BYLAWSBYLAWSOFFriends of the HAWKS, Inc.
These Bylaws govern the affairs of Friends of the HAWKS, Inc., a nonprofit corporation.
ARTICLE 1-- OFFICES
Principal Office
1.01. The Corporation's principal office in Texas will be located at 606 Gearner Drive,
P.O. Box 1032, Winnsboro, Texas 75494. The Corporation may have such other offices,
in Texas or elsewhere, as the Board of Directors may determine. The Board may
change the location of any office of the
Corporation.
Registered Office and Registered Agent
1.02. The Corporation will maintain a registered office and registered agent in Texas.
The registered office may, but need not, be identical with the Corporation's principal
office in Texas. The Board may change the registered office and the registered agent as
permitted in the Texas Non-Profit Corporation Act.
ARTICLE 2-- MEMBERS
Class of Members
2.01. The Corporation will have one class of members.
Bylaws
Admitting Members and Renewing Membership
2.02. Natural persons may be admitted to membership in the Corporation by the Board
or a committee designated by the Board to handle such matters. The Board or a Boarddesignated
committee may adopt and amend application procedures and qualifications
for membership in the Corporation. An affirmative vote of the majority of the Directors or
a Board-designated committee present and voting is required for admitting any
applicant who meets the membership qualifications then in effect. A member may renew
membership by paying all required fees and dues.
Membership Fees and Dues
2.03. The Board may set and change the amount of an initiation fee, if any, and the
annual dues payable to the Corporation by members. Dues are payable as and when
the Board may determine.
Page 2 of 22
FOTH Bylaws Rev1
Certificates of Membership
2.04. The Board may provide for issuing certificates evidencing membership in the
Corporation. When a person has been admitted as a member of the HAWKS Gun Club
of East Texas, Inc. and has paid any required fees and dues, the Corporation will
include the member on its membership roster and may issue a membership certificate
to the person. If a certificate is lost, mutilated, or destroyed, a new one may be issued.
Voting Rights
2.05. Each Friends of the Hawks (FOTH) member, which consist of officers and
chairman, are entitled to one vote on each matter submitted to a vote of the members.
Committee members are encouraged provide input but are not allowed to vote or set
FOTH Policy.
Resolving Disputes
2.06. In any dispute between members relating to the Corporation's activities, all parties
involved will cooperate in good faith to resolve the dispute. If the members cannot
resolve a dispute among themselves, they will submit the dispute to the Board to be
resolved by a two-thirds vote of the full Board. This paragraph will apply to a dispute
involving the Corporation as a party relating to sanctioning, suspending, or expelling a
member from the Corporation.
Sanctioning, Suspending, or Terminating Members
2.07. The Board may impose reasonable sanctions on a member, or suspend or expel a
member from the Corporation, for good cause after a hearing. Good cause includes
defaulting on an obligation to the Corporation to pay fees or dues for a period of 30 days
following delivery of notice of default, or a material and serious violation of the
Corporation's articles of incorporation, bylaws, or rules, or of law. The Board may not
take any action against a member without giving the member adequate notice and an
opportunity to be heard. To be deemed adequate, notice must be in writing and
delivered at least 14 days before the hearing. But shorter notice may be deemed
adequate if the Board determines that the need for a timely hearing outweighs the
prejudice caused to the member and if the notice states the need for a timely hearing. If
mailed, the notice will be sent by certified mail, return receipt requested. The Board may
impose sanctions, suspend a member, or expel a member by vote of a two-thirds
majority of directors who are present and voting.
Page 3 of 22
FOTH Bylaws Rev1
Resignation
2.08. Any member may resign from the Corporation by submitting a written resignation
to the secretary. The resignation need not be accepted by the Corporation to be
effective. A member's resignation will not relieve them of any obligations to pay any
dues, assessments, or other charges that had accrued and were unpaid before the
effective date of the resignation.
Reinstatement
2.09. A former member may submit a written request for reinstatement of membership.
The Board may reinstate membership on any reasonable terms that the Board deems
appropriate.
Transferring Membership
2.10. Membership in the Corporation is not transferable or assignable. Membership
terminates when the Corporation dissolves or a member dies. Membership is not a
property right that may be transferred after a member dies.
Waiving Interest in Corporate Property
2.11. The Corporation owns all real and personal property, including all improvements
located on the property, acquired by the Corporation. A member has no interest in
specific property of the Corporation. Each member waives the right to require partition
of all or part of the Corporation's property.
ARTICLE 3-- MEETINGS OF MEMBERS
Annual Meeting
3.01. Beginning in 2018, the Board will hold an annual members' meeting at a time, date
and place designated by the Board each year. At the annual meeting, the members will
elect directors and transact any other business that may come before the meeting. If, in
any year, the election of directors is not held on the day designated for the annual
meeting, or at any adjournment of the annual meeting, the Board will call a special
meeting of the members, as soon as possible, to elect directors.
Special Meetings
3.02. Special meetings of the FOTHs may be called by the president, the Board, or not
less than one-third of the voting members.
Page 4 of 22
FOTH Bylaws Rev1
Place of Meeting
3.03. The Board may designate any place, inside or outside Texas, as the place of
meeting for any annual meeting or for any special meeting called by the Board. If the
Board does not designate the place of meeting, the meeting are held at the
Corporation's registered office in Texas. These meetings are normally conducted in the
Winnsboro, Texas immediate surrounding communities of Wood, Franklin, Camp,
Hopkins and Upshur counties.
Notice of Meetings
3 .04. Written, printed or e-mail message notice of any members' meeting, including the
annual meeting, will be delivered to each member entitled to vote at the meeting not
less than 2, nor more than 60, days before the date of the meeting. The record date for
determining the members entitled to notice of any meeting of members will be
established by the Board from the list of members in good standing as of the first of the
month of the month in which the record date is set. After fixing the record date, the
Board will cause to be prepared an alphabetical list of all members entitled to notice of
any meeting of members. Notice will be given by or at the direction of the president or
secretary, or the officers or persons calling the meeting. If all the members meet and
consent to holding a meeting, any corporate action may be taken at the meeting
regardless of lack of proper notice. After a record date is fixed, an alphabetical list of
members entitled to receive notice, including their addresses, will be prepared. The list
will contain a listing of members entitled to vote at the meeting but not entitled to receive
notice and will be available for inspection at the principal office of the corporation from
two business days after notice is given until, the meeting is held. Any FOTH member
entitled to vote at the meeting is entitled to access to the list for the purpose of
communicating with other members. The FOTH member or the member's agent or
attorney may make the inspection on written demand and copy the list at a reasonable
time and at the member's expense.
Eligibility to Vote at Members' Meetings
3.05. A FOTH member which consist of officers and chairman in good standing is
entitled to vote at a meeting of the members of the corporation. A member in good
standing is one who has paid all required fees and dues to the HAWKS Gun Club of
East Texas, Inc. and is not suspended as of the date of the notice of the meeting.
Quorum
3.06. FOTH Members holding one-tenth of the votes that may be cast at a meeting who
attend the meeting in person will constitute a quorum at a meeting of members. The
members present at a duly called or held meeting at which a quorum is present may
continue to transact business, even if enough
Page 5 of 22
FOTH Bylaws Rev1
members leave so that less than a quorum remains. However, no action may be
approved without the vote of at least a majority of the number of members required for a
quorum. If a quorum is not present at any time during a meeting, a majority of the
members who are present may adjourn and reconvene the meeting once without further
notice.
Actions of Members
3.07. The FOTH members will try to act by consensus. However, if a consensus is not
available on a matter or proposal, the vote of a majority of voting members in good
standing, present and entitled to vote at a meeting at which a quorum is present, is
enough to constitute the act of the members unless law or the bylaws require a greater
number. Voting will be by ballot or voice, except that any election of directors will be by
ballot if demanded by any voting member at the meeting before the voting begins.
Proxies
3.08. A FOTH member shall not be entitled to vote by proxy or by mail. To vote, a
member must be personally present at the members meeting when a vote is taken.
ARTICLE 4--BOARD OF DIRECTORS
Management of Corporation
4.01. The Board will manage corporate affairs. Bylaws
Number, Qualifications, and Tenure of Directors
4.02. The number of Directors (Officers and Chairman) will be not less than three nor
more than seven. Directors must be Texas residents. Directors will be members of the
Friends of the Hawks. Each director will serve for a term of three years. The directors'
terms will be staggered so that the terms of half of the directors will begin in evennumbered
years; the terms of the other half, in odd-numbered years. The first Board of
Directors elected by members to replace the initial board will draw numbers to
determine even number and odd number terms. After the tenure of the Board Members,
they will serve as a director to ensure turnover and continuity of the organization.
Nominating Directors
4.03. At any meeting at which the election of a director is held, a voting member in good
standing may nominate a person with the second of any other voting member in good
standing. In addition to nominations made at meetings, the Board may appoint three
members of the Board to serve as a nominating committee to make nominations for
each election of directors.
Electing Directors
Page 6 of 22
FOTH Bylaws Rev1
4.04. A person who meets the qualifications for director and who has been duly
nominated may be elected as a director. Directors will be elected by the vote of the
members. Each director will hold office for a minimum of two years or until a successor
is elected and qualifies. A director may be elected to succeed himself or herself as
director. Directors will be elected every two years during the annual FOTH membership
meeting.
Vacancies
4.05. The Board will fill any vacancy in the Board and any director position to be filled
due to an increase in the number of directors. A vacancy is filled by the affirmative vote
of a majority of the remaining directors, even if it is less than a quorum of the Board, or
if it is a sole remaining director. A director selected to fill a vacancy will serve for the
unexpired term of his or her predecessor in office. A special elections may be conducted
in the event of a FOTH director death or resignation.
Annual Meeting
4.06. The annual meeting of the Board may be held without notice other than these
Bylaws. The annual Board meeting will be held at the time, date and place designated
by the Board.
Regular Meetings
4.07. The Board may provide for regular meetings by resolution stating the time and
place of such meetings. The meetings may be held inside or outside Texas, and will be
held at the Corporation's registered office in Texas if the resolution does not specify the
location of the meetings. No notice of regular Board meetings is required other than a
Board resolution stating the time and place of the meetings.
Special Meetings
4.08. Special Board meetings may be called by, or at the request of, the president or
any two directors. A person or persons authorized to call special meetings of the Board
may fix any place within Winnsboro, Texas as the place for holding a special meeting.
The person or persons calling a special meeting will inform the secretary of the
corporation of the information to be included in the notice of the meeting. The secretary
of the Corporation will give notice to the directors, as these Bylaws require.
Page 7 of 22
FOTH Bylaws Rev1
Notice
4.09. Written or printed notice of any special meeting of the Board will be delivered to
each director not less than two, nor more than ten days before the date of the meeting.
The notice will state the place, day, and time of the meeting; who called it: and the
purpose or purposes for which it is called.
Quorum
4.10. A majority of the number of directors then in office constitute(s) a quorum for
transacting business at any Board meeting. The directors present at a duly called or
held meeting at which a quorum is present may continue to transact business even if
enough directors leave the meeting so that less than a quorum remains. However, no
action may be approved without the vote of at least a majority of the number of directors
required for a quorum. If a quorum is never present at any time during a meeting, a
majority of the directors present may adjourn and reconvene the meeting once without
further notice.
Duties of Directors
4.11. Directors will discharge their duties, including any duties as committee members,
in good faith, with ordinary care, and in a manner, they reasonably believe to be in the
Corporation's best interest. In this context, the term '' ordinary care" means the care that
ordinarily prudent persons in similar positions would exercise under similar
circumstances. In discharging any duty imposed or power conferred on directors,
directors may, in good faith, rely on information, opinions, reports, or statements,
including financial statements and other financial data, concerning the Corporation or
another person that has been prepared or presented by a variety of persons, including
officers and employees of the Corporation, professional advisors or experts such as
accountants or legal counsel. A director is not relying in good faith if he or she has
knowledge concerning a matter in question that renders reliance unwarranted. Directors
are not deemed to have the duties of trustees of a trust with respect to the Corporation
or with respect to any property held or administered by the Corporation, including
property that may be subject to restrictions imposed by the donor or transferor of the
property.
Duty To Avoid Improper Distributions
4.12. Directors who vote for or assent to improper distributions are jointly and severally
liable to the Corporation for the value of improperly distributed assets, to the extent that,
as a result of the improper distribution or distributions, the corporation lacks sufficient
assets to pay its debts, obligations, and liabilities. Any distribution made when the
Corporation is insolvent, other than in payment of corporate debts, or any distribution
that would render the Corporation insolvent, is an improper distribution. A distribution
made during liquidation without payment and discharge of or provision for payment and
discharge of all known debts, obligations, and liabilities is also improper. Directors
Page 8 of 22
FOTH Bylaws Rev1
present at a Board meeting at which the improper action is taken are presumed to have
assented, unless they dissent in writing. The written dissent must be filed with the
secretary of the Corporation before adjournment of the meeting in question or mailed to
the secretary by certified mail immediately after adjournment. A director is not liable if, in
voting for or assenting to a distribution, the director ( 1) relies in good faith and with
ordinary care on information, opinions, reports, or statements, including financial
statements and other financial data, prepared or presented by one or more officers or
employees of the Corporation; legal counsel, public accountants, or other persons as to
matters the director reasonably believes are within the person's professional or expert
competence; or a committee of the Board of which the director is not a member; (2)
while acting in good faith and with ordinary care, considers the Corporation's assets to
be at least that of their book value; or (3) in determining whether the Corporation made
adequate provision for paying, satisfying, or discharging all of its liabilities and
obligations, relied in good faith and with ordinary care on financial statements or other
information concerning a person who was or became contractually obligated to satisfy
or discharge some or all of these liabilities or obligations. Furthermore, directors are
protected from liability if, in exercising ordinary care, they acted in good faith and in
reliance on the written opinion of an attorney for the Corporation. Directors held liable
for an improper distribution are entitled to contribution from persons who accepted
or received the improper distributions knowing they were improper. Contribution is in
proportion to the amount received by each such person.
Delegating Duties
4.13. Directors may select advisors and delegate duties and responsibilities to them,
such as the full power to buy or otherwise acquire stocks, bonds, securities, and other
investments on the Corporation's behalf; and to sell, transfer, or otherwise dispose of
the Corporation's assets and properties at a time and for a consideration that the
advisor deems appropriate. The directors have no liability for actions taken or omitted
by the advisor if the Board acts in good faith and with ordinary care in selecting the
advisor. The Board may remove or replace the advisor at any time and without any
cause whatsoever.
Page 9 of 22
FOTH Bylaws Rev1
Interested Directors
4.14. Contracts or transactions between directors, officers, or members who have a
financial interest in the matter are not void or voidable solely for that reason. Nor are
they void or voidable solely because the director, officer, or member is present at or
participates in the meeting that authorizes the contract or transaction, or solely because
the interested party's votes are counted for the purpose. However, every director with
any personal interest in the transaction must disclose all material facts concerning the
transaction, including all potential personal benefit and potential conflicts of interest, to
the other members of the Board or other group authorizing the transaction. The
transaction must be approved by a majority of the uninterested directors or other group
with the authority to authorize the transaction.
Actions of Board of Directors
4.15. The Board will try to act by consensus. However, if a consensus is not available,
the vote of a majority of directors present and voting at a meeting at which a quorum is
present is enough to constitute the act of the Board, unless the act of a greater number
is required by law or by some other provision of these Bylaws. A director who is present
at a meeting and abstains from a vote is considered to be present and voting for the
purpose of determining the Board's decision.
Proxies
4.16. A director may not vote by proxy.
Compensation
4.17. Directors may not receive fees or salaries for their services. A director may serve
the Corporation in any other capacity and receive compensation for those services. Any
compensation that the Corporation pays to a director will be reasonable and
commensurate with the services performed.
Removing Directors
4.18. The members may vote to remove a director at any time, without cause. A
meeting to consider removing a director may be called and noticed following the
procedures provided in these Bylaws for a special meeting of the members of the
corporation. The notice of the meeting will state that the issue of possibly removing the
director will be on the agenda. At the meeting, the director may present evidence of why
he or she should not be removed and may be represented by an attorney at and before
the meeting. Also, at the meeting, the Corporation will consider possible arrangements
for resolving the problems that are in the mutual interest of the Corporation and the
director. A director may be removed by the affirmative vote of a majority of the members
present and voting at any meeting where a quorum is present.
Page 10 of 22
FOTH Bylaws Rev1
ARTICLE 5-- OFFICERS
Officer Positions
5.01. The Corporation's officers will be a president, a secretary, one or more vice
presidents, a treasurer. The Board may appoint one or more assistant secretary and/or
assistant treasurer. The Board may create additional officer positions, define the
authority and duties of each such position, and elect or appoint persons to fill the
positions. The same person may hold any two or more offices, except for president and
secretary.
Election and Term of Office
5.02. The Corporation's officers will be elected annually by the Board at the biannual
Board meeting. If officers are not elected at this time, they will be elected as soon
thereafter as possible. Each officer will hold office until a successor is duly selected and
qualifies. An officer may be elected to succeed himself or herself in the same office.
Removal
5.03. Any officer elected by the Board may be removed by the Board with or without
good cause. Removing an officer will be without prejudice to the officer's contractual
rights, if any.
Vacancies
5.04. The Board may select a person to fill a vacancy in any office for the unexpired
portion of the officer's term.
President
5.05. The president is the Corporation's chief executive officer. He or she will supervise
and control all the Corporation's business and affairs and will preside at all meetings of
the members and of the Board. The president may execute any deeds, mortgages,
bonds, contracts, or other instruments that the Board authorizes to be executed.
However, the president may not execute instruments on the Corporation's behalf if this
power is expressly delegated to another officer or agent of the Corporation by the
Board, these Bylaws, or statute. The president will perform other duties prescribed by
the Board and all duties incident to the office of president.
Vice President
5.06. When the president is absent, cannot act, or refuses to act, a vice president will
perform the president's duties. When acting in the president's place, the vice president
has all the powers of and is subject to all the restrictions on the president. If there is
more than one vice president, the vice presidents will act for the president in the order
of appointment. A vice president will perform other duties as assigned by the president
or Board.
Page 11 of 22
FOTH Bylaws Rev1
Treasurer
5.07. The treasurer will:
(a) Have charge and custody of and be responsible for all the
Corporation's funds and securities.
(b) Receive and give receipts for moneys due and payable to the
Corporation from any source.
(c) Deposit all moneys in the Corporation's name in banks, trust companies, or other
depositories as these Bylaws provide or as the Board or president directs.
(d) Write checks and disburse funds to discharge the Corporation's obligations on such
terms as the Board of Directors may from time to time establish.
(e) Maintain the Corporation's financial books and records.
(f) Prepare financial reports at least annually.
(g) Perform other duties as assigned by the president or the Board.
(h) If the Board requires, give a bond for faithfully discharging his or her duties in a sum
and with a surety as determined by the Board.
(i) Perform all the duties incident to the office of treasurer.
Secretary
5.08. The Secretary will:
(a) Give all notices as provided in the bylaws or as required by law.
(b) Take minutes of the meetings of the members and the Board and keep the minutes
as part of the corporate records.
(c) Maintain custody of the corporate records and seal.
(d) Affix the corporate seal to all documents as authorized.
(e) Keep a register of the mailing address of each member, director, officer, and
employee of the Corporation.
(f) Perform duties as assigned by the president or the Board.
(g) Perform all duties incident to the office of secretary.
(h) Act as webmaster
Chairman/Sargent of Arms
Assigned by the president or officers for faithfully discharging duties in a sum and with a
surety as determined by the Board. The Chairman duties include the following:
(a) Organize committees to support all charity programs.
(b) Organize Fund Raising programs such as:
a. Friends of the Hawks Scholarships
b. First Responders and Law Enforcement Holiday Meals
c. HAWKS Volunteer In Police Service (VIPS)
d. Other charity programs approved by the FOTH Board of Directors
Past President/Vise Chairman
Perform duties as assigned by the president and holds the office of vise chairman to
ensure continuity and transitions of duties supporting the newly elected president,
Page 12 of 22
FOTH Bylaws Rev1
officers and chairman. If the current president resigns, the past Past President will
remain as Vise Chairman for the full term supporting the new elected president.
.
ARTICLE 6-- COMMITTEES
Establishing Committees
6.01. The Board may adopt a resolution establishing one or more committees
delegating specified authority to a committee, and appointing or removing members of a
committee. A committee will include two or more directors. If the Board delegates any of
its management authority to a committee, the majority of the committee will consist of
directors. The Board may also delegate to the president its power to appoint and
remove members of a committee that has not been delegated any management
authority of the Board. The Board may establish qualifications for membership on a
committee. Establishing a committee or delegating authority to it will not relieve the
Board, or any individual director, of any responsibility imposed by these Bylaws or
otherwise imposed by law.
No committee has the authority of the FOTH Board to:
(a) Establish and approve the budget for each annual charity program.
(b) Amend the certificate of formation or articles of incorporation.
(c) Adopt a plan of merger or of consolidation with another corporation.
(d) Authorize the sale, lease, exchange, or mortgage of all or substantially all of the
Corporation's property and assets.
(e) Authorize voluntary dissolution of the Corporation.
(f) Revoke proceedings for voluntary dissolution of the Corporation.
(g) Adopt a plan for distributing the Corporation's assets.
(h) Amend, alter, or repeal these Bylaws.
Page 13 of 22
FOTH Bylaws Rev1
(i) Elect, appoint, or remove a member of a committee or a director or officer of the
Corporation.
(j) Approve any transaction to which the Corporation is a party and that involves a
potential conflict of interest as defined in paragraph 7 .04, below.
(k) Take any action outside the scope of authority delegated to it by the Board.
(l) Take final action on a matter requiring approval by the mem
Authorization of Specific Committees
6.02. The following committees are authorized to be appointed by the FOTH Board for
Charity Committees: The Board will define the activities and scope of authority of each
committee by resolution. These resolutions are approved by the Board and recorded in
the meetings minutes. The charity committee will chose the scholarship recipient from
among those who apply via the electronic applications on the web page. (2) The charity
committee decides the number of awards given based on the approved annual budges
Term of Office
6.03. Each committee member will continue to serve on the committee until a successor
is appointed. However, a committee member's term may terminate earlier if the
committee is terminated, or if the member dies, ceases to qualify, resigns, or is removed
as a member. A vacancy on a committee may be filled by an appointment made in the
same manner as an original appointment. A person appointed to fill a vacancy on a
committee will serve for the unexpired portion of the terminated committee member's
term.
Chair and Vice-Chair
6.04. One member of each committee will be designated as the committee chair, and
another member of each committee will be designated as the vice chair. The chair and
vice-chair will be appointed by the president. The chair will call and preside at all
meetings of the committee. When the chair is absent, cannot act, or refuses to act, the
vice-chair will perform the chair's duties. When a vice-chair acts for the chair, the vicechair
has all the powers of and is subject to all the restrictions on the chair.
Notice of Meetings
6.05. Written or printed notice of a committee meeting will be delivered to each member
of a committee not less than two nor more than seven days before the date of the
meeting. The notice will state the place, day, and time of the meeting, and the purpose
or purposes for which it is called.
Page 14 of 22
FOTH Bylaws Rev1
Quorum
6.06. One half of the number of committee members constitutes a quorum for
transacting business at any meeting of the committee. The committee members present
at a duly called or held meeting at which a quorum is present may continue to transact
business even if enough committee members leave the meeting so that less than a
quorum remains. However, no action may be approved without the vote of at least a
majority of the number of committee members required for a quorum. If a quorum is
never present at any time during a meeting, the chair may adjourn and reconvene the
meeting once without further notice.
Actions of Committees
6.07. Committees will try to take action by consensus. However, if a consensus is not
available, the vote of a majority of committee members present and voting at a meeting
at which a quorum is present is enough to constitute the act of the committee unless the
act of a greater number is required by statute or by some other provision of these
Bylaws. A committee member who is present at a meeting and abstains from a vote is
considered to be present and voting for the purpose of determining the act of the
committee.
Proxies
6.08. A committee member may not vote by proxy.
Compensation
6.09. Committee members may not receive salaries for their services. The Board may
adopt a resolution providing for paying committee members a fixed sum and expenses
of attendance, if any, for attending each meeting of the committee. A committee
member may serve the Corporation in any other capacity and receive compensation for
those services. Any compensation that the Corporation pays to a committee member
will be reasonable and commensurate with the services performed.
Rules
6.10. Each committee may adopt its own rules, consistent with these Bylaws or with
other rules that may be adopted by the FOTH Board. However all committee annual
budgets for each program are reviewed and approved by the FOTH Board.
Page 15 of 22
FOTH Bylaws Rev1
ARTICLE 7--TRANSACTIONS OF CORPORATION
Contracts
7.01. The Board may authorize any officer or agent of the Corporation to
enter into a contract or execute and deliver any instrument in the name of, and
on behalf of, the Corporation. This authority may be limited to a specific
contract or instrument, or it may extend to any number and type of possible
contracts and instruments.
Deposits
7.02. All the Corporation's funds will be deposited to the credit of the Corporation in
banks, trust companies, or other depositories that the Board selects.
Gifts
7.03. The Board may accept, on the Corporation's behalf, any contribution, gift, bequest,
or devise for the general purposes or for any special purpose of the Corporation. The
Board may make gifts and give charitable contributions not prohibited by these Bylaws,
the articles of incorporation, state law, and provisions set out in federal tax law that must
be complied with to maintain the Corporation's federal and state tax status.
Potential Conflicts of Interest
7.04. The Corporation may not make any loan to a director or officer of the Corporation.
A member, director, officer, or committee member of the Corporation may lend money
to and otherwise transact business with the Corporation except as otherwise provided
by these Bylaws, the articles of incorporation, and applicable law. Such a person
transacting business with the Corporation has the same rights and obligations relating
to those matters as other persons transacting business with the Corporation. The
Corporation may not borrow money from or otherwise transact business with a member,
director, officer, or committee member of the Corporation unless the transaction is
described fully in a legally binding instrument and is in the Corporation's best interests.
The Corporation may not borrow money from or otherwise transact business with a
member, director, officer, or committee member of the Corporation without full
disclosure of all relevant facts and without the Board's approval, not including the vote
of any person having a personal interest in the transaction.
Prohibited Acts
7.05. As long as the Corporation exists, and except with the Board's or the members'
prior approval, no member, director, officer, or committee member of the Corporation
may:
(a) Do any act in violation of these Bylaws or a binding obligation of the Corporation.
Page 16 of 22
FOTH Bylaws Rev1
(b) Do any act with the intention of harming the Corporation or any of its operations.
(c) Do any act that would make it impossible or unnecessarily difficult to carry on the
Corporation's intended or ordinary business.
(d) Receive an improper personal benefit from the operation of the Corporation.
(e) Use the Corporation's assets, directly or indirectly, for any purpose other than
carrying on the Corporation's business.
(f) Wrongfully transfer or dispose of Corporation property, including intangible property
such as good will.
(g) Use the Corporation's name (or any substantially similar name) or any trademark or
trade name adopted by the Corporation, except on behalf of the Corporation in the
ordinary course of its business.
(h) Disclose any of the Corporation's business practices, trade secrets, or any other
information not generally known to the business community to any person not
authorized to receive it.
(i) Friends of the Hawks Officers and Chairman (Board of Directors) are not allow to
server as an Officers and Chairman on Board of Directors potions during current terms
of the Hawks Gun Club of East Texas Inc. However, any member in good standing may
serve on committees for the Friends of the Hawks or Hawks Gun Club of East Texas
Inc. supporting the clubs actives.
ARTICLE 8-- BOOKS AND RECORDS
Required Books and Records
8.01. The Corporation will keep correct and complete books and records
of account. The books and records include:
(a) A file-endorsed copy of all documents filed with the Texas Secretary of State
relating to the Corporation, including but not limited to the articles of incorporation, and
any articles of amendment, restated articles, articles of merger, articles of consolidation,
and statement of change of registered office or registered agent.
(b) A copy of all bylaws, including these Bylaws, and any amended versions or
amendments to them.
Page 17 of 22
FOTH Bylaws Rev1
(c) Minutes of the proceedings of the members, Board, and committees having any of
the authority of the Board.
(d) A list of the names and addresses of the members, directors, officers, and any
committee members of the Corporation.
(e) A financial statement showing the Corporation's assets, liabilities, and net worth at
the end of the three most recent fiscal years.
(f) A financial statement showing the Corporation's income and expenses for the three
most recent fiscal years.
(g) All rulings, letters, and other documents relating to the Corporation's federal, state,
and local tax status.
(h) The Corporation's federal, state, and local tax information or income-tax returns for
each of the Corporation's three most recent tax years.
Inspection and Copying
8.02. Any member, director, officer, or committee member of the Corporation may
inspect and receive copies of all the corporate books and records required to be kept
under the bylaws. Such a person may, by written request, inspect or receive copies if he
or she has a proper purpose related to his or her interest in the Corporation. He or she
may do so through his or her attorney or other duly authorized representative. The
inspection may take place at fl. reasonable time, no later than ten working days after the
Corporation receives a proper written request. The Board may establish reasonable
copying fees, which may cover the cost of materials and labor. The Corporation will
provide requested copies of books or records no later than ten working days after
receiving a proper written request.
Audits
8.03. Any member may have an audit conducted of the Corporation's books. That
member bears the expense of the audit unless the members vote to authorize payment
of audit expenses. The member requesting the audit may select the accounting firm to
conduct it. A member may not exercise these rights so as to subject the Corporation to
an audit more than once in any fiscal year.
ARTICLE 9--FISCAL YEAR
9.01. The Corporation's fiscal year will begin on the first day of January
and end on the last day of December in each year.
ARTICLE 10-- INDEMNIFICATION
Page 18 of 22
FOTH Bylaws Rev1
When Indemnification Is Required, Permitted, and Prohibited
10.01. (a) The Corporation will indemnify a director, officer, member, committee
member, employee, or agent of the Corporation who was, is, or may be named
defendant or respondent in any proceeding as a result of his actions or omissions within
the scope of his or her official capacity in the Corporation. For the purposes of this
article, an agent includes one who is or was serving at the Corporation's request as a
director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole
proprietorship, trust, employee-benefit plan, or other enterprise.
(b) The Corporation will indemnify a person only if he or she acted in good faith and
reasonably believed that his or her conduct was in the Corporation's best interests. In
case of a criminal proceeding, the person may be indemnified only if he or she had no
reasonable cause to believe that the conduct was unlawful. The Corporation will not
indemnify a person who is found liable to the Corporation or is found liable to another on
the basis of improperly receiving a personal benefit from the Corporation. A person is
conclusively considered to have been found liable in relation to any claim, issue, or
matter if the person has been adjudged liable by a court of competent jurisdiction and all
appeals have been exhausted. Termination of a proceeding by judgment, order,
settlement, conviction, or on a plea of nolo contendere or its equivalent does not
necessarily preclude indemnification by the Corporation.
(c) The Corporation will pay or reimburse expenses incurred by a director, officer,
member, committee member, employee, or agent of the Corporation in connection with
the person's appearance as a witness or other participation in a proceeding involving or
affecting the Corporation when the person is not a named defendant or respondent in
the proceeding.
(d) In addition to the situations otherwise described in this paragraph, the Corporation
may indemnify a director, officer, member, committee member, employee, or agent of
the Corporation to the extent permitted by law. However, the Corporation will not
indemnify any person in any situation in which indemnification is prohibited by
paragraph 10.01(6), above.
(e) The corporation may advance expenses incurred or to be incurred in the defense of
a proceeding to a person who might eventually be entitled to indemnification, even
though there has been no final disposition of the proceeding. Advancement of expenses
may occur only when the procedural conditions specified in paragraph 10.03(c), below,
have been satisfied. Furthermore, the Corporation will never advance expenses to a
person before final disposition of a proceeding if the person is a named defendant or
respondent in a proceeding brought by the Corporation one or more members or if the
person is alleged to have improperly received a personal benefit or committed other
wilful or intentional misconduct.
Page 19 of 22
FOTH Bylaws Rev1
Extent and Nature of Indemnity
10.02. The indemnity permitted under these Bylaws includes indemnity against
judgments, penalties, (including excise and similar taxes), fines, settlements, and
reasonable expenses (including attorney's fees) actually incurred in connection with the
proceeding. If the proceeding was brought by or on behalf of the Corporation, the
indemnification is limited to reasonable expenses actually incurred by the person in
connection with the proceeding.
Procedures Relating to Indemnification Payments
10.03. (a) Before the Corporation may pay any indemnification expenses (including
attorney's fees), the Corporation must specifically determine that indemnification is
permissible, authorize indemnification, and determine that expenses to be reimbursed
are reasonable, except as provided in subparagraph
(c), below. The Corporation may make these determinations and decisions by any one
of the following procedures:
(i) Majority vote of a quorum consisting of directors who, at the time of the vote,
are not named defendants or respondents in the proceeding.
(ii) (ii) If such a quorum cannot be obtained, by a majority vote of a committee of
the Board, 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.
(iii) Determination by special legal counsel selected by the Board by the same
vote as provided in subsubparagraphs (i) or (ii), above, or if such a quorum
cannot be obtained and such a committee cannot be established, by a
majority vote of all directors.
(iv) Majority vote of members, excluding directors or other members who are
named defendants or respondents in the proceeding.
(b) The Corporation will authorize indemnification and determine that expenses to be
reimbursed are reasonable in the same manner that it determines whether
indemnification is permissible. If special legal counsel determines that indemnification is
permissible, authorization of indemnification and determination of reasonableness of
expenses will be made as specified by subparagraph (a)(iii), above, governing selection
of special legal counsel. A provision contained in the articles of incorporation, or a
resolution of members or the Board that requires the indemnification permitted by
paragraph 10.01, above, constitutes sufficient authorization of indemnification even
though the provision may not have been adopted or authorized in the same manner as
the determination that indemnification is permissible.
(c) The Corporation will advance expenses before final disposition of a proceeding only
after it determines that the facts then known would not preclude indemnification. The
Page 20 of 22
FOTH Bylaws Rev1
determination that the facts then known to those making the determination would not
preclude indemnification and authorization of payment will be made in the same manner
as a determination that indemnification is permissible under subparagraph (a), above.
In addition to this determination, the Corporation may advance expenses only after it
receives a written affirmation and undertaking from the person to receive the advance.
The person's written affirmation will state that he or she has met the standard of conduct
necessary for indemnification under these Bylaws. The written undertaking will provide
for repayment of the amounts advanced by the Corporation if it is ultimately determined
that the person has not met the requirements for indemnification. The undertaking will
be an unlimited general obligation of the person, but it need not be secured and may
be accepted without reference to financial ability to repay.
(d) Any indemnification or advance of expenses will be reported in writing to the
Corporation's members. The report will be made 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. In any case, the report will be sent within the
12-month period immediately following the date of the indemnification or advance.
ARTICLE 11-- NOTICES
Notice by Mail or Telecopier Transmission
11.01. Any notice required or permitted by these Bylaws to be given to a member,
director, officer, or member of a committee of the Corporation may be given by mail or
telecopier transmission. If mailed, a notice is deemed delivered when deposited in the
mail addressed to the person at his or her address as it appears on the corporate
records, with postage prepaid. If given by telecopier transmission, the transmission
must be sent to the last known fax number shown on the corporate records. A notice is
deemed delivered when a confirmation report of receipt of the telecopier transmission is
recorded by the transmitting fax. A person may change his or her address or telecopier
number in the corporate records by giving written notice of the change to the secretary
of the corporation.
Signed Waiver of Notice
11.02. Whenever any notice is required by law or under the articles of incorporation or
these Bylaws, a written waiver signed by the person entitled to receive such notice is
considered the equivalent to giving the required notice. A waiver of notice is effective
whether signed before or after the time stated in the notice being waived.
Waiving Notice by Attendance
11.03. A person's attendance at a meeting constitutes waiver of notice of the meeting
unless the person attends for the express purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened.
Page 21 of 22
FOTH Bylaws Rev1
ARTICLE 12-- SPECIAL PROCEDURES CONCERNING MEETINGS
Meeting by Telephone
12.01. The members, Board of Directors, and any committee of the Corporation may not
hold a meeting by telephone conference-call procedures.
Decision Without Meeting
12.02. Any decision required or permitted to be made at a meeting of the Board, or any
committee of the Corporation may be made without a meeting. A decision without a
meeting may be made if a written consent to the decision is signed by all the persons
entitled to vote on the matter. The original signed consents will be placed in the
Corporation minute book and kept with the corporate records.
ARTICLE 13-- AMENDING BYLAWS
13.01. These Bylaws may be altered, amended, or repealed, and new bylaws may be
adopted only by the members by a two-thirds vote of a meeting of the members where
at least one-half of the members in good standing and eligible to vote are personally
present. The notice of any meeting at which these Bylaws are altered, amended, or
repealed, or at which new bylaws are adopted will include the text of the proposed
bylaw provisions as well as the text of any existing provisions proposed to be altered,
amended, or repealed. Alternatively, the notice may include a fair summary of those
prov1s10ns.
ARTICLE 14-- MISCELLANEOUS PROVISIONS
Legal Authorities Governing Construction of Bylaws
14.01. These Bylaws will be construed under Texas law. All references in these Bylaws
to statutes, regulations, or other sources of legal authority will refer to the authorities
cited, or their successors, as they may be amended from time to time.
Legal Construction
14.02. To the greatest extent possible, these Bylaws shall be construed to conform to all
legal requirements and all requirements for obtaining and maintaining all tax exemptions
that may be available to nonprofit corporations. If any bylaw provision is in any respect,
the invalidity, illegality, or unenforceability will not affect any other provision, and the
bylaws will be construed as if they had not included the invalid, illegal, or unenforceable
provision.
