BYLAWS OF

IRVING FAMILY ADVOCACY CENTER, INC.

 

 

These  bylaws  govern  the  affairs  of  Irving  Youth  and  Family  Counseling  Services,  Inc., a nonprofit corporation renamed Irving Family Advocacy Center, Inc.

 

ARTICLE l
PURPOSE

 

The mission of the Irving Youth and Family Counseling Services, Inc. is to provide education and services to strengthen the family to prevent family violence and juvenile crime and to assist in the recovery of those impacted by family violence or juvenile crime.

 

ARTICLE 2
OFFICES

 

Principal Office

  1. The Corporation' s principal office in Texas will be located at Irving, Texas. The corporation may have such other offices, in Texas, as the Board of Directors may determine.

 

Registered Office and Registered Agent

  1. The Corporation will maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation's principal office in Texas. The Board may change the registered office and the registered agent as permitted in the Texas Non-Profit Corporation Act.

 

ARTICLE 3
MEMBERS OR SHAREHOLDERS

 

There are no members or shareholders of the Corporation . No certificates representing any shares in stock of the Corporation shall be delivered to any person because there is no stock for membership of the Corporation.

 

ARTICLE 4
DIRECTORS

 

Management

 

  1. The business and affairs of the Corporation shall be managed by the Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by statute or by the Articles of Incorporation or by these Bylaws.

 

Qualification; Election; Term

 

  1. The number of directors shall be ten ( 10) consisting of nine (9) elected directors and the Chief of Police of the City of Irving. The Directors shall have three (3) year terms. The terms shall be staggered so that only one-third of the Directors have expiring terms each year. The Board shall determine the length of a term for a person appointed to fill a vacancy. At each annual meeting of the Board of Directors thereafter, four directors shall be elected for a three year term, unless sooner terminated as herein provided, to fill the office of those four directors whose terms are expiring in that year. Board members may be reappointed. The term of the Chief of Police shall be the same as his term of employment with the City of Irving but he shall not vote during any period of suspension (with or without pay) or while on inactive status

 

Nominating Directors
 
  1. Not less than 21 days prior to the annual meeting, the chairperson of the nominating committee shall deliver to the secretary, the nominating committee's list  of nominees (or more if there are vacancies to be filled) for each position of director to be voted upon at the annual meeting. Each nominee shall submit a criminal background  check, and the Secretary shall mail the nominating committee's list of nominees to each director not less than five (5) days prior to the annual meeting if sent by e-mail and ten ( 10) days prior to the annual meeting if sent by regular mail. At the annual meeting, and at any other meeting where a director or directors are to be elected to fill a vacancy in the Board of Directors, a director may nominate a person with the second of any other director provided the nominee has accepted the nomination in writing or in person at such meeting. Ifa background check reveals that a person has a felony conviction or is a registered sex offender, that person shall be deemed unqualified and removed as a director.

 

The Board may adopt policies and procedures to provide for the qualifications of directors.

 

Electing Directors

 

  1. A person who meets the qualifications for director and who has been duly nominated may be elected as a director. Directors will be elected by the plurality vote of the Board of Directors of the corporation. There will be no cumulative voting. Each board member will continue to serve on the board until a successor is appointed. However, a board member's term may terminate earlier if the member dies, ceases to qualify, resigns, or is removed as a member.

 

Vacancies

 

  1. The Board will fill any vacancy in the Board and any director position to be filled due to an increase in the number of directors. A vacancy is filled by the affirmative vote of a plurality of the remaining directors, even if it is less than a quorum of the Board, or if it is a sole

 

remaining director.  A director selected to fill a vacancy will serve for the unexpired tenn of his or her predecessor in office.

 

 

Annual Meeting

 

  1. The annual meeting of the Board may be held without notice other than these Bylaws, if held on the second Monday in September of each year at the Corporation's principal office in Texas. If the annual meeting is not the second Monday, the annual meeting shall be held during the month of September and notice shall be given as set out in these Bylaws.

 

Regular Meeting

 

  1. The Board may provide for regular meeting by resolution stating the time and place of such meetings. The meetings may be held inside or outside Texas, and will be held at the Corporation's principal office in Irving, Texas if the resolution does not specify the location of the meetings. No notice of regular Board meetings is required other than a Board resol ution stating the time and place of the meetings unless a new resolution is adopted changing the date, time or place in which case five (5) days' written notice shall be given of the change if the notice is sent by e-mail; ten (10) days' notice shall be given if the notice is sent by regular mail.

 

Special Meetings

 

  1. Special Board meetings may be called by, or at the request of, the president or any three directors.  A Special meeting must be held in Irving, Texas.  The person or persons calling a special meeting will inform the secretary of the Corporation of their infonnation to be included in the notice of the meeting. The secretary of the Corporation will give notice to the directors as these Bylaws require.

 

Notice

 

  1. Written notice of any special meeting of the Board will be delivered to each director not less than five (5) day before the meeting if the notice is sent by e-mail or ten (10) day if sent by regular mail. The notice will state the place, day and time of the meeting; who called it; and the purpose or purpose for which it is called.

 

Quorum

 

  1. A maJonty of the number of elected or appointed directors then in office constitutes a quorum for transacting business at any Board meeting. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of directors required for a quorum. If a quorum is never present at any time during a meeting, a majority of the directors present may adjourn and reconvene the meeting once without further notice.

Bylaws of

Irving Family Advocacy Center, Inc.

Adopted September 10, 2015 Page 3 of 2l

 

 

Duties of Directors

 

  1. Directors will discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the Corporation's best interest. In this context, the tenn "ordinary care" means the care  that ordinarily prudent person in similar positions would exercise under similar circumstances. In discharging any duty imposed or power conferred on directors, directors may, in good faith, rely on infonnation, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that has been prepared or presented by a variety of person, including officers and employees of the  Corporation,  professional advisors or experts such as accountants or legal counsel. A director is not relying in good faith if he or she has knowledge concerning a matter in question that renders reliance unwarranted.

 

Directors are not deemed to have the duties of trustees or a trust with respect to the Corporation or with respect to any property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.

 

Duty to Avoid Improper Distributions

 

  1. Directors who vote for or assent to improper distributions are jointly and severally liable to the Corporation for the value of improperly distributed assets, to the extent that, as a result of the improper distribution or distributions, the Corporation lacks sufficient assets to pay its debts. Any distribution made when the Corporation is insolvent, other than in payment of Corporate debts, or any distributions that would render the Corporation insolvent, is an improper distribution. A distribution made during liquidation without payment and discharge of all known debts, obligations, and liabilities is also improper. Directors present at a Board meeting at which the improper action is taken are presumed to have assented, unless the dissented in writing or their dissent is clearly shown in the minutes. The written dissent must be filed with the secretary of the corporation before adjournment of the meeting in question or mailed to the secretary by registered mail immediately after adjournment.

 

A director is not liable if, in voting for or assenting to a distribution, the director (1) relies in good faith and with ordinary care on infonnation, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the Corporation; legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or a committee of the Board of which the director is not a member; (2) while acting in good faith and with ordinary care, considers the Corporation 's assets to be at least that of their book value; or

(3) in detennining  whether the Corporation made adequate provision for paying, satisfying, or discharging all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other infonnation concerning a person who was or became contractually obligated  to satisfy  or discharge  some or all of these  liabilities or obligations.    Furthennore,

 

directors are protected from liability if, in exercising ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the Corporation.

Directors held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person.

 

Delegating Duties

 

  1. The Board of Directors may select advisors and delegate duties and responsibilities to them, such  as the full power to buy or otherwise acquire stocks, bonds, securities, and other investments on the Corporation's behalf; and to sell, transfer, or otherwise dispose of the Corporation's assets and properties at a time and for a consideration that the advisor deems appropriate. The directors have no liability for actions taken or omitted by the advisory if the Board acts in good faith and with ordinary care in selecting the advisor. The Board may remove or replace the advisor at any time and without any cause whatsoever.

 

Interested Directors

 

  1. Contracts or transactions between directors or officers who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the director or officer is present at or participates in the meeting that authorizes the contract or transaction, solely because the interested party's votes are counted for the purpose. However, every director with any personal interest in the transaction must disclose all material facts as to the relationship and the interest and concerning the transaction, including all potential personal benefit and potential conflicts of interest, to the other members of the Board or other group authorizing the transaction. The transaction must be approved by  a majority of the uninterested directors or other group with the authority to authorize the transaction and the contract or transaction is fair to the corporation when the contract or transaction is authorized, approved or ratified by the board of directors.

 

Actions of Board of Directors

 

  1. Although the Board will try to act by consensus, formal actions of the Board will require a vote. The vote of a majority of directors present and voting at a meeting at which a quorum is present is enough to constitute the act of the Board, unless the act of a greater number is required by law or by some other provision of these Bylaws. A director who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the Board's decision.

 

Proxies

 

  1. A director may vote by proxy.

 

 

Compensation

 

  1. Directors shall not be paid a salary or a fixed sum for their attendance at Board meetings. By resolution of the Board, Directors may have their reasonable and  necessary expenses reimbursed which were incurred in the service of the Corporation. A director may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a director will be reasonable and commensurate with the services performed.

 

Removing Directors

 

  1. The Board may vote to remove a director at any time, with or without cause. Good cause for removal of a director includes the unexcused failure to attend three consecutive Board meeti ngs. A meeting to consider removing a director may be called and noticed following the procedures provided in these Bylaws for a special meeting of the Board of Directors of the corporation. The notice of the meeting will state that the issue of possibly removing the director will be on the agenda.

 

At the meeting, the director may present evidence of why he or she should not  be removed.

 

A director may be removed by the affirmative vote of a majority vote determined as provided in Section 4.10 (Quorum) and Section 4. I 5 (Actions of the Board of Directors).

 

Change in Number

 

  1. The number of directors may be increased or decreased from time to time by amendment to these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director or decreasing the number of directors to less than seven. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at the regular meeting or at a special meeting of the Board of Directors called for that purpose.

 

ARTICLE 5
OFFICERS

 

Number

 

  1. The officers of the Corporation shall consist of a president, one or more vice presidents, a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person, except that the president and secretary shall not be the same person. The Board may create additional officer positions, define the authority and duties or each such position, and elect or appoint persons to fill the positions.

 

Election and Term of Office

 

  1. The Corporation's officers will be elected annually by the Board at the at the annual Board meeting. If officers are not elected at this time, they will be elected as soon thereafter as possible. Officers need not be directors. Each officer will hold office until a successor is duly selected and qualifies. An officer may be elected to succeed himself or herself in the same office. Each Officer member will continue to serve as Officer until a successor is appointed. However, an Officer's term may end earlier if the member dies, ceases to qualify, resigns, or is removed as a member.

 

Removal

 

  1. Any officer elected by the Board may be removed by the Board with or without good cause. Removing an officer will be without prejudice to the officer's contractual rights, if any.  Election of an officer or agent shall not of itself create contractual rights.

 

Vacancies

 

  1. The Board may elect a person to fill a vacancy in any office for the unexpired portion of the officer's term.

 

President

 

  1. The president is the Corporation's chief executive officer. He or she  will supervise and control all of the Corporation's business and affairs and will preside  at  all meetings of the Board. The president may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board authorizes to be executed. However, the president may not execute instruments on the Corporation's behalf if this power is expressly delegated to another officer or agent of the Corporation by the Board, these Bylaws, or statute. The president will perform other duties prescribed by the Board and all duties incident to the office of president. The president will be a member ex officio of all committees of the Corporation.

 

Vice President

 

  1. When the president is absent, cannot act, or refuses to act, a vice president will perfonn the president's duties. When acting in the president's place, the vice president has all the powers of - and is subject to all the restrictions on -the president. Ifthere is more than one vice president, the vice presidents will act for the president in the order of their designation (i.e., first vice president will be first in line, second vice president will be second in line, etc.). A vice president will perform other duties as assigned by the president or Board.

 

Treasurer

 

  1. The Treasurer will have oversight of the following.

    1. Corporation funds and securities.

 

  1. Receiving and providing receipts for moneys due and payable to the Corporation from any source.

  2. Deposit all moneys in the Corporation's name in banks, trust companies, to other depositaries as these Bylaws provide or as the Board or president directs;

  3. Write checks and disburse funds to discharge the Corporation's obligations. The Board will have policies and procedures concerning when a check shall require two signatures.

  4. Maintain the Corporation's financial books and records.

(t) Prepare financial reports at least annually.

  1. Perform other duties as assigned by the president or the Board.

  2. Ifthe Board requires, give a bond for faithfully discharging his or her duties in a sum and with a surety as determined by the Board.

  3. Perform all of the duties incident to the office of treasurer.

 

Assistant Treasurer
 
  1. The assistant treasurers, in the order of their designation  unless otherwise determined by the Board of Directors, shall, in the absence or disability of the treasurer, perform the duties and have the authority and exercise the powers of treasurer. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe, or the president may from time to time delegate.

 

Secretary

 

  1. The Secretary will have oversight of the following:

  1. Giving all notices as provided in the bylaws or as required by law.

  2. Taking minutes of the meeting of the members and the Board and keeping the minutes as part of the corporate records and seal.

  3. Maintaining custody of the corporate records and seal.  Custody of the corporate records and seal to be maintained on the premises of the Family Advocacy Center.

  4. Affixing the corporate seal to all documents as authorized.

  5. Keeping a register of the mailing address of each member, director, officer, and employee of the Corporation.

  6. Performing duties as assigned by the president or the Board.

  7. Performing all duties incident to the office of secretary.

 

Assistant Secretaries

 

5.I 0    The assistant secretaries, in the order of their designation unless otherwise determined by the Board of Directors, shall, in the absence or disability of the secretary, perform the duties and have the authority and exercise the powers of the secretary.  They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe, or as the president may from time to time delegate.

 

Filling of Offices

 

5.11   The Board of Directors of the Corporation shall not be required to fill the offices of vice president, assistant secretary and assistant treasurer, or to name an Executive Committee until, in the opinion of the Board, there is a need for such officers, or any of them, to be filled.

 

 
ARTICLE 6
COMMITTEES

 

 

Establishing  Committees

 

  1. The Board may adopt a Motion establishing one or more committees, delegating specified authority to a committee, and appointing or removing members of a committee. A committee will include two or more directors and may include persons who are not directors. If the Board delegates any of its management authority to a committee, the majority of the committee will consist of directors. The president may appoint, with Board approval, all committees and the committee chairperson. The Board may establish qualifications for membership on a committee.

 

Establishing a committee or delegating authority to it will not relieve the Board, or any individual director, of any responsibility imposed by these Bylaws or otherwise imposed by law. No committee has the authority of the Board to:

 

  1. Amend the articles of incorporation.

  2. Adopt a plan or merger or of consolidation with another corporation.

  3. Authorize  the  sale, lease, exchange,  or mortgage  of all or substantially  all  of the Corporation's property and assets.

  4. Authorize voluntary  dissolution of the Corporation.

  5. Revoke proceedings for voluntary dissolution of the Corporation.

(t) Adopt a plan for distributing the Corporation's assets.

  1. Amend,  alter  or  repeal  these  Bylaws;  provided,  however,  a  Committee  may  be formed to recommend changes to the Bylaws.

  2. Elect, appoint, or remove a member  of a committee or a director or officer of the Corporation.

  3. Approve  any transaction  to which  the Corporation  is a party  and that  involves a potential conflict of interest as defined below.

(j) Take any action outside the scope of authority delegated to it by the Board.

 

Authorization  of Specific Committees

 

  1. The following commitees are authorized: Nominating  and  Executive Committees. The Board will  define the activities and scope of authority of each additional committee by resol ution or motion.

 

 

Term of Office

 

  1. Each committee member will continue to serve on the committee until a successor is appointed. However, a committee member's term may terminate earlier if the committee is terminated, or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy on a committee will serve for the unexpired portion of the terminated committee member's term.

 

Chair and Vice-Chair

 

  1. One member of each committee may be designated as the committee chair, and another member of each committee may be designated as the vice-chair, if needed . Committee structure may be informal. The chair and vice-chair will be appointed by the president with Board approval. The chair will call and preside at all meetings of the committee. When the chair is absent, cannot act, or refuses to act, the vice-chair will perform the chair's duties.  When a vice-chair acts for the chair, the vice-chair has all the powers of - and is subject to all the restrictions on -the chair.

 

Notice of Meetings

 

  1. Written notice of a committee meeting will be delivered to each member of a committee before the date of the meeting  in accordance with the notice  provisions of Section

11.01.  Delivery may be by email.  The notice will state the place, day, and time of the meeting, and the purpose or purposes for which it is called.

 

Quorum

 

  1. One-half the number of committee members constitutes a quorum for transacting business at any meeting of the committee. The committee members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough committee members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of committee members required for a quorum  Committee work may be done by email or conference call.

 

Actions of Committees

 

  1. Although committees will try to take action by consensus, formal actions of a committee require a vote. The vote of a majority of committee members present voting at a meeting at which a quorum is present is enough to constitute the act of the committee unless the act of a greater number is required by statute or by some other provision of these Bylaws. A committee member who is present at a meeting and abstains from a vote is not considered to be

 

present and voting for the purpose  of determining the act of the committee.   Committee votes may be by email.

 

Proxies

 

  1. A committee member may not vote by proxy.

 

Compensation

 

Committee members may not receive salaries for their services. A committee member may serve the Corporation in any other capacity  and receive compensation for those services. Any compensation that the Corporation pays to a committee member will be reasonable and commensurate with the services performed.

 

Rules

 

  1. Each committee may adopt its own rules, consistent with these Bylaws or with other rules that may be adopted by the Board.

 

Nominating  Committee

 

  1. The Nominating Committee shall consist of three directors. The Nominating Committee shall seek to identify and to develop a list of those persons who could best advance the purposes of the Corporation and who have a desire to serve the Corporation. The Nominating Committee shall provide its list of candidates in  writing to the Secretary of the Corporation as provided in Article 3.03. The Nominating  Committee shall provide a nominee for each expiring director's office and for any vacancies or newly created director's positions which are to be filled at the annual meeting. Nothing contained herein shall prohibit the Board from making additional nominations for any office.

 

Executive Committee

 

  1. (a) Designation. The  Board  of  Directors  may,  by  resolution  or  motion adopted by a majority of the entire Board, designate an Executive Committee consisting of at least five directors and including the president and the treasurer to manage the affairs of the Corporation.

 

  1. Authority . The Executive Committee, to the extent provided in such resolution or motion, shall have any may exercise all of the authority of the Board of Directors in the management of the business and affairs of the Corporation, except where action of the full Board of Directors is required by statute or by the Article of Incorporation (5.01), and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it.

 

  1. Procedure . The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required .

 

  1. Removal. Any member of the Executive Committee may be removed by the Board of Directors by the affirmative vote of a majority of the entire Board, whenever in its judgment the best interests of the Corporation will be served thereby.

 

  1. Responsibility . The designation of an Executive Committee and the delegation of authority to it shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed upon it or the Directors by law.

 

 

ARTICLE 7
TRANSACTION OF CORPORATION

 

Contracts

 

  1. The Board may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation. This authority may be limited to a specific contract or  instrument, or it may extend to any number and type of possible contracts and instruments .

 

Deposits

 

  1. All the Corporation's funds will be deposited to the credit of the Corporation in banks, trust companies, or other depositaries that the Board selects.

 

Gifts

 

  1. The Board may accept, on the Corporation's behalf, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Board may  make gifts and give charitable contributions not prohibited by these Bylaws, the articles of  incorporation, state Jaw, and provisions set out in federal tax law that must be complied with to maintain the Corporation's federal and state tax status.

 

Potential Conflicts of Interest

 

  1. The Corporation may not make any loan to a director or officer of the Corporation. A director, officer, or committee member of the Corporation may lend money to­ and otherwise transact business with - the Corporation except as otherwise provided by these Bylaws, the articles of incorporation, and applicable Jaw. Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting busi ness with the Corporation. The Corporation may not borrow money from - or otherwise transact business with - a director, officer, or committee member of the Corporation unless the transaction is described fully in a legally binding instrument and is in the Corporation's best interests. The Corporation may not borrow money from - or otherwise transact business with - a director, officer, or committee member of the Corporation without full

 

disclosure of all relevant facts and without the Board's approval, not including the vote of any person having a personal interest in the transaction .

 

Prohibited  Acts

 

  1. As long as the Corporation exists, and except with the Board's prior approval, no director, officer, or committee member of the Corporation may:

 

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

 

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

 

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

 

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

 

  1. Use the Corporation's assets, directly or indirectly, for any purpose other than carrying on the Corporation's business.

 

(t) Wrongfully transfer or dispose of Corporation property, including intangible property such as good will.

 

  1. Use the Corporation's name (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 business.

 

  1. Disclose any of the Corporation's business practices, trade secrets, or any other infonnation not generally known to the business community to any person not authorized to receive it.

 

  1. Disclose any confidential infonnation relating to the Corporation' s clients which was received by the Corporation or its agent, directly or indirectly, though its counseling services or other programs or activities offered to its clients.

 

Property

 

  1. All property of the Corporation shall be held in the name of the Corporation. No part of any of the Corporation 's properties shall be used for the benefit of any officer or director except for reasonable and necessary compensation paid for services rendered.

 

ARTICLE 8
BOOKS AND RECORDS

 

Required Books and Records

 

8.0 I     The Corporation  will  keep correct and complete books and records of account. The books and records include:

  1. A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including but not limited to the articles of incorporation, and any articles of amendment, restate articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.

  2. A  copy  of all  bylaws, including  these  Bylaws,  and  any  amended  versions or amendments to them.

  3. Minutes  of the  proceedings  of the  Board,  and  committees  having  any  of  the authority of the Board.

  4. A list of the names and addresses of the directors, officers, and any committee members of the Corporation.

  5. A financial statement showing the Corporation's assets, liabilities, and net worth at the end of the five most recent fiscal years.

  6. A financial  statement showing the Corporation's  income and expenses for three most recent fiscal years.

  7. All  rulings,  letters, and  other  documents  relating  to  the  Corporation's  federal state, and local tax status.

  8. The Corporation's federal, state, and local tax information or income-tax returns for each of the Corporation's three most recent tax years.

  9. A statement of support, revenue ancJ expenses;

U)        A statement of changes in fund balances;

  1. A statement of functional expenses; and

  2. a balance sheet for each fund.

 

Inspection and Copying

 

8.02  Any director or officer of the Corporation may inspect and receive copies of all the corporate books and records required to be kept under the bylaws. Such a person may, by written request, inspect or receive copies if he or she has a proper purpose related to his or her interest in the Corporation. He or she may do so through his or her attorney or other duly authorized representative. The inspection may take place at a reasonable time, no later than ten working days after the Corporation receives a proper written request. The Board may establish reasonable copying fees, which may cover the cost of materials and labor but may not exceed

$0.25 cents per page.  The Corporation will provide requested copies of books or records no later than ten working days after receiving a proper written request.

 

ARTICLE 9
FISCAL YEAR

 

The Corporation's fiscal year of the Corporation will begin on the first day of October and end on the last day in September in each year.

 

ARTICLE 10
INDEMNIFICATION

 

When Indem nification  is Required, Permitted, and Prohibited

 

10.01(a)          The Corporation will indemnify a director, officer, committee member, employee, or agent of the Corporation who was, is or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the Corporation's request as a director, officer, committee member, partner, venture, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee-benefit plan, or other enterprise.

 

(b} The Corporation will indemnify a person only if he or she acted 1 good faith and reasonably believed that his or her conduct was in the Corporation's best interests. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation will not indemnify a person who is found liable to the Corporation or is found liable to another on the basis or improperly receiving a personal benefit from the Corporation or based on engaging in conduct prohibited by Article

7.05. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter ifthe person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation.

 

  1. The Corporation will pay or reimburse expenses incurred by a director, officer, committee member, employee, or agent  of the Corporation in connection with the person's appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not a named defendant or respondent in the proceeding.

 

  1. In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a director, officer, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation will not indemnify any person in any situation in which indemnification is prohibited by this paragraph 10.01.

 

(e}      The Corporation may advance expenses incurred or to be incurred in the defense of a proceeding to a person who might be eventually entitled to indemnification, even though there has been no final disposition of the proceeding. Advancement of expenses may occur only when  the  procedural  conditions  specified  in paragraph  I0.03(c),  below,  have  been  satisfied .

 

Furthennore, the Corporation will never advance expenses to a person before final disposition of a proceeding if the person is a named defendant or respondent in a proceeding brought by the Corporation or if the person is alleged to have improperly received a personal benefit or committed other willful and intentional misconduct.

 

Extent and Nature of Indemnity

 

  1. The indemnity pennitted under these Bylaws includes indemnity against judgments, penalties (including excise and similar truces), fines, settlements, and reasonable expenses (including attorney's fees) actually and necessarily incurred in connection with the proceeding. If the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.  No indemnification will be made in relation to a matter in which a person is adjudged to have been liable for gross negligence or intentional miscond uct in the perfonnance of duty.

 

I 0.03(a)          Before the Corporation may pay any indemnification expenses (including attorney's fees), the Corporation must specifically detennine the indemnification is pennissible, authorize indemnification, and detennine that expenses to be reimbursed are reasonable, except as provided in subparagraph (c) below. The Corporation may make these determinations and decisions by any one of the following procedures:

  1. Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding;

  2. Ifsuch a quorum cannot be obtained, by a majority vote of a committee of the Board, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding;

  3. Determination by special legal counsel selected by the Board by the same vote as provided in subparagraphs (i) or (ii), above; or

  4. If such a quorum cannot be obtained and such a committee cannot be established, including if such a quorum cannot be obtained or a committee established because all directors have been named in the lawsuit, then by a majority vote of all directors.

  1. The Corporation will authorize indemnification and detennine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is pennissible. If special legal counsel determines that  indemnification  is  pennissible, authorization of indemnification and determination of reasonableness of expenses will be made as specified by subparagraph (a)(iii) or (iv), above, governing selection of special legal counsel. A provision contained in the articles of incorporation, or a resolution of the Board that requires the indemnification permitted by paragraph 10.0 I, above, constitutes sufficient authorization in the same manner as the determination that indemnification is permissible.

  2. The Corporation will advance expenses before final disposition of a proceeding only after it detennines that the facts then known would not preclude indemnification. The Detennination that the facts then known to those making the determination would not preclude indemnification and authorization of payment to be made in the same manner as a determination that indemnification is pennissible under subparagraph (a), above.

 

 

In addition to this determination, the Corporation may advance  expenses  only after it receives a written affirmation and undertaking from the person to receive the advance. The person's written affirmation will state that he or she has met the standard of  conduct necessary for indemnification under these Bylaws. The written undertaking will provide for repayment of the amounts advanced  by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking will be an unlimited general obligation of the person, but it need not be secured and may be accepted  without reference to financial ability to repay.

 

  1. If a Director or Committee member has not followed the requirements of these Bylaws and any applicable policies and procedures for the Board and Committees that may be a factor in any decision regarding indemnification.

 

ARTICLE 11
NOTICES

 

Notice

 

  1. Any notice required or permitted by these Bylaws to be given to a director, officer, or member of a committee of the Corporation may be given by mail, facsimile transmission, or electronic mail (e-mail). Ifmailed, a notice is deemed delivered when deposited in the mail addressed to the person at his or her address as it appears on the corporate records, with postage prepaid. If given by facsimile transmission or electronic mail, a notice is deemed delivered when a confirmation notice shows transmission to the person's facsimile number or e­ mail address as it appears in the corporate records. A person may change his or her address or facsimile number in the corporate records by giving written notice of the change to the secretary of the corporation.

 

Signed Waiver of Notice

 

  1. Whenever any notice is required by law or under the articles of incorporation or these Bylaws, a written waiver signed by the person entitled to receive such notice is considered the equivalent of giving the required notice. A waiver of notice  is effective whether signed before or after the tie stated in the notice being waived.

 

Waiving Notice by Attendance

 

  1. A person's attendance at a meeting constitutes waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

 

ARTICLES 12
SPECIAL PROCEDURES CONCERNING MEETINGS

 

  1. The Board of Directors and any committee of the Corporation may hold a meeting by means of a remote electronic communications system, including conference calls, video conferencing technology or the Internet. In all meetings held by a remote electronic communications system, matters must be arranged in such a manner that all persons participating in the meeting can hear each other; the notice of the meeting by a remote electronic communications system must state the fact that the meeting will be held by a remote electronic communications system as well as other matters required to be included in the notice; and a person's participating in a conference-call meeting constitutes his or her presence at the meeting. Each person entitled to participate in the meeting must consent to the meeting being held by means of that system and the system must provide access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant.

 

  1. Any decision required or permitted to be made at a meeting of the Board or any committee of the Corporation may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by the number of  directors  or committee members necessary to take that action at a meeting at which all of the directors or committee members are present and voting to vote on the matter. The original signed consents will be placed in the Corporation minute book and kept with the corporate records. The consent must state the date of each director's or committee member's  signature.

 

Each written consent must be signed and bear the date of signature of the person signing it. A telegram, telex, cablegram, or similar transmission by a director or committee member, or a photographic, facsimile, or similar production of a signed writing, will be treated as an original signed by the director or committee member.

 

Consents must be delivered to the Corporation. The consents must be delivered to the Corporation within 60 days after the date that the earliest-dated consent was delivered to the Corporation. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the Corporation's registered office, registered agent, principal place of business, transfer agent, register, exchange agent, or an officer or agent having custody of books in which relevant  proceedings are recorded. If delivery is made to the Corporation's principal place of business, the consent must be addressed to the president or principal executive officer.

 

The Corporation will give prompt notice of the action taken to persons who do not sign consents. If the action taken requires documents to be filed with the secretary of state, the filed documents will indicate that these written consent procedures were followed to authorize the action and filing.

 

ARTICLE 13
AMENDING BYLAWS

 

These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the Board of Directors. The notice of any meeting at which these Bylaws are altered, amended, or repealed, or at which new bylaws are adopted will include the text of the proposed bylaws provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions. However, this requirement shall not prevent the Board from considering any revisions or additions that differ from the proposed Bylaws sent to the Board in the Notice.

 

ARTICLE  14
DISSOLUTION

 

The Corporation may be dissolved at any time upon the written consent of not less than two-thirds (2/3) of the entire number of Directors. In the event of dissolution other than for reorganization, voluntary or involuntary, none of the property of the Corporation nor any proceeds thereof, shall be distributed to the directors, officers or employees of the Corporation; but after payment of all indebtedness of the Corporation, its property and assets shall be given to such non-profit, charitable organization(s) as the Board of Directors may designate by majority vote.

 

ARTICLE I5 
MISCELLANEOUS  PROVISIONS

 

Legal Authorities Governing Construction of Bylaws
  1. These Bylaws will be construed under Texas law. All reference in these Bylaws to statutes, regulations, or other sources of legal authority  will refer to the authorities cited, or their successors, as they may be amended from time to time.

 

Legal  Construction

 

  1. To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations. If any bylaw provision is held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other provisions, and the bylaws will be construed as if they had not included the invalid, illegal or unenforceable provision.

 

Headings

 

  1. The headings used in these bylaws are for convenience and may not be considered in construing the bylaws.

 

Number

 

  1. All singular words include the plural, and all plural words include the singular.

 

Seal

 

  1. The Board of Directors may provide for a corporate seal. Such a seal would consist of two concentric circles containing the words "Irving Youth and Family Counseling Services," "Texas,"  in one Circle and the word ''Incorporated" together with the date of incorporation in the other circle.

 

Power of Attorney

 

  1. A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary to be kept with the corporate records.

 

Parties Bound

 

  1. The bylaws will bind and inure to the benefit of the directors, officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as the bylaws otherwise provide .

 

CERTIFICATE OF SECRETARY

 

I certify that I am the duly elected and acting secretary of Irving Youth and Family Counseling Services, Inc., and that these Bylaws constitute the Corporation's Bylaws. These Bylaws are duly adopted at a meeting of the Board of Directors held on March 9, 2015.