BYLAWS OF AMY’S HOUSE FOUNDATION
(A Texas Nonprofit Corporation)
ARTICLE ONE
NAME, PURPOSES, POWERS, AND OFFICE
Section 1.1. Name. The name of this corporation is Amy’s House Foundation (the “Corporation”).
Section 1.2. Purposes. The Corporation is organized and shall be operated exclusively for those purposes set forth in its Certificate of Formation, that is, to operate and sustain Amy’s House, an organ transplant hospitality house, located at 2114 S. 15th Street in Temple, Texas.
Section 1.3. Powers. The Corporation is a nonprofit corporation and shall have all of the powers, duties, authorizations, and responsibilities of nonprofit corporations under the Texas Business Organizations Code, provided that the Corporation does not engage in any activity that would invalidate its status as a 501(c)(3) organization.
Section 1.4. Offices. The Corporation may have, in addition to its registered office, offices at such places as the Board of Directors may from time to time determine or as the activities of the Corporation may require.
Section 1.5. Fiscal Year. The fiscal year of the Corporation shall correspond to the calendar year, unless otherwise determined by the Board of Directors.
Section 1.6. Dissolution. Upon the dissolution of the Corporation, all assets shall be distributed in accordance with Section 22.304 of the Texas Business Organizations Code to one or more tax-exempt 501(c) (3) organizations.
ARTICLE TWO
MEMBERS
Section 2.1. Membership. The Corporation shall have no members.
ARTICLE THREE
BOARD OF DIRECTORS
Section 3.1. General Powers. The activities, property, and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by law, by the Certificate of Formation, or by these Bylaws.
Section 3.2. Number and Qualifications. The Board of Directors shall consist of not fewer than three (3) or more than thirteen (13) Directors who are willing to devote their time and energy to supporting the purposes of the Corporation as set forth in its Certificate of Formation. The makeup of the Board, as much as possible, should reflect the demographics and diversity of the transplant community and of the broader local general community.
Section 3.3. Election and Vacancies. Any Director may nominate a candidate to be added to the current Board (up to a limit of 13 Directors). However, any candidate for an added position or nominated to fill a vacancy occurring on the Board resulting from the death, resignation, retirement, disqualification, or removal from office must be approved by a majority of the Directors present at the meeting at which the question is called.
Section 3.4. Term of Office. Directors may hold office indefinitely unless they resign or are removed by action of the Board.
Section 3.5. Removal. Any Director may be removed by an affirmative vote of two-thirds (2/3) of the Directors present at any meeting of the Directors at which a quorum is present, if notice has been given for such action in the notice of the meeting.
Section 3.6. Resignations. A Director may resign at any time by giving written notice, including electronic transmission, to the Board of Directors or the Chair of the Board. The resignation will take effect as of the date of receipt of notice, unless the notice prescribes a later effective date.
Section 3.7. Place of Meeting. Meetings of the Board of Directors shall be held at places determined by the Board of Directors.
Section 3.8. Regular Meetings. Regular meetings of the Board of Directors shall be held at the times and places determined by the Board. Except as otherwise provided by law, by the Certificate of Formation, or by these Bylaws, any and all business may be transacted at any regular meeting.
Section 3.9. Special Meetings. Special meetings of the Board of Directors may be called by the Board Chair or by a majority of Directors with not less than two (2) days’ notice.
Section 3.10. Quorum and Manner of Acting. At all meetings of the Board of Directors, 30% of the number of Directors then in office shall be necessary to constitute a quorum for the transaction of business. At least two of the members present at the meeting must be Board officers. The act of a majority of the Directors present at a meeting at which a quorum is present shall be an official act of the Board of Directors unless the act of a greater number is required by law, by the Certificate of Formation, or by these Bylaws. If a quorum is not present at a meeting of the Directors, the Directors present may adjourn the meeting until a quorum is present. At any adjourned meeting at which a quorum is later present, any business may be transacted which might have been transacted at the meeting as originally convened.
Section 3.11. Presumption of Assent. When the Board of Directors votes on anything, all Directors present shall be deemed to have voted for the action, unless a Director’s dissent is specifically noted in the minutes.
Section 3.12. Unanimous Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if there are no objections from the Board. Such unanimous consent must be filed with the minutes of the meetings of the Board of Directors and shall have the same force and effect as a vote at a meeting where Directors were present and voted.
Section 3.13. Remote Meetings. Unless otherwise restricted by statute, by the Certificate of Formation, or by these Bylaws, Board meetings may be conducted remotely. If voting is to take place at the meeting, reasonable measures must be implemented to verify that every person voting at the meeting by means of remote communications is sufficiently identified, and a record must be kept of any vote or other action taken.
Section 3.14. Duties of Directors. Directors shall discharge their duties in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Corporation. “Ordinary care” is care that ordinarily prudent persons in similar positions would exercise under similar circumstances.
Section 3.15. Directors’ Compensation. Directors shall not receive compensation for service on the Board.
Section 3.16. Advisory Directors. The Board of Directors may elect Advisory Directors as they see fit. The Advisory Directors shall not have a vote, but may attend all meetings of the Board of Directors and participate in the discussion like the regular Directors.
Section 3.17 . Parliamentary Procedures. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern Board meetings in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Board may adopt.
ARTICLE FOUR
COMMITTEES
Section 4.1. Standing Committees. The Board may establish any number of standing (advisory) committees whose members and committee chairs will be appointed by the Board Chair.
Section 4.2. Ad Hoc Committees. On the recommendation of the Board, the Board Chair may from time to time create and appoint the members of ad hoc (temporary) committees and their chairs.
ARTICLE FOUR
OFFICERS
Section 5.1. Officers. The elected officers of the Corporation shall include a Chair, a Vice Chair, a Secretary, and a Treasurer. Each elected officer shall be a member of the Board of Directors.
Section 5.2. Election. Officers shall be elected by a majority vote of the Directors present at a meeting at which a quorum is present.
Section 5.3. Two or More Offices. Any two (2) offices may be held temporarily by the same person, except that the Chair and Secretary shall not be the same person.
Section 5.4. Term of Office; Removal; Filling of Vacancies. Each elected officer of the Corporation shall hold office for a two (2)-year term and may be re-elected indefinitely. Any officer may be removed at any quorum meeting by a two-thirds (2/3) affirmative vote of the of the Directors present if notice of such action has been given in the notice of the meeting.
Section 5.5. Resignation. Any officer may resign at any time by delivering written notice to the Chair or the Secretary of the Corporation. The resignation is effective when the notice is delivered, unless the notice specifies a later effective date. Except for the Board Chair, vacancies in any Board office shall be filled by appointment by the Chair until the next elections are held. In the event of a vacancy in the office of Board Chair, the next ranking officer shall become Chair for the remainder of the unexpired term of office.
Section 5.6. Compensation. Board officers are not compensated by the Corporation.
Section 5.7. Board Chair: The Board Chair shall preside at meetings of the Board of Directors, shall have general authority to execute bonds, deeds, and contracts in the name of the Corporation, and shall exercise all the powers usually associated with the office of the chair of a nonprofit corporate board.
Section 5.8. Vice Chair. The Vice Chair shall generally assist the Chair and shall have the powers and duties delegated by the Chair or the Board of Directors. In the absence or disability of the Board Chair, the duties and the powers of the Chair shall be assumed and exercised by the Vice Chair.
Section 5.9. Secretary. The Secretary shall see that notice is given of all meetings of the Board of Directors and shall keep records of all proceedings at all meetings of the Board. The Secretary shall keep and account for all books, documents, papers, and records of the Corporation. The Secretary shall generally perform all duties usually associated with the office of secretary of a nonprofit corporation.
Section 5.10. 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. The Treasurer shall generally perform all duties usually associated with the office of treasurer of a nonprofit corporation.
Section 5.11. Additional Powers and Duties. In addition to the foregoing specially enumerated duties, services and powers, the officers of the Corporation shall perform other duties and services and exercise further powers as may be provided by law, the Certificate of Formation, or these Bylaws, or as the Board of Directors may from time to time determine.
ARTICLE SIX
GENERAL PROVISIONS
Section 6.1. Nondiscrimination. In administering its affairs, the Corporation will not discriminate against a person based on race, creed, color, gender, sexual orientation, nation or ethnic origin, age, or physical disability.
ARTICLE SEVEN
AMENDMENT OF BYLAWS
Section 7.1. Powers to Amend. These Bylaws may be amended or repealed, or new bylaws may be adopted at any meeting of the Board of Directors at which a quorum is present by the affirmative vote of a majority of the Directors present at the meeting, provided notice of the proposed amendment, repeal, or adoption is contained in the notice of the meeting.
ARTICLE EIGHT
BOOKS AND RECORDS
Section 8.1. Required Books and Records. The Corporation shall keep correct and complete books and records of account, including documents filed with the Texas Secretary of State; a copy of the Bylaws; minutes of the proceedings of the Board of Directors; financial statements showing the Corporation’s assets, liabilities, net worth, income, and expenses; documents relating to federal, state, and local tax status; and income tax returns for each of the three most recent years.
Section 8.2. Inspection of Documents. Any Director of the Corporation or any member of the public may inspect all books and records of the Corporation required to be kept by these Bylaws.