FOURTH AMENDED AND RESTATED BYLAWS OF INSTITUTE OF HISPANIC CULTURE OF HOUSTON
(Adopted as of November 1, 2023)
ARTICLE I OFFICES
Section 1.1 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 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.
Section 1.2 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 to the principal office of the Corporation in the State of Texas. The Board shall appoint the President as the Corporation’s Registered Agent for a two (2) year term, 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, including promoting and disseminating Hispanic Culture and 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.
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 in admission to any of its educational Activities.
ARTICLE IV MEMBERSHIP AND DONATION CATEGORIES
The Corporation shall have General Members and Corporate Members as described herein
collectively, the “Members” or a “Member”
General Memberships
Section 4.1 Individual Members. Members who pay annual “Individual” membership dues.
Section 4.2 Family Members. Members who pay annual “Family” membership dues.
Section 4.3 Student Members. Any full-time high school or college student enrolled in an
established educational institution, who pays annual “Student” membership dues.
Section 4.4 Patron Membership. Persons 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.
Corporate Memberships.
Section 4.5 Bronze Membership. Corporations that have made contributions in the form of cash, real estate, artistic objects, or any form of endowment valued at $2,500.00.
Section 4.6 Silver Membership. Corporations that have made contributions in the form of cash, real estate, artistic objects, or any form of endowment valued at $5,000.00.
Section 4.7 Gold Membership. Corporations that have made contributions in the form of cash, real estate, artistic objects, or any form of endowment valued at $10,000.00.
Section 4.8 Platinum Membership. Corporations that have made contributions in the form of cash, real estate, artistic objects, or any form of endowment valued at $15,000.00.
Section 4.9 Underwriter Membership. Corporations that have made contributions in the form of cash, real estate, artistic objects, or any form of endowment valued at $20,000.00.
Section 4.10 Benefactor Membership. Corporations that have made contributions in the form of cash, real estate, artistic objects, or any form of endowment valued at $30,000.00 or more per contribution.
Section 4.11 Termination of Members. The Board of Directors, by simple majority, may decide to terminate a membership of any category.
Section 4.12 Transfer of Memberships. Memberships are not transferable or assignable.
ARTICLE V BOARD OF DIRECTORS
Section 5.1 General Powers and Qualifications. The property and affairs of the Corporation shall be managed and controlled by the Board of Directors, and subject to the restrictions imposed by law, by the Articles, or by these Fourth Amended and Restated Bylaws (herein called the “Bylaws”), the Directors shall exercise all of the powers of the Corporation.
Section 5.2 Number and Tenure. The Board of Directors shall consist of no more than twenty- one (21). The number of Directors may be increased or decreased (providing such decrease does not have the effect of shortening the Term of any incumbent Director) from time to time by unanimous action of the Directors then in office, provided that the number of Directors shall never be less than eleven (11).
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 President, Secretary, and Treasurer shall be full voting members of the Board. The President shall also be Chairman of the Board.
Section 5.3 Term, Election and Removal of Directors. Directors shall be elected by the affirmative vote of a majority of the Directors then in office although no less than a quorum. Each Director shall serve a two (2) year term (“Term”). To the extent possible, the Terms will be “staggered,” with the result that no more than five (5) Directors rotate off the Board of Directors each year. A Director may be elected for more than one (1) Term but only serve a maximum of three (3) Terms. A Director can run for reelection after a two (2) year lapse. Any Director may be removed from office, with or without cause, by the affirmative vote of a majority of the Directors of the Corporation then in office. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the Directors then in office though no less than a quorum of the Board of Directors.
Section 5.4 Annual and Regular Meetings. The Annual Meeting of the Board of Directors shall be held at a place and time determined by resolution of the Board of Directors for the purposes of electing officers for the ensuing year and to transact such other business as may be brought before such meeting. At least one, but preferably three, additional Regular Meetings of the Board of Directors shall be held each year at such time and place as shall be designated, on a quarterly basis, or by resolution by the Board of Directors. Each Director is expected to attend at least three (3) meetings per year in person.
Section 5.5 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 these Bylaws.
In case of an emergency, a special meeting may be called after due notification of the Board of Directors by the most expeditious way of communication as such emergency circumstances may permit.
Section 5.6 Attendance by Board of Directors. 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 an appointment and attendance by a representative shall be considered an absence of the Board Member pursuant to section 5.07.
Section 5.7 Absences. 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.
Section 5.8 Notice of Meeting. Notice of the Annual, Regular, or Special Meeting of the Board of Directors shall be given at least three (3) days prior to the date of the meeting by written notice delivered personally, sent by mail, or by electronic transmittals such as but not limited to fax, e- mail, or 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 in the notice of such meeting.
Section 5.9 Quorum. Unless otherwise specified by the statute or these Bylaws, as the same may be amended from time to time, quorum for the transaction of business at any meeting of the Board of Directors shall consist of 50% of the total number of directors then serving on the Board, plus one other Board member.. The Members present at a duly organized meeting may continue to transact business until adjournment, provided there is quorum present.
Section 5.10 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.
Section 5.11 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.
Section 5.12 Vacancies. Any vacancies occurring in the Board of Directors shall always be filled by the President and Board of Directors with a majority approval of the Board of Directors.
Section 5.13 Telephone/Virtual Meetings. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Directors or members of any committee designated by such Board may participate in and hold a meeting of such Board of Directors or committee by using telephone, video conferencing or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 8 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.
Section 5.14 Compensation. Directors shall not receive any compensation for their services.
Section 5.15 Indemnification. The Corporation shall indemnify its past and present Directors and Officers to the fullest extent permitted by law, against liabilities imposed upon him or her and expenses reasonably incurred by him or her in connection with any claim against him or her, or any action, suit or proceeding to which he or she may be a party by reason of his or her being, or having been, such Director or Officer, and against such sum as independent counsel selected by the Directors shall deem reasonable payment made in settlement of any such claim, action, suit or proceeding primarily with the view of avoiding expenses of litigation. Provided, however, that no Director or Officer shall be indemnified if 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.
ARTICLE VI OFFICERS
Section 6.1 Categories. The Officers of the Corporation shall be a President, Secretary, and Treasurer, and such other Officers, as may be elected in accordance with the Provisions of this Article.
Section 6.2 Election and Term of Office of Officers. The President, Treasurer and Secretary of the Corporation shall be elected for a two (2) year term, with a limit of up to three (3) consecutive terms.
Section 6.3 Removal. All officers shall be subject to removal, with or without cause, at any time by affirmative vote of a majority of the Directors then in office. A vacancy in the office of any officer shall be filled by a vote of a majority of the Directors. Such removal shall be without prejudice to the indemnification protection provided in section 6.14 of the Bylaws, if any, of the officers so removed.
Section 6.4 Vacancies. 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.
Section 6.5 President. 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 Bylaws 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.
Section 6.6 Secretary. 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 database. Furthermore, the removal of documents from the IHC office shall be approved by the Secretary and the Board of Directors.
Section 6.7 Treasurer. 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. Any conflict in the discharge of his/her duties should be referred to the Board of Directors for a final decision.
Section 6.8 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 any and all required documentation to fulfil his professional obligation.
ARTICLE VII COMMITTEES
Section 7.1 Committees. The Board of Directors may, from time to time, establish one or more committees, including but not limited to the specific committees described in these Bylaws, and appoint one or more persons to each such committee for the purpose of consulting with, and advising the Directors, from time to time, on matters referred by the Directors to such body. Appointments of such committees shall be discretionary with the Directors and the people appointed thereto shall serve at the pleasure of the Directors. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on the Board or such Director by law. Subject to availability, each Director should serve on at least one committee per Term.
Section 7.2. Executive Committee. At the election of the President, an Executive Committee can be formed. Such Executive Committee shall consist of the President, and two other Directors as selected by the President. The Executive Committee shall have full authority between board meetings to carry out the day-to-day activities of Spindletop. All decisions taken by the Executive Committee in between meetings must be presented to and ratified by the entire Board of Directors at the following board meeting.
Section 7.3 Governance and Nominating Committee. This committee shall be constituted by no less than two (2) and no more than five (5) Directors 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 is responsible for finding and nominating new directors to join the Board of Directors. It must obtain the consent of each of the candidates to run for election prior to the presentation of a final list of candidates to the Board of Directors.
This Committee shall also be responsible for reviewing and amending these Bylaws to closely track the vision and mission of the Institute and suggest good governance practices that may be applicable.
Section 7.4 Gala Committee. A Gala Committee shall be established to organize, plan and implement the annual Gala.
Section 7.5 Fundraising and Development Committee. A Fundraising and Development Committee should be established to oversee the organization’s overall development plan and fundraising, including but not limited to, organizing, monitoring, and evaluating efforts by the Board to develop philanthropic revenue, developing relationships, and fostering a positive image of the organization within the community.
Section 7.6 Diversity and Inclusion Committee. A Diversity and Inclusion Committee should be established to foster a culture of diversity, equity, and inclusion in the Houston Community. This Committee shall be responsible for explaining, promoting, and encouraging this objective.
Section 7.7 Education, 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.
Section 7.8 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.
Section 7.9 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.
Section 7.10 Removal from Committees. The President and the Board of Directors may remove any Chairperson or member from any committee.
Section 7.11 Committee Budgets. All committee chairpersons, if applicable, shall present a proposed operating budget of their respective committee to the President-Elect for its approval, no later than December 1st or 45 days after such committee has been formed.
Section 7.12 Vacancies. The President, in consultation with the Board of Directors, shall fill any vacancies that may occur in any committee.
ARTICLE VIII CONTRACTS, CHECKS, DEPOSITS, FUNDS
Section 8.1 Contracts. All contracts or legal documents issued in the name of the Corporation shall be signed by the Treasurer and anyone (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.
Section 8.2 Checks and Drafts. 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 the Treasurer and anyone 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.
Section 8.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. All deposits shall be made by the Treasurer or its designee.
Section 8.4 Gifts. 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.
Section 8.5 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.
Section 8.6 Property of the Corporation. All property of the Corporation shall be accounted for and maintained in the custody of its officers and other official parties or entities as authorized hereunder.
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 Board of Directors, and committees shall keep at the registered or principal office a record giving the name and addresses of its Members and Board of Directors. 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.
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 each year.
ARTICLE XI 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 a 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.
ARTICLE XII SEAL
The corporate seal shall be in the form of a circle and shall have inscribed the name of the Corporation.
ARTICLE XIII 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.
ARTICLE XIV AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended, adopted or repealed and new Bylaws may be adopted by resolution of the Board.
ARTICLE XV CONSTRUCTION
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.
ARTICLE XVI HEADINGS
The headings are for convenience and clarity, and in interpreting these Bylaws, they shall be subordinated in importance to the other written material.
ARTICLE XVII RELATION TO ARTICLES OF INCORPORATION
These Bylaws are subject to, and governed by the Articles of Incorporation of the Corporation.
ARTICLE XVIII 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, committee chairpersons, staff personnel, or any other member of the Corporation, as the Board may deem necessary.