Bylaws for Nerdy Girl Success, Inc., a Texas Non-Profit Corporation
These bylaws constitute the code of rules adopted by Nerdy Girl Success, for the regulation and management of its affairs.
Nerdy Girl Success, Inc. educates and encourages teen girls in the pursuit of business and political leadership positions and to support mothers in raising confident and empowered daughters.
Board of Directors
3.01. Management of Corporation. The Board of Directors of this Corporation is vested with management of the business and affairs of this Corporation, subject to the Texas Business Organizations Code, the Certificate of Formation and these bylaws.
3.02 Qualifications. Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin.
3.03 Number of Directors. The number of Directors will consist of three Directors. Upon majority Resolution of the Board of Directors, the number of Directors may be increased or decreased from time to time, but in no event shall a decrease have the effect of shortening the term of an incumbent Director, or decreasing the total number of Directors to less than three Directors. The initial Board of Directors shall consist of the persons listed in the Certificate of Formation.
3.04 Term of Directors. Of the initial Directors, all shall serve a term of one (1) year. The Board shall have the discretion to alter the terms of office of Directors as necessary to maintain staggered term. No director shall serve more than five consecutive terms, except that original directors may serve their original term plus six consecutive terms.
3.05 Electing Directors. Elections for Directors filling expired terms shall be held at the last meeting of the fiscal year. Any directorship to be filled by reason of an increase in the number of Directors shall be filled at the next regular meeting of the Board of Directors or at a special meeting called for that purpose. When re-appointment or replacement is made, the re-appointment or replacement shall be considered effective on the date that the prior term expired (i.e. the new term does not begin on the date of elections). Board member whose terms have expired may continue serving until they are either re-appointed or until their successors are chosen.
3.06 Vacancies. The Board will fill any vacancy in the Board and any director position to be filled due to an increase in the number of directors. A vacancy is filled by the affirmative vote of a majority of the remaining directors, even if it is less than a quorum of the Board, or if it is a sole remaining director. A director selected to fill a vacancy will serve for he unexpired term of his or her predecessor in office.
3.07 Removal. Any Director may be removed without cause, at any time, by a majority of the entire Board of Directors, at a Regular or Special Meeting called for that purpose. Any Director under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place.
3.08 Compensation. Directors may receive a salary or other compensation for their services. Directors may also be reimbursed for any actual expenses incurred in the performance of their duties for the Corporation. Salaries, compensation and reimbursements are allowed as long as a majority of disinterested directors approve the salary, compensation or reimbursement. The Corporation shall not loan money or property to, or guarantee the obligation of, any Director.
4.01 Executive Committee. The Chairperson, Treasurer, and Secretary of the Corporation shall constitute the executive committee. The Executive committee shall have the authority to act on behalf of the Corporation in between Regular Meetings of Board of Directors. The Board of Directors must validate the actions of the executive committee at its next Regular or Special Meeting, Any such action not so validated will not be legally binding on the Corporation. The Chairperson shall act as chair of the executive committee. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and all decisions shall be by majority vote of those present.
4.02 Additional Committees. The Board of Directors may from time to time designate and appoint additional standing or temporary committees by majority vote of the Board of Directors. Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors. The Directors may authorized these committees to exercise any powers, responsibilities, and duties consistent with the Certificate of Formation and these bylaws.
Conflicts of Interest Policy
The corporation and its Directors and Employees will comply with the Corporation’s Conflict of Interest Policy
6.01 Annual Meeting. The annual meeting of the Bard may be held without notice other than these bylaws.
6.02 Regular Meetings. The Board may provide for regular meetings by resolutions stating the time and place of such meetings. The meetings may be held inside or outside Texas, in person or by phone. No notice of regular Board meetings is required other than a Board resolution stating the time and place of the meetings.
6.03 Special Meetings. Special Board meetings may be called by, or at the request of, the President or any two directors. A person or persons authorized to call special meetings of the Board may fix any place within or without Texas as the place for holding a special meeting. The person or persons calling a special meeting will inform the Secretary of the Corporation of the information to be included in the notice of the meeting. The Secretary of the Corporation will give notice to the directors, as by these bylaws require.
6.04 Notice. Written or printed notice sent via mail, facsimile or electronic mail of any special meeting of the Board will be delivered to each director not less than seven (7) days before the date of the meeting. The notice will state the place, day and time of the meeting; who called it and the purpose or purposes for which it is called.
6.05 Quorum. A majority of the incumbent directors (not counting vacancies) shall constitute a quorum for transacting business at any Board meeting. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains unless a greater number is required by the Certificate of Formation or any provision of these bylaws.
6.06 Proxy Voting is Prohibited. Proxy voting is prohibited.
6.07 Telephone Attendance. At any meeting of the Board, a Director may attend by telephone or other similar means of communication, provided the means permits the Director to personally to participate in the meeting. A Director so attending shall be deemed to be present at the meeting for all purposes, including a determination of whether a quorum is present.
7.01 Officer Positions. The Corporation’s officers will be a President, Secretary and Treasurer. The Board may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. One person may hold two or more offices, except those serving as President and Secretary.
7.02 Election of Term of Office. The Corporation’s officers will be elected annually by the Board at the annual Board meeting .If officers are not elected at this time, they will be elected as soon thereafter as possible. Each officer will hold office until a successor is duly selected and qualifies. An officer may be elected to succeed himself or herself in the same office.
7.03 Removal. Any officer elected by the Board may be removed by the Board with or without good cause. Removing an officer will be without prejudice to the officer’s contractual rights, if any.
7.04 Vacancies. The Board may select a person to fill a vacancy in any office for the unexpired portion of the officer’s term.
7.05 President. The President, who shall be the Chief Elected Officer of the Chapter, shall preside at all of its meetings and thus of the Board of Directors. She shall perform all such other duties usual and customarily performed by such office. The President shall establish and appoint Committees. She shall appoint all Committee Chairs, and Co-Chairs and may appoint any or all members of Committees. She shall be a member, ex-officio, with a right to vote on all Committees. She shall be responsible for having proposed agendas prepared for meeting of the Board of Directors. The President may serve one additional year after her term.
7.06 Treasurer. The Treasurer or her designee will:
- Have charge and custody of and be responsible for all the Corporation’s funds and securities
- Receive and give receipts for moneys due and payable to the Corporation from any source:
- Maintain the Corporation’s financial books and records
- Prepare, or cause to be prepared, financial reports at least annually
- If the Board requires, give a bond for faithfully discharging her duties in a sum and with a surety as determined by the Board.
7.07 Secretary. The Secretary will:
- Give all notices as provided in the bylaws or as required by law
- Take minutes of the meetings of the members and the Board and keep the minutes as part of the corporate records
- Affix the corporate seal to all documents as authorized
- Keep a register of the mailing address, phone number, facsimile number and electronic mail address of each director, officer and employee of the Corporation
The Board of Directors may, upon resolution, appoint an Executive Director to serve at the Board’s discretion and to carry out whatever tasks the board from time to time resolves. It shall be the duty of the Executive Director to supervise the staff of the organization, to prepare and maintain an annual record of the chapter organization and operations and to preform such duties as may be delegated to her by the Board of Directors, the President and all other duties usually and customarily performed by such office. The Executive Director shall be empowered to employ adequate staff to carry on the business of the Chapter, as authorized by the Board.
The Executive Director may engage in negotiations involving commitments of the resources of the Corporation or the acceptance of money or resources by the Corporation in the furtherance of the purposes of the Corporation as set out in the Certificate of Formation and these bylaws. The Executive Director shall generally be expected to attend all meetings of the Board of Directors and meetings of the general membership.
9.01 Indemnification. To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he is or was a Director or Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney’s fees and disbursements, incurred by her (or by her heirs, executors or administrators) in connection with the defense of settlement of such action, suit, or proceeding, or in connection with any appearance therein.
9.02 Limits on Indemnification. Notwithstanding the above, the Corporation will indemnify a person only if she acted in good faith and reasonably believed that her conduct was in the corporation’s best interest. In the case of a criminal proceeding, the person may be indemnified only if she had no reasonable cause to believe her conduct was unlawful.
10.01 Execution of Documents. Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Corporation shall be signed and executed by the Executive Director and the President (or such other person designated by the Board of Directors), pursuant to the general authorization of the Board. All conveyances of land by deed shall be signed by the President and two other members of the Executive Committee and must be approved by a resolution of the Board of Directors.
10.02 Disbursement of Funds. Financial transactions which have a value of five thousand or more shall require majority approval of the Board of Directors or Executive Committee, if a majority of the Board of Directors is not immediately available to vote on the transaction. In all other transactions, the Executive Director may dispense with the funds of the Corporation in accordance with the annual budget approved by the Board of Directors and the purposes of the Corporation as set out in the Certificate of Formation and these bylaws.
10.03 Records. The Corporation will keep correct and complete records of account and will also keep minutes of the proceedings of the Board meetings and Committees. The Corporation will keep at its principal place of business the original or a copy of its bylaws, including amendments to date certified by the Secretary of the Corporation.
10.04 Inspection of Books and Records. All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time on written demand.
10.05 Loans to Management. The Corporation will make no loans to any of its Directors or Officers.
10.06 Amendments. The Board of Directors may adopt amendments to the Certificate of Formation by a vote of two-thirds of Directors present at a meeting where a quorum is present. The bylaws may be amended at any time by a vote of the majority of Directors at a meeting where a quorum is present.
10.07 Fiscal Year. The fiscal year for the Corporation will be the calendar year.