| Constitution and By-Laws
Article I - OFFICES
Section 1. Principal Office
The principal and registered office of the corporation is located in Nacogdoches County, State of Texas.
Section 2. Change of Address
The designation of the County or State of the corporation’s principal office may be changed by amendment of these Bylaws. The Board of Directors may change the address of the principal office from time to time, upon filing appropriate statement with the Secretary of the State of Texas.
Section 3. Other Offices
The corporation may have other offices, either within or outside the State of Texas, and/or outside the continental United States of America. The Board of Directors may designate the location of these other offices. The secretary of the corporation shall maintain a copy of the records required by these Bylaws.
Article II - NONPROFIT PURPOSES
Section 1. IRC Section 501©(3)
This corporation is organized exclusively for one or more of the purposes as specified in Section 501©(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501©(3) of the Internal Revenue Code.
Section 2. Specific Objectives and Purposes
The specific objectives and purposes of this corporation shall be:
(a) To provide financial assistance to deserving but under-privileged Filipino high school graduates through a college scholarship award;
(b) To contribute to the economic development of the Republic of the Philippines;
(c) To develop leadership and service, and to uphold a higher standard of living among Filipinos
Article III - BOARD OF DIRECTORS
Section 1. General Powers
All corporate powers shall be exercised by or under the authority of the Board of Directors. The business and affairs of the corporation shall be managed under the direction of the Board.
Section 2. Number, Tenure, and Qualifications of Directors
The corporation shall comprise of not less than seven (7) or more than nine (9) directors and collectively they shall be known as the Board of Directors, until changed by a duly adopted amendment to these Bylaws. Each director shall have one vote on any matter that comes before the Board. Each director shall serve two (2) year terms, and shall be elected at the annual business meeting of the Board of Directors. Each director shall hold office for their specified term, or until removed in accordance with Article I, Section 5. However, if the director’s term expires, the director shall continue to serve until the Board has elected and qualified a successor, or until there is a decrease in the number of directors. Directors need not be residents of the State of Texas or the continental United States of America.
Section 3. Election of Chair
The Board shall elect a Chair from among the Directors. The Chair shall oversee all activities conducted by the Board. The Chair shall authorize and sign all resolutions as approved by the majority of the directors. The Chair shall work with the Chief Executive Officer in advancing the mission and purposes of the corporation. The Chair shall preside over all meetings of the Board of Directors.
Section 4. Duties of the Directors
It shall be the duty of the directors to:
a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation;
c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
d) Meet at such times and places as required by these Bylaws;
e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
Section 5. Removal of Directors
A director may be removed, with cause, if a majority of the directors present at a duly constituted meeting votes for the removal. Removal is effective only if it occurs at a meeting called for that purpose. Such act of removal shall be without prejudice to the rights, if any, of the person removed. Notice shall be sent to all directors that the purpose of the meeting is removal.
Section 6. Board of Director Vacancies
(a) If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of directors, the Board shall fill the vacancy and shall serve the unexpired term.
(b) If the directors remaining in office constitute fewer than a quorum of the Board, the directors shall fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(c) If a director resigns effective at a specified later date, the directors may fill the vacancy, before the vacancy occurs, but the new director may not take office until the vacancy actually occurs.
Section 7. Ex-officio Members of the Board
The officers and executive managers of the corporation shall serve as non-voting, ex-officio members of the Board. They are members by virtue of their office. Each ex-officio or manager may attend Board meetings and participate in the discussions.
Section 8. Compensation
Directors shall serve without compensation; however, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties, subject to the approval of the Board.
Section 9. Regular Meetings of the Board of Directors
The Board of Directors shall hold a regular meeting at least once every quarter. The first quarterly meeting shall be held on March 15th as the Board’s annual meeting, for the purpose of electing directors. Notice for the annual meeting together with the agenda shall be served one month before the actual meeting. Any additional meetings of the Board may be held upon approval of the Board, and notice shall be served one month before the actual meeting.
The regular Board of Directors meetings may be held by conference telephone or electronic mail, or similar communication media.
Directors participating in a conference telephone or electronic mail meeting is deemed present in person at the meeting.
Section 10. Notice of, and Waiver of Notice for,
Special Director Meetings
(a) Notice. The corporation’s secretary shall give a written notice of any special director meeting at least five (5) business days before the meeting. The notice shall include the meeting place, day and hour, and agenda. If the meeting is to be held by conference telephone or electronic mail (regardless of whether it is regular or special), the secretary shall provide instructions for participating in a telephone meeting or electronic mail meeting.
(b) Waiver of Notice. Any director may waive notice of any meeting. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
Section 11. Director Quorum
(a) A majority of the number of directors shall constitute a quorum for the transaction of business at any Board of Directors meeting.
(b) Absent Board members may give their proxy to a Board member in attendance at a Board of Directors meeting at least three (3) days before the scheduled meeting. Such proxy can be counted in determining a quorum.
Section 12. Directors, Manner of Acting
(a) Required number to constitute act. The act of a majority of the directors present at a meeting at which a quorum is present, when the vote is taken, shall be the act of the Board of Directors. If no quorum is present at a meeting of directors, the directors may not take action on any Board matter, in which case the Chair (or the Chief Executive Officer if presiding the meeting in behalf of the Chair) shall adjourn the meeting to a later date.
(b) Directors’ Approval. The corporation shall deem a director to have approved of an action taken if the director is present at a meeting of the Board unless:
(1) the director objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting business at the meeting; or
(2) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3) the director delivers written notice of dissent or abstention to the Chair, or the Chief Executive Officer if presiding the meeting, before its adjournment. The right of dissent or abstention shall not be available to a director who votes in favor of the action taken.
Section 13. Conduct of the Board of Directors Meeting
The Chair, or in the Chair’s absence, the Chief Executive Officer, shall call the meeting of the directors to order and shall act as the chairperson of the meeting. The chairperson, or the chairperson designee, shall establish the rules of the meeting that will freely facilitate debate and decision-making. The chairperson will indicate who may speak and when, and when a vote will be taken. The Secretary of the Corporation shall act as the secretary of all meetings; however, in the absence of the Secretary, the presiding officer may appoint any other person to act as the secretary of the meeting.
Section 14. Directors’ Action Without a Meeting
The Board of Directors may act on any matter generally required or permitted at a Board meeting, without actually meeting, if all the directors take the action, each one signs a written consent describing the action taken, and the directors file all the consents with the Secretary, for recordkeeping purposes. A signed consent has the effect of a meeting vote and may be referred to as a meeting vote in any document.
Section 15. Non-liability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 16. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible, under the laws of the State of Texas.
Section 17. Insurance for Corporate Agents
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
ARTICLE IV - OFFICERS
Section 1. Designation of Officers
The officers of the corporation shall comprise of a President and Chief Executive Officer, a Vice President, a Secretary, a Treasurer. The Board of Directors, through a majority vote, shall appoint each of these officers. The Board may appoint other officers and assistant officers if it deems it necessary. If the Board of Directors specifically authorizes an officer to appoint one or more officers or assistant officers, the officer may do so. The same individual may simultaneously hold more than one office in the Corporation.
Section 2. Appointment and Term of Office
The Board of Directors shall appoint officers of the corporation for a term that the Board determines. The majority rule shall be applied. If the Board does not specify a term, the officers shall hold office for two (2) years. In the event a vacancy occurs due to resignation or removal, the Board shall fill the vacancy and appointee/s shall serve the unexpired term.
A designation of a specified term does not grant to the officer any contract rights, and the Board can remove the officer, with cause, at any time prior to the termination of the designated term, through a majority vote of the Board of Directors.
Officers may hold a maximum of two (2) separate terms, subject to appointment by the Board.
Section 3. Removal of Officers
The Board of Directors may remove any officer any time, with cause. The removal shall be without prejudice to the contract rights, if any, of the person removed. A Board’s appointment of an officer shall not of itself create contract rights.
Section 4. President and Chief Executive Officer
The President shall be the Chief Executive Officer. The President shall in general oversee, in good faith, the affairs of the corporation. The president shall, when present, preside at all meetings of the members and, when the Chair of the Board is absent, at the meeting of the Board of Directors. The President shall sign, with the secretary or any other proper officer of the corporation that the Board has authorized, corporation deeds, mortgages, bonds, contracts, or other Board-authorized instruments. The President shall be the main signatory on all negotiable instruments, such as checks.
Section 5. Vice President
The Vice President shall perform, in good faith, the President’s duties if the President is absent, dies, is unable or refuses to act. If the Vice President acts in the absence of the President, the Vice President shall have all presidential powers and be subject to all the restrictions upon the President. If the Vice President is unable or refuses to act, then the Secretary shall perform the presidential duties. The Vice President shall perform any duties that the President, or the Board, may assign to the Vice President.
Section 6. Secretary
The Secretary shall in good faith:
(a) Create and maintain one or more books for the minutes of the proceedings of all meetings;
(b) Provide that all notices are served in accordance with these Bylaws or as required by law;
(c) Be custodian of the corporate records;
(d) When requested or required, authenticate any records of the corporation;
(e) Keep a current register of the post office address of all members;
(f) In general perform all duties incident to the Office of the Secretary and any other duties that the President or the Board may assign to the Secretary;
(g) Be custodian of the seal of the corporation.
Section 7. Treasurer
The Treasurer shall in good faith:
(a) Have charge and custody of and be responsible for all funds and securities of the corporation;
(b) Receive and give receipts for monies due and payable to the corporation from any source;
(c) Deposit all moneys in the corporation’s name in banks, trust companies, or other depositories that the Board shall select;
(d) Submit the books and records to a Certified Public Accountant or other accountant for annual audit or review;
(e) Be the second of two (2) line signatories on all checks of the corporation;
(f) In general, perform all of the duties incident to the Office of Treasurer and any other duties that the President or the Board may assign to the Treasurer;
(g) If required by the Board, the Treasurer shall give a bond for the faithful performance of the Treasurer’s duties and as insurance against the misappropriation of funds. If a bond is required, it shall be in a sum and with the surety or sureties that the Board of Directors shall determine.
(h) Render to the President & CEO, and the directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation; prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
Section 8. Compensation
Officers shall serve without compensation; however, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties, subject to the approval of the Board.
Section 9. Loans to or Guarantees for Officers and Directors
The corporation may not lend money to or guarantee the obligation of an officer or a director of the corporation.
ARTICLE V - COMMITTEES
Section 1. Executive Committee
The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of Board members and officers, and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of the corporation, to the extent permitted, and except as ay otherwise be provided, by provisions of law.
By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the Board, or the officers. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.
Section 2. Other Committees
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.
Section 3. Meetings and Action of Committees
Meetings and actions of committees shall be governed by, noticed, and held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE VI - EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 1. Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
Except as otherwise specifically determined by resolutions of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of the corporation.
ARTICLE VII - CORPORATE RECORDS, REPORTS AND SEAL
Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:
a) Minutes of all meetings of directors, committees, and meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c) A record of its members, indicating their names and addresses, and the termination date of any membership;
d) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, or the corporation at all reasonable times during office hours.
Section 2. Corporate Seal
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 3. Directors and Officers’ Inspection Rights
Every director and officer shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
Section 4. Members’ Inspection Rights
Each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:
a) To inspect and copy the record of all members’ names addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested;
b) To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled;
c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a member.
Section 5. Right to Copy and Make Extracts
Any inspection under the provisions of this Article may be made in person or by an agent or attorney and the right to inspection shall include the right to copy and make extracts.
Section 6. Periodic Report
The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of the State of Texas, or to the members of this corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE VIII - IRC 501©(3) TAX EXEMPTION PROVISIONS
Section 1. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise provided by Section 501(h) of the Internal Revenue Code, and this corporation shall not participate in, or intervene in, including the publishing or distribution of statements, any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities or permitted to be carried on (a) by a corporation exempt from federal income tax under Section 01(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510©(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of Texas.
Section 4. Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private corporation as described in Section 509(a) of the Internal Revenue Code, the corporation:
a) Shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code;
b) Shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code;
c) Shall not retain any excess business holdings as defined I Section 4943© of the Internal Revenue Code;
d) Shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and
e) Shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE IX - AMENDMENT OF BYLAWS
Section 1. Amendment
Subject to the power of the members of this corporation to adopt, amend, or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended or repealed and new Bylaws adopted by approval of the Board of Directors.
ARTICLE X - CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization. Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of the State of Texas and used to establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ARTICLE XI - MEMBERS
Section 1. Determination and Rights of Members
The corporation shall have only one class of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this corporation, or provisions of law, all members shall have the same rights, privileges, restrictions and conditions.
Section 2. Qualification of Members
The qualifications for membership in this corporation are:
a) Any person irrespective of race, religion, ethnicity, color, national origin, citizenship, sexual orientation, gender, handicap, or age;
b) Any person who is of good moral standing;
c) Any special interest group organizations that will support and promote the corporation’s objectives and purposes;
Section 3. Admission of Members
Applicants shall be admitted to membership immediately upon approval by the Board and upon payment of the membership fee.
Section 4. Fees and Dues
a) The membership fee shall be a one-time fee of $50.00 which shall be payable upon approval of the application for membership. Applicant for membership shall be notified immediately of approval, or denial by the Committee on Membership;
b) The annual dues shall be $25.00 and payable on the first (1st) day of February, regardless of the member’s anniversary date. A notice of reminder shall be sent to the members.
Section 5. Number of Members
There shall be no limit on the number of members the corporation may admit.
Section 6. Membership Book
The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation’s principal office.
Section 7. Non-liability of Members
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
Section 8. Non-transferability of Memberships
No member may transfer a membership or any rights. All rights of membership cease upon the member’s death, or termination of membership.
Section 9. Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the following events:
a) Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail;
b) Upon failure to renew his, or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within thirty (30) days following the member’s receipt of the written notification of delinquency;
c) After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period.
d) All rights of a member in the corporation shall cease on termination of membership as herein provided.
ARTICLE XII - MEETINGS OF MEMBERS
Section 1. Place of Meetings
Meetings of members shall be held at the principal office of the corporation or at such other place or places as may be designated from time to time by resolution of the Board of Directors.
Section 2. Regular Meetings
A regular meeting of the members shall be held in the first (1st) quarter prior to the Board’s first quarterly meeting. The following issues shall be covered at this meeting:
a) Members shall nominate candidates for directorship. There shall be a minimum of ten (10) and a maximum of twelve (12) nominees. Names of nominees shall be submitted to the Board;
b) Presentation of prior year’s business and annual financial report.
c) Transact other business as may come before the meeting.
d) Presentation of the agenda and activities scheduled for the current year.
Other regular meetings of the members shall be held on June 10 and December 10 of each year.
If the day fixed for a regular meeting falls on a legal holiday, such meeting shall be held at the same hour and place on the next business day.
The place of all meetings shall be determined by the Chair of the Board of Directors and the President and Chief Executive Officer.
Section 3. Special Meetings of Members
Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Board, or the President and Chief Executive Officer of the corporation, or, if different, by the person or persons specifically authorized under the laws of the State of Texas to call special meetings of the members.
Section 4. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally, by mail, or by electronic mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on records of the corporation, with postage prepaid. Personal notification includes notification by telephone or by facsimile machine, or by electronic mail, provided however, in the case of facsimile notification, the member to be contacted shall acknowledge personal receipt of the facsimile or electronic mail notice by a return message or telephone call within twenty four hours of the first facsimile or electronic mail transmission.
The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the Board at the time notice is given.
Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of the State of Texas, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 5. Quorum for Meetings
A quorum shall consist of two thirds (2/3) of the voting members of the corporation.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
Section 6. Majority Action As Membership Action
Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.
Section 7. Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by written ballot.
Section 8. Action By Written Ballot
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:
a) Set forth the proposed action;
b) Provide an opportunity to specify approval or disapproval of each proposal;
c) Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and
d) Shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.
Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these bylaws.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered.
Section 9. Conduct of Meetings
Meetings of members shall be presided over by the Chairperson of the Board, or, in his or her absence, by the President and Chief Executive Officer of the corporation or, in his or her absence, by the Vice President of the corporation, or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of thirty (30) preceding pages, as the Bylaws of this corporation.
Dated: _________________________
Signed: ________________________
ED TANHUI
Signed: ________________________
CORA STA. ANA
Signed: ________________________
JOHN RAMOS
Signed: ________________________
JUDITH P. WHITE
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