TABLE OF CONTENTS
I - STRUCTURE
Section 1. Structure, Members and Purposes. Her Domain of Austin, Inc. (the "Corporation") is a non?profit corporation organized under the laws of the State of Texas, which has members within the meaning of the Texas Non?Profit Corporation Act, TEX. REV. CIV. STAT. ANN. Art. 1396 (Vernon 1980) (the "Act"). The Articles of Incorporation of the Corporation (as amended from time to time, the "Articles of Incorporation") were filed in the office of the Secretary of State of the State of Texas on December__, 2000.
Section 2. Purposes. The Corporation is organized and will be operated exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any succeeding internal revenue laws of the United States (the "Code"). In accomplishment of such purposes, the Corporation shall (i) provide education and training to women trying to return to the workforce, (ii) provide seminars and mentor based programs focusing on women in high tech industries, (iii) provide support for members searching for jobs through interview training, recruiting seminars, resume workshops and other similar events, (iv) provide low cost computer classes and instruction to support necessary skills for employment for high tech industries, and (v) partner and cooperate with other women's organizations to reach more women in need of training. This Corporation shall be authorized to engage in any lawful activity for which corporations may be formed under the Texas Non-Profit Corporation Act that are incidental and necessary to the foregoing.
Section 3. Members. The Members of the Corporation shall consist of individuals who register with the Corporation's listserve on the Internet.
Section 1. Principal Place of Business. The principal place of business of the Corporation shall be located at 3403A Elija Street, Austin, Texas 78745. The Corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
Section 2. Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is the Corporation's registered office, as required by the Act. The registered office may but need not be identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors in accordance with applicable law.
Section 1. General. The Members of the Corporation shall have the rights, powers, and privileges granted under these Bylaws.
Section 2. Election of Directors. The Members shall elect the members of the Board of Directors in accordance with Article IV of these Bylaws.
Section 3. Other Actions by Members. The Members may remove from office at any time, by majority vote, with or without cause, any person appointed or elected by the Members to serve on the Board of Directors.
Section 4. Annual Meeting of Members. An annual meeting of the Members shall be held in each calendar year, at such time and place as may be designated by the Board of Directors, or if not so designated, the annual meeting of the Members shall be held on the day of the annual meeting of the Board of Directors for that year at the designated place of such meeting, for the purpose of electing directors and transacting such other business as may properly come before such meeting.
Section 5. Special Meetings of Members. Special meetings of the Members may be called by the president, the board of directors, or by Members having not less than (1/10) of the votes entitled to be cast at such meeting.
Section 6. Quorum. Ten percent (10%) of the then acting Members shall constitute a quorum for the consideration of any matter coming before the Members. If at any meeting of the Members there is less than a quorum present, a majority of those present may adjourn the meeting from time to time. The act of a majority of the Members present at a meeting at which a quorum is present shall be the act of the Members.
Section 7. Notice. Written notice stating the place, date, and time of the annual meeting of the Members shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally, by facsimile transmission, by electronic mail, or by mail, to the Members at the Members' addresses as shown on the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with first class postage thereon prepaid. If transmitted by facsimile, such notice shall be deemed to be delivered upon successful transmission of the facsimile. A Member may waive notice of any meeting. The attendance of a Member at any meeting shall constitute a waiver of notice of such meeting unless such attendance is for the purpose of objecting to the failure of notice.
Section 8. Action by Written Consent. Any action required by law to be taken at a meeting of the Members may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by the Members.
Section 1. Powers. The property, business, and affairs of the Corporation shall be managed and controlled by the Board of Directors (the "Board"), and subject to the restrictions imposed by law, the Articles of Incorporation, and these Bylaws, the Board of Directors shall exercise all of the powers of the Corporation.
Section 2. Number. The Board shall consist of at least three (3) elected Directors. The number of Directors may be increased to nine (9) upon resolution of the Board adopted at such time as the Corporation commences operations and may thereafter be increased or decreased (provided such decrease does not have the effect of shortening the term of any incumbent Director) from time to time by amendment of the Bylaws in accordance with the provisions of Article X, provided that the number of Directors shall never be less than three (3).
Section 3. Election and Term. Directors shall serve a term of three (3) years. The terms of Directors shall be staggered so that approximately one-third of the Director's terms shall expire each year. The Directors shall be elected at the annual meeting of the Members. Each person serving as a Director shall hold office until the earlier to occur of (a) the expiration of the term for which she is elected and until her successor has been elected and duly qualified or (b) her earlier death, resignation, or removal as hereinafter provided.
Section 4. Removal. Any Director may be removed from office, with or without cause, by the affirmative vote of a majority of the other Directors of the Corporation.
Section 5. Vacancies. Any vacancy occurring in the office of a Director (other than resulting from completion of a term), whether by death, resignation, removal, or otherwise, shall be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy arising other than as a result of the completion of the term of a Director shall be elected for the un-expired term of his predecessor in office. Any vacancy to be filled by reason of an increase in the number of Directors shall be filled by election of the other Directors at any meeting of the Board of Directors.
Section 6. Meetings of Directors. The Directors may hold meetings, maintain an office, and keep the Corporation's books and records at such place or places within or without the State of Texas as the Board of Directors may from time to time determine; provided, however, that in the absence of any such determination, such place shall be the Corporation's principal office in the State of Texas.
Section 7. Annual Meetings. The annual meeting of the Board of Directors ("Annual Meeting") shall be held at such time and place as shall be designated from time to time by resolution of the Board of Directors, or, if not so designated, on the second Friday of the month of April of each year at the Corporation's registered office for the purpose of (a) electing officers for the ensuing year, and (b) transacting such other business as may be properly brought before such Annual Meeting. Notice of Annual Meetings shall not be required.
Section 8. [Intentionally Omitted]
Section 9. Special Meetings. Special meetings of the Board of Directors ("Special Meetings") shall be held at such times and places as shall be designated from time to time by (a) the Chairman of the Board, (b) a Vice-Chairman of the Board, (c) the President or (d) the Secretary, if the Secretary is requested to do so in writing by any two (2) Directors. Notice of Special Meetings shall be required.
Section 10. Notice of Meetings. The Secretary shall give notice of the time and place of each Regular or Special Meeting to each Director in person, or by mail, electronic mail, telegraph, or telephone, at least twenty-four (24) hours before such meeting. Unless otherwise indicated in such notice, any and all matters pertaining to the Corporation's purposes may be considered and acted upon at such meeting. At any such meeting at which every Director shall be present even though without notice, any matter pertaining to the Corporation's purposes may be considered and acted upon.
Section 11. Quorum. A majority of the then acting Directors shall constitute a quorum for the consideration of any matters pertaining to the Corporation's purposes. If at any meeting of the Board of Directors there is less than a quorum present, a majority of those present may adjourn the meeting from time to time. The act of a majority of the Directors present 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 Articles of Incorporation, or these Bylaws.
Section 12. Voting. A Director may vote in person or by proxy executed in writing by the Director. No proxy shall be valid after three (3) months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.
Section 13. Conduct of Business. At meetings of the Board of Directors, matters pertaining to the Corporation's purposes shall be considered. At all meetings of the Board of Directors, the Chairman of the Board shall preside, and in the absence of the Chairman, any Vice-Chairman of the Board shall preside, and in the absence of any Vice-Chairman, the President shall preside, and in the absence of the President, a chairman shall be chosen by the Board of Directors from among the Directors present. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the Chairman may appoint any person to act as secretary of the meeting.
Section 14. Compensation of Directors; Expenses. Persons serving as Directors shall not receive any salary or compensation for their services as Directors; provided, however, that nothing contained herein shall be construed as precluding any Director from receiving compensation in a reasonable amount for personal services rendered (other than services rendered as a Director) that are reasonable and necessary in carrying out the Corporation's purposes as the Board of Directors may from time to time determine. A Director shall be entitled to reimbursement for reasonable expenses incurred by him or her in carrying out his or her duties as a Director.
Section 1. Board Committees. The Board of Directors may from time to time designate members of the Board of Directors to constitute committees that shall have and may exercise such powers as a majority of the Board of Directors may determine in the resolution that creates the committee. The Board of Directors may appoint individuals who are not members of the Board of Directors to any committee; provided, however, that a majority of the committee members shall be members of the Board of Directors if such committee exercises the authority of the Board of Directors in the management of the Corporation. Other committees, not having and exercising the authority of the Board of Directors in the management of the Corporation, may be designated and members appointed by a resolution adopted by the Board of Directors, or by the President if authorized by a resolution of the Board of Directors or by these Bylaws. Membership of such committees may, but need not, be limited to Directors.
Section 2. Procedures; Meetings; Quorum. Any committee created by the Board of Directors or these Bylaws, unless otherwise expressly provided herein, shall (a) have a chairman designated by the Board of Directors, (b) fix its own rules or procedures, (c) meet at such times and at such place or places as may be provided by such rules or by resolution of such committee or resolution of the Board of Directors, and (d) keep regular minutes of its meetings and cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation, and report the same to the Board of Directors at its next succeeding meeting. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum, and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any action, unless otherwise expressly provided in the committee's rules or procedures or these Bylaws or by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting of such committee and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint the designated alternate Director to act at that meeting in the place of the absent or disqualified member.
Section 3. Nominating Committee. Not later than ninety (90) days prior to the annual meeting of the Members, the Chairman of the Board shall select a nominating committee (the "Nominating Committee") composed of one current Director and two current Members. The Nominating Committee shall meet as directed by the Chairman of the Board and select a slate of Directors to be presented to the Members at the next annual meeting of the Members. The Nominating Committee may nominate no more than two individual nominees for each Director seat that is up for election. Directors shall then be elected from the slate of nominated individuals by the affirmative vote of a majority of the Members casting votes.
Section 1. Number, Titles, and Term of Office. The officers of the Corporation shall consist of a Chairman of the Board, one or more Vice-Chairmen of the Board, a President, a Secretary, a Treasurer, and such other officers and assistant officers as the Board of Directors may from time to time elect or appoint. Such other officers and assistant officers shall have such authority and responsibility as may be assigned to them by the Board of Directors. Any two (2) or more offices may be held by the same individual, except the offices of President and Secretary. Except for those officers elected at the Corporation's Organizational Meeting held pursuant to Section 3.05 of the Act (the "Organization Meeting"), the term of office for each officer shall be until the next succeeding Annual Meeting at which officers are elected. The term of office for those officers elected pursuant to the Organizational Meeting shall be that period of time beginning on the date of the Organizational Meeting and ending on the date of the first Annual Meeting. In any event, a duly?elected officer shall serve in the office to which he or she is elected until his or her successor has been duly elected and qualified.
Section 2. Removal. Any officer or agent or member of a committee elected or appointed by the Board of Directors may be removed by the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the individual so removed. Election or appointment of an officer or agent or member of a committee shall not of itself create contract rights.
Section 3. Vacancies. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.
Section 4. Powers and Duties of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors, and shall have such other powers and duties as may be assigned to such officer in these Bylaws or from time to time by the Board of Directors.
Section 5. Powers and Duties of a Vice-Chairman of the Board. In the absence of the Chairman of the Board, or in the event of his inability or refusal to act, a Vice Chairman of the Board shall preside at all meetings of the Board of Directors; and he shall have such other powers and duties as may be designated in the Bylaws and as may be assigned from time to time by the Board of Directors.
Section 6. Powers and Duties of the President. The President shall be the Chief Executive Officer of the Corporation. Subject to the control of the Board of Directors, the President shall have general executive charge, management, and control of the properties, business, and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness, and other obligations in the name of the Corporation subject to the approval of the Board of Directors; and shall have such other powers and duties as may be designated in these Bylaws and as may be assigned to such officer from time to time by the Board of Directors.
Section 7. Powers and Duties of the Treasurer. The Treasurer shall have custody of all of the Corporation's funds and securities that come into such officer's hands. When necessary or proper, the Treasurer may endorse or cause to be endorsed, when necessary or proper, in the name and on behalf of the Corporation, checks, notes, and other obligations for collection and shall deposit or cause to be deposited the same to the credit of the Corporation in such bank or banks or depositories and in such manner as shall be designated and prescribed by the Board of Directors; may sign or cause to be signed all receipts and vouchers for payments made to the Corporation either alone or jointly with such other officer as may be designated by the Board of Directors; whenever required by the Board of Directors, shall render or cause to be rendered a statement of the cash account; shall enter or cause to be entered regularly in the Corporation's books to be kept by such officer for that purpose full and accurate accounts of all moneys received and paid out on account of the Corporation; shall perform all acts incident to the position of Treasurer subject to the control of the Board of Directors; and shall, if required by the Board of Directors, give such bond for the faithful discharge of such officer's duties in such form as the Board of Directors may require.
Section 8. Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; shall attend to the giving and serving of all notices; in furtherance of the Corporation's purposes and subject to the limitations contained in the Articles of Incorporation, may sign with the President in the name and on behalf of the Corporation and/or attest the signatures thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes, and other instruments of the Corporation; shall have charge of the Corporation's books, records, documents, and instruments, except the books of account and financial records and securities of which the Treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, all of which shall be open at reasonable times to the inspection of any Director upon application at the Corporation's office during business hours; and shall in general perform all duties incident to the office of Secretary subject to the control of the Board of Directors.
Section 9. Compensation of Officers. Officers may receive salary or compensation in a reasonable amount for such personal services rendered that are necessary and reasonable in carrying out the Corporation's purposes as the Board of Directors may from time to time determine; provided, however, that in no event shall such salary or compensation be excessive.
Section 1. Fiscal Year. The Corporation's fiscal year shall be as determined from time to time by the Board of Directors.
Section 2. Seal. The Corporation's seal, if any, shall be such as may be approved from time to time by the Board of Directors.
Section 3. Notice and Waiver of Notice. Whenever any notice is required to be given by mail under the provisions of these Bylaws, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed postpaid wrapper addressed to the person or Member entitled thereto at such person's post office address, as such appears in the records of the Corporation, and such notice shall be deemed to have been given on the date of such mailing. A waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
Section 4. Resignations. Any Director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.
Section 5. Action Without a Meeting by Directors, or Committees; Telephone Meetings. Any action required by law or these Bylaws to be taken at a meeting of the Board of Directors, or any committee, or any action which may be taken at a meeting of the Board of Directors, or of any committee thereof may be taken without such a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the Directors, or members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State. Subject to the requirements of law for notice of meetings, unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or members of any committee may participate in and hold a meeting of such Board of Directors, or committee, as the case may be, by means of a conference telephone, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute 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 grounds that the meeting is not lawfully called or convened.
The Corporation shall indemnify (which indemnification shall include, without limitation, advancing reasonable expenses) any person who is or was a Director or officer, and may indemnify any person who is or was an employee or agent, of the Corporation (or any person who is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise) to the fullest extent required or permitted by applicable law. In addition, the Corporation shall have the power to indemnify (which indemnification shall include, without limitation, advancing reasonable expenses) to the fullest extent permitted by law such other persons as the Board of Directors may determine from time to time. The Corporation shall have the power to purchase and maintain at its expense insurance on behalf of such persons to the fullest extent permitted by applicable law, whether or not the Corporation would have the power to indemnify such person under the foregoing provisions. Any amendment to this Article VIII shall be prospective and shall not reduce or eliminate the right of any person to indemnification hereunder with respect to any act or failure to act occurring on or prior to the date of any such amendment.
Section 1. Purpose. The
purpose of the conflicts of interest policy is to protect the Corporation's
interest when it is contemplating entering into a transaction or arrangement
that might benefit the private interest of an officer or director of
the Corporation. This policy is intended to supplement but not replace
any applicable state laws governing conflicts of interest applicable
to nonprofit and charitable corporations.
a. Interested Person. Any director, principal officer, or member of a committee with board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment or family--
1. an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, or
2. a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
3. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. A financial interest is not necessarily a conflict of interest. Under Article IX, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists.
Section 3. Procedures
a. Duty to Disclose. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest.
1. An interested person may make a presentation at the board or committee meeting, but after such presentation, she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
2. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict or interest.
4. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
d. Violations of the Conflicts of Interest Policy.
1. If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings. The minutes of the board and all committee with board-delegated powers shall contain--
a. the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest in fact existed.
b. the names of the
persons who were present for discussions and votes relating to the transaction
or arrangement, the content of the discussion, including any alternatives
to the proposed transaction or arrangement, and a record of any votes
taken in connection therewith.
a. A voting member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.
b. A voting member
of any committee whose jurisdiction includes compensation matters and
who receives compensation, directly or indirectly, from the Corporation
for services is precluded from voting on matters pertaining to that
a. has received a copy of the conflicts of interest policy,
b. has read and understands the policy,
c. has agreed to comply with the policy, and
d. understands that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews. To ensure that the Corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted.
Section 8. Use of Outside Experts. In conducting the periodic reviews provided for in Section 7, the Corporation may, but need not, use outside advisors. If outside experts are used their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted.
These Bylaws may be altered, amended, or repealed by the affirmative vote of a majority of the Board of Directors at any meeting if notice of the proposed amendment is contained in the notice of such meeting.