BYLAWS OF THE CURTIS-JONES FOUNDATION
(The “Corporation”)
Article I: Name
Name. The name of this corporation is The Curtis-Jones Foundation (the Corporation).
Article II: Pupose
Purpose. The Corporation is organized and shall be operated for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future federal tax law).
Article III: Powers
Powers. The Corporation is a nonprofit corporation and shall have all of the powers, duties, authorizations and responsibilities as provided for nonprofit corporations under the Texas Business Organizations Code (the “TBOC”); provided however, the Corporation shall neither have nor exercise any powers, nor engage directly or indirectly in any activity that would invalidate its status as a corporation exempt from federal income tax as a charitable organization described in Section 501(c)(3) of the Internal Revenue Code.
Article IV: Board of Directors
Board of Directors.
4.01. General Powers. The business and affairs of the Corporation shall be managed
by or under the direction of the Board. The Board may exercise all such powers of the
Corporation and do all such lawful acts and things as permitted by law, the certificate
of formation, and these bylaws, unless otherwise expressly provided herein.
4.02. Number and Tenure. The Board will consist of three (3) to five (5) members, each
of whom will be a natural person. Each Director will serve a term of three (3) years and
may be re-elected. Each Director will hold office until that Director's successor is
elected and qualified or until that Director's earlier resignation or removal. Any Director
may resign at any time upon notice given in writing or by electronic transmission to the
Corporation. The number of members of the Board may be amended by the Board, but
the number of such members shall never be less than three.
4.03. Quorum. A majority of the Directors then in office shall constitute a quorum for
the transaction of business at any meeting of the Board, whether held in person or by
electronic communication. The vote of the majority of the Directors present at a
meeting at which a quorum is present will be the act of the Board, unless a greater
proportion is required by these Bylaws or applicable law.
4.04. Regular Meetings and Notice. The Board shall endeavor to meet a minimum of
three (3) times per calendar year, and meetings will be held at a time and place, either
within or without the State of Texas, to be decided by the Board or as otherwise set
forth in these Bylaws. Notice of meetings must be given in writing at least seven (7)
days in advance.
4.05. Special Meetings. Special meetings of the Board may be called by or at the
request of the Chair/president or by a majority of the Directors. The person or persons
calling that special meeting of the Board may fix any date, time or place, either within
or without the State of Texas, to be the date, time, and place for holding that special
meeting. No action may be taken by the Board at any special meeting of the Board
unless the notice calling such meeting contained a concise statement of the subject
matter of the special meeting; provided, however, such notice may be waived by the
members attending such meeting if a quorum is present.
4.06. Notice. Written notice of the date, time, and place of a special meeting of the
Board will be given at least seven (7) days prior to the date set for that meeting. The
written notice can be given personally, by mail, by private carrier, by telegraph, by
telephone facsimile, or by any other manner as permitted by the Texas Business
Corporation Act. The notice will be given by the Secretary or one of the persons
authorized to call Directors' meetings.
If written notice is mailed, correctly addressed to a Director's address as provided in
the Corporation's current records, the notice will be deemed to have been given to that
Director at the time of mailing. If written notice is sent by private carrier or if the written
notice is sent by United States mail, postage prepaid and by registered or certified
mail, return receipt requested, the notice will be deemed to have been given to a
Director on the date shown on the return receipt. Otherwise, notice is effective when
received by a Director.
Notice of any Directors' meeting may be waived by a Director before or after the date
and time of the meeting. The waiver must be in writing, must be signed by a Director,
and must be delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. The attendance of a Director at a meeting of the Board will
constitute a waiver of notice of that meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully convened.
4.07. Remote Communication/Electronic Meetings. A meeting of the Board may be
held by any means of remote communication by which all persons authorized to vote
or take other action at the meeting can hear each other during the meeting and each
person has a reasonable opportunity to participate. This remote participation in a
meeting will constitute presence in person at the meeting. Remote communication
means any electronic communication, including conference telephone, video
conference, or any other method or forum currently available or developed in the future
by which Directors not present in the same physical location may simultaneously
communicate with each other.
4.08. Vacancies, Newly Created Directorships, and Removal. When vacancies or newly
created directorships resulting from any increase in the authorized number of Directors
occur, a majority of the Directors then in office, although less than a quorum, or a sole
remaining Director, will have the power to appoint new Directors to fill this vacancy or
vacancies. Each new Director so chosen will hold office until the next annual meeting
of the Board.
When one or more Directors resign from the Board, and the resignation is to become
effective at a future date, a majority of the Directors then in office, including those who
have so resigned, will have the power to appoint new Directors to fill this vacancy or
vacancies. The appointments of these new Directors will take effect when the
resignation or resignations are to become effective, and each new Director so chosen
will hold office until the next annual meeting of the Board.
Any Director may be removed, with cause, by a majority of the Board then entitled to
vote at an election of Directors at any regular or special meeting of the Board called for
that purpose.
At the expiration of any term or upon the resignation of a member of the Board, the
individual shall turn over to the Board all money, files, records and other such property
of the Corporation that may be in the individual’s possession, whether physically or
electronically.
4.09. Board Compensation. Members shall not receive compensation for their service
on the Board, except for reimbursement of reasonable expenses incurred in the
performance of their duties. Nothing in these Bylaws shall be construed to preclude a
member from serving the Corporation in another capacity and receiving reasonable
compensation for services rendered in that capacity, provided that such arrangement
complies with the Corporation’s Conflict of Interest Policy and all applicable
provisions of these Bylaws and law.
4.10. Role of the Board. The Board Shall:
(a) fulfill the responsibilities and the state statutory requirements;
(b) ensure that the purpose, mission, and goals cited by the Corporation are pursued by the Corporation;
(c) select, appoint, and support an executive director consistent with the position description;
(d) assist in creating a long-range plan for all services and programs and for the fiscal stability and security of the corporation;
(e) support and serve as an advocate of the mission, services, and fundraising projects of the corporation; and,
(f) volunteer as a member of the community and the coalition.
4.11. Delegation of Authority. The Board reserves the authority to delegate the powers
of any Officer to any other Officer or agent, notwithstanding any provision in these
Bylaws.
Article V: Officers and Organization
Officers and Organization.
5.01. The officers of the Corporation shall be a Chair/President, a Treasurer, and a
Secretary. The Board may elect or appoint other officers as it deems desirable, in
which officers shall have the authority and perform the duties prescribed by the Board.
5.02. Meetings of the Board will be presided over by the Chair’President, or in the
Chair/President’s absence by a Director chosen at the meeting. The Secretary will act
as secretary of the meeting, but in the absence of the Secretary, the person presiding
at the meeting may appoint any person to act as secretary of the meeting.
5.03. Election and Term of Office. A slate of officers can be recommended by the Board
by any voting member of the Board. Elections shall take place at the Board’s annual
meeting, and additional nominations may be made from the floor during the election.
Each nominee must have served as a member of the Board for a period of at least six
(6) months. This provision may be waived for good cause by two-third vote of a
quorum of the Board.
5.04. Chair/President. The Chair/President shall serve as the Chair/President of the
Board. The Chair/President, if present, will preside at all meetings of the Board, will
represent the Corporation, ensure compliance, and exercise and perform any other
authorities and duties as may be from time to time delegated by the Board.
5.05. Treasurer. The Treasurer shall be responsible for coordinating and overseeing the
financial activities of the Corporation and preparing written reports to the Board at each
Board meeting the financial status and condition of the Corporation. The Treasurer shall
have general charge and supervision of the books and records of accounts of the
Corporation. Subject to the direction of the Board, the Treasurer shall have charge of
and be responsible for all cash and securities or other property delivered to the
Corporation and the power to disburse funds under procedures established by the
Board. The Treasurer shall perform such additional duties as assigned by the Board,
the Executive Committee, or the Chair/President.
5.06. Secretary. The Secretary shall keep a record of attendance and the minutes of all
Board meetings; give notices of all meetings as required; keep a register of the post
office address and email address of each member of the Board, which shall be
furnished to the Secretary by each member of the Board, and perform all duties
incident to the office of Secretary and such other duties assigned to the Secretary by
the Board or the Chair/President. Meeting minutes shall be sent out within five (5)
business days after the conclusion of a regular or special meeting.
5.07. Removal. Any officer may be removed by a majority vote of the Board with cause
whenever, in the Board’s judgment the best interests of the Corporation would be
served. Notice of removal shall be given in writing to the removed officer by the
Secretary, Chair/President or any other officer not more than ten (10) days subsequent
to such action.
5.08. Vacancies. Any vacancy in any office because of death, resignation removal,
disqualification, or otherwise may be filled by the Board for the unexpired portion of the
term.
Article VI: Presumption of Assent
Presumption of Assent. A Director of the Corporation who is present at a meeting of
the Board will be presumed to have assented to an action taken on any corporate
matter at the meeting unless:
(a) The Director objects at the beginning of the meeting, or promptly upon the Director's arrival, to holding the meeting or transacting business at the meeting;
(b) The Director's dissent or abstention from the action taken is entered in the minutes of the meeting; or
(c) The Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before the adjournment of the meeting or to the Corporation within a reasonable time after adjournment of the meeting.
Any right to dissent or abstain from the action will not apply to a Director who voted in
favor of that action.
Article VII: Executive Leadership
Executive Leadership. The Executive Director shall be responsible for all the overall
management, operations, and administration of the Corporation, subject to the policies
and direction established by the Board of Directors. The Executive Director shall:
Implement the strategic direction, policies and decisions of the Board;
Provide leadership and oversight of all programs, initiatives, and operations;
Supervise staff and contractors, including hiring, evaluation and termination as authorized by the Board;
Support and coordinate volunteer leadership;
Oversee financial management of fundraising activities, and community partnerships within authority granted by the Board;
Ensure compliance with applicable laws, grant requirements, and organizational policies;
Serve as the primary organizational representative to partners, funders and the community;
Delegate operational responsibilities to staff as necessary but retains responsibility for organizational management.
Article VIII: Leadership Council and Committees
Leadership Council and Committees.
8.01. Leadership Council. The Leadership Council shall consist of each committee’s
Chairpersons including strategic advisors and such other individuals as identified by
the Chair/President and Executive Director. The Leadership Council shall serve as an
advisory body, providing guidance on the Corporation’s programs and initiatives. The
Leadership Council does not possess governing authority and shall not exercise
powers reserved to the Board of Directors or the Executive Director. The Leadership
Council does not have authority to bind the Corporation or approve expenditures. The
Leadership Council will meet as needed to advise on strategy and implementation of
programs.
8.02. Committees. The Executive Director may designate one or more committees,
with each committee to consist of at least of the Directors of the Corporation. Each
committee shall have a Chair who is responsible for overseeing their respective
committees’ activities and reporting to the Executive Director. Each member of a
committee will serve at the pleasure of the Board. There is no length of term for
committee members. Committee members may contribute to decisions but do not
have formal voting rights. Committee members may include the Leadership Council,
subject matter experts and other key stakeholders in the community. Committees
serve in an advisory capacity and do not have authority to bind the Corporation,
approve expenditures, exercise powers reserved to the Board unless separately
serving in a Board role, or take governing actions unless specifically authorized by the
Board.
8.03. Committee Chairs are responsible for leading committee activities, supporting
implementation of program goals, coordinating volunteers and stakeholders, and
reporting progress to the Executive Director.
8.04. Committee Co-Chairs support planning and implementation of initiatives and
activities; help coordinate volunteers and stakeholders within their focus area; serve as
members of the Leadership Council; help with subject-matter leadership and
community partnership engagement; and work in collaboration with the leadership.
Committee co-chairs serve in an advisory capacity and do not have authority to bind
the Corporation, approve expenditures, exercise powers reserved to the Board unless
separately serving in a Board role, or take governing actions unless specifically
authorized by the Board.
8.05. Committees may be established, modified, or dissolved by the Executive Director
in alignment with the strategic direction of the Corporation.
8.06. Meetings and Notice. The method by which Directors' meetings may be called
and the notice requirements for these meetings as set out in these Bylaws will apply to
any committee designated by the Board as appropriate.
8.07. The requirements for a quorum for the Board as set out in these Bylaws will apply
to any committee designated by the Board as appropriate.
8.08. The requirements and procedures for actions without a meeting for the Board as
set out in these Bylaws will apply to any committee designated by the Board as
appropriate.
8.09. Any member of a committee may be removed at any time, with or without cause,
by a resolution adopted by a majority of the full Board. Any member of a committee
may resign from the committee at any time by giving written notice to the Chair/
President of the Board of the Corporation, and unless otherwise specified in the notice,
the acceptance of this resignation will not be necessary to make it effective.
8.10. Strategic Advisors. Strategic Advisors are individuals appointed by and report
directly to the Executive Director to provide high-level guidance, subject matter
expertise, and strategic insight to support the Corporation’s mission, sustainability,
partnerships and growth. Strategic Advisors offer guidance on strategy, systems
development and long-term organizational direction; support leadership in identifying
opportunities, partnerships, and best practices; serve as members of the Leadership
Council; and/or advise both executive leadership and chairs/co-chairs. Service as a
Strategic Advisor does not create an employment relationship or entitlement to
compensation unless otherwise approved in accordance with these Bylaws. Strategic
Advisors serve in an advisory capacity and do not have authority to bind the
Corporation, approve expenditures, exercise powers reserved to the Board unless
separately serving in a Board role, or take governing actions unless specifically
authorized by the Board.
Article IX: Financial Management
Financial Management.
9.01. Loans. Without authorization by a resolution of the Board, the Corporation is
prohibited from making or accepting loans in its name, or issuing evidences of
indebtedness in its name. The authorization of the Board for the Corporation to
perform these acts can be general or specific.
9.02. Checks, Drafts, Notes. All checks, drafts, or other orders for the payment of
money, notes, or other evidences of indebtedness issued in the name of the
Corporation must be signed by a designated Officer or Officers, agent or agents of the
Corporation and in a manner as will from time to time be determined by resolution of
the Board. In the absence of such determination by the Board, such instruments shall
be signed by the Treasurer or Executive Director or by such officers or agents as the
Chair/President designates.
9.03. Deposits. All funds of the Corporation and funds received by the Board or
committees through their efforts or on behalf of the Corporation shall be timely
deposited to the credit of the Corporation in such banks, trust companies, or other
depositories as selected by the Board.
9.04. Voting Securities Held by the Corporation. The Chair/President, or another Officer
or agent designated by the Board will, with full power and authority attend, act, and
vote, on behalf of the Corporation, at any meeting of security holders or interest
holders of other corporations or entities in which the Corporation may hold securities
or interests. At that meeting, the Chair/President or other delegated agent will have and
execute any and all rights and powers incidental to the ownership of the securities or
interests that the Corporation holds.
9.05. Contracts. The Board may give authority to any Officer or agent, to make any
contract or execute and deliver any instrument in the name of the Corporation and on
its behalf, and that authority may be general or specific. Unless specifically authorized
by the Board, no officer, agent, or other employee shall have any power or authority to
bind the Corporation by any engagement or contract or to pledge its credit or render it
liable for any purpose or amount.
9.06. Loans to Employees and Officers. The Corporation may not lend money to, or
guaranty any obligation of, or otherwise assist, any Officer or employee of the
Corporation or of any subsidiary of the Corporation, including any Officer or employee
who is a Director of the Corporation or any subsidiary of the Corporation.
9.07. The Board may authorize any officer(s) or agent(s) of the Corporation to accept
grants from the United States; its departments and agencies, the State of Texas; it
agencies, counties, municipalities, and political subdivisions; and public or private
corporations, foundations, and persons; and may generally perform all acts necessary
for a full exercise of the powers vested in it. The Executive Director shall have authority
to enter such contracts and expand such funds on behalf of the Corporation.
9.08. Solicitation of Funds. All solicitation of funds in the name of the Corporation must
be coordinated with the Executive Director.
9.09. Fiscal Year. Fiscal Year begins on January 1st and ends on December 31st.
9.10. Donor Privacy. Donor information shall be treated as confidential, and the
Corporation will not sell, trade, or share donor information with other parties without
explicit consent, unless required by law.
9.11. Books and Records. The Corporation shall keep correct and complete books and
records and shall also keep minutes of the proceedings of the Board.
9.12. Prohibition Against Private Inurement. No part of the net earnings of the
Corporation shall inure to the benefit of or be distributable to its Directors, Officers or
other private persons, except that the Corporation shall be authorized and empowered
to pay reasonable compensation for services rendered.
Article X: Conflict of Interest
Conflict of Interest.
10.01. Purpose. The purpose of the conflict of interest policy is to protect this tax-
exempt Corporation's interest when it is contemplating entering into a transaction or
arrangement that might benefit the private interest of an officer or director of the
Corporation or might result in a possible excess benefit transaction. This policy is
intended to supplement but not replace any applicable state and federal laws
governing conflict of interest applicable to nonprofit and charitable organizations.
10.02. Definition. No contract or agreement may be entered into by and between he
Corporation and any of the following: (a) an officer, a director, committee member, or
employee of the Corporation (an “Insider”), or (b) any corporation, partnership, trust,
sole proprietorship, or any other entity (an “Entity”) in which an interest is owned or
held, directly or indirectly, by or for the benefit of an Insider, unless (i) the transaction is
approved in accordance with law, and (ii) if one or more of the parties to the contract is
a “disqualified person” with respect to the Corporation within the meaning of Section
4958 of the Internal Revenue Code, either such transaction is reviewed and approved
in accordance with the rebuttable presumption safe harbor provisions set forth in the
regulations promulgated under Section 4958 of the Code, or the Board or any
committee thereof determines that such procedures are not necessary for the
transaction involved and records its specific findings supporting such determination.
Notwithstanding the foregoing, the following shall not be subject to to the restrictions
above: a wholly gratuitous transfer of assets or promise to transfer assets to the
Corporation of any kind, including, without limitation, charitable contributions of cash
or property, interest-free loans, wholly gratuitous leases, pledges, guarantees,
assumptions of liability, bailments, or consignments.
10.03. Annual Disclosures. Each Insider shall disclose in writing to the Corporation any
actual or potential conflict of interest promptly upon becoming aware of such conflict
and shall update such disclosure as circumstances change. In addition, all Insiders
shall complete and submit an annual written conflict of interest disclosure in the form
prescribed by the Board.
Any Insider with an actual or potential conflict of interest shall recuse themselves from
any discussion, deliberation, or vote related to the matter giving rise to the conflict.
Such recusal shall be documented in the minutes of the meeting.
10.04. Policy. The Board shall adopt and maintain a separate written Conflict of Interest
Policy which shall provide additional procedures for disclosure, review, and
management of conflicts of interest. All Insiders shall, as a condition of qualifying and
continuing to qualify as a Board member, trustee, officer, committee member, or
employee of the Corporation, comply with such Conflict of Interest Policy as may be
adopted and amended by the Board from time to time.
Article XI: Compensation
Compensation.
11.01. A voting member of the governing Board who receives compensation, directly or
indirectly, from the Corporation for services is precluded from voting on matters
pertaining to that member’s compensation.
11.02. A voting member of any committee whose jurisdiction includes compensation
matters and who receives compensation, directly or indirectly, from the Corporation for
services is precluded from voting on matters pertaining to that member’s
compensation.
11.03. No voting member of the governing Board or any committee whose jurisdiction
includes compensation matters and who receives compensation, directly or indirectly,
from the Corporation, either individually or collectively, is prohibited from providing
information to any committee regarding compensation.
Article XII: Annual Conflict of Interest Statement
Annual Statement. Each Director, principal Officer and member of a committee with
governing Board delegated powers shall annually sign a statement which affirms such
person:
(a) Has received a copy of the conflicts of interest policy;
(b) Has read and understands the policy;
(c) Has agreed to comply with the policy; and,
(d) Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article XII: Periodic Reviews
Periodic Reviews.
13.01. To ensure the Corporation operates in a manner consistent with
charitable purposes and does not engage in activities that could jeopardize its tax-
exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a
minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
(b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
13.02. When conducting the periodic reviews, the Corporation may, but need not, use
outside advisors. If outside experts are used, their use shall not relieve the governing
Board of its responsibility for ensuring periodic reviews are conducted.
Article XIV: Indemnification
Indemnification.
14.01. To the fullest extent permitted by law, the Corporation shall indemnify
any person who was or is a Director, Officer, committee member, employee, or agent of
the Corporation (each, an “Indemnified Person”) against expenses (including attorneys’
fees), judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, arising out of such
person’s service to the Corporation, provided that such person acted in good faith and
in a manner reasonably believed to be in, or not opposed to, the best interests of the
Corporation.
14.02. Indemnification under this section shall not apply to matters resulting from gross
negligence, willful misconduct, or knowing violation of law.
14.03. The Corporation may purchase and maintain insurance on behalf of any
Indemnified Person against any liability asserted against such person, whether the
Corporation would have the power to indemnify such person under this Section.
14.05. The rights to indemnification provided herein shall not be deemed exclusive of
any other rights to which an Indemnified Person may be entitled under any agreement,
vote of disinterested Members, or otherwise.
Article XV: Dissolution
Dissolution.
15.01. Upon the dissolution of the Corporation, the Board of Directors shall, after
paying or making provision for the payment of all liabilities of the Corporation,
distribute all assets of the Corporation exclusively for one or more exempt purposes
within the meaning of Section 501(c)(3) of the Internal Revenue Code (or corresponding
section of any future federal tax law), in such manner as the Board shall determine.
15.02. Any such assets not so distributed shall be distributed to a qualified
organization that supports minority children or by a court of competent jurisdiction to
such organization(s) as the court shall determine.
15.03. No Director, Officer, committee member, employee or private individual shall be
entitled to share in any distribution of the assets of the Corporation upon dissolution.
Article XVI: Tax-Exempt Compliance and Limitations
Tax-Exempt Compliance and Limitations.
16.01. Compliance with Federal Tax Requirements. The Corporation is organized n
operated exclusively for charitable and educational purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any
future federal tax law). The Corporation shall not carry on any activities not permitted to
be carried on by an organization exempt from federal income tax under Section 501(c)
(3) of the Internal Revenue Code.
16.02. Private Inurement and Political Activity. No part of the net earnings of the
Corporation shall inure to the benefit of, or be distributable to, its Directors, Officers,
committee members, employees, Strategic Advisors, or other private persons, except
that the Corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments in furtherance of its
exempt purposes.
16.03. No substantial pert of the activities of the Corporation shall consist of carrying
on propaganda or otherwise attempting to influence legislation, and the Corporation
shall not participate in, or intervene in (including publishing or distributing statements),
any political campaign on behalf of or in opposition to any candidate for public office.
Article XVII: Amendment to the Bylaws
Amendment to the Bylaws of the Corporation. These Bylaws may be altered,
amended, or repealed, and new Bylaws may be adopted, by a majority of the members
of the Board present at any regular or special meeting of the Board, if at least five (5)
days’ written notice is given of an intention to alter, amend, repeal or replace these
Bylaws at such meeting. The Board shall endeavor to review these Bylaws no less than
every three (3) years.
Article XVIII: Membership
Membership. The Corporation shall have no members. Al powers shall be vested in
the Board of Directors.
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