer of the Corporation or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance.
8.3 Conflict of Interest. The purpose of the Conflict of Interest policy is to protect the Corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations and is not intended as an exclusive statement of responsibilities.
8.5 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 who are considering the proposed transaction or arrangement.
8.6 Establishing a Conflict of Interest. After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon. The remaining Board members will decide if a conflict of interest exists.
8.7 Addressing a Conflict of Interest. In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions:
- a. Any interested person may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest.
- b. The Chair of the Board of the Board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- c. After exercising due diligence, the Board 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.
- d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the Corporation, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination.
8.8 Violations of Conflict of Interest Policy. Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board will then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. If, after hearing the interested person's explanation, and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
8.9 Acknowledgement of the Conflict of Interest Policy. Each director, principal officer, and member of a committee with Board delegated powers shall be required to sign a statement which affirms that such person:
- a. Has received a copy of the conflict of interest policy;
- b. Has read and understands the policy;
- c. Has agreed to comply with the policy; and
- d. Understands that the Corporation/Organization 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.
8.10 Violation of Loyalty - Self-Dealing Contracts. A self-dealing contract is any contract or transaction (i) between this Corporation/Organization and one or more of its Directors, or between this Corporation/Organization and any corporation, firm, or association in which one or more of the Directors has a material financial interest ("Interested Director"), or (ii) between this Corporation/Organization and a corporation, firm, or association of which one or more of its directors are Directors of this Corporation/Organization. Said self-dealing shall not be void or voidable because such Director(s) of corporation, firm, or association are parties or because said Director(s) are present at the meeting of the Board of Directors or committee which authorizes, approves or ratifies the self-dealing contract, if:
- a. All material facts are fully disclosed to or otherwise known by the members of the Board and the self-dealing contract is approved by the Interested Director in good faith (without including the vote of any membership owned by said interested Director(s));
- b. All material facts are fully disclosed to or otherwise known by the Board of Directors or committee, and the Board of Directors or committee authorizes, approves, or ratifies the self-dealing contract in good faith—without counting the vote of the interested Director(s)— and the contract is just and reasonable as to the Corporation/Organization at the time it is authorized, approved, or ratified; or
- c. As to contracts not approved as provided in above sections (a) and/or (b), the person asserting the validity of the self-dealing contract sustains the burden of proving that the contract was just and reasonable as to the Corporation/Organization at the time it was authorized, approved, or ratified.
Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this section.
- a. To the fullest extent permitted by law, the Corporation will indemnify its "agents," as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," and including any action by or in the right of the Corporation, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification will not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.
- b. To the fullest extent permitted by law, and, except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any "proceeding" shall be advanced by the Corporation of an undertaking by or on behalf of that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.
- c. The Corporation will have the power to purchase and maintain insurance on behalf of any agent of the Corporation, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, or to give other indemnification to the extent permitted by law.
8.12 Net Earnings. No part of the net earnings of the nonprofit corporation will inure to the benefit of, or be distributable to its officers, or other private persons, except that the nonprofit corporation will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
8.13 No Political Campaigns. No substantial part of the activities of the nonprofit corporation will be the carrying on of propaganda, or otherwise attempting to influence legislation, and the nonprofit corporation will 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 provision of these articles, the nonprofit corporation will 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 Code, or the corresponding section of any future federal tax code or (b) by a corporation, contributions to which are deductible under section 501 (c)(3) of the Code.
8.14. Winding Up. Upon the dissolution of the nonprofit corporation, after all liabilities and obligations of the nonprofit corporation have been paid, satisfied, and discharged in accordance with section 11.053 of the Texas Business Organizations Code (the "BOC"), (A) the assets held by the nonprofit corporation on a condition requiring return, transfer, or conveyance because of the winding up or termination will, in accordance with section 22.304 of the BOC, be returned, transferred, or conveyed in accordance with that requirement; and (B) the remaining assets will be distributed 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, or will be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of will be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the nonprofit corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court will determine, which are organized and operated exclusively for such purposes.
8.15 Fiscal Year. The fiscal year of the Corporation will be fixed by resolution of the board of directors.
8.16 Execution of Corporation Instruments.
- a. The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Corporation.
- b. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Corporation, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of the Corporation, other corporate/organization instruments or documents, memberships in other corporations/organizations, and certificates of shares of stock owned by the Corporation will be executed, signed, and/or endorsed by the President and Secretary.
- c. All checks and drafts drawn on banks or other depositories on funds to the credit of the Corporation, or in special accounts of the Corporation, will be signed by such person or persons as the Board of Directors authorizes to do so.
8.17 Loans and Contracts. No loans or advances will be contracted on behalf of the Corporation and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the Corporation may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.
8.18 Maintenance and inspection of Articles and Bylaws. The Corporation will keep at its principal office the original or a copy of its Articles of Incorporation and bylaws as amended to date, which will be open to inspection by the directors at all reasonable times during office hours.
8.19 Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns. The Corporation will keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law.
8.20 Maintenance and Inspection of Other Corporate Records. The Corporation will keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records will be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of the Corporation. Upon leaving office, each officer, employee, or agent of the Corporation will turn over to his or her successor or the Chair of the Board or President, in good order, such corporate monies, books, records, minutes, lists, documents, contracts or other property of the Corporation as have been in the custody of such officer, employee, or agent during his or her term of office.
Every director will have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.
8.21 Preparation of Annual Financial Statements. The Corporation will prepare annual financial statements using generally accepted accounting principles. Such statements may at the Board’s request, be audited by an independent certified public accountant, in conformity with generally accepted accounting standards. The Corporation will make these financial statements available to the Texas Attorney General and members of the public for inspection no later than thirty days after the close of the fiscal year to which the statements relate.
8.22 Reports. The Board will ensure an annual report is sent to all directors within thirty days after the end of the fiscal year of the Corporation, which shall contain the following information:
- a. The assets and liabilities, including trust funds, of this corporation at the end of the fiscal year.
- b. The principal changes in assets and liabilities, including trust funds, during the fiscal year.
- c. The expenses or disbursements of the Corporation/Organization for both general and restricted purposes during the fiscal year.
- d. The information required by Non-Profit Corporation Act concerning certain self-dealing transactions involving more than $50,000 or indemnifications involving more than $10,000 which took place during the fiscal year.
The report will be accompanied by any pertinent report from an independent accountant or, if there is no such report, the certificate of an authorized officer of the Corporation/Organization that such statements were prepared without audit from the books and records of the Corporation.
8.23 Seal. The Corporation may have a seal, and the seal may be used by causing it or a facsimile of it to be impressed, affixed, or reproduced, or otherwise.
8.24 Indemnification. The Corporation will indemnify its directors and officers to the fullest extent permitted by the Texas Business Organizations Code and may, if and to the extent authorized by the board of directors, indemnify any other person whom it has the power to indemnify against liability, reasonable expense, or any other matter whatever.
8.25 Insurance. The Corporation may at the discretion of the Board of Directors purchase and maintain insurance on behalf of the Corporation and any person whom it has the power to indemnify pursuant to law, the certificate of formation, or these bylaws, or otherwise.
8.26 Amendment of Bylaws. These bylaws may be adopted, amended, or repealed by the vote of a two-thirds majority of the directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefore, is given in accordance with these bylaws. If any provision of these bylaws requires the vote of a larger portion of the Board than is otherwise required by law, that provision may not be altered, amended or repealed by that greater vote.
8.27 Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Non-Profit Corporation Act as amended from time to time will govern the construction of these bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a Corporation as well as a natural person. If any competent court of law deems any portion of these bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these bylaws will be considered valid and operative, and (ii) effect will be given to the intent manifested by the portion deemed invalid or inoperative.
8.28 Section Headings. The headings contained in these bylaws are for reference purposes only and will not affect in any way the meaning or interpretation of these bylaws.