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By - Laws for NetIP-Dallas Foundation
Article I : Name
The
name of the non-profit corporation shall be the NetIP-Dallas Foundation
Inc. (hereinafter referred to as the "Organization".)
Article 2 : Registered Office
The
Organization shall maintain a registered office and a registered agent
in the City of Dallas, County of Dallas, State of Texas, or at such
office as may be determined from time to time by the Board.
Article 3 : Purpose
Said
corporation is organized exclusively for charitable and education
purposes, including, for such purposes, the making of distributions to
organizations that qualify as exempt organizations under section 501
(c) (3) of the Internal Revenue Code, or corresponding section of any
future federal tax code.
Article 4 : Structure of the Organization
The structure of this Organization shall consist of a Board of Directors; and may additionally consist of a Board of Advisers.
1)
The Board of Directors (hereinafter referred to as the
“Board”) shall consist of five individuals (hereinafter
referred to as “Directors”) which number may be increased
or decreased from time to time by amendment to these Bylaws; provided,
that at no time shall the number of directors be less than three (3)
and no decrease in number shall have the effect of shortening the term
of any incumbent Director. None of the directors need be residents of
the State of Texas. The NetIP-Dallas, Inc. executive board will appoint
the Directors at a time to be determined by the board for the upcoming
fiscal year.
2)
Any Board of Advisers (hereinafter referred to as
“Advisers”) appointed by the NetIP-Dallas Foundation, Inc.,
shall consist of up to four (4) individuals who will act in an advisory
capacity to the Organization. These Advisers may be an external group
of experienced professionals from the community who will serve in a
nonfiduciary capacity.
Article 5 : Board of Directors
Section 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
statute or by the Articles of Incorporation or by these Bylaws.
Section 2: Number and Qualifications
a) The Board shall consist of such individuals as defined in Article IV of these by-laws.
b)
Unless an individual serving as director of the Board has earlier
resigned, has been removed, or died, the above said of the Board shall
hold office until his or her elected successor assumes office.
Section 3: Term of Office
Officers
shall serve for a term of one year coinciding with the Fiscal Year as
defined in Article IX section 4 of these by-laws. No Officer shall hold
the same office for two (2) full consecutive terms.
Section 4: Filling of Vacancies
Any
vacancy occurring in the Board resulting from the death, resignation,
retirement, disqualification, removal from office of any Directors, or
as the result of an increase in the number of Directors, shall be
filled by the affirmative vote of the majority of the remaining
Directors, though not less than a quorum of the Board, at any annual or
special meeting hereof. Any Director elected or appointed to fill a
vacancy shall hold office until the end of the original term of office
or until his resignation, retirement, disqualification or removal from
office.
Section 5:Removal
Any
Director, either for or without cause at any annual or special meeting
of the Board by the affirmative vote of a majority of the number of
Directors fixed by these Bylaws, if notice of the intention to act upon
such matter shall have been given in the notice of such meeting. Any
director who shall fail to attend three (3) consecutive meetings shall
be contacted by the President to ascertain such Director’s
willingness to continue to serve as a director of the Board.
Section 6: Place of Meeting
Meetings
of the Board shall be held at such places, within or without the State
of Texas, as may from time to time be fixed by the Board or as shall be
specified or fixed in the respective notices or waivers or notice
thereof.
Section 7:Annual Meeting
An
annual meeting of the Board of Directors, commencing with the year
1998, shall be held “on the first Sunday” of July at a time
to be determined by the Board in each year, if not a legal holiday in
the place where the meeting is to be held, and if a legal holiday in
such place, then on the next Sunday following at a time to be
determined by the Board at which they shall elect officers, and
transact any and all other business as may properly come before the
meeting. Written or printed notice stating the place, day and hour of
each annual meeting of the Board of Directors shall be delivered not
less than two (2) or more than fifty (50) days before the date of such
meeting, either personally or by mail, by or at the direction of the
President or Secretary, to each director entitled to vote at such
meeting.
Section 8:Regular Meetings
The
Board shall hold regular meetings at such times and places as may be
fixed from time to time by resolution adopted by the Board and
communicated to all Directors. Except as otherwise provided by statute,
the Articles of Incorporation, or these Bylaws, any and all business
may be transacted at any regular meeting.
Section 9:Special Meetings
Special
meetings of the Board may be called by the President on one (1) week
notice, either personally or by mail or by fax. Special meetings shall
be called by the President or Secretary in like manner and on like
notice on the written request of two (2) or more directors. Except as
may be otherwise expressly provided by statute or by the Articles of
Incorporation, or by these Bylaws, neither the business to be
transacted at, nor the purpose of, any regular or special meeting of
the Board need be specified in the notice or waiver of notice of such
meeting.
Section 10:Quorum and Manner of Acting
At
all meetings of the Board, the presence of a majority of the number of
directors fixed by these Bylaws shall be necessary and sufficient to
constitute a quorum for the transaction of business if the number of
directors fixed by these Bylaws is no more than three (3) but if the
number of directors fixed by these Bylaws is more than three (3), then
three (3) directors shall constitute a quorum for the transaction of
business, except as otherwise provided by statute, by Articles of
Incorporation, or by these Bylaws. Directors present by proxy may not
be counted toward a quorum. 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 statute, by the Articles of Incorporation, or by
these Bylaws, in which case the act of such greater number shall be
requisite to constitute the act of the Board. A director may vote in
person or by proxy executed in writing by the director. No proxy shall
be valid after three (3) months from the date of its execution. Each
proxy shall be revocable unless expressly provided therein to be
irrevocable and unless otherwise made irrevocable by law. 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, any business may be transacted
which might have been transacted at the meeting as originally convened.
Section 11: Director’s Compensation
No
Director shall receive compensation for his or her services as a
Director or member of a standing or special committee of the board.
Nothing herein contained shall be construed to preclude any Director
from receiving reimbursement for expenses incurred on behalf of the
Corporation or in attending meetings of the Board or any such committee
or from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 12: Consent of Directors
Any
action required or permitted to be taken at any meeting of the Board 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 shall have the same force and effect as a unanimous vote,
and may be stated as such in any document.
Article 6 : Notices
Section 1: Manner of Giving Notice
Whenever,
under the provisions of the statute or of the Articles of
Incorporation, or by these Bylaws, notice is required to be given to
any director or advisor 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 mail,
postage prepaid, addressed to such Director at his 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.
Section 2: Waiver of Notice
Whenever
any notices is required to be given to any director or committee of the
Corporation under the provisions of the statute, or of the Articles of
Incorporation, or of these Bylaws, a waiver thereof in writing signed
by the person or persons entitled to such notice whether before or
after the time stated therein, shall be deemed equivalent to the giving
of such notice.
Article 7 : Executive Committee and Special Committees
Section 1: Executive Committee
The
Board may, by resolution adopted by affirmative vote of a majority of
the number of Directors fixed by these Bylaws, authorize the annual
election of an Executive Committee of the Board to consist of not more
than five (5) directors of the Board. Unless restricted by the Board,
the Executive Committee shall, between meetings of the Board, have all
power and authority of the Board.
Section 2: Special Committees
The
President may designate two or more persons to constitute a special
committee or committees for any purpose; provided, however, that any
such committee or committees shall have and may exercise only the power
of recommending action of the Board and of carrying out and
implementing any instructions or any policies, plans and programs
theretofore approved, authorized and adopted by the Board.
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Article 8 : Officers,Employees and Agents : Powers and Duties
Section 1 : Elected Officers
The
Organization shall have the offices of President, Vice President,
Secretary, and Treasurer, and may additionally have the offices of
Chairperson of such committees as may be designated by the Board from
time to time. The Chairperson of each committee may appoint a
Vice-Chairperson to assist him or her in carrying out the duties of the
office.
Section 2 : Election
So
far as is practicable, all elected officers shall be elected by the
Board of NetIP-Dallas, Inc. at each annual meeting thereof.
Section 3 :Appointive Officers
The
Board may also appoint one (1) or more assistant secretaries and
assistant treasurers and such other officers and assistant officers and
agents as it shall from time to time deem necessary, who shall exercise
such powers and perform such duties as shall be set forth in these
Bylaws or determined from time to time by the Board.
Section 4 : Two or More Offices
Any
two (2) or more offices may be held by the same person, except that the
President and Secretary shall not be the same person.
Section 5 : Compensation
No compensation shall be paid to an elected officer of the Corporation.
Section 6 : Terms of Office; Removal; Filling of Vacancies
Each
Elected Officer of the Corporation shall hold office for one (1) year
or until his earlier death, resignation, retirement, disqualification,
or removal from office. Any officer or agent may be removed at any time
by the Board whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If
the office of any officer becomes vacant for any reason, the vacancy
shall be filled by the Board.
Section 7 : President
The
President shall be the chief executive officer of the Corporation and,
subject to the provisions of these Bylaws, shall have general
supervision of the activities and affairs of the Corporation and shall
have general and active control thereof. The President shall preside
when present at meetings of the Board. He/she shall have general
authority to execute bonds, deeds, and contracts in the name of the
Corporation 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 president of a corporation, except as otherwise provided by statute,
the Articles of Incorporation or these Bylaws. In the absence or
disability of the President, his/her duties shall be performed and his
powers may be exercised by the Vice Presidents in the order of their
seniority, unless otherwise determined by the President or the Board.
Section 8 : Vice President
Each
Vice President shall generally assist the President and shall have such
powers and perform such duties and services as shall from time to time
be prescribed or delegated to him by the President or the Board.
Section 9 : Secretary
The
Secretary shall see that notice is given of all annual and special
meetings of the Board and shall keep and attest true records of all
proceedings at all meetings of the Board. He/she 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. He/she shall generally perform all duties usually
appertaining to the office of secretary of a corporation. In the
absence or disability of the Secretary, his/her duties shall be
performed and his/her power powers may be exercised as determined by
the Secretary or the Board.
Section 10 : 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 accounts 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
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 for all its accounts and shall cause to be kept full and
accurate accounts of all receipts, disbursements and contributions to
the Corporation. He/she 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, his/her duties shall be performed and his /her powers
may be determined by the Treasurer or the Board.
Section 11 : Additional Powers & Duties
In
addition to the foregoing especially 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 statute, the Articles of Incorporation, or
these Bylaws, or as the Board may from time to time determine or as may
be assigned to him/her by any competent superior officer.
Article 9 : Miscellaneous
Section 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 directors or
officers. The Corporation may pay compensation in reasonable amount to
its officers for services rendered and may reimburse its directors as
provided in Section 10 of Article Two hereof.
Section 2 : Loans to Officers and Directors Prohibited
No
loans shall be made by the Corporation to its officers and 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 3 : Signature of Negotiable Instruments
All
bills, notes, checks, or other instruments for the payment of money
shall be signed or countersigned by such officer, officers, agent, or
agents, and in such manner, as are permitted by these Bylaws and as
from time to time may be prescribed by resolution (whether general or
special) of the Board of Directors.
Section 4 : Fiscal Year
The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
Section 5 : Gender
Words
of either gender used in these Bylaws shall be construed to include the
other gender, unless the context requires otherwise.
Article 10: Indemnification of Officers and Directors
The
Corporation shall indemnify a director of the Corporation against
reasonable expenses incurred by him in connection with a proceeding in
which he is named defendant or respondent because he is or was such a
director, as the case may be, if he has been wholly successful, on the
merits or otherwise, in the defense of the proceeding, unless such
indemnification is limited by the Articles of Incorporation. The
Corporation shall also indemnify a director who was, is, or is
threatened to be made a named defendant or respondent in a proceeding
because the person is or was a director against any judgments,
penalties (including excise and similar taxes), fines, settlements and
reasonable expenses actually incurred by the person in connection with
the proceeding if it is determined, in the manner described below, that
the person (i) conducted himself in good faith, (ii) reasonable
believed, in the case of conduct in his official capacity as a director
of the Corporation, that his conduct was in the Corporation’s
best interests, and in all other cases, that his conduct was at least
not opposed to the Corporation’s best interests and (iii) in the
case of any criminal proceeding , had no reasonable cause to believe
his conduct was unlawful; provided that if the proceeding was brought
by or on behalf of the Corporation, the indemnification shall be
limited to reasonable expenses actually incurred by the person in
connection with the proceeding; and provided further that a director
may not be indemnified for obligations resulting from a proceeding (i)
in which such director is found liable on the basis that he improperly
received personal benefit, whether or not the benefit resulted from an
action taken in such director’s official capacity, or (ii) in
which the director is found liable to the Corporation. Determinations
that a person has satisfied the prescribed conduct and belief standards
must be made (i) by a majority vote of a quorum consisting of directors
who at the time of the vote are not named defendants or respondents in
the proceeding, (ii) 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 and consisting solely of two (2) or more
directors who at the time of the vote are not named defendants or
respondents in the proceeding, or (iii) by special legal counsel
selected by the Board or a committee of the Board by vote as set forth
in clause (i) or (ii) of this sentence, or, if the quorum described in
clause (i) cannot be obtained and the committee described in clause
(ii) cannot be established, by a majority vote of all directors. A
determination as to reasonableness of expenses shall be mad in the same
manner as the determination as the determination that the person has
satisfied the prescribed conduct and belief standards, except that if
the determination that the person has satisfied the prescribed conduct
and belief standards is made by special legal counsel, the
determination as to reasonableness of expenses shall be made by the
Board or a committee of the Board by vote as set forth in Clause (i) or
(ii) of the immediately preceding sentence or, if such a quorum cannot
be obtained and such a committee cannot be established, by a majority
vote of all directors. The termination of a proceeding by judgment,
order, settlement or conviction, or on a plea of nolo contendere or its
equivalent is not of itself determinative that the person did not meet
the requirements for indemnification set forth above. Notwithstanding
any other provision of the Bylaws, the Corporation shall pay or
reimburse expenses incurred by a director in connection with his
appearance as a witness or other participation in a proceeding at a
time when he is not a named defendant or respondent in the proceeding.
Article 11 : Amendments
These
Bylaws may be altered, amended, or repealed, or new Bylaws may be
adopted at any annual or special meeting of the Board of Directors by
the affirmative vote of a majority number of the directors fixed by
these Bylaws, provided notice of the proposed alteration, amendment or
repeal or adoption be contained in the notice of such meeting.
Article 12 : Seal
The
Board may adopt a corporate seal. If so adopted, the seal shall be in
the form of two (2) concentric circles and shall have inscribed thereon
the name of the corporation and the year of its incorporation.
Article 13 : Indemnity
The
corporation shall indemnify its directors and officers to the extent
permitted by Article 2.22A of the Texas Non-Profit Corporation Act or
any superseding statute under the circumstances in which
indemnification is permitted by said Article 2.22A
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