BYLAWS
 
of
 
CHI RHO ASSOCIATIONS, INC.
 
 
ARTICLE I---NAME, PURPOSE AND OFFICES

 

SECTION 1.1 Name. The name of this non-profit corporation shall be Chi Rho Associations, Inc.

 

SECTION 1.2 Purpose. The purpose of this non-profit corporation shall to engage in any lawful act or activity for which nonprofit corporations may be organized under the General Corporation Law of Texas; specifically to further the charitable, educational, service and religious purposes of the Chi Rho Fraternities.

 

SECTION 1.3 Principal Office. The principal office of the corporation shall be in the City of Dallas, County of Dallas, State of Texas at such address as from time to time may be designated by the Board of Directors.

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SECTION 1.4 Other Offices. The corporation may also have offices at such other places within or without the State of Texas as the Board of Directors may from time to time determine or the activities of the corporation may require.

 

SECTION 1.5 Registered Office and Agent. The Corporation shall have and continuously maintain in the City of Dallas a registered ofice and a registered agent whose office is identical to such registered office. The registered office may, but need not be, identical to the Corporationís principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

 

ARTICLE II---MEETING OF MEMBERS
 

SECTION 2.1 Annual Meetings. Annual meetings of members for the election of directors and for such other business as may be stated in the notice of the meeting, or as may properly come before the meeting, shall be held at such places, either within or without the State of Texas and at such times and dates as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of the meeting, the annual meeting of members shall be held at the principal office of the corporation on the twenty-third day of March at 10:00 o'clock A.M. in each year. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.

 

SECTION 2.2 Other Meetings. Meetings of members for any purpose other than the election of directors may be held at such time and place, within or without the State of Texas, as shall be stated in the notice of the meeting.

 

SECTION 2.3 Voting. Each member entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these Bylaws shall be entitled to one vote, in person or by proxy, for each membership certificate held by such member, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any member, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote, except as otherwise provided by the certificates of incorporation or the laws of the State of Texas.

 

SECTION 2.4 Membership. The officer who has charge of the membership ledger of the corporation shall, at least ten days before each meeting of members, prepare a complete, alphabetically addressed, list of the members entitled to vote at the ensuing election. Said list shall be open to the examination of any member for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be available for inspection at the meeting.

 

SECTION 2.5 Quorum. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of a majority of the members of the corporation entitled to vote shall constitute a quorum at a meeting for the transaction of any business.

 

SECTION 2.6. Special Meetings. Special meetings of the members for any purpose , unless otherwise proscribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Directors or Members entitled to vote. Such request shall state the purpose of the proposed meeting.

 

SECTION 2.7 Notice of Meetings. Written notice , stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each member entitled to vote thereat at such address as it appears on the records of the corporation, not less than ten nor more than fifty days before the day of the meeting.

 

SECTION 2.8 Business Transacted. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the members entitled to vote thereat.

 

SECTION 2.9 Action Without Meeting. Except as otherwise provided by the Certificate of Incorporation, whenever the vote of members at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these Bylaws, the meeting and vote of members may be dispensed with, if all members who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

 

ARTICLE III---DIRECTORS
 

SECTION 3.1 Number and Term. The number of directors shall be eight, or no fewer than required by law. The directors shall be elected at the annual meeting of members and each director shall be elected to serve until his successor shall be elected and shall qualify.

 

SECTION 3.2 Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and 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.

 

SECTION 3.3 Vacancies. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum, may by a majority vote appoint any qualified person to fill the vacancy, and to hold office for the unexpired term or until a successor shall be duly chosen.

 

SECTION 3.4 Removal. Any director or directors may be removed from office either for or without cause at any time by the affirmative vote of the holders of a majority of all the membership certificates outstanding and entitled to vote, at a special meeting of the members called for such purpose, and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority of the members present at such meeting and entitled to vote.

 

SECTION 3.5 Increase in Number. The number of directors may be increased by amendment of these Bylaws; by the affirmative vote of a majority of the directors, though less than a quorum; by the affirmative vote of a majority of the members at the annual meeting or at a special meeting called for that purpose and by like vote the additional directors may be chosen at such meeting to hold office until the next election and until their successors are elected and qualify.

 

SECTION 3.6. Compensation. Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefore.

 

SECTION 3.7. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

 

SECTION 3.8. Liability of Directors in Certain Cases. A Director shall not be liable for such Directors' acts as such if he or she is excused from liability under the Texas Non-Profit Corporation Act; and, in addition, to the fullest extent permitted by such Act, each Director (and also each Officer) shall, in the discharge of any duty imposed or power conferred upon such Director (or Officer) by the Corporation, be fully protected if, in the exercise or ordinary care, such Director (or Officer) acted in good faith and reliance upon the written opinion of an attorney for the Corporation, the books of account or reports made to the corporation by any of its officials, or by any independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Director, or in reliance upon other records of the Corporation

 

 

 

ARTICLE IV - COMMITTEES

 

SECTION 4.1 Nominating Committee. The President of the Corporation shall appoint the new Nominating Committee by January 1 of each year, such Committee to consist of not fewer than three and not more than five members of the Board of Directors. The President shall appoint one of the members to be Chairperson of the Committee.

 

A. Duties. After January1 of each year but before the annual meeting of the Board of Directors to be held during March, the new Nominating Committee shall meet and prepare recommendations to be given to the Board of Directors prior to the annual meeting date of the names of persons recommended to become members of the Board of Directors and of the names of persons recommended to become Officers of the corporation. In this connection the Board of Directors may elect all of the persons recommended to them by the Nominating Committee to be Directors or Officers, or they may delete some or all of the persons recommended by the Nominating Committee and elect other persons of their own choosing.

 

B. Quorum. One-half of the members of the Nominating Committee shall constitute a quorum for the transaction of business at all meetings of the Nominating Committee, and the act of a majority at a meeting at which a quorum is present shall be the act of the Nominating Committee.

 

C. Vacancies or Removals. The President of the Corporation is authorized to appoint alternate members of the Nominating Committee to serve in the temporary or permanent absence or disability of any member of the Nominating Committee, and in such event such alternate shall serve until the absent member returns; or if a permanent vacancy or disability of a member of the Nominating Committee occurs, and an alternate is chosen, then such alternate shall serve until the term of the person he or she replaces has expired and until his or her successor is chosen and qualified.

 

SECTION 4.2 General Committees. By resolution adopted by the Board of Directors, the Board of Directors may designate other committees of Directors, each committee consisting of one or more persons, no more than one-half of whom need be Directors. To the extent provided in the Articles of Incorporation, these Bylaws, and such resolution, each such committee shall have 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 appointed by a resolution adopted by the Board of Directors.

 

ARTICLE V---OFFICERS
 

SECTION 5.1 Officers. The officers of the Corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person, except the offices of President and Secretary, unless there is only one member.

 

SECTION 5.2 Other Officers and Agents.. The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

 

SECTION 5.3 Chairman. The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors, and he or she shall have and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.

 

SECTION 5.4 President. The President shall be the chief executive officer of the corporation and shall have general powers and duties of supervision and management usually vested in the office of the president of a corporation. He or she shall preside at all meetings of the members if present thereat, and in the absence or nonelection of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the affairs of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he or she shall execute bonds, mortgages, and other contracts on behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or Treasurer or an Assistant Secretary or Assistant Treasurer.

 

SECTION 5.5 Vice President. Each Vice-President shall have such powers and shall perform such duties as shall be assigned by the Board of Directors.

 

SECTION 5.6 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the president, taking proper vouchers for such disbursements. He or she shall render to the President and the Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as treasurer and of the financial condition of the corporation. If required by the Board of Directors, he or she shall be give the corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board shall prescribe.

 

SECTION 5.7 Secretary. The Secretary shall give, or cause to be given, notice of all meetings of Members and Directors, and all other notices required by law or by these Bylaws, and in case of his absence, or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the Directors, or Members, upon whose requisition the meeting is called as provided by these Bylaws. He or she shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose, and shall affix the seal to all instruments requiring it, when authorized by the Directors or the President, and attest the same.

 

SECTION 5.8. Assistant Treasuers and Assistant Secretaries. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

 

 

ARTICLE VI---MEMBERSHIP
 

SECTION 6.1 Certificates of Membership. Every member of the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman of the Board of Directors, or the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary of the corporation, certifying his or her membership in the corporation. There shall be one class of membership, and each holder of a membership certificate shall be entitled to those rights as stated in Article II in these Bylaws. No member shall be entitled to hold more than one membership certificate. Membership shall be open to all Founding Fathers, Charter Members and initiated(XP01 thru present) members of Chi Rho fraternity, including: Texas Tech University, Lamar University, and future, officially recognized, college campus chapters. In addition, membership shall be open to all Chi Rho fraternity honorary members, chaplains and faculty advisors, past and present.

 

SECTION 6.2 Transfer of Certificates. Membership certificates shall not be transferable.

 

SECTION 6.3 Membership Record Date. In order that the corporation may determine the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive allotment of any rights, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date which shall not be more than 60 nor less than 10 days before the day of such meeting, nor more than 60 days prior to any other action. A determination of members of record entitled to notice of or to vote at a meeting of members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

ARTICLE VII---PROHIBITION OF DIVIDENDS
 

SECTION 7.1 Prohibition of Dividends. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable, as dividends or in any other manner, to its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the Certificate of Incorporation. Further, upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organizations organized and operated exclusively for charitable, religious, or fraternal purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(10) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

ARTICLE VIII---CORPORATE SEAL
 

SECTION 8.1 Seal. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words "CORPORATE SEAL OF CHI RHO ASSOCIATIONS, INC." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

 

ARTICLE IX---FISCAL YEAR
 

SECTION 9.1 Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

 

 

ARTICLE X---CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

 

SECTION 10.1 Contracts. The Board of Directors shall by resolution determine who may enter into contracts or execute and deliver instruments in the name of and on behalf of the Corporation. The Board of Directors may grant such authority generally, or it may confine its grant of such authority to specific instances.

 

SECTION 10.2 Checks, Drafts, Etc. The Board of Directors shall by resolution determine who may sign checks, drafts and the like in the name of and on behalf of the Corporation and set the limits of such signatures and the number of signatures required. The Board of Directors may grant such authority generally, or it may confine its grant of such authority to specific instances.

 

SECTION 10.3 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the Corporation in such depository or depositories as the Board of Directors may select.

 

SECTION 10.4 Gifts. The Executive Committee may accept on behalf of the corporation any contribution, gift, bequest, or devise for any special or general purpose of the Corporation.

 

ARTICLE XI---MISCELANEOUS PROVISIONS
 

SECTION 11.1 Interested Directors and Officers.

 

A. If paragraph "B" below is satisfied, no contract or other transaction between the Corporation and any of its Directors or Officers (or any corporation or firm in which any of them is directly or indirectly interested) shall be invalid solely because of this relationship or because of the presence of such Director or Officer at the meeting authorizing such contract or transaction, or such person's participation in such meeting or authorization.

 

B. Paragraph "A" above shall apply only if:

 

1. The contract or transaction is fair to the Corporation as of the time it is authorized or ratified by the Board of Directors or a committee of the Board; or

 

2. The material facts of the relationship or interest of each such Director of Officer are known or disclosed: (a) to the Executive Committee and it nevertheless authorizes or ratifies the contract or transaction by a majority of the Directors present, each such interested person to be counted for quorum and voting purposes; or (b) to the Board of Directors and it nevertheless authorizes or ratifies the contract or transaction by a majority of the Directors present, each such interested Director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote.

 

C. The provisions contained in paragraphs "A" and "B" above shall not be construed to invalidate a contract or transaction which would be valid in the absence of such provisions.

 

SECTION 11.2 Limitation of Liability. No Director of the corporation shall be personally liable to the corporation for monetary damages for any act or omission in the director's capacity as a director, except that this paragraph does not eliminate or limit the liability of a director for (1) a breach of a director's duty of loyalty to the Corporation, (2) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law, (3) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office, (4) an act or omission for which the liability of a director is expressly provided for by statute, or (5) an act related to an unlawful stock repurchase or payment of a dividend. Neither the amendment nor repeal of this paragraph shall eliminate or reduce the effect of this paragraph in respect of any matter occurring, or any cause of action, suit, or claim that, but for this paragraph, would accrue or arise, prior to such amendment or repeal. If the Texas Non-Profit Corporation Act or the Texas Miscellaneous Corporation Laws Act are hereinafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Texas Non-Profit Corporation Act or the Texas Miscellaneous Corporation Laws Act, as so amended from time to time.

 

SECTION 11.3 Indemnification of Directors and Officers.

 

A. The Corporation shall indemnify, to the extent provided in the following paragraphs, any person who is or was a director, officer, agent, trustee, or employee of the Corporation and any person who serves or served at the Corporation's request as a director, officer, agent, trustee, employee, partner, or trustee of another corporation, or of a partnership, joint venture, trust, or other enterprise. In the event the provisions of indemnification set forth below are more restrictive than the provisions of indemnification allowed by Article 1396-2.22A of the Texas Non-Profit Corporation Act, then such persons named above shall be indemnified to the full extent permitted by Article 1396.2.22A of the Texas Non-Profit Corporation Act as it may exist from time to time.

 

B. In case of a threatened or pending suit, action, or proceeding (whether civil, criminal, administrative, or investigative) against a person named in paragraph "A" above by reason of such person's holding a position named in such paragraph "A," the Corporation shall indemnify such person if such person satisfies the standard contained in paragraph "C" below for amounts actually and reasonably incurred by such person in connection with the defense or settlement of the suit as expenses (including court costs and attorneys' fees), amounts paid in settlement, judgments, and fines.

 

C. A person named in paragraph "A" above will be indemnified only if it is determined in accordance with Paragraph "D" below that such person:

 

1. acted in good faith in the transaction which is the subject of the suit; and

 

2. reasonably believed:

 

a. if acting in his or her official capacity as director, officer, trustee, agent, or employee of the Corporation, that his or her conduct was in the best interests of the Corporation; and

 

b. in all other cases, that his or her conduct was not opposed to the best interests of the Corporation; and

 

3. in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

 

The termination of a proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent will not, of itself, create a presumption that such person failed to satisfy the standard contained in this paragraph.

 

D. A determination that the standard of paragraph "D" above has been satisfied must be made:

 

1. 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; or

 

2. 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

 

3. by special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in subparagraphs "1" or "2" above, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.

 

E. Determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified by subparagraph "D.3." above for the selection of special legal counsel.

 

F. The Corporation may reimburse or pay in advance any reasonable expenses (including court costs and attorneys' fees which may become subject to indemnification under paragraphs "A" through "E" above, but only in accordance with the provisions as stated in paragraph "D" above,k and only after the person to receive the payment (i) signs a written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under paragraph "D," and (ii) undertakes in writing to repay such advances unless it is ultimately determined that such person is entitled to indemnification by the Corporation. The written undertaking required by this paragraph must be an unlimited general obligation of the director but need not be secured. It may be accepted without reference to financial ability to make repayment.

 

G. The indemnification provided by paragraphs "A" through "E" above will not be exclusive of any other rights to which a person may be entitled by law, bylaw, agreement, vote of disinterested directors, or otherwise.

 

H. The indemnification and advance payment provided by paragraphs "A" through "F" above will continue as to a person who has ceased to hold a position named in paragraph "A" above and will inure to such person's heirs, executors, and administrators.

 

I. The Corporation may purchase and maintain insurance on behalf of any person who holds or has held any petition named in paragraph "A" above against any liability incurred by such person in any such position, or arising out of such person's status as such, whether or not the Corporation would have power to indemnify such person against such liability under paragraphs "A" through "G" above.

 

SECTION 11.4 Charitable Immunity and Limitation of Liability.

 

A. Except as provided in paragraphs "C" and "G" below, in any civil action brought against the Corporation for damages based on an act or omission by the Corporation or its employees or volunteers, the liability of the corporation shall be limited to money damages in the maximum amount of $50,000 for each person and $1,000,000 for each single occurrence of bodily injury or death and $100,000 for each single occurrence for injury to or destruction of property.

 

B. Except as provided in paragraphs "C" and "G" below, in any civil action brought against an employee of the Corporation for damages based on any act or omission by the employee in the course and scope of his or her employment, the liability of the employee shall be limited to money damages in a maximum amount of $500,000 for each person and $1,000,000 for each single occurrence of bodily injury or death and $100,000 for each single occurrence for injury to or destruction of property.

 

C. In order for the provisions contained in paragraphs "A" and "B" above to apply, the Corporation must have in effect at the time of any act or omission described therein liability insurance coverage in the amount of at least $500,000 for each person and $1,000,000 for each single occurrence for death or bodily injury and $100,000 for each single occurrence for injury to or destruction of property. Such insurance coverage may be provided under a contract of insurance or other plan of insurance authorized by statute.

 

D. Except as provided in paragraphs "F" and "G" below, a volunteer who is serving as an officer, director, or trustee of the Corporation is immune from civil liability for any act or omission resulting in death, damage, or injury if the volunteer was acting in the course and scope of his or her duties or functions as an officer, director, or trustee of the Corporation.

 

E. Except as provided in paragraphs "F" and "G" below, a volunteer who is serving as a direct service volunteer of the Corporation is immune from civil liability for any act or omission resulting in the course and scope of his or her functions or duties with the Corporation.

 

F. A volunteer of the Corporation shall be liable to any person for death, damage, or injury to the person or his or her property if such were proximately caused by any act or omission arising from the operation or use of any motor-driven equipment by the volunteer, but only to the extent insurance coverage is required by Section 1A of the Texas Motor Vehicle Safety-Responsibility Act, and only to the extent of any existing insurance coverage applicable to the act or omission.

 

G. The provisions of this Article shall not apply to any act or omission that is intentional, willfully or wantonly negligent, or done with conscious indifference or reckless disregard for the safety of others.

 

H. As used in paragraphs "A" and "B" above, the term "employee" means any person, including an officer or director, who is in the paid service of the Corporation, but does not include an independent contractor.

 

I. As used in paragraphs "A," "D," "E," and "F" above, the term "volunteer' means any person rendering services for or on behalf the Corporation who does not receive compensation in excess of reimbursement for expenses incurred, and such term shall include a person serving as a director, officer, trustee, or direct service volunteer.

 

J. Neither the amendment nor repeal of this Article shall eliminate or reduce the effect of the provisions of this Article in respect to any matter occurring, or any cause of action, suit, or claim that, but for this Article, would accrue or arise, prior to such amendment or repeal. If any clause or provision of this Article or its application is held to be unconstitutional, such invalidity shall not affect other clauses, provisions, or applications of this Article that can be given effect without the invalid clauses or provision and shall not affect or nullify the remainder of this Article or any other clause or provision. If the Texas Civil Practice and Remedies Code is hereinafter amended to further eliminate or limit the personal liability of directors, officers, trustees, employees, or volunteers of the Corporation, then the liability of such persons shall be eliminated or limited to the fullest extent permitted by the Texas Practice and Remedies Code, as so amended from time to time.

 

SECTION 11.5 Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of this Board of Directors and any Committees having any of the authority of the Board of Directors, and shall keep at the registered office a record giving the names and addresses of its Directors.

 

SECTION 11.6 Authority to Borrow Funds. Consent of a majority of the Members at a regular meeting or a meeting specially called and noticed shall be required to permit the Board of Directors of the corporation to borrow funds to carry out the operation of the Corporation, pledging as security for such borrowing the assets of the Corporation.

SECTION 11.7 Notice. Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, or electronically transmitted, addressed to the person entitled thereto at his or her address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Members not entitled to vote shall not be entitled to receive notice of any meetings, except as otherwise provided by statute.

 

SECTION 11.8 Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

 

ARTICLE XII---AMENDMENTS
 

SECTION 12.1 Amendments. These Bylaws may be altered and repealed and Bylaws may be made at any annual meeting of the members or any special meeting thereof if notice thereof is contained in the notice of such special meeting, by the affirmative vote of a majority of the members entitled to vote thereat, or by the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of the special meeting.

 

 

I certify that the above Bylaws were duly adopted at a meeting held on ___________________________________________.

 

 

 

 

 

 

Secretary,

Chi Rho Associations, Inc.