(New 2/23/95; Amended 12/4/95;
Amended 12/6/04; Amended 12/2/09)
BY-LAWS
OF
ARTICLE I.
OFFICES
The
principal office of the Corporation shall be located in the
The
Corporation shall have and continuously maintain at the address given above a
registered office, and a registered agent whose office is identical with such
registered office, as required by the Texas Non-Profit Corporation Act. The address of the registered office may be
changed by the Board of Directors, if they deem such change to be necessary and
desirable.
ARTICLE II
MEMBERS
SECTION
1. The Corporation shall have only one
class of member and the members of the Corporation shall be all active members
of
SECTION
2. Each member shall be entitled to one
vote on each matter submitted to a vote of the members.
ARTICLE III
MEETING OF MEMBERS
SECTION
1. An annual meeting of the members
shall be held as a part of the annual Charge/Church Conference of
Fredericksburg United Methodist Church, for the purpose of electing directors
and for the transaction of such other business as may come before the meeting. If the election of directors shall not be
held on the day designated herein for any annual meeting, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a
special meeting of the members as soon thereafter as convenient.
SECTION
2. Special meetings of the members may
be called by the President of the Board of Directors.
SECTION
3. Such annual meetings shall be held in
SECTION
4. Written or printed notice stating the
place, day and hour of any meeting of members shall be delivered, either
personally or by mail, to each member entitled to vote at such meeting, not
less than ten (10) nor more than fifty (50) days before the date of such
meeting, by or at the direction of the President, of the Secretary, or the
officers or persons calling the meeting.
In case of a special meeting or when required by statute or by these
By-Laws, the purpose of purposes for which the meeting is called shall be
stated in the notice. If mailed the
notice of the meeting shall be deemed to be delivered when deposited in the
SECTION
5. The members present at a properly
called meeting of this Corporation shall constitute a quorum at such meeting.
ARTICLE IV
BOARD OF DIRECTORS
SECTION
1. The business and affairs of the
Corporation shall be managed by its Board of Directors who may exercise all
such powers of statute or by the Articles of Incorporation or by these By-Laws
directed or required to be exercised or done by the members. Directors need not be residents of
SECTION 2.
The Board of Directors shall consist of eleven (11) directors, all of
whom except the pastor shall be members of FREDERICKSBURG UNITED METHODIST
CHURCH FOUNDATION, INC. The pastor in
charge of
SECTION
3. The members of the Board of Directors
other than the pastor in charge shall be elected at the annual meeting of the
members, except as hereinafter provided, and each voting director elected shall
hold office until his successor shall be elected and shall qualify.
SECTION
4. Voting Directors of the
Fredericksburg United Methodist Church Foundation, Inc. shall be nominated by
the Committee on Lay Leadership of Fredericksburg United Methodist Church or
the committee’s successor, or nominated from the floor of the annual meeting of
the Foundation. The directors succeeding
the first elected Board of Directors shall serve for terms of five (5) years
each, with two (2) directors being elected at each annual meeting of
members. The service of all directors
shall end on December 31st of the last year of their term of
office. Newly elected directors shall
assume office on January 1st following the year of their
election. No director may be eligible
for election by the members to more than two successive terms of office except
for a Director serving for less than two years after election or appointment.
SECTION 5. The Board of Directors shall meet each
January for the purposes of organizing and electing their officers (see Article
V, Section 2) at the Fredericksburg United Methodist Church, 1800 N. Llano,
Fredericksburg, Texas. The Board of
Directors may provide by resolution the time and place, within
SECTION
6. Special
meetings of the Board of Directors may be called by or at the request of the
President or any two Directors. The
person or persons authorized to call special meetings of the Board may fix any
place, within
SECTION
7. Notice of any special meeting of the
Board of Directors shall be given at least five days previously thereto by
written notice delivered personally or sent by mail or telegram to each
director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be
delivered when deposited in the
SECTION
8. A majority of the Board of Directors
shall constitute a quorum for the transaction of business at any meeting of the
Board; but if less than a majority of the directors are present at said
meeting, a majority of directors present may adjourn the meeting from time to
time without further notice.
SECTION
9. 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 By-Laws.
SECTION
10. Any vacancy occurring in the Board
of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.
SECTION
11. Directors as such shall not receive
any stated salaries for their services but nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
SECTION
12. The Corporation shall indemnify, to the extent hereafter provided, any
director, officer, agent or employee of the Corporation, any former director,
officer, agent or employee of the Corporation, and any person who may have
served at the Corporation’s request as a
director, officer, agent or employee of another corporation or person.
The indemnification shall be against expenses actually and necessarily
incurred by such person, and any amount paid in satisfaction of judgments in
connection with any action, suit or proceeding (whether civil or criminal),
other than an action by or in the right of the Corporation, in which he is made
a party by reason of being or having been a director, officer, agent, or
employee (whether or not such at the time the costs or expenses are incurred by
or imposed on him) except in relation to matters as to which he shall be
adjudged in such action, suit or proceeding to be liable for gross negligence,
willful misconduct or criminal acts in the performance of duty. The Corporation may also reimburse to any
such person the reasonable costs of settlement of any such action or
proceeding, if it is found by a majority of the committee of the directors not
involved in the matter (whether or not a quorum) that it was to the interest of
the Corporation to made such settlement and that such person was not guilty of
gross negligence or willful misconduct.
These rights of indemnification and reimbursement shall not be exclusive
of any other rights to which such person may be entitled by law, by-law, agreement,
shareholders’ vote, or otherwise.
The
indemnification herein provided shall inure to the heirs, executors and
administrators of any individual entitled to indemnification under this
Article.
The
Corporation may purchase and maintain insurance on any individual who is or was
a Trustee or officer of the Corporation or as or was serving at the request of
the Corporation as a director, officer, employee, trustee or agent or any other
person against any liability incurred by him in any such position, or arising
out of his status as such, whether or not the Corporation would have the power
in indemnify him against such liability under the above provision of this
Article.
ARTICLE V
OFFICERS
SECTION
1. The officers of the Corporation shall
be a President, a Vice-President, 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 President
and Secretary.
SECTION
2. The officers of the corporation shall
be elected annually by the Board of Directors at the regular annual 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 possible.
New offices may be created and filled at any meeting of the Board of
Directors. Each officer shall hold
office until his successor shall have been duly elected and shall have
qualified.
SECTION
3. Any officer elected or appointed by
the Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
officer so removed.
SECTION
4. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by
the Board of Directors for the unexpired portion of the term.
SECTION
5. The President 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 shall preside at all meetings of the
members and of the Board of Directors.
He 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 with 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 By-Laws or by statue
to some other officer or agent of the Corporation; and in general he shall
perform all duties incident to the office of President and such other duties as
may prescribed by the Board of Directors from time to time.
SECTION
6. In the absence of the President or in
the event of his inability or refusal to act, the Vice-President (or in the
event there be more than on Vice-President, the Vice-Presidents in the order of
their election) shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. Any Vice-President shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.
SECTION
7. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine. He 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 Article VII of the
By-Laws; and in general perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
SECTION
8. The Secretary shall keep the minutes
of the meetings of the members and of the Board of Directors in one or more
books provided for that purpose; see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed 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 By-Laws; keep a register of the post
office address of each member which shall be furnished to the Secretary by such
member; 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 by the
President or by the Board of Directors.
ARTICLE VI
COMMITTEES
SECTION 1.
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 directors, which committees, to the extent
provided in said resolution, shall have and exercise the authority of the Board
of Directors in the management of the Corporation; provided, however, that no such committees
shall have the authority of the Board of Directors in reference to amending,
altering or repealing the By-Laws; selecting, 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 therefor; 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 the delegation
thereto of authority shall not operate to relieve the Board of Directors, or
any individual director, of any responsibility imposed upon it or him by law.
SECTION 2. Other committees not having and
exercising the authority of the Board of Directors in the management of the Corporation
may be designated 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, members of each such committee shall be members of the Corporation,
and the President of the Corporation shall appoint the members thereof. Any members 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.
SECTION 3.
Each member of a committee shall continue as such until the next annual
meeting of the members of the Corporation and until his 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 4.
One member of each committee shall be appointed chairman by the person
or persons authorized to appoint the members thereof.
SECTION 5.
Vacancies in the membership of any committee may be filled by the
appointments made in the same manner as provided in the case of the original
appointments.
SECTION 6.
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 7.
Each committee may adopt rules for its own government not inconsistent
with these By-Laws or with rules adopted by the Board of Directors
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
SECTION 1.
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
By-Laws, 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.
SECTION 2.
All checks, drafts or orders for the payment or money, notes or other
evidences 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 President or a
Vice-President of the Corporation.
SECTION 3.
All funds of the Corporation shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies, stocks, bonds, funds
or other depositories as the Board of Directors may select.
SECTION 4.
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 VIII
ALLOCATION OF FUNDS
SECTION 1.
All gifts, grants, devises and bequests which are not given for specific
purposes shall be invested as the Board of Directors may determine. Not more than ninety percent (90%) of the
income derived therefrom shall be used for corporate purposes and the
remainder, at the sole discretion of the Board of Directors, may be distributed
for the use and benefit of the
SECTION 2.
All gifts, grants, devises and bequests which are made for specific
purposes shall be used only for such purposes as stated by the donor. As with the non-specified gifts, all
specified gifts, grants, devises and bequests shall be invested as the Board of
Directors may determine. Not more than
ninety percent (90%) of the income there from derived shall be used only for
the “specific purpose” specified by the donor, with the principal of such
gifts, grants, devises and bequests and the remainder of the income therefrom
held for production of income and not otherwise used.
ARTICLE IX
BOOKS AND RECORDS
The
Corporation shall keep correct and complete books and records of account and
shall also keep minutes of the proceedings of its members, Board of Directors
and committees having any of the authority of the Board of Directors, and shall
keep at the registered or principal office a record giving the names and
addresses of the members entitled to vote.
All books and records of the Corporation may be inspected by any member
or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE X
FISCAL YEAR
The
fiscal year of the Corporation shall begin on the first day of January and end
the last day of December in each year.
ARTICLE XI
SEAL
The
Board of Directors shall provide a corporate seal, which shall be in the form
of a circle and shall have inscribed thereon the name of the Corporation and
the words “Corporate Seal Texas”.
ARTICLE XII
WAIVER OF NOTICE
Whenever
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 by
the By-Laws of the Corporation, a waiver thereof in writing signed by the
persons or persons entitled to such notice whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS TO BY-LAWS
These
By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a
majority of the members of FREDERICKSBURG UNITED METHODIST CHURCH FOUNDATION,
INC., present at any regular meeting or special meeting of the members of said
Corporation.
ADOPTED
AND ACCEPTED on this _____ day of September, 1986, by the Board of Directors of
FREDERICKSBURG UNITED METHODIST CHURCH FOUNDATION, INC., pursuant to Article
2.09 of the Texas Non-Profit Corporation Act.
_________________________________ ______________________________
William E. White Frederick
B. Waters
_________________________________ ______________________________
Kenneth Sultemeier Lanell
Langerhans
_________________________________ ______________________________
Carl Houy Richard Hoerster
_________________________________
E. Allen Daigle
I,
______________________________________, Secretary of FREDERICKSBURG UNITED
METHODIST CHURCH FOUNDATION, INC. do hereby certify that the above and
foregoing is the complete set of By-Laws of said FREDERICKSBURG UNITED
METHODIST CHURCH FOUNDATION, INC., adopted by the Board of Directors of said
Corporation on this the _____ day of September, 1986.