Bylaws

ARTICLE I:     NAME
ARTICLE II:    PURPOSE
ARTICLE III:   MEMBERS
ARTICLE IV:   BOARD OF DIRECTORS
ARTICLE V:    MEETINGS
ARTICLE VI:   OFFICERS
ARTICLE VII:  COMMITTEES
ARTICLE VIII: FISCAL YEAR
ARTICLE IX:   BOOKS AND RECORDS
ARTICLE X:    DISTRIBUTIONS OF FINANCIAL ASSISTANCE
ARTICLE XI:   INDEMNIFICATION CLAUSE
ARTICLE XII:  PROHIBITED ACTS

ARTICLE I.          NAME

The name of this organization shall be From the Heart Employee Benevolent Fund, Inc. (referred to herein as the Organization). The Organization is incorporated as a non-profit corporation under laws of the Texas and is located in Tarrant County, Texas

ARTICLE II.        PURPOSE

The purpose of the Organization is to engage in nonprofit activity in order to accomplish its stated mission. The mission of The Organization is to provide financial assistance to employees of Practitioners Publishing Company (PPC) and their families with catastrophic needs.

ARTICLE III.       MEMBERS

As a corporation, the Organization shall have no members.

ARTICLE IV.       BOARD OF DIRECTORS

Section 1. General

The affairs and business of the Organization shall be managed by a Board of Directors who shall be selected, or elected, as provided herein. The number of Directors shall be no fewer than five (5) and no more than fifteen (15) voting directors. The Board shall be comprised of both PPC employee representatives and outside community volunteers. The number of Directors to serve at any particular time shall be determined by the Board.

Section 2. Duties

The Board shall have the control and management oversight of the affairs and business of the Organization. The Board may adopt rules and regulations for the conduct of their meetings and the management of the Organization as they may deem proper, not inconsistent with these Bylaws and the Laws of the State of Texas.

Section 3.  Compensation

Directors shall receive no compensation for their services as members of the Board. 

Section 4.  Term of Office

Initially, one-half (1/2) of the Organization’s board terms are to expire after one (1) year, with the remaining one-half (1/2) to expire after two (2) years. Subsequently, the term of office for a Director shall be two (2) years, and no Director shall be eligible to serve for more than two (2) consecutive terms.

Section 5. Election

The successors to those Directors whose terms of office expire shall be elected each year by the remaining Directors. A slate of nominees will be presented to the Board for approval prior to the end of the Organization’s fiscal year.

Section 6.  Removal and Resignation of Directors

Any Director may be removed at will by a majority vote of the Board of Directors.

Failure to attend three consecutive Board meetings may be considered a resignation by such Directors and the position filled as a vacancy.

Section 7.  Vacancies

Board vacancies may be filled for the unexpired portion of the term by majority vote of the remaining Directors.

ARTICLE V.         MEETINGS

Section 1.  Regular Meetings

Regular meetings of the Board of Directors shall be held at date fixed by the Board. At least four meetings shall be held each year.

Section 2.  Annual Meetings

The annual meeting of the Board of Directors shall be held at a date to be fixed by the Board of Directors.

Section 3.  Special Meetings

Special meetings may be called by the President of the Organization, as herein after defined, and may also be called upon the written request of any three voting members of the Board of Directors.

Section 4.  Notice of Special Meetings

Notice of special meetings shall be given to each Director in writing at his or her last known address at least seven days prior to the date of such meeting, specifying the time and place of such meeting and the business to be brought before the meetings.

Section 5.  Quorum

One-third (1/3) of the voting members of the Board of Directors shall constitute a quorum, so long as the one-third (1/3) present includes both PPC employee representatives and outside community volunteers.

Section 6.  Voting   

Each Director shall have one vote.

ARTICLE VI.       OFFICERS

Section 1.  Elections

Officers shall be elected by a majority of the Board of Directors at the meeting prior to the forthcoming year. Officers must be members of the Board of Directors.

Section 2.  Term of Office

The term of office of an elected officer of the Organization shall be one (1) year beginning Jan 1. No elected officer shall serve for more than two (2) consecutive terms in the same elected office.

Section 3.  Officers

The officers of the Organization shall be:

1.  President

2.  Secretary

3.  Treasurer

The Board of Directors may elect or appoint other officers as considered necessary, so long as at least one (1) officer is an outside volunteer at any point in time.

Section 4.  Duties

President -- The President shall be the principal executive officer of the Organization and shall in general supervise and control all of the business and affairs of the organization.

The President shall preside at all the meetings of the Board of Directors. The President can call regular and special meetings of the Directors in accordance with these Bylaws.

The President or his or her designee shall approve all contracts and agreements in the name of the Organization, subject to the advice and approval of the Board of Directors.

The President shall have the power and authority to appoint ad hoc committees and chairmen as needed.

The President shall also perform other duties and functions as from time to time may be directed by the Board.

Secretary -- The Secretary shall be the custodian and guarantor of the Corporate records. The Secretary shall keep and maintain the minutes of the meetings of the Board of Directors and shall perform such other functions as may be directed by the President or the Board.

Treasurer --  The Treasurer shall be the chief accounting and financial officer of the Organization and shall have active control and supervision of all matters pertaining to the finances and accounts and records of the Organization. The Treasurer shall ensure that the financial policies adopted by the Board are duly followed, and at each regularly scheduled meeting shall provide financial reports to the Board of Directors. The Treasurer shall perform such other functions as may be directed by the President or the Board.

Section 5.  Vacancies

All vacancies in any office shall be filled by the Board, without undue delay, at its regular meeting or at a special meeting called for that purpose.

Section 6.  Compensation of Officers

Officers shall receive no compensation.

Section 7.  Removal

The Board of Directors may remove at will any officer by majority vote. without cause.

Article VII.      Committees

Section 1.  Fund Development Committee

Under the supervision of the Board, the Fund Development Committee shall be responsible for planning fundraising activities and/or events to raise funds to further the Organization’s mission. The President shall appoint the chairperson of the committee, and the President and committee chairperson shall appoint the members of the committee. At least one (1) Director shall serve on the committee.

Section 2.  Other Committees

The Board of Directors may designate other committees as it deems desirable. The President shall appoint the chairperson of such committees. Such committees may include individuals who are not Directors, but at least one (1) Director shall serve on designated committees.

Article VIII.    FISCAL YEAR

The fiscal year of the Organization shall begin on the first day of January and end on the last day of December in each year.

ARTICLE IX.       BOOKS AND RECORDS

The Organization shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board of Directors and committees. All books and records of the Organization may be inspected by any Board member, or his agent, or attorney for any purpose at any reasonable time.

ARTICLE X.         DISTRIBUTIONS OF FINANCIAL ASSISTANCE

Distributions of financial assistance to employees of PPC shall be made in accordance with the Organization’s financial assistance distribution policy. Such policy will be established and approved by the Board of Directors.

Article XI.       Indemnification Clause

Section 1.  When Indemnification is Required, Permitted, and Prohibited

(a)  The Organization shall indemnify a director, officer, committee member, or agent of the Organization who was, is, or may be named a defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity or duties in the Organization.

For the purposes of this article, an agent includes one who is or was serving or acting at the request of the Organization as a director, officer, partner, venture, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

However, the Organization shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Organization’s best interest. In case of criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful.

The Organization shall not indemnify a person who is found liable to the Organization or is found liable to another on the basis of improperly receiving a personal benefit.

A person is conclusively considered to have been found liable to the Organization or is found liable to another on the basis of improperly receiving a personal benefit.

A person is conclusively considered to have been found liable in relation to any claim, issue, or matter of the person that has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted.

(b)  The termination of a proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Organization.

(c)  The Organization shall pay or reimburse reasonable expenses incurred by a director, officer, committee member, employee, or agent of the Organization in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the Organization when the person is not a named defendant or respondent in the proceeding.

(d)  In addition to the situations otherwise described in this paragraph, the Organization may indemnify a director, officer, committee member, employee, or agent of the Organization to the extent permitted by law.  However, the Organization shall not indemnify any person in any situation in which indemnification is prohibited by the terms of Section 1. (a).

(e)  Before the final disposition of a proceeding, the Organization may pay indemnification expenses permitted by the bylaws and authorized by the Organization. However, the Organization shall not pay indemnification expenses to a person before the final disposition of a proceeding if (i) the person is a named defendant or respondent in a proceeding brought by the Organization, or (ii) the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.

(f)  If the Organization may indemnify a person under the bylaws, the person may be indemnified against judgment, penalties, including excise and similar taxes, fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred in connection with the proceeding. However, if the proceeding was brought by or on behalf of the Organization, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.

Section 2.  Procedures Relating to Indemnification Payments

(a)  Before the Organization may pay any indemnification expenses (including attorneys’ fees), the Organization shall specifically determine that indemnification and expenses to be reimbursed are reasonable, except as provided in Section 2(c). The Organization may make these determinations and decisions by any one of the following procedures:

  (i)  Majority vote of a quorum consisting of directors who, at the time of the vote are not named defendants or respondents in the proceeding.

  (ii)  If such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding.

  (iii)  Determination by special legal counsel selected by the Board of Directors by vote as provided in Section 2(a)(i) or 2(a)(ii), or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.

(b)  The Organization shall authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified by Section 2(a)(iii), governing the selection of special legal counsel. A provision contained in the articles of incorporation, the bylaws or a resolution of members of the Board of Directors that requires the indemnification permitted by Section 1, constituted sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.

(c) The Organization shall pay indemnification expenses before final disposition of a proceeding only after the Organization determines that the facts then known would not preclude indemnification and the Organization receives a written affirmation and undertaking from the person to be indemnified.

The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under Section 2(a).

The person’s written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the bylaws. The written undertaking shall provide for repayment of the amount paid or reimbursed by the Organization if it is ultimately determined that the person has not met the requirements for indemnification.

The undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be accepted without reference to financial ability to make repayment.

Article XII.      Prohibited Acts

Section 1.  Prohibited Acts

As long as the Organization exists, and except with the Board’s prior approval, no director, officer, or committee member of the Organization may:

  (a)  Do any act in violation of these Bylaws or a binding obligation of the Organization.

  (b)  Do any act with the intention of harming the Organization or any of its operations.

  (c)   Do any act that would make it impossible or unnecessarily difficult to carry on the Organization’s business.

  (d)  Wrongfully transfer or dispose of Organization property, including intangible property such as good will.

  (e)  Use the Organization name (or any substantially similar name) or any trademark or trade name adopted by the Organization, except on behalf of the Organization in the ordinary course of its business.

  (f)  Disclose any of the Organization’s business practices, trade secrets or any other information not generally know to the business community or to any person not authorized to receive it.

approved 03/16/98

(c) Copyright 2006 From The Heart TX All Rights Reserved
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