BYLAWS of the ACADEMY OF ARCHITECTURE FOR HEALTH FOUNDATION
ARTICLE I. NAME AND OFFICES
The Corporation shall be known as Academy of Architecture for Health Foundation. The Corporation is formed under the Texas Non-Profit Corporation Act, Title 32, Chapter 9 of Vernon’s Texas Civil Statutes, as amended (the “Act).
The principal office of the Corporation in the State of Texas shall be located at 1919 McKinney Avenue, Dallas, Texas 75201. The Corporation may have such other office(s), either within or without the State of Texas, as the Board of Trustees may designate or as the business of the Corporation may require from time to time.
The registered office of the Corporation required by the Act to be maintained in the State of Texas may be, but need not be, identical with the principal office in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Trustees.
ARTICLE II. BOARD OF TRUSTEES
Section 1. General Powers.
The business and affairs of the Corporation shall be managed by its Board of Trustees. Its function shall include, although not be limited to, a working Board for organization, structure, planning, policy, finances, investments, fund raising, program planning and public education, consistent with the purpose of the Corporation.
Section 2. Number, Term and Qualifications.
The number of Trustees of the Corporation shall be not less than seven (7) and not more than eleven(11) Each Trustee shall hold office for a minimum term of three (3) years and not more than 10 years.The Board of Directors will endeavor to refresh Board leadership by introducing at least one new Board member every two years.
At least one Trustee shall be a member of the Boardof Directors of the Academy of Architecture for Health (AAH) beginning at the commencement of their term as a Trustee. No more than one-third of the Trustees shall be concurrent members of the AAHBoard.
Section 3. Election of Trustees.
The Board of Trustees shall be self-perpetuating. The first Board of Trustees shall consist of those persons set forth in the Article of Incorporation. Thereafter, the Trustees shall be elected by the Board of Trustees by majority vote of the Trustees then in office.
Section 4. Regular Meeting.
One annual meeting of the Board of Trustees, face to face, shall be held in each calendar year. The Board of Trustees may provide for the holding of additional regular meetings without notice thereof by fixing the time and place, of such regular meetings in these Bylaws. Such meetings may be held by teleconference or similar digital communication medium not being face to face.
Section 5. Special Meetings.
Special meetings of the Board of Trustees may be called by or at the request of the President or any two Trustees. The person or persons authorized to call special meetings of the Board of Trustees may fix any place, within or without the State of Texas, as the place for holding any special meeting of the Board of Trustees called by them.
Section 6. Notice.
Notice of any meeting shall be given not less than five (5) nor more than forty (40) days before the date of the meeting. Notice must be communicated by e-mail. Oral notice is effective but must be back-up up by e-mailed written notice within the dates noted above.
Section 7. Waiver of Notice.
A Trustee may at any time waive any required notice. Except as set forth below, the waiver must be in writing, signed by the Trustee entitled to the notice, and filed with the minutes or the corporate records of the Corporation. A Trustee’s attendance at or participation in a meeting waives any required notice of the meeting unless the Trustee upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with the Act, the Articles of Incorporation or these Bylaws objects to lack of notice and does not vote for or assent to the objected to action.
Section 8. Quorum; Participation by Telephone.
A majority of the Trustees in office immediately preceding a meeting shall constitute a quorum for the transaction of business. Members of the Board of Trustees may participate in and act atany meeting of the Board of Trustees, whether regular or special, through the use of the conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, if each member entitled to participate in the meeting consents to the meeting being held by means of that system, and participation in such a meeting in this manner shall constitute attendance and presence in person at the meeting of the person or persons so participating for all purposes, including fulfilling the requirements of Sections 8 and 9 hereof.
Section 9. Manner of Acting.
The act of a majority of the Trustees present at a meeting at which a quorum of Trustees is present shall be the act of the Board of Trustees, unless the act of a different number is required by statute, the Articles of Incorporation or these Bylaws.
Section 10. Resignations.
Any Trustee may resign at any time by giving written notice to the Board of Trustees, the President or the Secretary of the Corporation. Any written notice shall be effective upon its receipt by the Board of Trustees, President or Secretary, as the case may be, unless otherwise provided therein. Unless otherwise specified in such notice, acceptance of such resignation shall not be necessary to make it effective.
Section 11. Removal of Trustees.
Any Trustee elected by the Board of Trustees may be removed without cause by the vote of two-thirds of the Trustees then in office. Notice of the proposed removal shall be given to all Trustees of the Corporation prior to action thereon. A Trustee may also be removed, at the discretion of the Board of Trustees, if said Trustee has unexcused absences for more than three consecutive meetings; provided, however, that the Trustee may be removed only if a majority of the Trustees then in office vote for the removal.
Section 12. Vacancies.
In case of the death, removal, incapacity or resignation of one or more of the Trustees, a majority of the Trustees remaining in office, although less than a quorum, may designate the person or persons who shall fill such vacancy or vacancies, to serve the remaining term of the Trustee.
Section 13. 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 taken unless the Trustee’s dissent shall be entered in the minutes of the meeting or unless the Trustee shall file his or her written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Trustee who voted in favor of such action.
Section 14. Committees.
The Board of Trustees, by resolution approved by a majority of all the Trustees then in office, may designate two or more Trustees to constitute (a) an executive committee, which committee shall have and exercise all of the authority of the Board of Trustees in the management of the Corporation, or (b) any other committee which shall have the name, purpose, power and authority delegated to it by such resolution.
A committee of the Board of Trustees may not:
- Authorize distributions to Trustees, officers, agent or employees except in exchange for value received;
- Approve dissolution, merger or the sale, pledge or transfer of all or substantially all of the Corporation’s assets;
- Unless otherwise provided in these Bylaws or the Articles of Incorporation, elect, appoint or remove Trustees or fill vacancies on the Board of Trustees or on any of its committees;
- Approve grants or scholarships; or
- Adopt, amend or repeal the Articles or Bylaws.
Section 15. Action Without a Meeting.
Any action that may be taken at a meeting of the Board of Trustees or of a committee of Trustees may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all of the members of the Board of Trustees or of the committee, as the case may be. Such written consent shall be filed by the Secretary with the minutes of the proceedings of the Board of Trustees or of the committee, as the case may be, and shall have the same force and effect as a unanimous vote at a meeting duly held.
Section 16. Compensation.
The Board of Trustees shall serve without compensation, but may be reimbursed for travel expenditures to the extent authorized by the Board of Trustees.
Section 17. Financial Report.
Based upon the records described in Section 1 of Article XI of these Bylaws, the Board of Trustees shall annually prepare or approve a report of the financial activity of the Corporation for the preceding year. The report must conform to accounting standards as promulgated by the American Institute of Certified Public Accountants and shall include a statement of support, revenue, and expenses and changes in fund balances, a statement of functional expenses, and balance sheets for all funds. The Board of Trustees may annually arrange for an audit of the Corporation. Any audit shall be prepared for and reports directly to the Board of Trustees.
ARTICLE III. OFFICERS
Section 1. Number.
The officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer. All said officers shall be Trustees presently serving on the Board of Trustees. Such other officers and assistant officer as may bedeemed necessary may be elected or appointed by the Board of Trustees. Any two or more offices may be held by the same person, except that no one person shall be President and Treasurer simultaneously.
Section 2. Election and Term of Office.
The officers of the Corporation to be elected by the Board of Trustees shall be elected annually at the Annual Meeting of the Board of Trustees. If the election of officers shall not be held at such meeting, suchelection shall be held as soon thereafter as conveniently may be arranged. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal.
Any officer may be removed by a vote of a majority of the entire Board of Trustees whenever in its judgment the best interests of the Corporation will be served thereby. The removal of an officer shall be without prejudice tothe contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 4. Resignations.
Any officer may resign at any time by giving written notice to the Board of Trustees, the President or the Secretary of the Corporation. Any written notice shall be effective upon its receipt by the Board of Trustees, the President or the Secretary, as the case may be, unless otherwise provided therein. Unless otherwise specified in such notice, acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies.
A vacancy in any office because of death, incapacity, resignation, removal, disqualification or otherwise, may be filled by a vote of a majority of the entire Board of Trustees for the unexpired portion of the term.
Section 6. President.
The President shall preside at all meetings of the Board of Trustees. The President may sign, with the Secretary of any otherproper officer of the Corporation thereunto authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the singing and execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President may vote in person or by proxy shares in other Corporations standing in the name of this Corporation. The President shall in general perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time.
Section 7. The Vice-President.
In the absence of the President, whether due to resignation, incapacity or any other cause, or in the event of the President’s death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President. The Vice-President shall exercise such powers only so long as the President remains absent or incapacitated, or until the Board of Trustees elects a new President. Any Vice-President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Trustees.
Section 8. The Secretary.
The Secretary shall (a) keep the minutes of the proceedings of the meetings of the Board of Trustees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) keep a register of the post office address of each Trustee and member which shall be furnished to the Secretary by such member; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Trustees.
Section 9. The Treasurer.
The Treasurer shall: (2) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (c) in general perform all of the duties incident of the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board of Trustees. If required by the Board of Trustees, the Treasurer shall give a bond at the expense of the Corporation for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Trustees shall determine.
ARTICLE IV. MEMBERS
The Corporation shall not have any class of voting members, but the Board of Trustees may establish in these Bylaws such class or classes of non-voting members, with such rights and privileges, as the Board of Trustees of the Corporation may determine.
ARTICLE V. GENERAL STANDARDS, INTERESTED PERSONS, PROHIBITED ACTS
Section 1. General Standards of Trustees.
The Board of Trustees shall act in accordance with the provisions of the Act.
Section 2. Interested Persons.
Any transactions between the Corporation and a Trustee, officer, or member or between the Corporation and any other corporation, partnership, association, or other organization, in which one or more of its Trustees, officers, or members are Trustees, officers or members, or have a financial interest, shall be governed by the provisions of the Act.
Section 3. Dividends Prohibited.
No dividend shall be paid and no part of the income of the Corporation shall be distributed to its members, Trustees, or officers.
Section 4. Loans to Trustees Prohibited.
No loans shall be made by the Corporations to its Trustees. The Trustees who vote for or assent to the making of a loan to a Trustee of the corporation, and any officer or officers participating in the makingof such loan, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.
Section 5. Grants Protocol.
The dollar amount of grant(s) to be awarded in each fiscal year shall be approved by a two-thirds majority vote of the Trustees. A decision to award an approved grant to more than one recipient shall be approved by simple majority vote of the Trustees. By simple majority vote, the Trustees may also decline an award any grant in anygiven year due for financial prudence. Should any standing Board member be an employee of a firm submitting for a grant, consideration of that firm shall be allowed so long as that Board member recuses themselves from discussion of the grant applicants and form the vote to award the grant(s).
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts.
The Board of Trustees may authorize any officer or officers, agent or agents 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. Loans and Indebtedness.
No loans or indebtedness shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances. In no event shall any loans be made by this Corporation to its officers or Trustees.
Section 3. Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in its name of the Corporation, shall be signed by the President or Treasurer or such officer or officers,agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
Section 4. Deposits.
All funds of the Corporation not otherwise employed 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 Trustees may select.
ARTCILE VII. FISCAL YEAR
The fiscal year of the Corporation shall be from January to December or as fixed from time to time by the Board of Trustees by resolution.
ARTICLE VIII. INDEMNIFICATION
The Corporation shall indemnify those persons required to be indemnified pursuant to any provision of the Articles of Incorporation of the Act. The Corporation may indemnify those persons permitted to be indemnified under any provision of the Articles of Incorporation or the Act. The Board of Trustees may purchase officer and director liability insurance for the benefit of indemnified persons.
ARTICLE IX. WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of these Bylaws or of the Articles of Incorporation or of the Act, a waiver thereof 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 the giving of such notice.
ARTICLE X. RECORDS
Section 1. Retention and Maintenance of Records.
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Trustees and committees having any of the authority of the Board of Trustees. The Corporation shall maintain current true and accurate financial records with full and correct entries made with respect to all financial transactions of the Corporation, including all income and expenditures, in accordance with generally accepted accounting practices.
Section 2. Records to be kept at Principal Office.
The Corporation shall keep a copy of all records, books and annual reports of the financial activity of the Corporation for at least three years after the closing of each fiscal year at its principal office in the State. In addition, the Corporation shall keep a list of the names and business or home addresses of its current Trustees entitle to vote.
Section 3. Inspection of Records.
The Corporation shall make such records as are required under the Act or any other applicable law available for inspection and copying to those persons and to the extent required under the Act or any other applicable law. Such inspection and copying shall be accomplished at a reasonable time and location specified by the Corporation. The Corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided.
ARTICLE XI. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws adopted by action approved by a majority of the Trustees in office at the time the amendment is adopted. The Corporation shall provide notice of any meeting of Trustees at which an amendment is to be approved. The notice must state that the purpose or one of the purposes of the meeting is to consider a proposed amendment to these Bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.
ARTICLE XII. DISSOLUTION OF THE CORPORATION
The Corporation may be dissolved in accordance with the procedure prescribed in the Act. At any time when the dissolution of the Corporation is authorized, the Board of Trustees then holding office shall distribute the assets of the Corporation remaining after the payment, satisfaction and discharge, or adequate provision therefor, of all liabilities and obligations of the Corporation, in accordance with the provisions of the Articles in Incorporation.
ARTICLE XIII. ADOPTION
These Bylaws shall become effective immediately upon their adoption by a vote of a majority of the Board of Trustees of the Corporation.
Revised and Approved by the Board of Trustees on September 11, 2012