TEXAS COALITION FOR QUALITY ARTS EDUCATION BY-LAWS
a Texas Non-Profit Corporation
Approved January 3, 1997 by Board of Directors.
Section 1.01. Principal Office.
The principal office of the Corporation in the State of Texas shall be located in the City of Houston, County of Harris. The Corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
Section 1.02. Registered Office and Registered Agent.
The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
Section 2.01. Organizational Purposes.
The Corporation is organized exclusively for educational purposes, such as providing the citizens of Texas with fine arts education that reaches beyond the intrinsic to help them develop self-discipline and the cooperation and self-motivation skills necessary to fostering self-esteem and success in life. The corporation is established as a permanent organization in Texas seeking to enrich the local community through activities promoting quality arts education for all. The Corporation may engage in any activities, which further its purpose. No part of the net earnings of the Corporation shall insure to the benefit of any Director of the Corporation, officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no Director or officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporation assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaigning on behalf of any candidate for public office. Not withstanding any other provision of these Bylaws, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501 (c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(3) of the Internal Revenue Code and Regulations, as they now exist or as they may hereafter be amended. Upon dissolution of the or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or they may hereafter be amended.
Section 3. 0 1. Corporation.
The Corporation shall have no voting members.
Section 3.02. Membership.
Active membership shall be open to any organization or individual engaged in arts activities that support arts education and the purposes of the Texas Coalition for Quality Arts Education.
Section 3.03. Contributions/Structure.
An annual contribution structure will be established by the Board of Directors and posted at the beginning of each fiscal year.
ARTICLE FOUR–BOARD OF DIRECTORS
Section 4.01. General Powers.
The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of Texas. Each member organization may delegate one representative to serve on the Board of Directors.
Section 4.02. Number, Tenure and Qualifications.
The number of Directors shall be not less than three (3) nor more than twenty-five (25). Members may serve a term of four (4) years or less and may serve successive terms as approved by the Board of Directors and membership organization of said Director.
Section 4.03. Regular Meetings.
The Board of Directors shall provide for by resolution the time and place, either within or without the State of Texas, for the holding of the regular bi- monthly meetings of the Board, and may provide by resolution the time and place for holding of additional meetings of the Board, without other notice than such resolution. However, there shall never be less than one annual meeting of the Board of Directors.
Section 4.04. Annual Meetings.
Beginning in 1996 an annual meeting of the Board of Directors shall be held at the date, time and place determined by the Board of Directors.
Section 4.05. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the Chair, or any two Directors. The person or persons authorized to call special meetings of the Board may pick any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them.
Section 4.06. Meetings Utilizing Electronic Media.
Members of the Board of Directors or members of any committee designed by the Board of Directors may participate in and hold a meeting of the Board or committee, respectively, by means of conference telephone or similar communication equipment, provided that all persons participating in such a meeting shall constitute presence in person at such meeting, except where a person participate in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully created.
Section 4.07. Notice.
Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by oral or written notice delivered personally or sent by mail, telegram, facsimile or messenger to each Director at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United State mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver or notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Section 4.08. Quorum.
A majority of the Board of Directors, but never less than three (3) shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a quorum of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 4.09. Manner of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 4.10. Vacancies.
Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the appointment by the Chair subject to the approval of the Board of Directors. A Director elected to fill a vacancy shall be elected for the un-expired term of his or her predecessor in office. However, vacancies need not be filled unless such a vacancy would result in fewer than three directors remaining on the board.
Section 4.11. Compensation.
Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation thereof.
Section 4.12. Informal Action by Directors.
Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by a sufficient number of Directors as would be necessary to take that action at a meeting at which the Directors were present and voted. Each such written consent shall be delivered, by hand or certified or registered mad, return receipt requested, to the Secretary or other officer or agent of the Corporation having custody of the Corporation’s minute books. A written consent signed by less than all of the Directors is not effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required by this Article, a consent or consents signed by the required number of Directors is delivered to the Corporation as provided in the Article. For purposes of this Article, a telegram, telex, cablegram, or similar transmission by a Directors or a photographic, photo static, facsimile, or similar reproduction of a writing signed by a Director shall be regarded as signed by the Director.
Section 4.13. Resignation.
Any Director may resign by giving written notice to the Chair. The resignation shall be effective at the next called meeting of the Board of Directors, of which meeting the resigning Director shall receive notice.
Section 4.14. Removal.
Any Director may be removed with or without cause by a two- thirds (213) majority of the remaining Directors or by the organization represented by that Director.
Section 4.15. Indemnification.
The Corporation may indemnify and advance reasonable expenses to directors, officers, employees, and agents of the Corporation to the fullest extent required or permitted by Article 2.22A of the Texas Non-Profit Corporation Act, subject to the restrictions, if any, contained in the Corporation’s Articles of Incorporation. The Corporation shall have the power to purchase and maintain at its cost and expense insurance on behalf of such persons to the fullest extent permitted by article 2.22 A of the Texas Non-Profit Corporation Act.
Section 5.01. Officers.
The officers of the Corporation shall be a Chair, Chair pro-tem, one or more Vice Chairs, (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of Chair and Secretary.
Section 5.02. Election and Term of Office.
The officers of the Corporation shall be elected biannually by the Board of Directors at the regular meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified.
Section 5.03. Removal.
Any officer elected or appointed by the Board of Directors may be removed with or without cause by a majority vote of the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 5.04. Vacancies.
A vacancy in any office because of death, resignation, disqualification, or otherwise, may be filled by the Board of Directors for the un-expired portion of the term.
Section 5.05. Chair.
The Chair shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. He or she shall preside at all meetings of the Board of Directors. The Chair may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general he or she shall perform all duties as may be prescribed by the Board of Directors from time to time, including participating in various committee meetings as a member or chairperson thereof. He or she shall also be responsible for informing the Board of Directors of possible programs, meetings, and functions of the corporation. The Chair, with the approval of the Board of Directors, shall appoint a Chair Protem who shall attend all Board of Directors meetings and be responsible for assuming the Chair’s duties in the event the Chair is unable to do so or in the event of a vacancy. The Chair shall fill by appointment any vacancy in the Board of Directors. The Chair shall represent the TCQAE or appoint an alternate for relevant meetings of the State Board of Education, public meetings of policy-making bodies, and any national meeting deemed pertinent to the welfare of arts education in Texas. The Chair shall delegate assistants to authorities in the execution of TCQAE business.
Section 5.06. Treasurer
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He or she shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; he or she shall keep proper books of account and other books showing at all times the amount of funds and other property belonging to the Corporation, all of which books shall be open at all times to the inspection of the Board of Directors; he or she shall also submit a report of the accounts and financial condition of the Corporation at each annual meeting of the Board of Directors; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time maybe assigned to him or her by the Chair or by the Board of Directors.
Section 5.07. Secretary.
The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose: give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the Corporation records and of the seal of the Corporation, and affix the seal of the Corporation to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chair or Board of Directors. The Board of Directors and Officers shall give bonds of the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurer and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the Chair or the Board of Directors.
Section 6.01. Appointment.
The Board of Directors shall appoint members of committees established by the Board of Directors. The Board of Directors shall appoint the Chairperson of each committee. These committees shall perform such functions and make such reports as the Chair or Board of Directors shall determine. Both Directors and members of the, Advisory Board may serve on all committees except the Executive Committee.
Section 6.02. Committees of Directors.
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more persons, a majority of whom are Directors, which committees, to the extent provided in said resolution shall have and exercise the authority in the management of the Corporation of the Board of Directors. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the Bylaws; electing appointing, or removing any member of any such committee or any Director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another Corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and delegation thereof of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him or her by law.
Section 6.03. Executive Committee.
The Board of Directors may from among its members appoint an Executive Committee consisting of the officers and any additional members as deemed necessary by the Board to serve at the pleasure of the Board. The Chair, unless absent or otherwise unable to do so, shall preside as Chairperson of the Executive Committee. The Committee shall meet at the call of the Chair or Board of Directors, or any two (2) members of the Committee, and shall have and may exercise when the Board of Directors is not in session the power to perform all duties, of every kind and character, not required by law or the charter of the Corporation to be performed solely by the Board of Directors. The Executive Committee shall have authority to make rules for holding and conducting of its meetings, keep records thereof and regularly report its actions to the Board. A majority but never less than three of the members of the Committee in office shall be sufficient to constitute a quorum at any meeting of the Committee, and all action taken at such a meeting shall be by a majority of those present, all acts performed by the Executive Committee in the exercise of its aforesaid authority shall be deemed to be, and may be certified as, acts performed under authority of the Board of Directors. Vacancies in the Executive Committee shall be filled by appointment by the Board of Directors. All actions of the Executive Committee shall be recorded in writing in a minute book kept for that purpose and a report of all action shall be made to the Board of Directors at its next meeting. The minutes of the Board of Directors shall reflect that such a report was made along with any
action taken by the Board of Directors with respect thereto.
Section 6.04. Nominating Committee.
The Chair shall, with thirty (30) days advance notice to the Board of Directors, appoint the members of the Nominating Committee created by the Board of Directors. The members shall be members of the Board of Directors and Advisory Board appointed to nominate candidates for officers and directors. Additional nominations may be made by Directors at the annual meeting. The Chair shall not serve on this committee.
Section 6.05. Advisory Board.
The function and purpose of the Advisory Board shall be to advise the Board of Directors on manners relating to the purpose of the organization and to suggest projects which the Corporation may undertake.
Section 6.06. Other Committees.
Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designed by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, the Chair of the Corporation shall appoint the members of each such committee. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal. Members of such committee or committees may, but need not be, Directors.
Section 6.07. Term of Office.
Each member of a committee shall continue as such until the next annual meeting of the members of the Board of Directors and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 6.08. Chairperson.
One member of each committee shall be appointed chairperson by theperson or persons authorized to appoint the member thereof.
Section 6.09. Vacancies.
Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointments.
Section 6.10. Quorum.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall; be the act of the committee.
Section 6.11. Rules.
Each committee may adopt rules for its government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
Section 6.12. Committee Dissolution.
The Board of Directors may, in its sole discretion, dissolve any Committee with or without cause. Except for the Executive C Committee, such dissolution shall require approval by a majority of the quorum. The Executive Committee shall only be dissolved by approval of two-thirds (2/3) or more of all members of the Board of Directors.
ARTICLE SEVEN–CONTRACTS, CHECKS, DEPOSITS, AND GIFTS
Section 7.01. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents, of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and behalf of the Corporation.
Such authority may be general or confined to specific instances.
Section 7.02. Checks and Drafts, Etc.
All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an assistant Treasurer and countersigned by the Chair or Chair Pro-tem of the Corporation.
Section 7.03. 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 7.04. 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.
ARTICLE EIGHT–BOOKS AND RECORDS
Section 8.01. Books and Records.
The Corporation shall keep correct and complete books and records of account of the activities and transactions of the Corporation including, a minute book which shall contain a copy of the Corporation’s application for tax-exempt statue (IRS FORM 1023), copies of the organization’s IRS information and/or tax returns (For example, Form 990 and all schedules thereto), and a copy of the Articles of Incorporation, Bylaws, and Amendments. The Corporation shall also keep minutes of the proceedings of its Board of Directors and any committee having the authority of the Board of Directors. All books and records of the Corporation may be inspected by any Director or his or her agent or attorney for any proper purpose at any reasonable time. Representatives of the Internal Revenue Service may inspect these books and records as necessary to meet the requirements relating to federal tax form 990. All financial records of the Corporation shall be available to the public for inspection and copying to the fullest extent required by law.
ARTICLE NINE–FISCAL YEAR
Section 9.01. Fiscal Year.
The fiscal year will be from September I to August 3 1.
Section 10.01. Seal.
The Board of Directors may authorize a corporate seal.
ARTICLE ELEVEN–WAIVER OF NOTICE
Section 11.01. Waiver of Notice.
When ever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time therein, shall be deemed equivalent to the giving of such notice.
ARTICLE TWELVE–AMENDMENTS TO BYLAWS
Section 12.01. Amendments to Bylaws.
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least one day’s written notice is given of an intention to alter, amend, or repeal these Bylaws or to adopt new Bylaws at such meeting.
ARTICLE THIRTEEN–AMENDMENTS TO ARTICLES
Section 13.01. Amendments to Articles.
The Articles of Incorporation of the Corporation may, to the extent allowed by law, be altered, amended, or restated and new Articles of Incorporation may be adopted by a two-thirds (2/3) majority of the Directors present at any regular meeting or at any special meeting, if at least one day’s written notice is given of an intention to alter, amend, or restate the Articles of Incorporation or to ado t new Articles of Incorporation at such meeting.
IN WITNESS WHEREOF, I have hereunto set my hand, this 19th day of July, 1997.
– James M. Clarke