MANDELL WINLOW SECURITY FOUNDATION NONPROFIT CORPORATION BYLAWS
1. Name and Principle Office
1.01 Name. The name of this Corporation is Mandell Winlow Security Foundation Nonprofit Corporation. These Bylaws constitute the code of rules adopted by Mandell Winlow Security Foundation Nonprofit Corporation (hereinafter the “Corporation’) for the regulation and management of its affairs.
1.02 Principal Office. The principal office of this Corporation is located at 2118 Smith Street, Houston, Texas 77019.
2. Purpose
2.01 Generally. This Corporation is organized to promote public Safety and crime prevention and thereby lessen the burdens of local government,
2.02 Community. This Corporation will contract with the Harris County Constable’s Office and other security patrols designed to increase public Safety in the community. The Corporation will operate a website that promotes public safety and heightens awareness of crime and public Safety issues in west-central Houston, Texas.
2.03 Nonprofit. This Corporation shall operate exclusively as a nonprofit Corporation pursuant to Title 2, Chapter 22 of the Texas Business Organizations Code and Section 501(c)(3) of the Internal Revenue Code of the United States of America. Notwithstanding any other provisions of these Bylaws, this Corporation shall not carry on any activities not permitted to be carried out by an organization exempt from Federal income tax under 501(c)(3) of the Internal Revenue Code, as amended. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors, officers, members, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for Services rendered and to make payments and distributions in furtherance of the purposes Set forth herein.
3. Board of Directors
3.01 Powers. The Board of Directors of this Corporation is vested with the management of the business and affairs of this Corporation, subject to the Texas Business Organizations Code, the Certificate of Formation, and these Bylaws.
3.02. Number of Directors. The Board of Directors will consist of four (4) directors and one (1) Chairman of the Board of Directors. The Chairman shall also be a director with the full rights and responsibilities of any director, such as the right to vote on any issue and the right to propose any motion. Upon resolution of the Board of Directors, the number of directors may be increased or decreased from time to time, but in no event shall a decrease have the effect of shortening the term of an incumbent director, or decreasing the total number of directors to less than three (3) directors,
Until the first annual meeting for electing the directors occurs, the initial Board of Directors shall consist of the persons listed in the Certificate of Formation as constituting the initial Board.
3.03 Terms of Directors. Directors shall serve terms of two (2) years each. Directors may serve consecutive terms without limit.
3.04 Concurrent Terms. The terms of office for directors shall be concurrent in time and shall not be staggered.
3.05 Eligibility. Any current director may be nominated for Chairman. Any Subscriber in good standing may be nominated for director.
3.06 Elections of Directors. Directors are elected by the voting-members of this Corporation. Elections for directors filling expired terms shall be held at the annual membership meeting. Any directorship to be filled by reason of an increase in the number of directors shall be filled at the next regular meeting of the members or at a special meeting called for that purpose. When a reappointment or replacement is made, the re-appointment or replacement shall be considered effective on the date that the prior term expired (i.e., the new term does not begin on the date of the election). Directors whose terms have expired may continue serving until they are either reappointed or until their Successors are chosen.
3.07 Resignation. Any director may resign at any time by delivering written notice to the Chairman of the Board of Directors. Such resignation shall take effect upon receipt or at the time specified in the notice.
3.08 Removal. Any director may be removed with or without cause, at any time, by a majority resolution of the entire Board of Directors at a Regular or Special Meeting called for that purpose. Any director under consideration of removal must first be notified about the consideration by written notice at least five (5) days prior to the meeting at which the vote takes places. Any director under consideration of removal shall be given an opportunity to be heard at the meeting called for that purpose.
3.09 Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors, though less than a quorum, and the director filing the vacancy shall serve for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as practical. Any director may make nominations to fill a vacant directorship.
3.10 Compensation. Directors may be reimbursed for actual expenses incurred in the performance of their duties for the Corporation, as long as a majority of disinterested directors approve the reimbursement. The Corporation shall not loan money or property to, or guarantee the obligation of, any director.
4. Board Meetings
4.01 Place of Board Meetings. Regular and Special Meetings of the Board of Directors will be held at any place that the Chairman may designate within the city limits of Houston, Texas.
4.02 Regular and Special Meetings. Regular meetings of the Board of Directors shall be held annually, or more frequently as deemed necessary by the Board of Directors. Special Meetings may be called by a majority of directors.
4.03 Notice of Board Meetings. Notice of the date, time, and place of Regular Meetings shall be given to each director by regular mail, telephone (including voice mail), facsimile, or electronic message not less than ten (10) days notice prior to the meeting. Notice of the date, time, and place of special meetings shall be given to each director using the same methods, but with no less than ten (10) days notice prior to the meeting.
4.04 Waiver of Notice. Attendance by a director at any meeting of the Board of Directors for which the director did not receive the required notice will constitute a waiver of notice of Such meeting unless the director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.
4.05 Quorum. A majority of the incumbent directors (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. At Board meetings where a quorum is present, a majority vote of the directors attending shall constitute a resolution of the Board.
4.06 Meetings by Remote Communications Technology. A meeting of the members of the Corporation, the Board of Directors of the Corporation, or any committee designated by the Board of Directors of the Corporation may be held by means of a remote electronic communications system, including videoconferencing technology or the Internet, only if:
(a) each person entitled to participate in the meeting consents to the meeting being held by
means of that system; and
(b) the system provides access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant.
5. Officers
5.01 Roster of Officers. The officers of the Corporation may be a President, one or more Vice Presidents (the number of which to be determined by the Board of Directors), a Treasurer, and Such other officers as may be elected in accordance with the provisions of this section. The Board of Directors may elect or appoint Such other officers, including one or more assistant Secretaries and one or 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. Any one person may hold two or more offices, except for the offices of President and Vice President, which must be held by two different people. Any director can be elected as an officer.
5.02 Election and Term of Office. The Board of Directors shall elect officers of the Corporation annually at the regular annual meeting of the Board of Directors. If the election of officers is not
held at such meeting, such election shall be held as soon as is convenient. New Offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor has been duly elected and qualifies.
5.03 Removal of Officers. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served by such removal, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
5.04 Vacancies. A vacancy in any office because of death, resignation, removal, or otherwise, may be filled by the Board of directors for the unexpired portion of the term.
5.05 Powers and Duties. The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the board of directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title Serving in nonprofit corporations having the same or similar general purposes and objectives as this Corporation.
6. Membership
6.01 Eligibility. Membership shall be granted to any individual that supports the mission and purpose of this Corporation and who satisfies all application procedures and membership dues as set forth by the Board of Directors. Once granted membership, that individual shall be known as a “subscriber.’
6.02 Rights. The only subscribers to have voting rights are the directors. All other subscribers are non-voting members. If a non-voting member is elected as a director, that individual shall be a voting member as long as they are a director. No Subscriber shall be entitled to any dividend or any part of the income of the Corporation or to share in the distribution of the corporate assets upon dissolution. Any subscriber of this Corporation, on written demand Stating the purpose of the demand, is entitled to examine and copy at the Subscriber’s expense, in person or by agent, accountant, or attorney, at any reasonable time and for a proper purpose, the books and records of the Corporation relevant to that purpose.
6.03 Expulsion. Any Subscriber may lose membership standing with or without cause, at any time, by a majority resolution of the entire Board of Directors, at a Regular or Special Meeting called for that purpose. Any subscriber under consideration of expulsion must first be notified about the consideration by written notice at least five (5) days prior to the meeting at which the vote takes place. Any subscriber under consideration of expulsion shall be given an opportunity to be heard at the meeting called for that purpose.
7. Indemnification
7.01 Insurance. The Corporation may provide indemnification insurance for the directors,
officers, employees, and agents of this Corporation, and the Board shall select the amount and limits of such insurance policy.
7.02 Indemnification. To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, Suit, or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the Corporation may be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of Such action, Suit, or proceeding, or in connection with any appearance therein.
7.03 Limits on Indemnification. Notwithstanding the above, the Corporation will indemnify a person only if he acted in good faith and reasonably believed that his conduct was in the Corporation’s best interests. In the case of a criminal proceeding, the person may be indemnified only if he had no reasonable cause to believe his conduct was unlawful.
8. Operations
8.01 Execution of Documents. Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Corporation shall be signed and executed by the Chairman or President (or such other person designated by the Board of Directors), pursuant to the general authorization of the Board.
8.02 Disbursement of Funds. Financial Transactions of $10,000.00 or more shall require majority approval of the Board of Directors. For all other transactions, the Treasurer (or other Director or Officer approved by the majority of the Board of Directors) may disburse the funds of the Corporation in accordance with the annual budget approved by the Board of Directors and the purposes of the Corporation as set out in the Certificate of Formation and these Bylaws.
8.03 Records. The Corporation will keep correct and complete records of account. The Corporation will keep at its principal office the original or a copy of its Bylaws, including amendments to date certified by the Chairman of the Corporation and a membership roster.
8.04 Inspection of Books and Records. Any director for any purpose at any reasonable time on written demand may inspect all books and records of this Corporation.
8.05 Loans to Management. The Corporation will make no loans to any of its directors or officers.
8.06 Dividends Prohibited. A dividend may not be paid to, and no part of the income of this Corporation may be distributed to, members, directors, or officers of this Corporation.
8.07 Limits on Political Activity. No Substantial part of the activities of this Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code, as amended), nor shall this Corporation participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidates for public office.
8.08 Fiscal Year. The fiscal year for the Corporation will be from May 1st to April 30th.
8.09 Dissolution. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for Such purposes or to such organization or organizations, as Said court shall determine, which are organized and operated exclusively for such purposes.
9. Amendments to Bylaws
9.01 Substantive Amendments. Substantive amendments are those that affect the structure of the organization, powers, duties, requirements or methods of operation. Substantive Amendments require a two-third (2/3) majority resolution of the entire Board of Directors.
9.02 Technical Amendments. Technical amendments are those that affect only spelling, grammar, punctuation, parallel structure, consistent usage, or the numbering or titling of the various parts of the Bylaws or cross-references therein. The Chairman and President have the power to enter technical amendments at their discretion. Other directors and officers must submit technical amendments to the Board of Directors within ten (10) days of entering the amendment. Any director may invalidate a technical amendment by sending written notice to all other directors within ten (10) days of receiving notice of the technical amendment.
9.03 Proposing Amendments. Any officer or director may propose to the Board of Directors an amendment of the Bylaws. Such proposal must State the Specific new language proposed, indicate the old language to be modified or replaced, and provide a full explanation of the reasons for the proposed changes.
Certification
I hereby certify that these Bylaws were adopted by the Board of Directors of Mandell Winlow Security Foundation Nonprofit Corporation at its meeting held on May 11, 2016.
Michael Hawash Chairman of the Board of Directors
Mark Schultz Director
Al Amado Director
Jacob Mase Director
Ben Garry Director