BYLAWS OFMICHAEL RAETZSCH FOUNDATIONA TEXAS NONPROFIT CORPORATION1. OFFICES1.1. Principal Office.The principal office of the corporation shall be located
at 1025 N. Austin St., Seguin, Texas 78155.
1.2. Other Offices.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.
1.3. 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, as required by the Texas Non-Profit
Corporation Act. The 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.
2. MEMBERSThe corporation shall not have members.
3. BOARD OF DIRECTORS3.1. General Powers.The affairs of the corporation shall be managed by its
Board of Directors. Directors need
not be residents of Texas or members of the corporation.
3.2. Number, Tenure, Qualifications, Elections and
Vacancies.The number of Directors shall be no less than three (3)
and no more than five (5). Each
Director shall hold office until his successor shall have been elected or
appointed, in the manner set forth in this Section 3.2,
and qualified. Directors must be
at least 21 years of age.
Thomas H. Raetzsch and Beth B. Raetzsch, so long as
either is serving as a Director, shall have the sole right to appoint or remove
any other director and to fill any vacancies on the Board of Directors.
In the event that either Thomas H. Raetzsch or Beth
B. Raetzsch ceases to be a
Director for any reason; Amy Beth Raetzsch shall have the option to become a
member of the Board of Directors or continue on said Board if she is already a
member. If Amy Beth Raetzsch
chooses not to become a Director or remain a member, she may appoint a “member
of Thomas Raetzsch’s family, Beth
B. Raetzsch’s family or her own family ” (within the meaning of Internal
Revenue Code of 1986, as amended, section 267(b)) to serve as a Director in her
place.
When both Thomas H. Raetzsch and Beth B. Raetzsch cease to be Directors, the number of Directors of the Corporation shall be either
three (3) or five (5). Such
directors shall be: Amy Beth
Raetzsch and two members of the family of Thomas H. Raetzsch or any member of
his family’s family, the family of Beth B. Raetzsch or any member of her
family’s family, or the family of Amy B. Raetzsch, as defined by section 267
(b) of the Internal Revenue Code (hereinafter referred to as “Family
Directors”), and up to two other directors appointed by the Family
Directors. The Family Directors
shall have the sole right to appoint and remove the Directors they appoint and
to fill any vacancies on the Board of Directors. The Family Directors shall have the sole right to appoint
and remove the other two directors and to fill any vacancies on the Board of
Directors as the result of its appointees.
3.3. Regular Meetings.A regular annual meeting of the Board of Directors shall
be held without other notice than this bylaw. The Board of Directors may provide by resolution the time
and place, either within or without the State of Texas, for the holding of
additional regular meetings of the Board without other notice than such
resolution.
3.4. Special Meetings.Special meetings of the Board of Directors may be called
by or at the request of the 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.
3.5. Notice.Notice of any special meeting of the Board of Directors
shall be given at least two (2) days previously thereto by 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 telegraph 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 where 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.
3.6. Quorum.A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board; but if less
than a majority 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.
3.7. Manner of Acting.The act of a majority of the Directors 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.
3.8. 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 meeting 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.
3.9. 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 of the Directors.
4. OFFICERS4.1. Officers.The officers of the corporation shall be a 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.
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 be. 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.
4.2. 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 so
removed.
4.3. 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.
4.4. 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 and of the Board of Directors. He 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, 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.
4.5. 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.
4.6. 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 monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies, or other depositories as shall be selected in
accordance with the provisions of Article 7 of these bylaws; 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.
4.7. 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; keep a register of the post-office address
of each member which shall be furnished to the Secretary by each member; 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 by
the Board of Directors.
5. CONTRACTS, CHECKS, DEPOSITS AND FUNDS5.1. 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.
5.2. Checks and Drafts.All checks, drafts, or orders for the payment of money,
notes, or other evidences 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 and countersigned by the
President or a Vice President of the corporation.
5.3. 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 depositaries as the Board of Directors may select.
5.4. 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.
5.5. Committees of Directors.The Board of Directors may provide for the issuance of
certificates evidencing membership in a committee, which shall be in such form
as may be determined by the Board. Such certificates shall be signed by the President or a Vice President
and by the Secretary or an Assistant Secretary and may be sealed with the seal
of the corporation. All
certificates evidencing membership of any class shall be consecutively
numbered. The name and address of
each member and the date of issuance of the certificate shall be entered on the
records of the corporation. If any
certificate shall become lost, mutilated, or destroyed, a new certificate may
be issued therefor on such terms and conditions as the Board of Directors may
determine.
6. BOOKS AND RECORDS6.1. Books and Records.The corporation shall keep correct and complete books and
records of account and shall also keep minutes of the proceedings of its Board
of Directors and committees having any of the authority of the Board of
Directors. 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.
6.2. Fiscal Year.The fiscal year of the corporation shall begin on the
first day of January and end on the last day in December in each year.
7. WAIVER OF NOTICE7.1. Waiver of Notice.Whenever any notice is required to be given under the
provisions of the Texas Nonprofit 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 stated therein, shall be deemed equivalent to
the giving of such notice.
8. AMENDMENTS TO BYLAWS8.1. Amendment of Bylaws.These bylaws may be altered, amended, or repealed and new
bylaws may be adopted by a majority of the Directors at any regular meeting or
at any special meeting, if at least two (2) days written notice is given of an
intention to alter, amend, or repeal these bylaws or to adopt new bylaws at
such meeting; provided, however, that no such alteration, amendment or repeal
shall become effective without the consent of the Board of Directors of the
South Central Texas Foundation, a Texas non-profit corporation..
9. PROTECTION OF OFFICERS, DIRECTORS, AND EMPLOYEES9.1. Indemnification at the Discretion of the Corporation.The corporation shall have the power to indemnify any
director or officer or former director or officer of the corporation for
expenses and costs (including attorneys' fees) actually and necessarily
incurred by him in connection with any claim asserted against him, by action in
court or otherwise, by reason of his being or having been such director or
officer, except in relation to matters as to which he shall have been guilty of
negligence or misconduct in respect of the matter in which indemnity is sought.
________________________________________________________
ARTICLES OF INCORPORATIONOFMICHAEL RAETZSCH FOUNDATIONA TEXAS NON-PROFIT CORPORATIONPursuant to Article
1396 - 3.02 of the Texas Non-Profit Corporation Act, the undersigned
natural person being of eighteen (18) years or more hereby files these Articles
of Incorporation.
ARTICLE ONEThe name of the corporation is MICHAEL
RAETZSCH FOUNDATION.
ARTICLE TWOThe corporation is a non-profit
corporation.
ARTICLE THREEThe period of its duration is
perpetual.
ARTICLE FOURThe Corporation is organized
exclusively for charitable, educational, religious or scientific purposes
within the meaning of Code section 501(c)(3). Notwithstanding any other provision of these Articles, the
Corporation shall not carry on any other activities not permitted to be carried
on (a) by a corporation exempt from federal income tax under Code section
501(c)(3) (or any corresponding provision of any future United States Internal
Revenue Law) or (b) by a corporation, contributions to which are deductible
under Code section 170(c)(2) (or the corresponding provision of any future
United States Internal Revenue Law). The purpose or purposes for which the Corporation is organized is creation and development of opportunities to skate and to
create and display art.
ARTICLE FIVEThe street address of the initial
registered office is 1025 N. Austin, Seguin, Texas 78155, and the name of its
initial registered agent at such address is Thomas H. Reatzsch.
ARTICLE SIXThe
number of directors constituting the initial Board of Directors of the
corporation is three (3), and the names and addresses of the persons who are to
serve as the initial directors are:
Name
of DirectorAddressThomas H. Raetzsch1025 N.
Austin
Seguin,
Texas 78155
Beth B. Raetzsch1025 N. Austin
Seguin,
Texas 78155
Amy Raetzsch1025 N. Austin
Seguin,
Texas 78155
Directors shall be elected and
removed in accordance with the Bylaws.
ARTICLE SEVENThe
corporation shall have no members.
ARTICLE EIGHTUpon the dissolution of the
corporation, the Board of Directors shall, after paying or making provision for
the payment of all of the liabilities of the corporation, contribute all assets
of the corporation to South Central Texas Foundation, a Texas non-profit corporation,
so long as such foundation is an organization described in under Section
501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provisions
of any future United States Internal Revenue law (referred to hereinafter as
the "Code"), otherwise, dispose of all of the assets of the
corporation exclusively for the purpose of the corporation in such manner, or
to such organization or organizations organized and operating exclusively for
charitable, educational, religious, or scientific purposes as shall at the time
qualify as an exempt organization or organizations under Code Section
501(c)(3), as the Board of Directors shall determine, it being the intent that
such organization be selected on the basis of which organization can best carry
out the purposes of this corporation. Any such assets not so disposed of shall be disposed of by a court of
competent jurisdiction upon suitable proceedings brought for the purpose
exclusively for such purposes or to such organization or organizations as said
court shall determine which are organized and operated exclusively for such
purposes.
ARTICLE NINEThe corporation may take and hold
any donations, grants, devises, or bequests which may be made in the support of
its purposes. All funds of the
corporation, whether from donation or otherwise, in excess of the expenditures
necessary for the proper administration of such funds, shall be used
exclusively for carrying on and promoting the charitable, religious,
educational, and other nonprofit purposes for which the corporation is formed
as herein set forth.
The corporation shall make
distributions at such time and in such manner as not to subject it to tax under
Section 4942 of the Code; the corporation shall not engage in any act of
self-dealing which would be subject to tax under Section 4941 of the Code; the
corporation shall not retain any excess business holdings which would subject
it to tax under Section 4943 of the Code; the corporation shall not make any
investments which would subject it to tax under Section 4944 of the Code; and
the corporation shall not make any taxable expenditures which would subject it
to tax under Section 4945 of the Code.
ARTICLE TENThe corporation is a non-profit
corporation organized solely for the purposes specified in Article Four, and no
part of its property, whether income or principal, shall ever inure to the
benefit of any director, officer, or employee of the corporation, or any
individual having a personal or private interest in the activities of the
corporation, nor shall any such director, officer, employee, or individual
receive, or be lawfully entitled to receive, any profit from the operations of
the corporation except a reasonable allowance for salaries or other
compensation for personal services actually rendered in carrying out one or
more of its stated purposes.
ARTICLE ELEVENAnything to the contrary herein
notwithstanding, the corporation and the directors shall not engage,
participate, or intervene in any activity or transaction which would cause the
corporation to lose its status as an organization exempt from federal income
tax under the provisions of the Code; and the use, directly or indirectly, of
any part of the corporation's assets in any such activity or transaction is
hereby expressly prohibited. Furthermore, no loans shall be made by the corporation to the directors
or officers.
ARTICLE TWELVETo the fullest extent not
prohibited by law, a director of this Corporation shall not be liable to the
Corporation or its members for monetary damages for an act or omission in the
director's capacity as a director. Any repeal or modification of this Article shall be prospective only and
shall not adversely affect any limitation on the personal liability of a
director existing at the time of such repeal or modification.
ARTICLE THIRTEENThe
name and street address of the incorporator is:
A. Robert Raetzsch, Esq.
202 N. Camp
Seguin, Texas 78155