BYLAWS

OF

 TEXAS MUNICIPAL COURTS FOUNDATION  

Approved June 22, 2018

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PREAMBLE

These Bylaws are subject to, and governed by, the Texas Business Organizations Code (the “Code”) and the Certificate of Formation of the Corporation. In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Code or the provisions of the Certificate of Formation of the Corporation, such provisions of the Code or the Certificate of Formation of the Corporation, as the case may be, will be controlling.

ARTICLE I
NAME, PURPOSE AND POWERS

Section 1.   Name. The name of this corporation is Texas Municipal Courts Foundation (the “Corporation”).

Section 2.   Purpose. The Corporation is organized and shall operate exclusively for the purpose of promoting the social welfare within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision or provisions of any subsequent federal tax law or laws (with such code and any such subsequent law being collectively referred to herein as the “Internal Revenue Code”). The mission of the Corporation is to provide enduring support for continuing education and leadership for Texas municipal judges and court support personnel, and to promote fairness and justice for all.

Section 3.   Powers. The Corporation is a non-profit corporation and shall have all of the rights, powers, privileges, duties, authorizations and responsibilities as provided in the Internal Revenue Code; provided, however, that the Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate the Corporation’s status as an organization that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. Specifically, no part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any director or officer of the Corporation, or any private individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation and to make payments and distributions in furtherance of the Corporation’s purpose. The Corporation shall reimburse reasonable expenses only pursuant to an “accountable plan” under 26 CFR § 1.62-2(c)(2).

ARTICLE II
BOARD OF DIRECTORS

Section 1.   General Powers. The direction and management of the affairs of the Corporation and the control and disposition of its assets shall be vested in its board of directors (the “Board of Directors”). The Board of Directors may exercise all the powers of the Corporation, subject to the restrictions imposed by law, by the Certificate of Formation of the Corporation, or by these Bylaws. The Board of Directors shall adopt such rules and regulations as may be necessary to implement these Bylaws.

Section 2.   Number and Qualifications, Tenure and Vacancies.

(a)  Number and Qualifications. The number of directors shall be determined from time to time by resolution of the Board of Directors, but in no case shall the number of directors be less than nine (9); provided, however, that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The number of directors constituting the initial Board of Directors is nine (9).

(b)  Tenure and Election. At the annual meeting of the Board of Directors the Board of Directors by majority vote shall elect the successor directors, the term of each of whom shall begin on the next following January 1st. Unless specified otherwise or a director resigns, dies, becomes incapacitated or is removed in accordance with the provisions of these Bylaws or the Certificate of Formation of the Corporation, each director shall hold office for a term of two (2) years and until such time as the elected director’s successor shall have been duly elected and qualified as provided in these Bylaws, or until such director’s earlier death, resignation, retirement, removal or disqualification from office. Each director may serve an unlimited number of terms.

(c)   Vacancies. Any vacancy occurring in a director’s position prior to the expiration of such director’s term shall be filled by the affirmative vote of at least a majority of the directors present at a meeting at which a quorum is present. A director elected to fill an unexpired term shall be elected for the unexpired term of his or her predecessor in office. Any vacancy resulting from the expiration of a director’s term shall be filled by the affirmative vote of at least a majority of the directors present at a meeting at which a quorum is present including any director whose term is expiring. In filling all vacancies, the Board of Directors shall select those persons to the Board of Directors (i) who are willing to devote the time and energies necessary for serving as a member of the Board of Directors, (ii) whose interests are similar to the interests of the Corporation, and (iii) who will share with the other members of the Board of Directors the common goal of providing high-quality services to the Corporation.

Section 3.   Removal. At any meeting of the Board of Directors called expressly for that purpose, any director or advisory director may be removed, with or without cause, by the affirmative vote of at least a majority of the full Board of Directors.

Section 4.   Advisory and Ex-Officio Directors.

(a)  Advisory Directors. The Board of Directors may from time to time appoint individuals to serve on the Board of Directors in advisory capacities. Such advisory directors shall be entitled to attend and participate in all meetings and deliberations of the Board of Directors, but they shall not be entitled to any vote.

(b)  Ex-Officio Directors. The following shall serve as ex-officio directors of the Board: (1) the President of the Texas Municipal Courts Association; (2) the President-Elect of the Texas Municipal Courts Association; (3) the Immediate Past President of the Texas Municipal Courts Association; and (4) a member of the Board of Directors of the Texas Municipal Courts Association appointed by the President of the Texas Municipal Courts Association.  Such ex-officio directors shall be entitled to attend and participate in all meetings and deliberations of the Board of Directors, serve in any capacity on the Board of Directors, and shall be entitled to vote. Ex-officio directors shall hold office for a term of one (1) year commensurate with their term of office on the Texas Municipal Courts Association.

Section 5.   Annual Meeting. The annual meeting of the Board of Directors shall be held at a time, place and date designated by the Board of Directors. At each annual meeting at which a quorum is present, the Board of Directors shall transact such business as may lawfully come before the meeting. Notice of such meeting shall be given in writing to all members of the Board of Directors prior to the meeting as determined from time to time by the Board of Directors.

Section 6.   Regular Meetings. The directors may hold regular meetings in such place or places as designated from time to time by resolution of the Board of Directors and communicated to all directors. Notice of such meetings shall be given in writing to all members of the Board of Directors prior to the meeting as determined from time to time by the Board of Directors.

Section 7.   Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President of the Board or by a majority of the directors then in office. Any such special meeting shall be held at such time, place and date as shall be designated by the officer or directors calling such meeting. Notice of such meeting shall be given in writing to all members of the Board of Directors at least twenty-four (24) hours prior to the meeting by facsimile transmission, electronic mail, or telephone.

Section 8.   Notice. The Secretary shall give notice of any annual or regular meeting to each director, including therein the time, place, and date of such meeting. The Secretary shall give notice or the person or persons calling any special meeting of the Board of Directors shall cause notice to be given to each director of such special meeting, including therein the time, place and date of such meeting. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need to be specified in the notice or written waiver of notice of such meeting unless otherwise required by these Bylaws. Any and all business may be transacted at any such meeting of the Board of Directors unless limited by law, the Certificate of Formation of the Corporation or these Bylaws. A waiver of notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless the director attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 9.   Quorum. A number of directors equal to a majority of the duly elected and qualified directors shall constitute a quorum for the transaction of business unless a greater number is required by law, the Certificate of Formation of the Corporation or by these Bylaws. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or committee in accordance with Section 7 of Article IX. Participation by such means shall constitute presence in person at a meeting.

Section 10.      Manner of Acting. The act of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, the Certificate of Formation of the Corporation or these Bylaws. A director is not authorized to act by way of a proxy. All meetings shall be conducted in accordance with Robert’s Rules of Order Newly Revised, unless a majority of the Board votes otherwise.

Section 11.      Order of Business. At meetings of the Board of Directors, business shall be transacted in such order as the President of the Board may determine from time to time unless the Board of Directors determines otherwise. The Secretary shall prepare minutes of such meetings unless the President of the Board or the Board of Directors appoints another person to act as secretary of the meeting. The regular minutes of the proceedings must be placed in the minute book of the Corporation. If the President of the Board is absent from the meeting of the Board of Directors or is unable to act at a meeting of the Board of Directors, a presiding officer for that meeting shall be chosen by the Board of Directors from among the directors present.

Section 12.      Presumption of Assent. A director who is present at any meeting of the Board of Directors at which action on any Corporation matter is taken will be presumed to have assented to the action unless his or her dissent is entered in the minutes of the meeting or unless that director files his or her written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or forwards any dissent by certified or registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent does not apply to a director who voted in favor of such action.

Section 13.      No Compensation. Directors as such shall not receive any salary or compensation for their service as directors; provided, however, that nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor, or to preclude reimbursement of reasonable expenses incurred by a director in connection with service as a director.

Section 14.      Action Without Meeting. Unless otherwise restricted by the Certificate of Formation of the Corporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors or committee members, as the case may be, entitled to vote thereon and if the procedures set forth in the Code are followed. The resolution and written consents thereto by the members of the Board of Directors of any such committee shall be filed with the minutes of the proceedings of the Board of Directors or of any such committee.

Section 15.      Supermajority Vote. In addition to those actions described elsewhere in these Bylaws that require more than the majority approval of the directors at a meeting at which a quorum is present, the following actions shall require the approval of at least two-thirds (2/3rds) of the full Board of Directors:

(a)  the approval of a plan of merger or consolidation of the Corporation;

(b)  the approval of the voluntary dissolution of the Corporation or revocation thereof; and

(c)   the amendment of the Corporation’s Certificate of Formation or Bylaws.

Section 16.      Responsibilities. It is the responsibility of each member of the Board of Directors to act in the best interests of the Corporation for the benefit of the communities served by the Corporation. Each member of the Board of Directors owes allegiance to the common good of the communities served by the Corporation and shall not act as a separate representative of a particular community where he or she works or resides.

ARTICLE III
OFFICERS OF THE CORPORATION

Section 1.   Number and Titles. The officers of the Corporation shall be a President and a Secretary. The Board of Directors also may appoint one or more Vice Presidents, a Treasurer or one or more Assistant Secretaries and Assistant Treasurers and such other officers, assistant officers and agents as the Board of Directors shall from time to time deem necessary, who shall exercise such powers and perform such activities as shall be set forth in these Bylaws or as determined from time to time by the Board of Directors. Each officer shall hold office for the term for one (1) year and shall serve until his or her successor has been duly elected and qualified unless such officer is removed, resigns or is unable to serve. The Board of Directors may also determine to appoint an Executive Director.

Section 2.   Election and Term of Office. The officers of the Corporation whose terms are expiring shall be elected by the Board of Directors at each annual meeting of the Board of Directors at which a quorum is present. New offices may be created and filled at any meeting of the Board of Directors. Any two or more offices may be held by the same person except the offices of President and Secretary.  Any officer, however, may serve at the pleasure of the Board of Directors without the necessity of periodic re-election or re-appointment.

Section 3.   Removal. Any officer may be removed with or without cause by the Board of Directors at any time whenever in its sole and exclusive judgment the best interests of the Corporation will be served thereby.

Section 4.   Vacancies. A vacancy in the office of any officer may be filled by the Board of Directors. An officer elected to fill an unexpired term shall be elected for the unexpired term of such officer’s predecessor in office.

Section 5.   President. The President shall be the chief executive officer of the Corporation and shall have such other powers, duties and responsibilities as from time to time may be assigned to him or her by the Board of Directors. Subject to the control of the Board of Directors and subject to the provisions of applicable law restricting the powers of a president, the President shall establish and maintain an effective organization and structure with clearly defined roles, responsibilities, and reporting relationships that ensure follow-up and accountability. The President shall establish and maintain a consistent process for open and continuing communication with the Board of Directors to ensure effective governance of the Corporation.

Section 6.   Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President, if any, shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President, if any, shall have such other powers and duties as from time to time may be assigned to him or her by the Board of Directors.

Section 7.   Secretary. The Secretary (a) shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose, (b) shall attend to the giving and serving of all notices, (c) may, in the name of the Corporation attest, to all contracts of the Corporation and affix the seal, if any, of the Corporation thereto, (d) shall in general perform duties incident to the office of Secretary, subject to the control of the Board of Directors, and (e) shall discharge such other duties as shall be prescribed from time to time by the Board of Directors or the President. In the case of the absence or disability of the Secretary, the Board of Directors may appoint one or more Assistant Secretaries to perform the duties of the Secretary during such absence or disability.

Section 8.   Treasurer. The Treasurer of the Corporation shall have custody of all the funds and securities of the Corporation. If the Board of Directors has not determined to appoint a Treasurer, the Secretary shall have the powers and perform the duties of the Treasurer. When necessary or proper, he or she may endorse, on behalf of the Corporation, for collection, checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors, and he or she may sign all receipts and vouchers for payment made to the Corporation, either alone or jointly with such other officer as is designated by the Board of Directors. The Treasurer shall keep proper books of account and other books showing at all times the amount of the funds and other property belonging to the Corporation, all of which books shall be open at all times to the inspection of the Board of Directors. The Treasurer shall, under the direction of the Board of Directors, disburse all moneys. The Treasurer shall also submit a report of the accounts and financial condition of the Corporation at each annual meeting of the Board of Directors if so requested by the Board of Directors. In general, the Treasurer shall perform all acts incident to the position of Treasurer, subject to the control of the Board of Directors, and shall perform such other duties as may be prescribed from time to time by the Board of Directors or the President.

ARTICLE IV
COMMITTEES

Section 1.   Committees Having Board Authority. The Board of Directors by resolution may designate one or more committees, which, to the extent provided in such resolution or in these Bylaws, shall have and may exercise the authority of the Board of Directors, except that no such committee shall have the authority of the Board of Directors in reference to:

(a)  filling vacancies (whether resulting from an increase in the number of positions or from the vacation of an existing position) on the Board of Directors or any committee created by the Board of Directors;

(b)  electing, appointing or removing any member of the Board of Directors, any member of any committee created by the Board of Directors or any elected or appointed officer of the Corporation;

(c)   amending the Certificate of Formation of the Corporation;

(d)  amending or altering these Bylaws;

(e)  approving a plan of merger or consolidation of the Corporation;

(f)    approving a voluntary dissolution of the Corporation or revocation thereof; or

(g)  altering or repealing any resolution of the Board of Directors.

The designation of each such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Any action taken by a committee which exercises authority of the Board of Directors shall be reported to the Board of Directors within thirty (30) days. Each such committee shall consist of two or more persons, at least a majority of whom must be directors.

Section 2.   Committees Not Having Board Authority. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the directors at a meeting at which a quorum is present. Such committees shall have only the powers specifically delegated to them by the Board of Directors. Membership on such committees may, but need not be, limited to directors. In the case of a standing committee, each such committee shall consist of two or more persons, at least a majority of whom must be directors.

Section 3.   Standing Committees. The Board of Directors may designate one or more standing committees as are necessary, and the duties of any such standing committee shall be prescribed by the Board of Directors upon its designation. A standing committee may be given the authority of the Board of Directors if the provisions of Section 1 of this Article are followed; otherwise, the provisions of Section 2 of this Article must be followed. A voting member of the Board of Directors shall chair each standing committee. As of the adoption of these Bylaws, there are no standing committees.

Section 4.   Special Committees. Subject to the provisions of Section 2 of this Article, the Board of Directors may designate one or more special committees as are necessary, and the duties of any such special committee shall be prescribed by the Board of Directors upon its designation. A special committee shall not have the authority of the Board of Directors, shall be chaired by a voting member of the Board of Directors, shall limit its activities to the accomplishment of the tasks for which it is designated and shall have no power to act except as specifically conferred by the action of the Board of Directors. Upon the completion of the task for which it was designated, such special committee shall stand dissolved. As of the adoption of these Bylaws, there are no special committees.

Section 5.   Advisory Committees. Subject to the provisions of Section 2 of this Article, the Board of Directors may designate one or more advisory committees as are necessary to allow the Corporation’s constituencies, such as donors and customers, to participate in the Corporation’s operations, and the duties of any such advisory committee shall be prescribed by the Board of Directors upon its designation. An advisory committee shall not have the authority of the Board of Directors, shall be chaired by a member of the Board of Directors, and shall have no power to act except as specifically conferred by the action of the Board of Directors.

Section 6.   Quorum and Voting. A majority of the members of a standing or special committee shall constitute a quorum for the transaction of business at any meeting of such standing or special committee, and those members present at a meeting of an advisory committee shall constitute a quorum for the transaction of business at any meeting such advisory committee. The act of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7.   Meetings and Notices. Meetings of a committee may be called by the President of the Board, the chair of the committee or a majority of the members of the committee. Each committee shall meet as often as is necessary to perform its duties. The person or persons calling such meeting shall cause notice to be given at any time and in any manner reasonably designed to inform the members of the time, date and place of the meeting. Each committee shall keep minutes of its proceedings. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with the rules or regulations adopted by the Board of Directors.

Section 8.   Appointments; Terms; Vacancies. Subject to the express provisions of this Article IV regarding membership requirements of a standing committee, the members and the chairs of all standing committees, and all special committees and advisory committees, shall be appointed by the President of the Board, subject to ratification by the Board of Directors. The members of each standing committee shall serve until the conclusion of the next annual meeting of the Board of Directors following their appointments and until their respective successors are chosen and qualified, or until their respective earlier deaths, resignations, retirements, disqualifications or removals from office. A vacancy on a committee shall be filled for the unexpired term of the former occupant in the same manner in which an original appointment to such committee is made.

Section 9.   Resignations and Removals. Any member of a committee may resign at any time by giving notice to the chair of the committee or the Secretary. Unless otherwise specified in the notice, such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective. The Board of Directors may remove at any time, with or without cause, any member of any committee whenever in the sole and exclusive judgment of the Board of Directors the best interest of the Corporation will be served thereby. The appointment of a person to a committee shall not of itself create contract rights.

Section 10.      Executive Committee. The Board of Directors may determine to appoint an Executive Committee which, if appointed, shall be a standing committee. Subject to the provisions of Section 1 of this Article, applicable law and any express resolution of the Board of Directors, when the Board of Directors is not in session, the Executive Committee, if any, shall have and may exercise the authority of the Board of Directors permitted by these Bylaws in the management of the affairs of the Corporation. The President of the Board shall serve as the chair of the Executive Committee, if any.

ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, AND DELEGATES

Section 1.   Mandatory Indemnification: Directors, Officers, or Delegates Successful in Defense. The Corporation shall indemnify any person or the estate of any deceased person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative (hereafter throughout this Article collectively referred to as a “Proceeding”), by reason of the fact that he or she (a) is or was a director or officer of the Corporation, or (b) while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, administrator, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, sole proprietorship, employee benefit plan or other enterprise (hereafter throughout  this Article collectively referred to as “Delegate”) against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by him or her in connection therewith to the extent that he or she has been wholly successful on the merits or otherwise in defense of such Proceeding.

Section 2.   Indemnification: Whether Successful or Not in Defense.

(a)  The Corporation (i) shall indemnify any present or former director or officer of the Corporation (or the estate of such a person) who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director or officer, and (ii) may indemnify any person (other than a present or former director or officer of the Corporation (or the estate of such person)) who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a Delegate of the Corporation, against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by him or her, and against judgments, penalties (including excise and similar taxes), fines, and amounts paid in settlement by him or her in connection therewith if it is determined that (A) he or she acted in good faith and in a manner he or she reasonably believed, in the case of conduct in his or her official capacity, as defined in Section 8.001(6) of the Code (“Official Capacity”), to be in the best interests of the Corporation; or, in all other cases, to be not opposed to the best interests of the Corporation; and (B) with respect to any criminal Proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; provided, however, that if he or she is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by him or her, the indemnification provided pursuant to this Section 2: (i) is limited to expenses actually and reasonably incurred by him or her in connection with the Proceeding and does not include any judgment, penalty, fine, or excise or similar tax; and (ii) may not be made in respect of any  Proceeding in which he or she has been found liable for willful or intentional misconduct in the performance of his or her duties to the Corporation, breach of his or her duty of loyalty owed to the Corporation, or an act or omission not committed in good faith that constitutes a breach of a duty of him or her owed to the Corporation.

The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that he or she had reasonable cause to believe that his or her conduct was unlawful. A person will be deemed to have been found liable in respect to any claim, issue or matter only after the person has been so adjudged by a court of competent jurisdiction after all appeals are exhausted or foreclosed by law.

(b)  Notwithstanding any other provisions of this Article, the Corporation must indemnify any person as to whom indemnification is mandatory under Section 1 or 2(a) of this Article to the fullest extent permitted by law.

Section 3.   Indemnification Procedure. Any indemnification under Section 2 of this Article (unless ordered by a court or made pursuant to a determination by a court) may be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the eligible person is proper under the circumstances because that person has met the applicable standard of conduct set forth in Section 2 of this Article. Such determination shall be made:

(a)  by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the Proceeding;

(b)  if such quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, 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; or

(c)   by special legal counsel selected by the Board of Directors or a committee of the Board of Directors by vote as set forth in Section 3(a) or (b) of this Article, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors who at the time of the vote are not named defendants or respondents in the Proceeding.

Section 4.   Authorization of Payment.

(a)  Authorization of indemnification and determination as to reasonableness of expenses will be made in the same manner as the determination that indemnification is permissible, except that if special legal counsel makes the latter determination, authorization of indemnification and determination as to reasonableness of expenses must be made:

(i)        by a 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 a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, 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; or

(iii)      if such a committee cannot be established, by a majority vote of all directors who at the time of the vote are not named defendants or respondents in the Proceeding.

(b)  Notwithstanding Section 4(a) of this Article, payment of expenses actually and reasonably incurred by any person as to whom indemnification is mandatory under Section 1 or 2(a) of this Article shall be deemed to be authorized provided that the standard of conduct necessary for indemnification under Section 2(a) of this Article is met.

Section 5.   Advancement of Expenses.

(a)  Expenses incurred by a current director, officer or Delegate of the Corporation in defending a Proceeding may be paid or reimbursed by the Corporation in advance of the final disposition of the Proceeding, without any of the authorizations or determinations specified in Sections 2, 3 and 4 of this Article, upon receipt of a written affirmation by the person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under applicable law and a written undertaking by or on behalf of the person to repay such amount paid or reimbursed unless it ultimately is determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article. The written undertaking must be an unlimited general obligation of the person but need not be secured and it may be accepted without reference to financial ability to make repayment.

(b)  Provided that the written affirmation and undertaking described in Section 5(a) of this Article are received by the Corporation from a person to be paid or reimbursed for expenses incurred and as to whom indemnification is mandatory under Sections 1 or 2(a) of this Article, such payment or reimbursement shall be deemed to be authorized.

Section 6.   Other Rights. The indemnification provided by these Bylaws may not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under the Certificate of Formation of the Corporation, these Bylaws, a resolution of directors, an agreement or otherwise both as to action in his or her Official Capacity and as to action in any other capacity, and shall continue as to such person after the termination of such capacity and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that any provision for the Corporation to indemnify or to advance expenses to a current or former director, officer, or Delegate of the Corporation whether contained in the Certificate of Formation of the Corporation, these Bylaws, a resolution of directors, an agreement or otherwise, except in accordance with Section 7 of this Article, is valid only to the extent it is consistent with Chapter 8 of the Code, as limited by the Certificate of Formation of the Corporation, if such a limitation exists.

Section 7.   Insurance. The Corporation may purchase and maintain insurance on behalf of any person by reason of the fact that he or she is or was serving at the request of the Corporation as a director, officer, Delegate, employee or agent of the Corporation against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as a person, whether or not the Corporation would have the power to indemnify him or her against such liability under Chapter 8 of the Code.

Section 8.   Other Arrangements. In addition to the powers described in Section 7 of this Article, the Corporation may purchase, maintain or enter into other arrangements on behalf of any person who is or was a director, officer, Delegate, employee, or agent of the Corporation against any liability asserted against him or her and incurred by him or her in such capacity or arising out of his or her status as such a person, whether or not the Corporation would have the power to indemnify him or her against such liability under Chapter 8 of the Code. If the other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the arrangement may provide for payment of a liability (with respect to which the Corporation would not have the power to indemnify the person). Without limiting the power of the Corporation to procure or maintain any kind of arrangement, the Corporation may, for the benefit of persons described in this Section 8, (a) create a trust fund; (b) establish any form of self-insurance; (c) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation; or (d) establish a letter of credit, guaranty, or surety arrangement.

Section 9.   Other Provisions Applicable to Insurance and Other Arrangements. The insurance may be procured, maintained, or established with an insurer, or the other arrangement may be procured, maintained, or established within the Corporation or with any insurer or other person considered appropriate by the Board of Directors, regardless of whether all or part or the stock or other securities of the insurer or other persons are owned in whole or part by the Corporation. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or other arrangement shall not be voidable and shall not subject the directors approving the insurance or other arrangement to liability, on any grounds, regardless of whether directors participating in the approval are beneficiaries of the insurance or other arrangement.

Section 10.      Severability. In the event that any part or portion of this Article is judicially determined to be invalid or unenforceable, such determination shall not in any way affect the remaining portions of this Article, but the same shall be divisible and the remainder shall continue in full force and effect. Notwithstanding any provision of this Article to the contrary, the Corporation shall not indemnify any person described in this Article if such indemnification (a) would jeopardize the Corporation’s tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, or (b) would cause the imposition of the federal excise tax for an excess benefit transaction under Section 4958 of the Internal Revenue Code.

Section 11.      Appearance as a Witness or Otherwise. Notwithstanding any other provision of this Article, the Corporation may pay or reimburse expenses incurred by a director, officer, or other person in connection with his or her appearance as a witness or other participation in a Proceeding at a time when he or she is not a named defendant or respondent in the Proceeding.

ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS, GIFTS, AND CONFLICTS OF INTEREST

Section 1.   Contracts. The Board of Directors may authorize any officer(s) or agent(s) of the Corporation, 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 Corporation, and such authority may be general or confined to specific instances.

Section 2.   Checks, Drafts, and Orders for Payment. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer(s), employees or agent(s) of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. The authority of any such authorized officer or officers, employees or agents to sign checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation may be limited to amounts up to a specific dollar amount determined from time to time by the Board of Directors with amounts in excess of that amount requiring two authorized signatures or prior approval by the Board of Directors.

Section 3.   Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may from time to time direct or as shall be selected in accordance with procedures established by the Board of Directors.

Section 4.   Gifts. The Corporation may only accept a contribution, gift, bequest or devise to the Corporation and any officer of the Corporation may only accept or authorize the acceptance on behalf of the Corporation of any contribution, gift, bequest, or devise to the Corporation, whether for the Corporation’s general purposes or for any special purpose, in accordance with a resolution of the Board of Directors.

Section 5.   Conflicts of Interest and Contracts or Agreements Involving Directors or Officers. Subject to the limitations of this Section 5, members of the Board of Directors and officers of the Corporation shall be permitted to maintain a direct or indirect interest in any contract relating to or incidental to the operations of the Corporation, and may freely make contracts, enter into transactions or otherwise act for and on behalf of the Corporation notwithstanding that at such time they also may be acting as individuals or as trustees, beneficiaries or advisers of trusts, or as members, associates, agents, shareholders, officers or directors, of other persons or corporations or may be interested in the same matter as shareholders, directors, officers or otherwise; provided, however, that no contract or agreement may be entered into by and between the Corporation and any of the following: (a) a director, officer, committee member, or employee of the Corporation (hereinafter an “Insider”); or (b) any corporation, partnership, trust, sole proprietorship or any other entity (hereinafter an “Entity”) in which an interest is owned or held, directly or indirectly, by or for the benefit of an Insider, unless (i) the transaction is approved in accordance with Section 22.230 of the Code as specified herein; and (ii) if one or more of the parties to the contract or transaction is a “disqualified person” with respect to the Corporation within the meaning of Section 4958 of the Internal Revenue Code, either (x) such transaction is reviewed and approved in accordance with the “rebuttable presumption of reasonableness safe harbor” provisions set forth in the Treasury regulations promulgated under Section 4958 of the Internal Revenue Code and the Intermediate Sanctions Policy of the Corporation; or (y) the Board of Directors or any committee thereof determines that such procedures are not necessary for the transaction involved and records its specific findings for making such determination. Section 22.230 of the Code requires that prior to consummating any contract, transaction or action taken on behalf of the Corporation involving any matter in which a director or officer is personally interested as a shareholder, director, officer, trustee or beneficiary or advisor of a trust, or otherwise has a relationship, that contract, transaction or action must be authorized and approved in good faith and with ordinary care by a vote of a majority of the number of directors in attendance at a meeting at which a quorum is present, without counting the vote(s) of any interested director(s), and only after the disinterested directors are provided with knowledge of the material facts concerning the contract or transaction and each interested director’s or officer’s relationship or interest in the transaction, and only if the entering into of such contract or transaction is not violative of those provisions of the Certificate of Formation of the Corporation that prohibit the Corporation’s use or application of its funds for private benefit. Any interested director may be counted in determining the presence of a quorum at a meeting of the Board of Directors at which a contract or transaction described in this section is authorized, but the interested director must leave the meeting during the discussion of, and the vote on, such contract or transaction. The minutes of any such meeting must include (a) the names of the interested directors who disclosed any possible direct or indirect interest, a description of the nature of the alleged interest or relationship and whether the Board of Directors determined a conflict of interest did in fact exist, (b) the names of the directors who were present for discussions relating to the proposed contract or transaction, the content of those discussions, including any alternatives to the proposed contract or transaction and a record of the vote, and (c) such other information as may be required by the Intermediate Sanctions Policy of the Corporation. Notwithstanding any provision contained in this section, no contract, transaction or act shall be entered into or performed on behalf of the Corporation if such contract, transaction or act would result in the loss of the Corporation’s exemption from federal income tax. In no event, however, shall any person or entity dealing with the Board of Directors or the officers of the Corporation be obligated to inquire into the authority of the Board of Directors or the officers so authorized to enter into or consummate any contract or to take any other action on behalf of the Corporation.

ARTICLE VII
BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record of the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any director for any proper purpose at any reasonable time.

ARTICLE VIII
NOTICES

Section 1.   Form of Notice. Whenever any notice whatsoever is required to be given under the provisions of these Bylaws to any director, officer or committee member and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing by mail (unless the address of the person entitled to such notice is located outside the United States of America), facsimile transmission, electronic mail or overnight delivery. Any notice required or permitted to be given by mail shall be deemed to have been given at the time notice is deposited, postage pre-paid, in the United States mail, addressed to the person entitled thereto at his or her post office address, as it appears on the books of the Corporation. Any notice required or permitted to be given by facsimile transmission or electronic mail shall be deemed to have been given at the time the notice is successfully transmitted to the person entitled thereto. Any notice required or permitted to be given by overnight delivery shall be deemed to have been given at the time notice is delivered to the overnight delivery courier service, fees prepaid, addressed to the person entitled thereto at his or her address, as it appears on the books of the Corporation.

Section 2.   Waiver. Any waiver of notice, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE IX
MISCELLANEOUS PROVISIONS

Section 1.   Loans to Officers and Directors Prohibited. No loans shall be made by the Corporation to its officers or to its directors. Any directors voting for or assenting to the making of any loan to a director or officer which is prohibited by the Code, and any officer participating in the making thereof, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.

Section 2.   Fiscal Year. The fiscal year of the Corporation shall be such as the Board of Directors shall by resolution establish.

Section 3.   Compensation and Reimbursement of Expenses. The Board of Directors may determine to compensate any officer or individual, as an employee or as an independent contractor, in the form of or salary or otherwise, for his or her services to or on behalf of the Corporation. The Board of Directors may also determine to reimburse any officer or individual for reasonable expenses incurred or expected to be incurred by such officer or individual in connection with his or her services to the Corporation, in accordance with any such policy, if any, as may be adopted by the Board of Directors.

Section 4.   Dividends Prohibited. No dividend shall be paid to, and no part of the income of the Corporation shall be distributed to, the directors or officers of the Corporation.

Section 5.   Seal. The Board of Directors may in its discretion elect to have a corporate seal. If such an election is made, the seal of the Corporation shall be such as from time to time may be approved by the Board of Directors.

Section 6.   Resignations. Any director or officer may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, or if no time is specified at the time of its receipt by the Chairperson of the Board. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

Section 7.   Meetings or Participation By Telephone or Other Remote Electronic Communications Technology. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Directors, or members of any committee designated by the Board of Directors, may, unless otherwise restricted by statute, by the Certificate of Formation of the Corporation or by these Bylaws, participate in and hold a meeting of such Board of Directors or committee, as the case may be, by using conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other, or by using any other suitable electronic communications system, including video conference technology or the Internet (but only if, in the case of such other suitable communications system, each member entitled to participate in the meeting consents to the meeting being held by means of that system, and the system provides access to the meeting in a manner or using a method by which each member participating in the meeting can communicate concurrently with each other participant). Participation in such a meeting pursuant to this section shall constitute presence for quorum purposes and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 8.   Discontinuance of Corporation. Upon the discontinuance of the Corporation by dissolution or otherwise, the assets are to be transferred in accordance with the provisions of the Certificate of Formation of the Corporation.

Section 9.   Registered Office. The Corporation shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by the Code.

Section 10.      Offices. The Corporation may have, in addition to its registered office, offices at such places within and without the State of Texas, as the Board of Directors may determine from time to time or as the activities of the Corporation may require.

Section 11.      Gender and Number Agreement. Whenever the masculine, feminine or neuter gender is used inappropriately in these Bylaws, these Bylaws shall be read as if the appropriate gender was used, and, unless the context otherwise requires, the singular shall include the plural, and vice versa.

Section 12.      Invalid Provisions. If any part of these Bylaws shall be invalid or inoperative for any reason, the remaining parts, as far as is possible and reasonable, shall remain, valid and operative.

Section 13.      Headings. The headings used in these Bylaws are for convenience only and do not constitute matter to be construed in the interpretation of these Bylaws.

ARTICLE X
AMENDMENT OR REPEAL OF BYLAWS

These Bylaws may be amended or repealed, and new bylaws may be adopted, by the affirmative vote of at least two-thirds (2/3rds) of the full Board of Directors at any annual, regular or special meeting of the Board of Directors so long as notice of such proposed amendment, repeal or adoption is contained in the notice of the meeting and such amendment or repeal does not cause the Corporation to cease to be exclusively organized and operated as an entity described in Section 501(c)(3) of the Internal Revenue Code.