ARTICLE I. OFFICES
Section 1. Registered Office and Agent. The Corporation shall maintain a Registered Office in the State of Texas, and shall have a Registered Agent whose address is identical with the address of such Registered Office, in accordance with the requirements of the Texas Nonprofit Corporation Code.
Section 2. Principal Office. The Principal Office for the transaction of the activities of the Corporation shall be located in Comal County, Texas, at such place within the County as may be fixed from time to time by the Board of Directors.
Section 3. Other Offices. Branch or other offices and places for conducting activities may be established at any time by the Board of Directors at any place or places where the Corporation is qualified to conduct its activities, either within or without the State of Texas.
ARTICLE II. PURPOSES AND GOVERNING INSTRUMENTS
Section 1. Nonprofit Corporation. The Corporation shall be organized as a nonprofit corporation under the provisions of the Texas Nonprofit Corporation Code.
Section 2. Charitable Purposes. The purpose of the Corporation, as set forth in the Articles of Incorporation, are exclusively charitable and religious within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; and in furtherance of such purposes the Corporation shall have the following powers and authorities:
(a) New Braunfels Evening Lions Club Charity Fund’s mission is to provide funds and services to the citizens of Comal County, the State of Texas, the United States and other people and organizations they select based on the current giving criteria. This activity will be done without regard to race, gender, or religious affiliation and to carry on other related activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended;
(b) To receive and accept property, real, personal or mixed, by way of gift, bequest or devise, from any person, firm, trust, or corporation, to be held, administered, and disposed of in accordance with and pursuant to the governing instruments of the Corporation, as the same shall be amended from time to time, subject to the limitation of Section 501( c)(3) of the Internal Revenue Code of 1986, as amended;
(c) To make expenditures and distributions, hire employees, and conduct operations, all for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, in accordance with the governing instruments of the Corporation;
( d) To perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful, advisable, or conducive, directly or indirectly, as determined by the Board of Directors, to carry out any of the purposes of the Corporation, as set forth in the Articles of Incorporation and these Bylaws, including the exercise of all powers and authorities enjoyed by corporations generally in accordance with provisions of the Texas Nonprofit Corporation code, subject to the limitations of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
Section 3. Tax Exempt Status. The affairs of the Corporation shall at all times be conducted in such a manner as will assure the Corporation’s status as an organization qualifying for exemption from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
Section 4. Governing Instruments. The Corporation shall be governed by the Articles of Incorporation and Bylaws and by any resolutions and policies duly established by the Board of Directors in accordance therewith.
ARTICLE III. BOARD OF DIRECTORS
Section 1. Authority and Responsibility
( a) The governing body of the Corporation shall be the Board of Directors, and the management of the affairs of the Corporation shall be vested in the Board of Directors. All the powers, duties, and functions of the Corporation conferred by the Articles of Incorporation, these Bylaws, state statutes, common law, court decisions, or otherwise, shall be exercised, performed and controlled by the Board of Directors.
(b) The Board of Directors shall have the responsibility for the supervision, control and direction of the management, affairs and property of the Corporation; shall determine the policies of the Corporation or changes therein; and shall actively carry out the Corporation’s purposes and supervise the disbursement of its funds. The Board of Directors may adopt, by majority vote, such rules and regulations for the conduct of the business of the Corporation as shall be deemed advisable, and may, in the execution of its powers, delegate certain of its authority and responsibility to an executive committee; provided, however, no action shall be taken by the Board of Directors which is inconsistent with the Articles of Incorporation or these Bylaws.
(c) The Board of Directors shall not permit any part of the net earnings or capital of the Corporation to inure to the benefit of any Officer or Director of the Corporation, or any other private person or individual, except that the Directors shall be authorized and empowered to pay reasonable compensation for goods and services rendered and to make payments and distributions in furtherance of the charitable purposes of the Corporation as contained in the Articles of Incorporation.
(d) The Board of Directors may, from time to time, appoint advisors to help determine policies and programs for carrying out the charitable purposes of the Corporation.
( e) The Board of Directors is authorized to employ such person or persons, including an executive director or officer, attorneys, agents, and assistants, as in its judgment are necessary or desirable for the administration and management of the Corporation, and to pay reasonable compensation for the services performed and expenses incurred by any such person or persons.
Section 2. Number. The Board of Directors of the Corporation shall consist of not less than three (3) or more than twelve (12) Directors. The number may vary between said minimum and maximum, as the Directors may fix from time to time by resolution adopted at any meeting of the Board of Directors.
Section 3. Election and Tenure. The Board of Directors shall serve a term of office that coincides with the term of office of the Officers and Board of Directors of the New Braunfels Evening Lions Club. The Board of Directors shall serve until the first annual meeting of the Board of Directors. At the first annual meeting of the Board of Directors and at each annual meeting thereafter, the successor directors shall be elected by the Board of Directors, each to serve for a indefinite term or until a successor is elected and qualified or until the earlier resignation, removal from office or death of such Director. Except in the case of vacancies, elections of directors shall be held at the annual meetings of the Board of Directors. In the elections of directors, the nominees having a plurality of votes shall be elected. There shall be no limitation on the number of successive terms that Director can serve.
Section 4. Removal. Any one or more directors may be removed from office, with or without cause, by the affirmative vote of a majority of all the directors then in office at any meeting with respect to which notice of such purpose has been given.
Section 5. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum, or by the sole remaining director, as the case may be.
Section 6. Committees of Directors. The Board of Directors may elect from its own members an Executive Committee and such other committee as the Board may determine appropriate. Each committee shall consist of one (1) or more directors, and each committee shall have and may exercise such authority and perform such functions as the Board of Directors may prescribe within the limits of the Corporation’s governing instruments and applicable law.
Section 7. Advisory Committee. The Board of Directors may establish one or more Advisory Committees and appoint members thereto from the general public. The Advisory Committees shall have the responsibilities determined by the Board of Directors, but they shall be advisory only in nature and shall not be delegated any authority of the Board of Directors. The Advisory Committees shall have such number of members and shall meet at such times and places as shall be determined by the Board of Directors, and at least one member of the Board of Directors shall be an ex-officio member of each Advisory Committee.
Section 8. Compensation. No director of the Corporation shall receive, directly or indirectly, any salary, compensation or emolument from the Corporation for serving as a director unless authorized by the concurring vote of at least two-thirds (2/3) of all the directors then in office. However, nothing contained in this Section shall be construed to prevent a Director from serving the Corporation in any other capacity and receiving reasonable compensation for actual services rendered to the Corporation.
Section 9. Election of Officers, Salaries, and Bonds. The Board of Directors shall elect all officers of the Corporation. An officer of the Corporation may receive reasonable compensation for services actually rendered to or on behalf of the Corporation as shall be determined by the Board of Directors. The Board of Directors may or may not, in its discretion, require bonds from any or all of the officers of the Corporation for the faithful performance of their duties and good conduct while in office.
ARTICLE IV. MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Place of Meeting. Meetings of the Board of Directors may be held at any place within or without the State of Texas as set forth in the notice of the meeting or, in the event of a meeting held pursuant to waiver of notice, at such place as set forth in the waiver.
Section 2. Annual Meeting. The annual meeting of the Board of Directors shall be held at such time and place as established by the Board of Directors each year. Unless waived, notice of the time and place of such annual meeting shall be given by the Secretary not less than ten (10) nor more than fifty (50) days before such meeting.
Section 3. Regular Meetings. Regular meetings of the Board of Directors may be held from time to time between annual meetings at such times and at such places as the Board of Directors may determine by resolution. If the time and place for holding regular meetings of the Board of Directors have been scheduled by resolution of the Board of Directors, such meetings may be held without notice at the time and place scheduled in such resolutions.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called by the Secretary upon request of any two or more of the directors in office at that time. Any request for a special meeting shall state the purpose of the meeting. Notice of time, place and purpose of any special meeting of the Board of Directors which has been duly called or requested shall be given by the Secretary at least two (2) but not more than fifty (50) days before such meeting.
Section 5. Telephone and Similar Meetings. Directors may participate in and hold a meeting by means of telephone or similar communications equipment where all persons participating in the meeting can simultaneously communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called forth or convened.
Section 6. Notice. Whenever these Bylaws require notice to be given to any Director, the notice shall be in writing unless oral notice is reasonable under the circumstances. Notice may be communicated in person, by telephone, facsimile, e-mail or other form of wire or wireless communication; or by mail or private carrier. Written notice is effective at the earliest of the following: (1) when received or when delivered, properly addressed, to the addressee’s last known principal place of business or residence; (2) two days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed; or (3) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt signed by or on behalf of the addressee. In calculating time periods for notice, the first day shall not be counted but the last day shall be counted.
Section 7. Waiver. A director may waive notice of any meeting before or after the date and time stated in the notice. The waiver must be in writing, signed by the director entitled to the notice, and delivered to the Corporation for including in the minutes of the meeting; provided, however, a director’s attendance at a meeting shall waive any required notice of the meeting unless the director at the beginning of the meeting (or promptly upon arrival) objects to the holding of the meeting or the transaction of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
Section 8. Quorum. At the annual meeting of the Board of Directors, the Board shall establish the number of directors needed to constitute a quorum. The attendance in person as well as by electronic means as outlined in this Article Section 5 will count as attendance.
Section 9. Vote Required for Action. At all meetings of the Board of Directors, each director shall have one vote and, except as may otherwise be provided in the Bylaws or by law, the act of a majority of the directors present at a meeting at which a quorum is present at the time shall be the act of the Board of Directors.
Section 10. Consent by Directors Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action taken, is signed by all the members of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote at a meeting duly called and held. The signed consent shall be placed in the minute book of the Corporation.
ARTICLE V. OFFICERS
Section 1. Election and Term of Office. The Board of Directors at each annual meeting shall consider an agenda item to elect officers of the Corporation. Duly elected officers of the New Braunfels Evening Lions Club for the current Lions year will be the nominees for all offices of the Corporation. Any person may hold two or more offices except that the President shall not serve as the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer.
Section 2. Removal. Vacancies. Any officer of the corporation may be removed from office at any time by the Board of Directors, with or without cause. Any vacancy occurring in any office of the Corporation may be filled by the directors prior to the next annual meeting of the Board of Directors at any special or regular meeting of the Board.
Section 3. Executive Board. The President, any Vice President, the Secretary and the Treasurer of the Board shall constitute the Executive Board. The Executive Board has the power to conduct any business between meetings of the Board of Directors but must put on the next Special or Annual meeting of the Board of Directors those decisions to inform and or confirm the whole Board of Directors of the actions. A Quorum of the Executive Board shall be a majority of those present and voting on the action.
Section 4. President. The President shall preside at all meetings of the Board of Directors. The immediate supervision of the affairs of the Corporation shall be vested in the President, and it shall be his or her duty to attend constantly to the operations of the Corporation and maintain strict supervision over all of its affairs and interests. The President shall keep the Board of Directors fully advised of the affairs and condition of the Corporation and shall manage and operate the Corporation pursuant to such policies as may be prescribed from time to time by the Board of Directors. The President shall be authorized to sign checks, drafts, and other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation, and statements and reports required to be filed with government officials or agencies; and the President shall be authorized to enter into any contract or agreement and to execute in the corporate name, along with the Secretary, any instrument or other writing. The President shall, subject to approval of the Board, hire and fix the compensation of all employees and agents of the Corporation other than officers, and the employment of any persons hired may be terminated at his or her discretion.
Section 6. Vice President. Any Vice President of the Corporation may be designated by the Board of Directors to act for and in the place of the President in the event of sickness, disability or absence of the President or upon the failure of the President to act for any reason, and when so designated, such Vice President shall exercise all powers of the President in accordance with such designation. Each Vice President shall have such duties as may be required of, or assigned to, him or her by the Board of Directors or the President.
Section 7. Secretary. It shall be the duty of the Secretary to keep a record of the proceedings of all meetings of the Board of Directors; to notify the Directors of meetings as provided by these Bylaws and to perform such other duties as may be prescribed by the President or Board of Directors. Any Assistant Secretary, if elected, shall perform the duties of the Secretary during the absence or disability of the Secretary and shall perform such other duties as may be assigned by the President, Secretary or Board of Directors.
Section 8. Treasurer. The Treasurer shall keep, or cause to be kept, the financial books and records of the Corporation, and shall faithfully account for its funds. The Treasurer shall make such reports as may be necessary to keep the President and the Board of Directors fully informed at all times as to the financial condition of the Corporation and shall perform such other duties as may be prescribed by the President or Board of Directors. Any Assistant Treasurer, if elected, shall perform the duties of the Treasurer during the absence or disability of the Treasurer, and shall perform such other duties as may be prescribed by the President, Treasurer or Board of Directors.
Section 9. Other Officers. Other officers, as elected by the members of the New Braunfels Evening Lions Club are considered members of the Board of Directors and their duties shall be as prescribed by Lions Club International or the New Braunfels Evening Lions Club.
ARTICLE VI. DISTRIBUTIONS AND DISBURSEMENTS
Section 1. Vote Required for Determinations. All determinations as to distributions and disbursements shall be made by the affirmative vote of the majority of Directors present at a meeting duly called at which a quorum is present, except as may be expressly limited by the direction of a donor of funds to the Corporation as a condition of the donor’s gift.
Section 2. Determination of Means for Carrying Out Charitable Purposes. The Board of Directors shall conduct such investigation as may, from time to time, be necessary or desirable to determine the means for carrying out the charitable and religious purposes of the Corporation. The Board of Directors may make disbursements for such investigations from funds given for such purposes or from funds given without designation as to purpose and may make disbursements for other proper administrative expenses incurred by the Board of Directors, including salaries for professional and other assistance as the Board deems necessary or desirable.
Section 3. Distributions for Charitable Purposes. When the means for carrying out the Corporation’s charitable and religious purposes have been determined, the Board of Directors may direct expenditures and distributions to such persons or organizations as the Board of Directors shall determine will carry out such purposes.
ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS
AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or agent of the Corporation, in addition to the President, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority must be in writing and may be general or limited to specific actions.
Section 2. Checks, Drafts, Notes, Etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation, in addition to the President, as shall, from time to time be determined by the Board.
Section 3. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for any general or special purpose of the Corporation.
ARTICLE VIII. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
Section 1. Indemnification. The Corporation shall fully indemnify and otherwise protect its officers, directors, employees and agents under the circumstances described in and to the fullest extent permitted through the Texas Nonprofit Corporation Code and the Texas Business Corporation code as heretofore and hereafter amended and as otherwise now or hereafter permitted by Texas law.
Section 2. Indemnification Not Exclusive. The indemnification provided in Section 1 of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation or Bylaws, or any agreement, vote of disinterested directors, or otherwise, both as to any action in any official capacity and as to any action in any other capacity while holding such office, and such indemnification shall continue as to any person who has ceased to be an officer, employee, director or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 3. Insurance. To the extent permitted by Texas law, the Corporation may purchase and maintain insurance on behalf of any person who is or was an officer, employee, director or agent of the Corporation.
ARTICLE IX DISSOLUTION AND DISTRIBUTION OF ASSETS
Section 1. Dissolution. If the Board of Directors votes to dissolve the New Braunfels Evening Lions Club Charity Fund they must also determine who will receive the assets of the Fund following the procedures in Section 2 below.
Section 2. Distribution. Upon dissolution of the Fund, assets shall be distributed for one or more exempt purposes within the meeting of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE X. MISCELLANEOUS
Section 1. Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors.
Section 2. Corporate Seal. The corporate seal (of which there may be one or more exemplars) shall be in such form as the Board of Directors may from time to time determine.
Section 3. Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the same from time to time, as it deems appropriate.
Section 4. Internal Revenue Code. All references in these Bylaws to the Internal Revenue Code shall be to the Internal Revenue Code of 1986, as from time to time amended, and to any applicable future United States Internal Revenue Law, and to all regulations issued hereunder.
ARTICLE XI. AMENDMENT
The Bylaws of the Corporation may be altered, amended or added to by a majority of the directors present and voting therefore at a meeting of the Board of Directors with respect to which notice of such purpose has been given.