Preamble
These Bylaws are subject to, and governed by, Texas Business Organizations Code (“BOC”) and the Articles of Incorporation of Hire One Vet. In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of Texas Business Organizations Code (“BOC”), will be controlling. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Hire One Vet these Bylaws will be controlling.
ARTICLE I – PURPOSES
General. Section 1. Hire One Vet is organized and shall be operatedm exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code. Specifically, Hire One Vet shall: i. Support individuals and veterans in identifying and exploring life choices and empowering them to attain their career goals through counseling, education, training and vocational support.
ii. To provide educational services including the fostering of financial responsibility and accountability; to provide services that promote homeownership and prevent foreclosure;
iii. To create living situations for individuals and veterans with customized support services allows each individual to live as independently as possible
iv. To provide decent, affordable accessible housing for low- and moderate- income persons, veterans, persons with disabilities, the aging, and the like;
v. To educate the community on the benefits and availability of building and rehab that take advantage of energy conservation, green technologies and universal design;
vi. To solicit and receive contributions, purchase, own and sell real and personal property, to make contracts, to invest corporate funds, to spend corporate funds for corporate purposes, and to engage in any activity “in furtherance of, incidental to, or connected with any of the other purposes.”
Section 2. Powers. Hire One Vet is a Nonprofit corporation and shall have all of the powers, duties, authorizations and responsibilities as provided in Texas Business Organizations Code (“BOC”); provided, however, Hire One Vet shall neither have nor exercise directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income taxation as an Hire One Vet described in Section 501(c)(3) of the Code.
ARTICLE II – OFFICES
Section 1. Principal Office. The principal office of Hire One Vet shall be located at 7019 Lyons Ave Houston TX 77020.
Section 2. Other Offices. Hire One Vet may have such other offices as the Board of Directors may determine or as the affairs of Hire One Vet may require from time to time.
ARTICLE III – BOARD OF DIRECTORS
Section 1. General Responsibilities and Powers. The business and affairs of thecorporation shall be managed by its Board of Directors, except as otherwise provided in Texas Business Organizations Code (“BOC”), or the Articles of Incorporation, or as dictated by other sections of this document and its amendments. Section 2. Membership, Term of Office, Representation and Qualifications. Board members shall represent the demographic population of the communities Hire One Vet serves. Their representation shall be dictated by established membership number; term of office; community representation; and qualifications.
A. Membership. The number of Directors of the Corporation shall be a minimum of three (3) and no more than eleven (11) Directors. The full Board of Directors shall vote to either accept or not accept an applicant by a two-thirds (2/3) majority vote of members present providing the requisite quorum has been met. Board Members may be Consumers of services provided by Hire One Vet
B. Term of Office. Directors elected to serve on Impactful Warrior, Inc governing Board of Directors shall serve a three (3) year term, or until their resignation or removal. The term shall be considered to commence on the date of their first Board meeting as a member. At the end of his/her first term, a Board member may reapply for a second term. A maximum of three consecutive terms may be held. Board members may be elected to additional terms, after three consecutive
terms, if voted on and approved by the board.
- Vacancies. Any vacancy occurring during a Board Member’s term of
office shall be filled until the expiration of the term by a successor Board
Member elected by a simple majority of the remaining Directors, whether
or not this majority constitutes a quorum. The newly elected Member shall commence his/her first complete term of office on the date of his/her first Board meeting as a member. - Removal of Members. A Member of the Board of Directors may be
removed by a two-thirds (2/3) vote of members present providing the
requisite quorum has been met, if s/he misses three (3) consecutive Board
meetings; if s/he moves out of the area served by Hire One Vet if s/he fails
to meet the obligations of office stated in the Board of Directors’ job descriptions; and/or if s/he misrepresents the Center. A request to remove a Board Member must be stated in writing, by another Board Member or the Executive Director, and be placed on the agenda for either the next regular board meeting or a special Board Meeting called for the purpose of the removal. The affected member shall be invited to attend this meeting and be given opportunity to answer the Request for Removal; however, s/he shall not be present for the vote regarding his/her removal.
Section 3: Quorum. A simple majority of the Board shall constitute a quorum for the purpose of conducting business at any meeting of the Board of Directors.
If the absence of a quorum at a regular or special Board meeting, or at any other time that Board action must be taken, the Board President is authorized to poll Board members by telephone. A reasonable effort must be made to achieve a quorum by telephone.
Section 4: Meetings. The Board of Directors shall conduct its business at its regular, special and annual meetings.
A. Regular Meetings. The Board of Directors shall have at least 4 regular meetings per
fiscal year.
- If the Board so chooses, meetings can be conducted via teleconferencing.
B. Special Meetings. Additional special meetings may be called by the President or any two Directors. All board members will be notified of any special meeting and its purpose at least four (4) days in advance in writing, via FAX or by mail. - If the Board so chooses, special meetings can be conducted via
teleconferencing.
C. Annual Meeting of the Corporation. An annual meeting will be held at a location of the Board’s choosing each year.
Section 5: Manner of Acting.
A. Board Action. An act of the Board of Directors shall be considered to be a vote of the simple majority of directors present at a meeting at which a quorum is present, excepting acts in which these By-Laws call for a two-thirds (2/3) majority vote.
B. Representation of Corporation Position. Any Board member representing the Corporation must have the approval of the full Board in order to represent the Corporation on a given issue. Board members may represent themselves on any issue, but must specifically state that they are expressing their personal opinion.
C. Conflict of Interest. Board members will not vote on issues where there is a potential conflict of interest due to either personal involvements outside the Corporation, or use of services provided by the Corporation.
Section 6. Compensation. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation’s business are allowed to be reimbursed with documentation and prior approval. Board members attending any board meeting that is thirty (30) miles or more from their home shall be eligible for reimbursed at the same rate as Hire One Vet staffs are reimbursed for mileage expense.
ARTICLE IV – OFFICERS
Section 1. General. The Board of Directors shall elect officers from among the Directors, with the following officers required: a President; a Vice-President; a Secretary; and Treasurer. The remaining Directors will be assigned by the President to oversee standing and ad hoc committees. No one person may hold more than one office simultaneously.
Section 2. Election. The officers of the Corporation shall be elected by a two-thirds (2/3) majority of the full Board annually at the regular meeting most closely preceding the annual
meeting of the Board. If an office of the Board becomes vacant during the year, a replacement shall be elected by a two-thirds (2/3) majority of the full Board and will serve in that position until the regular election described above.
Section 3. Terms of Office. Officers shall be announced and installed at the annual meeting, and shall hold their positions for a three (3) year term or until their resignation or removal, with the possibility of two (2) additional, consecutive terms if the officer and board so decide.
Section 4. Removal. Any officer may be removed by a two-thirds (2/3) vote of members present if those present constitute a quorum, if s/he fails to meet the obligations of her/his office or for any of the other reasons noted in Section 2 B:2 of Article III. A request to remove an officer must be stated in writing, by another officer or the Executive Director, and be placed on the agenda for either the next regular board meeting or a special board meeting called for the purpose of the removal. The affected member shall be invited to attend this meeting and be given opportunity to answer the Request for Removal; however, s/he does not have to be present for a vote to be taken and/or removal to occur.
Section 5. Vacancies. A vacancy in any office, however occurring, may be filled by a two- thirds (2/3) vote of board members present at a regular or special board meeting if those present constitute a quorum. The vacancy shall be filled for the unexpired portion of the term. If an officer is elected to fill a portion of a term, s/he may be reelected for two (2)
additional terms as described in Section 2 of Article IV.
Section 6. Description, Powers and Responsibilities of the Officer Positions. Each officer shall have certain powers and responsibilities specifically pertaining to his/her office as set forth by separate job descriptions, which include those noted as follows:
A. President: The President has the authority to sign any legal document on behalf of Hire One Vet It is assumed that the Chair has sole authority to act in the organization’s behalf in any way, manner or situation. S/He shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer.
B. Vice President: The Vice President shall assume the same authority as the Chairperson in the event that the Chairperson is incapable of fulfilling the duties and responsibilities of his/her position. (See above, Section 6: A of Article IV). S/He shall chair committees on special subjects as designated by the board.
C. Secretary: The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
D. Treasurer: The Treasurer has the authority to sign or attest to any corporate document which s/he believes is in the best interest of Hire One Vet The Treasurer shall request verification by the board of any action s/he has taken without the consent of the Board President or Executive Committee. The treasurer shall make a report at each
board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop the organizations diversified funding plan, and make financial information available to board members and the public.
- The Treasurer shall co-sign all payroll checks and checks in the amount of
$1,000 or higher at the request of the Executive Director. S/he shall also have authority to recruit and recommend an outside auditor to the board of directors for the purpose of conducting an independent audit of Hire One Vet’s fiscal records and management procedures.
ARTICLE V – COMMITTEES
Section 1. Standing Committees. There shall be two (2) standing committee
A. Executive Committee. Shall be comprised of the officers of the Corporation and chaired by the President, and will make emergency, necessary decisions, based on a simple majority vote. These decisions shall always be reported to the full Board at its next regular meeting.
B. Finance Committee. Shall be chaired by the Secretary/Treasurer, and comprised of the Secretary/Treasurer, one additional member of the Board who are appointed by the President.
- The Executive Director and persons other-than the Board shall serve on the Finance Committee, at the discretion of the Treasurer in consultation with the Corporation’s President. The Finance Committee is responsible for developing short and long-range financial plans; developing, recommending and maintaining any investment portfolios that may be implemented by the Board; controlling the current financial operations making appropriate recommendations concerning necessary actions to achieve a balanced budget.
Section 2. Ad Hoc Committees. From time to time there may be need for ad hoc committees to be formed. Such committees shall be formed at the discretion of the Board. Such a committee will be comprised of its Chair, one or two additional members of the Board who are appointed by the Chair, and possibly persons other than the Board, at the discretion of the Board.
ARTICLE VI – EXECUTIVE DIRECTOR AND STAFF
Section 1. Executive Director. The position of Executive Director shall be established by the Board, based on an approved job description. The Executive Director has day-to-day responsibilities for the organization, including carrying out the organization’s goal and policies. The Executive Director will attend all Board meetings, report on the progress of the organization, answer questions of the Board, and carry out other duties as proscribed. The Executive Director serves at the pleasure of the Board.
Section 2. Staff. The Board may establish additional staff positions based on the requirements of the organization to fulfill its mandate. The Board shall prepare and approve all job descriptions for such positions. The Executive Director shall be responsible for advertising, interviewing, and hiring Hire One Vet staff, upon approval of the Board.
ARTICLE VII – BUSINESS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific business.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
a. Checks, Drafts, or Orders. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the Board of Directors.
b. Deposits. All funds of the Corporation not otherwise employed 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 shall select.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be January 1st to December 31st.
Section 4. Waiver of Notice. Whenever any notice is required to be given to any member or director of the corporation under the provisions of law or these By-Laws, 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.
Section 5. Books and Records. The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having and exercising any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
The Board of Directors shall cause an audit of the books and records of Hire One Vet to be conducted on an annual basis by an independent firm of certified public accountants.
Section 6. Acceptance of Gifts. The Board may accept on behalf of Hire One Vet any cash contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of Hire One Vet Prior to acceptance of a significant non-cash contribution, gift, bequest, or devise the Board shall determine, by resolution thereof, that the acceptance of
such non-cash contribution, gift, bequest, or devise by Hire One Vet would be consistent with and further the purposes of Hire One Vet
Section 7. Contracts Involving Board Members and/or Officers. Upon full disclosure of a direct or indirect interest in any contract relating to or incidental to the operations of Hire One Vet, members of the Board and officers of Hire One Vet may be permitted to maintain a direct or indirect interest in any such contract, notwithstanding that at such time they may also be acting as individuals, or trustees of trusts, or beneficiaries of trusts, members or associates, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, trustees, or otherwise; provided, however, that any contract, transaction, or action taken on behalf of Hire One Vet involving a matter in which a trustee or officer is personally interested as a shareholder, trustee, or otherwise shall be at arm’s length and not in violation of the proscriptions in the Articles of Incorporation or these
Bylaws which prohibit Hire One Vet use or application of its funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of Hire One Vet if such contract, transaction, or act would result in denial of Hire One Vet exemption from federal income taxation under the Code and its regulations, as they now exist or as they may hereafter be amended. In no event, however, shall any person or entity dealing with the Board or officers of Hire One Vet be obligated to inquire into the authority of the Board and officers to enter into and consummate any contract, transaction or take other action. Any Board member which would directly or indirectly benefit from a contractual relationship as described above shall not participate in the decision on whether that Board member shall be permitted by the Board to maintain such an interest.
Section 8. Investments. Hire One Vet shall have the right to retain all or any part of any property, real, personal, tangible or intangible, acquired by it in whatever manner, and pursuant to the direction and judgment of the Board, to invest and reinvest any funds held by it without being restricted to the class of investments available to trustees by law or any
similar restriction.
Section 9. Exempt Activities. Notwithstanding any other provision of these Bylaws, no Board member, officer, employee or representative of Hire One Vet shall take any action or carry on any activity by or on behalf of Hire One Vet which is not permitted to be taken or carried on by an Hire One Vet exempt from federal income taxation under sections 501(a) and 501(c)(3) of the Code, and its regulations, as they now exist or as they may hereafter be amended, or by an Hire One Vet contributions to which are deductible under section 170(a)(1) of the Code and its regulations, as they now exist or as they may hereafter be amended, by virtue of being charitable contributions as defined in section 170(c)(2) of the Code and its regulations, as they now exist or as they may hereafter be amended.
Section 10. Captions. Captions (i.e., article and section headings) are inserted in these Bylaws for convenience only and in no way define, limit, or describe the scope or intent of these Bylaws, or any provision hereof, nor in nay way affect the interpretation of these Bylaws.
Section 11. Severability of Clauses. If any provision of these Bylaws is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of these Bylaws shall remain operative and binding.
ARTICLE VIII – INDEMNIFICATION OF OFFICERS AND BOARD MEMBERS
Section 1. Right to Indemnification. Each director, officer, committee member and employee of Hire One Vet shall be indemnified by Hire One Vet against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by such person in connection with 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 Hire One Vet, by reason of the fact that such person is or was a director, officer, committee member, or employee of Hire One Vet, or is or was serving at the request of Hire One Vet as a director, officer, trustee, agent, or employee of another corporation, partnership, joint venture, trust, or other enterprise, if such person acted in good faith and in a manner reasonably believed to be in the best interests of Hire One Vet and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, 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 is reasonably believed to be in the best interests of Hire One Vet, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that such person’s conduct was unlawful. Hire One Vet shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, committee member, or employee or is or was serving at the request of Hire One Vet as a director, officer, trustee, agent, or employee of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against and incurred in any such capacity, or arising out of his or her status as such, whether or not Hire One Vet has indemnified such person hereunder.
Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by Hire One Vet in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided by the applicable statutes of the State of Texas concerning indemnification by Nonprofit corporations contained in state law, upon the receipt of an undertaking by or on behalf of the director, officer, committee member, or employee to repay such amount, unless it shall be ultimately determined that such person is entitled to be indemnified as provided herein. In the event that such action or proceeding be by or in the right of Hire One Vet, Hire One Vet shall have the same power to indemnify and insure any such director, officer, committee member, or employee, except that no indemnification 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 such duty, unless the court wherein the action or proceeding is tried shall specifically find that despite the adjudication of liability, but in view of all the circumstances of the case, such a person is fairly and reasonably entitled to indemnity. The indemnification provided by these By-Laws shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute or regulation of the State of Texas. As used in this provision, the terms “director”, “officer”, “committee member”, “trustee”, “agent”, “employee” include the respective heirs, executors and administrators of persons holding such offices in Hire One Vet.
ARTICLE IX – DISSOLUTION & WINDING UP
Section 1. Winding Up. Upon the necessity for the dissolution and/or winding up of Hire One Vet, the Board shall oversee such process and ensure compliance with all relevant provisions of Texas Business Organizations Code (“BOC”) and other applicable state and federal statutes.
Section 2. No Rights of Board Member to Assets. Upon Dissolution of Hire One Vet, no Board member shall have any rights nor shall receive any assets of Hire One Vet. The assets of Hire One Vet are permanently dedicated to a tax-exempt Hire One Vet for the purposes set forth in the Articles of Incorporation and these Bylaws. In the event of dissolution of Hire One Vet, the assets, after payment of any debts, will be distributed to an Hire One Vet which itself is tax-exempt under provisions of Section 501(c)(3) of the Internal Revenue Code.
ARTICLE X – AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended or repealed, and new bylaws may be adopted by a three-fourths vote of the entire Board at any regular meeting or at any special meeting if at least fourteen days’ written notice is given of intention to alter, amend or repeal, or to adopt new bylaws at such meeting, and a written copy of the proposed changes shall be distributed to each Board member prior to the meeting.