OLMOS PARK YOUTH COMMISSION
A NONPROFIT CORPORATION
Formed under the laws of the State of Texas
Name, Location, and Offices
1.1 Name. The name of this organization shall be “Olmos Park Youth Commission” (the “Organization”).
1.2 Registered Office and Agent. The registered office of the Organization required by the Texas Business Organizations Code (“TBOC”) to be maintained in the State of Texas shall be the office of the initial registered agent named in the Certificate of Formation or such other office (which need not be a place of business of the Organization) as the Board of Directors may designate from time to time in the manner provided by law. The registered agent of the Organization in the State of Texas shall be the initial registered agent named in the Certificate of Formation or such other person or persons as the Board of Directors may designated from time to time in the manner provided by law. The principal office of the Corporate in the United States shall be at such place as the Board of Directors may designate from time to time.
Exempt Purposes and Powers
2.1 The exempt purposes of the Organization are set forth in its Certificate of Formation. In furtherance of its purposes, the Organization shall have full power and authority:
(a) To make distributions for exempt purposes;
(b) To receive and accept property, whether real, personal or mixed, by way of gift, bequest, or devise, from any person, firm, trust, or corporation, to be held, administered, and disposed of in accordance with the Organization’s exempt purposes;
(c) To buy, sell, exchange, convey, mortgage, encumber, assign, lease, transfer, or otherwise dispose of or deal in, at either public or private sale, all forms of property, both real and personal, in order to carry out the exempt purposes of the Organization;
(d) To borrow money and secure the payment thereof by mortgage, pledge, deed, indenture, or other instrument, or by other lien upon, assignment of, or agreement
in regard to all or any part of the property, rights, or privileges of the Organization, wherever situated, whether now owned or hereafter to be acquired;
(e) To invest and reinvest any funds belonging to the Organization at any time and from time to time in such securities and properties, real or personal, as the Board of Directors in their sole discretion see fit; and
(f) To perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful, advisable or conducive, directly or indirectly, as determined by the Board of Directors to carry out any of the exempt purposes of the Organization, as set forth in the Articles of Incorporation and these Bylaws, including the exercise of all other power and authority enjoyed by Corporations generally by virtue of the provisions of the TBOC (within and subject to the limitations of Section 501(c)(3) of the Internal Revenue Code).
2.2 Notwithstanding the foregoing, the Organization shall not carry on any activities not permitted to be carried on by a Corporation (a) exempt from Federal income tax under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(3) of the Internal Revenue Code, or (b) contributions to which are deductible under Section 170(a) of the Internal Revenue Code as being to an organization referred to in Section 170(c)(2).
The Organization shall have no members. The Organization, being organized for educational and charitable purposes only, shall have no capital stock and no shareholders, and no dividends or pecuniary benefits shall be declared or paid.
Board of Directors
4.1 Authority and Responsibility of the Board of Directors.
(a) The supreme authority of the Organization and the government and management of the affairs of the Organization shall be vested in the Board of Directors, and all the powers, duties, and functions of the Organization conferred by the Articles of Incorporation, these Bylaws, state statutes, common law, court decisions, or otherwise, shall be exercised, performed, or controlled by or under the authority of the Board of Directors.
(b) The governing body of the Organization shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction of the management, affairs, and property of the Organization, shall determine its policies or changes therein, and shall actively pursue its purposes and objectives and supervise the disbursement of its funds. The Board of Directors may adopt, by a
majority of Directors at a meeting at which a quorum is present, such rules and regulations for the conduct of its business and the business of the Organization as shall be deemed advisable. However, under no circumstances shall the Board of Directors take any actions which are inconsistent with the exempt purposes of the Organization.
(c) The Board of Directors shall not permit any part of the net earnings or capital of the Organization to inure to the benefit of any member, director, officer, trustee, or other private person or individual.
(d) Each Director shall perform his or her duties exclusively for the benefit of the Organization and a Director shall not take any position or do any act that could affect the Organization adversely. Each Director is responsible for disclosing any potential conflict of interest prior to and while serving on the Board.
4.2 Number of Directors. The number of Directors may vary between a minimum of three (3) and a maximum of twelve (12) as fixed by resolution of the Directors from time to time.
4.3 Manner of Election and Term of Office. The Directors of the Organization shall be elected at an annual meeting of the Board of Directors by a majority vote. Each Director who is elected at an annual meeting shall hold office for a term of two (2) years and until his or her successor shall have been elected or appointed and qualified, or until his or her earlier resignation, removal from office, or death. There shall be no limitation on the number of successive terms of office for which a Director may serve.
4.4 Committees of the Board of Directors. By resolution adopted by a majority of Directors present at a meeting at which a quorum is present, the Board of Directors may designate one or more committees. Except as prohibited by law, each shall have the authority as set forth in the resolution establishing said committee; provided, ultimate authority shall always remain with the Board of Directors. See also Article VI (“Committees of Directors”).
4.5 Compensation. No Director shall receive, directly or indirectly, any salary or compensation from the Organization for serving as a director. However, nothing contained herein shall be construed to prevent any Director from: (i) being reimbursed for reasonable and necessary expenses incurred while conducting activities on behalf of the Organization; or (ii) serving the Organization in any other capacity and receiving reasonable compensation for services rendered in furtherance of the purposes and functions of the Organization.
4.6 Frequency and Place of Meeting. The Board of Directors shall meet no less than one (1) time per year. The Board of Directors may hold its meetings at such place or places, within or outside the state of Texas, as it may from time to time determine.
4.7 Regular Meetings. The Board of Directors may provide by resolution the time, place, and date within or outside of the state of Texas for the holding of regular meetings.
All directors must receive at least ten (10) days’ notice of regular meetings by mail, telegram, cablegram, electronic transmission, facsimile transmission, or personal delivery.
4.8 Special Meetings. Special meetings of the Board of Directors may be called by any Director on not less than five (5) days’ notice by mail, telegram, cablegram, electronic transmission, facsimile transmission, or personal delivery to each Director. Any such special meeting shall be held at such time and place as shall be stated in the notice of the meeting.
4.9 Notice, Waiver by Attendance. No notice of a meeting of the Board of Directors need be given to any Director who signs a waiver of notice before or after the meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened except when a Director states, at the beginning of the meeting, any such objection or objections.
4.10 Quorum. At all meetings of the Board of Directors, the presence of a majority of the Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present at any meeting may adjourn the meeting until a quorum be had. Notice of the time and place of any adjourned meeting need only be given by announcement at the meeting at which adjournment is taken.
4.11 Voting; Manner of Acting. Except as otherwise provided in these Bylaws, the act of a majority of the Directors present at any meeting at which a quorum is present shall be the Act of the Board of Directors. Each Director shall have one vote.
4.12 Action Without Formal Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof may be taken without a meeting if written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or committee.
4.13 Conference Call Meetings. A member of the Board of Directors, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
4.14 Removal. Any Director may be removed from office, with or without cause, by two- thirds (2/3) of the full Board of Directors at a special meeting of the Board of Directors called for that purpose. The notice of the meeting shall specify that such action is the purpose of the meeting.
4.15 Vacancy. Any vacancy in the Board of Directors arising at any time and from any cause, including the authorization of an increase in the number of Directors, may be filled for the unexpired term by the affirmative vote of a majority of the existing or remaining Board of Directors. Unless otherwise provided by the Board of Directors, each Director so elected
shall hold office until the expiration of his or her term, or the unexpired term of his or her predecessor, as the case may be, and until his or her successor is elected.
5.1 Generally. The Board of Directors at any time and from time to time may elect or appoint such officers as it shall deem necessary, who shall hold their offices for such terms as shall be determined by the Board of Directors and shall exercise such powers and perform such duties as are specified in these Bylaws, or as shall be determined from time to time by the Board of Directors. Any person may hold two or more offices, except no person may hold the offices of both President and Secretary. Officers may be Directors.
5.2 Tenure. Each elected or appointed Officer of the Organization shall hold his or her office for the term of two (2) years and until his or her successor has been duly elected or appointed and has qualified, or until his or her earlier resignation, removal from office, or death. Any Officer may be removed, with or without cause, by the affirmative vote of two-thirds (2/3) of the full Board of Directors whenever in its judgment the best interests of the Organization will be served thereby.
5.3 President. The President shall be the principal executive officer of the Organization and will, subject to the control of the Board of Directors, manage, supervise, and control the affairs of the Organization. He or she may sign, with the Secretary or any other Officer of the Organization authorized by the Board of Directors, any deeds, bonds, policies of insurance, contracts, investment certificates, or other instruments which the Board of Directors has authorized to be executed, except in cases where signing the execution thereof shall be expressly delegated by the Board of Directors or by the Bylaws to some other officer or agent of the Organization, or shall be required by law to be otherwise signed or executed. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
5.4 Secretary. The Secretary shall: (a) attend and keep minutes of all meetings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws as required by law; (c) keep a register of the post office address and telephone number(s) of each Director which shall be furnished to the Secretary by such Director; (d) have general charge of the books and records of the Organization; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors.
5.5 Treasurer. The Treasurer, unless otherwise determined by the Board of Directors, shall: (a) have charge and custody of and be responsible for all funds and securities of the Organization; (b) receive and give receipts for monies due and payable to the Organization from any source whatsoever and deposit all such monies in the name of the Organization in such banks, trust companies or other depositories as selected by the
Board of Directors; and (c) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors.
5.6 Other Agents. The Board of Directors may appoint from time to time such agents as it may deem necessary or desirable, each of whom shall hold office during the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.
5.7 Vacancies. A vacancy in any office arising at any time and from any cause may be filled for the unexpired term at any meeting of the Board of Directors.
Committees of Directors
6.1 Establishment and Powers. The Board, by resolution adopted by a majority of the entire Board, may appoint from among the Directors one or more committees. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the authority of the Board, except that no committee shall:
(a) Make, alter, or repeal any bylaw of the Organization;
(b) Elect or appoint any Director, or remove any officer or Director; or
(c) Amend or repeal any resolution previously adopted by the Board.
The designation of any executive or other committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it, him or her by law, and ultimate authority shall always remain with the Board of Directors.
6.2 Advisory Committees. The Board of Directors may, but is not obligated to, appoint an Advisory Committee. Such an Advisory Committee shall consist of those persons unanimously elected by the Board of Directors, and shall be governed by the provisions of this Article. If an Advisory Committee consists of individuals other than the Board of Directors, then such committee will have no authority to bind the Organization. It shall be the function and purpose of each such committee to advise the Board of Directors; and each such committee shall have such powers and perform such specific duties or functions, not inconsistent with the Articles, or these Bylaws, as may be prescribed for it by the Board of Directors.
6.3 Term of Appointment. Each committee of the Board shall serve at the pleasure of the Board.
6.4 Committee Organization. Each committee shall establish its own operating procedures. Each committee shall keep regular minutes of its proceedings and report the same to the Board at each regular meeting of the Board. Each committee shall determine the time and place of its meetings.
Contracts, Checks, Deposits, and Fundraising
7.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Organization, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Organization. Such authority must be in writing and may be general or confined to specific instances.
7.2 Checks, Drafts, Notes, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Organization shall be signed by such officer or officers, agent or agents, of the Organization and in such other manner as may from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President and countersigned by the Treasurer or an Assistant Treasurer, if any.
7.3 Deposits. All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories as the Board of Directors may select.
7.4 Fundraising. No fundraising activities shall be conducted without the prior unanimous approval of the Board of Directors. Furthermore, no hiring or retaining of anyone designated as a fundraiser and/or development director shall occur without the prior unanimous approval of the Board of Directors.
Indemnification and Insurance Provisions
8.1 In General. The Organization shall indemnify, defend, protect, and hold harmless each Director from and against all actions, suits, or proceedings (whether civil, criminal, administrative, arbitrative, or investigative) (collectively, “Proceedings”), and all other claims, demands, losses, damages, liabilities, judgments, awards, penalties, fines, settlements, costs, and expenses (including court costs and reasonable attorneys’ fees), arising out of the management of the Organization or such Director’s service or status as a Director. This indemnity shall apply to matters that arise out of the negligence, strict liability, or other fault or responsibility by such director; provided, however, that this indemnity shall not apply to matters arising out of the gross negligence or willful misconduct by such Director.
8.2 Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 8.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Certificate of Formation or these Bylaws, or any agreement, vote of disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. The Organization, by adoption of a resolution of the Board of Directors, may indemnify and
advance expenses to an Officer, employee, member, or agent of the Organization to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Directors under this Article 8 and shall continue as to a person who has ceased to be a Director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
8.3 Advance Payment. The right to indemnification conferred in this Article 8 shall include the right to be paid or reimbursed by the Organization the reasonable expenses incurred by a Director who was, is, or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Director’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by such Director in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Organization of a written affirmation by such Director of its good faith belief that it has met the standard of conduct entitled to be indemnified under this Article 8 and a written undertaking, by or on behalf of such Director, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Director is not entitled to be indemnified under this Article 8 or otherwise. The Organization shall also pay or reimburse a Director for reasonable expenses in connection with such Director’s appearance as a witness or other participation in a Proceeding.
8.4 Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article 8 shall not be exclusive of any other right which a Director or other person indemnified pursuant to Section 8.2 may have or hereafter acquire under any law, provision of the Certificate of Formation or these Bylaws, agreement, vote of the Directors, or otherwise.
8.5 Insurance. The Organization may purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as a Director, Officer, employee or agent of the Organization or is or was serving at the request of the Organization as a Director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Organization would have the power to indemnify such person against such expense, liability or loss under this Article 8.
8.6 Compliance with Tax Law. Notwithstanding any other provision of these Bylaws, no indemnification may be provided pursuant to Section 8.1 to the extent such indemnification constitutes an excess benefit transaction as defined in Section 4958 of the Internal Revenue Code.
The fiscal year of the Organization shall commence on June 1 of each year and end on May 31, until otherwise determined by the Board of Directors.
10.1 Books and Records. The Organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. The Organization shall keep at its registered or principal office a record giving the names and addresses of the Directors and any other information required under Texas law.
10.2 Internal Revenue Code. All references in these Bylaws to sections of the Internal Revenue Code shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, to the corresponding provisions of any applicable future United States Internal Revenue Laws, and to all regulations issued under such sections and provisions.
10.3 Construction. Whenever the context so requires, the masculine shall include the feminine, and the singular shall include the plural, and conversely. If any portion of these Bylaws shall be invalid or inoperative, then, so far as is reasonable and possible:
(a) The remainder of these Bylaws shall be considered valid and operative; and
(b) Effect shall be given to the intent manifested by the portion held invalid or inoperative.
10.4 Headings. The headings are for organization, convenience, and clarity. In interpreting these Bylaws, they shall be subordinated in importance to the other written material.
10.5 Relation to Certificate of Formation. In the event of a conflict between these Bylaws and the Certificate of Formation, the Certificate of Formation shall govern.
10.6 Tax Exempt Status. The affairs of the Organization at all times shall be conducted in such a manner as to assure the Organization’s status as an organization exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code.
These Bylaws and the Certificate of Formation may be amended from time to time by a two-thirds (2/3) majority vote of the full Board of Directors at any regular or special meeting called for the purpose of considering such amendment.
Attached to and made a part of the
OLMOS PARK YOUTH COMMISSION
Dated as of ___ , 2018
IN WITNESS WHEREOF, the undersigned, being the initial Board of Directors of the Organization, have entered into and executed these Bylaws effective as of the date first set forth above.