1. The principal office shall be in the
City of Austin, County of Travis, Texas.
DIRECTORS
2. The number of directors which shall constitute
the board shall consist of not less than three nor more than nine.
Within the foregoing limits, the number of directors may from time to
time be increased or diminished, by vote of two-thirds of the directors
in office at the time. The original number of directors shall be five
(5).
3. Each director shall serve until his death, resignation,
removal from office or his disability to act on account of physical or
mental incapacity.
4. If the office of any director becomes vacant from any
reason, a majority of the remaining directors shall choose a successor.
5. The directors shall determine in what manner the funds of
the corporation shall be spent and see that the corporation is operated
strictly in accordance with its Articles of Incorporation exclusively
for charitable, benevolent, religious, eleemosynary, missionary,
educational and social purposes.
6. The property and business of the corporation shall be
managed by its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things which are not by
statute or by these by-laws prohibited.
7. Directors, as such, shall serve without compensation,
although they shall be reimbursed for all reasonable expenses of
attending regular or special meetings.
MEETINGS OF THE BOARD
8. Annual meetings of the board of directors shall be held on
the third Tuesday in August of each year at such place as may be
determined by a majority of the board of directors.
9. Special meetings of the board may be called by the President
on twenty-four hours notice to each director, either in person, by mail,
or by telegram.
10. At all meetings of the board a majority of the directors shall be
necessary and sufficient to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any
meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute
or by these by-laws.
OFFICERS
11. The officers of the corporation shall be elected by the directors
at their annual meeting and shall be a President, a Vice President, a
Secretary and a Treasurer. The board of directors may also elect
additional Vice Presidents, and one or more Assistant Secretaries and
Assistant Treasurers. Two or more offices may be held by the same
person, except that the same person shall not be President and
Secretary.
12. The board may appoint such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from
time to time by the board.
13. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer may be
removed at any time by the affirmative vote of a majority of the board
of directors. If the office of any officer becomes vacant for any
reason, the vacancy shall be filled by the board of directors.
PRESIDENT
14. The President shall be the chief executive officer of the
corporation. He shall preside at all meetings of the directors, shall be
ex officio a member of all standing committees, shall have general and
active management of the business of the corporation, and shall see that
all orders and resolutions of the board are carried into effect.
15. He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where
the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
VICE PRESIDENTS
16. The Vice Presidents in the order of their seniority shall, in the
absence or disability of the President, perform the duties and exercise
the powers of the President, and shall perform such other duties as the
board of directors shall prescribe.
SECRETARY AND ASSISTANT SECRETARIES
17. The Secretary shall attend all meetings of the board of directors
and record all votes and the minutes of all proceedings in a book to be
kept for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given,
notice of all meetings of the board of directors, and shall perform such
other duties as may be prescribed by the board of directors or
President, under whose supervision he shall be. He shall keep in safe
custody the seal of the corporation and, when authorized by the board,
affix the same to any instrument requiring it, and, when so affixed, it
shall be attested by his signature or by the signature of the Treasurer
or an Assistant Secretary.
18. The Assistant Secretaries in order of their seniority shall, in
the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties
as the board of directors shall prescribe.
TREASURER AND ASSISTANT
TREASURERS
19. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit
all funds and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board
of directors.
20. He shall disburse the funds of the corporation as may be ordered
by the board, taking proper vouchers for such disbursements, and shall
render to the President and directors, at the regular meetings of the
board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the
corporation.
21. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall
be satisfactory to the board for the faithful performance of the duties
of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.
22. The Assistant Treasurers in the order of their seniority shall,
in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties
as the board of directors shall prescribe.
SEAL
23. The corporate seal shall have inscribed thereon the name of the
corporation. A beer label would also be appropriate.
AMENDMENT OF BY-LAWS
24. These by-laws may be amended by a majority of the board of
directors. Only Hitchcock has read them.
Aside from changing the address to Austin, these By-Laws have not
been amended since 1971.
