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First Amended and RestatedBy-LawsofHouston-Taipei Society, Inc.Adopted October 24, 2002Article INameThe name of the Corporation is Houston-Taipei Society, Inc. ( a Member of sister cities Houston or member of sister cities international). (Ask Harry Gee)Article IINon-ProfitThe Corporation is a non-profit corporation, and shall be operated exclusively for non-profit purposes.Article IIIDurationThe period of duration of the Corporation is perpetual.Article IVPurposesSection 1. The purposes for which the Corporation is organized are charitable, educational and cultural, as authorized by Article 2.01 of the Texas Non-Profit Corporation Act, and shall include particularly the following:To provide a forum for all who are interested in the arts, literature, cultural ideals, aspirations and developments of the people of the Cities of Houston, Texas and Taipei, Taiwan to study and better understand the interests of the people of the Sister Cities.To strive to promote friendly, personal relations between the peoples of the two cities as they meet, either as members of the Society or in residing or travelling in either city.To foster and promote scholarships among the students of the respective colleges, universities and other educational institutions of both cities. Without concerning itself in any way with the Inter-nal politics or internal policies of either city, to seek to engender the goal of peace, progress and prosperity for people the world over.Section 2. Notwithstanding any other provisions of these By-Laws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding pro-vision of any future United States Internal Revenue Law), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law).Section 3. The activities of the Corporation shall be limited as stated in Article V hereof.Article VGeneral ProvisionsSection 1. Stock. The Corporation shall not have any capital stock or shares.Section 2. Prohibited Activities.No part of the activities of this Corporation shall ever con-sist of carrying on propaganda or otherwise attempting to influence legis-lation or participating in or intervening in (including the publishing or dis-tributing of statements) any political campaign on behalf of any candidate for public office, nor shall this Corporation ever engage in any transaction defined at the time as a “prohibited transaction” under the Internal Revenue Laws of the United States of America. Neither the whole nor any part of the assets or net Income of the Corporation shall ever be used, for other than charitable or educational purposes, nor shall the Corporation ever be operated for objects or purposes which are not exclusively charitable, educational, or cultural, provided, however, that nothing herein contained shall impair those rights and powers which are granted by the laws of the State of Texas to similar or non-profit corporations.Section 3. Compensation. No compensation or payment shall ever be paid or made to any officer, director or incorporator of this Corporation except as a reasonable allowance for actual expenditures incurred or services actually rendered; and neither the whole nor any part of the assets or net earnings of the Corporation shall ever be distributed to or divided among such persons, and neither the whole nor any part or portion of said assets or net earnings shall ever be used for, accrued, or inure to the benefit of any private individual.Section 4. Dissolution. Upon termination or dissolution of the Corpor-ation, all assets and earnings then on hand shall, after discharge of all cor-porate liabilities, be distributed as determined by the Corporation, but only to one or more religious, charitable or educational organizations exempt from federal income tax under the Section 501(C)(3) of the Internal Revenue Code of 1986, as amended or (the corresponding provision of any future United States Internal Revenue Law).Section 5. Title to Property. The Corporation shall, in the discretion of its directors, own and have legal title to intangible property to include, without limitation, money, checking and savings accounts, certificates of indebtedness, stocks, bonds, and other securities. The Corporation shall also acquire and hold, by lease, contract, or purchase, all forms of personal property as are necessary or useful in carrying out its purposes. The Corporation shall also be empowered to acquire by purchase, lease, permit or otherwise, such realty and buildings as may be required for its operation.Section 6. Affiliation. The Houston-Taipei Society is one member of “Sister Cities of Houston, Inc.” The President of the Board shall from time to time designate a representative to attend all meetings of “Sister Cities of Houston, Inc.” The representative should be an already serving board member. The representative shall report back to the President and the Secretary of the Board.Article VIOffices and AgentSection 1. The address of the registered office of the Corporation shall be as designated by the Board of Directors from time to time, and registered agent of the Corporation at such address shall be as appointed by the Board of Directors from time to time. The Corporation may also have offices at such other places, both within and without the State of Texas, as the Board of Directors may, from time to time, determine.Section 2. The Corporation shall continuously maintain in Texas a registered office and agent in compliance with the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Texas and the location of the registered office and the registered agent may be changed from time to time by the Board of Directors.Article VIIMembersSection 1. Classes of Membership. There shall be six (6) classes of member-ship in the Corporation; regular membership, corporate membership, student membership, advisory membership, honorary membership and ex-officio membership.Section 2. Admission to Membership.Application for regular membership in the Corporation is open to any person that supports the mission Houston-Taipei Society, Inc.Application for regular membership in the Corporation is open to any person that supports the mission of Houston-Taipei Society, Inc. Membership may be requested by submitting an application for membership addressed to the Corporation at its principal place of business or by electronic means to the designated location determined by the Board. Regular membership shall include individual and family memberships. The applications for membership shall be furnished by the Board of Directors. Each applicant accepted, upon payment of the current installment of dues, shall be admitted to member-ship as a regular member.Application for corporate membership in the Corporation is open to any corporation that supports the mission of Houston-Taipei Society, Inc. Membership may be requested by making written application for member-ship addressed to the Corporation at its principal place of business or by electronic means to the designated location determined by the Board. The ap-plications for membership shall be furnished by the Board of Directors. The Board of Directors may, in its discretion, invite any corporate member to designate a representative on the Advisory Board set forth in Article 12 hereof. The Board of Directors may also, in its discretion, invite any corporate member to designate an individual who will be a regular member with full voting rights. Application for student Membership in the Corporation is open to any student who supports the mission of Houston-Taipei Society, Inc. Membership may be requested by making written application for member-ship addressed to the Corporation at its principal place of business or by electronic means to the designated location determined by the Board. The ap-plications for membership shall be furnished by the Board of Directors. Ex--Officio Membership in the Corporation consists of the current Mayor of Houston and the designated representative of the Republic of China on Taiwan.Honorary Membership in the Corporation are respected members of the community who share and support the purpose of the Corporation. Nominations for Honorary membership may be submitted, by any member, to the Board for consideration. All nominations shall, upon receipt by the Corporation, be referred to and acted upon by the Board of Directors or such committee the Board shall appoint. Advisory Membership in the Corporation are respected members of the community who share and support the purpose of the Corporation. Nominations for Advisory Membership may be submitted, by any member, to the Board for consideration. All nominations shall, upon receipt by the Corporation, be referred to and acted upon by the Board of Directors or such committee as the Board shall appoint. Section 3. Voting Rights. Each Regular member shall be entitled to one vote on each matter submitted to vote of the Regular members. Honorary members, Advisory members and Ex-Official members shall not be entitled to vote unless such member is also a Regular member of the Corporation.Section 4. Dues. Dues shall be pay-able annually and are due on January 1st of each year for continuing members of the Corporation. New member dues will be due upon submission of the Application for Membership. The Board of Directors will, from time to time, determine the dues payable for each type of membership.Section 5. Termination of Membership. Membership shall and/or may be terminated for the following reasons:Failure to renew membership dues.By an affirmative vote of two-thirds (2/3) of a quorum of the Board of Directors for reasons such as: illegal activity, activity inconsistent with the purposes of the Corporation, or any other reason the Board deems necessary.By voluntary resignation tendered in writing, addressed to the Corporation at its principal place of business or by electronic means to the designated location determined by the Board.Article VIIIMeetings of MembersSection 1. Annual Meeting. The annual meeting of the members shall be held in October of each year. The date, time and location of such meeting shall be determined by the President. If the President has not set a date for this meeting by September 20th of any given year, it shall be held on the third Monday of October of that year or at such other date and/or time as determined by the Board of Directors. The purpose of this meeting is the election of directors and the transaction of any and all such other business which may be brought before or submitted to the meeting. All annual meetings of the Corporation shall be held at a location to be determined by the Board of Directors. Only the Regular members are entitled to vote on any matter being considered.Section 2. Notice of Meetings. Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting by written or electronic mail, by or at the direction of the President, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at the address as it appears in the Corporation’s records, with prepaid postage thereon. A waiver of notice signed by the person entitled to such notice, whether before or after the meeting, shall be equivalent to the giving of such notice. Section 3. Special Meeting. Special meetings of the members shall be held at the principal place of business of the Corporation, or at such other places as may be designated in the notice of the meeting. Special meetings of the members may be called by the Pres-ident or any six (6) members of the Board of Directors or by petition of twenty percent (20%) or more of the members. Written, printed or electronic notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) or more the sixty (60) days before the date of the meeting, either personally or by electronic communication, by or at the dir-ection of the President of the Board, or the officer or persons calling the meeting, to each Regular member entitled to vote at such meeting. Waiver by the Regular member of notice of such meeting, shall be in writing and signed by him and electronically sent to the Secretary of the Board, whether before or after the time of such meeting, and shall be equivalent to the giving of such notice. Only Regular members will be entitled to vote at any special meeting.Section 4. Quorum. At any annual or special meeting ten percent (10%) of the eligible Regular members, present in person or by proxy, shall con-stitute a quorum for all purposes at any meeting of the members. If the number of members necessary to constitute a quorum at any annual or special meeting of the members shall fail to attend in person or by proxy, the members present in person or by proxy may adjourn any such meeting without notice, other than by announcement at the meeting, until the number requisite to consti-tute a quorum shall be present or attend by proxy. A majority of the members present in person or by proxy may also adjourn any annual or special meeting without notice, other than announcement at the meeting, after the transaction of any and all business submitted or proposed to be sub-mitted at such meeting or any adjournment there of shall have been completed. Section 5. Participation in Meetings. Corporate, Student, Honorary, Advisory and Ex-Officio members will have the right to attend all functions and all meetings, special and annual, of the Corporation. While they will have the right to enter into discussion, they will not have the right to vote at such meeting. Regular members may actively participate in any meeting of the Corporation and each Regular member is entitled to one vote on each matter submitted to a vote at such meeting. A Regular member may vote in person or by proxy executed in writing or by electronic correspondence by the member setting forth the identity of his duly authorized attorney--in-fact. A Regular member can only carry with them no more than five (5) proxy votes. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and in no event shall any proxy remain irrevocable for more than eleven (11) months. There shall be no right to cumulative voting for directors.Article IXNomination of DirectorsSection 1. In June of each year, the President of the Board shall appoint a Nominations Committee consisting of five (5) members that are approved by the Board of Directors. The name and resume of any individual that wishes to be considered by the Nominations Committee for a Board of Director Position must be sent to the President of the Board no later than ten (10) business days prior to the Nominations Committee holding their meeting to prepare the slate of nominees. The function of the Nominations Committee is to present a slate of nominees containing one nomination for each Board position to be approved by the election of the Regular membership at the annual meeting. The slate of nominees shall be delivered to the Board of Directors (2) two weeks prior to the annual meeting.(*Start Here)Article XBoard of DirectorsSection 1. General Power. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corpor-ation and do all such lawful acts and things as they are, by statute, by the Articles of Incorporation, or by these By--Laws, directed or required to do.Section 2. Number, Tenure and Qualification. The number of Directors of the Corporation shall be thirteen (15). Each year, the members shall elect one--third (?) of the Directors to serve a 3-year term. Any vacancy occurring in the Board of Directors between annual meetings of the members shall be filled by vote of a majority of the Directors then in office. Each Director shall hold office until his successor shall be elected and qualified. A Director elected to fill a vacancy shall be elected for the balance of his predecessor’s term of office. Any natural person who is a member of the Corporation may serve as a Director of the Corporation. Directors need not be residents of the State of Texas.Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held each quarter upon call of the President of the Corporation. Notice of such meeting shall be sent to all Directors at their addresses as shown in the records of the Corporation or by electronic communication and shall state the time, date and place of the meeting, and the nature of the business to be considered. Notices of such meetings shall be sent to Directors in writing or electronically within thirty (30) days prior to the meeting date. Each Director will inform the Corporation’s Secretary whether he or she will attend. A proxy may be executed by any Director who cannot attend and sent to the President of the Board and the Secretary of the Board in writing or electronically within three (3) business days prior to the meeting which will be effective for that meeting only. Past Presidents, Honorary, Advisory and Ex-Officio members will be invited to these meetings, but may not vote unless they are current members of the Board of Directors.Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President or by one-third (1/3) of the Directors. Notice of any special meeting shall be given at least three (3) days prior thereto by written notice by mail or electronically delivered to each Director at the address shown in the records of the Corporation, or by an e-mail or facsimile sent to each such Director’s address. If mailed, such notice shall be deemed to be delivered when deposited In the United States mail so addressed, with prepaid postage thereon. If notice is sent via e-mail or facsimile, it will be deemed received when confirmation of receipt is received by the sender. The Directors may waive notice of any such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express pur-pose of objecting to the transaction of any business because the meeting was not legally called or convened.Section 5. Quorum. A quorum of the Board of Directors shall consist of a minimum of seven (7) members of the Board; a majority of the quorum may act on all matters considered by the Board.Section 6. Committees. The Board of Directors may, from time to time and by resolution, appoint such special committees as seem proper, and may delegate to such special committees, proper power and duties.Section 7. Matter of Acting. Any act approved by a majority vote of the Officers present at a meeting of the Officers (at which a quorum is present) shall be the act of the Officers, unless the act of a greater number of Officers is required by law, the Articles of Incorporation, or these Bylaws. An Officer may cast his or her vote by voice, writing, telephone, facsimile, electronic mail or then accepted form of communication. In the event of a tie vote of the Officers, the President’s vote shall be the deciding vote. Section 8. Removal(a) Any vote to remove a Director shall require a two-thirds (2/3) vote of the Board.(b) For illegal activity, activity inconsistent with the purposes of the Corporation, or any other reason the Board deems necessary.(c) By voluntary resignation tendered in writing, addressed to the Corporation at its principal place of business or by electronic means to the President and the Secretary of the Board.Article XIOfficers of the BoardSection 1. Number. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors, but only the first VP has full voting privileges as an Officer), a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The President shall have the authority to appoint non-voting officers at his discretion. Such other officers and assistant officers as may be deemed neces-sary may be elected or appointed by the Board of Directors at any duly constituted meeting, regular or special, of such Board. Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at its meeting held after each annual meeting of the members. The officers so elected shall take office on the 1st day of January of the year following their election, and shall hold office for a term of one (1) year or until their respective successors are elected and assume office.If a candidate for an office is unopposed, that candidate shall be elected to that office if a majority of the votes cast for that office are in favor of his or her election. If a candidate for an office is opposed by one or more candidates, the candidate receiving the largest number of votes cast shall be deemed the winner.If an unopposed candidate fails to receive the required number of votes in favor of his or her election, the Officers and Board shall nominate one or more General Members as candidates for the office, and that Officer shall be elected by a majority vote of the Officers and a majority vote of the Board. If two or more candidates in a contested election receive the largest and the same number of votes, the winning candidate shall be elected by a majority vote of the Officers and a majority vote of the Board.If any vote by the Officers and Board results in a tie vote, the Officers and Board shall continue to vote until the tie is broken. Any vote by the Officers and Board shall be completed ten working days after the annual membership meeting.Challenges to ResultsAny candidate for an office may challenge the result of the election for that office. Any such challenge shall be submitted in writing to the President and the other candidate(s) for that office not later than seven (7) days after the results of such election are announced to the Membership and shall state the specific ground(s) for such challenge.Any such challenge to the result of the election shall be resolved by the President at his or her sole discretion not later than thirty (30) days after such challenge is submitted in writing to the President by mail, facsimile or electronically.Any such challenge to the result of an election for the position shall be resolved by the Board at its sole discretion not later than thirty (30) days after such challenge is submitted in writing to the Board.Section 3. Removal. Any officer elected by the Board of Directors may be removed by a majority vote of the Board of Directors whenever, in its judgment, such action would be in the best interest of the Corporation.Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the remaining portion of the term.Section 5. President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the members. The Pre-sident shall have those powers and duties necessary to manage the business and affairs of the Corporation, shall see that all orders and resolutions of the Board are carried into effect, and shall perform such other duties as the Board of Directors shall prescribe. The President, with the approval of a majority of the Officers, shall execute any contracts or other instruments for and on behalf of the Corporation.Section 6. Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board of Directors may from time to time pre-scribe or as the President may from time to time delegate. In the absence of the President, the First Vice-President shall preside at meetings and perform the duties of the President.Section 7. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the members, and shall record all votes and keep the minutes of all such proceedings in a book to be kept for that purpose. The Secretary shall give, or cause to be given when required, notice of all meetings of the members of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President. The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it and, when so affixed, shall be attested by his or her signature or that of an assistant secretary if so duly authorized by the Board.Section 8. Treasurer. The Treasurer shall have custody of the cor-porate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all moneys and other valuable effects in the name and credit of the Corporation into such de-positories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of. Directors, taking proper vouchers for such disbursements, and shall render to the Presi-dent and Directors, at the regular meetings of the Board or whenever they may require, an accounting of all his transactions as Treasurer, and of the financial condition of the Corporation, and shall perform such other duties as the Board of Directors may prescribe. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such form and sum, and with such surety or sureties as shall be satisfactory to the Board, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation or retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.The Treasurer shall be the principal bookkeeping and financial officer of the Association. The Treasurer shall have charge of and be responsible for: (1) maintaining adequate books of account for the Association; (2) managing all funds and securities of the Association, including, but not limited to, the receipt and disbursement thereof; (3) preparing quarterly reports on the financial status of the Association for distribution to the Officers and Board; (4) preparing the Association’s annual budget (which shall be approved by a majority vote of the Officers and Board); and (5) preparing and filing any papers required by law relating to the Association’s tax and non-profit status. The Treasurer shall perform all the duties incident to that office and such other duties as may be assigned to him or her by the President or by the Board.Section 9. Executive Committee. The Executive Committee shall consist of the President, the First Vice President, the Treasurer, and the Secretary. The duties of the Executive Committee shall be to formulate ideas and coordinate the Corporation’s agenda to be discussed and reviewed by the Board of Directors.Section 10. Removal of Officers. Officers may be removed by a two-thirds (?) vote of a quorum of the Board of Directors or by a voluntary resignation tendered, in writing, addressed to the Corporation at its principal place of business.ARTICLE XIISection 1. Grounds for Expulsion or SuspensionWhen it is called to the attention of the President or a Board Member that any Member: (1) no longer meets the qualifications for membership stated in these Bylaws; (2) has been convicted of a felony by a court of competent jurisdiction; and/or (3) has engaged in any misconduct so as to reflect discredit upon the Corporation, that Member may be subject to expulsion or suspension from the Association.Section 2. Process for Expulsion or SuspensionAbsent exigent circumstances (as reasonably determined by the President of the Board), the President of the Board, after consultation with the Officers and Board, shall provide the Member written notice of the Officer’s and Board’s intent to expel or suspend the Member no fewer than thirty (30) days prior to the final vote to expel or suspend the Member. Such written notice shall identify any and all applicable ground(s) for the Member’s expulsion or suspension. The Member shall be permitted to submit a written response to the Officers and the Board addressing any such ground(s) no later than fourteen (14) days after such written receipt of such notice from the President of the Board. Any vote to expel or suspend a Member shall require a two-thirds (2/3) vote of the Officers and a two-thirds(2/3) vote of the Board. Article XIIIAdvisory Board/Honorary MembershipSection 1. The Board of Directors shall have the authority, from time to time, to designate any person or entity as a member of the Corporation’s Advisory Board and/or as an Honorary Member of the Corporation. The Board of Directors shall periodically publish a list of members of the Advisory Board and of Honorary Members of the Corporation. Members of the Advisory Board and Honorary Members will not be required to pay dues, and will have no official function other than to act as Goodwill Ambassadors for the Corporation and to provide occasional advice to the Board as requested, but will be invited to all meetings of the members of the Corporation. They will have none of the rights of regular members or Directors of the Corporation unless they are also regular members or Directors of the Corporation.Article XIVContracts, Loans, Checks and Deposits Section 1. Contracts. The Board of Directors may authorize any officer or officers 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 restricted to specific instances.Section 2. Loans. No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name, unless authorized by resolution of the Board of Directors. Such authority may be general or restricted to specific instances.Section 3. Checks and Drafts. All checks, drafts or other orders for the money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the Treasurer, and in addition, such officer or officers of the Corporation in such manner as shall, from time to time, be determined by resolution of the Board of Directors.Section 4. Deposits. All funds of the Corporation not otherwise em-ployed 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.Article XVSection 1: IndemnificationEach person who may have served as a Director or officer of this Corpor-ation shall be indemnified by the Corporation against liabilities imposed upon, and any expenses reasonably incurred by him in connection with any claim made against him in any action, suit or proceeding to which he may be a party by reason of his being, or having been, such Director or officer, including such sums as independent counsel selected by the Board shall deem reasonable payment made in settlement of any such claim, action, suit or proceeding, and further including payments in settlement to avoid expenses of litigation; pro-vided, however, that no Director or officer shall be indemnified with respect to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for willful negligence or misconduct in performance of duty or with respect to any matters which shall be settled by the payment of sums which counsel selected by the Board shall not deem reasonable payment for avoiding expenses of litigation, or with respect to matters for which such indemnification would be against public policy. Such right of indemnification shall be in addi-tion to any other rights to which directors or officers may be entitled.Section 2: Right to IndemnificationSubject to the limitations and conditions as provided in Article VII of these Bylaws, each Officer, Director, or chairperson of a Committee who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, administrative, arbitral, or investigative (hereinafter, a “proceeding”), or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding, by reason of the fact that he or she is or was serving at the request of the Association, shall be indemnified by the Association to the fullest extent permitted by the Texas Business Organizations Code, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than said law permitted the Association to provide prior to such amendment), against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements, losses, costs, liabilities, and reasonable expenses (including, but not limited to, attorneys’ fees) actually incurred by such person in connection with such proceeding, and indemnification under Article VII of these Bylaws shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder, except in the case of such person’s fraud, gross negligence, willful misconduct, or unlawful acts. The rights granted pursuant to Article VII of these Bylaws shall be deemed contract rights, and no amendment, modification, or repeal of Article VII of these Bylaws shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any such amendment, modification, or repeal. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT IS THE INTENTION OF THE ASSOCIATION THAT EACH INDEMNIFIED PARTY BE INDEMNIFIED UNDER THIS ARTICLE VII IN THE CASE OF ANY STRICT LIABILITY IMPOSED ON SUCH INDEMNIFIED PARTY AND IN THE CASE OF ANY SUCH INDEMNIFIED PARTY’S OWN NEGLIGENCE (OTHER THAN FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR UNLAWFUL ACTS), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, CONCURRENT, IMPUTED, JOINT, OR TECHNICALSection 3: Indemnification of Employees, Agents, and OthersThe Association, by adoption of a resolution of the Board, may indemnify and advance expenses to an employee or agent of the Association to the same extent and subject to the same conditions under which it may indemnify Officers, Directors, and Committee chairpersons under Article VII of these Bylaws. The Association, by adoption of a resolution of the Board, may also indemnify persons who are not or were not Officers, Directors, Committee chairpersons, employees, or agents of the Association, but who are or were serving at the request of the Association, against any liability asserted against him or her and incurred by him or her in such capacity to the same extent that it may indemnify Officers, Directors, and Committee chairpersons under Article VII of these Bylaws.Section 4: Non-exclusivity of RightsThe right to indemnification conferred in Article VII of these Bylaws does not limit any right which an Officer or Director or other person indemnified hereof may have or hereafter acquire under any law (common or statutory), or under any provision of the Articles of Incorporation or these Bylaws, or by written agreement, vote of the Membership, or otherwise.Section 5: InsuranceThe Association may purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as an Officer, Director, employee, or agent of the Association, or who is or was serving at the request of the Association, against any expense, liability, or loss, whether or not the Association would have the power to indemnify such person against such expense, liability, or loss under Article VII of these Bylaws.Section 6: NotificationAny indemnification in accordance with Article VII of these Bylaws shall be reported in writing to the Board with or before the notice or waiver of notice of the next regular meeting of the Board or with or before the next submission to the Board of a consent to action without a meeting pursuant to Section 6.201 of the Texas Business Organizations Code, and, in any case, within the twelve (12) month period immediately following the date of such indemnification or advance.Section 7: Savings ClauseIf Article VII of these Bylaws or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Association shall nevertheless indemnify and hold harmless each Officer, Director, Committee chairperson, or any other person indemnified pursuant to Article VII of these Bylaws against any judgments, penalties, fines, settlements, losses, costs, liabilities, and reasonable expenses (including attorneys’ fees) actually incurred by such person in connection with any action, suit, or proceeding, whether civil, administrative, arbitral, or investigative, to the full extent permitted by any applicable portion of Article VII of these Bylaws that shall not have been invalidated and to the fullest extent permitted by applicable law.ARTICLE XVIFiscal YearThe fiscal year of the Corporation shall end at midnight on December 31st of each calendar year.Article XVIISealThe seal of the Corporation shall be circular in form and shall have inscribed thereon the name of the Corporation.Article XVIIICertificates of MembershipThe Board of Directors may, in its sole discretion, authorize the issuance of certificates of honorary membership to any honorary member, and may, in its sole discretion, authorize the issuance of certificates of membership to all regular members or corporate members, said certificates to be issued in such form as may be determined by the Board of Directors. When so authorized, such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary, and issued by the Secretary. It is expressly provided, however, that it shall not be necessary for certificates of membership to be issued by the Corpora-tion except and until the Board of Directors of the Corporation determines it ad-visable to do so.Article XIXAmendmentThese By-Laws may be altered, amended or repealed at any meeting of the members at which a quorum is present, in person or by proxy, by the affirmative vote of two-thirds (?) of the Regular members present or represented at such meeting. Any such amendment must be recommended by the a majority of the Board of Directors or fifty-one percent (51%) of the Regular membership and must be submitted to each Regular member in writing at least fourteen (14) calendar days prior to any vote regarding that amendment.Article XXGender SEQ CHAPTER \h \r 1All personal pronouns used in these Bylaws, whether used in the masculine, feminine or neuter gender, shall include all other genders. ................
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