ARTICLE 1 – Name, Purposes, Powers and Offices
Section 1.1. Name. The name of this corporation is COMPOSITE REPAIR USERS GROUP (the “Corporation”).
Section 1.2. Purposes. The purposes for which the Corporation is organized is as set forth in its Certificate of Formation.
Section 1.3. Powers. The Corporation is a nonprofit corporation and shall have all of the powers, duties, authorizations and responsibilities as provided in the Texas Business Organizations Code (the “BOC”); provided, however, the Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from Federal income tax as an organization described in Section 501(c)(6) of the Code.
Section 1.4. Offices. The Corporation may have, in addition to its registered office, offices at such places within or outside the State of Texas as the Board of Directors may from time to time determine or as the activities of the Corporation may require.
ARTICLE 2 – Membership
Section 2.1. Classes and Qualifications of Membership. There shall be three classes of membership: (1) Operators; (2) Composite Manufacturers; and (3) General Interest. The Board of Directors shall determine and set forth in separate documents the qualifications, dues, and other conditions of the classes of members All members shall be subject to all policies and procedures established by the Board of Directors from time to time. All members shall have some degree of interest or involvement in the proper use of composite materials that are used to structurally repair pipelines, piping, and other pressure containing equipment (“Composite Systems”). Applications for membership shall be in such form and manner as prescribed by the board of Directors and shall be accompanied by the full amount of the current dues (if any).
Section 2.2. Voting Rights. The members shall have the right to elect Directors and officers in accordance with the procedures set forth in these bylaws. The members shall also have the right to vote on matters presented to the members by the Board of Directors, in the sole discretion of the Board of Directors. The members shall not have the right to vote on any matter not expressly described in these Bylaws or submitted to the members by the Board of Directors.
Section 2.3. Annual and Regular Meetings. An annual meeting of the membership shall be held each year, at such time and place as shall be determined by the Board of Directors of the Corporation and communicated to the Corporation’s members. Currently, the annual meeting is held each September. At such annual meeting, the voting members shall receive updates on the Corporation’s activities and transact such business as shall be included in the notice and agenda for the meeting. Written notice of the place, date and time of each annual meeting of membership shall be delivered not less than thirty (30) nor more than sixty (60) days before the date of such meeting, either personally, by hand delivery, by mail, by facsimile transmission or by email to the Corporation’s members, at such members’ address as it appears on the books of the Corporation at the time such notice is given. The Board of Directors may establish regular meetings of the members, in addition to the annual meeting, in its discretion.
Section 2.4. Special Meetings. Special meetings of the membership may be called by the Chair of the Corporation, by the Board of Directors, or upon request of twenty percent (20%) of the voting members. Written notice of the place, date, time and purpose of each special meeting of the membership shall be given to the Corporation’s members not less than seven (7) nor more than sixty (60) days prior to the date thereof. No business shall be transacted at a special meeting of the membership except as stated in the notice of such meeting.
Section 2.5. Place of Meetings. Meetings of the membership shall be held at such places as may from time to time be determined by the Board of Directors or as may be specified in the respective notices or waivers of notice thereof.
Section 2.6. Record Date. Only those individuals who are members of the Corporation at least ten (10) days immediately prior to the day upon which the Corporation transmits notice of any meeting to its members shall be entitled to receive notice of such meeting.
Section 2.7. Quorum and Manner of Acting. The presence of at least twenty percent (20%) of the voting members shall be necessary and sufficient to constitute a quorum for the transaction of business at such meeting. A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members.
Section 2.8. Voting By Written Ballot. Any action which may be taken at any annual or special meeting of the members (including the election of officers and Directors and amendment of the Bylaws) may be taken without a meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter. Voting by written ballot shall be permitted to the fullest extent allowed by law, and shall be conducted as follows:
1. The ballot shall set forth each proposed action and shall provide an opportunity to vote either for or against each proposed action.
2. The number of ballots received by the Corporation must equal or exceed the quorum that would have been required had there been a meeting (i.e., the Corporation must have received a valid ballot from twenty percent (20%) or more of its voting members.
3. Unless otherwise indicated in these Bylaws, a majority of the affirmative votes cast by ballot shall constitute the action of the members with respect to each matter on the ballot.
4. All solicitations for votes by written ballots shall indicate the number of responses needed to meet the quorum requirement, state the percentage of approvals necessary to approve each matter, and specify the time by which a ballot must be received by the Corporation in order to be counted.
5. To the fullest extent allowed by law, the election process may be completed by written ballots delivered to members and received from members by electronic mail or by an internet or other electronic-communications-based protocol as determined by the Board of Directors.
Section 2.9. Dues. Annual membership dues, if any, shall be in an amount set by the Board of Directors. Notification of upcoming annual dues shall be sent in December each year and dues must be paid no later than March of the following year. If dues are assessed, failure to pay dues by May shall be cause for removal from membership pursuant to Section 2.10. Annual membership dues shall not be prorated.
Section 2.10. Removal. Any member may be removed from membership by a two-thirds (2/3) vote of the Board of Directors only for cause, which is defined as:
a) Failure to pay annual membership dues, if any, by May of each year.
b) Willful action or conduct detrimental to the interests of the Corporation, or to its programs, policies, objectives or the harmonious relationship of its members, as determined by the Board of Directors.
ARTICLE 3 – Board of Directors
Section 3.1. General Powers; Delegation. The activities, property and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by law, by the Certificate of Formation or by these Bylaws. In fulfillment of these responsibilities, the Board of Directors is to communicate and make periodic reports to the members concerning the activities of the Corporation.
Section 3.2. Number and Terms of Directors. The Board of Directors shall consist of not less than three (3) and not more than twenty (20) individuals, as may be determined by the Board of Directors from time to time, provided that the number of Directors shall not be decreased to less than three (3) and that no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors shall hold office for two-year terms and until their successors are chosen and qualified, or until their respective earlier deaths, resignations, retirements, disqualification or removals from office. Directors may be elected to up to two succeeding terms. Following three consecutive two-year terms, a Director must leave the Board for a minimum of one year, before being elected to subsequent terms.
Section 3.3. Qualifications and Elections of Directors.
1. Qualifications. To be eligible to be able to serve as a Director an individual must be a member of the Corporation.
2. Nominations. With the exception of the Founder and Past Chair, all prospective Directors shall be nominated by the unanimous vote of the Corporation’s officers
3. Classes and Elections. Each of the three classes of membership described in Section 2.1 shall have the right to elect one-third of the Board of Director positions. Director elections shall be held every two years, on odd years, at the annual meeting of the members in September. Members are entitled to a single vote for each open Board position that is within the member’s class. Members may vote for prospective Directors nominated by the Corporation’s officers. For non-officer positions only, members may also vote for write-in candidates. Write in candidates must be from the applicable member class.
Section 3.4. Filling of Vacancies. Any vacancy occurring in the Board of Directors resulting from the death, resignation, retirement, disqualification or removal from office of any Director shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term. Any Director elected or appointed to fill a vacancy shall hold office for the unexpired term for his or her predecessor in office, or until such Director’s earlier death, resignation, retirement, disqualification or removal from office.
Section 3.5. Removal. Any Director may be removed, either for or without cause, by a two-thirds (2/3) vote of the voting members of the Corporation, at any regular or special meeting of the members called expressly for that purpose. Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if not time is specified therein, at that time of its receipt by the Chair of the Corporation. No acceptance of a resignation shall be necessary to make it effective. Further, any Director who has an unexcused absence from three consecutive, regularly scheduled meetings of the Board of Directors will be automatically terminated from the Board. The Chair will notify such a Director of their termination within thirty-days of the third missed meeting.
Section 3.6. Place of Meeting. Meetings of the Board of Directors shall be held at such places as may from time to time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof.
Section 3.7. Annual Meetings. An annual meeting of the Board of Directors, of which no notice shall be necessary, shall be held each year immediately following the annual meeting of the membership, and at the same place. At such annual meeting, the Directors shall transact any and all business as may properly come before the meeting. Newly-elected Directors shall be installed at the conclusion of the Corporation’s annual meeting and shall begin performance of their duties at the immediately following annual meeting of the Board of Directors.
Section 3.8. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board and communicated by written notice to all Directors. Except as otherwise provided by law, by the Certificate of Formation or by these Bylaws, any and all business may be transacted at any regular meeting.
Section 3.9. Special Meetings. Special meetings of the Board of Directors may be called by the Chair or by a majority of the Directors then in office, upon not upon not less than three (3) nor more than sixty (60) days’ notice to each Director, either personally, by hand delivery, or by mail or by facsimile transmission. The time, day, place and purpose for which the special meeting is called shall be stated in the notice. Any Director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.
Section 3.10. Quorum and Manner of Acting. At all meetings of the Board of Directors the presence of a majority of the Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Formation or by these Bylaws. The act of a majority of the Directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, by the Certificate of Formation or by these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board. Any Director not present at a meeting shall be permitted to vote by proxy by providing written notice of such desire with the Secretary prior to the meeting and designating who shall hold the proxy. Any such proxy shall only be valid for the meeting in question (i.e. the next meeting). If a quorum shall not be present at any meeting of the Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall later be present, any business may be transacted which might have been transacted at the meeting as originally convened.
Section 3.11. Written Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by all of the Directors or all of the members of the committee, as the case may be. Such consent must be filed with the minutes of proceedings of the Board of Directors or of the committee. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any document.
Section 3.12. Electronic Meetings. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Directors or members of any committee designated by such Board may, unless otherwise restricted by statute, by the Certificate of Formation or by these Bylaws, participate in and hold any meeting of such Board of Directors or committee by using conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment system permits each person participating in the meeting to communicate with all other persons participating in the meeting. If voting is to take place at the meeting, reasonable measures must be implemented to verify that every person voting at the meeting by means of remote communications is sufficiently identified and a record must be kept of any vote or other action taken. Participation in a meeting pursuant to this Section 3.12 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.
ARTICLE 4 – Committees
Section 4.1. Designation. The Board of Directors by resolution adopted by a majority of the Directors in office may establish or discontinue any advisory board or committee. The Board of Directors may establish the number of persons on such boards or committees. The designation of such advisory boards or committees shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on the Board or such Director by law.
Section 4.2. Membership. Except as otherwise provided in such resolution or these bylaws, members of each such advisory board or committee need not be Directors of the Corporation nor members of the Corporation. The Board of Directors shall appoint one or more members to such advisory boards or committees. Additional members may be added by the advisory boards or committees with the approval of the Board of Directors. Any member of any advisory board or committee may be removed by the Board of Directors whenever in the Board of Director’s judgment the best interests of the Corporation shall be served by such removal. Any person who is a member of any advisory board or committee and not a member of the Corporation shall be entitled to vote on advisory board or committee action only.
Section 4.3. Term of Office. Each member of an advisory board or committee shall continue as such until the next annual meeting of the Directors of the Corporation and until such member’s successor is appointed, unless the board or committee is sooner terminated, or unless such member is removed from such board or committee or shall cease to qualify as a member thereof.
Section 4.4. Chairman. Unless otherwise designated by these Bylaws, one or more members of each advisory board or committee shall be appointed chairman, or co‑chairman, by the person or persons authorized to appoint the members thereof.
Section 4.5. Vacancies. Vacancies in the membership of any advisory board or committee may be filled by the remaining members of such advisory board or committee with the approval of the Board of Directors.
Section 4.6. Quorum; Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors designating an advisory board or committee, a majority of the whole board or committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the board or committee.
Section 4.7. Rules. Each advisory board or committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors. Any such adopted rules shall be subject to alteration by the Board of Directors whenever in the Board of Director’s judgment the best interests of the Corporation shall be served by such alteration. Each advisory board or committee shall keep minutes of proceedings and provide same to the Corporation’s Secretary.
Section 4.8. Funds. Any funds generated by or otherwise restricted for use by or for any committee or advisory board for activities or programs of such committee or advisory board shall belong to the Corporation and be subject to the oversight and control of the Corporation’s Treasurer. The expenditure of any such funds shall require approval of the Treasurer of the Corporation.
Section 4.9. Nominating Committee. The Corporation shall have as a standing committee, a Nominating Committee, whose responsibility shall be taking nominations for Director positions and verifying the willingness of such nominees to serve as Directors.. The Nominating Committee shall have a chair plus at least two (2) additional members who shall be appointed by the Board of Directors.
ARTICLE 5 – Action By Written Consent
Action may be taken by use of signed written consents by the number of members, Directors, officers or committee members whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date and signature of each person signing it. A consent signed by less than all of the Directors, officers, or committee members is not effective to take the intended action unless consents signed by the required number of persons are delivered to the Corporation within sixty (60) days after the date of the earliest dated consent delivered to the Corporation. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the Corporation’s registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent or officer or agent having custody of books in which the relevant proceedings are recorded. If the delivery is made to the Corporation’s principal place of business, the consent must be addressed to the Chair or principal executive officer.
The Corporation will give prompt notice of the action taken to persons who do not sign the consents. If the action taken requires documents to be filed with the Secretary of State, the filed documents will indicate that the written consent procedures have been properly followed.
Any photographic, photostatic, facsimile, or similarly reliable reproduction of a consent in writing signed by a Director, officer, or committee member may be substituted or used instead of the original writing for any purpose for which the original writing could be used, if the reproduction is a complete reproduction of the entire original writing.
ARTICLE 6 – Notices
Section 6.1. Manner of Giving Notice. Whenever, under the provisions of any law, the Certificate of Formation or these Bylaws, notice is required to be given to any member, Director, or committee member of the Corporation, and no provision is made as to how such notice shall be given, it shall not be construed to require personal notice, but any such notice may be given in writing by hand delivery, by facsimile transmission, by electronic mail transmission, or by mail, postage prepaid, addressed to such member, Director, or committee member at such person’s address as it appears on the records of the Corporation. Any notice required or permitted to be given by mail shall be deemed to be delivered at the time when the same shall be thus deposited in the United States mails, as aforesaid. Any notice required or permitted to be given by facsimile transmission shall be deemed to be delivered upon successful transmission or electronic mail transmission of such facsimile or electronic mail.
Section 6.2. Waiver of Notice. Whenever any notice is required to be given to any member, Director, or committee member of the Corporation under the provisions of any law, the Certificate of Formation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE 7 – Officers, Employees and Agents: Powers and Duties
Section 7.1. Elected Officers. The elected officers of the Corporation shall include a Chair, a Vice-Chair, a Secretary, a Treasurer, and a Public Relations/Meeting Coordinator. Additional non-elected officers of the Corporation include a Founder (also referred to as the Chair Emeritus), and a Past Chair The position of Founder shall be held by held by Chris Alexander, until his death, resignation, or removal for cause in accordance with Section 7.7. The Past Chair position shall be automatically filled by the immediately preceding elected Chair. The officers shall have such duties as are described in these Bylaws and/or those duties assigned by the Board of Directors from time to time.
Section 7.2. Election. All officers shall be members of the Board of Directors. The Corporation’s existing officers shall nominate candidates to the elected officer positions, which shall be presented to the members for approval. The officers and/or the Board of Directors may, in their discretion, nominate only a single candidate for each officer position. The Board of Directors may elect any other such officers deemed necessary by the Board of Directors to carry out the exempt purposes of the Corporation.
Section 7.3. Two or More Offices. Any two (2) or more offices may be held by the same person, except that the Chair and Secretary shall not be the same person.
Section 7.4. Compensation. The compensation, if any, of all officers of the Corporation shall be fixed from time to time by the Board of Directors. In the event the Corporation has employees, the Board of Directors may fix compensation for such employees or may from time to time delegate to an Executive Director/Director of Operations (if any) the authority to fix the compensation of any or all of the other employees and agents of the Corporation. Any officer, employee or agent of the Corporation (including an officer, employee or agent who is a “disqualified person” with respect to the Corporation within the meaning of Section 4946 of the Internal Revenue Code and the regulations promulgated thereunder) shall be entitled to compensation and reimbursement of reasonable expenses (including reasonable advances for expenses anticipated in the immediate future) for the performance of “personal services” as defined in the Treasury Regulation Section 51.4942(d)-3(c) which are reasonable and necessary to carry out the exempt purposes of the Corporation, provided that such compensation and reimbursement of reasonable expenses shall not be excessive.
Section 7.5. Term of Office; Removal; Filling of Vacancies. Each elected officer of the Corporation shall hold office from the time of his or her appointment as officer by the Board of Directors for a term of two (2) years or until such officer’s successor is chosen and qualified in such officer’s stead or until such officer’s earlier death, resignation, retirement, disqualification or removal from office. In the event a Director who has only one (1) year remaining on his or her term as Director is elected to an office, such person’s second year in office shall be contingent upon his or her re-election to the Board of Directors, and, in the event such person is not re-elected to the Board of Directors, the Board of Directors shall treat the vacancy as if occurring as a result of an expired term and shall fill such position for a new two (2) year term in accordance with Section 7.2.
Section 7.6. Resignation. Any officer may resign at any time by giving written notice to the Chair. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.
Section 7.7. Removal. Any officer may be removed from such office for cause, as defined hereinafter, by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting of the Directors called expressly for that purpose. “For cause” shall mean failure to complete the duties and/or responsibilities of the individual’s office; willful actions or conduct detrimental to the interests of the Corporation, or to its programs, policies, objectives or the harmonious relationship of its members as determined by the Board of Directors, or removal from voting membership of the Corporation.
Section 7.8. Vacancies. A vacancy in any office shall be filled by the Board of Directors for the unexpired term.
Section 7.9. Chair. The Chair shall be the chief executive officer of the Corporation and, subject to the provisions of these Bylaws, shall have general supervision of the day-to-day activities and affairs of the Corporation and shall have general and active control thereof. The Chair shall have general authority to execute, in the name of the Corporation, checks, promissory notes, bonds, leases, deeds, notices, contracts and, unless the Board of Directors shall order otherwise by resolution, any other papers and instruments as the ordinary conduct of the Corporation’s business may require and to affix the corporate seal thereto; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require and to fix their compensation; to remove or suspend any employee or agent; and in general to exercise all the powers usually appertaining to the office of chief executive officer of a corporation, except as otherwise provided by law, the Certificate of Formation or these Bylaws. The Chair shall attend and participate in all meetings of the Board of Directors, advisory boards and committees without vote. The Chair shall have such other powers and duties as the Board of Directors may determine from time to time. In the absence or disability of the Chair, the duties of such office shall be performed and the powers may be exercised by the Vice Chair, unless otherwise determined by the Board of Directors. The Chair shall serve as Chairman of the Board of Directors.
Section 7.10. Vice Chair (if any). The Vice Chair, if any, shall generally assist the Chair and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the Chair or the Board of Directors.
Section 7.11. Secretary. The Secretary shall see that notice is given of all annual and special meetings of the Board of Directors and shall keep and attest true records of all proceedings at all meetings of the Board. The Secretary shall have charge of the corporate seal and shall have authority to attest any and all instruments of writing to which the same may be affixed. The Secretary shall keep and account for all books, documents, papers and records of the Corporation, except those for which some other officer or agent is properly accountable. The Secretary shall generally perform all duties usually appertaining to the office of secretary of a corporation.. In the absence or disability of the Secretary, the duties of such office shall be performed and the powers may be exercised as determined by the Board of Directors.
Section 7.12. Treasurer. The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments by the Corporation and all other documents relating to such payments; shall receive, audit and consolidate all operating and financial statements of the Corporation and its various departments; shall have supervision of the books of account of the Corporation, their arrangements and classification; shall supervise the accounting and auditing practices of the Corporation and shall have charge of all matters relating to taxation. The Treasurer shall have the care and custody of all monies, funds and securities of the Corporation; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Directors shall from time to time direct or as shall be selected in accordance with procedures established by the Board; shall advise upon all terms of credit granted by the Corporation; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions of the Corporation. The Treasurer shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial papers payable to the Corporation, and to give proper receipts or discharges for all payments to the Corporation. The Treasurer shall generally perform all duties usually appertaining to the office of treasurer of a corporation. In the absence or disability of the Treasurer, the duties of such office shall be performed and the powers may be exercised as determined by the Board of Directors.
Section 7.13. Additional Powers and Duties. In addition to the foregoing specially enumerated duties, services and powers, the several elected and appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by law, the Certificate of Formation or these Bylaws, or as the Board of Directors may from time to time determine or as may be assigned by any competent superior officer.
Section 7.14. Administration of Day to Day Matters. Pursuant to the provisions of this Section 7.14 and the then-applicable administrative agreement (if any) or such other agreement designating the accomplishment of administrative tasks, the day-to-day maters of the Corporation, other than those matters specifically assigned to an officer or committee by the Board of Directors, may be administered by an Administrative Agent. The Administrative Agent shall be entitled to reasonable compensation for services rendered and shall operate under the budget developed by the Board of Directors for each fiscal year. To the extent of any conflict between any such administrative agreement and these Bylaws, these Bylaws shall control.
ARTICLE 8 – Contracts, Checks, Deposits and Funds
Section 8.1. Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, of the Corporation, in addition to the officers so authorized by these Bylaws, 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.
Section 8.2. Checks, Drafts or Orders for Payment. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination, such instruments shall be signed by the Chair of the Corporation.
Section 8.3. 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 or as may be selected in accordance with procedures established by the Board.
ARTICLE 9 – Miscellaneous
Section 9.1. Dividends Prohibited. No part of the net income of the Corporation shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Corporation shall be distributed to its members, Directors, or officers. The Corporation may pay compensation in a reasonable amount to its officers for services rendered and may compensate and reimburse its officers as provided in Section 7.5 of Article Seven hereof.
Section 9.2. Loans to Directors Prohibited. No loans shall be made by the Corporation to its Directors, and any Directors voting for or assenting to the making of any such loan, and any officer participating in the making thereof, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.
Section 9.3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 9.4. Seal. The Corporation’s seal, if any, shall be in such form as shall be adopted and approved from time to time by the Board of Directors. The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted or in any manner reproduced.
Section 9.5. Gender. Words of either gender used in these Bylaws shall be construed to include the other gender, unless the context requires otherwise.
Section 9.6. Invalid Provisions. If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.
Section 9.7. Headings. The headings used in these Bylaws are for convenience only and do not constitute matter to be construed in the interpretation of these Bylaws.
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.
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 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.