FIFTH AMENDED AND RESTATED BY-LAWS
TRAVIS COUNTY WOMEN LAWYERS’ FOUNDATION
NAME AND PURPOSE
The name of the foundation is Travis County Women Lawyers’ Foundation.
The Travis County Women Lawyers’ Foundation (the “Foundation”) is organized exclusively for public charity and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, that is, for charitable and educational purposes, including purposes which support, promote and encourage activities for the furtherance of justice and equal opportunity for women, families, and children. More specifically the Foundation is created solely as an organization described in section 501(c)(3) and exempt from taxation under section 501(a) of the Internal Revenue Code of 1986 (the “Code”) or corresponding provisions hereinafter in effect.
The membership of the Foundation shall consist of all the members of the Travis County Women Lawyers’ Association.
2.2 Annual Meeting
The annual meeting of the members will be held at such time and place as designated by the Board (as hereinafter defined). No personal notice of the annual meeting shall be required; however, the Board may provide notice by publication in any newsletter of the Travis County Women Lawyers’ Association.
2.3 Voting Rights
The members shall have no voting rights.
2.4 Delegation of Powers and Rights
The members delegate all of their powers and rights to the Board of Directors of the Travis County Women Lawyers’ Foundation.
BOARD OF DIRECTORS
The direction and management of the affairs of the Foundation and the control and disposition of its properties and funds shall be vested in a Board of Directors (the “Board”), and subject to the restrictions imposed by the law, the Articles of Incorporation, and these by-laws, the Board shall exercise all of the powers of the Foundation.
Until changed by amendment to these by-laws, the number of directors shall be not less than five nor more than seventeen voting members. Each director shall be a member in good standing of the Travis County Women Lawyers’ Association and shall remain a member in good standing of the Travis County Women Lawyers’ Association during his or her tenure as a director. There shall be four permanent directors: Past President, President, and President Elect of the Travis County Women Lawyers’ Association and Past Chair of the Foundation. In the event the Past Chair of the Foundation in any year is serving the remaining year of a two year term, then there shall be a vacancy in such permanent director position.
The non-permanent directors of the Board shall be classified, with respect to the time they generally hold office, into two (2) classes as nearly equal in number as possible as determined by the Board. Upon expiration of the term of office of a non-permanent director, the respective successor to such Director shall be appointed to serve a term of two years. The term of office of a director shall be that period commencing with his or her date of appointment and ending with the date of the second annual meeting as hereinafter defined in Section 6 held after the appointment of such director. Each director shall serve for the appointed term of office and until a successor is duly appointed and qualifies. Notwithstanding the foregoing, the term of office of each permanent director, as defined in Section 3.2, shall be for a period of one year.
In case of appointment to fill a vacancy as hereinafter defined in Section 5 of this Article III, the term of the successor shall be for the unexpired term for which the former occupant thereof was appointed.
The manner of appointing the initial Board and for appointing successors to the directors and filling vacancies shall be as follows: upon the expiration of the respective terms of the directors, successors to directors whose terms shall have expired shall be appointed by the remaining directors and vacancies shall be filled in the same way. Any director whose term of office shall have expired may be appointed for a succeeding term.
A vacancy may be declared in any seat on the Board: (i) upon the death or resignation of the occupant thereof; (ii) upon the disability of any occupant rendering that person permanently incapable of participating in the management and affairs of the Foundation; (iii) upon the failure of any occupant to maintain good standing membership in the Travis County Women Lawyers’ Association; or (iv) upon the nonattendance by any occupant at any four meetings of the Board in any twelve (12) month period, except as excused by the Chair.
3.6 Annual Meeting of the Board
The annual meeting of the Board shall be held in July of each year beginning in 2003 at such time and place as determined by the Board, for the election of officers and the transaction of such other business as may lawfully come before the meeting. It shall be the duty of the Secretary of the Foundation to give ten days’ notice of such meeting to each director personally or by mail, telephone, email, or facsimile to each director not personally notified.
3.7 Special Meetings
Special meeting of the Board shall be held whenever called by the Secretary of the Foundation or upon written request of any two directors; and it shall be the duty of the Secretary to give sufficient notice of such meetings in person or by mail, telephone, email, or facsimile to enable the directors so notified to attend such meetings.
3.8 Quorum for Meetings
Six of the directors shall constitute a quorum for the transaction of business at all meetings convened according to these by-laws.
The officers of the Foundation shall be a Chair of the Board, Chair-elect of the Board, Secretary and 2 Co-Treasurers and such other officers as may be determined and selected by the Board. The Chair of the Board in any given bar year shall be the Past-President of the Travis County Women Lawyers’ Association, and the Chair-elect shall be the President of the Travis County Women Lawyers’ Association. The Board, at the annual meeting in July, shall elect the rest of the officers for that bar year. If the Past-President or the President of the Association refuses or is ineligible to serve as Chair and Chair-elect, the Board shall elect from its members a Chair and/or Chair-elect for that bar year. Each officer shall be elected by a majority of the Board present in person at the meeting at which a quorum is in attendance. Voting at the election shall be by secret ballot.
The officers of the Foundation shall be elected for terms of one year. The term of office of an officer shall be that period commencing with his or her date of election and ending with the date of the first annual meeting as defined in Section 6 of the Article III, held after the election of such officer.
The Chair and Chair-elect of the Foundation shall serve at the same time as they are Past-President and President of the Association unless an election from the Foundation Board is required, whereby, the office of the Chair of the Board shall be filled by a board member no earlier than during the first calendar year of his or her second term or during any calendar year of subsequent terms. The office of Chair-elect shall be filled by a board member no earlier than during the second calendar year of his or her term, he or she having been elected to the office no earlier than upon completion of the first calendar year of his or her term. The offices of Co-Treasurer shall be filled by a board member during any calendar year of his or her term. The office of a Secretary shall be filled by a board member during any calendar year of his or her term.
4.4 Attendance at Meetings
The Chair of the Board, or in the absence of the Chair of the Board, the Chair-elect of the Board shall call meetings of the Board to order, and shall act as chair of such meetings, and the Secretary of the Foundation shall act as Secretary of all meetings, but in the absence of the Secretary, the chair may appoint any person present to act as secretary of the meeting.
The principal duties of the several officers are as follows:
(a) Chair of the Board. The Chair of the Board shall preside at all meetings of the Board. The Chair shall be the chief executive officer of the Foundation, and subject to the control of the Board, shall have general charge and supervision of the administration of the affairs and business of the Foundation. The Chair shall see that all orders and resolutions of the Board are carried into effect. The Chair shall sign and execute all legal documents and instruments in the name of the Foundation when authorized to do so by the Board and shall perform such other duties as may be assigned from time to time by the Board. The Chair of the Board shall submit to the Board plans and suggestions for the work of the Foundation shall direct its general correspondence and shall present recommendations in each case to the Board for decision. The Chair shall also submit a report of the activities and business affairs of the Foundation at each annual meeting of the Board and at other times when called upon to do so by the Board or the President of the Travis County Women Lawyers’ Association.
(b) Chair-elect of the Board. The Chair-elect of the Board shall perform those duties delegated to him or her by the Chair, which shall be in the furtherance of preparation for his or her assumption of the role of Chair. The Chair-elect of the Board shall discharge the duties of the Chair of the Board in the event of absence or disability of the Chair for any cause whatever, and shall perform such additional duties as may be prescribed from time to time by the Board.
(d) Co-Treasurers. The Treasurers shall keep account of all monies, credits and property of the Foundation that shall come into his or her hands and keep an accurate account of all moneys received and discharged. Except as otherwise ordered by the Board, the Treasurers shall have the custody of all the funds and securities of the Foundation and shall deposit the same in such banks or depositories as the Board shall designate. The Treasurers shall keep proper books of account and other books showing at all times the amount of the funds and other property belonging to the Foundation, all of which books shall be open at all times to the inspection of the Board. The Treasurers shall also submit a report of the accounts and financial condition of the Foundation at each annual meeting of the Board. The Treasurers shall, under the direction of the Board, disburse all moneys and sign all checks and other instruments drawn on or payable out of the funds of the Foundation, which checks, however, may also be required by the Board to be signed by the Chair or Chair-elect or Secretary, or by such member of the Board as the Board shall designate. The Treasurers shall also make such transfers and alterations in the securities of the Foundation as may be ordered by the board. In general, the Treasurers shall perform all duties incident to the office of the Treasurers, subject to the approval of the Board, and shall perform such additional duties as may be prescribed from time to time by the Board. The Treasurers shall give bond only if required by the Board. In case of absence or disability of either Treasurer, the Chair may appoint an assistant treasurer to perform the duties of the Treasurers during such absence or disability.
(e) Secretary. The Secretary shall have charge of the records and correspondence of the Foundation under the direction of the Chair of the Board, and shall be the custodian of the seal of the Foundation. The Secretary shall give notice of and attend all meetings of the Board. The Secretary shall take and keep true minutes of all meetings of the Board. The Secretary shall discharge such other duties as shall be assigned by the Chair of the Board or the Board. In case of the absence or disability of the Secretary, the Chair may appoint an assistant secretary to perform the duties of the Secretary during such absence or disability.
Whenever a vacancy of an officer shall occur, such vacancy shall be filled by the Board by the election of a new officer from the Board who shall hold office until the next annual meeting and until a successor is elected and qualifies.
APPOINTIVE OFFICERS AND AGENTS
The Board may appoint such officers and agents in addition to those provided for in Article IV, as may be deemed necessary, who shall have such authority and perform such duties as shall from time to time be prescribed by the Board.
LIABILITY OF DIRECTORS AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
6.1 Limitation of Liability
Director liability shall be limited to the extent provided for in the Texas Non-Profit Corporation Act, and the provisions of any other applicable law. In addition, a director shall not be liable to the Foundation for monetary damages for an 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 to the extent the director is found liable for (i) a breach of the director’s duty of loyalty to the Foundation; (ii) an act or omission not in good faith that constitutes a breach of duty of the director to the Foundation or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or (iv) an act or omission for which the liability of a director is expressly provided by an applicable statue. Any repeal or amendment of this paragraph shall be prospective only and shall not adversely affect any limitation on the liability of a director existing at the time of such repeal or amendment. In addition to the circumstances in which the director is not liable as set forth in the preceding sentences, the director shall not be liable to the fullest extent permitted by any provisions of the statutes of Texas hereafter enacted that further limits the liability of a director.
6.2 Right to Indemnification
Directors and officers of the Foundation shall be indemnified by the Foundation to the fullest extent allowable under Article 2.22A of the Texas Non-Profit Corporation Act or the provisions of any other applicable law.
The Foundation may purchase and maintain insurance, at its expense, to protect itself or any person who is or was serving as a director, officer, employee or agent of the Foundation or is or was serving at the request of the Foundation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary or another foreign or domestic foundation, partnership, joint venture, proprietorship, employee benefit plan, trust or other enterprise against any expense, liability or loss, whether or not the Foundation would have the power to indemnify such person against such expense, liability or loss under this Article VI.
6.4 Savings Clause
If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Foundation shall nevertheless indemnify and hold harmless each director, officer or any other person indemnified pursuant to section 2 of this Article VI as to costs, charges and expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.
6.5 Limitation on Indemnification of a Private Foundation
Notwithstanding any other provision of this Article VI, if the Foundation is a private foundation within the meaning of Section 509(a) of the Code or corresponding provisions of any subsequent federal tax laws, the limitations of liability or rights to indemnification which would constitute a violation of Chapter 42 of the Code.
These by-laws may be amended by the Board of Directors of the Travis County Women Lawyers’ Foundation at any meeting of such Board by the affirmative vote of a majority of the directors of the Travis County Women Lawyers’ Foundation, provided that notice of the proposed amendment shall have been given to the President and President-Elect of the Travis County Women Lawyers’ Association in writing at least ten (10) days prior to such meeting.
Fellows of the Travis County Women Lawyers’ Foundation shall have the recognition and approval of the Foundation, as follows:
8.1 Three Classes of Fellows
There shall be three classes of Fellows, as follows, to wit:
(1) Fellows, who shall be known as “Fellows of the Travis County Women Lawyers’ Foundation.”
(2) Sustaining Fellows, who shall be known as “Sustaining Fellows of the Travis County Women Lawyers’ Foundation.”
(3) Invited Fellows, who shall be known as “Invited Fellows of the Travis County Women Lawyers’ Foundation.”
8.2 Requirements for Becoming a Fellow, Sustaining Fellow or Invited Fellow
Prerequisites of a person becoming a member of the Fellows organization shall be that he or she be a person dedicated to the law and to the cause of justice, a member in a good standing of the State Bar of Texas, of high professional standing among his or her peers, and one willing to share the financial rewards of his or her professional work in causes and for purposes deemed worthy by the Foundation in at least such minimum amounts as may be prescribed by the Board by resolution from time to time. Such pledge requirements as exist at the time of election to membership shall prevail as to each member respectively for all considerations. The specific requirements as to each class of membership are as follows, to wit.
(1) subject to exceptions set forth in Section 8.3(1) and Section 8.5 of this Article VIII, Invited Fellows must be nominated by the Board or by a nominating committee, should such a committee be appointed by the Board, be found worthy of membership by the Board and be elected to membership as an Invited Fellow.
(2) All fellows must execute a written pledge of money to the Foundation in such amount as the Board shall specify and pay one-tenth or more of the total pledge amount annually, until the full pledge has been paid, without default of more than two successive years; provided, a defaulting person may be reinstated subject to the provisions of Section 8.4 of this Article VIII. The first year’s pledge installment or the full pledge amount must be paid before one may become a Fellow.
8.3 Honorary Fellows and Patrons of the Travis County Women Lawyers’ Foundation
(1) Honorary Fellows. The Board may from time to time recognize persons who may or may not be members of the State Bar of Texas and who have such interest in the law and the cause of justice to have rendered to the public or to the legal profession, on behalf of the cause of justice, service of such an unusual nature as to merit special recognition. Honorary Fellows may, but need not be, lawyers or judges, and may, but need not be residents or citizens of Travis County, Texas, or the United States. Any such person found worthy by the Board of such special recognition shall be eligible for election by the Board as an “Honorary Fellow of the Travis County Women Lawyers’ Foundation” in accordance with such rules and requirements as the Board may provide by resolution.
(2) Patrons. The Board may from time to time recognize persons, firms, foundations, and other entities who may or may not be members of the State Bar of Texas and who have such interest in the law and the cause of justice as to make a substantial monetary contribution or who may make continuing substantial monetary contributions to the Foundation. Any such person, firm, foundation or other entity found worthy by the Board shall be eligible for election by the board as a “Patron of the Travis County Women Lawyers’ Foundation” in accordance with such rules and requirements as the Board may provide by resolution.
8.4 Correction of Defaults and Reinstatement
Any member of a class of Fellows in default two or more successive years in the annual contribution required of his or her class, who on or before the tenth anniversary of the time at which he or she became a member of such class, cures such default by paying all arrears, may be reinstated to membership in the class by the Board if the Board considers him or her to be worthy of such reinstatement. If reinstated, his or her name shall be again entered on the membership rolls of the class.
8.5 Travis County Women Lawyers’ Association Officers and Directors
Any person elected as a Director of the Travis County Women Lawyers’ Association shall be a nominee for election as an Invited Fellow.
8.6 References to Being a Fellow
Any reference to the fact of a person being a Fellow in the Travis County Women Lawyers’ Foundation in any manner of advertising for professional or political purposes, other than the simple statement “Fellow of the Travis County Women Lawyers’ Foundation,” “Sustaining Fellow of the Travis County Women Lawyers’ Foundation,” or “Invited Fellow of the Travis County Women Lawyers’ Foundation,” shall be considered imprudent and is to be discouraged.
DISBURSEMENT OF FOUNDATION FUNDS TO GRANT RECIPIENTS
9.1 The Foundation may only disburse grant funds after such funds have been approved by a majority at a joint meeting of the Directors of the Travis County Women Lawyers’ Association and the Directors of the Foundation.
9.2 Any director who sits on both the Travis County Women Lawyers’ Association Board and the Foundation Board shall be entitled to two votes for the purposes of this article.
Adopted September 14, 2005, by the Board of directors of Travis County Women Lawyers’ Association.
Adopted _____________, 2007, by the Board of Directors of the Travis County Women Lawyers’ Foundation pursuant to authority delegated to the Foundation Board by the Board of Directors of the Travis County Women Lawyers’ Association.
Adopted June 7, 2011, by the Board of Directors of the Travis County Women Lawyers’ Foundation pursuant to authority delegated to the Foundation Board by the Board of Directors of the Travis County Women Lawyers’ Association.
Adopted July 12, 2012, by the Board of Directors of the Travis County Women Lawyers’ Foundation pursuant to authority delegated to the Foundation Board by the Board of Directors of the Travis County Women Lawyers’ Association.
Adopted July 16, 2014, by the Board of Directors of the Travis County Women Lawyers’ Foundation.