By-Laws

BY-LAWS ADOPTED 08/15/2013

ARTICLE I

PURPOSE

The Texoma Regional Foundation has been organized exclusively for charitable, religious, educational and scientific purposes under section 501(c)3 of the Internal Revenue Code, or corresponding section of any future tax code, working to improve the quality of life for citizens of the Texoma region (Cooke, Fannin, and Grayson Counties) through the following activities:

  1. Connect & network interested agencies, programs and grass root organizations to form collaborative partnerships that will work together to expand and enhance projects and activities to improve the quality of life to residents of the Texoma region.
  2. Advocate for programs to improve funding for community services within the Texoma region.
  3. Implement, grow and sustain a variety of programs that will address the community needs of the Texoma region.

ARTICLE II

LOCATION

The principal office of the Texoma Regional Foundation, at which the general business of the board will be transacted and where the records of the board will be kept, will be at 1117 Gallagher Drive, Sherman, TX 75090.

ARTICLE III

MEMBERS

Members of the Texoma Regional Foundation consist only of the members of the board of directors.

ARTICLE IV

BOARD OF DIRECTORS

Section 1
The number of members of the board of directors of the Texoma Regional Foundation will be not less than 3 or more than 7.
Section 2
Directors will be representative of parties interested in improving the quality of life for residents of the Texoma region and will share the mission and goals of the Texoma Regional Foundation. The Texoma Regional Foundation is committed to a policy of fair representation on the board of directors, which does not discriminate on the basis or race, physical handicap, sex, color, religion, sexual orientation, or age.
Section 3
Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the Texoma Regional Foundation. Directors will be elected by a majority vote of the current directors.
Section 4
The term of each director of the Texoma Regional Foundation will be 2 year(s). No director will serve more than 5 consecutive terms.
Section 5
When a director dies, resigns, or is removed, the board may elect a director to serve for the duration of the unexpired term.
Section 6
Any director may be removed from the board of directors by an affirmative vote of the majority of directors present at an official meeting of the board. Notice of the proposed removal will be given to members with the notice of the meeting. The director involved will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered.
Section 7
No compensation will be paid to any member of the board of directors for services as a member of the board. By resolution of the board, reasonable expenses may be allowed for attendance at regular and special meetings of the board.

ARTICLE V

MEETINGS OF THE BOARD OF DIRECTORS

Section 1
An annual meeting of the directors will be held in May of each year for the purpose of electing officers and directors. In addition to its annual meeting, the board of directors will hold regular meetings at least 3 times each calendar year at such place as may be designated in the notice of the meeting.
Section 2
Special meetings of the board of directors may be called at any time by the President and Chief Executive Officer of the corporation or in his or her absence by the secretary or upon receipt of a request therefore signed by 2 or more directors or by a majority of the full-time, permanent paid staff of the corporation.
Section 3
Notice of regular, special, and annual meetings will be mailed at least 10 days prior to the day such meeting is to be held. Any director of the Texoma Regional Foundation may make written waiver of notice before, at, or after a meeting. The waiver will be filed with the person who has been designated to act as secretary of the meeting: this person will enter it in the record of the meeting. Appearance at a meeting is deemed a waiver unless the director attends for the express purpose of asserting the illegality of the meeting.
Section 4
At all meetings of the board of directors, each director present will be entitled to cast one vote on any motion coming before the meeting. The presence of a majority of the membership will constitute a quorum at any meeting.
Section 5
At a meeting at which there is a quorum present, a simple majority affirmative vote of the directors present is required to pass a motion before the board.
Section 6
Proxy voting will not be permitted.
Section 7
Robert’s Rules of Order (most recent edition) will be the authority for all questions of procedure at any meetings of the corporation.

ARTICLE VI

OFFICERS

Section 1
The officers of the Texoma Regional Foundation will be the Chief Executive Officer, secretary, treasurer, and such other officers with duties as the board prescribes.
Section 2
The officers of the Texoma Regional Foundation will be elected annually by the members of the board of directors at its annual meeting. Each officer will serve 2 year terms.
Section 3
Any officer may be removed with or without cause by the board of directors by a vote of a majority of all of the board members. The matter of removal may be acted upon at any meeting of the board, provided that notice of intention to consider said removal has been given to each board member and to the officer affected at least 3 days previously.
Section 4
A vacancy in any office may be filled by a majority vote of the board of directors for the unexpired portion of the term.
Section 5
It will be the duty of the chair to preside at all meetings of the board of directors and to have general supervision of the affairs of the Texoma Regional Foundation. He or she will execute on behalf of the Texoma Regional Foundation all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the board of directors for the proper and necessary transaction of the business of the Texoma Regional Foundation.
Section 6
It will be the duty of the secretary to act in the absence or disability of the chair and to perform such other duties as may be assigned to him or her by the chair or the board. In the absence of the chair, the execution by the secretary on behalf of the board of any instrument will have the same force and effect as if it were executed on behalf of the Texoma Regional Foundation by the chair.
Section 7
The secretary will be responsible for keeping the Texoma Regional Foundation records. He or she will give or cause to be given all notices of meetings of the board of directors and all other notices required by law or by these bylaws. The secretary will be the custodian of all books, correspondence, and papers relating to the business of the Texoma Regional Foundation except those of the treasurer. The secretary will present at each annual meeting of the board of directors a full report of the transactions and affairs of Texoma Regional Foundation for the preceding year and will also prepare and present to the board of directors such other reports as it may desire and request at such time or times as it may designate. The board of directors at its discretion may elect an assistant secretary, not necessarily a member of the board of directors, who will perform the duties and assume the responsibilities of the secretary as above set forth under the general direction of the secretary or the chair.
Section 8
The treasurer will have general charge of the finances of the Texoma Regional Foundation When necessary and proper, he or she will endorse on behalf of the Texoma Regional Foundation all checks, drafts, notes, and other obligations and evidences of the payment of money to Texoma Regional Foundation or coming into his or her possession; and he or she will deposit the same, together with all other funds of Texoma Regional Foundation coming into his or her possession, in such bank or banks as may be selected by the board of directors. He or she will keep full and accurate account of all receipts and disbursements of the corporation in books belonging to Texoma Regional Foundation which will be open at all times to the inspection of the board of directors. He or she will present to the board of directors at its annual meeting his or her report as treasurer of Texoma Regional Foundation and will from time to time make such other reports to the board of directors as it may require.
Section 9
Any officer of the Texoma Regional Foundation, in addition to the powers conferred upon him or her by these bylaws, will have such additional powers and perform such additional duties as may be prescribed from time to time by said board.

ARTICLE VII

COMMITTEES

Section 1
The board of directors may designate one or more ad hoc committees, each of which will consist of at least one committee chair and two or more committee members. Committee members may be members of the board of directors, members of the corporation, or their interested individuals. The chair of the committee will be appointed by the Texoma Regional Foundation who will act with the board’s approval. After consultation with the committee chair, the chair will appoint committee members. The studies, findings, and recommendations of all committees will be reported to the board of directors for consideration and action, except as otherwise ordered by the board of directors. Committees may adopt such rules for the conduct of business as are appropriate and as are not inconsistent with these bylaws, the articles of incorporation, or state law.
Section 2
The board of directors will have the following standing committee.
Executive Committee
This committee will have a chair and will consist of all other officers of the Texoma Regional Foundation and the chairs of all other committees. This committee will serve as the central planning group for the organization and as an advisory group to Texoma Regional Foundation facilitator. It also will have full authority to act for the board in managing the affairs of the Texoma Regional Foundation during the intervals between meetings of the board.

ARTICLE VIII

MISCELLANEOUS

Section 1
The Texoma Regional Foundation will have the power to indemnify and hold harmless any director, officer, or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in his or her capacity as a director, officer, or employee (except in cases involving willful misconduct). The Texoma Regional Foundation will have the power to purchase or procure insurance for such purposes.
Section 2
The board of directors may authorize any officer or officers, agent or agents of the Texoma Regional Foundation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Texoma Regional Foundation Such authority may be general or confined to specific instances.
Section 3
The Texoma Regional Foundation will keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and it will keep at the office a record giving the names and addresses of the members entitled to vote. Any member or his or her agent or attorney may inspect all records of the Texoma Regional Foundation for any proper purpose at any reasonable time.
Section 4
The fiscal year of the Texoma Regional Foundation will be January 1 through December 31.

ARTICLE IX

AMENDMENTS

The board of directors may amend these bylaws to include or omit any provision that it could lawfully include or omit at the time the amendment is made. Upon written notice of at least 3 days, any number of amendments or an entire revision of the bylaws may be submitted and voted upon at a single meeting of the board of directors and will be adopted at such meeting upon receiving a majority vote of the members of the board of directors.