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Parks & Recreation Foundation By-lawsBYLAWS OF SCHERTZ PARKS AND RECREATION FOUNDATION ARTICLE 1 NAME, LOCATION, AND PURPOSE Foundation. 1.1 Name. The name of the corporation is Schertz Parks and Recreation 1.2 Principal Office. The principal office of the corporation shall be located in the City of Schertz, Guadalupe County, Texas. 1.3 P_ urpose. The corporation is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of section 501{c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and in support of parks and recreation in the City of Schertz, Texas. The corporation shall be operated exclusively for such purposes, and, except that the corporation shall be authorized and empowered to pay reasonable compensation far services rendered and to make payments and distributions in furtherance of such purposes, no part of its net earnings shall inure to the benefit of, or be distributable to, any trustee, director, officer, or other private person. No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting, to influence legislation, and it shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE 2 NO MEMBERS 2.1 Members. The corporation shall have no members. ARTICLE 3 BOARD OF DIRECTORS 3.1 Number, Tenure, Election, and Vacancies. Until this Section is modified as peiynitted by Section 8.1, the direction and management of the affairs of the corporation and the control and disposition of its properties and funds shall be vested in a Board of Directors (the "Board") which shall consist of seven (7) persons. The members of the Board shall be appointed as provided in this Section. The initial directors named in the Certificate of Formation of the corporation shall serve the following terms: saos~~ss.~ Name Term Ends John Bierschwale December 31, 2013 Tim Jacobs December 31, 2013 Eddie McNew December 31, 2013 Cindy Raleigh December 31, 2011 Nancy Kotzur December 31, 2011 Don McCrary December 31, 2012 Robert Cantu December 31, 2012 Upon the expiration of the term of a director, the- directors whose tertrrs have not expired shall appoint a successor director. Each such successor director shall be a person who supports the purposes of the corporation as set forth in Section 1.3. Each director shall serve for his or her tern of office and until his or her successor is duly appointed to the Board and accepts such appointment. Each successor director shall serve a term of three {3} years. There is no limit on the total number of terms which a person may serve on the Board. Any director who fails to attend three (3) consecutive regular meetings of the Board or any director who fails to attend one-half (%2) of the regular meetings of the Board in any calendar year shall be deemed to have resigned from the Board. Such person shall be eligible for reappointment to the Board: Any director shall be removed from the Board, with or without cause, upon the affirmative vote oftwo-thirds (213) of the remaining directors. Upon the death or resignation of a director, or upon the disability of any director rendering him or her permanently incapable of participating in the management and affairs of the corporation, a successor director shall be appointed to complete the term of any such director whose position is being filled, and, for purposes of determining eligibility for reappointment, if the remaining term for which a successor is appointed is eighteen (18) months or longer, the successor director shall be deemed to have served a complete term. For purposes of this Section, an initial director's term shall be deemed to be a complete term. 3.2 Annual Meeting. The annual meeting of the Board shall be held in January of each year an a date and at a time determined by the Board for the election of officers and the transaction of such other business as may lawfully come before the meeting. It shall be the duty of the secretary of the corporation: to give ten {10) days' notice of such meeting to each director or by mail to each director not personally notified. 3.3 Regular Meetings. Regular meetings of the Board shall be held at such _ times as may be fixed from time to time by resolution of the Board. Such meetings shall take place at such place as the Board may determine. soos»ss.i 2 3.4 Special Meetings. Special meetings of the Board shall be held whenever called by the secretary of the corporation upon the direction of the president of the corporation or upon written request of any two (2) directors. 3.5 Notice. Except as provided herein, notice of the time and place of special meetings of the Board shall be given not less than three (3) days before the meeting, either personally (including by telephone or any electronic means) or by mailing such notice to each director at his or her address as the same appears on the records of the corporation. Such notice need not be given to any director who shall attend such meeting in person, nor to any director who shall waive notice of such meeting, whether before or after such meeting. Except as otherwise expressly provided herein or by statute, notice of any meeting of the Board need not state the business to be transacted thereat. 3.6 uarum and Prox Maori Vote. A quorum for the transaction of business by the Board shall be the presence of at least a majority of the number of directors constituting the whole Board; provided, however, that directors present by proxy may not be counted toward a quorum. The act of the 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, except as otherwise specifically provided by law, by the Articles of Incorporation, or by these bylaws. The directors present at any meeting, whether or not less than a quoi~m, by a majority vote may adjourn the meeting from time to time and a meeting may be held as adjourned without further notice, at which, if a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed. 3.7 Executive Committee. The Executive Committee of the Board shall be composed of the president, vice president, secretary, and treasurer of the corporation. Actions of the Executive Committee shall be subject to approval by the Board, except to the extent provided otherwise in a resolution of the Board pertaining to a particular matter, transaction, or undertaking (or class or series of matters, transactions, or under-takings), in which case the Executive Committee shall have and may exercise all of the authority of the Board in the management of the business and affairs of the corporation with respect to the subject of such resolution. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when requested by the Board. 3.8 Other Committees. The Board may, by resolution passed by a majority of the whole Board, designate additional committees, each committee to consist of two or more persons, and each such committee shall have such power and authority and shall perform such functions as may be provided in such resolution; provided, however, such committee(s) shall not have the power to have and exercise the authority of the Board. The Board shall appoint a committee chairperson of each designated committee. Such committee or committees shall have such name or names as may be designated by the Board and shall keep regular minutes of their proceedings and report the same to the Board when requested by the Board. Any member of a committee may be removed, for or without cause, by the affii7native vote of two-thirds (213) of the whole Board. If any vacancy or vacancies occur in a committee, such vacancy or vacancies shall be filled by the affirmative vote of a majority of the whole Board. soos7~ss.i 3 3.9 Action Without a Meeting. Any action required by to be taken at a meeting of the directors of the corporation (or any action that may be taken at a meeting of any committee of the corporation) may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of directors (or committee members} as would be necessary to take that action at a meeting at which all of the directors (or committee members) were present and voted. Each written consent shall bear the date of signature of each director (or committee member) who signs the consent. Prompt notice of the taking of any action by directors or committee members without a meeting by less than unanimous written consent shall be given to all directors or committee members, as the case may be, who did not consent in writing to the action. 3.10 Partici ation b Conference Tele hone. Members of the Board or members of any committee designated by the Board may participate in and hold a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 3.11 Conflict of Interest Policy. The cozporation shall have and enforce a conflict of interest policy. The Board shall adopt a conflict of interest policy. ARTICLE 4 GENERAL OFFICERS ~.1 Election. The officers of the corporation shall be a president, vice president, secretary, treasurer, and such other officers as may be detez7nined and selected by the Board. The Board, at its first meeting and annually thereafter at the annual meeting, shall elect the officers. The officers so elected shall hold office for a period of one year and until their successors are elected and qualify. The offces of secretary and treasurer may be filled by the same person. The offices of president, vice president, secretary, and treasurer shall be held by members of the Board. Other offices are not required to be held by a member of the Board. 4.2 Attendance at Meetings. The president, and in his absence any other officer, shall call meetings of the Board to order and shall act as the presiding officer of such meetings, and the secretary of the corporation shall act as secretary of all such meetings, but in the absence of the secretary the presiding officer may appoint any person present to act as secretary of the meeting. 4.3 Duties. The principal duties of the several officers are as follows: (a) President. The president shall be the chief executive officer of the corporation and, subject to the control of the Board, shall have general charge and supervision of the administration of the affairs and business of the corporation. The president shall see that all orders and resolutions of the Board are carried into effect, shall sign and execute all legal documents and instruments in the name of the cozporation when authorized to do so by the Board, and shall perform such other duties as may be assigned to him or her from time to time by SOD57788.1 the Board. The president shall also have the power to appoint and remove subordinate employees. The president shall submit to the Board plans and suggestions for the work of the corporation, shall direct its general correspondence, and shall present recommendations in each case to the Board for decision. The president shall submit a report of the activities and business affairs of the corporation at each annual meeting of the Board and at other times when called upon so to do by the Board. (b) Vice President. The vice president shall discharge the duties of the president in the event of the president's absence or disability for any cause whatever and shall perform such additional duties as may be prescribed from time to time by the Board. (c) Secretary. The secretary shall have charge of the records and correspondence of the corporation under the direction of the president and shall be the custodian of the seal (if any) of the corporation. The secretary shall give notice of and attend all meetings of the Board and shall take and keep accurate minutes of all meetings of the Board of which, ex officio, he or she shall be the secretary. The secretary shall discharge such other duties as shall be assigned to the secretary by the president or the Board. In case of the absence or disability of the secretary, the Board may appoint an assistant secretary to perform the duties of the secretary during such absence or disability. (d) Treasurer. The treasurer shall keep account of all money, credit, and property of the corporation and shall keep an accurate account of all money received and discharged. Except as otherwise ordered by the Board, the treasurer shall have the custody of all the funds and securities of the corporation and shall deposit the same in such banks or depositories as the Board shall designate. The treasurer shall keep proper books of account and other books showing at all times the amount of the funds and other property belonging to the corporation, all of which books shall be open at all times to the inspection of the Board. The treasurer shall also submit a report of the accounts and financial condition of the corporation at each annual meeting of the Board. The treasurer shall, under the direction of the Board, disburse all money and sign all checks and other instruments drawn on or payable out of the funds of the corporation, which checks, however, may also be required by the Board to be signed by the president or vice president, or in case of their absence or disability, by such other member of the Board as the Board shall designate. The treasurer shall also make such transfers and alterations in the securities of the corporation as may be ordered by the Board. In general, the treasurer shall perform all the duties which are incident to the office of treasurer, subject to the direction of the Board, and shall perform such additional duties as may be prescribed from time to time by the Board, The treasurer shall give bond only if required by the Board. In case of absence or disability of the treasurer, the Board may appoint an assistant treasurer to perform the duties of the treasurer during such absence or disability. 4.4 Vacancies. Whenever a vacancy shall occur iri any general office of the corporation, such vacancy shall be filled by the Board by the election of a new officer who shall hold office until the next annual meeting and until his successor is elected and qualifies. 50057788.1 j ARTICLE 5 ADDITIONAL OFFICERS AND AGENTS 5.1 Additional Officers and Agents. The Board may appoint such officers and agents in addition to those provided for in Article 4 as may be deemed necessary, which officers and agents shall have such authority and perform such duties as shall fiom time to time be prescribed by the Board. All officers and agents shall hold their respective offices or positions at the pleasure of the Board and may be removed from office or discharged by the Board at any time with or without cause; provided that removal without cause shall not prejudice the contract rights, if any, of such officers and agents. ARTICLE 6 GENERAL PROVISIONS 6.1 Rules. The deliberations of the Board shall be in accordance with rules established by the president. In the absence of such established rules, deliberations shall be in accordance with the latest edition of Robert's Rules of Order. 6.2 Fiscal Year. The fiscal year of the corporation shall be the fiscal year. 6.3 Seal. The coiforation may have a seal, and said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. Any officer of the corporation shall have authority to affix the seal to any document requiring it. 6.4 Resignation. Any director, officer, or committee member may resign at any time by giving written notice to the president or the secretary. Such resignation shall take effect at the time specified therein or, if no date be specified, on the date of its receipt. b.5 Notices. Whenever under the provisions of these bylaws notice is required to be given to any director or committee member, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such nonce may be given electronically, by facsimile, or by mail, postage prepaid, addressed to such director or committee member at such address as appears on the books of the corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the carne be thus deposited, postage prepaid, in the United States mail. Whenever any notice is required to be given to any director or committee member under these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before ar after the time stated therein, shall be equivalent to the giving of such notice. 6.6 Construction. Article and section headings in these bylaws are for convenience only and shall not affect the construction hereof. Pronouns used in these bylaws shall be construed as feminine, masculine, or neuter, as the context requires, and wards of singular number in these bylaws shall be construed as plural, as the context requires. SOD57788.1 6 ARTICLE 7 INDEMNIFICATION OF DIRECTORS AND OFFICERS 7.1 Persons Indemnified. The ca~poration shall, subject to the limitations provided in this Article, indemnify any person who is yr was a director, officer, employee, or agent of the corporation and any person who is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise who, because such person is or was serving in such capacity, was, is, ar is threatened to be made a named defendant ar respondent in (a) any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative; {b} any appeal in such an action, suit, or proceeding; and (c) any inquiry or investigation that could lead to such an action, suit, or proceeding, against judgments, penalties (including excise and similar taxes}, fines, settlements, and reasonable expenses (including court costs and attorneys' fees) actually incurred by such person in connection with any such action, suit, proceeding, appeal, inquiry, or investigation, but if such action, suit, proceeding, appeal, inquiry, or investigation was brought by or on behalf of the corporation, such indemnification shall be limited to reasonable expenses actually incurred by such person in connection with such action, suit, proceeding, appeal, inquiry, or investigation. 7.2 Indemnification Allowed. A person shall be indemnified by the corporation under this Article only if he has been wholly successful, on the merits or otherwise, in the defense of the action, suit, proceeding, appeal, inquiry, or investigation described in Section 7. i or if it is determined in accordance with Section 7.5 that such person (a) conducted himself in good faith; (b) reasonably believed, in the case of conduct in his or her official capacity, that his or her conduct was in the best interests of the corporation and, in all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and (c} in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. 7.3 No Indemnification. A person shall not be indemnified by the corporation under this Article for obligations resulting from any action, suit, proceeding, appeal, inquiry, or investigation in which such person is found liable (a) on the basis that personal beneft was improperly received by him or her, whether or not the benefit resulted from an action taken in such person's official capacity, or (b) to the corporation. 7.4 Advancements. The corporation may pay or reimburse reasonable expenses (including court costs and attorneys' fees) in advance of the final disposition of an action, suit, proceeding, appeal, inquiry, or investigation described in Section 7.1, but only after (a) the corporation receives a written affrmation of the person receiving the payment or reimbursement of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article and a written undertaking by or on behalf of such person, consisting of an unlimited general obligation, secured or unsecured, of such person, to repay the amount paid or reimbursed if it is ultimately determined that he or she has not met those requirements, which undertaking shall be accepted without reference to financial ability to saos~~ss. ~ '7 make repayment, and (b) a detei7nination made in accordance with Section 7.5 that the facts then known to thane making the determination would not preclude indemnification under this Article. 7.5 Standard for Indemnifcation. Any deteiYnination of indemnity under Sections 7.1 thxough 7.3, any determinations as to reasonableness of expenses, and any determination or authorization of payment under Section 7.4 must be made {a) by a unanimous vote of the directors who at the time of the vote are not named defendants or respondents in the action, suit, proceeding, appeal, inquiry, or investigation described in Section 7.1; (b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in such action, suit, proceeding, appeal, inquiry, or investigation; (c) by special legal counsel selected by the Board or a committee of the Board 6y vote as set forth in (a} or (b) above, ar, if such quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; provided, however, that if a determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and detei7ninatian as to reasonableness of expenses must be made in the manner specified in (c) above for the selection of special legal counsel. 7.6 Insurance. The corporation may purchase and maintain insurance an behalf of any person described in Section 71 against any liability asserted against him or her and incurred by him or her in a capacity described in Section 7.1 ar arising out of his or her status as such a person, whether or not the corporation would have the power to indemnify him against that liability under this Article. 7.7 Indemnification. The corporation shall indemnify any director or officer or foi7ner director or officer of the corporation, against any and all losses, costs, and expenses {including attoi~eys' fees) actually and necessarily incui-~-ed by such person in connection with the defense of any action, suit, or proceeding, whether civil or criminal, in which such person is made a party by reason of being or having been such director or officer, except in relation to matters as to which such person shall be finally adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in performance of duty. The corporation shall also reimburse any such director or officer ar former director or officer for the reasonable cost of settlement of any such action, suit, or proceeding, if it shall be found by a majority of the directors not involved in the matter in controversy, whether or not a quorum, that it was in the best interests of the corporation that such settlement be made, and that such director or officer or former director or officer was not guilty of negligence or misconduct in performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which such director or officer or former director or officer may be entitled, under any bylaw, agreement, insurance policy, or otherwise. ARTICLE S AMENDMENTS AND GOVERNING LAW S.1 Amendments. These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the Board at any regular meeting or at any special meeting called soas~~ss. i g for that purpose; provided, however, that written notice of such amendment shall be given to the Board not less than ten (10} days prior to the meeting at which such amendment is voted on. 8.2 Texas Law. 7t is expressly recognized that when these bylaws are silent as to the manner of performing any corporate function, the provisions of the Texas Business Organizations Code shall control. saos~~ss.i g