BYLAWS OF THE REFORMA EDUCATIONAL FOUNDATION
ARTICLE I – NAME, LOCATION & OFFICES
Section 1.1. Name. The name of the corporation is The REFORMA Educational Foundation
Section 1.2. Principal Office. The principal office of the corporation is located in El Paso, Texas, with the initial registered office of the corporation being 9244 McFall Drive, El Paso, Texas 79925. For the purpose of these Bylaws, any reference to the “principal office” of the corporation shall be deemed to refer to 9244 McFall Drive, El Paso, Texas, 79925. The corporation may have such other offices, either within or without the State of Texas, as the business of the corporation may require and the Board of Trustees may determine.
ARTICLE II- PURPOSE OF THE CORPORATION
Section 2.1. Purposes. The Reforma Educational Foundation (herein referred to as “the Corporation”)is organized and shall be operated exclusively for charitable or educational purposes as defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision or provisions of any subsequent United States Revenue law or laws (herein collectively called the Internal Revenue Code).
Section 2.1. Specific Purposes. Within the scope of, and in furtherance of the purposes stated in Sec 2.1, the Corporation shall also have the following purposes
ARTICLE III – MEMBERSHIPS
Section 3.1. Memberships. There shall be no members of the corporation.
ARTICLE IV – BOARD OF TRUSTEES
Section 4.1. General Powers. The Board of Trustees has the general power to 1) control and manage the affairs, funds, and property of the corporation; 2) disburse the corporation’s monies and dispose of its property in fulfillment of its corporate purposes; provided, however, that the fundamental and basic purposes of the corporation, as expressed in the Certificate of Formation, shall not thereby be amended or changed, and provide further, that the Board of Trustees shall not permit any part of the net earnings or capital of the corporation to inure the benefit of any private individual.
Section 4.2. Number and Selection. The number of trustees of the corporation shall not be less than four (4) and not more than fifteen (15), and shall be fixed from time to time by the trustees then serving in office, except that a trustee’s term may not be shortened by a reduction in the size of the Board. The Board of Trustees of the corporation shall be self-perpetuating.
Section 4.3. Election, Term of Office. Trustees shall normally be elected at the Annual Meeting of the Corporation by a majority vote of the trustees then serving in office. Candidates for board membership shall be nominated for office by the Nominating Committee. Trustees shall be elected to office for a term of three years, or until their successors are duly elected and qualified, except in the case of their earlier death, resignation, or removal from office. A trustee may be elected to a second consecutive term, but may not serve more than two consecutive terms of office. A trustee may be reelected to the Board after a lapse of one year following completion of two consecutive terms in office. Newly elected trustees shall serve staggered terms and will be divided, by majority vote of the trustees present at the meeting, into three classes to provide for the election of one-third of the elected Trustees at each annual meeting of the Board.
Section 4.4. Ex Officio Trustees. From time to time, by majority vote of the trustees then serving in the office, the Board of Trustees may designate ex officio trustees with vote or ex officio trustees without vote. The president of Reforma, the National Association to Promote Library and Information Services to Latinos and the Spanish Speaking shall be considered an ex officio trustee without vote. However, in no case may a paid employee of the corporation be designated as an ex officio voting member. Ex officio trustees with vote shall be counted in determining whether or not a quorum is present at a meeting. Ex officio trustees without vote shall not be counted in determining the presence of a quorum.
Section 4.5. Resignation and Removal of Trustees. Any trustee may resign by giving written notice of his or her resignation to the Board, the President, or the Secretary of the corporation. Such resignation shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective. Any trustee may be removed, with or without cause, by a two-thirds vote of all trustees then serving in office.
Section 4.6. Vacancies. Vacancies in the Board, however arising, shall be filled by a majority vote of all trustees then serving in office, at any regular meeting of the Board of Trustees or at a special meeting of the Board called for that purpose. Persons shall be nominated for trusteeship by the Nominating Committee and the list of any such nominees shall be included with the notice of the meeting at which election is proposed.
Section 4.7. Missed Meeting Rules. Any trustee who misses two meetings in any twelve month period, with the exception of such absences which may be covered by special policies set by the Board of Trustees, will automatically be removed from the Board of Trustees.
ARTICLE V – MEETINGS
Section 5.1. Annual Meeting. The annual meeting of the Corporation shall be held during the time frame and location of the annual American Library Association Conference or on such other date as may be fixed by the Board of Trustees.
Section 5.2. Regular Meeting. The frequency and dates of regular meetings of the Board of Trustees shall be fixed by the Board of Trustees, normally at its annual meeting.
Section 5.3. Special Meetings. Special meetings of the Board of Trustees may be called by the President or Vice President of the Board or shall be called at the request of any three voting trustees of the Board.
Section 5.4. Place of Meetings. Meetings of the Board may be held at the principal offices of the corporation or at any other place within or without the State of Texas or via conference call. The notice of the meeting shall include the place and time of the meeting.
Section 5.5. Notice of Meetings. Written notice of the time and place of the annual and regular meetings shall be sent to each trustee, at the last known place of business or residence of the trustee or via electronic mail. Notice of Annual Meetings shall be given at least thirty (30) days prior to the date of such meeting. Notice of Regular Meetings shall be given at least ten (10) days prior to the date of such meeting(s). Notice of Special Meetings shall be given at least five (5) days prior to the date of such meeting(s). Written notice of special meetings shall be sent to each trustee, at the last known place of business or residence of each trustee, not less than 30 days prior to the date of such meeting or by mail or other electronic means not less than 15 days prior to the date of such meeting.
Section 5.6. Waiver. Notwithstanding the provisions of any of the foregoing sections, a meeting of the Board of Trustees may be held at such time or place within or without the State of Texas as the Board of Trustees shall designate and any action may be taken thereat, if notice thereof is waived in writing by every trustee having the right to vote at the meeting.
Section 5.7. Quorum. Unless provided for differently elsewhere in these Bylaws, a majority of the trustees then serving in office shall constitute a quorum for all meetings of the Board of Trustees.
Section 5.8. Voting. At any meeting of the trustees, every voting trustee present electronically or in person at such meeting shall be entitled to one vote and, except as otherwise provided by law or by these Bylaws. The act of the majority of the trustees present electronically or in person at any meeting at which a quorum is present shall be the act of the trustees. Voting by proxy shall not be permitted.
Section 5.9. Open Meetings. All regular meetings shall be open to the public, unless otherwise designated by the Board membership.
Section 5.10. Compensation. Trustees as such shall receive no financial compensation for their service as members of the Board, except, however, the Board of Trustees, by affirmative vote of a majority of trustees then in office, may pay or reimburse to members of the Board such expenses as the Board deems fit and necessary for carrying out the business of the corporation.
Section 5.11. Informal Action by Trustees. Any action required by law to be taken at a meeting to trustees, or any action which may be taken at a meeting of trustees, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the trustees with the exception of the election of Board of Trustee members.
Section 5.12. Presumption of Assent. A trustee of the corporation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply after the adjournment of the meeting. Such right to dissent shall not apply to a trustee who voted in favor of such action.
ARTICLE VI – OFFICERS
Section 6.1. Principal Officers. The principal officers of the corporation shall be a President, a Vice President, a Treasurer, and a Secretary. The President, Vice President, Treasurer and Secretary shall be elected from among the trustees serving in office. The Board of Trustees at any meeting may, by resolution, elect or appoint additional officers or engage agents and employees and determine their terms of office and compensation, if any, as may be deemed advisable.
Section 6.2. Election and Term of Office. The officers of the corporation shall normally be elected at the annual meeting of the Board of Trustees, but may be elected at any meeting of the Board at which a quorum is present, by a vote of the majority of the trustees present in person at the meeting. The Nominating Committee shall prepare a list of nominations for officer positions and such list shall be mailed to each trustee then serving, along with the notice of said meeting. An officer shall be elected to serve a one-year term and shall hold office until the next annual meeting of the Board following election or until his or her successor shall have been elected, except in the case of death, resignation, or removal, as provided for these Bylaws. No trustee may serve in one office for more than three consecutive one-year terms. Tenure of the office of Secretary is not limited.
Section 6.3. Removal of Officers. Any officer may be removed, with our without cause, at any time at any Board meeting at which a quorum is present, by a vote of two-thirds of the trustees then serving in office.
Section 6.4. Vacancies. Vacancies among the officers, however arising, shall be filled by a majority vote of trustees present at any regular or special meeting of the Board at which there is a quorum present. The list of nominations for officer positions shall be included with the notice of the meeting at which election is proposed.
Section 6.5. President. The President shall preside at all meetings of the Board and generally do and perform all acts incident to the office of President, and shall have such additional powers and duties as may from time to time be assigned to him or her by the Board. Unless otherwise provided for in these Bylaws, the President shall be and ex-officio voting member of each Board Committee.
Section 6.6. Vice President. In the absence or inability to act of the President, the Vice President shall exercise the powers and perform the duties of President. The Vice President shall also generally assist the President and shall have such other powers and perform such other duties as may from time to time be designated by the President or by the Board.
Section 6.7. Treasurer. The Treasurer shall act under the supervision of the Board and shall have charge and custody of, and be responsible for, all the funds of the corporation and shall keep or cause to be kept, and shall be responsible for the keeping of, accurate and adequate records of the assets, liabilities, and transactions of the corporation. He or she shall deposit, or cause to be deposited, all monies and other valuable effects of the corporation, in the name of and to the credit of the corporation, in such banks, trust companies, or other depositories as may be designated from time to time by the Board. He or she shall disburse, or cause to be disbursed, the funds of the corporation based upon proper vouchers for such disbursement. In general, he or she shall perform all duties as may from time to time be assigned to him or her by the President of the Board.
Section 6.8. Secretary. The Secretary shall act as a Secretary of, and keep, or cause to be kept, the minutes of all meetings of the Board, in one or more books provided from that purpose, and shall see that minutes of meetings of the Board are distributed promptly to all members of the Board. He or she shall see that all notices are duly given in accordance with these Bylaws, and as required by law. He or she shall have charge of the books, records, and papers of the corporation relating to its organization as a corporation and shall see that all reports, statements, and other documents required by law are properly kept or file, except to the extent that the same are to be kept or filed by the Treasurer. In general, he or she shall perform all the duties incident to the office of the Secretary and such other duties as may from time to time be assigned to him or her by the President or by the Board
Section 6.9. Bonding. Any officer or employee of the corporation shall, if required by the Board of Trustees, give such security for the faithful performance of his or her duties as the Board of Trustees may require.
ARTICLE VII – Administration
Section 7.1. Executive Director. The Executive Director shall have authority in all matters relative to the operation of the Foundation except where specifically reserved to the Board of Trustees and consistent with the Certificate of Formation and the Bylaws. In the absence or disability of the Executive Director, the duties of the Executive Director position and the powers of such position may be exercised by a person or persons designated by a majority vote of the entire Board of Trustees. Specific duties shall include, but are not limited to, the following:
Section 7.2. Staff. The Foundation shall maintain a staff of employees sufficient in number and skill level to accomplish the purposes of the Foundation. The Executive Director shall have the authority and responsibility for selecting, hiring, evaluating, suspending or dismissing such staff. Such staff shall perform all duties as assigned to them by the Executive Director or the Executive Director’s designee(s). The Executive Director shall recommend staff compensation subject to Board approval.
ARTICLE VIII – COMMITTEES
Section 8.1. Creation of Committees. The Board of Trustees, by resolution adopted by it at any regularly scheduled meeting, may designate one (1) or more standing or ad hoc committees, each of which shall have and may exercise all of the authority delegated to it by the Board in such resolution. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any member thereof, of any responsibility imposed upon it by law.
Section 8.2. Membership. Each Board committee so designated shall consist of three (3) or more persons, a majority of whom are trustees of the corporation. The remaining members of the committee need not be trustees. Unless otherwise provided for in these Bylaws or by the laws of the State of Texas, the chairperson of each standing and ad hoc committee shall be appointed by the President of the Board.
Section 8.3. Standing Committees. The following standing committees shall be established by the Board of Trustees: Nominating Committee, Finance Committee, Fund Raising Committee, and Planning Committee.
Section 8.4. Creation of Other Committees. The Board of Trustees may also create other committees not having and exercising the authority of the Board in the management of the corporation. In this case, membership on such committees may but need not be limited to trustees.
Section 8.5. Committee Meetings. Unless otherwise provided for in these Bylaws, a majority of the members then serving on a committee constitutes a quorum for the meeting of the committee and the vote of a simple majority of those present at a meeting at which a quorum is present, constitutes an action of the committee. Each committee shall determine and schedule the number of regular meetings it will hold each year.
ARITCLE IX – INDEMNIFICAION OF TRUSTEES AND OFFICERS
Section 9.1. Indemnification. To the extent permitted by law, each trustee and officer or former trustee or officer of the Corporation may be indemnified, defended and held harmless by the corporation against liabilities imposed upon him or her and expenses (including attorney’s fees) reasonably incurred in connection with any claim made against him or her, or any action, suit or proceeding to which he or she may be a party by reason of his or her service as a trustee or officer, and against such sums as independent counsel selected by the Board of Trustees shall deem reasonable payment made in settlement of any such claim, action, suit or proceeding; provided, however, that no trustee or officer shall be indemnified with respect to matters which shall be settled by the payment of the sums which counsel for which such indemnification would be against public policy or in contravention of Article 1396-2.22A, Vernon’s Annotated Texas Statutes.
Section 9.2. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee, or agent of the corporation against any liability asserted against him or her and incurred by them in any such capacity or arising out of their status as such, whether or not the corporation would have the power to indemnify them against such liability.
ARTICLE X AMENDMENTS
Section 10.1 These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the trustees present in any regular meeting or in a special meeting with at least 15 days’ written notice as given of the intent to alter, amend or repeal or to adopt new Bylaws at the meeting.
ARTICLE XI MISCELLANEOUS
Section 11.1. Construction of Bylaws. These Bylaws shall be construed under Texas law. All references in these Bylaws to statues, regulation and other sources of legal authority shall refer to the authority cited of their successors as they may be amended from time to time.
Section 11.2. Legal Construction. To the greatest extent possible, these bylaws shall be construed to conform legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to non-profit corporations. If any Bylaw provision is held invalid, illegal or unenforceable in any respect, the invalidity, and legality, or unenforceability shall not affect any other provision, and the Bylaws shall be construed as if they had not included the invalid, illegal or unenforceable provision.
Section 11.3. Headings. The headings used in these Bylaws are for convenience and they may not be considered in construing the Bylaws.
Section 11.4. Number. All singular words include the plural, and all plural words include the singular.
Section 11.5. Parties Bound. These Bylaws shall bind and inure to the benefit of the Trustees, officers, committee members, employees and agents of the Foundation and their respective heirs, executors, administrators, legal representatives, successors and assigns, except as the Bylaws otherwise provide.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of the REFORMA Educational Foundation and that these Bylaws constitute the corporation’s Bylaws. These Bylaws were duly adopted at a meeting of the Board of Directors and
SIGNED on the ______ day of _________, 2011.