1.01 Principal Office
The principal office of the Institute of Hispanic Culture of Houston, Inc. (hereinafter referred to as “the Corporation”) in the State of Texas shall be located in the city of Houston, Harris County. The Corporation may have such other offices, within the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
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 is identical with such registered office, as required by the Texas Non-profit Corporation Act. The Registered Office shall be identical with the principal office of the Corporation in the State of Texas. The Board shall appoint the President-Elect as a Registered Agent of the Corporation for a three (3) year term, that is, while serving as President-Elect, President and Past-President. The Registered Agent must be an officer or member of the Board of Directors. A Registered Agent of the IHC must be replaced at such time the Registered Agent is no longer an Officer of the Board of Directors. In case of a conflict, the Registered Agent can be changed by a majority vote of the members of the Board of Directors.
ARTICLE II CORPORATE PURPOSE
The purpose of the Corporation shall include all lawful purposes as permitted under the Texas Non-profit Corporation Act, including charitable, educational and scientific purposes, and including furtherance of such purposes by granting scholarships to needy and talented high school and college students pursuing any discipline. Additionally, the making of distributions to organizations that qualify under section 501 (c) (3) of the Internal Revenue Code of 1986, or as amended from time to time, and the establishing of a separate Non-profit foundation under the laws of the State of Texas and the Internal Revenue Code of 1986, as amended from time to time; as well as to promote and disseminate Hispanic Culture.
ARTICLE III CORPORATE POLICY
The Corporation shall be non-profit and non-partisan. It shall not endorse any Church or Religion, or the election of any candidate for public office. It shall not endorse the platform of any Political Party or engage, directly or indirectly in partisan politics. The Corporation shall not discriminate on the basis of race, ethnic origin, sex, religion, or disability in its qualifications for Membership or office-holding or in its employment policies or in admission to any of its educational Activities.
MEMBERSHIP AND DONATION CATEGORIES
4.01 Classes of Members and Contributors
The Corporation shall have the following classes of Members (collectively, the “Members” or a “member”): 1. Founding Members; 2. Underwriter Member; 3. Benefactor Member; 4. Honorary Members; 5. Sponsor Members; 6. Patron Members; 7. Family Members; 8. Individual Members; 9. Student Members; and 10. Fellow Members.
4.02 Founding Members
Persons who acted as incorporators of this Corporation and are listed as such in its Articles of Incorporation and all other persons who became voting members of this Corporation prior to November 15, 1966, but have no voting rights unless they elect to pay dues in any category other than “Student”.
4.03 Honorary Members
An individual may be nominated for Honorary Membership by any member of the Board of Directors. Upon nomination, the President shall place the nomination on the agenda for vote at the next meeting of the Board of Directors. Said individual may only become a member when his/her application for membership has been approved by affirmative vote of two-thirds (2/3) of the Board of Directors present at any meeting of the Board of Directors.
4.04 Patron Members
Persons whom the Board of Directors may elect to this class of membership and who pay annual “Patron” membership dues.
4.05 Family Members
Persons whom the Board of Directors may elect to this class of membership and who pay annual “Family” membership dues.
4.06 Individual Members
Persons whom the Board of Directors may elect to this class of membership and who pay annual “Individual” membership dues.
4.07 Student Members
Any full-time high school or college student enrolled in an established educational institution, whom the Board of Directors may elect to this class of membership and who pay annual “Student” membership dues, and have no voting rights.
4.08 Fellow Members
Persons who have been awarded scholarships by the corporation. Membership as Fellows of the Institute shall expire on the first anniversary of such membership. Fellows of the Institute have no voting rights unless they elect to pay dues in any category other than “student”.
4.09 Underwriter Contributors
Persons or Institutions whom the Board of Directors may elect to this class of membership and who have made contributions in the form of cash, real estate, artistic objects, or any form of endowment valued at $5,000.00 or more per contribution.
4.10 Benefactor Contributors
Persons, Business Corporations or Institutions whom the Board of Directors may elect to this class of membership and who have made contributions in the form of cash, real estate, objects of art or any form of endowment valued at $3,500.00 or more per contribution.
4.11 Sponsor Contributors
Persons, Business Corporations or Institutions whom the Board of Directors may elect to this class of membership and who will donate a minimum of $1,000.00 to any of the programs of the Institute.
4.12 Election of Members
Candidates for Membership may become Members when their applications has been approved by the Board of Directors and payment of applicable membership fees has been made.
4.13 Termination of Members
The Board of Directors, by a two–third (2/3) majority, can suspend or expel a member for a justifiable cause, after an appropriate hearing, before the Board, in which such member is afforded due process, including the right to face and cross examine the person(s) seeking his expulsion, at any Regular or Special Meeting of the Board.
Any member may resign by filing a written resignation with the Secretary. Such resignation shall not relieve the member of the obligation to pay any dues, assessment, or other charges theretofore accrued and unpaid, nor entitle the member to receive any refund of dues which he shall have paid.
Upon request by a Board member, the Board of Directors may approve the reinstatement of any ex-member, who shall become member, after payment of applicable membership fee.
4.16 Transfer of Membership
Membership in this Corporation is not transferable or assignable.
ARTICLE V MEETING OF MEMBERS
5.01 Annual Meeting
The Annual Meeting of the General Membership shall be held the first week of January of each year, at the Corporation Headquarters, or at such time and place as may be designated by the Board of Directors. The purpose of the Annual Membership meeting shall be the swearing-in (Oath of Office) of the newly elected Officers and Directors, and for the transaction of other business as may come before the meeting.
5.02 Special Meeting
Special Meeting of the General Membership may be called by the President, or at least by one-third (1/3) of the members of the Board of Directors, or at least by one third (1/3) of the General Membership.
5.03 Place of Meeting
Any Annual or Special Meeting of the General Membership shall be held at the Corporate Headquarters, or at any place and time that may be designated by the majority of the Board of Directors, or by one-third (1/3) of the General Membership calling for a Special Meeting, or by the President.
5.04 Notice of Meeting
Written or printed notice stating the place, day and hour of any meeting of the Members shall be delivered, either personally, by mail, or by electronic transmittal, such as, but not limited to fax, e-mail, telephone, telegram, or by the Institute newsletter or monthly bulletin, facsimile, to each member entitled to vote at such meeting, not less than seven (7) nor more than thirty (30) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the persons calling the meeting. In all cases, the purpose or purposes for which the meeting is called shall be stated with reasonable specificity in the notice. All notices shall be effective on receipt by the member to whom it is being given, except by US mail, in which case the notice shall be deemed to have been delivered five (5) days after it has been deposited in the United States mail and sent to the member at his address as it appears on the records of the Corporation. Attendance by a member, whether in person or by proxy, at a Members’ Meeting shall constitute a waiver of notice of such meeting of which he claims not to have received a notice.
Fifteen percent (15%) of the Members qualified to vote either in person or by proxy shall constitute a quorum at any meeting of the Members unless otherwise provided in these Bylaws. If a quorum is not present at any Meeting of Members, a majority of the Members present may adjourn the meeting from time to time without further notice. The Members present at a duly organized meeting may continue to transact business until adjournment, provided there is a quorum present.
Family, Patron and Sponsor members shall be entitled to two (2) votes on matters submitted to a vote. Individual members shall be entitled to one (1) vote. Founding, Honorary, Fellow and Student members shall not have the right to vote; however, all nonvoting members may vote if they pay membership dues in any voting membership category. Institutions or Business Corporations shall have the right to vote, if such Institutions or Business Corporations pay membership dues in any voting membership category and they designate a person or persons in whose name such voting categories shall appear. However, they shall not be entitled to vote when making donations as Underwriters, Benefactors or Sponsors.
At any Meeting of Members, a member entitled to vote may vote by proxy executed in writing by the member or by is duly authorized attorney–in–fact, and delivered to the Secretary in advance of the meeting. No proxy shall be valid for more than three months after the date of its execution nor shall the proxy of any member whose dues has not been paid be valid.
ARTICLE VI BOARD OF DIRECTORS
6.01General Powers and Qualifications
The affairs of the Corporation shall be guided by its Board of Directors. Directors need not to be residents of Texas but must be members in good standing of the Corporation. A Director cannot vote unless his/her annual dues have been paid prior to January 31st of the current year.
6.02 Number and Tenure
The Board of Directors shall consist of a maximum of eleven (11) elected members, each elected for a two-year (2) term. The Board of Directors shall always have an odd number of members. The President has the right to vote in case of a tie, or to make a tie to defeat the motion. The immediate Past President, President–Elect, Secretary, and Treasurer shall be full voting members of the Board. All committee chairpersons shall be ex- officio Members of the Board without the right to vote unless the chairperson is a regular Board member, in which case the chairperson has the right to vote. The term of a Director shall be limited to two (2) consecutive terms. A Director can run for re–election after a three (3) year lapse. The President shall also be Chairman of the Board, and the President-Elect shall be Vice-Chairman. The Terms of the elected Directors shall be staggered so that approximately one half (1/2) of the Directors shall be elected each year.
6.03 Annual Meeting
An Annual Meeting of the Board of Directors shall be held immediately following and at the same place as the Annual Meeting of the Members.
6.04 Regular Meetings
A Regular Meeting shall be held each month, at the corporate headquarters, at such time and place as may be determined by the Board of Directors and subject to the notice provision in Section 6.08 of the By-laws.
6.05 Special Meetings or Emergency Meetings
Special Meetings of the Board of Directors may be called by or at the request of the President, or at least one–third (1/3) of the Directors. The Special Meeting shall be held at the Corporate Headquarters, or at a place in the State of Texas, or as designated by those calling the Special Meeting, always subject to notice provisions as indicated in Section 6.08 of these Bylaws.
In case of an emergency, a special meeting may be called after due notification of the IHC Board of Directors by the most expeditious way of communication as such emergency circumstances may permit.
6.06 Attendance by Board of Directors Representative at Annual, Regular or Special Meetings
Any member of the Board of Directors may appoint a Representative to attend the Annual, Regular, or Special Meetings in his absence, provided the Representative presents a written authorization to the Secretary prior to the date of the meeting, and he is a member of the Corporation.
A designated representative of a member of the Board of Directors, however, shall not be entitled to either vote, participate, or comment on matters discussed at the meeting, except for a purpose of clarification and understanding.
A member may not appoint a representative to more than three (3) consecutive meetings of the Board of Directors. Such appointment and attendance by a representative shall be considered an absence of the Board Member pursuant to section 6.07.
6.07 Absence from Three (3) Consecutive
Regular or Special Board Meeting of the Board of Directors Absence from three (3) consecutive Regular or Special Meetings of the Board of Directors, irrespective of whether or not a Representative of the Board Member attends, shall be construed as a Board Member’s resignation.
6.08 Notice of Meeting
Notice of the Annual, Regular, or Special Meeting of the Board of Directors shall be given at least seven (7) days prior to the date of the meeting by written notice delivered personally, sent by mail, by electronic transmittals such as but not limited to fax, e-mail, telephone, telegram, or by the Institute newsletter or monthly bulletin to each Director at his address as shown by the records of the Corporation, or by telephone. All notices shall be effective on receipt by the Director to whom it is being deposited by the United States mail so addressed. Any Director may waive notice of any Annual, Regular or Special Meeting.
The attendance of a Director at any Annual, Regular, or Special Meeting shall constitute a waiver of notice of such meeting, except where 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. The business to be transacted at and the purpose of any Annual, Regular, or Special Meeting of the Board shall be specified with reasonable specificity in the notice of such meeting.
Unless otherwise specified by the statute or these Bylaws, as the same may be amended from time to time, six members of the Board of Directors, including the President and Chairman of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. The Members present at a duly organized meeting may continue to transact business until adjournment, provided there is quorum present.
6.10 Manner of Acting
The act of a majority of the Directors present at a meeting of the Board of Directors 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 these Bylaws.
6.11 Matters of Procedure of Meetings
The Bylaws of the Corporation shall govern the conduct of all members of the Board of Directors at all Annual, Regular, or Special Meetings in matters of procedure. In those instances where a situation is not specifically addressed by said Bylaws, conduct will be governed by the procedures set forth in the latest edition for the Roberts Rules of Order. These Bylaws expressly incorporate by reference for all purposes the latest edition of the Roberts Rules of Order as of the date of their adoption.
Any vacancies occurring in the Board of Directors shall always be filled by the President and Board of Directors by appointing the person who received the most votes from the candidates running for Directors during last year’s elections, obtaining the names from the official list of election results. The elected Director shall fill the unexpired term of the predecessor in office. In the event that the list is exhausted, then the Board could nominate from the General Membership. In case of a tie in the list of election results, the last name of the candidates in alphabetical order shall be used.
Directors shall not receive any compensation for their services.
The Corporation shall indemnify its past and present Directors and Officers to the fullest extent permitted and in the manner provided by Article 1396–2..2 A of the Texas Non- profit Corporation Act and other applicable law, who was, is, or will be threatened to be made a named defendant or respondent in a proceeding because the persons is or was a Director or Officer, only if it is determined by a majority of the members of the Board of Directors that the person (i) conducted himself in good faith, (ii) reasonably believed that his conduct was in the Corporation’s best interest, if a Director, or that his conduct was at least not opposed to the Corporation’s best interest in all other cases, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.
6.15. Ex-Officio Members
Any Ex-Officio member of the Board of Directors shall not have the right to make any motion or vote in any meeting of the Board of Directors. However, such persons may present or provide information and advise to the Board of Directors as may be requested by the presiding officer or other Board members present at such meeting.
The Officers of the Corporation shall be a President, President–Elect, Past-President, Secretary, and Treasurer, and such other Officers, as may be elected in accordance with the Provisions of this Article. If required by the Board of Directors, all Corporate Officers shall give a performance bond, payable by the Corporation, for the faithful discharge of his duties in such a sum and with such surety or sureties as the Board of Directors shall determine.
7.02 Election and Term of Office of Officers
The President of the Corporation shall be elected for a one (1) year term, by secret ballot, with the option to run for the position of President for the term that starts one year after his term of Past-President has expired.
The Secretary and the Treasurer of the Corporation shall be elected for a one (1) year term, by secret ballot, with a limit of three consecutive years with the option to run for the same position for the term that starts one year after his term of Secretary or Treasurer has expired. A slate of candidate(s) for each position shall be submitted to the General Membership for their election.
Any Officer elected may be removed with cause 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 indemnification protection provided in section 6.14 of the by-laws, if any, of the officers so removed, and shall only occur on the affirmative vote of two–thirds (2/3) of the total number of members of the Board.
A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
The President shall be the principal operating Executive Officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the members and Board of Directors. The President 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 have 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 statues to some other Officer or Agent of the Corporation; and, in general the President shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time. Upon termination of the President’s tenure in office, the President shall become a regular voting member of the Board of Directors for a period of one year.
The President-Elect shall, in the absence of the President or in the event of the President’s inability or refusal to act, perform the duties of the President, and in so acting shall have all of the powers of the President and be subject to all the restrictions imposed upon the President by the By-Laws. The President-Elect shall serve as a President in the next term. If the President-Elect chooses not to act as a President or is unable to act, then the President shall be elected by the General Membership pursuant to election and procedures herein. The President-Elect shall also serve as a voting member of the Board of Directors. The President-Elect shall submit a proposed program and an Operating Budget for the period of the President-Elect’s tenure in office at the November’s meeting of the Board of Directors immediately preceding the President-Elect’s term of office. The President-Elect proposed budget shall be supported by each committee’s budget for the approval of the Board at the January meeting. The President-Elect shall serve as the Registered Agent of Corporation, when appointed by the Board of Directors.
The Secretary shall sign and attest with the President any official document of the Corporation; he/she shall be responsible for keeping all the original corporate records, receipts, documents, and Minutes Book of the Board of Directors meetings. All records shall always remain in the principal office of the Corporation. Any conflict in the discharge of his/her duties shall be referred to the Board of Directors for a final decision. In the event that it is deemed necessary to remove some documents from the office, such records shall be permanently copied in an appropriate and secure data base. Furthermore, the removal of documents from the IHC office shall be approved by the Secretary and the Board of Directors.
The Treasurer and the President shall have charge and custody of and be responsible for all funds and securities of the Corporation from any source whatsoever and deposit all such money instruments in the name of the corporation in depositories selected by the officers of the Board of Directors.
The Treasurer will interact with an accountant contracted by the IHC Board of Directors as needed. The Treasurer should be a member of the Audit committee as directed by the president.
Any conflict in the discharge of his/her duties should be referred to the Board of Directors for a final decision
7.09 The Clerical Secretary
An assistant to the president should be appointed by the Board of Directors. The assistant shall be responsible to the President and the Board of Directors and shall discharge all functions in the orders of the president and/or the Board of Directors. Other individuals can be appointed to assist with the secretarial load of the IHC upon the approval of the Board of Directors.
7.10 A CPA
A CPA appointed by the Board of Directors will manage the forms 990 and 941 as needed and the payroll for the employees and will be in contact with the president.
The CPA shall request the Treasurer to provide him with the payroll information of the employees.
7.11 Officers Performance Bond
The President, President-Elect, Past-President, Secretary and Treasurer, or any other person, when authorized by the Board of Directors to sign checks, receive cash, make bank deposits, signed deeds, mortgages, bonds, contracts, or other instruments, or negotiable documents which the Board of Directors have authorized to be executed, shall give a performance bond, as required by the Board of Directors. Cost of such performance bond shall be paid by the Corporation.
ARTICLE VIII COMMITTEES
8.01 SPECIAL COMMITTEE–FINANCE COUNCIL
The Finance Council shall advise the Board of Directors on fiscal matters of the Institute. Nominees for this Council shall be selected by the Nominating Committee and elected by the General Membership to two (2) year term, with a maximum of two (2) consecutive terms. The Council shall be composed of five (5) members with the following qualifications: (a) shall be “current dues paid” member in good standing, (b) shall hold no other Institute position during his term, and (c) three (3) members must be either bankers, C.P.A.s., business persons or professionals with economics or financial expertise. A member shall be eligible again after a lapse of two (2) years. The Chairman shall be an ex-officio member of the Board, without the right to vote. The terms of the members of the Council may be staggered so that approximately one–third (1/3) of the members are elected each year, thus facilitating a continuity in the policies of the Institute. Any financial transaction, not addressed in the approved Operating Budget, in excess of $ 5,000.00 must be approved by the Finance Council. Any expenses in excess of $ 1,000.00 incurred by any committee, over the Operating Budget approved by the Board shall require the approval of the Finance Council. All contracts require the approval of the Finance Council prior to presentation to the Board. Any unresolvable conflict between the Board of Directors and the Finance Council shall be resolved by the Board of Directors with an approval of two third (2/3) majority.
8.02 Special Committee–Nominating Committee
An ad hoc Nominating Committee shall be selected by the Board of Directors by July15 of each year. This committee shall be constituted by five (5) members in good standing, one of whom shall be appointed Chairman by the Board of Directors. The committee shall be fully independent of the Corporation’s Board of Directors and its Officers. The Nominating Committee shall not nominate any of its own members for an electable position. However, this shall not preclude the Board of Directors from nominating a member of said committee.
The Committee must obtain the consent of each of the candidates to run for office prior to the presentation of a final list of candidates to the Board of Directors. The Nominating Committee must make a reasonable effort to get two or more candidates to run for each position, but in case that only one is found, one will be enough. Qualifications of candidates: All candidates shall be “current dues-paid” members in good standing. In addition, the candidates for President–Elect shall be active members of the Institute. The candidates for Treasurer shall be persons with knowledge of accounting, banking, or business persons with economic or financial expertise or background. The candidates for Directors shall be selected, preferably, from persons who served or are serving in the various
volunteer committees. The candidates for Secretary shall be persons with adequate command of the Spanish and English language.
8.03 Standing Committee
The President shall select all committees members, appoint the chairpersons, as well as any vacancies that may occur, and submitted to the Board for their approval. The Board of Directors shall approve the appointment of the Building, Cultural, Gala, Folkloric Festival, José Martí Litery Contest, Membership, Performing Arts, Scholarship Awards, Social and Special Events Committees, as well as other ad-hoc committees that the President may designate from time to time. The designation and appointment of any such committee and the delegation thereto of authority shall not be construed to relieve the Board of Directors or any individual director of any responsibility imposed by law. Committees or its members cannot solicit moneys, funds or grants for their use or its operational expenses, unless previously authorized by the President and the Board of Directors. Such fund raising events when authorized, can only be done through the Corporate offices, and the letters of request must be signed by the President or the person designated by the President to sign on his behalf, or the person authorized to sign by the Board of Directors. All committees must work within the Corporate By-laws and as directed by the President and the Board of Directors.
8.04 Building Committee
A Building Committee shall be established to keep up with improvements, repairs and remodeling of the corporate building.
8.05 Community Service Comittee
A Community Service committee shall be established to promote and disseminate Humanitarian services within the Hispanic community.
8.06 Cultural Committee
A Cultural Committee shall be established to promote the dissemination of Hispanic culture in all of its facets.
8.07 Folkloric Festival Committee
A Folkloric Festival committee shall be established to organize, plan and implement the annual IHC Hispanic Folkloric Festival “Día de la Hispanidad”
8.08 Gala Committee
A Gala Committee shall be established to organize, plan and implement the annual, “Noche de las Américas” Gala.
8.09 José Martí Literary Contest Committee
A José Martí Literary Contest Committee shall be established to organize and plan an annual essay contest honoring Hispanic writers, poets and other literary leaders.
8.10 Membership Committee
A Membership Committee shall be established to promote the Corporation and attract qualified new Members and prepare an annual directory of its members.
8.11 Public Relations Committee
A Public Relations Committee shall be established to promote effective mass media communication in matters concerning the official activities of the Corporation.
8.12 Scholarship and Awards Committee
A Scholarship Awards Committee shall be established to implement the guidelines, approved by the Board of Directors, by which scholarships and awards will be granted to high school and college students. The committee shall consist of a maximum of seven (7) members, which shall include teachers, faculty members, as well as four (4) non-faculty, all of whom shall be members in good standing of the Corporation. The Chair, as well as the committee members shall be appointed by the President.
8.13 Performing Arts Committee
A Performing Arts Committee shall be established to organize and plan special artistic events, of great magnitude, with world-renown performers, in conjunction with Society for the Performing Arts, and other similar art associations, for the purpose of gaining community prestige and for financial development of the Institute of Hispanic Culture of Houston
8.14 Social and Special Events Committee
A Social and Special Events Committee shall be established to organize and plan social activities and special events.
8.15 Other Committees
The President or the Board of Directors may designate other committees, subject to reporting on their Activities to the Board of Directors, to which all committees shall be subordinate pursuant to its mandate. All members of each such committee shall be members in good standing of the Corporation.
8.16 Removal from Committees
The President and the Board of Directors may remove any Chairperson or member from any committee.
8.17 Committee Budgets
All committee chairpersons shall present a proposed operating budget of their respective committee to the President-Elect for its approval, no later than February 1st or 45 days after such committee has been formed.
The President, in consultation with the Board of Directors, shall fill any vacancies that may occur in any committee.
CONTRACTS, CHECKS, DEPOSITS, FUNDS
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer and any one (1) of the following authorized parties: President, President-Elect, Past-President, Secretary, or any other person that the Board of Directors may designate from time to time as determined by resolution of the Board of Directors. Two (2) signatures shall always be required for any such documents.
9.02 Checks and Drafts
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer and any one (1) of the following authorized parties: President, President-Elect, Past-President, Secretary, or any other person that the Board of Directors may designate from time to time. Two (2) signatures shall always be required for any bank checks, negotiable instruments or documents, upon written verification of such obligation.
The Corporation will only make disbursement upon presentation of itemized original invoices from companies or individuals.
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. All deposits shall be made by the Treasurer or its designee.
The Board of Directors may accept on behalf of the Corporation, any contribution, gift, bequest or devise for the general or special purposes of the Corporation. The Corporation may make gifts or give charitable contributions that are not prohibited by the Bylaws, the Articles of Incorporation, State Law, and any requirements for maintaining the Corporation’s Federal and State Law status, upon previous approval of the Board of Directors.
9.05 Cash Funds
A petty cash fund shall be established as necessary and approved by the Board of Directors to be used for the receipt and disbursement of cash funds in such cases where payment or receipt of funds by check or other written document is not feasible or may be contrary to the best interest of the Corporation. However, such funds shall be maintained under the direction of the Treasurer in accordance with Generally Accepted Accounting Practices.
9.06 Property of the Corporation
All property of the Corporation shall be accounted for and maintained under the custody of its officers and other official parties or entities as authorized hereunder.
CERTIFICATE OF MEMBERSHIP
The Board of Directors may provide for the issuance of certificates to members evidencing Membership in the Corporation in such form as may be determined by the Board. Such certificates shall be signed by the President.
ARTICLE XI 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 name 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. The Secretary shall be responsible for the books and records of the Corporation. Any member requesting the inspection of the Corporation book’s, shall do so in writing, addressed to the President or Secretary, giving seven (7) days advance written notice and stipulating the reason for the inspection and the records to be seen. Records can only be seen at the Registered Office, during office hours 9:00 am to 5:00 p.m., Monday through Friday. Corporate records shall not be removed from premises unless previously authorized by the Board of Directors.
Members, employees, officers, or directors of the Corporation shall not remove any original documents, letters, invoices, receipts or any type of papers, belonging to the Institute, from the Corporation offices. Photocopies may be provided upon request, when approved by the President, Secretary or the Board of Directors.
The fiscal year of the Corporation shall begin the first day of January and end the last day of December each year.
ARTICLE XIII DUES
13.01 Annual Dues
The annual dues applicable to each class of Members of the Corporation may be determined from time to time by the Board of Directors.
13.02 Payment of dues
All dues shall be payable and due annually by January 31st. For all new first–time members joining after the first day of August, the annual dues shall be one-half (1⁄2) of their corresponding annual dues. Members of the Board of Directors shall pay Patron dues. Dues for each category are to be determined by the Board of Directors for the upcoming year.
13.03 Default and Termination of Membership
Any member shall be in default if payment of dues is not received by January 31st, and the membership shall thereupon deemed terminated if payment is not received within ninety (90) days from the date first due.
DISSOLUTION OF THE CORPORATION
This Corporation may be dissolved by the affirmative vote of three–quarters (3⁄4) of all of its Members. Upon dissolution of the Corporation, its assets shall be distributed exclusively to charitable organizations designated by majority of the Board of Directors that are described in Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or corresponding provision of any subsequent federal tax law.
The corporate seal shall be in the form of a circle and shall have inscribed the name of the Corporation and the letters “IHC” in the center.
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 the Bylaws of the Corporation, or any applicable law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended, adopted or repealed and new Bylaws may be adopted by resolution of the Board and by the affirmative vote, by mail, of a majority of the Members qualified to vote.
Whenever the context so requires, the singular shall include the plural and conversely. If any portion of these Bylaws shall be invalid or inoperative, then, so far as is reasonable and possible, the remainder of these Bylaws shall be considered valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative. The use of pronouns in the masculine form shall be deemed to apply to persons of any gender.
TABLE OF CONTENTS: HEADINGS
The table of contents and headings are for convenience and clarity, and in interpreting these Bylaws, they shall be subordinated in importance to the other written material.
RELATION TO ARTICLES OF INCORPORATION
These Bylaws are subject to, and governed by the Articles of Incorporation of the Corporation.
ARTICLE XXI CONFLICT OF INTEREST
In the event of an apparent or potential conflict of interest, the Board of Directors may require a “Conflict of Interest Statement” from any Officer, Director, Finance Council Members, Committee Chairpersons, staff personnel, or any other member of the Corporation, as the Board may deem necessary.