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Bylaws - 11/01/2009 Brazos Animal Shelter, Inc. Bylaws ARTICLE I – Title Section 1.01. The name of the non-profit Corporation governed by these Bylaws is the Brazos Animal Shelter, Inc. ARTICLE II – Legal Status Section 2.01. The Corporation is organized under the Texas Non-Profit Corporation Act and other applicable Texas and Federal laws. ARTICLE III – Purpose Section 3.01. The purpose of the Corporation shall be to promote the health, safety, education and welfare of the citizens of the Cities of Bryan and College Station and of Brazos County, Texas, through the humane collection, care, treatment, detention and disposition of abandoned, stray, wild and diseased animals and such other exclusively charitable and education purposes within the meaning of section 501(c )(3) of the Internal Revenue Code of 1986 as amended. Additionally, the Corporation shall offer its service and support to the Cities of College Station and Bryan, Texas, and Brazos County, Texas, in fulfilling their obligations to collect, care for, and detain stray and abandoned animals within their jurisdiction, to provide rabies quarantine services, to administer the County licensing program, and to aid in support of litigation in animal cruelty cases. In furtherance thereof, the Corporation may purchase or lease property and receive property by gift, devise or bequest, and invest and reinvest the same, and apply the income and principle thereof, as the Board of Directors may from time to time determine, either directly or through contributions to any charitable organization or organizations, exclusively for charitable or educational purposes. Brazos Animal Shelter Bylaws Amended November 2009 Page 1 In furtherance of its stated purposes, the Corporation shall have the general powers enumerated in Chapter 22 of the Texas Business Organization Code and all other relevant Texas statutes. ARTICLE IV – Membership Section 4.01. Membership. The Brazos Animal Shelter, Inc. shall have no members. ARTICLE V – Board of Directors Section 5.01. The Board of Directors will manage the corporate affairs of the Corporation. Section 5.02. The Board of Directors shall consist of fifteen (15) voting members whose nomination and approval shall be conducted in the following manner: A.Three directors shall be appointed as follows: (1)One citizen member appointed by the City Manager of the City of College Station who is not an employee, officer, or elected official of the City of College Station (2)One citizen appointed by the City Manager of the City of Bryan who is not an employee, officer, or elected official of the City of Bryan (3)One citizen appointed by the County Judge of Brazos County, Texas who is not an employee, officer, or elected official of Brazos County B.Three directors shall be appointed as follows: (1)One citizen member appointed by the City Council of the City of College Station who may be an employee, officer, or elected official of the City of College Station (2)One citizen appointed by the City Council of the City of Bryan who may be an employee, officer, or elected official of the City of Bryan (3)One citizen appointed by the Commissioner’s Court of Brazos County, Texas who may be an employee, officer, or elected official of Brazos County C. Nine at-large directors shall be determined as provided below. Section 5.03. At-Large Directors. The remaining nine directors of the Board of Directors shall serve two-year terms, with a maximum of three consecutive terms. At-large directors who have served three consecutive terms are eligible for re-election or reappointment to the Board Brazos Animal Shelter Bylaws Amended November 2009 Page 2 of Directors after they have been off the Board for at least one year. At-large directors of the Board of Directors will be appointed to the Board upon nomination by the Nominating Committee and election by a majority of the then-sitting Board. The Nominating Committee shall submit nominations to the Board for at-large director positions at the August meeting each year for those directors whose terms conclude on September 30 of that year. The Board of Directors shall vote on said nominations at the September meeting of each year and the terms of the officers elected to serve will commence on October 1 of each year. In the case of vacancies in the at-large director positions, the Nominating Committee shall submit nominations to the Board and the Board shall vote upon same as soon as is practical. Section 5.04. Terms. A.The initial fifteen (15) person Board of Directors shall hold office as follows: (1)Each Director, whether appointed or at-large, shall serve for terms of two years commencing on the first day of October following election or th appointment and ending the 30 day of September of the appropriate year, except as hereinafter provided. In order to provide staggered terms, the following members of the Board of Directors will initially serve a one-year term: a.One of the Directors provided for in Section 5.02A; b.One of the Directors proved for in Section 5.02B; and c.Five of the at-large Directors provided for in Section 5.02C. (2)No Director shall serve more than three (3) consecutive two-year (2) terms without a year off from the Board. A Director elected or appointed to an initial one-year term may serve three (3) two-year (2) terms prior to being required to take a year off from the Board. Section 5.05. Qualifications of the Board of Directors. A member of the Board must reside or own property within Brazos County, Texas Section 5.06. Meetings. Regular meetings of the Board of Directors shall be held at least monthly at a time and place to be fixed by resolution of the Board. Special Board meetings may be called by, or at the request of, the President or any two directors. The director(s) requesting a special meeting shall inform the Corporation’s Secretary of the information to be included in the notice of the special meeting. Brazos Animal Shelter Bylaws Amended November 2009 Page 3 Section 5.07. Quorum. A quorum shall consist of two-thirds (2/3) of the acting Board members. Section 5.08. Vote. The affirmative vote of a majority of Directors present shall be required to take any action, unless otherwise provided for in these Bylaws. Section 5.09. Duties. It is the duty of the Board of Directors to plan, supervise and review the operations of the Corporation; to discover and analyze projects, plans and means of furthering the purposes of the Corporation and to select such projects, plans and means as it may deem worthy of implementation. The Board shall annually approve the budget submitted to it by the Executive Director of the Corporation for the expenditure of all funds anticipated to be available to it. Directors will discharge their duties, including duties as committee members, in good faith, with ordinary care, and in the manner they reasonably believe to be in the Corporation’s best interest. In this context, “ordinary care” means the care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In discharging any duty imposed or power conferred upon directors, directors may, in good faith, rely on information, opinions, reports or statements, including financial statements and other financial data, concerning the Corporation that has been prepared or presented by a variety of persons, 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 they have knowledge concerning a matter in question that renders reliance unwarranted. Directors are not deemed to have the duties of trustees of 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. Section 5.10. Delegating Duties. The Board may select advisors and delegate duties and responsibilities to them, such as the power to sell, transfer, or otherwise dispose of the Corporation’s assets and properties at a time and for a consideration that the Board deems appropriate. The directors shall have no liability for actions taken or omitted by the advisors if the Board acts in good faith and with ordinary care in selecting the advisor(s). The Board may remove or replace the advisor(s) at any time and without cause. Section 5.11. Removal. The Board may vote to remove a director at any time, without cause, upon a vote of at least ten (10) members of the Board. The failure to attend three (3) Brazos Animal Shelter Bylaws Amended November 2009 Page 4 consecutive Board meetings or any four (4) regular meetings in one fiscal year shall cause the issue of removal to automatically be placed upon the agenda of the next succeeding meeting of the Board of Directors after the last infraction. Removal of a director for failure to attend Board meetings under this section requires good cause and a majority vote of the Board of Directors. Section 5.12. Vacancies. Vacancies to the appointed position on the Board of Directors as specified in Sections 5.02A and 5.02B shall be filled by the appropriate appointing body. Vacancies occurring in the at-large director (Section 5.02C) positions shall be filed by a majority vote of the Board of Directors for the unexpired portion of the term. Section 5.13. Directors appointed under Section 5.02B may not vote on any matter relating to the fiduciary or contractual relationship between the Corporation and the governmental entity by which they are employed. Section 5.14. Conflict of Interest in General. No officer or director of the Corporation shall be interested (financially), directly or indirectly, in any contract relating to the operations conducted by the Corporation, nor in any contract for furnishing services or supplies to the Corporation, unless such contract is authorized by a majority of the Board of Directors at a meeting in which the presence of such interested director(s) is not necessary for the purposes of the quorum or for the purposes of a majority vote, and the fact and nature of such interests is fully disclosed or known to the directors present at the meeting at which such contracts shall be authorized. Section 5.15. Manner of Acting. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the act requires a vote by a greater number under these by-laws, in which case, an act by that number of the Board of Directors shall be the act of the Board of Directors. The act of the Executive Committee of the Board of Directors shall be the act of the Board of Directors, but is subject to review and rescission by a majority of the Board of Directors at the Board’s next regular meeting. ARTICLE VI – Officers Section 6.01. Number and Title. The Corporation’s officers shall be a President, Vice President, Secretary, and Treasurer. An Executive Director will be hired by the Board of Directors to serve the Corporation. Brazos Animal Shelter Bylaws Amended November 2009 Page 5 Section 6.02. Election of Officers. The Nominating Committee shall present a slate of officers to the full board at the Board’s August meeting each year. The slate shall consist of the president, vice-president, secretary and treasurer, and one at-large member of the Board to serve on the Executive Committee. The slate shall be voted upon at the September meeting, and those elected shall take office for one-year terms on the following October 1. They shall serve until their successors are chosen and qualified. Section 6.03. Removal and Vacancies. Any officer elected may be removed by a vote of at least ten (10) members of the Board whenever, in the Board’s judgment, the best interest of the Corporation will be served thereby. Removing the officer will be without prejudice to the officer’s contractual rights, if any. Election of an officer shall not of itself create a contractual right. The Board may select a member of the Board of Directors to fill the vacancy of any office for the unexpired portion of the officer’s term. Section 6.04. Duties. Each Officer shall assume the responsibility for performing such duties as are normally vested in such office being always subject to the policies and directions of the Board of Directors. A.President: The President shall preside at all meetings of the Board. The President is responsible to the directors for overall direction of the affairs and the business of the Board of Directors. The President may execute on behalf of the Board of Directors any deeds, bonds, contracts, obligations or other instruments necessary or convenient to transactions or other business that the directors have authorized, except for cases where signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Board of Directors, or shall be required by law to be otherwise signed or executed. The President shall be the Chairman of the Executive Committee and shall be an ex-officio member of all other committees of the Corporation, except the Nominating Committee. In general, the President shall perform all duties incident to the office of President. The Board may prescribe other duties from time to time. B.Vice-President: In the absence of the President, the Vice President shall perform the duties of the President. When so acting, the Vice President shall have all the power of and be subject to all the restrictions upon the President. In the event of the President’s inability or refusal to act, the majority of the Directors present at the meeting at which a quorum is present may authorize the Vice President to preside. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors. The execution of any instrument of the Corporation by the Vice President shall be conclusive evidence, as to third parties, of his authority to act for the President. Brazos Animal Shelter Bylaws Amended November 2009 Page 6 C. Secretary: The Secretary of the Board of Directors shall cause a record to be kept of the Proceedings of the Board of Directors. The Secretary will give all notices as provided in these Bylaws or as required by law. This officer shall be custodian of all books, documents, and papers filed with the Board of Directors, the minute book or journal of the Board of Directors, and its official seal. The Secretary shall have the authority to cause copies to be made of all the minutes and other records and documents of the Board of Directors. The Secretary may certify under the official seal of the Corporation that such copies are true copies. All persons dealing with the Board of Directors may rely on such certification. The Secretary will perform duties as assigned by the President of the Board and will perform all duties incident to the office of Secretary. D.Treasurer: The Treasurer also has the duty and authority, in addition to the President or Executive Director, to control the financial matters for the Board of Directors including but not limited to: receiving and giving receipts for monies due and payable to the Corporation from any source; depositing all monies in the Corporation’s name in banks or other depositories as these Bylaws provide or the Board directs; writing checks and disbursing funds to discharge the Corporation’s obligations, upon the co-signature of the President, Vice-President or Executive Director; maintaining the Corporation’s financial books and records; and preparing financial reports annually, with the aid of the Corporation’s professional staff. The Treasurer performs other duties as assigned by the President of the Board and will perform all of the duties incident to the office of the Treasurer. E.Executive Director: The Executive Director shall be hired by and report to the Board of Directors on such terms and conditions mutually agreeable and shall have the authority to conduct all ordinary business on behalf of the Corporation and execute and deliver on behalf of the Corporation any contract, conveyance, or similar document not requiring approval by the Board of Directors and shall be a co- signatory on all checks drawn on accounts of the Corporation along with either the President, Vice-President, Secretary, or Treasurer. The Executive Director shall cause to be made at each meeting of the Board of Directors a report on the various operations, projects, and functions of the Corporation and shall provide an annual report at the November meeting of the Board. The Executive Director serves at the pleasure of the Board of Directors and is subject to termination without cause upon a majority vote of the Board. Section 6.05. Executive Committee of the Board of Directors. The officers of the Board of Directors, the immediate past-president of the Board, and one member of the Board elected at large shall form the Executive Committee of the Board of Directors. In the event that there is Brazos Animal Shelter Bylaws Amended November 2009 Page 7 no immediate past president serving on the Board, two (2) members of the Board at large shall be elected to the Executive Committee. The Executive Committee shall be authorized to conduct the business of the Board between regular meetings of the Board and on an emergency basis. The Executive Committee shall conduct an annual performance evaluation of the Executive Director in writing. The Executive Committee shall report any action(s) taken to the full Board at the next regular meeting of the Board. ARTICLE VII – Committees Section 7.01. Appointment. The President may from time to time appoint such standing or ad hoc committees as he/she shall deem advisable to carry out the functions and purposed of the Corporation. Section 7.02. Nominating Committee. There shall be a nominating committee composed of five (5) members of the Board of Directors, all of whom shall be elected by the Board-at-large to one-year terms at the September meeting of the board each year, said terms commencing on the following October 1. It shall be the responsibility of the Nominating Committee to present a slate of officers pursuant to Section 6.02 of these Bylaws and to nominate new members of the Board of Directors as vacancies occur. Any member of the Board is eligible to serve on the Nominating Committee. ARTICLE VIII – Fiscal Matters Section 8.01. Budget. The Executive Director shall prepare an annual budget for expenditure of all funds anticipated to be available to the Corporation to be submitted to the Board of Directors. Section 8.02. Funds. All receipts of the Corporation whether from public or private sources shall be deposited in a financial institution insured by an agency of the Federal Government. Funds on deposit in excess of the amount insured shall be moved and maintained at a separate banking institution. Section 8.03. Financial Records. The Corporation will maintain current true and accurate financial records with full and correct entries made with respect to all financial transactions of the Corporation, including all income and expenditures, in accordance with generally accepted accounting practices. Based on these records the Board will approve an annual report of the financial activity of the Corporation for the preceding year prepared by an outside auditor who is qualified as a certified public accountant. The report will conform to accounting standards as Brazos Animal Shelter Bylaws Amended November 2009 Page 8 promulgated by the American Institute of Certified Public Accountants and will include a statement of support, revenue and expenses and changes in fund balances, a statement of functional expenses, and balance sheets for all funds. Section 8.04. Fiscal Year. The fiscal year for the Corporation shall begin on October 1 and end on September 30. Section 8.05. Spending Authority. The authority to incur debt on behalf of the Corporation, spend the funds of the Corporation, and be a signatory to any Corporation account is the province of the Board. However, the Board may delegate such authority to the Executive Director or any member or employee of the Corporation. Section 8.06. Compensation of Employees and Directors. a. The Board of Directors shall fix the salaries and other compensation of the employees or other agents of the Corporation. b.The directors of the Corporation shall serve as such without salary, but the Board may authorize the payment of reasonable expenses incurred by the directors in the performance of their duties and reasonable compensation for special services rendered by any director. Except as provided in this section, no officer or director of the Corporation shall receive, directly or indirectly, any salary or other compensation from the Corporation. ARTICLE IX – Books and Records Section 9.01. The Corporation will keep correct and complete books and records of account. The books and records will include: (a) 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 or Certificate of Formation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement change of registered office or registered agent. (b)A copy of all Bylaws, including these Bylaws, and any amended version or amendments to them. (c)Minutes of the proceedings of the Board. (d)A list of the names and addresses of the directors, officers, and any committee members of the Corporation. (e)The financial records as described in Section 8.03 of these Bylaws. Brazos Animal Shelter Bylaws Amended November 2009 Page 9 Section 9.02. Inspection and Copying. Any director or officer of the Corporation, upon written request, may inspect and receive copies of the corporate books and records required to be maintained under Section 9.01 of these Bylaws. The inspection will take place at a reasonable time, no later than ten (10) business days after the Corporation receives the written request. The Board may establish reasonable copying fees, which may cover the cost of the materials and labor. The Corporation will provide copies of the requested records no later than ten (10) working days after receiving a written request. ARTICLE X – Indemnification Section 10.01. The Corporation shall indemnify a director, employee or agent of the Corporation who was, is, or may be named a 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. Section 10.02. The Corporation shall indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Corporation’s best interest. In cases of criminal proceeding, the person will 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 of improperly receiving a personal benefit from the Corporation. Section 10.03 For purposes of this article, a person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. The termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendre or its equivalent does not necessarily preclude indemnification by the Corporation. Section 10.04. The Corporation shall pay or reimburse expenses incurred by a director, 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 defendant or respondent in the proceeding. Section 10.05. In addition to the situations otherwise describe in these Bylaws, the Corporation may, but is not required to, indemnify a director, employee, or agent of the Corporation to the extent permitted by law upon a determination to so pursuant to Section 10.08 hereinbelow. The Corporation will not, however, indemnify any person in any situation in which indemnification is prohibited under Section 10.02. Brazos Animal Shelter Bylaws Amended November 2009 Page 10 Section 10.06. The Corporation may advance expenses incurred or to be incurred in the defense of a proceeding to a person who might eventually be entitled to indemnification, even though there has been no final disposition of the proceeding. Advancement of expenses may occur only when the procedural conditions set out in Section 10.08 hereinbelow, have been satisfied. The Corporation will not, under any circumstances, advance expenses to a person before final disposition of a proceeding if the person is named a defendant or respondent in a proceeding brought by the Corporation, or if the person is alleged to have improperly received personal benefit or committed other intentional or willful misconduct. Section 10.07. The indemnity permitted under these Bylaws includes indemnity against judgments, penalties, fines, settlements and reasonable expenses (including attorney’s fees) actually 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. Section 10.08. (a) Before the Corporation may pay any indemnification expenses, the Corporation must specifically: (1) determine that the indemnification is permissible, (2) authorize indemnification, and (3) determine that expenses to be reimbursed are reasonable, except as provided in subparagraph 10.08(c) hereinbelow. The Corporation may make these determinations and decisions, subject to the exceptions set out in subparagraph 10.08 (b) hereinbelow, by any one of the following procedures: (i)Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding. (ii)If such quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the manner 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. (iii)Determination by a special legal counsel selected by the Board of Directors by the same vote as provided in subparagraphs 10.08 (a) (i) and (ii) above, or if such quorum cannot be obtained or such committee cannot be established, by a majority vote of all directors. (b) Subject to subparagraph 10.08(a)(iii) above, to determine if indemnification is permissible, the authorization to indemnify and determination as to the reasonableness of the expenses shall be made as specified in subparagraphs 10.08(a)(i) and (ii) above, of if such quorum or such committee cannot be established, by majority vote of all directors. Any provisions in these Bylaws making indemnification mandatory constitutes sufficient Brazos Animal Shelter Bylaws Amended November 2009 Page 11 authorization to indemnify, even though such provision may not have been adopted or authorized as provided in Section 10.08(a) above. (c) The Corporation will advance expenses before final disposition of a proceeding only after it determines the facts then known do not preclude indemnification, such determination to be made pursuant to the procedures set out in subparagraph 10.08(a) above. ARTICLE XI – Notice Section 11.01. Notice by Mail. Any notice to a director or officer required or permitted by these Bylaws, the Article of Incorporation or by law, may be given be mail or electronic mail (e- mail). If mailed, a notice is deemed delivered when deposited in the mail addressed to the person at their address as it appears in the corporate records, with postage prepaid. A director or officer may change his or her address in the corporate records by giving written notice of the change to the Secretary of the Corporation. ARTICLE XII – Amendment to Bylaws Section 12.01. The Board of Directors shall have the power to alter, amend, or repeal the Bylaws or adopt new Bylaws, but only after giving notice to the directors and officers of the Corporation. The notice will state the date, time and place of the meeting and the proposed amendments or modifications to the Bylaws no fewer than ten (10) and no more than thirty (30) days prior to the meeting date. Action by the directors with respect to the Bylaws shall be taken by an affirmative vote of two-thirds of all directors then in office. ARTICLE XIII – Dissolution Section 13.01. The dissolution of the Corporation shall be authorized at a meeting of the Board of Directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors then in office. Section 13.02. The Corporation shall strictly follow statutory requirements for dissolution of the Corporation as provided in the NON-PROFIT CORPORATION ACT, Texas Business Organizations Code. ARTICLE XIV – Miscellaneous Provisions Brazos Animal Shelter Bylaws Amended November 2009 Page 12 Section 14.01 Legal Authority. These Bylaws will be construed under the Texas law. All references 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. Section 14.02. Legal Construction. To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining tax exemptions that may be available to non-profit Corporations. If any bylaw provision is held invalid, illegal or unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other provision, and the Bylaws will be construed as if they had not included the illegal, invalid, or unenforceable provision. Section 14.03. Headings. The headings used in the Bylaws are for convenience and may not be considered in construing the Bylaws. Section 14.04. Power of Attorney. 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 of the Corporation to be kept with the corporate records. Section 14.05. Parties Bound. The Bylaws will bind and inure to the benefit of the directors, officers, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as the Bylaws otherwise provide. CERTIFICATION OF THE SECRETARY I certify that I am the duly elected and acting Secretary of the Brazos Animal Shelter, Inc. and that these Bylaws constitute the Corporation’s Bylaws. These Bylaws were duly amended at a meeting of the Board of Directors held on _______ day of ________, 2009. Signature Secretary of the Corporation Brazos Animal Shelter Bylaws Amended November 2009 Page 13