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348584089
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[TIRR (The Institute for Rehabilitation and Research) Bylaws and Policies] [1981-1987] [2]
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348584089
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[TIRR (The Institute for Rehabilitation and Research) Bylaws and Policies] [1981-1987] [2]
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Lex Frieden Collection: Records on Disability Rights
Records Relating to Disability Rights Organizations
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Originally Processed With FOIA(s):
FOIA Number:
S
S
FOIA
MARKER
This is not a textual record. This is used as an
administrative marker by the George Bush Presidential
Library Staff.
Record Group/Collection: Donated Historical Materials
Collection/Office of Origin: Frieden, Lex, Collection
Series:
Disability Rights Organizations
Subseries:
OA/ID Number:
52062
Folder ID Number:
52062-006
Folder Title:
[TIRR (The Institute for Rehabilitation and Research) Bylaws and Policies] [1981-1987] [2]
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ARTICLES OF INCORPORATION OF
ATTENDANT SERVICES OF HOUSTON
WE, THE UNDERSIGNED NATURAL PERSONS OF THE AGE OF EIGHTEEN (18)
YEARS OR MORE, ACTING AS INCORPORATORS OF A CORPORATION UNDER THE
TEXAS NON-PROFIT CORPORATION ACT, DO HEREBY ADOPT THE FOLLOWING
ARTICLES OF INCORPORATION FOR SUCH CORPORATION.
ARTICLE ONE - NAME
THE NAME OF THE CORPORATION IS ATTENDANT SERVICES OF HOUSTON (ALSO
CALLED ASH).
ARTICLE TWO - NONPROFIT CORPORATION
ATTENDANT SERVICES OF HOUSTON IS A NONPROFIT CORPORATION.
ARTICLE THREE - DURATION
THE PERIOD OF THE CORPORATION'S DURATION IS PERPETUAL.
ARTICLE FOUR - PURPOSE
SECTION 4.01 THE CORPORATION IS ORGANIZED EXCLUSIVELY FOR
CHARITABLE AND EDUCATIONAL PURPOSES WHICH INCLUDE, BUT ARE NOT
LIMITED TO, THE PROVISION OF SERVICES, INFORMATION, REFERRAL,
TRAINING AND OTHER SUPPORT RELATED TO THE PERSONAL ASSISTANCE NEEDS
OF PERSONS WITH DISABILITIES WHO REQUIRE AID WITH ACTIVITIES OF
DAILY LIVING.
SECTION 4.02 NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES
OF INCORPORATION:
A. NO PART OF THE NET EARNINGS OF THE CORPORATION SHALL INURE
TO THE BENEFIT OF ANY DIRECTOR OF THE CORPORATION, OFFICER
OF THE CORPORATION, OR ANY PRIVATE INDIVIDUAL (EXCEPT THAT
REASONABLE COMPENSATION MAY BE PAID FOR SERVICES RENDERED TO
OR FOR THE CORPORATION AFFECTING ONE OR MORE OF ITS
PURPOSES), AND NO DIRECTOR OR OFFICER OF THE CORPORATION
,
OR ANY PRIVATE INDIVIDUAL SHALL BE ENTITLED TO SHARE IN THE
DISTRIBUTION OF ANY OF THE CORPORATE ASSETS ON DISSOLUTION
OF THE CORPORATION. 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 ANY
POLITICAL CAMPAIGNING ON BEHALF OF ANY CANDIDATE FOR PUBLIC
OFFICE.
B. THE CORPORATION SHALL NOT CONDUCT OR CARRY ON ANY ACTIVITIES
NOT PERMITTED TO BE CONDUCTED OR CARRIED ON BY AN
ORGANIZATION EXEMPT FROM TAXATION UNDER SECTION 501 (c) (3)
OF THE INTERNAL REVENUE CODE AND ITS REGULATIONS AS THEY NOW
EXIST OR AS THEY MAY HEREAFTER BE AMENDED, OR BY AN
ORGANIZATION, CONTRIBUTIONS TO WHICH ARE DEDUCTIBLE UNDER
170 (C) (2) OF THE INTERNAL REVENUE CODE AND REGULATIONS AS
THEY NOW EXIST OR AS THEY MAY HEREAFTER BE AMENDED.
C. UPON DISSOLUTION OF THE CORPORATION OR THE WINDING UP OF ITS
AFFAIRS, THE ASSETS OF THE CORPORATION SHALL BE DISTRIBUTED
EXCLUSIVELY TO CHARITABLE ORGANIZATIONS WHICH WOULD THEN
QUALIFY UNDER THE PROVISIONS OF SECTION 501 (c) (3) OF THE
INTERNAL REVENUE CODE AND ITS REGULATIONS AS THEY NOW EXIST
OR AS THEY MAY HEREAFTER BE AMENDED.
ARTICLE FIVE - MEMBERS
THE CORPORATION SHALL HAVE NO VOTING MEMBERS OTHER THAN THE BOARD
OF DIRECTORS.
ARTICLE SIX - INITIAL REGISTERED OFFICE AND AGENT
THE STREET ADDRESS OF THE INITIAL REGISTERED OFFICE OF THE
CORPORATION IS 4718 LINDEN, BELLAIRE, TEXAS 77401, AND THE NAME OF
ITS INITIAL REGISTERED AGENT AT SUCH ADDRESS IS MARY ANN BOARD.
ARTICLE SEVEN - DIRECTORS
THE NUMBER OF DIRECTORS CONSTITUTING THE INITIAL BOARD OF DIRECTORS
OF THE CORPORATION IS THREE (3), AND THE NAMES AND ADDRESS OF THOSE
PEOPLE WHO ARE TO SERVE AS THE INITIAL DIRECTORS ARE:
NAME
ADDRESS
MARY ANN BOARD
4718 LINDEN
BELLAIRE, TEXAS 77401
WENDY WILKINSON
2001 HOLCOMBE # 1303
HOUSTON, TEXAS 77030
JOYCE FRIEDEN
3634 N. BRAESWOOD BLVD.
HOUSTON, TEXAS 77025
ARTICLE EIGHT - INDEMNIFICATION
ATTENDANT SERVICES OF HOUSTON MAY PROVIDE INDEMNIFICATION OF
DIRECTORS, OFFICERS AND/OR STAFF MEMBERS FOR EXPENSES AND COSTS
INCURRED BY ANY SUCH INDIVIDUAL IN CONNECTION WITH ANY CLAIM
ASSERTED AGAINST SUCH A PERSON, BY ACTION IN COURT OR OTHERWISE, BY
VIRTUE OF THE POSITION HELD AS DIRECTOR, OFFICER, OR STAFF MEMBER
OF ATTENDANT SERVICES OF HOUSTON. THE CORPORATION SHALL HAVE THE
POWER TO PURCHASE OR MAINTAIN AT ITS COST AND EXPENSE INSURANCE ON
BEHALF OF SUCH PERSONS TO THE FULLEST EXTENT PERMITTED BY THESE
ARTICLES AND APPLICABLE STATE LAW.
ARTICLE NINE - LIMITATION ON SCOPE OF LIABILITY
NO DIRECTOR SHALL BE LIABLE TO THE CORPORATION FOR MONETARY DAMAGES
FOR AN ACT OR OMISSION IN THE DIRECTOR'S CAPACITY AS A DIRECTOR OF
THE CORPORATION, EXCEPT AND ONLY FOR THE FOLLOWING:
A. A BREACH OF THE DIRECTOR'S DUTY OF LOYALTY TO THE
CORPORATION;
B. AN ACT OR OMISSION NOT IN GOOD FAITH BY THE DIRECTOR OR AN
ACT OR OMISSION THAT INVOLVES INTENTIONAL MISCONDUCT OR
KNOWING VIOLATION OF THE LAW BY THE DIRECTOR;
C. A TRANSACTION FROM WHICH THE DIRECTOR GAINED ANY IMPROPER
BENEFIT WHETHER OR NOT SUCH BENEFIT RESULTED FROM AN ACTION
TAKEN WITHIN THE SCOPE OF THE DIRECTOR'S OFFICE; OR
D. AN ACT OR OMISSION BY THE DIRECTOR FOR WHICH LIABILITY IS
EXPRESSLY PROVIDED FOR BY STATUTE.
ARTICLE TEN - INCORPORATORS
THE NAMES AND STREET ADDRESSES OF THE INCORPORATORS ARE:
NAME
ADDRESS
MARY ANN BOARD
4718 LINDEN
BELLAIRE, TEXAS 77401
WENDY WILKINSON
2001 HOLCOMBE # 1303
HOUSTON, TEXAS 77030
JOYCE FRIEDEN
3634 N. BRAESWOOD BLVD.
HOUSTON, TEXAS 77025
IN WITNESS WHEREOF, I HEREUNTO SET MY HAND, THIS
DAY OF
/ 199 .
MARY ANN BOARD
SWORN TO AND SUBSCRIBED BEFORE ME, A NOTARY PUBLIC, ON THIS THE
DAY OF
1 199
NOTARY PUBLIC IN AND FOR
COUNTY, TEXAS
MY COMMISSION EXPIRES:
IN WITNESS WHEREOF, I HEREUNTO SET MY HAND, THIS
DAY OF
, 199 .
WENDY WILKINSON
SWORN TO AND SUBSCRIBED BEFORE ME, A NOTARY PUBLIC, ON THIS THE
DAY OF
/ 199 .
NOTARY PUBLIC IN AND FOR
COUNTY, TEXAS
MY COMMISSION EXPIRES:
IN WITNESS WHEREOF, I HEREUNTO SET MY HAND, THIS
DAY OF
, 199 e
JOYCE FRIEDEN
SWORN TO AND SUBSCRIBED BEFORE ME, A NOTARY PUBLIC, ON THIS THE
DAY OF
, 199
NOTARY PUBLIC IN AND FOR
COUNTY, TEXAS
MY COMMISSION EXPIRES:
ARTICLES OF INCORPORATION OF
ATTENDANT SERVICES OF HOUSTON
WE, THE UNDERSIGNED NATURAL PERSONS OF THE AGE OF EIGHTEEN (18)
YEARS OR MORE, ACTING AS INCORPORATORS OF A CORPORATION UNDER THE
TEXAS NON-PROFIT CORPORATION ACT, DO HEREBY ADOPT THE FOLLOWING
ARTICLES OF INCORPORATION FOR SUCH CORPORATION.
ARTICLE ONE - NAME
THE NAME OF THE CORPORATION IS ATTENDANT SERVICES OF HOUSTON (ALSO
CALLED ASH).
ARTICLE TWO - NONPROFIT CORPORATION
ATTENDANT SERVICES OF HOUSTON IS A NONPROFIT CORPORATION.
ARTICLE THREE - DURATION
THE PERIOD OF THE CORPORATION'S DURATION IS PERPETUAL.
ARTICLE FOUR - PURPOSE
SECTION 4.01 THE CORPORATION IS ORGANIZED EXCLUSIVELY FOR
CHARITABLE AND EDUCATIONAL PURPOSES WHICH INCLUDE, BUT ARE NOT
LIMITED TO, THE PROVISION OF SERVICES, INFORMATION, REFERRAL,
TRAINING AND OTHER SUPPORT RELATED TO THE PERSONAL ASSISTANCE NEEDS
OF PERSONS WITH DISABILITIES WHO REQUIRE AID WITH ACTIVITIES OF
DAILY LIVING.
SECTION 4.02 NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES
OF INCORPORATION:
A. NO PART OF THE NET EARNINGS OF THE CORPORATION SHALL INURE
TO THE BENEFIT OF ANY DIRECTOR OF THE CORPORATION, OFFICER
OF THE CORPORATION, OR ANY PRIVATE INDIVIDUAL (EXCEPT THAT
REASONABLE COMPENSATION MAY BE PAID FOR SERVICES RENDERED TO
OR FOR THE CORPORATION AFFECTING ONE OR MORE OF ITS
PURPOSES), AND NO DIRECTOR OR OFFICER OF THE CORPORATION ,
OR ANY PRIVATE INDIVIDUAL SHALL BE ENTITLED TO SHARE IN THE
DISTRIBUTION OF ANY OF THE CORPORATE ASSETS ON DISSOLUTION
OF THE CORPORATION. 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 ANY
POLITICAL CAMPAIGNING ON BEHALF OF ANY CANDIDATE FOR PUBLIC
OFFICE.
B. THE CORPORATION SHALL NOT CONDUCT OR CARRY ON ANY ACTIVITIES
NOT PERMITTED TO BE CONDUCTED OR CARRIED ON BY AN
ORGANIZATION EXEMPT FROM TAXATION UNDER SECTION 501 (c) (3)
OF THE INTERNAL REVENUE CODE AND ITS REGULATIONS AS THEY NOW
EXIST OR AS THEY MAY HEREAFTER BE AMENDED, OR BY AN
ORGANIZATION, CONTRIBUTIONS TO WHICH ARE DEDUCTIBLE UNDER
170 (c) (2) OF THE INTERNAL REVENUE CODE AND REGULATIONS AS
THEY NOW EXIST OR AS THEY MAY HEREAFTER BE AMENDED.
C. UPON DISSOLUTION OF THE CORPORATION OR THE WINDING UP OF ITS
AFFAIRS, THE ASSETS OF THE CORPORATION SHALL BE DISTRIBUTED
EXCLUSIVELY TO CHARITABLE ORGANIZATIONS WHICH WOULD THEN
QUALIFY UNDER THE PROVISIONS OF SECTION 501 (c) (3) OF THE
INTERNAL REVENUE CODE AND ITS REGULATIONS AS THEY NOW EXIST
OR AS THEY MAY HEREAFTER BE AMENDED.
ARTICLE FIVE - MEMBERS
THE CORPORATION SHALL HAVE NO VOTING MEMBERS OTHER THAN THE BOARD
OF DIRECTORS.
ARTICLE SIX - INITIAL REGISTERED OFFICE AND AGENT
THE STREET ADDRESS OF THE INITIAL REGISTERED OFFICE OF THE
CORPORATION IS 4718 LINDEN, BELLAIRE, TEXAS 77401, AND THE NAME OF
ITS INITIAL REGISTERED AGENT AT SUCH ADDRESS IS MARY ANN BOARD.
ARTICLE SEVEN - DIRECTORS
THE NUMBER OF DIRECTORS CONSTITUTING THE INITIAL BOARD OF DIRECTORS
OF THE CORPORATION IS THREE (3), AND THE NAMES AND ADDRESS OF THOSE
PEOPLE WHO ARE TO SERVE AS THE INITIAL DIRECTORS ARE:
NAME
ADDRESS
MARY ANN BOARD
4718 LINDEN
BELLAIRE, TEXAS 77401
WENDY WILKINSON
2001 HOLCOMBE # 1303
HOUSTON, TEXAS 77030
JOYCE FRIEDEN
3634 N. BRAESWOOD BLVD.
HOUSTON, TEXAS 77025
ARTICLE EIGHT - INDEMNIFICATION
ATTENDANT SERVICES OF HOUSTON MAY PROVIDE INDEMNIFICATION OF
DIRECTORS, OFFICERS AND/OR STAFF MEMBERS FOR EXPENSES AND COSTS
INCURRED BY ANY SUCH INDIVIDUAL IN CONNECTION WITH ANY CLAIM
ASSERTED AGAINST SUCH A PERSON, BY ACTION IN COURT OR OTHERWISE, BY
VIRTUE OF THE POSITION HELD AS DIRECTOR, OFFICER, OR STAFF MEMBER
OF ATTENDANT SERVICES OF HOUSTON. THE CORPORATION SHALL HAVE THE
POWER TO PURCHASE OR MAINTAIN AT ITS COST AND EXPENSE INSURANCE ON
BEHALF OF SUCH PERSONS TO THE FULLEST EXTENT PERMITTED BY THESE
ARTICLES AND APPLICABLE STATE LAW.
ARTICLE NINE - LIMITATION ON SCOPE OF LIABILITY
NO DIRECTOR SHALL BE LIABLE TO THE CORPORATION FOR MONETARY DAMAGES
FOR AN ACT OR OMISSION IN THE DIRECTOR'S CAPACITY AS A DIRECTOR OF
THE CORPORATION, EXCEPT AND ONLY FOR THE FOLLOWING:
A. A BREACH OF THE DIRECTOR'S DUTY OF LOYALTY TO THE
CORPORATION;
B. AN ACT OR OMISSION NOT IN GOOD FAITH BY THE DIRECTOR OR AN
ACT OR OMISSION THAT INVOLVES INTENTIONAL MISCONDUCT OR
KNOWING VIOLATION OF THE LAW BY THE DIRECTOR;
C. A TRANSACTION FROM WHICH THE DIRECTOR GAINED ANY IMPROPER
BENEFIT WHETHER OR NOT SUCH BENEFIT RESULTED FROM AN ACTION
TAKEN WITHIN THE SCOPE OF THE DIRECTOR'S OFFICE; OR
D. AN ACT OR OMISSION BY THE DIRECTOR FOR WHICH LIABILITY IS
EXPRESSLY PROVIDED FOR BY STATUTE.
ARTICLE TEN - INCORPORATORS
THE NAMES AND STREET ADDRESSES OF THE INCORPORATORS ARE:
NAME
ADDRESS
MARY ANN BOARD
4718 LINDEN
BELLAIRE, TEXAS 77401
WENDY WILKINSON
2001 HOLCOMBE # 1303
HOUSTON, TEXAS 77030
JOYCE FRIEDEN
3634 N. BRAESWOOD BLVD.
HOUSTON, TEXAS 77025
IN WITNESS WHEREOF, I HEREUNTO SET MY HAND, THIS
DAY OF
, 199 .
MARY ANN BOARD
SWORN TO AND SUBSCRIBED BEFORE ME, A NOTARY PUBLIC, ON THIS THE
DAY OF
, 199 .
NOTARY PUBLIC IN AND FOR
COUNTY, TEXAS
MY COMMISSION EXPIRES:
IN WITNESS WHEREOF, I HEREUNTO SET MY HAND, THIS
DAY OF
, 199_.
WENDY WILKINSON
SWORN TO AND SUBSCRIBED BEFORE ME, A NOTARY PUBLIC, ON THIS THE
DAY OF
, 199
NOTARY PUBLIC IN AND FOR
COUNTY, TEXAS
MY COMMISSION EXPIRES:
IN WITNESS WHEREOF, I HEREUNTO SET MY HAND, THIS
DAY OF
, 199 .
JOYCE FRIEDEN
SWORN TO AND SUBSCRIBED BEFORE ME, A NOTARY PUBLIC, ON THIS THE
DAY OF
, 199
NOTARY PUBLIC IN AND FOR
COUNTY, TEXAS
MY COMMISSION EXPIRES:
ARTICLES OF INCORPORATION OF
ATTENDANT SERVICES OF HOUSTON
WE, THE UNDERSIGNED NATURAL PERSONS OF THE AGE OF EIGHTEEN (18)
YEARS OR MORE, ACTING AS INCORPORATORS OF A CORPORATION UNDER THE
TEXAS NON-PROFIT CORPORATION ACT, DO HEREBY ADOPT THE FOLLOWING
ARTICLES OF INCORPORATION FOR SUCH CORPORATION.
ARTICLE ONE - NAME
THE NAME OF THE CORPORATION IS ATTENDANT SERVICES OF HOUSTON (ALSO
CALLED ASH).
ARTICLE TWO - NONPROFIT CORPORATION
ATTENDANT SERVICES OF HOUSTON IS A NONPROFIT CORPORATION.
ARTICLE THREE - DURATION
THE PERIOD OF THE CORPORATION'S DURATION IS PERPETUAL.
ARTICLE FOUR - PURPOSE
SECTION 4.01 THE CORPORATION IS ORGANIZED EXCLUSIVELY FOR
CHARITABLE AND EDUCATIONAL PURPOSES WHICH INCLUDE, BUT ARE NOT
LIMITED TO, THE PROVISION OF SERVICES, INFORMATION, REFERRAL,
TRAINING AND OTHER SUPPORT RELATED TO THE PERSONAL ASSISTANCE NEEDS
OF PERSONS WITH DISABILITIES WHO REQUIRE AID WITH ACTIVITIES OF
DAILY LIVING.
SECTION 4.02 NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES
OF INCORPORATION:
A. NO PART OF THE NET EARNINGS OF THE CORPORATION SHALL INURE
TO THE BENEFIT OF ANY DIRECTOR OF THE CORPORATION, OFFICER
OF THE CORPORATION, OR ANY PRIVATE INDIVIDUAL (EXCEPT THAT
REASONABLE COMPENSATION MAY BE PAID FOR SERVICES RENDERED TO
OR FOR THE CORPORATION AFFECTING ONE OR MORE OF ITS
PURPOSES), AND NO DIRECTOR OR OFFICER OF THE CORPORATION ,
OR ANY PRIVATE INDIVIDUAL SHALL BE ENTITLED TO SHARE IN THE
DISTRIBUTION OF ANY OF THE CORPORATE ASSETS ON DISSOLUTION
OF THE CORPORATION. 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 ANY
POLITICAL CAMPAIGNING ON BEHALF OF ANY CANDIDATE FOR PUBLIC
OFFICE.
B. THE CORPORATION SHALL NOT CONDUCT OR CARRY ON ANY ACTIVITIES
NOT PERMITTED TO BE CONDUCTED OR CARRIED ON BY AN
ORGANIZATION EXEMPT FROM TAXATION UNDER SECTION 501 (c) (3)
OF THE INTERNAL REVENUE CODE AND ITS REGULATIONS AS THEY NOW
EXIST OR AS THEY MAY HEREAFTER BE AMENDED, OR BY AN
ORGANIZATION, CONTRIBUTIONS TO WHICH ARE DEDUCTIBLE UNDER
170 (c) (2) OF THE INTERNAL REVENUE CODE AND REGULATIONS AS
THEY NOW EXIST OR AS THEY MAY HEREAFTER BE AMENDED.
C. UPON DISSOLUTION OF THE CORPORATION OR THE WINDING UP OF ITS
AFFAIRS, THE ASSETS OF THE CORPORATION SHALL BE DISTRIBUTED
EXCLUSIVELY TO CHARITABLE ORGANIZATIONS WHICH WOULD THEN
QUALIFY UNDER THE PROVISIONS OF SECTION 501 (c) (3) OF THE
INTERNAL REVENUE CODE AND ITS REGULATIONS AS THEY NOW EXIST
OR AS THEY MAY HEREAFTER BE AMENDED.
ARTICLE FIVE - MEMBERS
THE CORPORATION SHALL HAVE NO VOTING MEMBERS OTHER THAN THE BOARD
OF DIRECTORS.
ARTICLE SIX - INITIAL REGISTERED OFFICE AND AGENT
THE STREET ADDRESS OF THE INITIAL REGISTERED OFFICE OF THE
CORPORATION IS 4718 LINDEN, BELLAIRE, TEXAS 77401, AND THE NAME OF
ITS INITIAL REGISTERED AGENT AT SUCH ADDRESS IS MARY ANN BOARD.
ARTICLE SEVEN - DIRECTORS
THE NUMBER OF DIRECTORS CONSTITUTING THE INITIAL BOARD OF DIRECTORS
OF THE CORPORATION IS THREE (3), AND THE NAMES AND ADDRESS OF THOSE
PEOPLE WHO ARE TO SERVE AS THE INITIAL DIRECTORS ARE:
NAME
ADDRESS
MARY ANN BOARD
4718 LINDEN
BELLAIRE, TEXAS 77401
WENDY WILKINSON
2001 HOLCOMBE # 1303
HOUSTON, TEXAS 77030
JOYCE FRIEDEN
3634 N. BRAESWOOD BLVD.
HOUSTON, TEXAS 77025
ARTICLE EIGHT - INDEMNIFICATION
ATTENDANT SERVICES OF HOUSTON MAY PROVIDE INDEMNIFICATION OF
DIRECTORS, OFFICERS AND/OR STAFF MEMBERS FOR EXPENSES AND COSTS
INCURRED BY ANY SUCH INDIVIDUAL IN CONNECTION WITH ANY CLAIM
ASSERTED AGAINST SUCH A PERSON, BY ACTION IN COURT OR OTHERWISE, BY
VIRTUE OF THE POSITION HELD AS DIRECTOR, OFFICER, OR STAFF MEMBER
OF ATTENDANT SERVICES OF HOUSTON. THE CORPORATION SHALL HAVE THE
POWER TO PURCHASE OR MAINTAIN AT ITS COST AND EXPENSE INSURANCE ON
BEHALF OF SUCH PERSONS TO THE FULLEST EXTENT PERMITTED BY THESE
ARTICLES AND APPLICABLE STATE LAW.
ARTICLE NINE - LIMITATION ON SCOPE OF LIABILITY
NO DIRECTOR SHALL BE LIABLE TO THE CORPORATION FOR MONETARY DAMAGES
FOR AN ACT OR OMISSION IN THE DIRECTOR'S CAPACITY AS A DIRECTOR OF
THE CORPORATION, EXCEPT AND ONLY FOR THE FOLLOWING:
A. A BREACH OF THE DIRECTOR'S DUTY OF LOYALTY TO THE
CORPORATION;
B. AN ACT OR OMISSION NOT IN GOOD FAITH BY THE DIRECTOR OR AN
ACT OR OMISSION THAT INVOLVES INTENTIONAL MISCONDUCT OR
KNOWING VIOLATION OF THE LAW BY THE DIRECTOR;
C. A TRANSACTION FROM WHICH THE DIRECTOR GAINED ANY IMPROPER
BENEFIT WHETHER OR NOT SUCH BENEFIT RESULTED FROM AN ACTION
TAKEN WITHIN THE SCOPE OF THE DIRECTOR'S OFFICE; OR
D. AN ACT OR OMISSION BY THE DIRECTOR FOR WHICH LIABILITY IS
EXPRESSLY PROVIDED FOR BY STATUTE.
ARTICLE TEN - INCORPORATORS
THE NAMES AND STREET ADDRESSES OF THE INCORPORATORS ARE:
NAME
ADDRESS
MARY ANN BOARD
4718 LINDEN
BELLAIRE, TEXAS 77401
WENDY WILKINSON
2001 HOLCOMBE # 1303
HOUSTON, TEXAS 77030
JOYCE FRIEDEN
3634 N. BRAESWOOD BLVD.
HOUSTON, TEXAS 77025
IN WITNESS WHEREOF, I HEREUNTO SET MY HAND, THIS
DAY OF
/ 199 4
MARY ANN BOARD
SWORN TO AND SUBSCRIBED BEFORE ME, A NOTARY PUBLIC, ON THIS THE
DAY OF
1 199 #
NOTARY PUBLIC IN AND FOR
COUNTY, TEXAS
MY COMMISSION EXPIRES:
IN WITNESS WHEREOF, I HEREUNTO SET MY HAND, THIS
DAY OF
, 199
WENDY WILKINSON
SWORN TO AND SUBSCRIBED BEFORE ME, A NOTARY PUBLIC, ON THIS THE
DAY OF
, 199 .
NOTARY PUBLIC IN AND FOR
COUNTY, TEXAS
MY COMMISSION EXPIRES:
IN WITNESS WHEREOF, I HEREUNTO SET MY HAND, THIS
DAY OF
# 199 .
JOYCE FRIEDEN
SWORN TO AND SUBSCRIBED BEFORE ME, A NOTARY PUBLIC, ON THIS THE
DAY OF
, 199 5
NOTARY PUBLIC IN AND FOR
COUNTY, TEXAS
MY COMMISSION EXPIRES:
BYLAWS OF
THE INSTITUTE FOR REHABILITATION AND RESEARCH
ARTICLE I
PURPOSES
The purposes of this corporation shall be:
a.
The provision of comprehensive rehabilitation services that are individual-
ized, coordinated, and multi-disciplinary to assist persons with severe
physical impairments caused by illness or injury. The objective of these
services is to provide medical care and other restorative services to such
persons and assist them to live independently and to function productively
within their communities in a maximum state of health and according to
each person's capabilities and opportunities. The diversified programs of
the Institution represent a balanced combination of patient service, research
and education. Each of these activities is deemed to be essential and to
enhance the quality of each other activity.
b.
Seeking, through patient services, to help severely physically impaired
persons achieve maximum physical, mental, vocational, and social
functioning in daily life consistent with their age, circumstance and
endowments.
C. Seeking, through education, to disseminate useful knowledge about rehabilita-
tion and disability to patients, families, the staff of the Institutions, staff of
other organizations and agencies, students, sponsors of our work, and the
public.
d. Striving, through research, to understand the causes and consequences of
disability; to develop concepts, methods and treatment procedures and techno-
logy that prevent medical complications and minimize disability and its
effects; and to evaluate and improve service delivery based upon the results
of our care.
ARTICLE II
MEMBERS
Section 1. Qualifications. Membership in this corporation shall be limited
to and shall consist of those persons who, from time to time at the time, are members of
the Board of Trustees of this Corporation, together with such other persons who have been
sponsored by at least two members of the Board of Trustees and who signify their consent
in writing to become members of this corporation.
The Board of Trustees shall have two ex officio members, the President of the Medical
Staff and the Director of Rehabilitation Services. Ex officio members may participate in
discussions and deliberations of the Board of Trustees but shall not have the right to vote.
Section 2. Regular Meetings. The annual meeting of the members shall be held
at a suitable place in Houston, Texas, to be designated in the notice and call for the
meeting, on the second Wednesday of June in each year, or at the earliest practicable
date thereafter, upon due notice. Any member in good standing shall be entitled to vote
- 2 -
on any matter that may properly come before a meeting of the members.
Section 3. Special Meetings. Special meetings of the members may be called by
the Chairman (or in his absence by the Vice Chairman), or by any two members, at any
time, stating the purpose in the notice.
Section 4. Notice. Written or printed notice stating the place, day and hour
of each meeting of members and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than five (5) nor more than thirty (30)
days before the date of the meeting, either personally or by mail, to each member entitled
to vote at such meeting.
Section 5. Quorum. One-third or more of the members entitled to vote thereat
and present in person or by proxy, shall constitute a quorum. Except as otherwise required
by law, the articles of incorporation or these bylaws, the act of a majority of the members at
any meeting at which a quorum is present shall be the act of the meeting. The members
present at any meeting, though less than a quorum, may adjourn the meeting to a time
certain, and any business may be transacted at the reconvened meeting that could have
been transacted at the original meeting. No notice of adjournment, other than the announce-
ment at the meeting, need by given.
Section 6. Proxies. At all meetings of members, a member may vote either in
person or by proxy executed in writing by the member or his duly authorized attorney in
fact. Such proxies shall be filed with the Secretary of the corporation before or at the
time of the meeting. No proxy shall be valid after eleven (II) months from the date of
its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless
expressly provided therein to be irrevocable or unless otherwise made irrevocable by law.
- 3 -
Section 7. Officers. The Chairman shall preside at and the Secretary shall keep
the records of each meeting of members, and in the absence of either such officer, his
duties shall be performed by some person appointed by the meeting.
Section 8. List of Members. A complete list of members entitled to vote at each
members' meeting, arranged in alphabetical order, shall be prepared by the Secretary and
be available for inspection by any member at such meeting and at all times during such
meeting be subject to inspection by any member.
Section 9. Action Without Meeting. Any action required by law to be taken at
a meeting of members of the corporation, or any action which may be taken at a meeting
of the members thereof, may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all of the members entitled to vote with respect to
the subject matter thereof. Such consent shall have the same force and effect as a unanimous
vote of members, and may be stated as such in any articles or documents filed with the
Secretary of State.
ARTICLE III
BOARD OF TRUSTEES
Section 1. Qualifications, Number, and Term of Office. The business and
property of the corporation shall be managed and controlled by the Board of Trustees,
and subject to the restrictions imposed by law, by the articles of incorporation, or by
these bylaws, they may exercise all the powers of the corporation. Trustees shall be at least
21 years of age and shall serve without financial remuneration. They shall have demonstrated
an interest in the welfare of physically handicapped persons and in furthering the objectives
of the corporation. Trustees need not be residents of Texas.
- 4 -
The initial Board of Trustees shall consist of three Trustees, but the number of
Trustees may be increased or decreased from time to time by vote of the Trustees, provided
that the number of Trustees shall never be less than three (3)
Each Trustee shall hold office for a term of one year or until his successor shall
have been elected and qualified. Election shall take place at the time of the Annual
Meeting of the corporation. Any Trustee may be removed from office, with or without
cause, by a majority vote of the members at any meeting at which a quorum of members
is present.
Any vacancy occurring in the Board of Trustees may be filled by the affirmative
vote of a majority of the remaining Trustees though less than a quorum of the Board of
Trustees. A Trustee elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. In case of any increase in the number of Trustees the additional
Trustees shall be elected at an annual meeting or at a special meeting of members called
for that purpose.
Section 2. Meeting of Trustees. The Trustees may hold their meetings and may
have an office and keep the books of the corporation, except as otherwise provided by
statute, in such place or places in the State of Texas, or outside the State of Texas, as the
Board of Trustees may from time to time determine.
Section 3. First Meeting. Each newly elected Board of Trustees may hold its
first meeting for the purpose of organization and the transaction of business, if a quorum
is present, immediately after and at the same place as the annual meeting of the members,
and no notice of such meeting shall be necessary.
- 5 -
Section 4. Election of Officers. At the first meeting of the Board of Trustees in
each year at which a quorum shall be present, held next after the annual meeting of
members, the Board of Trustees shall proceed to the election of the officers of the
corporation.
Section 5. Regular Meetings. Regular meetings of the Board of Trustees shall be
held at such times and places as shall be designated from time to time by resolution of the
Board of Trustees. Notice of such regular meetings shall not be required. In no event
shall there be fewer than four meetings per year, and one per quarter.
Section 6. Special Meetings. Special meetings of the Board of Trustees shall be
held whenever called by the Chairman, a Vice-Chairman or by a majority of the Trustees
for the time being in office.
Section 7. Notice. The Secretary shall give notice of each special meeting at least
five (5) days before the meeting if by mail, and at least two (2) days before the meeting
if in person or by telephone or telegraph, to each Trustee. The attendance of a Trustee
at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee
attends a meeting for the express purpose of objecting to the transaction of any business on
the grounds that the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the Board of Trustees
need be specified in the notice or waiver of notice of such meeting.
At any meeting at which every Trustee shall be present, even though without any
notice, any business may be transacted.
Section 8. Quorum. One-third or more of the Trustees fixed by these bylaws
shall constitute a quorum for the transaction of business, but if at any meeting of the
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Board of Trustees there be less than quorum present, a majority of those present or any
Trustee solely present may adjourn the meeting from time to time without further notice.
The act of a majority of the Trustees present at a meeting at which a quorum is in atten-
dance shall be the act of the Board of Trustees, unless the act of a greater number is required
by the articles of incorporation or by these bylaws.
Section 9. Order of Business. At meetings of the Board of Trustees, business
shall be transacted in such order as from time to time the Board may determine.
At all meetings of the Board of Trustees, the Chairman of the Board shall preside,
and in the absence of the Chairman, a chairman shall be chosen by the Board from among
the Trustees present.
The Secretary of the corporation shall act as secretary of the meetings of the
Board of Trustees, but in the absence of the Secretary, the presiding officer may appoint
any person to act as secretary of the meeting.
Section 10. Parliamentary Procedure. All meetings shall be conducted according
to the latest revised "Robert's Rules of Order."
Section II. Attendance Requirements. Each Trustee shall be required to attend a
minimum of 50% of the following:
a. The regularly scheduled standing committee meeting of the committee to
which the trustee is assigned or;
b. The regularly scheduled Board meetings and;
C. The regularly scheduled education and orientation programs provided from
time to time by the President;
annually, and unless the obsence is excused by the Secretary, in advance of the meeting,
noncompliance with this requirement will result in removal from Board membership, and
- 7 -
notification of the removal shall be made by the Secretary.
Section 12. Presumption of Assent. A Trustee of the corporation who is present
at a meeting of the Board of Trustees at which action on any corporate matter is taken
shall be presumed to have assented to the action unless his dissent shall be entered in
the minutes of the meeting before the adjournment thereof or shall forward such dissent
by registered mail to the Secretary of the corporation immediately after the adjournment
of the meeting. Such right to dissent shall not apply to a Trustee who voted in favor of
such action.
Section 13. Action Without Meeting. Any action permitted, or required by law,
-
these bylaws or by the articles of incorporation of the corporation, to be taken at a meeting
of the Board of Trustees or any Executive Committee may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all the members of the
Board of Trustees or Executive Committee, as the case may be. Such consent shall have
the same force and effect as a unanimous vote at a meeting, and may be stated as such in
any document or instrument filed with the Secretary of State.
Section 14. Prohibited Transactions. Under no circumstances shall the Trustees
I
ever:
a. Lend any part of the corporation assets to;
b.
Pay compensation, other than that set forth in paragraph numbered 6 of the
Charter of the corporation, to;
C. Make any services, benefits or facilities of the Institute available on a
preferential basis, to;
- 8 - -
d. Purchase any securities or other property for other than adequate consideration
in money or money's worth from;
e. Sell any securities or other property for other than adequate consideration
in money or money's worth, to; or
f.
Engage in any other transaction which diverts any part of the corporate
assets, to; any person, association or corporation who has contributed
property or money to the Institute.
Section 15. Conflict of Interest. Members of the Board of Trustees individually or
through the enterprises they represent may not enter into a business relationship with the
corporation to the exclusion of others, unless such relationship offers the corporation the
best price advantage for the product or service rendered; nevertheless, no such relationship
shall create a conflict of interest.
Section 16. Review of Bylaws. These bylaws shall be reviewed biannually by
the Executive Committee. All recommendations for amendments which the Executive
Committee has agreed to shall be voted upon by the Board of Trustees.
ARTICLE IV
COMMITTEES OF THE BOARD OF TRUSTEES
Section 1. Special and Standing Committees. The Board of Trustees shall establish
both standing and special committees. The standing committes shall be the:
a. Executive Committee
b. Planning Committee
C. Nominating Committee
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Special committees may be established by action of the Board of Trustees at any
meeting.
Section 2. Executive Committee. The Chairman of the Board, Secretary, President
and other members of the Board, as the Board selects, shall be members of the Executive
Committee. The Chairman of the Board shall be Chairman of the Executive Committee.
The Executive Committee shall have all the authority of the Board of Trustees in the
business and affairs of the corporation except where action of the Board is required by law.
No delegation of authority to the Executive Committee by the Board of Trustees shall operate
to relieve the Board or any of its members of any responsibility imposed upon the Board or its
members by operation of law.
Section 3. Planning Committee. The Treasurer, President, Chairman of the Board
and other members of the Board, as the Board selects, shall be members of the Planning
Committee. The Treasurer shall be Chairman of the Planning Committee. The President
of the Medical Staff, or his delegate, shall serve as an ex officio member of the Planning
Committee.
The Planning Committee is responsible for developing an overall plan for the corpora-
tion's affairs. The plan shall include the proposed operating budget, which shall be voted
upon by the Board of Trustees annually, and a three year capital expenditure plan identify-
ing any expense in excess of $100,000.00. The Planning Committee shall coordinate
efforts to obtain certificates of need for said capital expenses.
The Planning Committee shall report to the Board, annually, in the last quarter
of each fiscal year.
Section 4. Nominating Committee, The Nominating Committee shall have the
duty of nominating candidates to be voted upon in electing officers and members of the
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Board of Trustees. The Nominating Committee shall report at the annual meeting of the
corporation and at other meetings when vacancies are to be filled.
ARTICLE V
MEDICAL STAFF
Section 1. Authority Delegated To The Medical Staff. The Board of Trustees
shall assign to the Medical Staff the authority reasonably necessary for insuring appropriate
professional care to the Institution's patients, consistent with the responsibility and obliga-
tion of the Board of Trustees for the functioning of the corporation.
The Medical Staff is responsible for the conduct of reviews and appraisals of the
quality of care rendered to patients. An annual report of the result of such review and
appraisal shall be made to the Board of Trustees.
The Medical Staff shall make recommendations to the Board of Trustees with
respect to: appointments, reappointments and discipline of the Medical Staff; granting or modi-
fying clinical privileges; matters relating to the professional competence of the Medical
Staff; and such other matters as may be referred to the Medical Staff by the Board of Trustees.
Section 2. Medical Staff Bylaws. The Medical Staff shall prepare their rules,
regulations and bylaws. Said document shall be presented to the Board for review and
action. The Board of Trustees has complete authority to modify, reject or approve, or add
to any provision of said document. The Board of Trustees shall insure that the bylaws,
rules and regulations of the Medical Staff contain due process for all applicants to the
Medical Staff.
Section 3. Appointments and Hearings. All appointments to the Medical Staff
shall be made by the Board of Trustees. All applications shall be in writing and addressed
- II -
to the President. Applicants must provide all requested information which shall be
verified by the appropriate committee of the Medical Staff. Reappointments will be
made without formal application. All appointments shall be for one year.
The following procedure shall be employed in cases where either an initial
application, or reapplication to the Medical Staff, or any disciplinary action by the
Medical Staff has been appealed to the Board of Trustees, as described in the bylaws
of the Medical Staff:
a. The Board of Trustees shall select a committee. The committee shall
schedule a date for presentation of arguments by the petitioner and the
President of the Medical Staff, or his delegate, Arguments may be oral,
though written arguments are preferred. Transcripts of oral arguments
shall be prepared. Legal counsel may be used by either party.
b. The committee shall review the prior record and consider oral and written
arguments. The committee shall determine if the initial decision was
arbitrary, capricious, or inequitable. The committee may recommend
affirmance, reversal or modifications of the decision to the Board of
Trustees. The recommendation shall be in the form of a written request
to the Board.
C.
If the Petitioner or the President of the Medical Staff is not satisfied
with a decision by the Board of Trustees, there shall be a review of
that decision by a Joint Committee.
Notice of appeal to the Joint Committee shall be filed with the Chairman
of the Board of Trustees within fourteen days after receipt of the ruling.
- I2 -
Notice must be by certified mail, return receipt requested.
d. The Joint Committee shall be composed of the Chairman of the Board of
Trustees, the Secretary of the corporation, three other members of the
Board and an equal number of persons from the Medical Staff (excluding
the President of the Medical Staff or his delegate, who had acted as an
advocate for the Medical Staff in prior hearings).
e. The Joint Committee shall review the record of all prior hearings and
shall receive a written argument based thereon. If it wishes, or upon
motion, it may receive oral arguments.
f. The Joint Committee may affirm, modify or reverse any decision made at
any prior hearing, if such decision was capricious, arbitrary or inequitable
Its findings are conclusive and not reviewable. The decision of the Joint
Committee shall be by majority vote. Should there be a tie vote, the
decision of the Board of Trustees shall prevail.
ARTICLE VI
OFFICERS AND DIRECTORS
Section 1. Number, Titles and Term of Office of Officers. The officers of the
corporation shall be a Chairman of the Board, a Vice Chairman, a. President, one or more
Vice Presidents, a Treasurer, a Secretary, and such other officers as the Board of Trustees
may from time to time to time elect or appoint. Each officer shall hold office until his
successor shall have been duly elected and qualified or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided. One person may hold more than
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one office, except that the President shall not hold the office of Secretary. None of the
officers need be a Trustee.
Section 2. Removal. Any officer or agent elected or appointed by the Board of
Trustees may be removed by the Board of Trustees whenever in its judgment the best
interests of the corporation will be served thereby.
Section 3. Vacancies. A vacancy in the office of any officer may be filled by
vote of a majority of the Trustees for the unexpired portion of the term.
Section 4. Chairman of the Baord. The Chairman shall preside at all meetings
of the Board. He shall, subject to law or resolution by Board, be able to enter into
contracts or other obligations in the name of the corporation.
Section 5. Vice Chairman of the Board. The Vice-Chairman shall act as Chairman,
in the absence of the Chairman.
Section 6. The President. The President shall be the Chief Executive Officer of
the corporation. He shall be appointed annually by the Board of Trustees. The Board of
Trustees of Baylor College of Medicine shall ratify the initial appointment as described
in the "Affiliation Agreement between the Trustees of Baylor University and the Trustees
of the Texas Institute for Rehabilitation and Research located in the City of Houston and
Harris County, Texas."
The President is continuously responsible for the management of the corporation,
its properties and operation in the ordinary course of institutional activities. The President
shall have all powers with respect to such properties and operations as are reasonably
incident to such responsibility. The President is responsible for the full, fair and non-
discriminatory application and implementation of policy established by the Board.
- 14 -
The President, with the assistance of the President of the Medical Staff, shall insure that
both the Medical Staff and the Board are aware, cognizant and informed of the decisions of the
other. The President is therefore responsible for attending the meetings of the Board and
appropriate meetings of the Medical Staff.
The President shall provide, from time, to time, orientation and education of the
members of the Board as to the purposes and programs of the corporation.
The President has the power to organize the administrative functions of the
corporation and delegate to appropriate persons such of his authority as is necessary.
However, at no time may the President delegate the authority to enter into contracts,
except vendor contracts, or enter into other obligations in the name of the corporation.
In the event that the President does delegate authority, the President shall insure that
formal means of accountability to him shall exist. The President, or his representative,
shall attend divisional or interdivisional meetings, as appropriate. Copies of the minutes
of said meetings shall be sent to him. The President, with the consent of the Medical
Staff, shall name representatives of divisions to appropriate committees of the Medical Staff.
As laws, regulations and practices of the federal, state and local government
affect the activities of the corporation, the President, or his delegate, shall monitor these
entities and shall inform the corporation and Medical Staff of substantial development therein.
Section 7. Vice-Presidents. In the absence of the President or in the event of
his inability or refusal to act, the Vice-President shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the restrictions upon
the President. The Vice-President shall perform such other duties and have such other
powers as the Board of Trustees may from time to time prescribe.
- 15 -
Section 8. Treasurer. The Treasurer (and in his absence, any duly elected or
appointed Assistant Treasurer) shall supervise the management and handling of all the
funds and securities of the corporation. Whenever required by the Board of Trustees,
he shall render a statement of the cash account; he shall enter or cause to be entered
regularly in the books of the corporation full and accurate accounts of all monies received and
paid out on account of the corporation; he shall perform all acts incident to the position of
treasurer subject to the control of the Board of Trustees; he shall, if required by the Board
of Trustees, give such bond for the faithful discharge of his duties in such form as the Board
of Trustees may require.
Section 9. Secretary. The Secretary (or in his absence, any duly elected or
appointed Assistant Secretary) shall take and keep the minutes of all meetings of the Board
of Trustees and the minutes of all meetings of the members, in books provided for that
purpose; he shall attend to the giving and serving of all notices; he may sign with the
President in the name of the corporation, all contracts of the corporation and affix the
seal of the corporation thereto; he shall have charge of such other books and papers as the
Board of Trustees may direct, all of which shall at all reasonable times be open to inspection
by any Trustee upon application at the office of the corporation during business hours, and
he shall in general perform all duties incident to the office of Secretary, subject to the
control of the Board of Trustees.
Section 10. Directors. The President shall appoint, and the Board of Trustees
shall ratify, Directors, to manage the ordinary institutional activities of the corporation.
Directors are subject to the direction and control of the President.
Directors shall manage the following operational functions of the corporation:
- 16 -
a.
The provision, scope and extent of rehabilitation services offered to
patients within the personnel and financial means available;
b.
The establishment, resourcing and coordination of research programs
appropriate to the solution of the rehabilitation problems of the patients;
C.
The establishment, operation and facilitation of educational services to
the staff of the corporation and other facilities, and the students and
graduates of other affiliated educational institutions;
d.
The organization of administrative, fiscal, plant, contractural and other
service needs of the corporation;
e.
Jointly, the planning of new programs and evaluation of the effectiveness
of existing programs and supporting activities and such other functions as
designated by the President and ratified by the Board of Trustees.
ARTICLE VII
AUXILIARY ORGANIZATIONS
The Board of Trustees may, from time to time, authorize the establishment of
auxiliary organizations which will serve the interest and advancement of the corporation
and its objectives. Such auxiliary organizations shall operate within their own bylaws
as approved by the corporation's board of trustees. In the absence of the existence of their
own bylaws, they shall operate as provided by the Board.
- 17 -
ARTICLE VIII
INDEMNIFICATION
(A) The corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a trustee, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation
as a trustee, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
(B) The corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the fact that he is
or was a trustee, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a trustee, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses (including attorneys'
fee) actually and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation provided however, that no indem-
- 18 -
nification shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation except to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which such court shall deem proper.
(C) The termination of any action, suit or proceeding by judgement, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
(D) Expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid by the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the trustee, officer, employee
or agent to repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the corporation as authorized in this section.
(E) Indemnification hereunder shall be made only upon a determination in the
specific case that indemnification is proper under the substantive standards established
hereunder. Such determination shall be made (I) by the board of trustees by a majority
vote of a quorum consisting of trustees who were not parties to such action, suit or pro-
ceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested trustees so directs, by independent legal counsel in a written opinion, or
(3) by the members.
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(F) The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a trustee, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a trustee, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such capacity or arising out
of his status as such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this section.
ARTICLE IX
DISSOLUTION
In the event of the dissolution of the corporation by lapse of time or otherwise,
when it has the ownership of, or is entitled to ownership of any funds of property or rights
thereto shall not be transferred to private ownership, but shall be charged with a charitable,
scientific or educational public trust and shall be thereafter administered and applied to
public charitable, scientific and/or educational purposes by Trustee or Trustees to be
appointed pursuant to law by a court of competent jurisdiction upon suitable proceedings
brought for the purposes.
ARTICLE X
AMENDMENTS
These bylaws may be altered, amended or repealed by the affirmative vote of a
majority of the members at any annual meeting, or at any special meeting if notice of the
proposed amendment be contained in the notice of said special meeting, or by the
- 20 -
affirmative vote of a majority of the full Board of Trustees at any regular or special meeting,
provided notice of said proposed amendment be contained in the notice of the meeting;
provided, however, that no amendment, alteration or repeal of Article II Section 5 or
Article IX hereof shall ever be made, said provisions being contractual in nature.
- 21 -
Amended and approved by the Board of Trustees of the Texas Institute
for Rehabilitation and Research on March 14, 1978.
Chairman Charles I hnarz R. Rathbun Jun Secretary Sam W. Levy Peeg
William h Space
William A. Spencer, M.D.
President
TEXAS MEDICAL POLITICAL ACTION COMMITTEE
OPERATING RULES
ARTICLE I
NAME AND DEFINITION
The Texas Medical Political Action Committee, hereinafter referred to as TEXPAC (an
acronym), is a voluntary, nonprofit, unincorporated committee of individual physicians,
and others, and is not affiliated with any political party.
ARTICLE II
PURPOSES
The Purposes of the TEXAS MEDICAL POLITICAL ACTION COMMITTEE are:
1.
To elect to the United States Congress and Texas Legislature, judicial and
executive branches, candidates who support good health and medical
legislation.
2.
To encourage and to strive for the improvement of government by
encouraging and stimulating physicians and others to take a more active
and effective part in governmental affairs.
3.
To encourage physicians and others to understand the nature and actions
of their government as to important political issues and as to political
records, officeholders, and candidates for public office.
4.
To assist physicians and others in organizing themselves for more effective
political action and in carrying out their responsibilities of being good
citizens.
5.
To uphold the tradition of individual liberty and support of the rights
guaranteed by the Constitution.
ARTICLE III
MEMBERSHIP AND CONTRIBUTIONS
Section 1. Members:
Memberships shall be available to any physician, his/her spouse, members of
their immediate family, and others.
2
Section 2. Candidates for Membership:
Candidates for membership shall be subject to approval by the TEXPAC Board
of Directors.
Section 3. Contributions:
The categories and amounts of contributions shall be subject to the approval of
the Board of Directors.
Contributions shall be disbursed at the discretion of the Board of Directors.
ARTICLE IV
TEXPAC BOARD OF DIRECTORS
Section 1. Duties:
The Board of Trustees of the Texas Medical Association shall provide general
policy and operational supervision of the TEXPAC Board of Directors, which
shall develop and conduct programs of political action. The members shall serve
without compensation.
Section 2. Composition:
The Board of Directors shall consist of a physician from each Texas US
Congressional District in Texas, four members of the Texas Medical
Association's Auxiliary, one medical student, and one resident physician.
Section 3. Selection and Term of Office:
The members of the Board of Directors shall be appointed by the Board of
Trustees of the Texas Medical Association (TMA).
All members shall be appointed for a term of two (2) years.
Terms of office begin January 1 of the year following a national general election.
Vacancies created by the death, disability or resignation of a member shall be
filled by appointment for the balance of the vacated term.
The attendance and performance of members shall be continually reviewed by
the Board of Directors Executive Committee, and it shall be responsible for
reporting this information to the Board of Trustees of the Texas Medical
Association. The TMA Board of Trustees shall have the authority to drop
members because of unsatisfactory attendance or performance, and to appoint a
new member for the balance of the unexpired term.
3
No member of the Board of Directors shall serve more than ten (10) years.
ARTICLE V
OFFICERS - EXECUTIVE COMMITTEE
Section 1. Designations, Election - Terms:
The officers of the Board of Directors shall be a Chairman, Chairman-Elect,
Secretary and Treasurer. The Chairman, Chairman-Elect, and Secretary shall be
elected by the Board of Directors from among the members of the Board of
Directors at its Interim Session meeting, following a national general election,
and shall serve a term of two (2) years. None of these officers shall serve for
more than one (1) term in the same position. The Director of the TMA
Political Education Department shall serve as Treasurer of TEXPAC.
Section 2. Officers:
The Chairman shall be the principal officer of the Board of Directors and shall
be an ex-officio member of all committees. He/she shall preside at meetings of
the Board of Directors. He/she shall appoint all chairmen and members of
committees, subject to the approval of the Board of Directors.
The Chairman-Elect shall be a member of the Board of Directors and shall act
as Chairman in the absence of the Chairman, and when so acting shall have the
authority of the Chairman.
The Secretary shall keep a record of all meetings of the Board of Directors and
shall perform such duties as are customarily performed by the Secretary of a
committee or as shall be prescribed by the Board of Directors.
The Treasurer shall be the custodian of all funds. He/she shall collect all
contribution and other funds. He/she shall disburse all moneys of the
committees in accordance with the instructions of the Board of Directors or its
appropriate committee. He/she shall keep full and accurate accounts, shall
present financial statements , and shall prepare, sign, and file all reports to
governmental authorities required by law. The Treasurer shall give bond in such
sum as may be fixed by the Board of Directors, the premium on such bond to
be paid by the Texas Medical Association.
Section 3. Executive Committee:
The Executive Committee shall consist of the elected officers of the Board of
Directors, the immediate-past Chairman, and three additional Board members
elected by the Board of Directors for a two-year term following a national
4
general election. The Executive Committee shall have the power to transact all
regular business during the interim between the meetings of the Board of
Directors; provided, that any action which may take shall not conflict with the
policies and expressed wishes of the Board of Directors. It shall refer all
matters of major importance to the Board of Directors.
ARTICLE VI
DISTRICT CHAIRMEN AND VICE-CHAIRMEN:
CHAIRMEN OF COUNTY MEDICAL SOCIETIES
Section 1. District Chairmen:
Members of the Board of Directors shall also serve as Chairmen of their
Congressional Districts and shall be responsible for implementing programs in
their respective Districts.
Section 2. Vice Chairmen:
Thirty days subsequent to their appointment, Board members serving as District
Chairmen shall appoint one or more District Vice-Chairmen. The Vice-
Chairmen shall assist their District Chairmen as requested and shall be invited to
attend all meetings of the Board of Directors. In the absence of a District
Chairman, his/her Vice Chairman shall be entitled to vote for him/her.
No individual shall be appointed sole District Vice Chairman who has previously
served a full tenure as District Chairman, as outlined in Article IV, Section 3.
Section 3. Chairmen of County Medical Societies:
The President of each TMA county medical society shall be asked to biennially
appoint one physician to serve as Texas Medical Political Action Committee
Chairman for his/her county medical society. These chairmen will be responsible
for implementing programs at the local level and for communicating pertinent
information to the Board of Directors. They will be responsible to, and report
to their District Chairmen.
County Chairmen will meet at least once annually to receive and exchange
information on the TEXPAC programs.
ARTICLE VII
MEETINGS
Section 1. Regular Meetings:
The Board of Directors shall meet at least three time each year, including an
5
annual meeting to be held in conjunction with the Texas Medical Association's
Winter Conference. Elections of officers of the Board of Directors shall be held
biennially following a national general election during the meeting scheduled in
conjunction with the TMA Interim Session.
Section 2. Special Meetings:
Special meetings of the Board of Directors shall be called by the Chairman on
his/her own initiative or upon the written request of seven (7) members of the
Board of Directors.
Section 3. Quorum:
Fifteen members shall constitute a quorum for transacting business.
ARTICLE VIII
COMMITTEES
The Texas Medical Political Action Committee shall have such standing and special
committees as the Board of Directors determines are necessary and desirable for
carrying out its purposes and objectives. The chairman and all other members of such
committees, shall be appointed by the Chairman of the Board of Directors subject to
the approval of the Board of Directors.
Section 1. Standing Committees:
These committees shall meet at the discretion of their chairmen, normally at the
time of meetings of the Board of Directors.
The committee chairmen and committee members shall be appointed from and
among the District Chairmen, Auxiliary Representatives, Medical Student
Representative and Resident Physician Representative.
At each meeting of the Board of Directors, committee chairmen will submit for
approval reports of plans and activities.
A.
Organization. The committee shall continually review the structure of
Texas Medical Political Action Committee and recommend changes or
additions which will enable the organization to achieve its goals. Areas of
primary concern are the Operating Rules, the Board of Directors,
committees of the Board of Directors, and local PAC organizations.
B.
Membership. The committee shall conduct an annual membership
campaign to solicit members and contributions in support of TEXPAC's
Candidate Evaluation Committee political activities and objectives.
6
Specific responsibilities are to:
1.
Develop a membership plan, procedures and materials.
2.
Recruit the necessary leadership and other manpower.
3.
Maintain adequate records.
C.
Communications. The committee shall establish policies for and plan all
communications to physicians and the public. Specific areas of
responsibility include:
1.
Publications (e.g., newsletters) and other informational reports to
TMA members and contributors.
2.
News releases.
3.
Educational programs for county medical societies and auxiliaries,
and other groups.
The committee shall also maintain effective liaison with civic, medical and
political organizations.
D.
TEXPAC Candidate Evaluation Committee. The Committee shall
evaluate candidates and approve requests for contributions and
expenditures to/for candidate campaigns.
E.
Candidate Support Committee. The committee shall promote support of
candidates identified by the Candidate Evaluation Committee, by
encouraging TMA physician and Auxiliary members to become
temporarily involved as volunteers in selected candidates' campaigns.
The committee shall sponsor educational campaign seminars to train
potential volunteers and develop appropriate educational materials.
The Candidate Support Committee shall maintain liaison with the
Auxiliary Committee and shall recruit members of the Auxiliary
Committee to assist in accomplishing the objectives of the Candidate
Support Committee.
F.
Auxiliary Committee. This committee shall promote and encourage the
involvement of members of the Texas Medical Association Auxiliary in
medical political action. Its primary objectives are candidate support
activities and membership development at the state and local level.
The Chairman of this committee shall be appointed by the Chairman of
the Board of Directors from and among the Auxiliary Representatives
7
serving on the Board of Directors.
The committee shall consist of one auxiliary member from each of the
US Congressional Districts in Texas, and the four auxiliary representatives
to the Board of Directors.
Nominations for Auxiliary Committee members, excluding the four
Auxiliary representatives to the Board of Directors, shall be submitted by
the TMA Auxiliary President for consideration by the Board of Directors
at its biennial organizational meeting.
Members of the Auxiliary Committee shall have a close liaison with the
Candidate Support Committee and shall assist in accomplishing the
objectives of the Candidate Support Committee as requested by the
Candidate Support Committee Chairman. Auxiliary Committee members,
excluding Auxiliary representatives to the Board of Directors, shall not be
voting members of the Board of Directors.
Section 2. Special Committees:
Special committees shall meet and report as necessary.
Nominations. The committee shall consist of a Chairman and not less than
three other members, all of whom are members of the Board of Directors. The
committee shall present a nominating report biennially at the time of the Annual
Meeting following a national general election, and shall nominate the following:
1.
Chairman
2.
Chairman-Elect
3.
Secretary
4.
Three members to serve on the Executive Committee as members-
at-large.
ARTICLE IX
BRANCH PACS
Section 1. Definition:
Branch PACs shall be organized in those counties designated by the Board of
Directors. The Branch PACs shall serve as internal subsidiary committees of the
Board of Directors. The Branch PAC will be integral part of the TEXPAC
program to ensure statewide coordination of medical political action, thereby
improving the margin of success.
8
Section 2. Members:
Members of the Branch PAC are to be selected by local TEXPAC and county
medical society leaders. The number of physician and auxiliary members serving
on the Branch PAC will be determined by the Branch PAC. The TEXPAC
County Chairman appointed by the County Medical Society President will serve
as Chairman of the Branch PAC.
Section 3. Activities:
Activities of the Branch PAC shall complement the programs and objectives of
the Board of Directors, and shall conform to the policies established by the
Board of Directors. Active subcommittees are to be organized to conduct
membership, communications, candidate evaluation, candidate support, and
Auxiliary TEXPAC activities. Administrative assistance and funding of Branch
activities may be provided by the Board of Directors. Any recommendations
concerning financial support of a candidate for public office shall be referred to
the Candidate Evaluation Committee, where final determination shall be made.
No local bank account shall be established by Branch PACs. Designated
member contributions received by a Branch PAC shall be sent to the state office
for deposit.
ARTICLE X
BOOKS, RECORDS, AND FINANCES
Section 1. Books and Records:
The Board of Directors shall keep correct and complete books and records of
account. The books of account shall be audited at least once a year. The
auditor shall be named by the Texas Medical Association.
Section 2. Deposits:
Member contributions to TEXPAC shall be deposited to the credit of TEXPAC
in such banks or other depositories as the Board of Directors may select.
Section 3. Fiscal Year:
The fiscal year is January 1 - December 31.
ARTICLE XI
AMENDMENTS TO OPERATING RULES
These Operating Rules may be amended by affirmative vote of two-thirds of the
members of the Board of Directors subject to concurring approval by the TMA Board
of Trustees. Thirty (30) days prior written notice must be given of the intention to
9
amend the Operating Rules.
ARTICLE XII
REPORTS
Reports reflecting Texas Medical Political Action Committee organization and activities
shall be submitted to the Texas Medical Association Board of Trustees on a regular
basis and as requested by the Board of Trustees.
Amended May 16, 1980
Amended September 17, 1980
Amended January 30, 1981
Amended November 6, 1981
Amended May 9, 1984
Amended November 22, 1985
Amended July 29, 1986
AS:rsj-txpcstru\operrule
United Way
of the Texas Gulf Coast
MEMORANDUM
September 7, 1983
TO:
Mr. John Utsey, Chairman, Management Committee
FROM: Moe Paradis, Chairman, Long Range Planning Committee
On behalf of the Long Range Planning (LRP) Committee, I am transmitting
the following items for your Committee's review:
1) Recommended Mission Statement
2) Supporting Information to the Mission Statement
3) Listing of United Way Central Services As
Categorized by the LRP Committee
We would appreciate any comments and direction from your committee on
the above items. I can also be available for the September 30th meeting
should you feel it beneficial. Please let me know.
tit
William C. Roher, Chairman; John B. Utsey, President: Elizabeth L. Ghrist, Vice President: Carolyn Dineen Randall, Secretary: John D. Kirkland, Treasurer
1010 Waugh Drive P.O. Box 13668 Houston, Texas 77219 (713) 529-5913
UNITED WAY OF THE TEXAS GULF COAST
MISSION STATEMENT
The Mission of the United Way is to help meet the human service needs of Houston
and the Texas Gulf Coast through raising, allocating and monitoring the
use of voluntary contributions.
SUPPORTING INFORMATION
The Long Range Planning Committee has reached the conclusion that selection
and adoption of a Mission Statement involves a critical choice between two
significantly different alternative future courses of action for this United
Way.
One alternative is to focus on continuing and improving the traditional role
of the United Way while selectively supporting activities which go beyond
that role. The traditional role is taken to be raising and allocating voluntary
contributions and monitoring the use of those contributions. Additional
activities, under this alternative, would be undertaken to achieve specific
objectives rather than to fulfill the mission.
The second alternative is to become a "full service" United Way providing
additional services such as those described in the booklet "A Spirit of
Caring - United Way Initiatives" issued by the Long Range Strategic Planning
Division of the United Way of America. A "full service" mission thus would
include efforts to increase the effectiveness of service delivery by the
agencies in addition to those activities necessary to perform the traditional
role.
The Mission Statement recommended by the Long Range Planning Committee,
if adopted by the Board, would direct the efforts of the United Way of the
Texas Gulf Coast toward the first of these alternatives. Current and future
activities other than those required for raising, allocating and monitoring
the use of voluntary contributions would require separate specific justifica-
tion for inclusion in the budget as exceptions to the mission.
The Long Range Planning Committee is not recommending a rigid interpre-
tation of the activities related to the mission, nor is it suggesting that ac-
tivities which are exceptions to the mission are not important. It is recom-
mending that effort, costs and justification related to the mission be distin-
guished from those related to the exceptions. By doing this the United Way
staff and volunteers will be able to manage the process in such a way as
to achieve maximum cost effectiveness for both the mission related activities
and the exceptions. This, in turn, will provide a strong basis for communi-
cating the value of the United Way to contributors, beneficiaries and the
community at large.
-2-
The Committee recommends that the Board of Trustees establish separate tar-
get expenditure levels and budgets for the mission related activities and the
totality of the exceptions. In this way the distinction between the two types
of activities would be clearly identified. It is also recommended that the
Board examine the merits of each of the current exceptions and specifically
approve all future exceptions. This recommendation is not based on any
opinion by the Committee that the current exceptions are not justified but
rather the belief that a firm basis should be established for future actions.
The following are suggested by the Committee as factors to be considered in
evaluating exceptions:
Cost - Identified cost savings in agencies or through other means which
would result from provision of resources must exceed the budgeted
cost for providing resources by or through the United Way by a
substantial margin. Providing a resource to agencies which require
only marginal addition to capabilities already required by the
United Way, e.g. benefits program, is particularly likely to meet
this criterion.
Special significance in achieving United Way objectives -
Example: Viable agencies are critical to effective delivery of
services. Therefore it is possible that the most cost effective way
to provide a needed service is to help such an agency solve critical
problems. This management assistance would be an exception to the
mission statement but would be justified when defunding without
making such an effort would lead to more costly alternative funding
or would have a substantial adverse effect on the United Way.
The Committee has not tried to consider all criteria for justifying exceptions.
However, as these examples indicate, it is intended that the criteria be clear
and specific so that all concerned will understand the bases for selection and
the justification for the total expenditure for exceptions.
The Committee has categorized current activities as being primary to the
recommended mission or exceptions to that mission based on its understanding
of the purpose and content of the activities. The list of activities included
in each category is presented as a separate item in the total submission of
the Long Range Planning Committee. If the Board of Trustees adopts the re-
commended mission statement, it is recommended that categories be reviewed
by the United Way divisions. Any differences in interpretation should be
resolved with this committee. After agreement has been reached the re-
commended categories should be adopted by the Board as the basis for future
planning and budgeting.
The Long Range Planning Committee believes that adoption of the recommended
mission statement and categorization of the United Way activities into those
which are primary to the mission and those which are exceptions to the mission
will provide a sound basis for the next step in the long range planning pro-
cess, the establishment of goals and development of strategies for achieving
those goals.
Revised 9/83
UNITED WAY CENTRAL SERVICES
PAIR DIVISION
CAMPAIGN DIVISION
Allocation of Funds - P
Loaned Executive Training and Use - P
Monitoring of Agency Services - P
Solicitation Units by Industry - P
Service Analysis and Review - P
Area-wide Solicitation - P
Evaluations - P
Combined Federal Campaign - P
Priority Determination - P
Telemail Solicitation - P
Admissions/Grantees - P
Campaign Research - P
Beneficiary and Clientele Research - PS
Data Base Management - PS
Demographic Compilation - PS
Referral Agent Program - E
Information and Referral E
Resource File - PS
Administration of Service Centers - E
Executive Management Institutes - E
FINANCE AND ADMINISTRATION DIVISION
General Ledger and Payroll Functions - PS
Pledge Receivable Maintenance and Collections - PS
Agency Audit Reviews/Monitoring - P
Central Building Occupancy - PS
Word Processing - PS
Records (Data Base) - PS
Central Support Services - mail, duplicating,
Supplies - PS
Campaign Audit - P
Campaign Materials Management - P
Management and General - P
GOVERNMENT RELATIONS DIVISION
Lobbying with Legislative Bodies - E
Working with Agencies on Grants - E
Working with Government Offices - E
Benefits Department - - Internal - PS
External - E
Interaction with other Funding
Resources - P
DATA PROCESSING DEPARTMENT
Internal Data Processing - PS
External Data Processing - E
COMMUNICATIONS DEPARTMENT
Printing - Internal - PS
- External - E
Audio-Visual Productions - PS
P = Primary
Publications - PS
Media Relations - P
PS = Primary Support
E Exception
Agency Relations - E
Company Relations - P
Marketing Research - P
7/7/83
COALITION FOR BARRIER FREE LIVING/
HOUSTON CENTER FOR INDEPENDENT LIVING
PERSONNEL POLICIES
Revised March 1984
TABLE OF CONTENTS
Page
State ment of Purpose and Objectives
1
Statement of Administrative Responsibility
1
Section 1: Employment
2
1.01 Equal Employment Opportunity Statement
2
1.02 Recruitment
2
1.03 Affirmative Action Policy
2
1.04 Applications
2
1.05 Job Descriptions
3
1.06 Nepotism Policy
3
1.07 Non-paid Staff and Volunteers
3
1.08 Conflict of Interest
3
Section2: Employee Benefits
3
2.01 Group Medical and Life Insurance
3
2.02 Worker's Compensation
4
2.03 Professional Liability Coverage
5
Section 3: Compensation Plan and Payroll Administration
5
3.01 Salary Determination
5
3.02 Payment of Salary/Wages
5
3.03 Documentation of Hours/Days Worked
5
3.04 Salary/Wage Increases
6
3.05 Other Compensation
6
Section 4: Absence and Leave
7
4.01 Absence
7
4.02 Scheduling of Leave
8
4.03 Annual Leave
8
4.04 Sick Leave
8
4.05 Extended Sick Leave
9
4.06 Personal Leave
9
4.07 Educational Leave
9
4.08 Administrative Leave
10
CBFL/HCIL Personnel Policies
Revised March 1984
Table of Contents
Page ii
Section 4: Absence and Leave (cont.)
4.09 Maternity/Paternity Leave
10
4.10 Holidays
11
4.11 Military Leave
11
4.12 Jury or Witness Duty
11
4.13 Election Day/Voting
12
4.14 Leave Without Pay
12
4.15 Leave of Absence
12
Section 5: Conditions of Work
12
5.01 Hours of Work
12
5.02 Tardiness.
13
5.03 Breaks
13
5.04 Overtime
13
5.05 Exceptions
13
Section 6: Transfers and Separations
13
6.01 Transfers.
13
6.02 Separations
14
Section 7: Disciplinary Actions
14
7.01 Category A Violations
15
7.02 Category B Violations
15
7.03 Category C Violations
16
7.04 Disciplinary Procedures
16
7.05 Dismissal from Employment Resulting from
Employee Misconduct
17
7.06 Transfer in Lieu of Dismissal from Employment
18
7.07 Exit Interview
18
Section 8: Employee Probation
18
8.01 Automatic Probation
18
8.02 Administrative Probation
19
Section 9: Employee Grievance Procedures
20
9.01 Definitions
20
9.02 General Provisions of the Grievance Procedure
20
9.03 Formal Grievance Procedure
21
Section 10: Review of Employee Performance
22
CBFL/HCIL Personnel Policies
Revised March 1984
Table of Contents
Page iii
Section 11: Miscellaneous Policies and Procedures
23
11.01 Confidentiality of Personnel Files
23
11.02 Publications
24
11.03 Care of Equipment
24
11.04 Dress Code
24
11.05 General Meetings
24
11.06 Temporary Employees
24
Section 12: Review of CBFL/HCIL Personnel Policies
24
12.01 Review and Amendment of CBFL/HCIL Personnel Policies
24
12.02 Dissemination of CBFL/HCIL Personnel Policies
25
COALITION FOR BARRIER FREE LIVING/
HOUSTON CENTER FOR INDEPENDENT LIVING
PERSONNEL POLICIES
Revised March 1984
Statement of Purpose and 0b jective
The purpose of these policies for the administration of the personnel
of the Houston Center for Independent Living is to assure fairness
in the implementation of policies and procedures that govern the
management of personnel employed by the Houston Center for Independent
Living and to assure equal opportunity for all employees with respect to
employment, promotion, benefits and grievance. The objective of these
policy statements is to provide clear-cut guidance and direction with
respect to the personnel management and the decision-making process.
Following receipt and review of these policies and procedures all em-
ployees of the Houston Center for Independent Living should be fully
informed concerning their rights and benefits as HCIL employees and the
avenues available to them should they believe that they have been un-
fairly treated or discriminated against in any fashion. It is further
the objective of these policy statements to clarify the responsibilities
of the employee in carrying out the duties of his/her job and the poten-
tial consequences associated with failure to fulfill those responsibili-
ties.
Statement of Administrative Responsibility
The Director of the Houston Center for Independent Living, a service of
the Coalition for Barrier Free Living is responsible for administering
the written personnel policies which have been approved by the CBFL Board
of Directors. The Director of the Houston Center for Independent Living
is responsible for managing the activities of the Center in accordance
with the policies set forth by the CBFL Board of Directors. The adoption
of these personnel policies, including subsequent amendments, shall be
made by official action of the Board of Directors of CBFL, which assumes
the responsibility for periodic review of the policies and their admini-
istration. All CBFL/HCIL employees will receive a copy of the Personnel
Policies and duly adopted amendments and will be responsible for review-
ing the policies and submitting a signed statement indicating that they
have received and reviewed the Personnel Policy manual. For new employees
this statement must be received within three working days following com-
mencement of employment. Revisions to the Personnel Policies must be pro-
vided to current employees and a signed statement indicating receipt of
revisions must be received within five working days following distribution.
These signed statements will be maintained in the employees confidential
personnel files for the duration of their employment.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 2
Section 1: Employment
1.01 Equal- Employment Opportunity Statement
CBFL/HCIL does not discriminate against applicants for employment
based upon race, color, national origin, religion, gender, age,
or disability/handicap. Employment opportunities are available
to all qualified applicants on the basis of education, experience,
abilities, aptitudes, and interests and the appropriateness of
those qualifications with respect to the position for which applica-
tion is being made or considered. No otherwise qualified person
will be refused the opportunity to apply and be considered for a
position based upon any of the factors cited in the first sentence
of this paragraph.
1.02 Recruitment
In the event that a job is vacated by a current employee or a new
position is created, CBFL/HCIL will actively recruit applicants for
the vacant position. Recruitment activities will allow for equal
opportunities for individuals both currently employed and persons
not currently in the employment of CBFL/HCIL to apply. All recruit-
ment activities will be conducted in a manner consistent with the
spirit and intent of CBFL/HCIL Equal Employment Opportunity State-
ment (Section 1.01) and the Affirmative Action Policy (Scetion 1.03).
1.03 Affirmative Action Policy
CBFL/HCIL is committed to the aggressive recruitment of qualified
individuals representing minority groups, persons with disabilities,
women, elderly individuals and others who have historically been
discriminated against with respect to employment. In order to pro-
vide opportunities to persons in the aforementioned groups, job an-
nouncements will be distributed to organizations that represent or
otherwise have access to persons who are members of these groups.
1.04 Applications
Applications for employment shall be made available to anyone wish-
ing to apply for vacant positions. Applications will be distributed
either through the mail or through the HCIL Office during usual
business hours. Any potential applicant requiring assistance with
completing the application process because of physical or mental
impairment will be provided with that assistance. No part of the
application process will elicit information that might be used to
discriminate against an applicant based upon race, national origin,
gender, marital/parental status, age, disability, or other factor
not related to qualifications requisite for adequate performance of
the duties specified in the job for which application is being made.
All applications will be forwarded to the HCIL Administrative Assis-
tant for consideration according to established CBFL/HCIL policies
and procedures.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 3
1.05 Job Descriptions
Each employment position at CBFL/HCIL will have a description of the
qualifications for employment, duties to be performed, performance
standards, supervisor/supervisory responsibility, and other relevant
job-related factors. All job descriptions will be reviewed and up-
dated on an annual basis by supervisory personnel, the Executive
Director, and the Executive Committee of the CBFL Board of Directors.
All changes in job descriptions are subject to approval by the Execu-
tive Director with endorsement by the Executive Committee of the CBFL
Board of Directors. Copies of revised job descriptions will be labeled
with the date of revision, a copy provided to the employee and/or appli-
cant(s) affected, a copy placed in the personnel file of affected em-
ployee(s), a copy inserted into the Personnel Policies Manual, and
copy(s) sent to appropriate funding agencies.
1.06 Nepotism Policy
Relatives of HCIL staff or CBFL Board members will not receive any
preferential treatment in the application or employment process.
Such persons may be considered for employment based solely on stated
CBFL/HCIL policies with respect to equal. employment opportunities.
No person may be hired into a position that places them in a direct
line of authority, either above or below, to a. CBFL/HCIL employee to
whom they are related either through blood or marriage.
1.07 Non-paid Staff and Volunteers
Non-paid staff and volunteers working for CBFL/HCIL are subject to
the same policies and procedures as are paid employees and are to
be recruited; screened, and employed in the same manner as paid staff
without regard to race, color, national origin, gender, age, disabil-
ity, or handicap.
1.08 Conflict of Interest
No employee of CBFL/HCIL may serve on the governing board of any
organization/agency with which CBFL/HCIL has entered into a contrac-
tual agreement for the provision of services or has otherwise en-
tered into an agreement that results in potential financial gain for
CBFL/HCIL. In addition, all fees for services provided by CBFL/HCIL
employees during regular business hours, except in instances where
leave has been requested and approved, shall be paid to CBFL/HCIL.
Section 2: Employee Benefits
2.01 Group Medical and Life Insurance
Immediately upon employment, those individuals employed at least 50%
time (0.5 F.T.E.) are eligible to participate in the group medical
and life insurance plan in which CBFL/HCIL participates. The group
plan provides for basic medical/health insurance coverage and life
CBFL/HCIL Personnel Policies
Revised March 1984
Page 4
insurance coverage according to the plan in effect at the time of
employment. Coverage for employees is provided at no charge to the
employee. Coverage for dependents of employees will be made avail-
able at prevailing rates for dependent coverage under the plan in
force and employees can arrange to have premiums for dependent cover-
age deducted from their paychecks, with CBFL/HCIL submitting payment
for dependent coverage to the insurer.
CBFL/HCIL retains the right to modify insurance coverage or change
insurance providers to accomodate changes in levels of funding, in-
creases in the costs of coverage, the availability of other less-
costly coverage, or other budgetary considerations
Changes
in
insurance coverage for CBFL/HCIL employees are subject to review
by the Executive Committee and approval by the full CBFL Board of
Directors. Employee coverage. is terminated with the resignation or
involuntary termination of employees in accordance with the stipula-
tions specified in the plan in effect at the time of employee termin-
ation.
2.02 Worker's Compensation
Should an illness or injury occur as a result of an employee's per-
formance of duties associated with his/her job, as defined and cov-
ered under the Worker's Compensation Laws of the State of Texas, the
employee may be entitled to receive benefits under the Worker's Com-
pensation Act. If an employee suffers an injury or illness which
the employee feels should be covered by Worker's Compensation, the
employee shall immediately notify his/her supervisor and shall sub-
mit to the Executive Director the required forms for making a claim.
To comply with the Worker's Compensation Act, the employee must give
notice of injury to the Executive Director or his/her designee with-
in thirty (30) days of the incident of injury or illness and must-
file a claim with the Industrial Accident Board within six (6) months
after the injury/illness occurs. CBFL/HCIL will provide the employee
with whatever assistance may be necessary to facilitate the filing
of a claim for Worker's Compensation benefits. If the claim is de-
termined to be compensable, the employee is entitled to benefits as
provided under the Worker's Compensation Act, which may include par-
tial coverage for medical care costs, temporary total disability,
specific injury benefits, or death benefits. Compensation will not
be for the full wages that the employee was receiving prior to the
time of injury or illness, but will be based upon a formula for com-
pensation established under the Worker's Compensation Act.
If benefits are commenced under a claim asserted by an employee, sick
leave benefits otherwise payable to the employee will be reduced so
that the total of the benefits received under Worker's Compensation
and sick leave will be no more than the regular pay that the employee
was receiving prior to the compensable illness or injury. If the
illness or injury continues beyond the time that payments arer ex-
hausted under the Worker's Compensation claim, remaining sick leave,
if any, will then be granted and the employee compensated in accor-
dance with the sick leave policies established by CBFL/HCIL.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 5
2.03 Professional Liability Coverage
CBFL/HCIL provides professional liability insurance that covers em-
ployees while they are acting within the scope of their job respon-
sibilities. This coverage provides for compensation of persons who
may incur injury or illness resulting from the actions of a CBFL/HCIL
employee in the performance of his/her job.
Section 3: Compensation Plan and Payroll Administration
3.01 Salary Determination
CBFL/HCIL will compensate employees based upon a rate of pay that is
consistent with payment made to employees of other similar organiza-
tions and agencies within the city and state. Wage and salary scales
are subject to review by the Executive Committee of the CBFL Board
of Directors and approval by the full CBFL Board of Directors.
3.02 Payment of Salary/Wages
Salaries and/or wages will be paid by check on the fifteenth (15th)
of the month and last day of the month. Payment on the 15th of the
month will cover salaries and/or wages earned during the period cov-
ering the first (1st) through the fourteenth (14th) of the month.
Payment on the last day of the month will cover salaries and/or wages
earned during the period covering the fifteenth (15th) through the
last day of the month. In the event that the 15th or last day of
the month falls on a Saturday or Sunday, paychecks will be issued
on the preceding Friday.
3.03 Documentation of Hours/Days Worked
In order to receive salary compensation, all employees must record
the hours and days that they have worked in a given pay period. The
record of hours and days worked must then be reviewed by the employ-
ees supervisor and signed prior to submission to the CBFL/HCIL Accoun-
tant who is responsible for the preparation and issuance of paychecks.
Employees who fail to submit a record of hours and days worked in a
pay period may experience a delay in the receipt of their paychecks
pending the preparation and submission of appropriate documentation
of hours and days worked. All employees have the option of reviewing
their pay with the Executive Director should they feel that they have
been incorrectly paid for. the time that they have worked. In the
event that the Executive Director is unable to resolve a dispute con-
oerning pay received by an employee, the employee may request a hear-
ing by the Executive Committee of the CBFL Board of Directors. The
Executive Committee of the CBFL Board will hear the employee's case
and render a judgement concerning the disputed amount of salary/wages.
The decision of the Executive Committee will be presented to the CBFL
Board for endorsement and the employee will be notified concerning
the resolution of the dispute.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 6
3.04 Salary/Wage Increases
Increases in salaries and wages may be granted based upon the avail-
ability of funds to support such increases and the approval of the
proposed increases by the CBFL Board of Directors. All proposed in-
creases in salaries/wages should be presented to the CBFL Board in
by the Executive Director with appropriate written justification for
the requested increases. No salary increases will be implemented
without the approval of the CBFL Board of Directors and authorization
from appropriate funding agencies.
Salary increases may be granted for a number of reasons including:
Merit Increases - based upon documented evidence of perfor-
mance by an employee that clearly supports the contention that
a salary/wage increase is in order.
Funding Increases - based upon an increrase in the total amount
of funding available to CBFL/HCIL that allows for salary/wage
increases for staff associated with a specific project or for
the entire staff.
Policy Changes - based upon changes in the policies of the
CBFL Board of Directors or various funding agencies that allow
for the redistribution of funds that permit increases in salary
support.
3.05 Other Compensation
CBFL/HCIL employees, may receive compensation over and above salary
and or wages for certain activities conducted in association with
the execution of their job responsibilities. The areas in which
compensation may be allowable include:
Travel Reimbursement - employees may receive reimbursement for
travel required in conjunction with their work activities. For
in-town travel, the reimbursement will be based upon a pre-de-
termined amount per mile of travel and will be contingent upon
the submission of a request for reimbursement that indicates the
date of travel, the place that employee traveled to, the reason
for the travel, and the total amount of miles traveled. Out-of-
town travel will be reimbursed according to actual expenses in-
curred with documentation provided through the submission of re-
ceipts. Allowable expenses for out-of-town travel may include
air fare, ground travel, hotel/motel expenses, meals, parking,
and other documented expenses. All travel reimbursement is sub-
ject to approval by the Executive Director who has the option
of approving partial reimbursement based upon the availability
of funds and the reason for the travel. The employee must be
informed in advance concerning approved travel and any limits or
exclusions with respect to reimbursement for travel planned in
conjunction with work (see HCIL Accounting and Financial Manage-
ment procedures for details on travel reimbursement procedures).
CBFL/HCIL Personnel Policies
Revised March 1984
Page 7
Supplies and Services - employees may be reimbursed for sup-
plies and services purchased in conjunction with the conduct
of their jobs provided that the purchase of such supplies and/
or services was approved by the Executive Director in advance.
Any reimbursement for supplies and/or services is subject to
the submission of appropriate documentation indicating the date
of purchase, article(s)/service(s) purchased, amount of pur-
chase, and reason for purchase. Failure to provide adequate
documentation will constitute grounds for disapproval of reim-
bursement.
Miscellaneous Compensation - employees may receive compensa-
tion for miscellaneous activities associated with the conduct
of their jobs including entertainment and, in very rare in-
stances, hours worked in excess of regular hours. All compen-
sation for miscellaneous activities is subject to prior appro-
val by the Executive Director and will not be allowed if such
compensation results in violation of the terms or conditions
stipulated in a grant or other document of agreement with a
funding agency. All compensation for miscellaneous activities
will be supported with detailed documentation of the date(s)
of the activity(s), the reason for the activity(s), the amount
of compensation, the basis for determining compensation, the
type of payment (including check number), the date of payment,
and the source of the funds used for payment. Grant funds will
not be used to reimburse expenses for miscellaneous activities
of the Center unless those activities can clearly be identified
as appropriate under a specific expense category allowed by the
funding agency.
Section 4: Absence and Leave
4.01 Absence
Absence is the failure of an employee to report to work when sched-
uled. Employees who are going to be absent during reularly sched-
uled work hours must call the Administrative Assistant to report that
they will be absent for the day and the reason for their absence.
The Administrative Assistant will then notify the appropriate other
staff members concerning the absent employee so that arrangements
can be made to cover job responsibilities. For certain positions,
such as that of Staff Interpreter, it is also mandatory that the
employee's supervisor be notified at the earliest possible moment
concerning unscheduled absences so that coverage can be arranged.
Failure to notify appropriate staff concerning unscheduled absence
may result in loss of pay for the day. Excessive unscheduled ab=
sences constitute grounds for disciplinary action that may include
dismissal from the job. No disciplinary action or dismissal on the
grounds of excessive absences will be undertaken without written
documentation of the dates of absence.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 8
4.02 Scheduling of Leave
All leave must be scheduled in advance. The scheduling process
requires preliminary approval by the employee's supervisor with
final approval by the Executive Director. All leave should be re-
quested as far in advance as possible. It is recommended that annu-
al leave be requested at least thirty (30) days in advance and per-
sonal leave be requested at least five (5) days in advance. All
requests for leave must be submitted on a properly completed "Appli-
cation for Approval of Leave Form."
4.03 Annual Leave
Annual leave (vacation) is accrued on a monthly basis determined from
the date of commencement of employment and is credited at the end of
each month. Annual leave may not be taken until three (3) full months
of employment have been completed and the amount of leave taken may
not exceed the amount the employee has acccrued to date. Annual
leave must be taken prior to the end of CBFL/HCIL's fiscal year and
may not be carried over into the following fiscal year. Rate of
accrual of annual leave is eight (8) hours per month during the first
year of employment; ten (10) hours per month dúring the second year
of employment; twelve (12) hours per month during the third and fourth
years of employment; and fourteen (14) hours per month during the
fifth and subsequent years of employment. Part-time employees working
at least 20 hours per week (0.5.F.T.E.) shall earn accrue annual leave
on a pro-rata basis. Employees who terminate prior to three (3) months
of employment will not be compensated for annual leave accrued. No
accrual of annual leave will occur during unpaid leaves-of-absence
taken by employees.
4.04 Sick Leave
Sick leave shall be accrued at the rate of eight (8) hours per month
of full-time employment. Sick leave shall be available to the employee
after the first full month of employment and can be accumulated up to
sixty (60) working days. Supervisors may request a doctor's certifi-
cation of illness/injury after two consecutive days of absence and/or
with frequent utilization of sick leave. part-time employees working
an average of twenty (20) hours per week (0.5 F.T.E.) or more can
accrue sick-leave on a pro-rata basis. Sick leave may be taken for
personal illness, outpatient visits to a physician or other qualified
health care provider, or in the case of hospitalization. In the event
that an employee has used all accrued sick leave, personal leave and
annual leave may be taken in cases of illness or injury. If all leave
including sick leave, personal leave and annual leave is exhausted,
an employee may request leave without pay.
If an employee is receiving benefits under a Worker's Compensation
claim filed against CBFL/HCIL, sick leave benefits hereunder shall
be postponed by the amount of Worker's Compensation benefits that the
employee is receiving so that the total of the Worker's Compensation
CBFL/HCIL Personnel Policies
Revised March 1984
Page 9
benefits and sick leave shall not exceed the regular pay of the
employee prior to the time of illness or injury.
Sick leave may not be traded or converted into other leave; however
at the time of termination of employment, any accrued sick leave up
to the maximum permissable amount (60 days) shall be converted into
pay at the rate of one day of payment for every two days of unused
sick leave that the employee has remaining. Employees who terminate
prior to ninety (90) days of employment will not be paid for accrued
sick leave.
4.05 Extended Sick Leave
When an employee has exhausted all of his/her sick leave, further
absence shall be charged against accrued personal leave and accrued
annual leave. When all types of accrued leave have been exhausted,
an employee may request an extended leave with pay.
Extended sick leave will be offset by not crediting future accruals
of sick leave until all of the owed sick leave has been accounted
for Extended sick leave will normally only be granted to employees
with two or more years of service and in cases of catastrophic illness.
Granting of extended sick leave must be approved by the CBFL Board
of Directors upon recommendation of the Executive Director.
4.06 Personal Leave
A maximum of five (5) days of personal leave with pay may be granted
per year upon the recommendation of an employee's supervisor and with
the approval of the Executive Director. Personal 16 must be
sched-
uled at least five (5) days in advance, except in cases of proven
emergency. Personal leave is not cumulative and any remaining unused
personal leave is automatically cancelled at the end of each fiscal
year. An employee is not eligible to request personal leave until
after the completion of ninety (90) days of employment, with the ex-
ception of proven emergency. Personal leave may be taken to attend to
a serious illness or death in the immediate family, to move a house-
hold, to attend to legal matters, or for other types of personal busi-
ness. The employee will be required to state the nature of the reason
for which personal leave is being requested and may be required to
provide documentation of the need for leave. Part-time employees
working an average of twenty (20) hours per week (0.5 F.T.E.) or more
shall accrue personal leave on a pro-rata basis.
4.07 Educational Leave
Educational leave includes any leave requested by a staff member
but not required by administration for the purpose of attending spe-
cial workshops, professional meetings, and any type course work.
Granting of educational leave is subject to preliminary approval by
the employee's supervisor and final approval by the Executive Director.
Educational leave will only be approved in cases where the employee's
absence from the work setting will not adversely. affect the operation
CBFL/HCIL Personnel Policies
Revised March 1984
Page 10
of the organization/ agency. Employees requesting educational leave
to pursue course work in a post-secondary educational institution
must make arrangements to cover their job responsibilities during,
the time that they are absent from the work setting. These arrange-
ments may include the rescheduling of work hours and must be approved
by the Executive Director. With the approval of the Executive Direc-
tor, both in regards to leave time and the arrangements for coverage
of work responsibilities, employees may take up to six hours per week
of educational leave to pursue course work in a post-secondary insti-
tution with two hours per week allowed for travel.
Employees shalll be granted leave to attend professional meetings
and workshops. Employees granted leave to attend professional meetings
and workshops shall not be required to make up the time charged to
leave for these purposes. Leave for attendance in professional meetings
and workshops is subject to prior approval by the employee's supervisor
and the Executive Director. Educational leave for attendance at pro-
fessional meetings and workshops will only be allowed to the extent
that it does not interfere with the productivity or effectiveness of
the service unit. Employees may receive réimbursement for education-
ally-related expenses depending upon the availability of funds and
the appropriateness of the educational experience with respect to the
employee's ability to perform in the work setting.
4.08 Administrative Leave
Administrative leave includes any leave required by the administra-
tion, i.e., training, recruiting, agency public relations, workshops,
or professional meetings where attendance by a representative of CBFL/
HCIL is desireable. All employees are covered by administrative leave
policies. Approval of administrative leave by the Executive Director
must be accompanied by a written justification indicating the value of
the experience to the agency. The following guidelines apply to admin-
istrative leave:
Employees may advise their supervisor of suchmeetings and
their desire to be a representative from CBFL/HCIL; however;
the request must be recommended by the appropriate supervisory
staff;
All administrative leave will be granted at the discretion of
the Executive Director; and
A written report or verbal presentation to other staff may be
required of the staff person attending such a meeting.
4.09 Maternity/Paternity Leave
An employee who has been with the CBFL/HCIL for a minimum of one
year may be granted a special maternity/paternity leave without pay.
The employee has the option of using all accrued time (including
annual leave, personal leave, and sick leave). Before going on mater-
nity/paternity leave, approval must be granted by the employee's im-
CBFL/HCIL Personnel Policies
Revised March 1984
Page 11
mediate supervisor and by the Executive Director. The employee
does not accrue additional personal, annual, or sick leave while
on maternity/paternity leave.
4.10 Holidays
Thirteen holidays are observed during the year. These are:
New Year's Day
1st of January
President's Day
3rd Monday in February
San Jacinto Day
21st of April
Memorial Day
Last Monday in May
Independence Day
4th of July
Labor Day
1st Monday in September
Veteran's Day
11th of November
Thanksgiving and one extra day
4th Thursday in November
and Friday following
Christmas and one extra day
25th of December and
day before or day after
In addition to these eleven holidays associated with specific events
or occasions, each employee is entitled to two floating holidays that
may be taken in conjunction with a birthday, religious observance, or
other commemorative holiday not observed by CBFL/HCIL. A request for
time off as floating holiday must be submitted in writing at least
ten working days in advance and must be approved by the employee's
immediate supervisor and by the Executive Director. In the event
that any of the eleven previously listed holidays fall on a Saturday
or Sunday, the Friday or Monday immediately preceding or following
the scheduled holiday will be designated as a paid holiday.
Part-time employees will receive pay for holidays that fall on a
day that they would normally be working. When a holiday falls on
a work day that occurs while an employee is on approved paid leave,
the day will be counted as a holiday and will not be charged against
the employees accrued leave. In the event that an employee is re-
quired to work on a scheduled holiday, the employee may schedule a
different day off with pay in observance of the holiday, with the
approval of the employee's immediate supervisor and Executive Direc-
tor.
4.11 Military Leave
As provided by law (Art. 5765, Sec. 7, V.A.C.S.), CBFL/HCIL employees
who are members of the Reserve components of the United States Armed
Services shall be entitled to Leaves of Absence to participate in
Reserve activities. Verification of the scheduled activities from
an appropriately designated individual must be provided to support
a request for mIlitary Leave.
4.12 Jury or Witness Duty
Leave with full pay will be granted for required jury or witness
CBFL/HCIL Personnel Policies
Revised March 1984
Page 12
duty. Requests for jury or witness duty must be supported by a copy
of the summons or other written statement requiring the employee's
appearance for legal proceedings. This copy must be presented to
the employee's supervisor who will then make the arrangements for
time off as necessary.
4.13 Election Day/Voting
All employees of CBFL/HCIL are encouraged to exercise their legal
rights to vote and participate in the electoral process. Should it
be necessary to take time off from work to vote, the employee should
obtain the approval of his/her immediate supervisor. Up to two (2)
hours of time off will be allowed for voting purposes
4.14 Leave Without Pay
Upon request, a leave without pay may be granted for various reasons
with the approval of the employee's immediate supervisor and the
Executive Director. A leave without pay may not exceed twenty (20)
consecutive working days. Annual leave, personal leave, sick leave,
and other approved leave time will not accrue while an employee is
on leave without pay status. Leave without pay is available to all
employees with more than six (6) months of employment with CBFL/HCIL.
4.15 Leave of Absence
Upon request, a leave of absence without pay may be granted for var-
ious reasons with the approval of the employee's supervisor and the
Executive Director. If the employee wishes to return to his/her for-
mer position, arrangements may be made with consideration being given
to the employee and to the needs of CBFL/HCIL. CBFL/HCIL retains the
right to hire and employ another individual to carry out the duties of
a particular position when the employee filling that position elects to
go on leave of absence. Positions may not be held vacant while employ-
ees are on leave of absence and the return of an employee to his/her
previous position is subject to the availability of that position at
the termination of the leave of absence. Annual leave, personal leave,
sick leave, and other forms of leave do not accrue while an employee
is on leave of absence and benefits such as health insurance and work-
er's compensation insurance are suspended during the time that the
employee is on leave of absence.
Section 5: Conditions of Work
5.01 Hours of Work
The regular work week for full-time employees is thirty five (35)
hours in a five (5) day week, excluding approved lunch breaks. Daily
work hours may vary according to the nature of the work performed and/
or work assignments and certain other factors beyond the control of
the employee, such as the availability of accessible public transporta-
tion. All work schedules are subject to approval by the employee's
immediate supervisor and the Executive Director.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 13
5.02 Tardiness
It is the employee's responsibility to be at work on time and to
call the Administrative Assistant when it is not possible to be at
work on time. The Administrative Assistant will notify the employee's
supervisor and other appropriate persons when an employee calls to
report that he/she will be late. The employee's supervisor will be
responsible for maintaining a record of employee tardiness which may ,
be considered in reviewing employee performance on the job.
Employee's who are consistently late will have late time deducted
from accrued leave or may have deductions from their pay correspond-
ing to time not worked. The employee will be notified in writing in
the form of a warning before disciplinary action is taken.
5.03 Breaks
Each employee is entitled to thirty (30) minutes of paid work break
time per day. This break time is normally divided into a fifteen (15)
minute break in the morning and a fifteen (15) minute break in the
afternoon; however this arrangement can be altered with the approval
of the employee's immediate supervisor.
5.04 Overtime
Certain executive, administrative, and professional employees are
exempted by the Fair Labor Standards Act and are not required to be
given compensatory time for overtime, nor are reports and records to
be maintained for such overtime. Those employees classified as non-
exempt are not permitted to work overtime unless approved by their
supervisors. If overtime is approved, compensatory time must be
given. Records of compensatory time earned and granted are to be
maintained by the HCIL Accountant. Compensatory time should not ex-
ceed one hundred twenty (120) hours in a given fiscal year and must
be taken within thirty (30) days of the date(s). earned.
5.05 Exceptions
The policies stated herein with respect to conditions of work may
be superceded by grant administration guidelines or other stipulations
put forth by funding agencies SO long as those guidelines/stipulations
do not violate the employee's rights under law or otherwise place CBFL/
HCIL at risk of liability resulting from civil or criminal litigation.
Section 6: Transfers and Separations
6.01 Transfers
A transfer is the reassignment of an employee from one position to
another position within the organization. Transfers may take the
form of promotions, demotions, or lateral moves to different jobs
at the same administrative level. Any promotion, demotion, or
CBFL/HCIL Personnel Policies
Revised March 1984
Page 14
lateral transfer must be recommended by the employee's immediate
supervisor and be approved by the Executive Director. Documenta-
tion of the transfer and the reason, i.e., requested by employee,
requested by supervisor, administratively mandated, etc., for the
tranfer must be placed in the employees personnel file and the
appropriate information provided to the HCIL Accountant for payroll
and accounting purposes. In the case of promotions and demotions,
the personnel action must be supported by an employee performance
evaluation that documents a work history consistent with the action
being taken.
6.02 Separations
An employee voluntarily resigning his/her position should give no
less than two weeks of advance notice prior to the effective date of
resignation with four weeks preferred. All resignations must be sub-
mitted to the employee's immediate supervisor in writing with a copy
to be provided to the Executive Director. The Executive Director
is then responsible for assuring that the HCIL Accountant completes
all necessary paper work to assure that the employee receives all
benefits accrued and is fully informed as to the termination of
benefits.
In the case of the involuntary termination of an employee, certain
specified procedures will be followed. With the recommendation of
the employee's immediate supervisor, the Executive Director may elect
to terminate an employee based upon unsatisfactory work performance.
Specific actions that may lead to termination of an employee and the
procedure to be followed in the termination process are outlined in
Section 7: Disciplinary Actions of these policies.
Employees may also be terminated due to decreases in funding or other
factors that mandate a reduction in staff. In the case of terminations
brought about by factors not under the control of the mployee, the em-
ployee will be given two weeks notice prior to the effective date of
the termination. Pay to cover the two-week notice period may be grant-
ed in lieu of notice.
Section 7: Disciplinary Actions
The administration of CBFL/HCIL endeavors to be fair and uniform in
its handling of matters related to personnel management. In the case
of violation of CBFL/HCIL policies, however, disciplinary action may
be initiated against an employee. All disciplinary actions shall be
administered fairly, uniformly, and equally. Three categories of
employee behavior that may result in the initiation of disciplinary
action have been established. These categories and the specific types
of activities that fall into each category are detailed in the follow-
ing pages.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 15
7.01 Category A Violations
1.
Theft or other acts of dishonesty.
2. Convictions of any felony or crime involving moral turpitude.
3. Failure to comply with official directives or established CBFL/
HCIL policy.
4. Chronic absenteeism or tardiness.
5. Intoxication while on duty or the consuming of alcohol on the
job.
6. Use of or possession of unauthorized, illegal, or nonprescribed
drugs while on the job.
7.
Falsification of employment application, any employee personnel
record, or any CBFL/HCIL reports.
8. Assault or threat with a deadly weapon or the carrying of a con-
cealed weapon while on duty.
9.
Willful destruction of, or damage to CBFL/HCIL property.
10. Conduct endangering the life, safety, or health of others.
11.
Releasing of confidential information concerning clients or
staff without authorization.
12. Mental incapacity preventing performance of duties.
13. Physical or verbal abuse of a client, fellow employee, or
visitor to the Center.
14.
Abandonment of job.
7.02 Category B Violations
1.
Discourtesy to or mistreatment of clients, fellow employees,
or the public.
2.
Poor attitude as demonstrated through work performance.
3.
Threats toward or coercion of other employees.
4.
Poor quality or quantity of work as documented in performance
evaluations.
5.
Fighting or inability to work cooperatively with other employees.
CBFL/HCIL Personnel Policies
Revised, March 1984
Page 16
6.
Violation of safety rules endangering self or others.
7.
Negligence or carelessness resulting in damage or loss of CBFL/
HCIL property.
8.
Failure to turn in assignments or otherwise perform work duties
in a timely manner as documented in the employee performance
evaluation.
7.03 Category C Violations
1.
Misuse of time during working hours, or use of time that does
not contribute to. the objectives of the job and the goals and
mission of CBFL/HCIL.
2.
Failure to conform to scheduled work hours including breaks.
3.
Excessive or unauthorized personal use of telephones during work-
ing hours.
4.
Ineffective or careless performance of duties.
5.
Excessive absenteeism or tardiness regardless of cause.
7.04 Disciplinary Procedure
Violation of established CBFL/HCIL policies or exhibition of atti-
tude, conduct, or mannerisms during performance of job duties which,
in the opinion of the employee's immediate supervisor or the Execu-
tive Director, is detrimental to the overall good of CBFL/HCIL and
its functions and services, will be grounds for disciplinary action
and may be classified as violations in one of the previously listed
groups, depending upon the severity of the act or conduct.
The following procedures will be followed in conjunction with
disciplinary actions taken in response to violations in each of the
three categories:
1st Offense
2nd Offense
3rd Offense
Category A
Immediate dis-
missal from em-
ployment and le-
gal prosecution,
if applicable.
Category B
Administrative
Dismissal from
probation
employment
Category C
Documented writ-
Administrative
Dismissal from
ten warning
probation
employment
CBFL/HCIL Personnel Policies
Revised March 1984
Page 17
When it appears that an employee's conduct warrants disciplinary
action, the employee's supervisor will advise the employee promptly
of the situation and the reason for the action to be taken. The
employee will be given the opportunity to present any mitigating in-
formation or circumstances that might have some bearing on the situa-
tion. The employee will be given every opportunity to state his/her
position both orally and in writing. All disciplinary actions, in-
cluding dismissal from employment, must be approved by the Executive
Director before becoming effective.
All disciplinary actions shall be executed in writing and the written
description of the action to be taken shall be provided to the employee.
In the case of employees who may have sensory or other impairments
that limit their ability to read, hear, or otherwise have full access
to all information presented in conjunction with the disciplinary
action to be taken, it is the responsibility of the Executive Director
to provide whatever support or accomodation is necessary to insure
that the employee fully understands the actions to be taken and his/
her rights with respect to appealing or otherwise challenging those
actions. Following the presentation of the facts to the employee,
the employee will be requested to acknowledge by written signature
receipt of notice of the disciplinary action and such action will be
executed with appropriate documentation placed in the employee's per-
sonnel file. Should an employee refuse to acknowledge receipt of no-
tice of a disciplinary action taken against him/her, that refusal
shall be witnessed by a third party and appropriate documentation
shall be placed in the personnel file.
The documentation of disciplinary actions taken against employees
shall become a permanent part of the employee's personnel file. In
the case of Category C violations where a written warning is given
to an employee, the written warning will be disregarded and will not
be counted as a first offense if the employee works twelve (12) months
following the issuance of the warning without engaging in behaviors
that warrant additional disciplinary action. The Executive Director
may suspend any employee with or without pay at any time while a dis-
ciplinary action is pending against that employee.
7.05 Dismissal from Employment Resulting from Employee Misconduct
For offenses committed by employees that fall into Categories A and
B of the previously listed violations and where those offenses are
of a type and number that warrant dismissal from employment, the em-
ployee will be given notice of termination or severance pay equal to
two (2) weeks wages or salary. The decision as to whether to give
the employee either notice or severance pay shall be made by the Execu-
tive Director and shall be considered binding unless that decision
is overturned as a result of appeal through the grievance procedures
outlined in Section 9: Employee Grievance Procedures of these policies.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 18
7.06 Transfer in Lieu of Dismissal from Employment
In certain instances management may, at it's option, allow an employee
to transfer to another job position rather than be dismissed from
employment because of unsatisfactory performance in their job. As
with any other type of transfer, the employee will be place on auto-
matic probation for ninety (90) days following transfer.
Transfer in lieu of dismissal from employment should be used judi-
ciously and sparingly and only after extensive review of all circum-
stances precipitating the personnel action. Transfer in lieu of dis-
missal from employment is subject to approval by the Executive Direc-
tor and does not become effective until such time as that approval
has been obtained in writing. In those cases where transfer in lieu
of dismissal from employment is offered to an employee, the employee's
options are limited to the following:
1.
Accept the transfer unconditionally;
2.
Accept the transfer under protest and continue to work in the
newly assigned position while filing a formal grievance in accor-
dance with the stated procedure outlined in Section 9: Employee
Grievance Procedures of these policies;
3.
Resign in lieu of dismissal from employment; or
4.
Be dismissed from employment.
7.07 Exit Interview
All employees separating from CBFL/HCIL are requested to submit to
an exit interview with the employee's supervisor and/or the Executive
Director. Notes from the exit interview may be placed in the employee's
personnel file. In the case where an employee is being involuntarily
terminated, both the employee and the management of CBFL/HCIL have the
right to have a witness and/or other counsel present during the exit
interview and the employee has the right to examine all documents placed
in his/her personnel file.
Section 8: Employee Probation
8.01 Automatic Probation
Automatic probation is designed to provide for a period of time during
which the employee and the employer can evaluate their relationship.
Every newly hired employee is placed on automatic probation for the
first ninety (90) days of employment.
Upon completion of the first ninety (90) days of employment, the
employee's immediate supervisor will perform a written review of the
employee's performance using a standard performance evaluation form.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 19
At any time during the first ninety (90) days of employment, the
supervisor may perform a written review of the employee's performance.
The review will be shared with the employee and, taken in considera-
tion with other factors such as funding, will determine the employee's
future status with CBFL/HCIL. Employment may be terminated at any
time during the first ninety (90) days of employment upon the recom-
mendation of the immediate supervisor and with the approval of the
Executive Director follwing written review of the employee's perfor-
mance. Two weeks salary/wages may be given to an employee in lieu
of notice at the time of termination during, automatic probation.
Any employee who transfers to a different job is also placed on ninety
(90) days automatic probation immediately following the transfer.
During the ninety (90) day probationary period following the transfer,
the employee will have the opportunity to become familiar with the
responsibilities of the new position. At the end of the ninety (90)
day period, the employee will be evaluated by his/her immediate
supervisor and a standard performance evaluation form will be completed.
In the event that the employee's performance in the new job position
is judged to be unsatisfactory, the employee may, with the approval
of the immediate supervisor from the former position transfer back
into their former position. In the event that the former position
has been filled by a new employee, the immediate supervisor can, at
his/her discretion, terminate a probationary employee to create a
vacancy for the employee who had formerly occupied the position.
Terminations of probationary employees to accomodate employees wish-
ing to transfer to their former jobs should be avoided whenever pos-
sible and employees requesting tranfers to new positions should be
fully informed that they are at risk with respect to the automatic
probationary period and may be denied transfer back to their former
position. Any employee transferring to a new position shall be pro-
vided with written notification that he/she is on automatic probation
for ninety (90) days and will be evaluated at the end of the ninety
(90) day probationary period.
8.02 Administrative Probation
Administrative probation is used to give an employee whose per-
formance is not satisfactory the opportunity to improve with the
guidance of his/her supervisor. The immediate supervisor may, with
the approval of the Executive Director, place an employee on admin-
istrative probation and must inform the employee in writing as soon
as such action is taken. The notification to the employee must in-
clude: a) the date that the administrative probation begins; b) the
reason for the administrative probation; c) the specific improvements
in performance required to avoid dismissal from employment at the
termination of the administrative probationary period; and d) the
date that the administrative probationary period will end and another
performance evaluation will be completed.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 20
All action that results in the placing of an employee on administra-
tive probation must be supported. with a completed performance evalua-
tion on a standard performance evaluation form. It is recommended
that administrative probationary periods not exceed sixty (60) days.
Immediately upon termination of a specified administrative probation-
ary period, the employee's supervisor must complete a performance
evaluation, review that evaluation with the employee, and inform the
employee of the recommendation that the supervisor is going to make
to the Executive Director concerning removal of the employee from
administrative probation, transfer to another position in lieu of
dismissal from employment, or dismissal from employment. The Execu-
tive Director will make the final determination as to the disposition
of the case based upon the information provided by the supervisor
and the employee. All employees may appeal decisions related to em-
ployment through the grievance procedures outlined in Section 9:
Employee Grievance Procedures of these policies. Employees on admin-
istrative probation may request any type of leave to which he/she is
entitled at the time that the administrative probation goes into ef-
fect. If leave is granted, the probationary period is automatically
extended to account for the period during which the employee is on
leave.
Section 9: Employee Grievance Procedures
9.01 Definitions
A grievance is a dispute or disagreement alleging a violation of the
policies of CBFL/HCIL related to wages, hours, conditions of work,
or inequity of treatment.
The aggrieved is an employee alleging a grievance.
A party of interest is the person alleging the grievance and any per-
son or persons involved in the resolution of the grievance.
The immediate supervisor is the appropriate administrator to whom
the employee reports directly.
9.02 General Provisions of the Grievance Procedure
At all stages of the grievance procedure, the burden to establish
that an error has been made regarding the administration of CBFL/HCIL
policies and procedures rests with the employee filing the grievance.
If a grievance arises that is not under the jurisdiction of the immedi-
ate supervisor, the grievance shall be transmitted in writing directly
to the Executive Director. If the grievance cannot be resolved by
the Executive Director, it shall be referred to the President of the
CBFL Board of Directors as indicated in Step 3 of the Grievance Proce-
dure.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 21
All meetings concerning grievances shall take place at reasonable
hours. Employees absent from their assigned duties because of such
meetings will be granted administrative leave that will not be charged
against accrued leave that the employee may be entitled to. If a
grievance meeting is scheduled during regular working hours, all parti-
cipants in the investigation and processing of the grievance, including
the aggrieved and witnesses, shall be released from regular duties and
shall suffer no loss of pay or other benefits. Reasonable notice of
all meetings shall be given to all participants.
All documents, communications, and records dealing with a grievance
shall be filed separately from, and no notation of such grievance
shall appear in the official personnel file of the aggrieved unless
so requested by the aggrieved. All matters pertaining to a grievance
shall be treated as confidential material and shall not be considered
in decisions regarding assignment, transfer, promotion, or re-employ-
ment.
A grievance may be withdrawn at any step and may not be reopened.
No reprisals of any kind shall be taken by or against any employee in
the grievance procedure by reason of such participation. Reprisals
shall not be taken against any party of interest.
No part of this procedure shall work in any way as to deny the com-
plainant the right to pursue an appeal to any authorized agency or
legal redress in the courts.
The employee has a right to grieve individually or to be accompanied
at all meetings and hearings at all steps and stages of the grievance
procedure by a representative. No meeting shall take place without
said representative if the aggrieved employee so requests.
An employee is not entitled to a representative during a supervisory
conference or any agency meeting outside the grievance procedure when no
punitive action has been taken against that employee.
All meetings shall be held during normal working hours and work days
Every effort will be made to expedite the grievance.
The time frames for decision making set forth in the formal procedure
must be adhered to in all instances but may be suspended by the agree-
ment of all concerned parties.
9.03 Formal Grievance Procedure
Step 1 - If a problem arises that cannot be resolved informally by
the supervisor and the employee, the supervisor will offer a solution
or decision for action to resolve the matter. If the solution or
decision is of a disciplinary nature, it must have the approval of
the Executive Director. The solution or decision will be in writing
and a copy provided for the employee, the employee's supervisor and
the Executive Director.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 22
Step 2 - If the employee and supervisor, in consultation with the
Executive Director, cannot resolve the matter to the satisfaction
of the employee, the employee may request that the matter be referred
to the CBFL board of Directors. The employee's request to the Board
must be submitted in writing within two weeks after receipt of the
written summary prepared by the employee's supervisor under Step 1
of this procedure. The written request to the Board of Directors
should be prepared by the Executive Director and should include at
least the following:
a copy of the original complaint by the employee;
a copy of the employee's supervisor's recommendations for
resolution;
a copy of the recommendations of the Executive Director for
resolving the problem; and
a statement of the basic issue(s) that remain unresolved.
Step 3 - Within five working days of receipt of the grievance by the
President of the Board of Directors or his/her designee, a meeting
of all parties of interest shall be scheduled. Within five days of
this meeting and the hearing of all relevant information in the case,
a ruling on the grievance and its resolution shall be issued by the
President of the Board or his/her designee. In resolving the grievance
the President of the Board may schedúle, at his/her discretion, a meet-
ing of some or all of the parties involved. The President of the
Board may also refer the matter to the entire Board of Directors for
review or may appoint a Committee of the Board to consider the matter.
The decision of the President of the Board or his/her designee is
the final administrative step in the grievance procedure and is
considered binding. Copies of the decision reached by the President
will be provided to the employee, the employee's supervisor, and the
Executive Director. A copy of the decision will also be placed in
the special file established in conjunction with the initiation of
the grievance. No information on the filing of the grievance or its
resolution will be placed in the employee's personnel file.
Section 10: Review of Employee Performance
Prior to the end of the ninety (90) day automatic probationary period,
all new employees must have a performance review completed by their
immediate supervisor using the standard performance evaluation forms
The results of the performance review will be discussed with the pro-
bationary employee and will provide the basis for determining if the
employee will be removed from probationary status or dismissed from
employment. The probationary employee must be given the opportunity
to respond to all items and comments appearing on the performance
evaluation form and should be requested to sign the form indicating
that he/she has had the oppoortunity to review the evaluation with
the supervisór. Acknowledging review does not constitute agreement
with the ratings or comments on the evaluation form and the employee
is encouraged to write his/her comments on the evaluation form indicating
those points with which he/she may not be in agreement.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 23
Once (employees have been removed from automatic probation, perfor-
mance reviews will be conducted by the immediate supervisor every
six months. As with the probationary employee, the evaluation will
be conducted using the standard performance evaluation form. The
results of performance evaluations will be used in making decisions
about salary increases, promotions, transfers, and other administra-
tive decisions. All performance evaluations will be thoroughly re-
viewed with employees and copies of the evaluation forms will be
maintained in employee personnel files. All employees will be pro-
vided with the opportunity to respond to ratings and comments of
supervisors in writing and all employees will have access to their
personnel files at any time.
In addition to the regularly scheduled employee performance reviews,
any employee who has been placed on administrative probation will
be subject to performance review at the end of the probationary
period as indicated under Section 8: Employee Probation of these
policies. Performance evaluations will also be completed on all
employees who request transfers to different positions after ninety
(90) days in the new position as indicated under Section 8: Employee
Probation of these policies. Finally an employee service review
will be conducted in conjunction with all exit interviews.
Section 11: Miscellaneous Policies and Procedures
11.01 Confidentiality of Personnel Files
Information contained in an employee's personnel file shall be kept
confidential except to the following people:
1.
Supervisors responsible for the work product of the employee;
2.
The supervisor reviewing applicants for a position within the
Center for which an employee has applied;
3.
Anyone associated with the Center or funding sources of the Center
who has permission from the Executive Director or his/her desig-
nee to review the files;
4.
Any person with a valid courrt order authorizing inspection; and
5. The employee or his designated agent, as indicated by the employee's
written permission, is permitted to view the employee's personnel
file.
Review of personnel files will be permitted during regular working
hours except in cases where legal authorization mandates otherwise.
Personnel files must be kept up-to-date, requiring the cooperation
of each individual employee. Employees are required to report changes
in address, telephone number, person to notify in case of emergency
and other relevant data to the Adminstrative Assistant for inclusion
in the personnel file.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 24
11.02 Publications
All publications of the Coalition for Barrier Free Living/Houston
Center for Independent Living are available for use by employees.
Employees who have information that they would like to have included
in a CBFL/HCIL publication should submit that information to the
Community Relations/Newsletter Chairperson of CBFL. Information can
be forwarded through the office of the Houston Center for Indepen-
dent Living.
11.03 Care of Equipment
Each employee is held responsible for the equipment and other
materials entrusted to his/her care. Diagnostic materials, type-
writers, adding machines, and other equipment should be provided
with the best possible care and handling. Employees who abuse the
equipment entrusted to them may be subject to disciplinary action.
11.04 Dress Code
There is no formal dress code for CBFL/HCIL employees; however,
each employee is expected to dress in a manner deemed appropriate
for conducting business. It is particularly important that as
reprresentatives of CBFL/HCIL, employees present a professional
appearance during the conduct of business.
11.05 General Meetings
In order to keep employees apprised of agency functions, policies
and procedures, and actions of the CBFL Board of Directors, regular
meetings will be held by the Executive Director. The dates, times,
and locations of these meetings will be announced well in advance
to allow employees to make arrangements for attendance.
11.06 Temporary Employees
CBFL/HCIL occasionally employs persons for a temporary period of time,
specified at the time of hiring. Such employees are paid on a con-
tract basis and may be excluded from the CBFL/HCIL benefit program.
It is the responsibility of the Executive Director or his/her desig-
nee to inform all temporary employees of the terms of their employ-
ment and the benefits available or denied them.
Section 12: Review of CBFL/HCIL Personnel Policies
12.01 Review and Amendment of CBFL/HCIL Personnel Policies
The governing board and administrative personnel of CBFL/HCIL
is responsible for reviewing the CBFL/HCIL Personnel Policies on
an annual basis and amending those policies as appropriate for the
current mission, goals, and objectives of the organization. All
amendments to the CBFL/HCIL Personnel Policies must be reviewed and,
approved by the CBFL Board of Directors.
CBFL/HCIL Personnel Policies
Revised March 1984
Page 25
12.02 Dissemination of CBFL/HCIL Personnel Policies
All employees of CBFL/HCIL will be provided with a copy of the
officially approved CBFL/HCIL Personnel Policies. At the time of
hiring of new employees, the new employee will be required to
sign a statement indicating that he/she has received a copy of the
CBFL/HCIL Personnel Policies and has reviewed those policies. The
signed statement must be returned to the Administrative Assistant
within seventy-two (72) hours after the commencement of employment.
Current employees will be provided with copies of amendments to the
personnel policies and will be given ten (10) days in which to re-
view those amendments. After ten (10) days, current employees will
be expected to provide a signed statement indicating that they have
received and reviewed the amended personnel policies.
Any employee with a sensory impairment that interferes with his/
her reading or understanding of the terms or language of the
CBFL/HCIL Personnel Policies will be provided with whatever support
or accomodatoin is required to facilitate understanding of the
policies and procedures.
"Whether we know it or not, most
of us are already engaged in either
resisting - - or creating- - the new
civilization."
Alvin Toffler
The Third Wave
Waves of Change
1982 Annual Report
Waves of change crested at United Way in 1982
creating some of our
United Way of the
greatest problems and building a foundation for some of our greatest hopes. It was
Texas Gulf Coast
the end of an age and the beginning of a new era.
Across the country industries were slowing and changing. Eluding prior
recessions, the Houston area found itself caught in the tight net of the 1982
crunch.
Unemployment reached its highest level ever. Local job hunters were joined by
people from other parts of the nation and refugees from the Mexican economy.
People Helping People
Government cutbacks continued, placing greater responsibility on the private
The United Way
sector. The flow of government funds to United Way services was reduced by $7.9
million.
In the midst of this, needs for the basics - - food, clothing, shelter, financial
support - - were reborn with an urgency that penetrated almost all sectors of the
community. These emerging needs combined with on-going community needs
and brought a flood of requests for help from local people
some who had never
Copies of "Waves of Change", the audio-
needed help before.
visual version of this report, are available
Waves of problems surged forward but were met by waves of response. The need
for loan through the United Way Com-
munications Division, 529-5913.
was forecast by volunteers of the Long Range Planning Committee. The needy
were pinpointed through Planning and Research.
Following 8,400 hours in review of agency needs, programs and audits,
Allocations volunteers responded with a 21 percent increase for human services in
Harris, Fort Bend and Montgomery Counties. Over $28.3 million went to United
Way agencies to meet on-going community needs.
Two new agencies were admitted. In northeast Houston, Casa de Amigos
Community Center was funded for their work in the prevention of delinquency and
drug abuse among juveniles. Funding also went to The Bridge Over Troubled
Water in Pasadena to provide emergency shelter for women and children.
New programs were approved by the United Way Board of Trustees. Counsel-
ing and companionship to the elderly, help for retarded persons in independent
living situations, rape crisis counseling, and therapeutic day care for children with
behavioral problems received funding.
Although the response was great, the waves of change demanded more. Strict
control by the Finance volunteers kept United Way administrative and fundraising
costs to less than 10 percent
allowing more to go directly to community
services.
The fiscal management of the Finance volunteers and the foresight of the
P.A.I.R. (Planning, Allocations, Information Services and Research) Committee
made the creation of the Emerging Needs Fund possible.
Established to both offset the loss of government funds and to aid in meeting
critical needs caused by the economy, the Emerging Needs Fund allowed addition-
al monies to be allocated by United Way to agency programs:
Neighborhood Centers, Inc. — $45,630 to provide day care to approx-
imately 150 children, while their parents sought employment.
Family Service Center- $25,717 to maintain 4,064 homemaker ser-
vice-hours to 239 senior citizens.
Sheltering Arms- $5,099 to continue 10,800 telephone reassurance
calls to elderly Hispanics. For many, these calls are the only contact they
have outside their homes.
Houston Metropolitan Ministries - - $36,500 to supply 3,000 families
or 8,000 individuals with emergency food.
- $22,5 12 to give temporary, emergency shelter to 160 homeless people
per night over a four-month period.
- $10,625 to provide 281 refugees with job-skills training and to
contact 75 new employers.
"When I lost everything I had in the
Senior Citizens Center- $39,047 to provide meals, physical therapy
fifth flooding of my home, the Red Cross
and education to 50 senior citizens.
was there to help and feed us."
Survey Respondent
Salvation Army - $122,714 to assist 27 families in paying their utility
Brown & Root, Inc.
bills, give financial assistance to 400 needy individuals with transporta-
tion problems, provide food to 44 families and temporary housing to 700
people, help 69 families obtain medication for health problems, aid 30
families in obtaining furniture, make available 120 shelter beds to tran-
sients, and provide staff support to administer these emergency services.
Travelers Aid Society — $110,152 to shelter 1,000 people, primarily
victims of evictions, on a temporary basis.
VGS, Inc. - $56,000 to give job counseling to 298 people and job
"I grew up in a poor family, but we
placement services to 50.
shared what little we had with others.
You reap what you sew. It makes you feel
good to help others who truly need the
Fort Bend Office of Early Childhood Development- $10,018 to
help."
increase, by 11 percent, home visits to Hispanics needing bilingual,
Survey Respondent
pediatric care.
Southwestern Bell Telephone Co.
Fort Bend Planning and Service Organization - $41,664 to serve
19,632 hot meals to the elderly through meal sites and home deliveries.
Montgomery County Emergency Assistance- $12,500 to give 125
families temporary, emergency shelter.
A total of $538, 178 was provided through the $960,000 Emerging Needs Fund
to help 16,000 people — senior citizens, children, families, and individuals who
were homeless, jobless or financially strapped.
United Way was in the mainstream of problem-solving. People turned to
United Way's Information and Referral Service for assistance. I&R calls increased
by 36 percent over the previous year, with requests for emergency assistance
equaled only by those of the Thirties.
People on-the-job turned to their United Way Referral Agents for aid in family
relations, mental health and financial matters. The requests for RAP assistance
increased by 49 percent over 1981.
People also turned to United Way as a team member and as a leader in creating
new solutions for problems. Joining the Houston Committee for Private Sector
Initiatives, chairing the organization of a state-wide Government Relations Com-
mittee, monitoring and testifying for emergency funding plans and impending
legislation, United Way spoke-out on community concerns.
Spear-heading a move to coordinate efforts with other social services, United
Way led the formation of a Consortium of Human Services. For the first time state,
county, and private services joined to resolve problems together.
A guide for the unemployed was published. United Way's Help for Hard
Times filtered into the community and into the hands of those needing a resource
of services.
As United Way efforts like these intensified so, too, did the financial burden.
Campaign and Communications leaders identified the need for reaching more
people and for more active participation in the third Potential for People Cam-
paign.
Volunteers plunged into the current, recruiting more volunteers until the sea
wall of people working throughout the tri-county area totalled 4,032. They were
linked with 84 Loaned Executives as agency tours were conducted, speeches were
made, informational materials were distributed and the campaign film was shown
in companies from Rosenburg to Conroe.
Enthusiasm was high and fortified by the knowledge of the funds required to
meet increasing needs. However, the United Way had never campaigned in an
"I want to do something to help people
economy like that of 1982. Basing its projections of company campaigns still in
who are in need. United Way does a good
progress on past experiences, the final campaign total was overestimated.
job of making an equitable distribution of
Yet, employees who survived the epidemic of layoffs increased their contribu-
my contribution."
tions, and corporations demonstrated their community consciousness with in-
Survey Respondent
creased gifts. Their generosity and the hard work of volunteers realized a total of
Dow Chemical
$35,500,000 - the largest amount ever raised in United Way of the Texas Gulf
Coast history.
More people had been reached and a solid foundation for the future had been
laid.
New methods of campaigning and new modes of communication to tell the
United Way story are growing from that foundation. Waves of changing values
"The economy is so bad and so many
and technologies demand wholly new ways of thinking, as we move into the new
social programs are being cutback, I feel
era.
those in need are going to be dependent on
Communications is defining community attitudes with marketing surveys. The
individual contributions.'
United Way story is expanding to more people via cable television, suburban
Survey Respondent
newspapers, corporate newsletters and films.
Panhandle Eastern Corp.
Data Processing is providing campaigners direct computer access to data.
Computers are being used to offer people in need instant details from a maze of
services in Harris, Fort Bend and Montgomery Counties. And, telecommunica-
tions is streamlining the agencies' accounting practices and service tabulations.
The waves of change in 1982 were onerous. They swept over a comfortable
lifestyle and left us standing on unchartered shores.
The waves of change will continue, but so will the waves of United Way
response
the waves that helped 1,670,600 local people through United Way
agencies
the waves that showed the willingness of local people to give to
others
the waves that washed-up new opportunities for us to work together in
a community partnership.
WACHTER
Condensed Financial Statement
Calendar Year 1982
Combined Balance Sheet
NOTES
December 31
The United Way's financial records are au-
dited annually by an independent certified
In Thousands
public accounting firm. The audited financial
1982
1981
statements are available to the public. A sum-
Assets:
mary of some of the notes to those audited
Cash, short term investments and
statements follows:
net marketable securities
$ 12,285
$
9,431
The United Way fundraising efforts are
concentrated in the Houston-Harris
Pledges receivable, net of $5,201,450 and
County and Fort Bend County areas.
$4,225,149 for estimated uncollectible accounts
22,197
22,602
However, contractual agreements with
Other receivables
1,212
1,297
United Way in certain adjacent counties
Prepaid fundraising expense
1,662
1,435
are maintained to provide equitable dis-
Property, equipment and other assets
2,285
2,262
tribution of funds for situations in which
$ 39,641
$ 37,027
fundraising efforts overlap. The United
Way's fundraising efforts also include
Liabilities, Deferred Support
the Combined Federal Campaign, which
and Fund Balances:
is the solicitation of funds from federal
Annual fundraising support, net of estimated
employees as authorized by the federal
uncollectible pledges
$ 29,911
$ 29,519
government.
Allocations due agencies
3,013
2,081
The United Way has an agreement with
Amounts designated for other United Ways and
the United Way of Montgomery County
trade payables
658
457
(Montgomery County) whereby fun-
draising efforts are coordinated and
$ 33,582
$ 32,057
funds raised are pooled for use in a joint
Current Unrestricted Funds -
allocations process for agencies located in
Designated for building fund, other
694
789
the Montgomery County area. Mont-
Emergency and stabilization reserve
3,304
2,735
gomery County campaign proceeds are
not reflected in these financial state-
Available for subsequent allocations
723
119
ments, nor are agency allocations ex-
$ 4,721
$ 3,643
penses for which those proceeds are used.
Land building and equipment and
Annual fundraising is conducted in the
donor restricted funds
$
1,338
$
1,327
Fall to raise money for the use of partici-
pating agencies in the subsequent calen-
$ 6,059
$ 4,970
dar year. Therefore, recognition of
$ 39,641
$ 37,027
annual fundraising production (con-
tributions and pledges receivable) and
Current Unrestricted Fund Statement
related fundraising expenses is deferred
to the following year.
Of Support, Revenue and Expenses for Year
As of early March, 1983, formal con-
Ended December 31
firmation for some of the verbal commit-
In Thousands
ments received during the Fall, 1982,
1982
1981
campaign had not yet been received, and
those amounts are not reflected in the
Public Support and Revenues:
deferred annual fundraising support for
Annual Fall fundraising activity, net of estimated
1982. Those confirmations, which may
uncollectible pledges of $2,643,300 and $ 2,023,900
$
29,646
$ 24,863
subsequently be received, will be re-
Investment income, net
1,608
885
corded as contributions in the 1983
$ 31,254
$ 25,748
Statement of Support, Revenue and Ex-
penses.
Allocations and expenses:
Allocations to agencies and direct ser-
Allocations to agencies and direct services
$ 26,714
$ 22,847
vices and all functional expenses are au-
Functional expenses - -
thorized by the volunteer Board of Trus-
Fundraising
1,435
1,034
tees after consideration of recommenda-
Agency Relations
751
617
tions from volunteers serving on the
Management and General
853
696
Allocations and Finance Committees.
Payments to National organization
313
274
Most recipient agencies' fiscal years run
from July 1 through June 30. Agency
$ 30,066
$ 25,468
allocations are determined by United
Excess Support and Revenue over
Way volunteers in May of each year
Allocations and Expenses:
$
1,188
$
280
based on the agencies' budget request for
Other Changes in Fund Balances:
their next operating cycle. These alloca-
Fixed asset acquisitions and interfund building advances
<111>
<158>
tions are funded with the remainder of
Fund Balance - beginning of year:
$ 3,644
$
the previous Fall's fundraising produc-
3,521
tion and by half of the estimated produc-
Fund Balance - end of year:
$ 4,721
$ 3,643
tion from the upcoming Fall campaign.
Agency Operations
Fiscal Year 1982-83
Allocations and other expenditures are authorized by the Volunteer Boards of Trustees of the United Ways of the Texas Gulf Coast
and Montgomery County after consideration of the recommendations of volunteers serving on the allocation panels and committees
from these United Ways. As of December 31, 1982, the following are allocations for the agencies' 1982-83 operations, which are
funded from the United Ways' 1982 and 1983 revenues.
Support Of Family and Crisis Intervention
Houston Child Guidance Center
624,327
Houston Regional Council on Alcoholsim
127,500
Bay Area Committee on Drugs and Alcohol
$
57,382
Houston School for Deaf Children
206,641
Bridge Over Troubled Waters
25,000
Lighthouse of Houston
359,432
Casa de Amigos Community Center
92,000
Mental Health Association
137,000
Catholic Charities
706,456
Montgomery County Center for
Chicano Training Center, La Clinica
the Retarded
44,000
de Consulta Familiar
74,403
Montgomery County Committee On Aging
12,000
Child Care Council of Greater Houston
180,052
New Directions Club, Inc.
231,500
Children's Educational and
Recovery Center
75,000
Development Center
114,635
San Jose Clinic
361,919
Crisis Intervention of Houston
187,000
Sickle Cell Disease Research Foundation
242,797
DePelchin Faith Home
1,750,000
Speech and Hearing Institute
350,000
Emergency Assistance Association,
Visiting Nurse Association of Houston
685,878
Conroe
33,500
Visiting Nurse Association, Montgomery
Family Time, Humble/Kingwood
20,000
County
50,000
Family Service Center
1,458,340
Florence Crittenton Services
515,357
Social Development of Youth
Gulf Coast Legal Foundation
82,400
Houston Area Women's Center
190,323
Big Brothers/Big Sisters of Houston
425,540
Houston Metropolitan Ministries
302,602
Boy Scouts, Sam Houston Council
1,055,778
Jewish Community Center
428,000
Camp Fire, Inc.
134,650
Jewish Family Service
264,039
Girl Scouts, San Jacinto Council
691,750
Julia C. Hester House
328,709
Juvenile Court Volunteer Services
42,000
Metropolitan Day Care, Conroe
5,000
Montgomery County Youth Services
19,000
Montgomery County Crisis Action
14,000
Salesmanship Club Camp for Children
103,000
Montgomery County Social
YMCA
1,117,894
Service Center
275,181
YWCA
1,004,930
Neighborhood Centers
1,931,430
Youth Opportunities Unlimited
72,347
Salvation Army
908,930
Salvation Army, Montgomery County
12,000
General and Other Areawide Services
Sheltering Arms
1,118,429
Spaulding Southwest
40,000
Star of Hope Mission
281,466
American Red Cross, Houston-Harris
Travelers Aid Society of Houston
754,267
County
3,072,999
U.S.O. (National)
50,000
Ft. Bend Regional Planning & Service
Volunteers of America
191,945
Organization
27,500
Women's Christian Home
60,000
Harris County Community Services
153,894
Wesley Community Center
160,102
Houston Area Urban League
408,000
Senior Citizens Center
69,047
Texas Council on Crime and Delinquency
51,000
Health and Rehabilitation
VGS, Inc
802,235
Voluntary Action Center
100,000
American Social Health Association
$
25,000
Allocation reserve for agency emergencies
Bay Area Rehabilitation Center
73,874
& emerging needs (1)
560,906
Baytown Opportunity Center
59,173
United Way Direct Services -
Center for the Retarded, Inc.
983,342
Bay Area Social Service Center
102,843
Cerebral Palsy Developmental Disabilities
Ft. Bend Service Center
86,208
Treatment Center (Inc. Media Consortium)
609,864
Information and Government
Ft. Bend Office of Early Childhood
Relations Services (2)
506,000
Development
232,932
Ft. Bend Regional Council on Alcoholism
37,000
(1) Unused balance of reserve as of December 31, 1982.
Hear-Say
39,000
(2) Represents amounts budgeted for 1983 operations.
"I feel it is a civic responsibility to give
BOARD OF TRUSTEES
to others. United Way is the best overall
solution."
Chairman
Survey Respondent
William C. Roher
Foley's
President
John B. Utsey
Vice President
Elizabeth L. Ghrist
Secretary
The Honorable Carolyn Dineen Randall
Treasurer
W.W. Vann
"
United Way makes sure the
MEMBERS
agencies helped are really worthwhile and
operated in an efficient, business-like
manner."
Mrs. Nickolas S. Barrera
Ben C. Hayton
The Honorable Thomas Routt
Survey Respondent
John F. Brown
Albert G. James
Doris J. Singleton-Roby
Gulf Oil Chemicals
D.V. Flores
James H. Pillows
Mrs. Pauline Watson
Mrs. Alexander Harrison
Servando Ramos, CLU
Thomas H. Wilson
COMMITTEE CHAIRMEN
Long Range Planning
Labor Liaison
John W. Anderson
Don A. Horn
Communications
Data Processing
W. Page Anderson
W. Ben Kuenemann
Allocations
Planning and Evaluation
Thomas J. Brophy
Mrs. Stewart Orton
"My company first asked me to work
with the campaign when it was called Red
P.A.I.R.
Government Relations
Feather. I volunteered to continue for the
Fran B. Early
R.J. Snokhous
next 15 years. I have a very special feeling
toward the United Way.
Information Services
Employee Relations
Survey Respondent
Joyce Frieden
R. Stephen Taylor
Schlumberger Well Services
General Campaign
Robert C. Hanna
SENIOR STAFF
Executive Director
Associate Executive Director -
Frank A. Cleaver
Finance and Administration
Jeanne K. Necaise, C.P.A.
Associate Executive Director -
Government Relations
Assistant Executive Director
Al L. Henry
Communications
Sunshine Janda Overkamp, A.P.R.
Associate Executive Director -
Campaign
Associate Executive Director -
H. Allen Larsen
P.A.I.R.
Dr. Almaron M. Wilder
Director of Data Processing
Thomas C. Nall, Jr., C.D.P.
United Way of the Texas Gulf Coast
1010 Waugh Dr., P.O. Box 13668
Houston, Texas 77219
August 8, 1983
Mr. R. O. Newman
Tulsa Area United Way
1430 South Boulder
Tulsa, Oklahoma 74119
Dear Mr. Newman,
I recently attended the meeting to discuss the
application process for United Way special
allocations projects. During the meeting I
discovered an item that I felt should be brought to
the attention of the United Way Board. I contacted
Mr. McBriar at the United Way office and he
suggested that I address my letter to you.
The item which I feel should be brought to the
attention of the United Way Board is this. The
requirements for eligibility to receive United Way
funding indicate that agencies must,
"Operate on a nondiscriminatory
basis with respect to sex, age,
race, religion and national
origin.
"
While we agree that this requirement is
necessary we feel that it should read as follows:
"Operate on a nondiscriminatory
basis with respect to sex, age,
race, religion, national origin
and disability."
The current situation allows agencies
receiving United Way funding to serve individuals
with disabilities or not serve them at the
discretion of the agency involved.
As you are probably aware, providing services
on a nondiscriminatory basis for individuals with
disabilities is not something which can be done
without advance planning. An agency must be housed
in architecturally accessible facilities to
accommodate the needs of mobility limited
Tulsa Independent Living Center
1724 East 8th Street
Tulsa, Oklahoma 74104
592-1235
(Voice and TDD)
individuals, it must provide TDD and (upon prior
request) interpreter services for deaf individuals,
and (upon prior request) provide all materials and
correspondence in braille for blind individuals.
These items are the minimum that is reasonably
required to assure that individuals with
disabilities are not discriminated against by
United Way Agencies.
We fully realize that it is not the intention
of the United Way to discriminate against
individuals with disabilities. We also realize that
unless services are arranged so that they are
accessible to individuals with disabilities
inadvertent discrimination will occur.
We feel that the United Way in raising and
distributing funds should require agencies
receiving those funds to make their services
available to individuals with disabilities. It
seems unreasonable, to us, for the United Way to
exclude such a large number of individuals from
receiving services which you fund.
I am available to discuss this matter with you
at your convenience. It would be greatly
appreciated if you would bring this matter to the
attention of the United Way Board.
I look forward to hearing from you in the near
future.
Sincerely,
Proland Syhes
Roland W. Sykes
Executive Director
CC: Brook D. Tarbel, Chairman
Board of Directors, Physically Limited Inc.
NORTHWESTERN
OKLAHOMA
Articles Of
STATE
UNIVERSITY
Incorporation
ALVA, OKLAHOMA
of
Northwestern Oklahoma
State University
Foundation, Inc.
OKLAHOMA
STATE UNIVERSITY TODA
ALVA 1897 OKLA
Northwestern
Foundation Inc.
Alva, Oklahoma
ARTICLE XII
ARTICLES OF INCORPORATION
The Board shall cause an inventory and appraise-
of
ment of all assets to be made each year by three
NORTHWESTERN OKLAHOMA STATE
disinterested parties, named by the Chairman.
UNIVERSITY FOUNDATION, INC.
The Board shall have an audit of the books and
records of said Foundation made by a qualified
accountant, selected by the Board, for the preceding
ARTICLE I
year.
Such inventory and appraisement and audit shall be
The name of this. Corporation is:
filed in the office of the Foundation and shall be
NORTHWESTERN OKLAHOMA STATE UNIVERSITY
available for inspection by members of the Foundation
FOUNDATION, INC.
and presented to the members at the Annual Meeting.
ARTICLE II
The address of its registered office in the State of
Oklahoma is: College Campus, Northwestern Okla-
homa State University, in the City of Alva, Woods
County, Oklahoma.
The name of its registered agent is: Northwestern
Oklahoma State University Foundation, Inc., whose
address is College Campus, Northwestern Oklahoma
State University, Alva, Oklahoma.
ARTICLE III
The duration of the Corporation is perpetual.
ARTICLE IV
This Corporation is formed for charitable, benev-
olent, religious, educational and scientific purposes,
and has no stated capital.
ARTICLE V
This Corporation is created, and shall be admin-
istered and operated exclusively, for the benefit of
Northwestern Oklahoma State University, insofar as
the same shall be in aid of charitable, benevolent,
religious, educational, scientific and literary purposes,
as, in the judgment of the Trustees, shall be in
furtherance of the public welfare and done to promote
the well-doing or well-being of mankind. Such
distributions of the Corporate assets shall be made at
one time, or from time to time, and at such times, and
in such manner and amounts, as the Trustees in their
absolute discretion shall deem to be proper.
ARTICLE VI
Each and every person, corporation, or association
making a contribution to this Corporation of $100.00 per
calendar year shall be entitled to one vote at all
meetings of the members of this Corporation during the
year in which they made said contribution provided
further that a contribution of $1,000.00 made by cash
payment or by commitment to and payment of said
$1,000.00 in not less than ten equal consecutive annual
payments shall make said donor a life member and
grant said donor all the privileges of annual
membership provided further that no donor shall be
Secretary, without the counter-signature of the
entitled to more than one vote and provided further that
Chairman or Vice-Chairman, may order the disburse-
all voting rights obtained by this Article are non-
ment by the Business Manager of expenditures not in
transferable.
excess of $250.00; and provided further that the
disbursements shall be made of Foundation funds
which shall not be contrary to the purposes for which
ARTICLE VII
this Corporation is formed, or contrary to the conditions
The Trustees of the Corporation shall not exceed
of any restricted funds from which payment is made.
twenty-two (22) in number, all of whom shall be
members of the Corporation. These officers shall be
ARTICLE IX
numbered 1 through 22; 1 through 7 shall be filled in
The Board shall provide for a system of books and
1984 for a three-year term; 8 through 14 shall be filled
records designed to give a clear, accurate, full and
in 1984 for a two-year term; 15 through 21 shall be filled
detailed account of all the properties and dealings of
in 1984 for a one-year term; 22 shall be occupied by the
the Foundation. Such records shall be kept on file at all
President of Northwestern Oklahoma State University
times in the office of the Foundation and shall be open
for as long as s/he serves as said President and shall be
for inspection at all reasonable times by any member of
filled by his/her successor immediately upon the
the Foundation.
President ceasing to serve as said President. No person
The Executive Secretary of the Foundation shall be in
holding position 1 through 21 shall be allowed to serve
charge of the books and records and shall keep and
more than two successive three-year terms; however,
maintain them in such a way as to show a full and
any such person may serve after an absence from the
detailed account of all proceedings and transactions of
Board for one year. Not more than two of positions from
the Board. S/He shall see that all notices are duly given
each group of Trustees 1 through 7, 8 through 14, or 15
in accordance with these Bylaws and s/he shall
through 21 may be held by persons employed by
execute and sign such instruments as the Board shall
Northwestern Oklahoma State University or retired
direct and s/he shall certify to the official acts of the
therefrom.
Chairman or acting Chairman of the Board. S/He shall
provide a seal for the Foundation which shall be circular
If any Trustee by death, refusal, resignation, removal
in form and bear the name of the Foundation.
or inability fails to serve as Trustee, the members shall
The Business Manager shall perform such duties as
at the next annual or special meeting select a successor
are ordinarily performed by the Treasurer of the
Trustee to fill the unexpired term of office so vacated.
corporation. Under the supervision and direction of the
The Trustees shall not receive compensation for their
Board, s/he shall have custody of and be responsible
for the funds, monies, and accounts of the Foundation,
services as such, but may be reimbursed by the
Corporation for any authorized expenses incurred by
and s/he shall keep and maintain the financial records
them in performance of their duties as Trustees.
of the Foundation; s/he shall sign all checks or drafts
upon the funds of the Foundation.
The Recording Secretary shall perform such duties as
are ordinarily performed by the Secretary of the
corporation.
ARTICLE VIII
The Executive Secretary and the Business Manager
In no instance and under no circumstances shall any
shall give such bonds in a surety company acceptable to
the Board and authorized to do business under the laws
part of the corporate estate, whether principal, income
or accumulations, be distributed to, revert to or inure to
of the State of Oklahoma, as the Board may require.
the benefit of (a) any donor or his/her heirs or personal
The premiums of such bonds shall be paid by the
Foundation.
representatives, (b) any stockholders, members,
trustees or officers of this corporation; provided,
The compensation of the Recording Secretary shall
however, that the Executive Secretary and the Business
be fixed by the Board of Trustees.
Manager may be paid salaries for services rendered in
ARTICLE X
the performance of their duties; provided, further, that
in this Article, or elsewhere in the Articles of
The Board may employ all necessary managers and
Incorporation, nothing contained herein shall be
assistants reasonably required to manage, administer,
construed to prevent a distribution from the corporate
and protect the Foundation property; shall fix their
estate, otherwise properly made in accordance with the
compensation and their terms of service; and may
provisions and purposes hereof by reason of the fact
require such bonds as it deems necessary.
that one or more of the Trustees hereunder or of the
ARTICLE XI
stockholders, members, directors, trustees or officers
of this Corporation, may be connected or associated
Title to the corporate estate shall be taken and held in
the name of the Northwestern Oklahoma State
with the distributee as a shareholder, member, trustee,
University Foundation, Inc.
director, officer or in any other capacity.
The duties of the Chairman of the Board shall be to
ARTICLE IX
preside at all meetings of the Board and meetings of the
In connection with and incidental to the accomplish-
members of the Corporation; to authorize the issue and
ment of the purpose delineated in Article V hereof, this
signing of notices of meetings of the Board and of the
Corporation (a) may hold all property it may acquire by
members; to execute all contracts entered into by the
devise, bequest, gift, grant or in any other manner,
Board, in accordance with resolutions or orders
except that this Corporation shall not own or hold more
properly adopted by the Baord, and to execute and
real property than may be reasonably necessary for the
acknowledge all conveyances authorized by the Board.
accomplishment of its purposes; (b) may sell, exchange
S/He shall be ex-officio member of all committees.
or mortgage any or all, property held or owned by it; (c)
The Vice-Chairman shall act in place of the Chairman
receive by a gift, devise, bequest or otherwise any
in his/her absence or upon his/her disqualification or
property held absolutely or in trust to be used, either
inability to perform the duties of his/her office and
the principal or income therefrom, as may be directed
shall do and perform all the acts and duties that the
in the accomplishment of the purpose of this
Chairman might do if present and acting, upon the
Corporation; provided, however, that the specific
above-named contingencies.
enumeration of this Article of certain powers is not
The Board shall employ an Executive Secretary for
intended to be exclusive, nor to prohibit exercise of the
such term and at such salary as shall be fixed by the
Trustees of any other powers reasonably necessary to
Board. The executive Secretary shall be the chief
the accomplishment of the purpose of the Corporation.
executive officer of the Foundation and shall be
charged with the general management of the affairs of
the Foundation under the direction of the Board.
ARTICLE X
ARTICLE VI
The Bylaws of the Corporation may be altered,
An Executive Committee composed of not fewer than
amended, or repealed in whole or in part by voting
seven Trustees shall be appointed, at the first meeting
members at any annual or special meeting provided
of the Board each year, by the Chairman of the Board to
that notice of such meeting shall be given at least ten
serve for one year and until their successors are named.
days prior thereto as provided by the Bylaws.
The seven members shall include the Chairman and
Vice-Chairman of the Board, the President of the
University, one member from each of the three groups
of Trustees and one Trustee-at-large. Vacancies on the
ARTICLE XI
Executive Committee shall be filled by the Chairman of
In the event of the termination or liquidation of the
the Board.
Corporation, for any reason, after all liabilities of the
The Executive Committee shall have and exercise all
Corporation have been paid, the remaining assets of
of the authority of the Board in the management of the
the Corporation shall be turned over to Northwestern
Foundation and shall act only in the interval between
Oklahoma State University, to be used for scientific,
meetings of the Board. The authority of the Executive
literary or educational purposes, as its Board of
Committee shall nevertheless be subject to such
Regents (or governing body) shall in its sole discretion
limitations as the Board may prescribe.
determine, subject to any restrictions or limitations
The Executive Committee shall be required to keep a
placed upon said funds when accepted.
record of any action taken by it and report all such
action to the Board.
ARTICLE XII
ARTICLE VII
The number of Trustees to be elected at the first
At the first meeting of the Trustees each year, the
meeting of the Corporation is nine, and the under-
Chairman for the ensuing year shall appoint an
signed Incorporators: John N. Cameron, Glenn H.
Investment Committee and a Promotion Committee,
Downs, D.E. Frieden, Edith Haraughty, Milton W.
each consisting of not fewer than three Trustees, and
Lehr, Jesse W. Martin, Esther Smith, Beulah Starr,
the Chairman may also appoint such other special
and Mary Helen Wilson were elected as Trustees at a
committees, from time to time, as may be necessary for
meeting held for that purpose on the campus of
the accomplishment of the purposes of this Foundation.
Northwestern Oklahoma State University, Alva, Okla-
The duties and authority of such Committees shall be as
homa, on the 7th day of May, 1959, at Alva, Oklahoma.
prescribed and delegated by resolution of the Board.
ARTICLE VIII
All claims against the Foundation shall be presented
ARTICLE XIII
to the Executive Secretary and paid by the Business
At every place wherein the name Northwestern State
Manager upon disbursement order executed by the
College Foundation, Inc. appears it shall henceforth
Executive Secretary and the Chairman of the Board or
read Northwestern Oklahoma State University Founda-
the Vice-Chairman; provided that the Executive
tion, Inc. or its successors or assigns.
BYLAWS
ARTICLE IV
of
The Trustees of the Foundation shall not exceed
NORTHWESTERN OKLAHOMA STATE
twenty-two (22) in number, all of whom shall be
UNIVERSITY FOUNDATION, INC.
members of the Corporation. These officers shall be
numbered 1 through 22; 1 through 7 shall be filled in
1984 for a three-year term; 8 through 14 shall be filled
ARTICLE
in 1984 for a two-year term; 15 through 21 shall be filled
If used in these Bylaws the word "Foundation" shall
in 1984 for a one-year term; 22 shall be occupied by the
mean the Northwestern Oklahoma State University
President of Northwestern Oklahoma State University
Foundation, Inc.; the word "Trustee" shall mean a
for as long as s/he serves as said President and shall be
trustee of the Northwestern Oklahoma State University
filled by his/her successor immediately upon the
Foundation, Inc.; the word "Board" shall mean the
President ceasing to serve as said President. No person
Board of Trustees of such Foundation; the word
holding position 1 through 21 shall be allowed to serve
"Member" shall mean any person, corporation, or
more than two successive three-year terms; however,
association making a contribution to the Foundation as
any such person may serve after an absence from the
provided in the Articles of Incorporation of this
Board for one year. Not more than two of positions from
corporation.
each group of Trustees 1 through 7, 8 through 14, or 15
through 21 may be held by persons employed by
Northwestern Oklahoma State University or retired
therefrom.
ARTICLE II
All meetings of the Board shall be held on the
The Office of the Foundation shall be located on the
campus of Northwestern Oklahoma State University at
campus of Northwestern Oklahoma State University at
Alva, Oklahoma. Such meetings shall be held at least
the discretion of the Board.
once each year on call of the Chairman, or at such other
times to which such meetings may be adjourned.
Special meetings of the Board may be held upon the
call, in writing, of the Chairman or on call of not fewer
ARTICLE III
than thirty percent (30%) of the qualified Trustees, by
The annual meeting of the members shall be held on
mailing such written notice to each Trustee at least five
the day designated by the Board of Trustees each year
days in advance of the meeting. Such call shall specify
prior to July 1 and at other times on call of the Board of
the time, place and purpose of the special meeting, and
Trustees or at such times to which a regular or called
the items of business to be considered by the Board;
meeting has been postponed. A call for the regular
provided that at any meeting at which a quorum is
meeting and for each special meeting of the members
present the Board may, by a vote of two-thirds of the
shall be made in writing by the Chairman of the Board,
members present, take up and dispose of other matters
published in the newspaper printed in Woods County,
of business not included in the call.
Oklahoma with the largest paid circulation and if none
A majority of the Trustees shall constitute a quorum
then the newspaper printed in Garfield County,
of the Board at any meeting, but less than a quorum
Oklahoma with the largest paid circulation not less than
may adjourn any meeting from time to time until a
Thirty (30) days before the date thereof. Such meeting
quorum shall be present.
shall be held on the campus of Northwestern Oklahoma
The affirmative vote of the majority of those in
State University or at such place as the Board shall
attendance when a quorum is present shall be sufficient
select.
for the transaction of any business by the Board, unless
A quorum for the transaction of any business at any
the Bylaws specifically provide otherwise.
meeting of the members shall be all those present.
No proxy shall be entitled to vote at any meeting of
the members, membership, board or trustees of this
corporation.
ARTICLE V
The Chairman of the Board or any Vice-Chairman
Officers of the Foundation shall be a Chairman and a
entitled to act in his/her stead shall preside at meetings
Vice-Chairman, who shall be Trustees. The Board may
of the members of the Foundation, and the Recording
also appoint a Business Manager and a Recording
Secretary of the Board shall act as Recording Secretary
Secretary who need not be Trustees. The term of office
thereat.
of the Chairman and Vice-Chairman shall be for one
At such meetings the members may be a majority
year or until their successors shall have been selected.
vote of the votes present, in person, elect Trustees to
The terms of the Business Manager, Recording
fill vacancies on the Board and transact any business
Secretary and other employees shall be fixed by the
that may properly come before the meeting.
Board.
Less than a quorum of votes of members may adjourn
The Business Manager and Recording Secretary may
any meeting from time to time until a quorum shall be
be compensated for their services in an amount to be
present.
determined by the Board.
BYLAWS QUESTIONNAIRE
Please complete and return to:
Texas Accountants and Lawyers for the Arts
1540 Sul Ross
Houston, Texas 77006
Name of Corporation:
I. General:
Will the principal office and the registered office of the
Corporation be the same? Yes
No
If not, where
do you want the principal office to be?
What month will your fiscal year begin?
What month will it end?
Who will have the authority to sign checks and drafts (i.e.
President, Treasurer, etc.)?
Will more than one signature be required? Yes
No
In the event that the bylaws need amending or changing,
with whom do you want this power to rest?
Voting members
Directors
(Statute says members unless the bylaws provide otherwise.)
Can the bylaws be amended by a majority vote of all members
or do you want a supermajority such as a two-thirds vote?
II. Members:
Do you want to have voting members? Yes
No
To whom is membership open? (Is membership open to all who
pay dues and share the goal of the organization, or are
there other requirements or criteria?)
What amount of notice do you want to require for membership
meetings?
(Statute says the notice requirement must be no less than
ten (10) days and no more than fifty (50) days.)
Do you want to permit members to vote by proxy?
Yes
No
(Statute allows this unless the bylaws state otherwise.)
3
What will constitute a quorum of members?
(Statute says 10 percent unless the bylaws state otherwise.)
Do you want members to have the power to elect directors?
Yes
No
III. Board of Directors:
How long do you want the initial directors to serve?
How long do you want elected directors to serve?
(Statute provides for one year unless the bylaws state
otherwise. We suggest two or three year terms, with the
terms staggered to ensure that the board has some
continuity.)
Do you want to set a limit on the number of terms a board
member can serve or succeed himself or herself in the
position? Yes
No
Please provide further details regarding how you want the
board structured.
Do you want to impose a Texas residency requirement on the
board members? Yes
No
(Statute says the members need not be Texas residents.)
Do you want a maximum number of directors? Yes
No
How many?
Do you want a minimum? Yes
No
How many?
(Statute says you may not have fewer than three (3).)
Do you want a majority of the board members present at a
meeting to be a quorum? Yes
No
(Statute says that the quorum must be at least three (3).
In the absence of a provision to the contrary, the quorum
will be a majority of the full board whether or not
present.)
Do you want vacancies on the board to be filled for the
remainder of the term by a majority vote of the remaining
directors? Yes
No
If directors will have the power to elect new directors, do
you want this to be by majority vote or by some other vote
requirement?
Do you want to specifically provide for indemnification of
directors and officers? Yes
No
(Indemnification is provided for by statute, but it may be
mandatory, permissible, or prohibited in the bylaws.)
4
IV. Officers:
What officers do you want to have?
If you want to provide for officers other than President,
Vice President, Secretary and Treasurer, please provide a
brief description of their proposed duties.
Do you want the officers to be members of the board of
directors and elected by the board of directors?
Yes
No
Do you want vacancies in office to be filled by the board of
directors? Yes
No
Do you want a limit set on the number of times a person can
consecutively hold the same office? Yes
No
If so, what limit?
How long do you want officers to serve?
(Statute says terms may not be longer than three (3) years.)
V. Meetings:
How many regular board meetings do you want to hold per
year?
In what month do you want to hold your annual meeting?
What amount of notice do you want to require for regular
meetings?
Special meetings?
Do you want to permit telephone meetings? Yes
No
(Statute says these are allowed unless otherwise stated in
the bylaws.)
VI. Committees:
Do you want to provide for an advisory board and an
executive committee? Yes
No
(he suggest you provide for their creation even if you do
not establish them immediately.)
Who will be permitted to serve on committees (directors
only, or other interested members as well)?
5
Whom do you want to have the power to appoint committee
members and chairpersons?
6
ARTICLES OF INCORPORATION
OF
PEBBLES CHILDREN'S THEATRE
Attendant Services of Houston
I, the undersigned natural person of the age or eighteen
(18) years or more, acting as incorporator of a corporation
under the Texas Non-Profit Corporation Act, do hereby adopt the
following Articles of Incorporation for such Corporation.
ARTICLE ONE
Also cAlled
Name
Attendant Services of Harston(ASH)
The name of the Corporation is Pebbles Children's Theatre.
ARTICLE TWO
Nonprofit Corporation
The Corporation is a nonprofit corporation.
ARTICLE THREE
Duration
The period of the Corporation's duration is perpetual.
ARTICLE FOUR
Purposes
Section 4.01. The Corporation is organized exclusively for
charitable, literary and educational purposes, including
enhancing and supporting prehistoric children's theatre and
performing arts.
Section 4.02. Notwithstanding any other provision of these
Articles of Incorporation:
a. No part of the net earnings of the Corporation shall
inure to the benefit of any director of the
Corporation, officer of the Corporation, or any private
individual (except that reasonable compensation may be
paid for services rendered to or for the Corporation
affecting one or more of its purposes); and no
director, officer or any private individual shall be
entitled to share in the distribution of any of the
corporate assets on dissolution of the Corporation. 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 publication or distribution of
statements) any political campaign on behalf of any
candidate for public office.
7
b. The Corporation shall not conduct or carry on any
activities not permitted to be conducted or carried on
by an organization exempt from taxation under Section
501 (c) (3) of the Internal Revenue Code and its
Regulations as they now exist or as they may hereafter
be amended, or by an organization, contributions to
which are deductible under 170 (c) (2) of the Internal
Revenue Code and Regulations as they now exist or as
they may hereafter be amended.
C. Upon dissolution of the Corporation or the winding up
of its affairs, the assets of the Corporation shall be
distributed exclusively to charitable organizations
which would then qualify under the provisions of
Section 501 (c) (3) of the Internal Revenue Code and its
Regulations as they now exist or as they may hereafter
be amended.
d. The Corporation is organized pursuant to the Texas Non-
Profit Corporation Act and does not contemplate
pecuniary gain or profit and is organized for nonprofit
purposes.
ARTICLE FIVE
Membership
The Corporation shall have no members.
ARTICLE SIX
Initial Registered Office and Agent
AWN
The street address of the initial registered office of the
Corporation is 2221 Bam Bam Parkway, Houston, Texas 77050, and
the name of its initial registered agent at such address is Bron
T. Saurus.
ARTICLE SEVEN
Directors
The number of Directors constituting the initial Board of
Directors of the Corporation is three (3), and the names and
addresses of those people who are to serve as the initial
Directors are:
Name
Address
Fred Flintstone MARY AND Brand
10 Rubble Street
Houston, TX 77099
Snidely Whiplash Nita?
99 Moustache Lane
Houston, TX 77072
Rocky J. Squirrell Roberta?
2281 Airport Drive
Houston, TX 77019
8
ARTICLE EIGHT
Indemnification of Directors and Officers
Each Director and each officer or former Director or officer
of the Corporation may be indemnified and may be advanced
reasonable expenses by the Corporation against liabilities
imposed upon him or her and expenses reasonably incurred by him
or her in connection with any claim against him or her, or any
action, suit or proceeding to which he or she may be a party by
reason of his or her being, or having been, such Director or
officer and against such sum as independent counsel selected by
the Directors shall deem reasonable payment made in settlement
of any such claim, action, suit or proceeding primarily with the
view of avoiding expenses of litigation; provided, however, that
no Director or officer shall be indemnified (a) with respect to
matters as to which he or she shall be adjudged in such action,
suit or proceeding to be liable for negligence or misconduct in
performance of duty, (b) with respect to any matters which shall
be settled by the payment of sums which independent counsel
selected by the Directors shall not deem reasonable payment made
primarily with a view to avoiding expense of litigation, or (c)
with respect to matters for which such indemnification would be
against public policy. Such rights of indemnification shall be
in addition to any other rights to which Directors or officers
may be entitled under any bylaw, agreement, corporate resolution,
vote of Directors or otherwise. The Corporation shall have the
power to purchase or maintain at its cost and expense insurance
on behalf of such persons to the fullest extent permitted by this
Article and applicable state law.
ARTICLE NINE
Limitation on Scope of Liability
No Director shall be liable to the Corporation for monetary
damages for an act or omission in the Director's capacity as a
Director of the Corporation, except and only for the following:
a. A breach of the Director's duty of loyalty to the
Corporation;
b. An act or omission not in good faith by the Director or
an act or omission that involves intentional misconduct
or knowing violation of the law by the Director;
C.
A transaction from which the Director gained any
improper benefit whether or not such benefit resulted
from an action taken within the scope of the Director's
office; or
d.
An act or omission by the Director for which liability
is expressly provided for by statute.
9
ARTICLE TEN
Incorporators
The name and street address of the incorporator is:
Name
Address
MARY ANN BOARD
Fred Flintstone
10 Rubble Street
Houston, TX 77099
In witness whereof, I have hereunto set my hand, this
day of
, 19 .
Fred Flintstone
SWORN TO AND SUBSCRIBED BEFORE ME, a Notary Public, on this
the
day of
, 19 .
Notary Public in and for
County, Texas
My Commission Expires:
10
CORPORATE VEIL CONCEPT
Corporation
Due
Third Parties
Corporation
Fiduciary
can DUS for
Deties
breach of
1. Sue Corporation/Torporate veil
(3) to
Directors and
Duties
prosmably protects directors.
Corpora-
Officers
officers, employees and
tion
volunteers from most actions.
2. Tort Liability - Bue individ-
Corporation
Employees
wals, but defendents may be
can BUS for
Duty to Act
indemnified by corporation.
actions out-
within scope
side scope
of Authority
3. Government may have direct
of Authority
Volunteers
11.0.,
action under statute 11.0.,
employment taxes).
contracts)
4. "Baneficiary" (bard to define)
may have swit against
directors and officers for
breach of fiduciary duties.
IN "REAL MORLD"
Corporation
Monimal Assets
Third Parties
will sue all parties,
particularly "deep pocket,"
resulting in costs of litigation
Directors; Officers,
Employees and Volunteers
11
State
(EXAMPLE)
duphoole red $465.
BYLAWS
OF
[NAME OF CORPORATION]
ARTICLE ONE
OFFICES
Section 1.01. Principal Office. The principal office of
the Corporation in the State of Texas shall be located in the
City of Houston, County of Harris. The Corporation may have such
other offices, either within or without the State of Texas, as
the Board of Directors may determine or as the affairs of the
Corporation may require from time to time.
Section 1.02. 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 may be, but need not be,
identical with the principal office of the Corporation in the
State of Texas, and the address of the registered office may be
changed from time to time by the Board of Directors.
ARTICLE TWO
PURPOSES
Section 2.01. Organizational Purposes. The Corporation is
organized exclusively for charitable and educational purposes
including educating and promoting public awareness and interest
in the flute. Flutists will have the opportunity to share their
talents with the community, region, and nation through unique
community concerts, children's programs, tours, master classes,
workshops, summer camps, and other endeavors designed to educate
children, young musicians, and adults and promote the art in
general. The Corporation may engage in any activities which
further its purposes.
No part of the net earnings of the Corporation shall inure
to the benefit of any Director of the Corporation, officer of the
Corporation, or any private individual (except that reasonable
compensation may be paid for services rendered to or for the
Corporation affecting one or more of its purposes), and no
Director or officer of the Corporation, or any private individual
shall be entitled to share in the distribution of any of the
corporate assets on dissolution of the Corporation. 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 publication or distribution of
statements) any political campaigning on behalf of any candidate
for public office.
12
Notwithstanding any other provision of these Bylaws, the
Corporation shall not conduct or carry on any activities not
permitted to be conducted or carried on by an organization exempt
from taxation under Section 501 (c) (3) of the Internal Revenue
Code and its Regulations as they now exist or as they may
hereafter be amended, or by an organization, contributions to
which are deductible under Section 170 (c) (2) of the Internal
Revenue Code and Regulations, as they now exist or as they may
hereafter be amended.
Upon dissolution of the Corporation or the winding up of its
affairs, the assets of the Corporation shall be distributed
exclusively to charitable organizations which would then qualify
under the provisions of Section 501 (c) (3) of the Internal Revenue
Code and its Regulations as they now exist or as they may
hereafter be amended.
ARTICLE THREE
MEMBERS
Section 3.01. Members. The Corporation shall have no
voting members.
OR
MEMBERS
Section 3.01. Classes of Members and Dues. The Corporation
shall have classes of members. All members must be at least
eighteen (18) years of age. Membership dues shall be determined
by the Board.
Section 3.02. Membership. Shall be open to any interested
individual (artist or non-artist) and organization. An
affirmative vote of a majority of the Directors shall be required
for acceptance.
Section 3.03. Voting Rights. Each member shall be entitled
to one vote on each matter submitted for discussion or for
electing new Directors.
Section 3.04. Termination of Membership. The Board of
Directors, by affirmative vote of a majority of all of the
members of the Board may suspend or expel a member for cause
after an appropriate hearing, and may, by a majority vote of
those present at any regularly constituted meeting, terminate the
membership of any member who becomes ineligible for membership,
or suspend or expel any member who shall be in default for
payment of dues for the period fixed in Article II of these
Bylaws.
Section 3.05. Resignation. Any member may resign by filing
a written resignation with the Secretary, but such resignation
shall not relieve the member so resigning of the obligation to
pay any dues, assessments or other charges therefore accrued and
1.3
unpaid.
Section 3.06. Reinstatement. Upon written request signed
by a former member and filed with the Secretary, the Board of
Directors may, by the affirmative vote of a majority of the
members of the Board, reinstate such former member to membership
upon such terms as the Board of Directors may deem. appropriate.
Section 3.07. Transfer of Membership. Membership in this
Corporation is not transferable or assignable.
ARTICLE FOUR
MEETING OF MEMBERS
Section 4.01. Annual Meeting. An annual meeting of the
members shall be held on the first
in
each year,
beginning with the year
,
at the hour of
p.m., for the
purpose of electing Directors and for transaction of other
business as may come before the meeting. If the day fixed for
the annual meeting shall be on a legal holiday in the State of
Texas, such meeting shall be held on the next succeeding business
day. If the election of Directors shall not be held on the day
designated herein for any annual meeting, or at any adjournment
thereof, the Board of Directors shall cause the election to be
held at a special meeting of the members as soon thereafter as
possible.
Section 4.02. Special Meetings. Special meetings of the
members may be called by the President, the Board of Directors,
or not less than one-tenth of the members having voting rights.
Section 4.03. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of Texas,
as the place of meeting for any annual meeting or for any special
meeting called by the Board of Directors. If no designation is
made or if a special meeting be otherwise called, the place of
meeting shall be the registered office of the Corporation in the
State of Texas; but if all of the members shall meet at any time
and place, either within or without the State of Texas, and
consent to the holding of a meeting, such meeting shall be valid
without call or notice, and at such meeting any Corporation
action may be taken.
Section 4.04. Notice of Meeting. Written or printed notice
stating the place, day, and hour of any meeting of members shall
be delivered, either personally or by mail, to each member
entitled to vote at such meeting, not less than ten (10) nor more
than fifty (50) days before the date of such meeting, by or at
the direction of the President, or the Secretary, or the officers
calling the meeting. In case of a special meeting or when
required by statute or these Bylaws, the purpose or purposes for
which a meeting is called shall be stated in the notice. If
mailed, the notice of a meeting shall be deemed delivered when
deposited in the United States mail addressed to the member at
this address as it appears on the records of the Corporation with
14
postage thereon prepaid.
Section 4.05. Informal Action by Members. Any action
required by law to be taken at a meeting of the members of any
action which may be taken at a meeting of the members may be
taken without a meeting, if a consent in writing, setting forth
the action 50 taken, shall be signed by all of the members
entitled to vote with respect to the subject matter thereof.
Section 4.06. Quorum. The members holding a majority of
the votes which may be cast at any meeting shall constitute a
quorum at such meeting. If a quorum is not present at any
meeting of members, a majorit of the members present may adjourn
the meeting from time to time without further notice.
Section 4.07. Proxies. At any meeting of members, a member
entitled to vote n.ay vote by proxy executed in writing by the
member or by his duly authorized attorney in fact. No proxy
shall be valid after three (3) months from the date of his
executive, unless otherwise provided in the proxy.
Section 4.08. Voting by Mail. Where Directors are to be
elected by members or any class of members, such an election may
be conducted by mail in such manner as the Board of Directors
shall determine.
ARTICLE FOUR
BOARD OF DIRECTORS
Section 4.01. General Powers. The affairs of the
Corporation shall be managed by its Board of Directors.
Directors need not be residents of Texas.
Section 4.02. Number Tenure and Qualifications. The
number of Directors shall be not less than three (3) nor more
than fifteen (15). The initial Directors shall serve terms of
one (1) and two (2) years respectively. Afterwards, each
director shall serve for two (2) years, thereby providing for
staggered terms. The initial terms of additional Directors
should be fixed to ensure that a disproportionate number of
Directors (more than one-half) will not be up for election in any
given year.
Section 4.03. Regular Meetings. The Board of Directors
shall provide for by resolution the time and place, either within
or without the State of Texas, for the holding of the regular
annual meeting (s) of the Board, and may provide by resolution the
time and place for the holding of additional regular meetings of
the Board, without other notice than such resolution. However,
there shall never be less than one annual meeting of the Board of
Directors.
Section 4.04. Annual Meetings. Beginning in 19 an
annual meeting of the Board of Directors shall be held at the
date, time and place determined by the Board of Directors.
15
Section 4.05. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
Chairman, President, or any two Directors. The person or persons
authorized to call special meetings of the Board may fix any
place, either within or without the State of Texas, as the place
for holding any special meetings of the Board called by them.
Section 4.06. Meetings Utilizing Electronic Media. Members
of the Board of Directors or members of any committee designated
by the Board of Directors may participate in and hold a meeting
of that Board or committee, respectively, by means of conference
telephone or similar communication equipment, provided that all
persons participating in such a meeting shall constitute presence
in person at such meeting, except where a person participates in
the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not
lawfully created.
Section 4.07. Notice. Notice of any special meeting of
the Board of Directors shall be given at least one (1) day
previously thereto by oral or written notice delivered personally
or sent by mail or telegram to each Director at his address as
shown by the records of the Corporation. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail so addressed with postage thereon prepaid. If notice
be given by telegram, such notice shall be deemed to be delivered
when the telegram is delivered to the telegram company. Any
Director may waive notice of any meeting. The attendance of a
Director at any meeting shall constitute a waiver of notice of
such meeting, except when a Director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board need be specified in the notice
or waiver of notice of such meeting, unless specifically required
by law or by these Bylaws.
Section 4.08. Quorum. A majority of the Board of
Directors, but never less than three (3), shall constitute a
quorum for the transaction of business at any meeting of the
Board; but if less than a quorum of the Directors are present at
said meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
Section 4.09. Manner of Acting. The act of a majority of
the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless the act of a
greater number is required by law or by these Bylaws.
Section 4.10. Vacancies. Any vacancy occurring in the
Board of Directors, and any directorship to be filled by reason
of an increase in the number of Directors, shall be filled by the
Board of Directors. A Director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office.
16
Section 4.11. Compensation. Directors as such shall not
receive any stated salaries for their services, but by resolution
of the Board of Directors a fixed sum and expenses of attendance,
if any, may be allowed for attendance at each regular or special
reeting of the Board, but nothing herein contained shall be
construed to preclude any Director from serving the Corporation
in any other capacity and receiving compensation therefor.
Section 4.12. Informal Action by Directors. Any action
required by law to be taken at a meeting of Directors, or any
action which may be taken at a meeting of Directors, may be taken
without a meeting if a consent in writing setting forth the
action so taken shall be signed by all the Directors.
Section 4.13. Resignation. Any Director may resign by
giving written notice to the President. The resignation shall be
effective at the next called meeting of the Board of Directors.
Section 4.14. Removal. Any Director may be removed with or
without cause by a majority of the remaining Directors.
Section 4.15. Proxies. At any meeting of the Board, a
Director may vote in person or by proxy executed in writing. A
proxy shall be valid for three months from date of execution.
Such proxy shall be invalidated if that Director is present and
elects to cast his own vote.
Section 4.16. Indemnification. The Corporation may
indemnify and advance reasonable expenses to directors, officers,
employees and agents of the Corporation to the fullest extent
required or permitted by Article 2.22A of the Texas Non-Profit
Corporation Act, subject to the restrictions, if any, contained
in the Corporation's Articles of Incorporation. The Corporation
shall have the power to purchase and maintain at its cost and
expense insurance on behalf of such persons to the fullest extent
permitted by Article 2.22A of the Texas Non-Profit Corporation
Act.
ARTICLE FIVE
OFFICERS
Section 5.01. Officers. The officers of the Corporation
shall be a Chairman of the Board, President, one or more Vice
Presidents (the number thereof to be determined by the Board of
Directors), a Secretary, a Treasurer, and such other officers as
may be elected in accordance with the provisions of this Article.
The Board of Directors may elect or appoint such other officers,
including one or more Assistant Secretaries and one or more
Assistant Treasurers, as it shall deem desirable, such officers
to have the authority and perform the duties prescribed, from
time to time, by the Board of Directors. Any two or more offices
may be held by the same person, except the offices of President
and Secretary.
17
Section 5.02. Election and Term of Office. The officers of
the Corporation shall be elected annually by the Board of
Directors at the regular annual meeting of the Board of
Directors. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as
conveniently may he, New offices may be created and filled at
any meeting of the Board of Directors. Each officer shall hold
office until his successor shall have been duly elected and shall
have qualified.
Section 5.03. Removal. Any officer elected or appointed by
the Board of Directors may be removed by the Board of Directors
whenever in its judgment the best interest of the Corporation
would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the officer 50
removed.
Section 5.04. Vacancies. A vacancy in any office because
of death, resignation, disqualification, or otherwise, may be
filled by the Board of Directors for the unexpired portion of the
term.
(OPTIONAL)
Section 5.05. Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the Board of Directors and
shall discharge the duties of the President in his absence or
disability.
Section 5.06. President. The President shall be the
principal executive officer of the Corporation and shall, in
general, supervise and control all of the business and affairs of
the Corporation. He shall preside at all meetings of the Board
of Directors. Ee may sign, with the Secretary or any other
proper officer of the Corporation authorized by the Board of
Directors, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by
these Bylaws or by statute to some other officer or agent of the
Corporation; and in general he shall perform all duties incident
to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time, including
participating in various committee meetings as a member or
chairman thereof.
5.06
Section 5.07. Vice President. In the absence of the
President or in the event of his inability or refusal to act, the
Vice President (or in the event there be more than one Vice
President, the Vice Presidents in order of their election) shall
perform the duties of the President, and when so acting shall
have all the powers of and be subject to all the restrictions
upon the President. Any Vice President shall perform such other
duties as from time to time may be assigned to him by the
President or Board of Directors.
18
5,02
Section 5.08. Treasurer. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine. He shall
have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for
roneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the
Corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with the
provisions of these Bylaws; he shall keep proper books of account
and other books showing at all times the amount of funds and
other property belonging to the Corporation, all of which books
shall be open at all times to the inspection of the Board of
Directors; he shall also submit a report of the accounts and
financial condition of the Corporation at each annual meeting of
the Board of Directors; and in general perform all the duties
incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the President or by the
Board of Directors.
5.09 Section 5.09. Secretary. The Secretary shall keep the
minutes of the meetings of the Board of Directors in one or more
books provided for that purpose; give all notices in accordance
with the provisions of these Bylaws or as required by law; be
custodian of the corporate records and of the seal of the
Corporation, and affix the seal of the Corporation to all
documents, the execution of which on behalf of the Corporation
under its seal is duly authorized in accordance with the
provisions of these Bylaws; and, in general, perform all duties
incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the President or Board of
Directors. The Board of Directors and Officers shall give bonds
of the faithful discharge of their duties in such sums and with
such sureties as the Board of Directors shall determine. The
Assistance Treasurer and Assistant Secretaries, in general, shall
perform such duties as shall be assigned to them by the Treasurer
or the Secretary or by the President or the Board of Directors.
ARTICLE SIX
COMMITTEES
Section 6.01. Appointment. The President shall appoint
members of committees established by the Board of Directors. The
Board of Directors shall appoint the chairman of each committee.
These committees shall perform such functions and make such
reports as the President or Board of Directors shall determine.
Both Directors and members of the Advisory Board may serve on all
committees except the Executive Committee.
Section 6.02. Committees of Directors. The Board of
Directors, by resolution adopted by a majority of the Directors
in office, may designate and appoint one or more committees, each
of which shall consist of two or more persons, a majority of whom
are Directors, which committees, to the extent provided in said
19
resolution shall have and exercise the authority in the
management of the Corporation of the Board of Directors.
However, no such committee shall have the authority of the Board
of Directors in reference to amending, altering, or repealing the
Bylaws; electing, appointing, or removing any member of any such
committee or any Director or officer of the Corporation; amending
the Articles of Incorporation; adopting a plan of merger or
adopting a plan of consolidation with another Corporation;
authorizing the sale, lease, exchange, or mortgage of all or
substantially all of the property and assets of the Corporation;
authorizing the voluntary dissolution of the Corporation or
revoking proceedings therefor; adopting a plan for the
distribution of the assets of the Corporation; or amending,
altering, or repealing any resolution of the Board of Directors
which by its terms provides that it shall not be amended, altered
or repealed by such committee. The designation and appointment
of any such committee and the delegation thereof of authority
shall not operate to relieve the Board of Directors, or any
individual Director, of any responsibility imposed on it or him
by law.
6.02
Section 6.03. Executive Committee. The Board of Directors
may from among its members appoint an Executive Committee
consisting of the officers and any additional members as deemed
necessary by the Board to serve at the pleasure of the Board.
The President, unless absent or otherwise unable to do 50, shall
preside as Chairperson of the Executive Committee. The Committee
shall meet at the call of the President or the Board of
Directors, or any two (2) members of the Committee, and shall
have and may exercise when the Board of Directors is not in
session the power to perform all duties, of every kind and
character, not required by law or the charter of the Corporation
to be performed solely by the Board of Directors. The Executive
Committee shall have authority to make rules for the holding and
conduct of its meetings, keep records thereof and regularly
report its actions to the Board. A majority but never less than
three of the members of the Committee in office shall be
sufficient to constitute a quorum at any meeting of the
Committee, and all action taken at such a meeting shall be by a
majority of those present. All acts performed by the Executive
Committee in the exercise of it aforesaid authority shall be
deemed to be, and may be certified as, acts performed under
authority of the Board of Directors. Vacancies in the Executive
Committee shall be filled by appointment by the Board of
Directors. All actions of the Executive Committee shall be
recorded in writing in a minute book kept for that purpose and a
report of all action shall be made to the Board of Directors at
its next meeting. The minutes of the Board of Directors shall
reflect that such a report was made along with any action taken
by the Board of Directors with respect thereto.
6.03
Section 6.04. Nominating Committee. The President shall,
with thirty (30) days advance notice to the Board of Directors,
appoint the members of the Nominating Committee created by the
Board of Directors. The members shall be members of the Board of
20
Directors and Advisory Board appointed to nominate candidates for
officers and directors. Additional nominations may be made by
Directors at the annual meeting.
6.04.
Section 6.05. Advisory Committee. The function and purpose
of the Advisory Committee shall be to advise the Board of
Directors on matters relating to the purpose of the organization
and to suggest projects which the Corporation may undertake.
6.05
Section 6.06. Other Committees. Other committees not
having and exercising the authority of the Board of Directors in
the management of the Corporation may be designated by a
resolution adopted by a majority of the Directors present at a
meeting at which a quorum is present. Except as otherwise
provided in such resolution, the President of the Corporation
shall appoint the members of each such committee. Any member
thereof may be removed by the person or persons authorized to
appoint such member whenever in their judgment the best interests
of the Corporation shall be served by such removal. Members of
such committee or committees may, but need not be, Directors.
6.06
Section 6.07. Term of Office. Each member of a committee
shall continue as such until the next annual meeting of the
members of the Board of Directors and until his successor is
appointed, unless the committee shall be sooner terminated, or
unless such member be removed from such committee, or unless such
member shall cease to qualify as a member thereof.
bod
Section 6.08. Chairman. One member of each committee shall
be appointed chairman by the person or persons authorized to
appoint the members thereof.
6.08
Section 6.09. Vacancies. Vacancies in the membership of
any committee may be filled by appointments made in the sare
manner as provided in the case of the original appointments.
6.80
Section 6.10. Quorum. Unless otherwise provided in the
resolution of the Board of Directors designating a committee, a
majority of the whole committee shall constitute a quorum and the
act of a majority of the members present at a meeting at which a
quorum is present shall be the act of the committee.
6.10
Section 6.11. Rules. Each committee may adopt rules for
its government not inconsistent with these Bylaws or with rules
adopted by the Board of Directors.
611
Section 6.12. Committee Dissolution. The Board of
Directors may, in its sole discretion, dissolve any committee
with or without cause. Except for the Executive Committee, such
dissolution shall require approval by a majority of the quorum.
The Executive Committee shall only be dissolved by approval of
sixty-six percent (66%) or more of all members of the Board of
Directors.
21
ARTICLE SEVEN
CONTRACTS, CHECKS, DEPOSITS, AND GIFTS
Section 7.01. Contracts. The Board of Directors may
authorize any officer or officers, agent or agents of the
Corporation, in addition to the officers so authorized by these
Bylaws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances.
Section 7.02. Checks and Drafts, Etc. All checks, drafts,
or orders for the payment of money, notes, or other evidence of
indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors. In the
absence of such determination by the Board of Directors, such
instruments shall be signed by the Treasurer or an Assistant
Treasurer and countersigned by the President or a Vice President
of the Corporation.
Section 7.03. 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.
Section 7.04. Gifts. The Board of Directors may accept on
behalf of the Corporation any contribution, gift, bequest, or
devise for the general purposes or for any special purpose of the
Corporation.
ARTICLE EIGHT
BOOKS AND RECORDS
Section 8.01. Books and Records. The Corporation shall
keep correct and complete books and records of account of the
activities and transactions of the Corporation including, a
minute book which shall contain a copy of the Corporation's
application for tax-exempt status (IRS Form 1023), copies of the
organization's IRS information return (Form 990), and a copy of
the Articles of Incorporation, By-Laws, and Amendments. The
Corporation shall also keep minutes of the proceedings of its
Board of Directors and any committees having the authority of the
Board of Directors. All books and records of the Corporation may
be inspected by any Director or his agent or attorney for any
proper purpose at any reasonable time. Representatives of the
Internal Revenue Service may inspect these books and records as
necessary to meet the requirements relating to federal tax form
990.
ARTICLE NINE
FISCAL YEAR
Section 9.01. Fiscal_Year. The fiscal year of the
Corporation shall be determined by the Board of Directors.
22
ARTICLE TEN
SEAL
Section 10.01. seal. The Board of Directors may authorize a
corporate seal.
ARTICLE ELEVEN
WAIVER OF NOTICE
Section 11.01. 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 Articles 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 therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE TWELVE
AMENDMENTS TO BYLAWS
Section 12.01. Amendments to Bylaws. These Bylaws may be
altered, amended, or repealed and new Bylaws may be adopted by a
majority of the Directors present at any regular meeting or at
any special meeting, if at least one day's written notice is
given of an intention to alter, amend, or repeal these Bylaws or
to adopt new Bylaws at such meeting.
CERTIFICATE
I HEREBY CERTIFY that the foregoing is a true, complete and
correct copy of the By-Laws of [Name of Corporationl, a Texas
nonprofit corporation, in effect on the date hereof.
IN WITNESS WHEREOF, I hereunto set my hand and affix the
seal of the Corporation, this
day of
,
19
.
Secretary
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