9320 Kirby Drive, Houston Texas, 77054713 393-4700info@gccsa.org

Gulf Coast Community Services Association, Inc.

Corporate Bylaws

9320 Kirby Drive | Houston, TX 77054

GCCSA Corporate Bylaws – downloadable text


ARTICLE I
CORPORATE IDENTITY

Section 1: Name.

The name of this corporation is the Gulf Coast Community Services Association, Inc. (GCCSA), which shall herein be referred to as the (“Corporation”).

Section 2: Preamble and Statutory Authority.

This Corporation was created as a result of the Economic Opportunity Act of 1964, as Amended by the Community Services Act of 1974 and the Community Services Block Grant (CSBG) of 1981. Being a designated Community Action Agency under the provisions of Section 210 of the Economic Opportunity Act of 1964, this Corporation was designated as an eligible entity in 1981 {Section 673(1) of the CSBG Act, (August 13, 1981)} and shall implement and carry out the provisions and the spirit of the CSBG Act, as amended.

This Corporation shall be a private, non-profit organization incorporated under the laws of the State of Texas and recognized by the Texas Department of Housing and Community Affairs as the proper body to carry out the purposes and functions set out in these bylaws.

Section 3: Corporate Office.

The principal office of this Corporation shall be at 9320 Kirby Drive, Houston, Texas 77054.

Section 4: Purpose.

The intent and purpose of the Corporation shall be to deliver high-quality, and cost effective services, opportunities and resources, leadership in identifying and eliminating the causes and effects of poverty, and the empowerment of low-income families and individuals to maintain personal independence and self-sufficiency.

Section 5: Fiscal Year.

The Corporation’s fiscal year shall begin on the first day of October and end on the last day of September of each year.

Section 6: Tax Exempt Status.

The Corporation is recognized as a tax exempt organization under Section 501 (c) (3) of the Internal Revenue Code. No part of the assets of the corporation and no part of any net earnings of the corporation shall be divided among or inure to the benefit of any director, officer, or employee of the corporation or any private person, 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 purposes described in section 501 (c) (3) of the Internal Revenue Code.

No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

ARTICLE II
BOARD OF DIRECTORS

Section 1: Authority and Responsibility of the Board.

The corporation’s board of directors shall have the same general corporate powers as any private, non-profit corporation. At a minimum, the board is vested with five (5) core responsibilities:

1. Defining mission and programs and monitoring activities to ensure that the corporation is furthering its mission;
2. Setting organization-wide policy;
3. Monitoring finances to ensure the corporation has adequate resources and is managing them appropriately and in compliance with legal and funder requirements;
4. Managing risk and safeguarding assets; and
5. Selecting, determining compensation, and evaluating performance of the Chief Executive Officer (CEO).

Section 2: Duties and Responsibilities.

Under state law, every member of the board owes a duty of care and a duty of loyalty, requiring board decisions to be based on a deliberative process, as well as acting in the best interests of the corporation. The board, in collaboration with the CEO, shall have the following responsibilities:

(1) consult with an attorney with respect to pending or contemplated litigation, settlement offers, and other matters requiring client confidentiality;
(2) determine major personnel, organizational, fiscal and program policies;
(3) determine the overall strategic plan and priorities for the Agency, including provisions for evaluating performance;
(4) approve all program proposals, budgets and major expenditures;
(5) enforce and ensure compliance with all funding sources and federal laws, including regulations and applicable state, tribal, and local laws;
(6) approve the purchase, exchange and/or lease of real property;
(7) raise unrestricted funds;
(8) adopt practices that assure active, independent and informed governance of all programs;
(9) approve personnel policies and procedures, including policies and procedures regarding the hiring, evaluation, compensation, and termination of the CEO, and key personnel;
(10) review and approve all applications for funding and amendments to applications for funding;
(11) review and approve major policies including but not limited to the annual Head Start/Early Head Start Self-assessment, the CSBG Community Action Plan, CSBG Community Assessment, GCCSA Strategic Plan, Financial Audit, personnel policies, finance procedures, and Collective Bargaining Agreement;
(12) select an independent auditor, and monitor the corporation’s actions to correct any audit findings and of other action necessary to comply with applicable laws governing financial statements and accounting practices;
(13) establish and periodically update written standards of conduct that address the following: conflicts of interests, code of conduct, complaints and investigations, when appropriate;
(14) establish advisory committees as necessary to oversee key responsibilities related to governance and improvement;
(15) participate in the development, planning, implementation and evaluation of GCCSA’s programs serving low-income communities;
(16) Assess and respond to causes and conditions of poverty in their community;
(17) Achieve anticipated family and community outcomes;
(18) Remain administratively and fiscally sound;
(19) Participate in retreats and workshops; and
(20) serve on at least one committee.

In addition, the Board, in collaboration with the Head Start/Early Head Start Policy Council, shall:

(1) approve procedures and criteria for recruitment, selection, and enrollment of children;
(2) develop procedures for how members of the Policy Council are selected;
(3) review, consider, and act upon decisions submitted by the Policy Council, and
(4) facilitate meaningful consultation and collaboration between the Board and the Policy Council about their respective responsibilities and decisions.

Section 3: Tri-partite Board Structure.

(1) One-third of the members of the board shall be elected public officials, holding office on the date of the selection, or their representatives. In the event that there are not enough elected public officials reasonably available and willing to serve, the Board may select appointive public officials to serve. Public officials selected to serve on the Board may each choose one permanent representative or designate an alternate to serve. Appointive public officials or their representatives or alternates may be counted in meeting the 1/3 requirement (Public Sector Directors);
(2) Not fewer than one-third of the directors shall be chosen in accordance with democratic selection procedures adequate to assure that these members are representative of low-income individuals and families in the neighborhood served (Low-Income Directors);
(3) The remainder shall be members of business, industry, labor, religious, law enforcement, education, or other major groups and interests in the community served (Private Sector Directors).

In accordance with the Head Start Act {42 U.S.C. § 9837(c) (1)}, the board shall include the following:

 – Not have less than one (1) member with a background and expertise in fiscal management or accounting;
 – Not have less than one (1) member with a background and expertise in early childhood education and development;
 – Not have less than one (1) member shall be a licensed attorney familiar with issues that come before the board;
 – If a person described above is not available to serve as a member of the board, the board shall use a consultant, or other individual with relevant expertise and with the required qualifications who shall work directly with the board.
 – Other directors shall reflect the community to be served and include parents of children who are currently, or were formally, enrolled in Head Start programs and be selected for the expertise in education, business administration, or community affairs.

Section 4: Membership.

The board shall consist of not less than nine (9) and no more than twelve (12) members. The number of shall be set from time to time by resolution of the board provided no decrease shall have the effect of shortening the term of any incumbent director.

No member of the Board shall be an employee of GCCSA or the spouse, child, parent, sibling, relative by blood or marriage of comparable degree or individual living in the same household in a committed, romantic relationship.

Directors must not have been employed by GCCSA 24 months prior to being seated. Former employees, whose service up to the final day of employment was based on good standing, are eligible for membership. In addition, no Director may be employed by GCCSA during his/her service on the Board or for 12 months thereafter.

All members must reside in Harris County. A waiver of the residency requirement for Public and Private Sector Representatives, who do not live within Harris County, can be submitted to the Director of Community Affairs Division for review and approval. Low-Income Sector Representatives must reside in the area being represented.

All Directors serve at the pleasure of the Board.

Section 5: Selection of Directors.

Selection Generally. Prospective directors shall complete and submit to the board an application in the form approved by the Board from time to time. After each prospective director has submitted the application, has been selected to serve on the board through the appropriate selection process described below for the sector in which s/he proposes to serve, and has been determined by the board (or a committee thereof) to meet the qualifications set by the board from time to time for service as a director, the board of directors shall vote whether to elect him or her to the board.

Public Sector Directors. The Board shall select elected public officials to serve as Public Sector Directors. If the number of elected officials willing to serve on the board is less than one-third of the board, the corporation may select appointed public officials to serve. If a public official selected by the board of directors cannot serve him- or herself, s/he may designate a representative, subject to approval of the corporation’s board, to serve as a Public Sector Director; the representative may, but need not be, a public official. Should a public official fail, within the period specified by the corporation’s board, to accept the seat him- or herself or to designate a representative to serve, the corporation’s board shall select another public official to fill the seat or to appoint a representative, subject to approval of the corporation’s board, to fill the seat.

Low-Income Sector Directors. The Board shall adopt and implement written democratic selection procedures for Low-Income Sector Directors, which it may revise from time to time. Such procedures may include, either alone or in combination: (1) election by ballots cast by the corporation’s clients and/or by other low-income people in the corporation’s service area; (2) selection at a community meeting in a low-income neighborhood in the corporation’s service area and/or on a topic of interest to low-income people and publicized to low-income people in the corporation’s service area; and/or (3) designation by organizations in the corporation’s service area composed of a majority of low-income people (Low-Income Organizations).

Private Sector Directors. The board shall select organizations or individuals who are officials or members of business, industry, labor, religious, law enforcement, education, or other major groups and interests in the community served to serve as Private Sector Directors.

Cessation of membership in the designated organization during the term of office will be cause for removal and/or replacement of the individual director. A letter will be mailed to the sponsoring organization requesting that the unexpired term be filled.

Petitions for Board Representation. A low-income individual, community or community organization, or religious organization, or representative of low-income individuals that considers its organization, or low-income individuals, to be inadequately represented on the board may submit a petition for representation to the board. The petition must be signed by at least 20 individuals, unless the chair determines that it is appropriate to waive this requirement in a particular case. A written statement of the board’s action on the petition shall be provided to the petitioning individual or group (and, if required by law, regulation or government funding source policy, a copy of the statement shall be sent to the appropriate government funding source(s). Should it decide to provide representation to the petitioning organization or interest, the board shall take any actions necessary to provide that representation while ensuring that the board’s composition meets the requirements of the federal CSBG Act, the federal Head Start Act and any other applicable laws or regulations.

Section 6: Term of Membership.

The term of membership shall consist of 60 consecutive months (beginning with the month the member is seated on the Board) or until he or she sooner dies, resigns, is removed, or becomes disqualified. Directors may serve consecutive terms.

Section 7: Compensation.

All Directors serve in a volunteer capacity, and there shall be no compensation to any member for service on the board, including but not limited to use of funds distributed by the corporation (e.g. local, state and federal funds, employee funds, grant funds). Authorized in advance by the Chair, directors may be reimbursed for justifiable expenses related to Board business, subject to the requisite document submittals to the Chair and the CEO. Authorized expenses for conferences and/or out of town travel shall be governed by the corporation’s fiscal policies and procedures.

Section 8: Conflicts of Interest.

Members of the Board of Directors shall have the affirmative duty and obligation to:

1. Disclose any conflict or potential conflict of interest involving any issue presented at the Board meeting for a vote;
2. Abstain, where appropriate, from discussion or voting on issues where a potential conflict exists; and
3. Disclose any conflict or potential conflict of interest that could arise from any situation that GCCSA has business or financial dealings with a member of the Board individually, or with a Corporation, partnership, or other business enterprise, of which a Director or a member of the Director’s immediate family is an officer, Director, partner, or substantial stock holder, as determined by the Corporation;

Each Director shall review the Conflict of Interest Policy, and sign it at the Annual Meeting. Violation(s) of the aforementioned rules may be grounds for sanctions, including removal.

Section 9: Attendance.

The Board strongly encourages attendance at all Board and Committee meetings in order to effectuate the business of the agency. If two (2) consecutive Board meetings or three (3) consecutive committee meetings go unattended, the director shall be removed.

Section 10: Code of Ethics.

The GCCSA Code of Ethics shall be given to each Director upon his/her seating and shall serve as an integral part of the standards of professionalism governing this corporation. Upon receipt of the Code of Ethics and at each Annual Meeting thereafter, Directors shall sign an acknowledgement stating they will adhere to the standards of the Code of Ethics.

Section 11: Confidentiality.

Directors shall be responsible for maintaining confidentiality as may be required from time to time in conducting corporate matters and/or handing agency issues. Confidentiality shall be maintained throughout Board service; violation of this policy will invoke sanctions, including removal, from the Board.

Section 12: Removal of Directors.

A director may be removed for cause by majority vote of directors after reasonable notice and an opportunity to be heard before the board.

Grounds for Removal. The board may remove a director for cause for: conduct the board deems contrary to the best interest of the corporation; violations of the corporation’s articles, bylaws, conflict of interest policy, board resolutions or other policies; absence from two (2) consecutive board meetings; absence from three (3) consecutive board meetings; repeated disruptions of bard and/or committee meetings; incapacitated or otherwise unable to carry out the duties of his/her office; repeated disruptions of board and/or committee meetings; or false statements on documents completed in connection with service as a director or officer of the corporation; falsification of documentation; and/or abuse of position by using agency staff, services, equipment, materials, or property for personal gain.

Section 13: Resignation of Directors.

A director may resign by delivering his or her written resignation to the Chair or CEO. The resignation shall be effective immediately following receipt of the resignation. A director who has ceased to meet the qualifications for service as a director, as specified in these bylaws and by the board from time to time, and/or for the board seat to which s/he was elected, is deemed to have resigned as of the date s/he ceased to meet those qualifications.

Section 14: Vacancy.

There is a vacancy on the board when a Director has been removed for cause, when a Director notifies the board of his/her resignation, when a Director dies, when a Director’s term expires, or when a public official leaves office.

In the event a public official is no longer in office, the Board shall have the option of either asking the public official to designate a replacement, or replacing the public official. In the event of a private sector representative vacancy, the Board will follow the steps outlined in Section 5 under this Article. In the event of a Low-Income sector representative vacancy, the Board shall follow the process outlined in the election and selection procedures manual approved by the Board.

The Board shall fill all vacancies as soon as it is reasonably possible and in accordance with the terms of these Bylaws. In no event shall the Board allow 25% or more of either the public, private or poverty sector positions to remain vacant for more than 90 days.

ARTICLE III
MEETINGS

Section 1: Open Meetings.

All meetings of the Board will be open to the public and persons who are not directors may attend and be offered a reasonable opportunity to be heard in accordance with the Texas Open Meetings Act, V.T.C.A. Government Code, Chapter 551.

Section 2: Regular Meetings.

The Board shall meet on a bi-monthly basis. Regular meetings of the Board shall be determined at the Annual Meeting. The date of the regular meeting of the Board may be changed by the Chair in the event of an unforeseen circumstance or emergency, by written notice at least three (3) days in advance of the meeting, whenever possible. If a Director misses two (2) consecutive Board meetings, the Director shall be removed.

Section 3: Special Meetings.

Special meetings of the Board may be called by the Chair. The Board must be notified five (5) calendar days in advance and notice of the “special” meeting must be posted 72 hours prior to the meeting.

Section 4: Annual Meeting.

The annual meeting of the board shall be held during the month of ________ or the last meeting held each year, subject to postponement by the board. The purposes of the annual meeting are to elect officers, to transact such other business as may become before the meeting and sign the Code of Ethics acknowledgement. If the annual meeting is postponed, a special meeting may be held in its place and any business transacted shall have the same force and effect as if transacted at the annual meeting.

Section 5: Executive Session.

In the event that the Board intends to go into executive (closed) session, the meeting must first begin in open session and the time and purpose for going into closed session must be announced. No Board action may be taken in executive session. Once the executive session deliberations are completed, the Board shall return to open session, announce the time of resuming open session, and take any Board action required as a consequence of executive session deliberations.

The following matters are appropriate for discussion in executive session: personnel issues, reports from personnel, discussion of real estate transactions, and receiving legal advice on pending matters. It is not necessary for the Board to report out the result or the action needed for personnel matters.

Section 6: Notice.

Notice of any meeting of the Board shall be given to all Directors at least five (5) calendar days in advance of the Board meeting. Notices to the general public shall be posted in readily accessible areas at least 72 hours before the scheduled time of the meeting. Notices of Board of Directors meetings shall consist of the date, time, place, and proposed agenda and shall be delivered by either Courier, by the U.S. Postal Service, or by electronic mail.

Section 7: Waiver of Notice.

Whenever any notice is required to be given under the provisions of the law, the Articles of Incorporation, or by the Bylaws, a waiver thereof in writing signed by those persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 8: Agenda.

Items for consideration, discussion or to be voted upon can be placed on the Agenda of the regular monthly meeting only through the approval of the Board Chair or Chief Executive Officer.

Section 9: Quorum of Board.

A quorum shall consist of at least fifty percent (50%) of the non-vacant board positions. A motion may be adopted only if it receives the votes of at least a majority of the members present at a properly called meeting where there is a quorum present.

Section 10: Teleconference.

Members of the board or any committee designated thereby may participate in a meeting of the board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at the meeting; provided, however, that members of the public attending the meeting must also be able to hear all persons participating in the meeting.

Section 11: Proxy.

Voting by proxy is not permitted at meetings of the Board or its Committees. This prohibition applies equally to all members of the Board.

Section 12: Minutes.

The Board shall keep the written minutes of each open meeting. The minutes shall include a record of the members present by category, items presented to the Board for action, the votes of all motions and a list of speakers before the Board and their topics. The minutes shall be distributed by the Board Secretary to all Directors as soon as possible after each meeting. The minutes shall also be available to the public upon request in accordance with the Texas Public Information Act.

ARTICLE IV
OFFICERS

Section 1: Officers.

The officers of the corporation shall consist of the Chair, Vice-Chair, Secretary and Treasurer and
such other officers, if any, as the Board of Directors may determine from time to time. All
officers must be directors. No director shall hold more than one office at the same time.

Section 2: Duties of Officers.

1. Chair. The Chair shall:

a) serve as the chief volunteer officer of the corporation, subject to the direction and control
of the board;
b) in general supervise all of the business and affairs of the Corporation;
c) preside at all meetings of the board of directors;
d) sign, with proper authority, any grants, contracts, bonds or other instruments which the board
has authorized to be executed;
e) serve as an ex-officio member on all committees;
f) provide leadership that will assure that the plans and policies adopted by the Board are
carried out;
g) chair the Executive Committee;
h) verify and sign the CEO’s time sheet;
i) serve as the official liaison between the CEO and the board of directors;
j) communicate with the CEO on a regular basis regarding agency matters, performance, direction,
et cetera;
k) appoint committee chairpersons;
l) serve as one of the check signatories;
m) prepare and approve the agenda for board meetings in collaboration with the CEO;
n) initiate the performance evaluation of the CEO; and
o) perform all duties incident to the office of Chair and such other duties as may be prescribed
by the Board from time to time.

2. Vice Chair. The Vice Chair shall:

a) perform duties of the chairperson in his/her absence, inability or refusal to act, and when so
acting shall have all the powers and be subject to any restriction placed upon the Chair; and
b) perform such other duties and have such other powers as the board of directors may determine from time to time.

3. Secretary. The Secretary shall:

a) record (or see to the recording of) and maintain records of all board proceedings;
b) monitor administrative practices to ensure that notices are duly given in accordance with provisions of the Bylaws and as may be required by law (e.g.; Office of the Attorney General, State of Texas; Open Meetings Act; Public Information Act);
c) ensure the safekeeping of the corporate records and of the seal of the Corporation;
d) maintain a register of the mailing addresses and contact information of each director; and
e) perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chair or by the Board of Directors.

4. Treasurer. The Treasurer shall:

a) oversee the corporation’s fiscal affairs and financial management practices, subject to the direction and control of the board;
b) ensure that the directors understand the financial situation of the corporation (including ensuring that financial statements for each month are available for each meeting of the board and are kept on file at the corporation’s principal office;
c) work with the CEO and Chief Financial Officer (CFO) for the preparation of the financial reports and agency financial audits required by the Board of Directors, the State of Texas, the Federal Government and other applicable governmental agencies;
d) serve as Chair of the Finance and Audit Committee of the Board of Directors; and
e) perform such other duties and have such other powers as the board of directors may determine from time to time.

5. Other Officers. The duties and powers of other officers shall be established from time to time by resolution of the board of directors.

Section 3: Election of Officers.

The Officers shall be elected by the Board from its members at its annual meeting. In the event that any or all of the Officers are not elected at the annual meeting, they may be elected at a subsequent board meeting.
The Board may appoint such other officers and Assistant Officers and Agents as it shall deem necessary, such persons shall have authority and exercise such powers, and perform such duties as shall be determined from time to time, by resolution not inconsistent with these Bylaws.

Section 4: Term of Office.

Each elected Officer shall hold office for a two (2) year term and shall serve until the Officer succeeding him/her is elected or appointed, unless prior thereto, he/she shall have died, resigned, or been removed from office. Officers may be re-elected at the end of their respective term and serve consecutive terms. Each officer shall hold office until the next annual meeting unless a shorter period shall have been specified by the terms of his or her election or appointment, or until s/he sooner dies, resigns, is removed or becomes disqualified.

Section 5: Removal of Officers.

An officer of the Board of Directors may be removed for cause for one or more of the following reasons: the officer is incapacitated or otherwise unable to carry out the duties of his/her office; conduct the board deems contrary to the best interests of the corporation; violations of the corporation’s articles of incorporation, bylaws, conflict of interest policy, board resolutions or other policies; absence from two (2) or more consecutive board meetings; repeated disruptions of board and/or committee meetings; or false statements on documents completed in connection with service as a director or officer of the corporation.

Any officer may be removed by any affirmative vote of the majority of the Board. The Board shall provide all directors, including the officer proposed to be removed, with prior notice of the meeting at which the removal is to be considered. The notice must specify that a purpose of the meeting is to consider removal of the officer. The officer proposed to be removed shall be entitled to an opportunity to be heard at that meeting.

Section 6: Resignation of Officers.

Any officer may resign by delivering his or her resignation to the Chairman, to a meeting of the Board of Directors or to the corporation at its principal office. Such resignation shall be effective at the next regularly scheduled board meeting following receipt of the resignation.

Section 7: Vacancies.

The Board shall fill promptly vacancies in the Officer positions and may fill vacancies in other officer positions, either at a regular meeting or at a special meeting called for that purpose. Vacancies shall be filled by a majority vote of the GCCSA Board of Directors present at such meeting. Each successor shall hold office for the unexpired term of his/her predecessor or until the successor sooner dies, resigns, is removed or becomes disqualified.

 

ARTICLE V
COMMITTEES

Section 1: Committees.

The board of directors will fully participate in committee meetings, deliberations, and decisions in order to perform the preliminary work of the corporation’s business. Each committee shall meet at least once a month in order to assist the leadership team in effectively carrying out the corporation’s programs and services, as well as to present recommendations for the consideration of the full Board. If a Director misses three (3) consecutive committee meetings, the Director shall be removed.

The Chair of the respective committees will provide a report on the fulfillment of their assigned responsibilities at the regular meeting of the Board and present items for the Board’s consideration or discussion.

Section 2: Standing Committees.

The corporation shall consist of the following Standing Committees: Executive Committee, Finance and Audit, and Governance and Operations.

Section 3: Duties and Responsibilities.

1. Executive Committee. The Executive Committee shall be established for the purposes of assuring coordination of activities among the committees of the Board and to act in emergencies between Board meetings. This committee shall consist of the Board Chair, who will serve as Chair of the Committee, and all Officers of the Board, as well as the CEO (who shall be an ex-officio, non-voting member). The Executive Committee shall be authorized to: (1) act on behalf of the full board during emergency and/or time-sensitive situations; (2) report to the full Board any action it takes in the interim between meetings; (3) handle personnel-related matters, including serving as an appeal panel for grievances, receive information from the corporation’s attorney regarding legal matters, and periodically review the corporation’s compensation schedule; (4) and shall have such other powers and perform such other duties as the board may specify from time to time.

2. Finance and Audit Committee. The finance and audit committee shall: (1) participate in budget planning, recommend fiscal policies, and review the IRS Form 990; (2) use a financial lens to forecast strategy and potential challenges; (3) oversee the administration, collection, and disbursement of the financial resources; (4) analyze trends in income sources and advise the board with respect to significant financial decisions; (5) monitor actions to correct any audit findings; (6) monitor the integrity of the financial statements and assist the board of directors in fulfilling its oversight responsibilities by monitoring: (a) the overall systems of internal control and risk mitigation; (b) compliance by the corporation with legal and regulatory requirements and ethical standards; and (c) the independence and performance of the corporation’s independent auditors; and (7) have such powers and perform such other duties as the Board may specify from time to time.

3. Governance and Operations Committee. Subject to the direction and control of the Board, the Governance and Operations Committee shall: (1) oversee implementation of the corporation’s programs, community needs assessment and strategic planning processes approved by the Board; (2) track the progress, review monitoring reports and oversee the regular evaluation of the corporation’s programs in meeting identified goals and objectives; (3) review and recommend services for new and continuing programs; (4) review, periodically, all policies, procedures and practices and report findings to the full Board of Directors; (5) ensure effective organizational planning; (6) regularly report to the full board on these matters; and (7) shall have such other powers and perform such other duties as the Board may specify from time to time.

Section 4: Special Committees.

The Board may, by resolution, create and appoint Special Committees, each of which shall fairly reflect the composition of the Board. Special Committees shall have such respective functions as the Board may in such resolutions define.

Section 5: Quorum and Act.

At any committee meeting, not less than fifty percent (50%) of the non-vacant seats on the committee shall constitute a quorum for the transaction of business. Action by a majority of the Committee members in attendance at a Committee meeting at which there is a quorum shall be recognized as the action of the Committee.

 

ARTICLE VI
EXECUTION OF INSTRUMENTS

Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks and other obligations made, accepted and endorsed by the corporation shall be signed by the Board Chair or the Chief Executive Officer. Checks drawn on any account of the corporation shall be signed by the Chief Executive Officer and/or approved signators. Unless authorized by the Board of Directors, no officer, employee or agent shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or for any amount.

 

ARTICLE VII
BONDING

The Board of Directors shall require all officers of the corporation charged with handling of funds, and may require any other officer, director, employee or agent, to be bonded for performance of their duties in such amount and by such bonding company registered in the State of Texas as shall be satisfactory to the board.

 

ARTICLE VIII
INDEMNIFICATION

Section 1: Indemnification of Directors, Officers and Employees.

The Corporation shall indemnify and hold harmless the Directors, Officers and Employees of the Corporation from any damages arising from actions in their official capacity to the fullest extent allowed by the non-profit laws of the State of Texas. Any Director, Officer or employee seeking indemnification under this section shall notify the Board of Directors in writing promptly after any such coverable incident or situation given to rise to the need for indemnification. In no event shall the Corporation be liable for any attorney’s or collateral fees incurred by a Director, Officer or employee without the Corporation’s prior written approval.

Any amount payable pursuant to this Article may be determined by vote at a Director’s meeting. The right of indemnification provided shall not be deemed exclusive of any other right(s) to which said Director, Officer or Employee may be entitled, aside from this Article.

Directors shall not be personally liable for the debts, liabilities or other obligations of GCCSA.

Section 2: Liability Insurance Policy.

The corporation shall purchase and maintain a policy of directors and officers’ liability insurance with dollar limits, coverage, exclusions and other terms and conditions deemed to be in the best interest of the Corporation.

 

ARTICLE IX
GOVERNING RULES OF CONDUCT

Unless in conflict with these Bylaws, the latest edition of Robert’s Rules of Order shall govern the conduct of all meetings of the corporation.

 

ARTICLE X
DISSOLUTION OF THE CORPORATION

In the event of the dissolution of the Corporation, all applicable State and Federal laws and regulations will be compiled with, including, but not limited to the transfer of Federal and Non-Federal funds, program property, together with required inventories and all other records.

 

ARTICLE XI
AMENDMENTS

These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted by the affirmative vote of a majority of the entire Board at any regular or special meeting. However, at least ten (10) days prior to said meeting, each Director shall be provided with written notice of the meeting and said notice shall contain the specific and entire language of the proposed alteration, amendment, repeal, or Bylaws.

 

The foregoing by-laws were adopted on January 31, 2012.

 

GCCSA Corporate Bylaws – downloadable text

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