COMMON GROUND FOR TEXANS
January 09, 2016
NAME AND LOCATION
|1.1||Name. The name of this nonprofit organization shall be Common Ground for Texans (hereinafter “Corporation”).|
|1.2||Office. The principal office of the Corporation shall be located in the City of Austin, County of Travis, in the State of Texas. The Corporation may have such other offices within the State of Texas as the Board of Directors may determine, or as the affairs of the Corporation may require from time to time.|
|1.3||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 Board of Directors may change the address of the registered office from time to time.|
|2.1||Corporate Status. Common Ground for Texans was initially incorporated on October 29, 2010 as Coffee Party Austin a Texas Non-Profit Corporation. The Texas Secretary of State officially accepted the name change on November 3, 2013.|
|2.2||Corporate Purpose. The Corporation, as a non-profit corporation under the Texas Non-Profit Corporation Act, is organized and will be operated exclusively for the promotion of social welfare – promoting the common good and general welfare of the people of Austin, its surrounding communities, and the State of Texas through lobbying, general advocacy, and education to forge a culture of civic engagement through civil discourse that is positive solution-oriented, not blame-oriented.|
BOARD OF DIRECTORS
|3.1||Authority. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation; shall have power to appoint and remove all officers in accordance with the provisions of Article V of these Bylaws, and to prescribe their duties, not inconsistent with the provisions of these Bylaws; shall have the power to remove a Director from the Board for cause in accordance with the provisions of Paragraph 3.6 of these Bylaws; and shall generally have full power to do, or require to be done, everything deemed necessary or expedient for the promotion and protection of the welfare of the Corporation.|
|3.2||Initial Directors. The initial Directors named in the Certificate of Incorporation shall serve until the first annual meeting of the Board, at which successor Directors shall be elected.|
|3.3||Number of Directors. The Board shall consist of at least three (3) and at most twelve (12)Directors.|
|3.4||Election, Terms and Vacancies. Directors’ terms begin and end on the dates of annual board meetings. A newly elected director shall serve for two consecutive terms; if re-elected, a director may serve for successive one-year terms. Directors shall be elected by an affirmative vote of a majority of the Board’s total membership. Each newly elected Director shall serve a ninety (90) day probation period and shall thereafter remain on the Board for a full term unless removed by a majority vote of the Board’s total membership prior to the ninetieth (90th) day.|
|3.5||Compensation. No member of the Board of Directors shall receive any salary or pecuniary compensation for services as a Director, but subject to the approval of the Executive Committee, may be reimbursed for out-of-pocket expenses necessarily incurred in the discharge of duties as such.|
|3.6||Removal. Unless this provision is waived by a majority of the Board of Directors, the unexcused absence of a Director from three (3) consecutive regular meetings or a total of four (4) regular meetings of the Board of Directors in a twelve (12) month period shall be cause for the automatic removal from the Board. A Director may also be removed for malfeasance in office by a two-thirds (2/3) vote of the other Directors. “Malfeasance in office” shall mean (a) an intentional refusal or failure to perform any duty required by the Oath of Office, which was signed by the Director, provided that the refusal or failure to perform would compromise the integrity of the Corporation or (b) an intentional performance of any such duty in an unlawful manner.|
|3.7||Leave of Absence. With an affirmative vote of a quorum of the Board of Directors, a Director may take a leave of absence for good cause not to exceed six (6) months. Written notice of intent to take a leave of absence must be provided to the Secretary fourteen (14) days before such leave is to commence. The amount of time taken for such leave by a Director shall be considered to be part of the Director’s term of elected office and may not be applied to extend the term of office.|
|3.8||Manner of Acting. The act of a majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by Bylaws, the Certificate of Incorporation, or applicable law.|
|3.9||Action by Directors Without a Meeting. Any action required by law to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting pursuant to a consent in writing setting forth the action so taken and signed by all the Directors.|
|3.10||Financial Liability. Directors shall not be personally liable for debts incurred by the Corporation.|
MEETING OF THE BOARD OF DIRECTORS
|4.1||Annual and Regular Meetings. The Annual Meeting of the Corporation’s Board of Directors shall be held during the last quarter of the fiscal year. Regular meetings of the Board of Directors shall be held at least every two months. These meetings shall be conducted either in person or by conference call. Notices of all regular meetings of the Board of Directors shall be sent to all members of the Board at least five (5) days before any such meeting. Notice may be provided in the form of a letter, postcard, electronic mail, through a newsletter of the Corporation, or through inclusion in a mailed agenda.|
|4.2||Special Meetings. The Secretary, when so directed in writing (via e-mail) by any three (3) Directors, shall call a Special Meeting of the Board at any time. These meetings shall be conducted either in person or by conference call. Notice of any such meeting and the purpose(s) for which it is called shall be sent to each member of the board in the same manner as provided for regular meetings, unless Board members requesting or consenting to such meeting shall declare that an emergency necessitates the giving of shorter notice. In such an emergency, notice of a Special Meeting may be given to members of the Board by telephone, provided that an e-mail notice follows, and given by telephone no less than forty- eight (48) hours before the time of such Special Meeting. Notices of Special Meetings must clearly state the purpose(s) of such meetings.|
|4.3||Agendas. A written agenda shall be provided for each meeting. Agenda items for regular meetings must be submitted to the President prior to the scheduled meeting, and completed agendas must be mailed or electronically mailed to each member of the Board prior to the scheduled meeting. At the President’s discretion, urgent items may be added to the agenda when presented to the President at least twenty-four (24) hours in advance of the scheduled meeting.|
|4.4||Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board.|
|4.5||Voting. Unless otherwise specified in these Bylaws, a majority of those present and voting shall prevail in any Board action.|
|4.6||Open Meetings. All meetings of the Board shall be open, except that the Board may meet in closed session to discuss personnel matters or to receive outside legal counsel.|
|4.7||Procedures Resolution. The Board shall designate procedures for the conduct of meetings of the Board of Directors. Any question concerning parliamentary procedure at Board meetings shall be determined by reference to Roberts Rules of Order, unless otherwise directed by these Bylaws.|
|5.1||Officers. The Officers of the Corporation shall consist of President, Vice-President, Secretary, and Treasurer, all of whom shall serve as members of the Board of Directors. No person shall hold more than one officer position at the same time. The Board of Directors may elect assistant officers and agents as it shall deem necessary, who shall hold their offices at the pleasure of the Board of Directors and shall have such authority and exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors by resolution not inconsistent with the bylaws.|
|5.2||Elections and Terms of Office. At each annual board meeting, the Board shall elect its officers. All Directors are eligible to serve as officers, but the offices of President, Vice-President, and Treasurer shall be held by persons who have been members of the Board of Directors for at least six (6) months at the time of the election. The six-month requirement may be waived by a 2/3 vote of the total membership of the Board.|
|5.3||Removal. The Board shall have the power to remove by two-thirds (2/3) vote an Officer for failure to perform prescribed duties, as determined in a regularly scheduled meeting of the Board. Written notification of removal from an office shall be sent within two weeks of the decision. Removal from an office does not constitute removal from the Board.|
|5.4||Vacancies. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors.|
|5.5||President. The President shall be the principal Executive Officer of the Corporation and shall in general supervise and control all the business and affairs of the Corporation, ensuring adequate communications with members, donors, and interested parties on the Corporation’s activities. The President shall 1) preside at all meetings of the Board of Directors; 2) develop an agenda for each meeting; 3) initiate and appoint special committees that may be required from time to time; 4) provide leadership required to assure adequate performance of duties assigned to the Board, Officers, and any committees.|
|5.6||Vice President. In the absence of the President, the Vice President shall assume the duties of the President. The Vice President shall report to, observe, and assist the President in the performance of his/her duties, particularly those dealing with coordination of activities of the Executive Committee.|
|5.7||Treasurer. The Treasurer shall perform the following duties: 1) be responsible for the accounting records of the Corporation; 2) present monthly financial statements to the Board; 3) present an annual financial statement to the Board; and 4) 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 Board of Directors.|
|5.8||Secretary. The Secretary shall perform the following duties: 1) ensure that the minutes of all meetings of members of the Board are kept; 2) post the minutes of such meetings on the Corporation web site; 3) issue required notices and agendas of all meetings of the Board; 4) be custodian of the Corporate records and the seal of the Corporation; and 5) in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors.|
|6.1||Executive Committee. The Executive Committee shall consist of all Officers of the Board and, if possible, one other Director elected by the Board of Directors. The immediate Past President shall serve, without vote, if not a member of the committee, as a consultant to the Executive Committee. The Executive Committee shall be responsible for dealing with matters of urgency that may arise between Board meetings. These emergency meetings shall take place via email, via conference call, or in person. If conducted by email, an email response is expected within two days. The committee shall meet at the discretion of the President.|
|6.2||Other Standing or Temporary Committees. The Board of Directors, by resolution adopted by a majority of the Directors, may designate and appoint one or more standing or temporary committees, each of which shall consist of at least one Director.|
|6.3||Committee policies. Each Committee chair or designated representative shall: 1) give a committee report at the Board’s regular meetings, and 2) submit policy changes to the Board for approval. No committee can take actions that are solely within the power of the Board.|
|6.4||Quorum; Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors designating a committee, two-thirds (2/3) of the whole committee shall constitute a quorum and the act of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.|
|6.5||Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.|
ISSUE SPECIFIC GROUPS
|7.1||Issue Specific Groups. Issue Specific Groups may seek approval by the Board if they meet the following requirements: (1) have a mission in alignment with the Common Ground for Texans philosophy which includes civil discourse and positive solutions; (2) are committed to working in accordance with Common Ground for Texans program standards; and (3) have the capacity to implement their goals.|
|7.2||Issue Specific Group policies. Each Issue Specific Group chair or designated representative shall: 1) give a committee report at the Board’s regular meetings, and 2) submit policy changes to the Board for approval. No committee can take actions that are solely within the power of the Board.|
|7.3||Quorum. Unless otherwise provided in the resolution of the Board of Directors designatingan Issue Specific Group, two-thirds (2/3) of the whole Issue Specific Group shall constitute a quorum and the act of a majority of the Issue Specific Group members present at a meeting at which a quorum is present shall be the act of the group.|
|7.4||Rules. Each Issue Specific Group may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.|
An Executive Director may be appointed, employed, and discharged by the Board. If appointed, the Executive Director shall manage the affairs of the organization according to the policies, principles, practices, and budget authorized by the Board; shall be responsible for management of personnel, finances, and programs; and shall be responsible for staff management including hiring, training, disciplinary action, and discharge.
ADVISORY BOARD or Friends of the Board
The Board of Directors may appoint an Advisory Board of two or more persons or designate a Friend of the Board to provide advice and assistance to the Board. Members of the Advisory Board or Friends of the Board may be invited to meetings of the Board, but shall not be entitled to vote or exercise other powers of a Director of the Corporation; provided, however, to the extent permitted by law, members of the Advisory Board and Friends of the Board shall be entitled to the same limitation on liability and rights to indemnification as Directors of the Corporation. The Board of Directors may determine by separate resolution the operational rules which shall govern the Advisory Board and Friends of the Board. The Board may remove advisory Board members or a Friend of the Board at any time, with or without cause.
|10.1||Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officer so authorized by these bylaws, to enter into any contract or execute and deliver an instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.|
|10.2||Checks and Drafts. All checks, drafts, or orders for the payment of money, notice, or other evidences of indebtedness issued in the name of the Corporation shall be signed by two (2) members of the Executive Committee if the check amount is $500 or more, or signed by one (1) member of the EC if the check amount is less than $500.|
|10.3||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.|
|10.4||Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or equipment for the general purposes or for any special purpose of the Corporation.|
CONFLICT OF INTEREST
Directors and officers shall disclose to the Board any financial interest which the Director or officer directly or indirectly has in any person or entity that is a party to a transaction under consideration by the Board. The interested Director or officer shall abstain from voting on the transaction.
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and of 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 those entitled to vote.
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Certificate 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 a notice.
Upon the dissolution of the Corporation no Board member shall have any rights nor shall receive any assets of the Corporation. The assets of the Corporation are permanently dedicated to a tax-exempt organization, and upon dissolution, the assets after payment of any and all debts will be distributed to an organization which itself is tax-exempt under the Internal Revenue Code, or corresponding section of any future federal tax code.
These Bylaws may be altered, amended or repealed; and new Bylaws may be adopted by a two-thirds (2/3) vote of the entire Board at any regular meeting or any special meeting if at least fourteen (14) days written notice is given of intention to alter, amend or repeal, or to adopt new Bylaws at such meeting.
The Corporation shall indemnify any Director or former Director of the Corporation, in accordance with Article 1396-2.22A, Revised Civil Statutes of Texas (or any revision, amendment or successor to such statute), against expenses actually and necessarily incurred in connection with the defense of any action, suit, or proceeding, whether civil or criminal, in which the person is made a party by reason of being or having been such Director or Officer, except in relation to matters as to which such person shall be adjudged in such action, suit, or proceeding to be liable for misconduct in performance of duty.
As President of Common Ground for Texans, a Texas Non-Profit corporation, I hereby certify that the foregoing constitutes a complete and accurate copy of its Bylaws adopted by its Board of Directors on this date of January 9, 2016 and is in effect immediately.