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FIFTH AMENDED AND RE-STATED BYLAWS
ARTICLE I NAME The name of the organization shall be San Antonio Young Lawyers Foundation ("Corporation").
ARTICLE II PURPOSE The Corporation shall exist for any and all charitable and benevolent purpose allowed under Section 501(c)(3) of the Internal Revenue Code. The Corporation is an organization supervised or controlled by a publicly supported organization described in Section 501(c)(6) of the Internal Revenue Code, specifically, the San Antonio Young Lawyers Association (“SAYLA”).
ARTICLE III REGISTERED AGENT The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Business Organizations Code. The address of the registered office and the identity of the registered agent may be changed from time to time by the Board of Directors.
ARTICLE IV DIRECTORS Section 4.1. Powers The Board of Directors of the Corporation is vested with the management of the business and affairs of the Corporation, subject to Chapter 22 of the Texas Business Organizations Code, the Certificate of Formation, and these Bylaws.
Section 4.2. Number of Directors and Composition of Board The number of directors and the composition of the Board shall be identical to the number and composition of the board of directors of SAYLA.
Section 4.3. Term and Election of Directors The term of office for all Directors shall be the same as the term of office for the directors of the SAYLA. The election of Directors shall be by the members of SAYLA by and through the bylaws of SAYLA.
Section 4.4. Resignation, Removal and Vacancies All resignations, removals, and other vacancies shall be conducted in accordance with the corresponding sections of the bylaws of SAYLA.
Section 4.5. Restrictions No dividend shall be paid and no part of the Income of the Corporation shall be distributed to Directors or Officers.
Section 4.6. Compensation Directors may not receive any compensation, direct or indirect; however, Directors may be reimbursed for any actual expenses incurred in the performance of their duties for the Corporation. The Corporation shall not loan money or property to, or guarantee the obligation of, any Director.
Section 4.7. Quorum and Voting Directors A quorum for the transaction of business by the Board of Directors shall be a majority of the number of Directors fixed in Section 4.2 of these Bylaws then in office. Any action of the majority of the Directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act is one which the Certificate of Formation, these Bylaws or the law require a greater number.
Section 4.8. Conflict of Interest Policy
A. Purpose The purpose of the conflict of interest policy is to protect the Corporation’s tax-exempt 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.
B. Definitions
1. Interested Person: Any director or officer who has a financial interest.
2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, family, or otherwise:
a. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,
b. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.
3. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
4. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Board of Directors decides that a conflict of interest exists.
C. Procedures
1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors.
2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Directors shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the board meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The presiding officer of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the board shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy.
a. If the Board of Directors has reasonable cause to believe a person has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose.
b. If, after hearing the person’s response and after making further investigation as warranted by the circumstances, the Board of Directors determines the person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
D. Records of Proceedings. The minutes of the Board of Directors shall contain:
1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
E. Compensation
1. A Director 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 Director’s compensation.
2. No Director who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
F. Annual Statements. Each director and officer shall annually sign a statement that affirms such person:
1. Has received a copy of the conflicts of interest policy,
2. Has read and understands the policy,
3. Has agreed to comply with the policy, and
4. 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.
G. Periodic Reviews. 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:
1. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
2. 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. H. Use of Outside Experts. 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 Board of Directors of its responsibility for ensuring periodic reviews are conducted.
Section 4.9. Funds Deposited All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies, or other depositories that the Board of Directors selects.
Section 4.10. Gifts The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Board of Directors may make gifts and give charitable contributions that are not prohibited by the Bylaws, the Certificate of Formation, state law, and any requirements for maintaining the Corporation’s federal and state tax status.
ARTICLE V COMMITTEES
Section 5.1. Community Service Committee. SAYLF shall have a Community Service Committee comprised of members appointed by the President.
Section 5.2. Other Committees with Management Authority The Board of Directors, by resolution adopted by a majority of the Directors at a regular or special meeting, may from time to time designate one or more other committees, which to the extent provided in such resolution, Certificate of Formation, or in these Bylaws, shall have and exercise the authority of the Board of Directors in the management of the Corporation.
Section 5.2. Committees without Management Authority Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of the Directors, or by the President authorized by a like resolution of the Board of Directors.
Section 5.3. Committee Liaison. A member of the Board of Directors designated by the President shall consult and advise with each committee and periodically report its activities to the Board. If a director is appointed as a chair of a committee, the director shall be the Committee Liaison.
ARTICLE VI BOARD MEETINGS
Section 6.1. Place of Board Meetings Regular and Special Meetings of the Board of Directors will be held at a time and place, either within or without the State of Texas, as determined by the Board of Directors.
Section 6.2. Regular and Special Meetings Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors. Special meetings may be called by the President or a majority of all voting Directors or any three (3) Directors.
Section 6.3. Notice of Board Meetings Notice of Regular or Special Meetings shall be in accordance with the Bylaws of SAYLA.
Section 6.4. Waiver of Notice Attendance by a Director at any meeting of the Board of Directors for which the Director did not receive the required notice will constitute a waiver of notice of such meeting unless the Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.
Section 6.5. Decisions Without Meeting Any decision required or permitted to be made at a meeting of the Board of Directors, or any committee of the Corporation may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by all of the persons entitled to vote on the matter. The original signed consents shall be placed in the Corporation minute book and kept with the Corporation’s records. Signatures may be made by facsimile. Alternatively, the President may call for an electronic vote and, unless a board member objects, a decision by the board may be made electronically with no less than 2 days’ notice to the board members
ARTICLE VII OFFICERS
Section 7.1. Officers The Officers of the Corporation shall be identical to the officers of SAYLA, and may also consist of one or more Additional Officers, as the Board may deem necessary.
Section 7.2. Election of Officers The Officers shall automatically take office upon proper installation as an officer of SAYLA. Should the Board deem it necessary for the Corporation to have additional Officers, the Board shall fill such positions by a majority vote at any regular or special meeting. All Officers of the Corporation are Directors of the Corporation.
Section 7.3. Resignation, Removal and Vacancies All resignations, removals and other vacancies shall be conducted in accordance with the corresponding sections of the bylaws of SAYLA.
Section 7.4. Officers’ Duties and Responsibilities Officers of the Corporation have the same duties, responsibilities and authority as the corresponding office in SAYLA in addition to those duties traditionally vested to each office for a similar organization. Additional Officers appointed under these Bylaws shall have the duties, responsibilities and authority conferred to them by the Board of Directors.
ARTICLE VIII INDEMNIFICATION
Section 8.1. Insurance The Corporation may provide indemnification insurance for its Directors, and the Board shall select the amount and limits of such insurance policy.
Section 8.2. Indemnification To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that such person is or was a Director or officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney’s fees and disbursements, incurred by them (or by their heirs, executors, or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein. The Corporation shall pay or reimburse expenses incurred by a director, officer, employee, or agent of the Corporation in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not a named defendant or respondent in the proceeding. If the Corporation may indemnify a person under the bylaws, the person may be indemnified against judgments, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. However, if the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
Section 8.3. Limits on Indemnification Notwithstanding the above, the Corporation will indemnify a person only if such person acted in good faith and reasonably believed that their conduct was in the Corporation’s best interests. In the case of a criminal proceeding, the person may be indemnified only if they had no reasonable cause to believe their conduct was unlawful.
ARTICLE IX GENERAL PROVISIONS
Section 9.1. Books and Records The Corporation will keep correct and complete records of account and shall also keep minutes of the proceedings of its Board of Directors and Committees having any authority of the Board of Directors. The Corporation shall keep at its principal place of business the original or a copy of its Bylaws, including amendments to date certified by the Secretary of the Corporation, and a roster giving the names and addresses of Directors. All books and records of the Corporation may be inspected by any Director for any purpose at any reasonable time on written demand.
Section 9.2. Amendments These Bylaws may be amended, repealed, and new bylaws may be adopted only by the Board of Directors at any time by a vote of the majority of Directors at a meeting where a quorum is present, except as to Article II. Any amendment to Article II requires the unanimous vote of all Directors then in office at a regular or special meeting.
Section 9.3. Legal Authorities Governing Construction of Bylaws The bylaws shall be construed in accordance with the laws of the State of Texas. All references in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.
Section 9.4. Severability of Provisions. If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws.
CERTIFICATION I hereby certify that these Bylaws were adopted by the Board of Directors of the San Antonio Young Lawyers Foundation at its meeting held on August 11, 2019. /s/ Cassie Garza - Secretary |