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BYLAWS OF PHILADELPHIA
ISLAND PROJECT PART 1: OFFICES 1.01 Philadelphia Island Project is incorporated under the Non-Profit
Corporation Act of the State of Texas. The registered office of the corporation
may be, but need not be, identical with the principal office in the State of
Texas, and the address of the registered office may be changed from time to
time by the Board of Directors. The corporation may have such other offices
either within or outside the State of Texas as the business of the
corporation may require from time to time. It shall be referred to
hereinafter as the corporation. PART 2: PURPOSES 2.01 Philadelphia Island Project is a non-stock, non-member
corporation of perpetual duration and organized for charitable, scientific
and educational purposes by means of funding construction and operation of a
university on the “Isle of the West.” It shall be the aim of the corporation
to solicit and collect funds for disbursement to said university and for the
infrastructural support facilities associated with it on the island. The
corporation shall strive to thereby improve the brotherhood of man and
promote social uplift among the students, the faculty, and the support
community surrounding the university. PART 3: DIRECTORS 3.01 Management. The business 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
statute or by the Articles of Incorporation or by these Bylaws. 3.02 Annual Meetings. There shall be held every March,
at such time and place as the Board of Directors shall determine each year,
an annual meeting of the Board of Directors. At such meeting, annual
financial reports shall be considered and acted upon and such other business
as shall come before the meeting shall be transacted. 3.03 Special Meetings. A special meeting of the Board
of Directors may be held upon the call of the President and shall be held
upon the request of any two (2) members of the Board of Directors for the
transaction of any business of the Board of Directors upon not less than 24
hours notice to each director. 3.04 Place of Meetings. The directors of the
corporation may hold their meetings, regular and special, either within or
outside the State of Texas. 3.05 Notice not Required for Regular
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. 3.06 Quorum. At all meetings of the Board of Directors, the
presence of a two-thirds majority of the directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may otherwise
specifically be provided by statute, the Articles of Incorporation or these
Bylaws. If a quorum shall not be present at any meeting of directors, the
directors present may adjourn the meeting from time to time without notice
other than announcement at the meeting until a quorum be present. 3.07 Acting without a Meeting. Any action
required or permitted to be taken at a meeting of the Board of Directors may
be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by all the members of the Board of Directors. Such
written consent or consents shall be filed with the minutes of the
proceedings of the Board of Directors. 3.08 Appointment and Tenure of Directors.
Directors shall be appointed annually during the Annual Meeting of the Board
of Directors. The power of appointment of the succeeding directors shall vest
in the sitting president upon the advice of his/her fellow directors.
Appointment of officers for the next term may then proceed. Directors may not
be removed mid-term. 3.09 Replacement and Number of Directors.
There shall always be no less than three 3 and no more than seven (7)
directors. Initially, there shall be three directors, and the number of
directors may be increased at any time, up to the maximum above specified, by
a majority vote of the then existing directors. In the event of the death,
resignation, refusal or incapacity of any director to serve, the successor to
such director shall be selected by a majority vote of the remaining directors
within thirty (30) days. 3.10 Compensation. No director shall receive compensation for
any service such director may render to the corporation as a director.
However, any director may be reimbursed for his or her actual expenses
incurred in the performance of his or her duties and for services rendered in
a capacity other than as a director. 3.11 Proxies. Voting of directors by proxy shall not be
permitted. PART 4: ADVISORY BOARDS AND COMMITTEES 4.01 The Board of Directors may appoint from its number or from among
such persons as the Board of Directors may see fit one or more advisory
boards or committees and may at any time appoint additional members thereto.
Such advisory boards or committees shall serve at the pleasure of the Board
of Directors. Such advisory board members or committee members shall advise
and aid the officers of the Corporation in all matters designated by the
Board of Directors. The Board of Directors may prescribe rules and
regulations for the call and conduct of meetings of the advisory board or
committees and other matters relating to its procedure. The members of any
advisory board or committee shall not receive compensation for their services
as such, but the Board of Directors shall have power in its discretion to
contract for and to pay to any member of an advisory board rendering unusual
or exceptional services to the corporation special compensation appropriate
to the value of such services. The Board of Directors may create or disband
an advisory board or committee at its sole discretion. PART 5:
NOTICES 5.01 Methods of Serving Notice. Whenever under
the provisions of the statutes, the Articles of Incorporation or these Bylaws
notice is required to. be given and no provision is made as to how such
notice shall be given, it may be given in person or by telephone or in
writing by mail, postage prepaid, addressed to such person at such address as
it appears on the records of the Corporation. Any notice required or
permitted to be given by mail shall be deemed to be given at the time when
the same shall be thus deposited in the United States mail, as aforesaid,
provided that at least ten days are allowed for delivery of said notice
before the date of the meeting or balloting is scheduled. 5.02 Written Waiver. Whenever any notice is required to
be given to any person under the provisions of the statutes, the Articles of
Incorporation or these Bylaws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated in the notice, shall be deemed equivalent to the giving of such
notice. 5.03 Attendance as Waiver. Attendance of any person at
a meeting shall constitute a waiver of notice of such meeting except where
the person attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened. PART 6: OFFICERS 6.01 Enumeration of Officers. The officers of
the corporation shall be a President, a Secretary, a Treasurer, and such
other offices as the Board of Directors may from time to time create and
fill. 6.02 Appointment of Officers. The first
appointment of officers shall take place at the first meeting of the Board of
Directors. The first meeting of newly appointed and/or re-appointed directors
following the annual appointment of directors shall be the occasion of
appointment of officers by the directors. 6.03 Term. The officers of the Corporation shall hold office
for one year or until his or her successor is elected and qualified unless he
or she shall sooner resign, or shall be removed, or otherwise disqualified to
serve. Any officer shall be eligible for re-appointment without limit. 6.04 Special Appointments. The Board of Directors may
appoint such other officers as the affairs of the corporation may require,
each of whom shall hold office for such period, have such authority, and
perform such duties as the Board of Directors may from time to time
determine. 6.05 Resignation and Removal. Any officer may be
removed from office at any time with or without cause by the Board of
Directors unless there shall be in existence a valid employment contract
stating an inflexible termination date. Any officer may resign at any time by
giving notice to the Board of Directors, the President, or the Secretary.
Such resignation shall take effect on the date of receipt of such notice or
at any time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. 6.06 Vacancies. A vacancy in any office may be filled by
appointment by the Board of Directors. The officer appointed to such vacancy
shall serve for the remainder of the term of the officer he or she replaces. 6.07 Compensation. Officers may serve without compensation on
a volunteer basis or may receive a salary or hourly wages upon terms and
agreements made with the approval of the Board of Directors. 6.08 Duties. The duties of the principal officers are as
follows: (a) President.
The President shall be the chief executive officer of the corporation, shall
preside at all meetings of the Board of Directors, shall have responsibility
for the execution and accomplishment of all orders and resolutions of the
Board of Directors, and shall be primarily responsible for the day-to-day
operation and administration of the corporation. (b) Secretary.
The Secretary shall keep the minutes of all meetings of the Board of
Directors and shall be the custodian of all books and records of the
corporation, excepting those relating to the funds and properties of the corporation.
The Secretary shall also be the custodian of the corporate seal. In the event
of the Secretary’s absence from a meeting of the Board of Directors or the
Secretary’s temporary inability to perform the secretarial duties, the
President may designate a temporary substitute. (c) Treasurer.
The Treasurer shall be the custodian of all funds and properties of the
Corporation, and of all books and records pertaining to such funds and
properties. The Treasurer shall prepare an annual financial report prior to
each annual meeting of the Board of Directors relating to the fiscal affairs
of the Corporation, in such form and containing such information as may from
time to time be directed by the Board of Directors. The Treasurer shall also
prepare such other financial records and reports as may be requested by the
Board of Directors. The Treasurer shall keep and retain all funds and
properties of the corporation in such depositories as may be designated by
the Board of Directors. (d) Additional
Powers and Duties. In addition to the foregoing
especially enumerated duties, services and powers, the several appointed
officers of the corporation shall perform such other duties and services and
exercise such further powers as may be provided by statute, the Articles of
Incorporation or by these Bylaws, or as the Board of Directors may from time
to time determine or as may be assigned to them by any competent superior
officer. 6.09 Multiple Offices. Any person may simultaneously
hold any number of offices except that the same person shall not
simultaneously be both the President and the Corporate Secretary. PART 7: GENERAL PROVISIONS 7.01 Power to sign checks. All checks or demands for
money and notes of the Corporation shall be signed by such officer or
officers or such other person or persons as the Board of Directors may from
time to time designate. 7.02 Fiscal Year. The fiscal year of the business of
the corporation shall be the calendar year, beginning January 1 and ending
December 31. 7.03 Actions Not Permitted. Loans or gifts of
money or property of the corporation may not be made to directors or officers
or to any employee of the corporation. No director, officer or employee may
carry on any activity not permitted to be carried on by a corporation exempt
from Federal Income Tax under Section 501(c)3 of the Internal Revenue Code of
1954 and its regulations as they now exist or as they may hereafter be
amended, or by an organization to which contributions are deductible under
Section 170(c)2 of said code. No part of the income or corpus of the
corporation shall inure to or be distributed to any director, officer or
employee of the corporation. No activity of the corporation shall be involved
in issuing political propaganda, influencing legislation, or intervening in
and participating in any political campaign on behalf of any candidate for
public office. PART 8: INDEMNIFICATION OF DIRECTORS AND OFFICERS 8.01 Definition Any person who is or was a director, officer
or employee of the corporation who was serving at the request of the
corporation may be indemnified for his or her court costs and attorney’s fees
in any legal proceeding such as any threatened, pending or completed action
or suit, whether civil, criminal, administrative, arbitrative or
investigative, or any appeal of such actions, or any inquiry or investigation
that could lead to such actions. 8.02 Limitations Indemnification shall be limited to a
qualified indemnitee of whom it has been determined that he conducted himself
in good faith in the conduct in his official capacity, that his conduct was
in the corporation’s best interests, and that he had no reasonable cause to
believe his conduct was unlawful. There shall be no payment made to reimburse
a person who is found liable to the corporation, nor in which it is
determined that the person was willfully or intentionally guilty of misconduct
in the performance of his duty to the corporation, nor if he is found guilty
of breaking federal, state or local law. 8.03 Extent of Payment The corporation shall
indemnify and advance expenses to each indemnitee to the fullest extent
permissible under, and in accordance with, the laws of the State of Texas,
including Article 1396-2.22A of the Revised Civil Statutes of Texas as
currently in effect or hereafter amended, and shall be limited to reasonable
expenses actually incurred by the indemnitee in connection with the legal
proceedings. 8.04 Insurance The corporation may purchase and maintain
insurance or another arrangement on behalf of any person who is a director,
officer or employee of the corporation for the purpose of indemnifying him or
her against the liability under this Article 8. PART 9: AMENDMENT OF BYLAWS These Bylaws may be
amended, modified, supplemented or replaced in whole or in part by a simple
majority vote of the Board of Directors. |
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