PREAMBLE
These By-Laws are subject to, and governed by, the Texas Non-Profit Corporation Act and the Articles of Incorporation of the Hispanic Sports Foundation for Education, Inc. (the “HSFE”). In the event of a direct conflict between the provisions of these By-Laws and the mandatory provisions of the Texas Non-Profit Corporation Act or the provisions of the Articles of Incorporation of the HSFE, such provisions of the Texas Non-Profit Corporation Act or the Articles of Incorporation of the HSFE, as the case may be, will be controlling.
ARTICLE ONE OFFICES
1.01. Registered Office and Agent. The registered office and registered agent of the HSFE shall be as designated from time to time by the appropriate filing by the HSFE in the office of the Secretary of State of the State of Texas.
1.02. Other Offices. The HSFE may also have offices at such other places, both within and without the State of Texas, as the Board of Directors may from time to time determine or the business of the HSFE may require.
ARTICLE TWO PURPOSES
2.01 Purpose. The central purpose of Hispanic Sports Foundation for Education, Inc. is (a) to promote and enhance the quality of life for the youth in the community by providing scholarship assistance to low income Hispanic students and; (b) to identify and recognize positive and outstanding role models by inducting them into the National Hispanic Heritage Hall of Honor, in San Antonio, Texas, which is a registered trademark of the Hispanic Sports Foundation for Education, Inc.
2.02 No Profit Objective. The Hispanic Sports Foundation for Education, Inc. is a non-profit organization. No director, office, member, or employee of HSFE shall receive any of the profits of HSFE. This does not preclude an employee from receiving reasonable compensation for services he or she performs pursuant to the goals of Article 2.01 above.
ARTICLE THREE MEMBERS
3.01. Members and Eligibility. The Board of Directors shall determine eligibility for all members. It is the goal of the Board to create a membership that will foster a greater, stronger and formidable organization through growth of people with leadership qualities of character and integrity. All potential members must be recommended to the Board of Directors by a member in good standing for approval to the membership.
3.02 Stakeholders. The HSFE shall have no stakeholders.
3.03 Membership. The HSFE shall have Members that exercise the powers conferred on them (a) under the Texas Non-Profit Corporation Act; (b) hereunder, and; (c) under the By-Laws of the Corporation.
3.04 Membership Requirements. No person may become a Member until (a) it submits to the Board of Directors a written application for membership, in such form and containing such information as the board of Directors may require; (b) pay applicable dues, and (c) its membership in HSFE is approved by the Board of Directors in accordance with criteria provided in the By-Laws and reasonable determination that the membership would be in the best interest of HSFE. If the membership is not approved, the HSFE Secretary shall notify the individual in writing within ten businesses days after decision is made, that the majority vote of the Directors did not approve the application. The Board of Directors Meeting minutes, at the time the decision was made, will reflect the vote on the membership. The Board of Directors any terminate any Member whenever the Board of Directors reasonably determines that such termination is in the best interests of HSFE.
3.05 Voting Rights of Members. All Members shall have voting rights and be entitled to one vote with respect to the election of Directors, Officers, other matters as determined by the Board of Directors and, such matters required under the Texas Non-Profit Corporation Act. The membership may act only at a properly called meeting of the membership by the Chairman or Board of Directors. At such a meeting, a vote of majority of the Members in attendance (including the Board of Directors in attendance) shall be an act of the membership, except that a two-third vote of the Members is required in the following in accordance with the Texas Non-Profit Corporation Act: (a) dissolution of the corporation; (b) merger or consolidation with another Corporation; (c) sale of substantially all of the colorization’s assets and; (d) most amendments to the corporation Articles of Incorporation. The attendance of at least nine (9) members shall constitute a quorum for the conduct of business at a membership meeting.
3.06 Dues and Assessments. Dues and assessments shall be determined by the Board of Directors as they seem necessary and appropriate. Dues are payable during the month of January of each calendar year.
3.07 Members in Good Standing. A member is considered to be in good standing if the following conditions are met: (A) the Member has shown support for the purpose of HSFE as set forth in Article Two of these By-Laws; (b) the Member has been active in the organization, (c) the member has paid dues according to these By-Laws, and; (d) the Member has consistently met the other qualifications of membership as set forth in these By-Laws. A member is considered “active” if the Member has been involved in and committed to the HSFE as determined by the Board of Directors. The Board of Directors shall make the determination if a Member is in good standing.
3.08 Annual Membership Meeting. The membership shall meet during the month of January at a time and place designated by the Board of Directors, for the purpose of electing Directors and any matters that the Board of Directors may submit to the Members. The Board of Directors may changed the date of the meeting at any time. The Board
3.09 Regular Membership Meetings: A.) The membership shall meet as often as necessary to conduct the business of the Corporation. These meetings may be called by the Chairman, Board of Directors at a designated time, date and place. The Chairman will prepare and approve all agenda items. A member may recommend an agenda item at a membership meeting in the form of a motion that was passed by a majority vote. B.) The Board of Directors shall normally discuss and/or take action involving such matters as (a) individual memberships, such as membership applications, termination of membership, (b) removal of a Director; (c) legal issues not requiring a membership vote under Texas Non-Profit Corporation Act; (d) business transactions solely within their scope of authority and requiring confidentiality, and (e) any other matter that does not require membership vote and does not violate membership rights as set forth in these By-Laws. C.) If such matters as identified above in B require immediate discussion and/or action, the membership meeting shall be adjourned in the form of a motion that is passed by a membership vote as set for in these By-Laws. A quorum of the Directors shall be present for a Board of Directors meeting in accordance with these By-Laws. D. The matters identified above in B may be discussed in a membership meeting if deemed to e in the best interest of the HSFE by the Board of Directors.
3.10 Notice of Membership Meetings. Notice of a membership meeting shall be given in the exact manner as a notice for a Board of Director’s meeting as provided in Article Five.
3.11 Resignation of Members. A member may resign from this organization at any time if by giving written notice to the Board of Directors.
3.12 Honorarium Memberships. The Board of Directors may create and confer honorarium memberships, such as honorary memberships, charter memberships, and lifetime memberships, as deemed appropriate. These memberships shall be non-voting members and shall not be required to pay annual dues and assessments.
ARTICLE FOUR BOARD OF DIRECTORS
4.01 Management. The business and affairs of the HSFE shall be managed by the Board of Directors, subject to the restrictions imposed by law, the Articles of Incorporation, or these By-Laws.
4.02 Number; Qualification; Election; Term. The Board of Directors shall consist of nine, with seven voting members and two non-voting members, Attorney, and Consultant. The HSFE Board of Directors shall have a Chairman, Vice Chairman, Secretary, Treasurer, and Sergeant-At-Arm and two at-large members elected by the Board of Directors during the annual Board of Directors Meeting. (a) Election. Directors shall be elected for a full term of office not to exceed three years. All directors shall be eligible to vote for the election of successor Directors. (b) Qualifications. A member in good standing as set forth in these By-Laws is eligible for a Director position. A director shall be eligible to serve for any number of consecutive terms. The Directors, upon election, shall remain as Members, and have one vote in membership meetings.
4.03 Removal. At any meeting of the Board of Directors called expressly for that purpose, any Director or the entire Board of Directors may be removed, with or without cause, by a vote of two-thirds of the directors then serving, excluding the Director subject to removal.
4.04 Vacancies. A vacancy occurring in the Board of Directors (by death, resignation, removal, or otherwise) may be filled by the vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected to serve for the unexpired term of his predecessor in office.
4.05 Meetings of Directors. The Directors may hold their meetings and may have an office and keep the books of the HSFE, except as otherwise provided by statute, in such place or places within or without the State of Texas as the Board of Directors may from time to time determine.
4.06 Annual Meetings. The annual meeting of the Board of Directors is to be held on the first Monday in April of each year. The Board of Directors may change the date of the annual meeting at any time.
4.07 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and places as may be designated from time to time by resolution of the Board of Directors and communicated to all Directors. A meeting of the Board of Directors shall be held whenever called by the Chairman or any two Directors at such time and place as shall be designated in the notice of such special meeting. Those calling a meeting shall cause notice of such special meting to be served to all Directors at least forty-eight (48) hours prior to such meeting. Except as otherwise specifically provided in these By-Laws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need by specified in the notice or waiver of notice of any meeting.
4.08 Quorum: Majority Vote. At all meetings of the Board of Directors, a majority of the Directors, fixed in the manner provided in these By-Laws, shall constitute a quorum for the transaction of business. If a quorum is not present at a meeting, the Directors present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The vote of a majority of the Directors present at a meeting at which a quorum is in attendance shall be the act of the Board of Directors.
4.09 Powers. Subject to the provisions of the Texas Non-Profit Corporation Law, Sections 170(c)(2) and 501(c)(3) of the U.S. Internal Revenue Code and any limitations in the Articles of Incorporation and By-Laws relating to action required or permitted to be taken or approved by the members, if any, of the HSFE, the activities and affairs of the HSFE shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
4.10 Duties. It shall be the duty of the Directors to: (a) Perform any and all imposed on them collectively or individually by law, by the Articles of Incorporation of the HSFE, or by these By-Laws. (b) Appoint and remove, employ and discharge, and, except as otherwise provided in these By-Laws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the HSFE. (c) Supervise all officers, agents and employees of the HSFE to assure that their duties are performed properly. (d) Meet as such times and places as required by the By-Laws. (e) Register their addresses with the Secretary of the HSFE, and notices of meetings mailed or faxed to them at such addresses shall be valid notices thereof.
ARTICLE FIVE GENERAL PROVISIONS RELATING TO MEETINGS
5.01 Notice. Whenever by law, the Articles of Incorporation, of these By-Laws, notice is required to be given to any Director and no provision is made as to the manner in which such notice shall be given, it shall be construed to mean that notice may be given either (a) in person, (b) in writing, by mail, (c) by telecopy, or similar means, or (d) by any other method permitted by law. Any notice required or permitted to be given hereunder (other than personal notice) shall be addressed to such Director at his address as it appears on the books of the HSFE or at such other place as that Director is known to be at the time notice is mailed or transmitted. Any notice required or permitted to be given by telegram, telex, cable, telecopy, or similar means shall be deemed to be delivered and given at the time transmitted.
5.02 Waiver of notice. Whenever by law, the Articles of Incorporation, or these By-Laws, any notice is required to be given to any Director of the HSFE, a waiver thereof in writing signed by the person or persons entitled to notice, whether before or after the time notice should have been given, shall be equivalent to the giving of notice. Attendance of a Director at a meeting shall 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 on the ground that the meeting is not lawfully called or convened.
5.03 Telephone and Similar Meeting. Directors may participate in and hold a meeting by means of a conference telephone or similar communications equipment by means of which persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the 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.
ARTICLE SIX OFFICERS, DIRECTORS, AND OTHER AGENTS
6.01 Number; Titles; Election; Term. The HSFE shall have a Chairman, one Vice Chairman, a Secretary, Treasurer, Sergeant-at-Arms and such other officers as the Board of Directors may deem desirable. Each officer and agent shall hold office until his successor has been elected or appointed and qualified, or, if earlier, at his death, resignation, or removal; provided, however, such term shall be staggered and not exceed three (3) years.
6.02 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in the judgment of the Board of Directors the best interests of the HSFE will be served thereby, but such removal shall be without prejudice to the contact rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
6.03 Vacancies. Any vacancy occurring in any office of the HSFE (by death, resignation, removal, or otherwise) may be filled by the Board of Directors.
6.04 Authority. Officers shall have such authority and perform such duties in the management of the HSFE as are provided in these By-Laws of as may be determined by resolution of the Board of Directors not inconsistent with these By-Laws.
ARTICLE SEVEN COMMITTIES AND APOINTMENTS
7.01 Committees. The Chairman, with the approval of the Board of Directors, may appoint committees as necessary to carry on the business of the Association. No such committee shall have the authority of the Board of Directors. The appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed on it or him by law. The Committee shall have periodic verbal and/or written reports as directed by the Chairman. The written reports shall be provided to the HSFE Secretary as a matter of record.
7.02 Term of Office. Each member of a committee shall continue as such for one year from the creation of the committee or until the committee is abolished by the vote of the Board of Directors.
7.03 Appointments. The chairman may appoint members responsible for specific projects and assignments to carry on the business of HSFE. The Member shall serve in the appointment until completion of assignment, termination as a member, or relieved of this appointment by the Chairman or Board of Directors. The appointment of any member and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed on it or him by law. The committee shall have periodic verbal and/or written reports as directed by the Chairman. The written reports shall be provided to the HSFE Secretary as a matter of record.
ARTICLE EIGHT OPERATIONS
8.01 Execution of Documents. Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed by the Chairman and Secretary (or other persons designated by the Board of Directors), pursuant to the general authorization of the Board.
8.02 Loans to Management and Members. The HSFE shall not make any loans to any of the Directors, Officers, or Members.
8.03 Amendments. The power to alter, amend, or adopt new By-Laws is vested in the Board of Directors. The Members may recommend changes or adoption of new By-Laws to the Board of Directors.
8.04 Fiscal Year. The fiscal year for HSFE will be January 1st to December 31st.
8.05 Audit. The HSFE shall have an annual audit to be completed by the Board of Directors or their designated representative(s) of each year for the previous fiscal year.
8.06 Books and Records. The HSFE shall keep correct and complete books and records of account, minutes from the proceedings of the Board of Directors and membership and shall keep at its registered office or principle place of business, or at the office of its transfer agent or register, a record of its Directors and Members, giving the names and addresses of all Directors and Members.
8.07 Indebtedness and Expenditures. No Director, Officer, and Member shall make any expenditure of HSFE funds nor incur any debt on its behalf, nor incur any debt or obligation or enter into any contract on HSFE’s behalf unless authorized by the Board of Directors or as provided by the By-Laws.
ARTICLE NINE INDEMNIFICATION
9.01 Authorization.
A.) In the event that any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, civil suit or preceding, administrative or investigative, seeks indemnification from the HSFE against expenses (including attorney’s fees), and in the case of actions other than those by or in the right of HSFE, judgments, fines and amounts paid in settlement, incurred by such person in connection with such action, suit or preceding by reason of the fact that such person is or was a Director, officer, employee or agent of the HSFE then, unless such indemnification is ordered by a court, the HSFE shall determine or cause to be determine in the manner in accordance with the laws of the State of Texas whether or not indemnification has met the applicable standards of conduct set forth by the laws of the State of Texas and, to the extent that it is determined that such indemnification is proper, the person claiming such indemnifications hall be indemnified.
B.) Expenses, including attorney’s fees, incurring in defending any action, suit, or proceeding referred to in Paragraph A of this Section, may be paid by HSFE in advance of the final disposition of such action, suit or proceeding as authorized by HSFE in accordance with the laws of the State of Texas (i) upon receipt by HSFE of a written affirmation by the Director, officer, employee or agent of his/her good faith belief that he/she has met the standard of conduct necessary for indemnification under the laws of the State of Texas, (ii) upon receipt by the HSFE of a written undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the HSFE as authorized in this Article and (iii) upon a determination that the facts then known to those making the determination would not preclude indemnification under this Article or under the laws of the State of Texas.
9.02 Insurance. HSFE, to the extent permitted by the laws of the State of Texas, may purchase and maintain insurance on behalf of any person who is or was a Director or officer of the HSFE.
ARTICLE TEN MISCELLANEOUS PROVISIONS
10.01 Reserves. There may be created by the Board of Directors out of funds of the HSFE legally available therefore a reserve or reserves which the majority of Directors from time to time, in their discretion, consider proper to provide for contingencies or for any other purpose the Board of Directors shall consider beneficial to the HSFE, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.
10.02 Rules of Procedure. The proceedings and business of the Board of Directors and Membership shall be governed by Robert’s rules of Parliamentary Procedure, unless otherwise provided herein.
10.03 Seal. The seal, if any, of the HSFE shall be approved from time to time by the Board of Directors. If the Board of Directors approves the seal, the affixation of the seal shall not be required to create a valid and binding obligation against the HSFE.
10.04 Resignation. A Director, officer, or agent may resign by so stating at any meeting of the Board of Directors or by giving written notice to the HSFE. The effective time of this resignation shall be any time specific in the statement made at the Board of Directors’ Meeting or in the written notice given to the HSFE, but in no event may the effective time of such resignation be prior to the time such statement is made or such notice is given. If non-effective time is specified in the resignation, the resignation shall be effective immediately. Unless a resignation specifies otherwise, it is effective without being accepted.
10.05 Dissolution of HSFE. Upon the dissolution of HSFE the Directors shall, after paying or making provision for the payment and satisfaction of all liabilities and obligations of the HSFE, distribute all of the assets of the HSFE to such organization or organizations organized and operated exclusively for charitable or educational purposes and which qualify as exempt organizations under Section 501(c)(3) of the Code for public purposes as the Directors shall determine and pursuant to a plan distribution adopted as provided in the Texas Non-Profit Corporation Act.
10.06 Duties. All Directors, Officers, and Committees shall perform duties as set forth in their respective job descriptions. These individuals and members shall follow procedures approved by the Board of Directors when accomplishing their duties.
10.07 Invalid Provisions. If any provisions of these By-Laws is held to be illegal, invalid, or unenforceable under present or future laws, that provision shall be fully severable; these By-Laws shall be construed and enforced as if that illegal, invalid, or unenforceable provision had never comprised a part hereof; and the remaining provision or by its severance here-from. Furthermore, in lieu of that illegal, invalid, or unenforceable provision there shall be added automatically as a part of these By-Laws a provision as similar in terms to that illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. The undersigned, the Chairman and Secretary of the HSFE, hereby certify that the foregoing By-Laws were adopted by the Board of Directors of the Hispanic Sports Foundation for Education, Inc. as of the 26th day of March, 2006.
