Of the GRAND PRAIRIE UNIT COALITION
The mission of the Grand Prairie Unity Coalition is to enhance cultural awareness, to unify, and embrace all Grand Prairie citizens through education and association.
POWERS AND OPERATIONS IN GENERAL
SECTION 2.1 Powers of Corporation. The Grand Prairie Unity Coalition (the "Corporation") shall have all the powers and authority granted to non-profit corporations under the Texas Non-Profit Corporation Act (the "Act").
SECTION 2.2 Record. The Corporation shall keep complete corporate and financial records and minutes of the proceedings of its Board of Directors (the ''Board") and of committees (if any) of the Board in accordance with applicable law. Such records and minutes shall be made available for inspection at all reasonable times by any member of the Board.
SECTION 2.3 Regulations. The Corporation by action of the Board may promulgate regulations (the "Regulations") governing the Corporation's operation. The Regulations shall not conflict with, and shall be subject to, these Bylaws and the Corporation's Articles of Incorporation (the "Articles").
SECTION 2.4 Staffing Functions. Staff functions of the Corporation may be performed by employees hired by the Corporation in accordance with the Board's resolution approving of the paid position.
BOARD OF DIRECTORS
SECTION 3.1 Management of Corporation. The Board is responsible for the management of the Corporation.
SECTION 3.2 Number, Appointment, Term. Disqualification, and Removal of Directors. The Board shall consist of seven (7) Directors, which shall include the four initiating officers as designated in the Articles and three at-large members who shall be appointed by the four initiating officers of the Board. Subsequent Directors (including Directors filling vacancies and additional Directors created by these Bylaws) shall be elected by the membership. The term of each Director is two years. Provided that a Director shall continue to serve until his/her successor is elected -and assumes office.
SECTION 3.3 Meetings of Directors. (a) The Board may hold its meetings at any place designated (from time to time) by the Board. In the absence of any such designation, meetings shall be held at the principal office of the Corporation. Regular meetings of the Board shall be held at such times and places as designated by resolution of the Board. A special meeting of the Board shall be held whenever called by the Chairman or the Vice Chairman of the Corporation or by quorum of the Board at the time and place specified by the authority calling such special meeting. Unless otherwise indicated in the notice of a special meeting, any matter that may be acted upon by the Board at a regular meeting may be acted upon at a special meeting.
(b) Except as otherwise provided by law, notice to Directors of a regular meeting is not required. Notice of the time and place of each special meeting shall be given to each Director (either by personal delivery, email, U.S. mail, telephone or telecopy) not later than two hours in advance of such meeting.
(c) Attendance of a Director at a meeting shall constitute a waiver by such Director of any notice of such meeting unless such Director attends 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. A waiver of a notice in writing, signed by any person entitled to such notice (whether before or after the time for giving such ( notice) shall be deemed to be the equivalent to the giving of such notice.
SECTION 3.4 Quorum. Four (4) Directors shall constitute a quorum for the transacting of the business of the Corporation. The act of a majority of the Directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board except as otherwise required by law or by these Bylaws or the Articles.
SECTION 3.5 Order of Business. The Board shall consider the matters before it in such order as the Board may determine.
SECTION 3.6 Committees. The Board by resolution, may designate one or more committees that shall have the authority to act on behalf of the Board in the management of the Corporation. Any such management committee shall consist of two or more Directors. Other committees that do not have management authority may be designated by resolution of the Board or by the Chairman of the Corporation, and membership on any such non-management committee need not be limited to Directors.
SECTION 3.7 Unanimous Consent of Directors. Any action that may be or is required to be taken at a meeting of the Board may be taken without a meeting if a written consent, setting forth the action to be taken, is signed by all Directors in office. Such consent shall have the same force and effect as a unanimous vote of the Board and may be stated as such in any document filed with the Secretary of the State under the Act ( or otherwise executed and delivered by (or on behalf of) the Corporation. Any action that ( likewise be taken without a meeting if a written consent, setting forth the action to be ' taken, is signed by all of the members of the committee.
SECTION 3.8 Compensation of Directors. Directors are not entitled to receive any compensation for their services as Directors, except for reimbursement of their actual reasonable expenses incurred in their performance of their duties as approved by the Board,
SECTION 4.1 Office Titles. The officers of the Corporation shall be a chairman, a vice-chairman, a secretary and a treasurer, and such other officers as the Board may from time to time appoint. The same person may hold more than one office, except that the chairman shall not hold the office of secretary.
SECTION 4.2 Appointment. Term, Removal, Vacancy of Offices. Each officer shall be elected by the Directors for a te1m of two years and shall continue to serve until his/her successor is appointed and assumes office. Each officer is subject to removal from office (with or without cause) at any time by the vote of two-thirds majority of the Directors in office. A vacancy in any office shall be filled by the same manner as the original appointment for the unexpired term thereof.
SECTION 4.3 Chairman. The chairman shall preside at all meeting of the Board. The chairman is the chief executive officer of the Corporation and, subject to the control of the Board shall have general charge and supervision of the management of the affairs of the Corporation. The chairman shall cause all orders and resolution of the Board to be put into effect. The chairman shall sign and execute all legal documents and instruments in the name of the Corporation when authorized to do so by the Board, except when the signing and execution thereof is delegated by the Board to some other officer or to an agent of the Corporation.
SECTION 4.4 Vice-Chairman. The vice-chairman shall, in the event of absence or disability of the chairman, discharge the powers and duties of the chairman, and the vice-chairman shall perform such additional duties as may be assigned from time to time by the Board.
SECTION 4,5 Secretary. The secretary shall have charge of the records and correspondence of the Corporation under the direction of the chairman. The secretary is responsible for the giving of notice of meetings of the Board, and the secretary shall attend the Board meetings and shall take and keep minutes of, and record all votes cast at such meetings. The secretary shall discharge such other duties as may be assigned from time to time by the chairman or the Board.
SECTION 4.6 Treasurer. (a) To the extent not otherwise provided in any resolution of the Board relating to the issuance of bonds or other obligations of the Corporation or to instruments authorized by the Board to provide security therefore, the treasurer shall have the custody of all the funds and securities of the Corporation and shall deposit them to the credit of the Corporation in such banks or other depositories as the Board may designate.
(b) The treasurer shall keep proper books of account and other records showing, at all times. the amount of the funds and other property belonging to the Corporation and of all receipts and disbursements of the Corporation. The treasurer shall, under the direction of the Board, disburse all money and sign all checks and other instruments drawn on or payable out of the funds of the Corporation and shall also make such transfers and other dispositions of the securities of the Corporation as may be ordered by the Board.
(c) The treasurer shall also discharge such additional duties as may be assigned from time to time by the Board. The treasurer shall give bond only if required to do so by the Board. The treasurer shall render to the chairman and to the Directors an account of all transactions of the treasurer and of the financial condition of the Corporation upon request. -
SECTION 4.7 Compensation of Officers. Officers are not entitled to receive any compensation for their services as officers, except for reimbursement of their actual ( reasonable expenses incurred in their performance of their duties as approved by the Board.
SECTION 5.1 Members, Types. The Corporation shall have memberships which will be renewable on an annual basis. The Board shall detennine the types and classes of memberships, the amount of dues for each type or class, and the number of votes allotted to each type of membership. In no event shall any type or class of membership have less than one (1) vote.
SECTION 5.2 Meetings. There shall be an annual meeting of the membership at a time and place determined by the Board. No annual meeting shall be held more than 13 months since the last annual meeting. Additional meetings of the membership may be held at times and places designated by the Board.
SECTION 5.3 Election of Directors. The membership shall elect the Directors of the Corporation at the annual meeting. Each Director shall be elected to office upon receiving a majority vote of the membership present and voting at the annual meeting. The initial Board of Directors shall continue to serve as the Board of Directors until the first annual meeting of the membership which shall be called by the Board within I 3 months of the organizational meeting of the Board. Additional Directors may be i appointed by the initial Board to fill additional positions on the Board as set out in ( Section 3.2 until the first annual meeting.
SECTION 6.1 Time for Taking Effect. The Bylaws shall take effect upon their adoption by the Board.
SECTION 6.2 Resignation. Any Director or any officer of the Corporation may resign at any time. A resignation shall be made by written instrument and shall take effect at the time specified therein or if no time is so specified, at the time of its receipt by the chairman or the secretary of the Corporation. The acceptance of a resignation is not necessary to make it effective unless expressly so provided in the instrument of resignation.
SECTION 6.3 Fiscal Year. The fiscal year of the Corporation shall be the annual period determined by resolution of the Board.
SECTION 6.4 Seal. The official seal of the Corporation shall be as determined by the Board. Such seal shall not be necessary to the proper execution by the officers of the Corporation of any document or instrument unless otherwise specified by the Board.
SECTION 6.5 Amendments. These Bylaws may be amended at any time, and from time to time, by resolution of the Board.
SECTION 6.6 Interpretation. The Bylaws shall be liberally construed to affect the purposes of the Corporation. If any part of these Bylaws is ruled invalid by a court of competent jurisdiction, the remainder of these Bylaws shall remain in effect to the fullest extent possible under the application of such ruling. References in these Bylaws to the singular number shall include the plural and vice versa (unless the context otherwise requires).
SECTION 6.7 Dissolution. Should the Board of Directors determine that this corporation no longer serves a useful function, the Board may, with the consent of the City Council of the City of Grand Prairie, dissolve the corporation by a vote of three quarters of all currently serving Board members at a specially called meeting of the Board after not less than ten (10) days notice to all Board members. Any funds or assets held by the corporation shall not inure to the benefit of any Board member but shall become the property of the City of Grand Prairie to be used as the city deems best.
ARTICLES OF INCORPORATION
Of the GRAND PRAIRIE UNIT COALITION
The undersigned natural persons, as incorporators of a non-profit corporation (the "Corporation") under the Texas Non-Profit Corporation Act (the "Act"), do hereby adopt the following Articles of Incorporation for the Corporation:
The name of the Corporation is Grand Prairie Unity Coalition.
The Corporation is a non-profit corporation created under the Act.
The duration of the Corporation is perpetual.
The purpose of the Corporation is to enhance cultural awareness, to unify and embrace all Grand Prairie citizens through education and association.
The Corporation shall have members, but is a non-stock corporation.
The street address of the initial registered office of the Corporation is 2709 Spartacus, Grand Prairie, Texas 75052, and the name of the initial registered agent at such address is Richard Fregoe.
All powers and authority of the Corporation shall be vested in a board of directors (the "Board''), each member of which shall be elected in accordance with the bylaws of the Corporation. The number of directors and their terms of office shall be fixed by the bylaws of the Corporation consistent with the Act. The directors shall serve without compensation.
The number of directors constituting the initial Board shall be seven. The respective names and addresses are as follows:
I. Kurt G. Johnson 4303 Stephens Street Grand Prairie, TX 75052
2. ChauNguyen 2221 Hardy Road Grand Prairie, TX 75051
3. Gwen Massey 3802 Willowood Lane Grand Prairie, TX 75052
4. Janie Mendez 1551 NW 19"', #2004 Grand Prairie, TX 75050
5. Richard Fregoe 2709 Spartacus Drive, Grand Prairie, TX 75052
6. Gloria Carrillo 4536 Friars Lane, Grand Prairie, Texas, 75052
7. John J. Lopez 5319 Nueces Lane, Grand Prairie Texas 75052
The name and street address of the incorporator is as follows:
Richard Fregoe 2709 Spartacus Drive Grand Prairie, TX 75052
IN WITNESS WHEREOF, I have executed these Articles of Incorporation on this _____ day of ___________________________, 2006.
STATE OF TEXAS )
COUNTY OF DALLAS )
I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this _________ day of _______________ , 2006, personally appeared before me PAUL C. ISHAM who, being by me first duly sworn, severally declared that he is the person who signed the foregoing document as incorporator and that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above -written.
Notary Public in and for the State of Texas
My Commission Expires: ______________________________