TEXAS MUNICIPAL COURTS FOUNDATION
Approved June 22, 2018
These Bylaws are subject to, and governed by, the Texas Business Organizations Code (the “Code”) and the Certificate of Formation of the Corporation. In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Code or the provisions of the Certificate of Formation of the Corporation, such provisions of the Code or the Certificate of Formation of the Corporation, as the case may be, will be controlling.
Section 16. Responsibilities. It is the responsibility of each member of the Board of Directors to act in the best interests of the Corporation for the benefit of the communities served by the Corporation. Each member of the Board of Directors owes allegiance to the common good of the communities served by the Corporation and shall not act as a separate representative of a particular community where he or she works or resides.
The designation of each such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Any action taken by a committee which exercises authority of the Board of Directors shall be reported to the Board of Directors within thirty (30) days. Each such committee shall consist of two or more persons, at least a majority of whom must be directors.
The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that he or she had reasonable cause to believe that his or her conduct was unlawful. A person will be deemed to have been found liable in respect to any claim, issue or matter only after the person has been so adjudged by a court of competent jurisdiction after all appeals are exhausted or foreclosed by law.
(i) by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the Proceeding;
(ii) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the Proceeding; or
(iii) if such a committee cannot be established, by a majority vote of all directors who at the time of the vote are not named defendants or respondents in the Proceeding.
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 committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record of the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any director for any proper purpose at any reasonable time.
These Bylaws may be amended or repealed, and new bylaws may be adopted, by the affirmative vote of at least two-thirds (2/3rds) of the full Board of Directors at any annual, regular or special meeting of the Board of Directors so long as notice of such proposed amendment, repeal or adoption is contained in the notice of the meeting and such amendment or repeal does not cause the Corporation to cease to be exclusively organized and operated as an entity described in Section 501(c)(3) of the Internal Revenue Code.