Bylaws

THE WOMEN’S CENTER OF TARRANT COUNTY, INC.

CORPORATE BYLAWS
Adopted October 10, 1979 and Revised December 2010

ARTICLE I

Purpose

A.    The Corporation is organized exclusively for religious, charitable, scientific or educational purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law), including any lawful act or activity not inconsistent with those purposes, in which non-profit corporations may engage under the laws of the State of Texas.  Consistent with these purposes, the Corporation shall serve as a communication center for women’s needs, interests and resources; and to enable and assist women, individually and as a group, through public education activities, the development and dissemination of model programs, and the provision of counseling, training and educational programs and services.

B.    To further these objectives and purposes, the Corporation shall have and may exercise all of the powers conferred by the laws of Texas on corporations formed under the laws pursuant to and under which this Corporation is formed, as such laws are now in effect or may at any time hereafter be amended; provided, however, that in all events and under all circumstances, the following provisions shall apply:

1.  No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, if any, directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its charitable, educational, religious or scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Sections 501(c)(3) of the Internal Revenue Code (or corresponding of any future United States Internal Revenue Law).

2. 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 publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

ARTICLE II

Registered Office and Registered Agent

The registered office of the Corporation shall be maintained in Fort Worth, Tarrant County, Texas, where the Corporation shall maintain a registered agent.  The Board of Directors (Board) shall be authorized to establish other offices as well, from time to time.

ARTICLE III

Directors

 1.     General Powers.  The affairs of the Corporation shall be managed by its Board.  All voting rights shall be vested solely in the Board, whose members shall serve without compensation.  The Board shall have all powers authorized by these Bylaws as amended from time to time, and all powers now or hereafter authorized under the Texas Non-Profit Corporation Act of the State of Texas, or its successor.

 2.     Number.  The number of Directors authorized shall be forty (40).  The Board may be increased or decreased in number from time to time by action or a regular or special meeting of the Board, but in no event shall it be decreased to fewer than ten (10) Directors.  No Director shall be removed from office prematurely due to a reduction in the authorized number of Directors.

 3.     Election and Term of Office.  The term of office shall be three (3) years.  The terms are to be staggered such that 1/3 of the terms shall expire at the end of each year.

The Directors shall be elected annually by the Board at the last meeting of the year and assume their duties at the first Board meeting of the new fiscal year, which begins in January.

The Directors shall be elected from the slate submitted by the Board Development Committee.  Other candidates may be nominated by petition signed by at least ten (10) members of the Board and filed in the office of the President and Chief Executive Officer (CEO) no later than fifteen (15) days prior to the last meeting of the year.  The President and Chief Executive Officer (CEO) shall mail a copy to all Officers and Directors within five (5) days of the last meeting of the year.  No further nominations may be made.

In addition, the Board shall, at any meeting, elect Directors to fill vacancies created by death, ineligibility, or resignation of any Directors.  Any Director so elected shall hold office until the end of the term so created, or until a successor has been elected.  Any vacancy so created shall be filled by the affirmative vote of a majority of the remaining Directors.

All Directors may serve a maximum of two successive three-year terms.  Directors filling unexpired terms are subject to the term for which they are elected.

Under special circumstances and when deemed by the Board Development Committee to be in the best interest of the Corporation, a Director’s term, following completion of two consecutive terms, may be extended one (1) year, and can continue to be extended on an annual basis, but in no event shall any Director serve more than ten (10) consecutive years.

In case of an increase in the number of Directors, the additional Directors shall be elected by the Board then in office:  one-third for a three-year term; one-third for a two-year term; and one-third for a one-year term.

Each Director’s term shall continue until a successor has been elected.  However, unless special consideration is granted by the Executive Committee to accommodate Directors who are inactive for good cause, any Director who is absent from three (3) consecutive regular or special meetings of the Board may be asked to resign, upon written notice by the Executive Committee.

The Executive Committee is authorized to consider and if they choose, to approve at a Director’s request a temporary 3-6 month leave of absence from Board service due to special health, business or other circumstances.

4.     Regular Meetings.  The Board shall meet a minimum of six (6) times each year.

 5.     Annual Meeting.  An annual meeting of the Board shall be held each January for the purposes of installing Officers, Directors, and members of the Executive Committee, and for transacting any other business.  It shall be held at a place designated by the Board, or if no such designation is made, then at the registered office of the Corporation.

 6.     Special Meetings.  Special meetings of the Board or Executive Committee may be called by the Chair and shall be called by the Chair upon the written request of at least five (5) Directors.  Any request for a special meeting shall contain a summary of the proposals of business intended to be brought before the meeting.  Special meetings may be held by telephone or E-mail.  The Chair shall determine the time and place, within TarrantCounty, where a special meeting is to be held.

7.     Notice.  The Directors shall be given at least three (3) days notice of regular and special meetings, by mail, telephone, or in person.  Attendance of a Director at a meeting shall constitute a waiver of notice of that meeting.  The notice need not specify the business to be transacted, nor the purpose of the meeting, unless specifically required by law or by these bylaws.

8.     Quorum.  One-third of the entire Board shall constitute a quorum for the transaction of business at any meeting of the Board, but in the event the Board is less than full, it shall be one-third of those actually serving.

9.     Manner of Acting.  The act of a majority of the Board at a meeting, at which a quorum is present, shall be the act of the Board, except where disallowed by law.

ARTICLE IV

Officers

1.     Number and Title.  The Officers of the Corporation shall be Chair, Vice Chair (the number to be determined by the Board), Treasurer, and Secretary, all of whom shall also be members of the Board, and a. President and Chief Executive Officer (CEO). Any two or more offices may be held by the same person, except the offices of Chair and Secretary.  The Officers shall have all powers specified in these Bylaws, as amended from time to time, and all powers authorized under the Texas Non-Profit Corporation Act of the State of Texas, or its successor.

2.     Election and Term of Office.  Officers shall be elected annually by the Board at the last meeting of the year, and shall assume their duties at the first board meeting of the following year.  If the election is not held at that meeting, it shall be held as soon as convenient.  Vacancies may be filled at any meeting of the Board.  Each Officer’s term shall continue until a successor has been elected.  However, unless special consideration is granted by the Executive Committee for good cause, any Officer who is absent from three (3) consecutive regular or special meetings of the Board may be asked to resign, upon written notice by the Executive Committee.

In addition, any Officer may be removed by an affirmative vote of a majority of the Board whenever it judges that to be in the Corporation’s best interest.

 3.     Chair of the Board The Chair shall be the chief elected officer of the Corporation, presiding at all meetings of the Board.  Subject to the control of the Board, the Chair shall supervise and control generally all the business of the Corporation, and perform any other duties prescribed from time to time by the Board.  The Chair may sign, and if ordered by the Board, shall sign with any person designated by the Board, any instruments except when that duty has been delegated by the Board or by these Bylaws to some other Officer or agent of the Corporation, or when the law requires that someone else sign.  The Chair shall chair the Executive Committee.

4.     Vice Chair In the absence of the Chair, or if the Chair is unable or refuses to act, the Vice Chair, in order designated or if no designation, then in the order of election, shall perform the duties and have all powers and be subject to all restrictions upon the Chair.

Regardless of the absence or disability of the Chair, the Chair, may delegate to any Vice Chair any power and duty of the office of the Chair or any other duty, and no party dealing with the Corporation shall ever be required to inquire as to the authority of the Vice Chair.  It shall be presumed that the Chair is absent or disabled or has delegated that authority to the Vice Chair, unless that party has notice to the contrary.

5.     Secretary.  The Secretary shall keep or cause to be kept the minutes of the meetings of the Board; insure that all notices are duly given; keep or cause to be kept the Corporate records and the seal of the Corporation; and insure that the seal is affixed to all documents required or authorized; keep or cause to be kept a register of the names and addresses of each Director and Officer; and perform all other duties the Chair of the Board assigns from time to time.

6.     Treasurer.  The Treasurer shall perform such duties as are usually incumbent upon such office.  He or she shall see that proper and accurate accounts are kept of the financial condition of the Corporation and that proper books are maintained.  He or she shall insure that the financial policies adopted by the board are duly followed and that an independent audit is made of the accounts of the Corporation at the end of each fiscal year.  He or she shall report the financial condition of the Corporation at each regular meeting of the Board, and perform any other duties the Chair of the Board assigns from time to time.

7.     President and Chief Executive Officer (CEO).  The President/CEO shall be the authorized general manager and chief administrative officer of the Corporation and, subject to the supervision of the Board, shall perform such duties as may be incident to her/his office or specifically delegated to her/him by the Board.  The President/CEO shall serve at the pleasure of the Board and receive such compensation as the Board may from time to time determine.  The, President/CEO as general manager and chief administrative officer, shall be responsible for all operations of the agency, including hiring, supervising, and dismissing staff as well as defining and assigning their work.  The President/CEO shall compile and submit to the Board any information as required from time to time.  The President/CEO shall be an ex-officio member of the Board of Directors, the Executive Committee and any other committee created by the Board of Directors.

ARTICLE V

Committees

 1.     Standing Committees: 

 A.  Executive Committee.  The Executive Committee shall consist of the Officers, the immediate Past Chair and all standing committee chairs; it shall meet monthly, unless the Chair and President/CEO determine there is no need.  It shall have and exercise the authority of the Board in the management of the Corporation.  However, that shall not relieve the Board or any individual Director of any responsibility.

Any immediate past Chair whose Board term has expired shall be eligible to serve on the Executive Committee in an ex-officio capacity until she/he is no longer in an immediate Past Chair status.

B.  Board Development Committee.  The Board Development Committee shall consist of five (5) Directors.  Its purpose will be to:

(1)  submit a slate of Officers and Directors at the last meeting of the year; (2) submit nominees to the Board as vacancies occur; and (3) analyze the skill, outreach and leadership needs of the Board and continuously cultivate prospective candidates for Board service.

 C.  Other Standing Committees: 

(1)  Business Operations
       Finance
       Program

(2)  Term of Office.  Each Committee’s term shall be until the next annual meeting of the Board or until a successor is appointed, unless the Committee is terminated.  Vacancies or Committees may be filled in the same manner as the original appointment.

(3)  Quorum.  A majority of the Committee shall constitute a quorum except as otherwise provided by law, or if the Board provides otherwise when designating the Committee.

(4)  Rules.  The Board shall provide each Committee with a set of guidelines.  The Committees may adopt rules and procedures for their own government consistent with these Bylaws and the Board’s guidelines.  From time to time, people who are not members of the Board of Directors may be invited to serve on or consult with standing or temporary Committees in an ex-officio capacity, as appointed by the Chair and approved by Committee members.

(5)  Other Committees.  The Board may form other standing or temporary Committees from time to time and shall designate the purpose and authority of each Committee.  The Chair shall appoint the members of all Committees.

ARTICLE VI

Subsidiary Operations

The Board is authorized to conduct any service not provided for under the Charter but consistent with the purposes of this organization, provided there are proper safeguards to insure that the service is subject to review, supervision and control of the Board and meets the requirements of the General Not-for Profit Corporation Act of the State of Texas, or its successor.

ARTICLE VII 

Transactions of the Corporation

1.  Contracts.  The Board may authorize any officer or agent to enter into any contract or execute and deliver any instrument on behalf of the Corporation.  That authority may be general or specific.

 2.  Payment.  All checks and other orders for payment by the Corporation shall be signed by the officer or agent in accordance with policies adopted by the Board from time to time.

 3.  Bank Accounts.  All funds of the Corporation shall be deposited to the credit of the Corporation in banks or other depositories authorized by the Board.  The Officers are authorized as set out in adopted Financial Policies to open and withdraw funds from the accounts on the behalf of the Corporation.

4.     Special and General Funds.  Special funds shall include all funds from government contracts and all gifts designated for special purposes.  They shall be used solely for those purposes.  All other funds shall be general funds.

5.     Potential Conflicts of Interest.  The Corporation shall not make any loan to a director or officer of the Corporation.  A member, Director, Officer, or committee member of the Corporation may lend money to and otherwise transact business with the Corporation except as otherwise provided by the Bylaws, Articles of Incorporation and amendments thereto, and all applicable laws.  Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting business with the Corporation.  The Corporation shall not borrow money from or otherwise transact business with a member, Director, Officer, or committee member of the Corporation, unless the transaction is described fully in a legally binding instrument and is in the best interests of the Corporation.  The Corporation shall not borrow money from or otherwise transact business with a member, Director, Officer, or committee member of the Corporation without full disclosure of all relevant facts and without the approval of the Executive Committee of the Board of Directors, not including the vote of any person having a personal interest in the transaction.

6.     Prohibited Acts.  As long as the Corporation is in existence, and except with the approval of the Board of Directors or the members, no member, Director, Officer, or committee member of the Corporation shall:

A.    Do any act in violation of the Bylaws or a binding obligation of the Corporation.

B.    Do any act with the intention of harming the Corporation or any of its operations.

C.    Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation.

D.    Receive an improper personal benefit from the operation of the Corporation.

E.    Use the assets of this Corporation, directly or indirectly for any purpose other than carrying on the business of the Corporation.

F.    Wrongfully transfer or dispose of Corporation property, including intangible property such as good will.

G.    Use the name of the Corporation (or any substantially similar name) or any trademark or trade name adopted by the Corporation except on behalf of the Corporation in the ordinary course of the Corporation’s business.

H.    Disclose any of the Corporation business practices, trade secrets, or any other information not generally known to the business to any person not authorized to receive it.

I.      Commit Corporation funds without appropriate approval of the Board.

ARTICLE VIII

Records

The Corporation shall keep correct and complete records of accounts and minutes of all Board meetings and the names and addresses of all Directors and Officers, at the registered office.

ARTICLE IX

Fiscal Year

The fiscal year of the Corporation shall be from January 1 through December 31 of each year.

ARTICLE X

Corporate Seal

The Board shall provide a corporate seal on which the name of the Corporation and the word “Seal” in a circle shall be inscribed.  It shall be required to be affixed only where required by law.  It or a facsimile may be affixed to instruments requiring corporate seal.

ARTICLE XI

Indemnification of Officers and Directors

The Director and all Officers or other elective or appointed representatives of the Corporation shall be indemnified and their liability limited to the fullest extent authorized by the Texas Non-Profit Corporation Act, Article 1396-2.22A Vernon’s Annotated Civil Statutes, as it now exists or hereafter may be amended.

ARTICLE XII

Dividends Prohibited

The Corporation shall not pay any dividend or part of its income to its members, Directors, or Officers.  However, it may reasonably compensate its members, Directors or Officers for services rendered.

ARTICLE XIII

Dissolution

The Corporation is a non-profit corporation.  Upon dissolution, all the Corporation’s assets shall be distributed to an organization exempt from taxes under Internal Revenue Code Section 501(c)(3) for one or more purposes that are exempt under the Texas franchise tax pursuant to a plan of distribution duly adopted by the Corporation pursuant to Article 6.03 of the Act, as amended.

ARTICLE XIV

Amendments

These Bylaws may be amended or repealed, and new Bylaws adopted by a majority of the Directors present at any regular or special Board meeting, after at least five (5) days written notice.