ARTICLE 12 – Operation and Termination

Section 12.1. Nonprofit Operation.  The Corporation is organized and operated primarily for the purposes set forth under Article One of these Bylaws.  It is to be operated in such a way that it does not result in the accrual of distributable profits, realization of private gain resulting from payment of compensation in excess of a  reasonable allowance for salary or other compensation for services rendered or realization of any other form of private gain.
Section 12.2. Distribution of Assets.  The Corporation pledges its assets for use in performing the Corporation’s charitable functions.  In the event the Corporation is to be terminated, after all liabilities and obligations of the Corporation are paid or provision is made therefore, the Corporation’s Board of Directors shall distribute the remaining assets of the Corporation as they shall determine but only for purposes consistent with the purposes of the Corporation or to such organization or organizations organized and operated exclusively for charitable, religious, or educational purposes and which are exempt under Section 501(c)(3) of the Code.  Any of such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principle office of the Corporation is then located, to one or more organizations exempt under Section 501(c)(3) of the Code in a manner which best accomplishes the purposes of the Corporation.  No Director or officer of the Corporation and no private individual will be entitled to share in the distribution of any assets of the Corporation in the event of its termination.
Section 12.3. Decision Making Authority. The Corporation’s voting members shall have the sole and exclusive right to vote on and make decisions regarding or in any way involving the dissolution, merger and consolidation of the Corporation and decisions regarding the sale of substantially all of the Corporation’s assets.

ARTICLE 11 – Indemnification

Section 11.1. Indemnification. To the maximum extent permitted or required by Chapter 8 of the Texas Business Organizations Code, as it now exists or as it may be amended in the future, the Corporation shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in a proceeding (as hereinafter defined) because the person (i) is or was a Director or officer of the Corporation or (ii) while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, venturer, proprietor,  trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, against all expenses (other than taxes (including taxes imposed by Chapter 42 of the Internal Revenue Code), penalties, or expenses of correction), including attorneys’ fees, to the fullest extent that a corporation may grant indemnification to a trustee under the Texas Business Organizations Code, as the same exists or may hereafter be amended.  In addition to any indemnification to which a person may be entitled pursuant to the foregoing sentence of this Article, the Corporation shall indemnify a foundation manager (as defined in Section 4946(b) of the Internal Revenue Code) for Compensatory Expenses (as hereinafter defined) incurred by or imposed upon such person to the extent, and only to the extent, that when such payment or reimbursement is added to any other compensation paid to such person, such person’s total compensation from the Corporation is reasonable under Chapter 42 of the Internal Revenue Code.  As used herein, a Compensatory Expense shall mean (a) any penalty, tax (including a tax imposed by Chapter 42 of the Internal Revenue Code), or expense of correction that is owed by a person; (b) any expense not reasonably incurred by the person in connection with a proceeding arising out of a person’s performance of services on behalf of the Corporation; or (c) any expense resulting from an act or failure to act with respect to which a person has acted willfully and without reasonable cause.

The rights conferred by this Article shall be contract rights and shall include the right to be paid by the Corporation expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Texas Business Organizations Code, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall be entitled to also be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense is not permitted under the Texas Business Organizations Code, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof or special legal counsel) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the Corporation (including its Board of Directors or any committee thereof, or special legal counsel) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible.

In the event of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of such person’s heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of Directors or members, agreement or otherwise.

The Corporation may additionally indemnify any person covered by the grant of mandatory indemnification contained in this Article to such further extent as is permitted by law and may indemnify any other person to the fullest extent permitted by law. The Corporation may purchase and maintain insurance or a similar arrangement (including, but not limited to, a trust fund, self-insurance, a security interest or lien on the assets of the Corporation, or a letter of credit, guaranty or surety arrangement) on behalf of any person who is serving the Corporation (or another entity at the request of the Corporation) against any liability asserted against such person and incurred by such person in such a capacity or arising out of the status as such a person, whether or not the Corporation would have the power to indemnify such person against that liability under this Article or by statute. Notwithstanding the other provisions of this Article, the Corporation may not indemnify or maintain insurance or a similar arrangement on behalf of any person, if such indemnification or maintenance of insurance or similar arrangement would subject the Corporation to income tax under the Internal Revenue Code or subject such person to excise tax under the Internal Revenue Code. For purposes of this Article, the term “expenses” includes court costs and attorneys’ fees, and the term “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

Article 10 – Amendments

Section 10.1. Amendments. These Bylaws may be amended or repealed, or new bylaws may be adopted by a two-thirds (2/3) vote of a quorum of the Board of Directors of the Corporation, at any regular or special meeting of the Directors called expressly for that purpose.  The notice of the meeting shall set forth a summary of the proposed amendments.  These Bylaws may not be amended or repealed by, nor may new bylaws be adopted by, the Board of Directors.