Bylaws of Texas Coal Ash Utilization Group, Inc

BYLAWS

of

Texas Coal Ash Utilization Group, Inc.

a Non-Profit Corporation

ARTICLE I  - OFFICES

1.01 Registered Office and Registered Agent.  The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act.  The registered office may be, but need not be, identical with the principal office of the corporation in the State of Texas and the address of the registered office and the resident agent may be changed from time to time by the Board of Directors.  The initial registered office shall be 1700 Frost Bank Plaza, 816 Congress Avenue, Austin, Texas   78701, and the initial registered agent shall be Patty L. Akers.

1.02 Principal Office.  The principal office of the corporation in the State of Texas shall be located at 1700 Frost Bank Plaza, 816 Congress Avenue, Austin, 78701, in Travis County, Texas, or at such other location as may be determined by the Board of Directors. 

ARTICLE II  - PURPOSES AND PRINCIPLES

2.01 Purposes.  The corporation is an organization and business league of members joined together because of mutual concern and interest in the socially beneficial, technically sound and environmentally safe utilization of coal combustion products or by-products (hereinafter coal combustion products).

The corporation shall promote the general welfare of the coal combustion products industry; and

Inform and educate members, government officials and others on matters related to the utilization of coal combustion products; and

Establish and promote standards of professional practice and utilization of coal combustion products; and

Provide members a medium through which they may coordinate technical and regulatory information of common interest; and

Encourage the development and adoption of consistent and rational, federal, state and local environmental regulations, practices and policies to assure appropriate utilization of coal combustion products; and

To work with and cooperate with governmental officials, agencies, material specifiers, end-users and others in activities that carry-out the purposes stated herein and improve the opportunities for beneficial utilization of coal combustion products.

The corporation shall not engage in any activity ordinarily carried on for profit, nor engage in the performance of particular services for individual parties, nor use any of the corporation’s funds solely for the benefit of specific individual members. 

ARTICLE III  - MEMBERS

3.01 Membership Qualifications.  Any company, firm, association or individual that is in substantial agreement with the purposes and founding principles of the corporation, as stated in Article II, shall be eligible for membership.  An eligible company, firm, association or individual shall become a member of the corporation upon submission of an application for membership to the corporation, acceptance of the membership request as provided by the Board of Directors, and payment of any applicable initiation fees.  The Board of Directors, may, upon the affirmative vote of two-thirds (2/3) of the members of the Board, elect to reject membership of any applicant.  The Board of Directors shall have the power to set the amount of initiation fees for application of new members from time to time and shall have authority to set differing annual dues rates or charges for individuals or organizations who are voting and non-voting members.  The voting members of the corporation, in addition to having the right to vote, shall have such additional rights as may be determined by the Board of Directors.

3.02 Classification of Members.  The corporation shall have the following classifications for dues and membership:

1. Standard members - voting.  Companies, firms, entities, associations or businesses engaged in activities having a substantial interest in the utilization of coal combustion products.

2. Special members - non-voting.  A firm, entity, state or federal agency or an individual having an interest in the utilization of coal combustion products that is selected by a two-thirds (2/3) vote of the Board of Directors.  Special membership may be cancelled by vote of the Board of Directors in accordance with Section 3.05 of these Bylaws.

Each company, firm, entity, association or business member shall be represented in activities of the corporation by individual(s) appointed and designated by the member.  Whenever the designated representative or representatives are not available, the member shall appoint an alternate or alternates to attend any meeting or otherwise act with respect to any responsibility of membership.

3.03 Voting.  Each company, business, association, firm or entity that is a standard member shall be entitled to one vote, which may be cast in person or by proxy, on each matter submitted to a vote of the members as required by these Bylaws, the Articles of Incorporation or applicable law.  The standard members of the corporation, in addition to having the right to vote, shall have such additional rights as may be determined by the Board of Directors.

3.04 Additional Classes of Members.  The membership shall have the authority to determine, from time to time, additional classes of members of the corporation by a resolution duly adopted by a two-thirds (2/3) vote of the standard members present at a meeting called to consider such measure, which resolution shall set forth such additional classes, qualifications, manner of election or appointment of members and rights of members, which may include voting rights.

3.05 Termination of Membership.  The Board of Directors, by affirmative vote of two-thirds (2/3) of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XI of these Bylaws.

3.06 Resignation.  Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

3.07 Reinstatement.  Upon written request signed by a former member and filed with the Secretary, a member may reinstate its membership in the corporation upon payment of such annual dues as may be required, payment of any past due amounts and the fulfillment of such other qualifications as may be required for the class of membership to which such member is seeking reinstatement.  The Board of Directors may, by the affirmative vote of two-thirds (2/3) of the members of the Board, elect not to reinstate such former member to membership or only on such terms and conditions as the Board of Directors may deem appropriate.

3.08 Transfer of Membership.  Membership in this corporation is not transferable or assignable.

3.09 Effect of Termination.  Upon termination of membership through expulsion, resignation or otherwise, all interest and right of a former member in the operations and affairs of the corporation shall cease.

ARTICLE IV  - MEETINGS OF MEMBERS

4.01 Annual Meeting.  The annual meeting of the members shall be held at a time and on a day to be selected by the Board of Directors during the fourth quarter preceding the end of the corporation’s fiscal year.  At each such annual meeting, the voting members shall elect officers and transact such other business as may be properly brought before the meeting.

4.02 Special Meetings.  Special meetings of the members may be called by the President, the Board of Directors, or not less than one-fifth (1/5) of the voting members.

4.03 Place of Meeting.  The President or the Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting.  If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Texas; but if all of the members shall meet at any time and place, either within or without the State and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

4.04 Notice of Meetings.  Written, printed or email notice stating the place, day and hour of any meeting of members shall be delivered, personally, by mail or electronically to each member not less than ten (10) nor more than fifty (50) days before the date of such meeting.  In case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.  If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at its address as it appears on the records of the corporation, with postage thereon prepaid.

4.05 Action by Unanimous Written Consent.  Any action required by law to be taken at a meeting of the members or any action which may be taken at a meeting of the members may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

4.06 Quorum.  The members holding forty percent (40%) of the votes which may be cast at any meeting shall constitute a quorum at such meeting.  If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

4.07 Action by Members.  When a quorum is present at any meeting, the vote of a majority of the members having voting rights, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by statute, the articles of incorporation, or these Bylaws.

4.08 Proxies.  At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized alternative.  No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

4.09 Voting by Mail.  Where officers are to be elected or action taken by the members of any class or classes of members, such election or action may be conducted by mail or electronically in such manner as the Board of Directors shall determine.

4.10 Attendance at Meetings.  Voting and non-voting members may attend any meeting.  Any member may invite one or more guests to attend a meeting.  However, the President, upon prior notice, shall have the discretion to restrict a meeting to members only or to voting members only.  If prior notice is not given, the President may restrict, at his or her discretion, portions of a meeting to members only. 

ARTICLE V  -  BOARD OF DIRECTORS

5.01 General Powers.  Directors must be voting members, or representatives of voting members, of the corporation.  The affairs of the corporation shall be managed by its Board of Directors and shall include, but not be limited to, the following:

1. Propose, adopt and implement all desirable policies and programs that will carry out the purposes and support the Founding Principles of the corporation.

2. Oversee and execute programs adopted by the general membership.

3. Determine membership eligibility and set dues amounts.

4. Arrange for audits and other financial, technical and legal services as necessary.

5. Fill interim vacancies on the Board of Directors.

6. Determine the need, composition, retention and compensation of professional assistance; arrange and execute agreements with other entities for legal, technical, administrative and staff support service for the corporation.

7. Transact the routine business of the corporation.

8. Perform other duties as expressed in these Bylaws.

The corporation is composed of a group of members that have substantially similar interests and goals.  The corporation, however, recognizes that its members come from a broad base of varied industry and commerce and for this and other reasons each and every member of the corporation may not be in total agreement with each and every program, policy or action taken in the name of the corporation by a majority determination in accordance with these Bylaws.

Accordingly, when possible, all major policy and action proposals shall be fully presented and outlined to the membership.  Proposals to be voted on by the membership will be submitted within a reasonable time frame for timely review by each voting member prior to voting.

5.02 Number, Tenure and Qualifications.  The directors named in the article of incorporation shall hold office until the first meeting of the members and until their successors are elected and qualified.    The officers elected to serve the corporation shall automatically be elected to serve on the Board of Directors.

The number of directors may be increased or decreased, but never below three (3), by affirmative vote of two-thirds of the voting members.

5.03 Regular Meetings.  A regular meeting of the Board of Directors shall be held without other notice than this Bylaw, the first Thursday of December.  The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of alternative or additional regular meetings of the Board without other notice than such resolution.

5.04 Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any two directors.  The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them.  Special meetings may be held by video or telephone conference call.

5.05 Notice.  Notice of any special meeting of the Board of Directors shall be given at lease two days previously thereto by written notice delivered personally or sent by mail or email to each director at the address as shown by the records of the corporation.  If mailed, such notice shall be deemed to be delivered two (2) days after the date deposited in the United States mail so addressed with postage thereon prepaid.  If notice be given by email, such notice shall be deemed to be delivered when the email is sent.  Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transacting of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

5.06 Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

5.07 Manner of Acting.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

5.08 Vacancies.  Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.  In the event a director resigns from, or otherwise leaves the employ of, the member company for which he or she was serving as a representative, such director shall resign from the Board and the Board shall act to fill the position in accordance with the vacancy provisions of this section.

5.09 Compensation.  Officers and directors shall not receive any compensation for their services.

5.10     Action by Unanimous Written or Email Consent.  Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if consent in writing or by email setting forth the action so taken shall be signed or received electronically by all of the directors.

5.11     Voting by Mail.  Where action is to be conducted by the Board of Directors, such action may be conducted by mail or electronically via email in such manner as the Board of Directors shall designate. 

ARTICLE VI  - OFFICERS

6.01 Officers.  The officers of the corporation shall consist of a President, a Vice President, a Secretary, a Treasurer and a Trustee.  The Board of Directors may elect or appoint such other officers, including, but not limited to, one of more Assistant Secretaries and one of more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.  All officers elected or appointed to serve on the Board of Directors shall serve as voting members of the Board of Directors.  Any two or more offices may be held by the same person, except the offices of President and Secretary.  Provided however, that at least three (3) officers must be elected to serve.  No voting member shall have more than one officer elected from that member.

6.02     Election and Term of Office.  The officers of the corporation shall be elected annually by majority vote of a quorum of the voting members at the regular annual meeting of the members.  If the election of officers shall not be held at such meetings, such election shall be held as soon thereafter as may be convenient.  New offices may be created and filled at any meeting of the Board of Directors.  Each officer shall hold office until a successor shall have been duly elected and shall have qualified.

At the first meeting of the membership the following officers shall be elected to serve:

President until December 31, 2002

Vice President until December 31, 2002

Secretary until December 31, 2003

Treasurer until December 31, 2003

Trustee until December 31, 2002

At the annual meeting of the membership in December 2002, the following officers shall be elected to serve:

President until December 31, 2004

Vice President until December 31, 2004

At the annual meeting of the membership in December 2003, the following officers shall be elected to serve:

Secretary until December 31, 2005

Treasurer until December 31, 2005

Trustee until December 31, 2005

Thereafter, the officers shall be elected on alternate annual member meetings so that each officer serves a term of two (2) years, commencing on January 1 of the year following his or her election and ending on December 31 of the second year following his or her election, until a successor is elected and qualified.

It is recommended, but not required, that the officer serving as Vice President be elected to serve as President upon the expiration of the President’s term.

6.03 Removal.  Any officer elected by the members may be removed by a two-thirds (2/3) vote of the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby or by the members at a special meeting of members called for that purpose.

6.04 Vacancies.  A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.  Notwithstanding the aforesaid, a permanent vacancy in the office of President shall be filled by the Vice President.

6.05 President.  The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation.  He or she shall preside at all meetings of the members and of the Board of Directors.  The President may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments and agreements which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

6.06 Vice President.  In the absence of the President or in the event the President is unable or refuses to act, the Vice President shall perform the duties of the President and when so acting shall have all the power of and be subject to all the restrictions upon the president.  Any Vice President shall perform such other duties as from time to time may be assigned by the President or Board of Directors.

6.07 Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or securities as the Board of Directors shall determine.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation and 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 VIII of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.

6.08 Secretary.  The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporation records and of the seal of the corporation, and affix the seal of the corporation to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post-office and email addresses of each member which shall be furnished to the Secretary by each member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

6.09 Assistant Treasurer and Assistant Secretaries.  If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

6.10 Resignation of Officers.  Any officer that intends to resign from office shall provide the Board of Directors sixty (60) days notice prior to the date of such resignation.

ARTICLE VII  - COMMITTEES

7.01 Standing Committees.  The Standing Committees of the corporation shall include, but not be limited to the following:

1. Education and Information Committee.

2. Regulatory/Legislative Committee.

3. Membership Committee.

4. Nominating Committee.

Committee members may be selected from the voting and non-voting members of the corporation.  The chairpersons and committee members of standing committees shall be appointed by the President.

7.02 Education and Information.  This committee shall advise and assist the Board of Directors in carrying out the educational policies and initiatives of the corporation and shall provide for collection and preservation of educational materials, data and other information related to coal combustion product utilization.  This committee will help disseminate the positions and programs of the corporation through the media, selected forums and printed materials.

7.03 Regulatory/Legislative Committee.  This committee shall monitor and keep abreast of significant federal and state regulatory and legislative developments and serve as a liaison between members of the corporation and federal, state and local governments and agencies.  This committee will also recommend to the Board of Directors and the members’ strategies for improving opportunities in utilization of coal combustion products.

7.04 Membership Committee.  This committee shall implement all programs related to membership recruitment, service and development.

7.05 Nominating Committee.  This committee shall recommend a slate of candidates for any director or officer position that is required to be filled.

7.06 Other Committees.  Other committees may be created from time to time by resolution of the Board of Directors.  Members or such committees shall be appointed by the President.  Except as otherwise provided in such resolution, the members of each such committee are not required to be voting members of the corporation.  Any members thereof may be removed by the President whenever in the President’s judgment the best interests of the corporation shall be served by such removal.

7.07 Term of Office.  Each member of a committee shall continue as such until a successor is appointed, unless the committee shall be sooner terminated, or unless such member resigns or is removed from such committee, or unless such member shall cease to qualify as a member thereof.

7.08 Vacancies.  Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

7.09 Quorum.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

7.10 Rules.  Each committee may adopt rules for its own government not inconsistent with these Bylaws of with rules adopted by the Board of Directors. 

ARTICLE VIII  - CONTRACTS, CHECKS, DEPOSITS AND FUNDS

8.01 Contracts.  The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation provided that such contract or instrument is not in violation of these Bylaws, the Articles of Incorporation or applicable law.  Such authority may be general or confined to specific instances.

8.02 Checks and Drafts.  All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by the President or such other officer or officers of the corporation as may be determined by the Board of Directors and countersigned by the Treasurer or by such other officer or officers as may be designated by the Board of Directors.  Except that checks, drafts, or orders for payment of money in an amount of one thousand dollars ($1,000.00) or less need not be countersigned.

8.03 Deposits.  All funds of the corporation 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 Directors may select.

8.04 Gifts.  The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation. 

ARTICLE IX - BOOKS AND RECORDS

9.01 The corporation shall keep correct and complete books and records of account in accordance with all applicable laws, and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote.  All books and records of the corporation may be inspected by any member or their agent or attorney for any proper purpose at any reasonable time. 

ARTICLE X - FISCAL YEAR

10.01   The fiscal year of the corporation shall begin on the first day of January and end on the last day in December, in each year.

ARTICLE XI - DUES

11.01 Initiation Fee and Annual Dues.  The corporation shall be financed by the initial contributions of its members and by such additional initiation fees, annual dues and periodic special assessments as may from time to time be voted by a majority vote of the Board of Directors.

11.02 Payment of Dues.

1. Membership Initiation Fees - shall be payable in advance when the application for membership is submitted.  Initiation fees shall be returned to the applicant if membership is denied.

2. Annual Dues - shall be payable on the first working day of January of each year; provided however, that annual dues shall not be due for the first twelve (12) months after payment of the initiation fee.  Annual dues shall not be refundable to resigning or removed members.  The membership dues for the fiscal year following the year in which the new member joins shall be prorated based on the calendar quarter in which the new member submitted their application for membership as follows:

3. Dues shall be made payable to the corporation and submitted to the Treasurer.

                        MONTH APPLICATION TENDERED     DUES AT THE TIME OF RENEWAL

January, February, March 100%

April, May, June 75%

July, August, September 50%

October, November, December 25%

11.03 Default and Termination of Membership.  When any member of any class shall be in default in the payment of dues for a period of three (3) months from the beginning of the fiscal year or period for which such dues become payable, the membership may thereupon be terminated by the Board of Directors in the manner provided in Article III of these Bylaws.  The Board of Directors may establish a late payment penalty whenever a member fails to pay dues by the 15th day of February of each year. 

ARTICLE XII - INDEMNIFICATION

12.01   Indemnification.

A.        The corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director, officer, member, employee or agent of the corporation only if it is determined in accordance with paragraph E of this Section 12.01 that the person:

(1)        conducted himself or herself in good faith;

(2)        reasonably believed;

(a)        in the case of conduct in his or her official capacity as a director, officer, member or employee of the corporation, that his or her conduct was in the corporation’s best interest; and

(b)        in all other cases, that the conduct was not opposed to the corporation’s best interests; and

(3)        in the case of any criminal proceeding, the officer, director, member, employee or agent had no reasonable cause to believe the conduct was unlawful.

B.         Except to the extent permitted by paragraph D of this Section 12.01, a director, officer, member, employee or agent may not be indemnified under paragraph A of this Section with respect to a proceeding:

(1)        in which the person is found liable on the basis that personal benefit was improperly received by the party, whether or not the benefit resulted from an action taken in the person's official capacity; or

(2)        in which the person is found liable to the corporation.

C.        The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendre or its equivalent is not of itself determinative that the person did not meet the requirements set forth in paragraph A of this Section 12.01.  A person shall be deemed to have been found liable with respect to any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals there from.

D.        A person may be indemnified under paragraph A of this Section 12.01 against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding; but if the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification:

(1)        is limited to reasonable expenses actually incurred by the person in connection with the proceeding; and

(2)        shall not be made with respect to any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of the person’s duty to the corporation.

E.         A determination of indemnification under paragraph A of this section 12.01 must be made:

(1)        by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding;

(2)        if such quorum cannot be obtained, by a majority vote of a committee of the board of directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding;

(3)        by special legal counsel selected by the board of directors or selected by a committee of the board by vote as set forth in subparagraph (1) or (2) of this Section 12.01 E., or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; or

(4)        by the members in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding.

F. Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses must be made in the manner specified by subparagraph (3) of Section 12.01 E. for the selection of special legal counsel.

G. The corporation shall indemnify a director, officer, member, employee or agent against reasonable expenses incurred by the person in connection with a proceeding in which the person is a party because the person is a director, officer, member, employee or agent, if such person has been wholly successful, on the merits or otherwise, in the defense of the proceeding.

H. Reasonable expenses incurred by a director, officer, member, employee or agent who was, is, or is threatened to be made a named defendant or respondent in a proceeding may be paid or reimbursed by the corporation, in advance of the final disposition of the proceeding and without any of the determinations specified in paragraphs E and F of this Section 12.01, after the corporation receives a written affirmation by the person of their good faith belief that the standard of conduct necessary for indemnification under this Section 12.01 has been met and the director, officer, member, employee or agent agrees to repay the amount paid or reimbursed if it is ultimately determined that the person has not met those requirements.

I. Notwithstanding any other provision of this section 12.01, the corporation may pay or reimburse expenses incurred by a director, officer, member, employee or agent in connection with the person’s appearance as a witness or other participation in a proceeding at a time when the person is not a named defendant or respondent in the proceeding.

J. The corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, member, employee or agent of the corporation or who is or was serving at the request of the corporation as a director, officer, member, employee, agent, or similar functionary against any liability asserted against the person and incurred by the person in such a capacity or arising out of the status as such a person, whether or not the corporation would have the power to indemnify the person against that liability under this Section 12.01.  If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the corporation would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the members of the corporation.  Without limiting the power of the corporation to procure or maintain any kind of insurance or other arrangement, a corporation may, for the benefit of persons indemnified by the corporation:

(1)        create a trust fund;

(2)        establish any form of self-insurance;

(3)        secure its indemnity obligation by grant of a security interest or other lien on the assets of the corporation; or

(4)        establish a letter of credit, guaranty, or surety arrangement.

The insurance or other arrangement may be procured, maintained, or established within the corporation or with any insurer or other person deemed appropriate by the board of directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the corporation.  In the absence of fraud, the judgment of the board of directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or arrangement.

K. Any indemnification of or advance of expenses to a director, officer, member, employee or agent in accordance with this Section 12.01 shall be reported in writing to the members with or before the notice or waiver of notice of the next members' meeting or with or before the next submission to members of a consent to action without a meeting pursuant to Article 9.10 of the Texas Non-Profit Corporation Act and, in any case, within the twelve (12) month period immediately following the date of indemnification or advance.

L. As used in these Bylaws, the following terms have the meanings set forth below:

(1)        “Corporation” includes any domestic or foreign predecessor entity of the corporation in a merger, consolidation, or other action in which the liabilities of the predecessor are transferred to the corporation by operation of law and in any other transaction in which the corporation assumes the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this Section 12.01.

(2)        “Director, officer, employee or agent” means any person who is or was a director, officer, employee or agent of the corporation and any person who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, employee, agent, or similar functionary.

(3)        “Expenses” include court costs and attorneys’ fees.

(4)        “Official capacity” means:

(a)        when used with respect to a director, officer or member, the office of the person acting in accordance with furtherance of the corporation’s purpose; and

(b)        when used with respect to a person other than a director, officer or member, the elective or appointive office in the corporation held by the person or the employment or agency relationship undertaken by the person in behalf of the corporation but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

(5)        “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

12.02   Other Indemnification.  The foregoing rights of indemnification and reimbursement shall not be exclusive of any other right to which any such person may be entitled by law, bylaw, agreement, member’s vote or otherwise.

ARTICLE XIII  -  TELEPHONE OR VIDEO CONFERENCE MEETINGS

13.01   Subject to the requirements of the Texas Non-Profit Corporation Act, as amended, or these Bylaws for notice of meetings, members of the corporation, members of the Board of Directors, or members of any committee designated by the President or Board of Directors may participate in and hold a meeting of such members, Board or committee by means of a conference telephone or similar’ communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 13.01 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 

ARTICLE XIV - WAIVER OF NOTICE

14.01   Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the corporation, 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 XV  - AMENDMENTS TO BYLAWS

15.01   These Bylaws may be altered, amended or repealed and new Bylaws may be adopted:

A.        By letter ballot by two-thirds vote of the voting members returning ballots, provided that at least 25% of the voting members return such letter ballot within 15 days of its mailing;

                         or

B.         By vote of two-thirds of the voting membership present, either in person or by proxy, at the annual meeting or any meeting called for that purpose, provided that the notice of the proposed change or amendment was submitted in writing, at least twenty (20) days in advance of such meeting. 

ARTICLE XVI  -  DISSOLUTION

16.01   In the event of dissolution of the corporation:

A.        No part of the funds or property of the corporation shall ever accrue to the private benefit of any member.

B.         After payment of all indebtedness, any surplus funds and property, upon dissolution, shall be transferred to a non-profit organization with tax-exempt status under the then existing provisions of the Internal Revenue Code.