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.