By-Laws

RESTATED BYLAWS

OF

LAMAR EDUCATIONAL AWARDS FOUNDATION

ARTICLE I

DIRECTORS

Section 1. Qualifications of Directors. The Board of Directors of the Lamar Educational Awards Foundation (hereinafter referred to as Foundation shall consist of persons who (i) reside or work in Fort Bend County and (ii) are generally representative of varied business, education and community interests in Fort Bend County. Members of the Board of Directors who cease to be qualified shall automatically cease to be members of the Board of Directors. Vacancies by death, resignation, refusal to serve or otherwise shall be filled for the unexpired term in the same manner as the original appointment and election. Absence by a Director from more than twenty-five (25) percent of Foundation meetings and functions in a calendar year shall be considered refusal to serve, and that Director™s position shall be declared vacant by a majority vote of the Board of Directors.The president of the Lamar CISD Board of Trustees, the superintendent of the Lamar CISD and the executive director of Lamar CISD Community Relations shall serve as ex-officio members of the Foundation Board of Directors.

 

Section 2. Classification and Number. The Board of Directors (herein after referred to as “Directors”) shall consist of not less than twelve (12) nor more than thirty (30) persons.

 

Section 3. Election and Term of Office.

 

(a).Election. Nominations for Directors shall be made and presented to the Board of Directors by a Nominating Committee selected by the President. The Directors shall be elected by a majority vote of the Board of Directors at an annual meeting of the Board of Directors.

(b)Term. Directors shall hold office for a two-year term, and shall serve until the annual meeting of Directors next ensuing after two years from their election and until their respective successors shall have been elected and qualified.

(c)  Replacement. In the event a director resigns or otherwise ceases to be qualified, the

nominating committee shall nominate a replacement director candidate who then may be elected by a majority vote of the Board of Directors at a regular or special meeting

 

 

Section 4. Vacancies. Each Director elected to fill a vacancy among the Directors, or to replace a Director, shall be elected by the authority, which elected or appointed his predecessor.

Section 5. Place of Meeting. Meetings of the Board of Directors may be held at whatever place is specified by the Board of Directors or the officer or Director calling the meeting.

Section 6.Annual and Regular Meetings. The Board of Directors shall meet bi-monthly at the time and place specified by the Board of Directors or the officer or Director calling such meetings for the transaction of such business as may properly be brought before it. Notice of regular meetings shall be given to all members of the Board of Directors. The regular meeting for the month of November shall be the annual meeting of the Board of Directors, at which time election of Directors and Officers shall occur.

 

Section 7. Special Meetings. Special meetings of the Board of Directors may be held at any time upon the call of the President, the Secretary or any Director of the Foundation. Notice shall be sent by mail or telegram to the last known address of each Director at least four (4) days before the meeting. Oral notice may be substituted for such written notice if given not later than one (1) day before the meeting. Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of notice. Attendance of a Director at such meeting shall also constitute a waiver of notice thereof, except where he attends for the announced purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as otherwise herein provided neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

 

Section 8. Quorum. A majority of the number of Directors fixed by these Bylaws as from time to time amended shall constitute a quorum for the transaction of business, but a smaller number may adjourn from time to time until they can secure the attendance of a quorum. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any regular or special Directors meeting may be adjourned from time to time by those present, whether a quorum is present or not.

 

Section 9. Powers and Duties of Directors. The Board of Directors shall have general charge of the affairs, property and assets of the Foundation. It shall be the duty of the Directors to carry out the aims and purposes of the Foundation and to manage and control all of its property and assets. In carrying out its duties, the Board of Directors is authorized to elect officers and to employ or arrange for the services of such persons, including attorneys, agents and assistants, as are necessary or desirable for the proper administration of the Foundation, and to pay reasonable compensation for services and expenses thereof. The Board of Directors may appoint, retain and compensate reasonably as advisors persons whose advice, assistance or support may be deemed helpful in determining policies and formulating programs for carrying out the Foundation’s purposes.

 

Section 10. Appointment of Auditor. The Board of Directors shall select an independent certified public accountant, who shall at such time as the Board of Directors may determine, but at least annually, prepare for the Foundation consolidated financial statements, and such other reports or information as may be ordered from time to time by the Board of Directors. The accountant shall also prepare such financial data as may be necessary for returns or reports required by the state or federal government to be filed by the Foundation. The accountant’s charges and expenses shall be proper expenses of the Foundation.

 

Section 11. Action Without a Meeting. Any action required or permitted by law, the Articles of Incorporation or these Bylaws may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all of the Directors and such consent is filed with the minutes of the Board. This procedure may also be followed by any committee of the Board.

 

 

 

ARTICLE II

 

OFFICERS

 

Section 1. Officers. The officers of the Foundation shall be elected by the Board of Directors, and shall consist of a President, a Vice President or Vice Presidents, a Secretary, a Treasurer and such Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time designate. Nominations for officers shall be made and presented to the Board of Directors by a Nominating Committee selected by the President. The Nominating Committee shall consist of not less than two (2) Directors, who shall serve at the pleasure of the Board of Directors. All of the officers shall hold office until their successors are elected and qualified. The officers may, but need not be, members of the Board of Directors. Two (2) or more offices, except the offices of President and Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such is required by law, the Articles of Incorporation or these Bylaws to be executed, acknowledged or verified by two (2) or more officers. All officers shall be entitled to be paid or reimbursed for all costs and expenditures incurred in the Foundation’s business. Officers shall hold office for a term of one year from their election and thereafter until their respective successors shall have been elected and qualified.

 

Section 2. Vacancies. Whenever any vacancies shall occur in any office by death, resignation, increase in the number of officers of the Foundation, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office until his successor is chosen and qualified.

 

Section 3. 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 interests of the Foundation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.

 

Section 4. President. It shall be the duty of the President to preside at all meetings of the Board of Directors, to sign all deeds, conveyances, releases and other instruments requiring the seal of the Foundation, and to be the chief executive officer of the Foundation.

Section 5. Vice President. Any Vice President may perform the usual and customary duties that pertain to such office (but no unusual or extraordinary duties or powers conferred by the Board of Directors upon the President) and, under the direction and subject to the control of the Board of Directors, such other duties as may be assigned to him.

 

Section 6. Secretary. It shall be the duty of the Secretary to attend all meetings of the Board of Directors and record correctly the proceedings had at such meetings in a book suitable for that purpose. It shall also be the duty of the Secretary to attest with his signature and the seal of the Foundation all deeds, conveyances or other instruments requiring the seal of the Foundation. The person holding the office of Secretary shall also perform, under the direction and subject to the control of the Board of Directors, such other duties as may be assigned to ham. The duties of the Secretary may also be performed by any Assistant Secretary.

 

Section 7. Treasurer. The Treasurer shall keep such moneys of the Foundation as may be entrusted to his keeping and account for the same. He shall be prepared at all times to give information as to the condition of the Foundation. The person holding the office of Treasurer shall also perform, under the direction and subject to the control of the Board of Directors, such other duties as may be assigned to him. The duties of the Treasurer may also be performed by any Assistant Treasurer.

 

Section 8.Delegation of Authority. In the case of any absence of any officer of the Foundation or for any other reason that the Board may deem sufficient, the Board of Directors may delegate some or all of the powers or duties of such officer to any other officer or to any Director, employee or agent for whatever period of time seems desirable, providing that a majority of the entire Board concurs therein.

 

 

ARTICLE III

 

COMMITTEES

 

Section 1. Executive Committee. The Board of Directors may create an Executive Committee consisting of at least two (2) or more Directors and the President of the Foundation, the members of which shall be elected by a majority vote of the Board of Directors to serve at the pleasure of the Board. Except as otherwise provided herein, the Executive Committee shall, during the intervals between the meetings of the Board of Directors, possess and may exercise all of the powers of the Board of Directors in the management of the affairs of the Foundation. A majority of the members of the Executive Committee present at any meeting shall constitute a quorum thereof. The Executive Committee shall keep full records and accounts of its proceedings and transactions. All action taken by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to control, revision and alteration by the Board of Directors, provided that no rights of third persons shall be

prejudicially affected thereby. Vacancies in the Executive Committee shall be filled by the Board of Directors, and the Directors may appoint one or more Directors as alternate members of the Executive Committee to take the place of any absent member or members at any meeting.

 

Section 2. Other Committees. The Board of Directors may provide for such other standing or special committees, which shall consist of not less than two (2) Directors, as it deems desirable, and may discontinue the same at its pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, the Articles of Incorporation or these Bylaws, as the Board may prescribe. Vacancies in such other committees shall be filled by the Board of Directors or as the Board may provide.

 

 

 

 

ARTICLE IV

 

GIFTS OF THE FOUNDATION

 

Section 1. Method of Administration. Donors may make gifts to the Foundation by naming or otherwise identifying the Foundation to hold the property contributed. Gifts shall vest in the Foundation upon receipt and acceptance by it (whether signified by an officer, employee or an agent of the Foundation). All gifts made to the Foundation shall be administered either by (i) the Board of Directors, which shall directly hold and invest such gifts exclusively for the Foundation’s charitable purposes, (ii) banks or trust companies’ acting or appointed as trustees, agents or custodians of funds of the Foundation, or (iii) a combination of the Board and such.

 

Section 2. Terms. Each donor by making a gift to the Foundation shall accept and agree to all the terms of the Articles of Incorporation and these Bylaws, and shall provide that any fund created by such gift shall be subject to the provisions of the Articles of Incorporation, these Bylaws and any agreement between the Foundation and trustees, agents or custodian holding funds of the Foundation.

 

Section 3. Donor’s Conditions. Any donor may, with respect to a gift made by such donor to the Foundation, provide at the time of the gift conditions which are not inconsistent with the charitable purposes of the Foundation and the provisions of Sections 1, 5 and 6 of this Article IV, Section 1 of Article V of these Bylaws and the Articles of Incorporation, as to the (i) the field of charitable purposes or particular charitable organizations or purposes to be supported, (ii) the manner of distribution, including amounts, times and conditions of payment, and whether from principal and/or income, (iii) the geographical limits or use of the gift, (iv) the name, as a memorial or otherwise, for a fund given, or addition to a fund previously held, or anonymity for the gift and (v) reasonable l limits on or additions to investment powers of an agent having custody of the gift for the Foundation.

 

Section 4. Investments. No gift shall be required to be separately invested or held unless so provided by a condition imposed by the donor, or unless it is necessary in order to follow any other condition imposed by the donor as to purpose or investment, or in order to prevent federal or state income, estate or gift tax disqualification, or unless required by law. Conditions involving the naming of a fund as a memorial or otherwise may be satisfied by keeping under such name accounts reflecting appropriately the interest of such fund in each common investment.

 

Section 5. Application of Gifts. Each gift to and fund of the Foundation shall be used only for charitable purposes as described in the Articles of Incorporation of the Foundation and in such manner as not to disqualify the gift or fund from deduction as a charitable contribution, gift or bequest in computing any federal or state income, gift or estate tax of the donor or his estate and not to disqualify the Foundation from exemption from federal or state income or other tax as a qualified charitable organization described in Sections 170(b) (1) (A) (vi) and (c) (2) and 501(c) (3) of the Internal Revenue Code; and each gift and fund shall not be otherwise applied. The investment of gifts shall be accomplished without consultation with the donor. If a condition imposed by a donor, however expressed, would, if followed, result in contrary use, or if the Board of Directors is advised by counsel that there is substantial risk of such result, the condition shall not be followed, but shall be varied by the Board of Directors so far as necessary to avoid such result, except that if a donor has clearly stated that compliance with the condition is a requirement which is not followed will result in forfeiture of the gift and reversion to donor, then the gift shall not be accepted, or if already accepted shall be returned to donor or his heirs or assigns, unless an appropriate judicial or administrative body first determines that the condition need not be followed.

 

Section 6. Variance. Whenever the Board of Directors decides that circumstances are such or have so changed since a condition was imposed by a donor that literal compliance with the condition is unnecessary, incapable of fulfillment or inconsistent with the charitable needs of the Lamar Consolidated Independent School District area, it may, by the affirmative vote of a majority of its members, order such variance from the condition and such application of the whole or any part of the principal or income of the fund as in its judgment is then necessary to more effectively serve the charitable purposes of the Foundation and the best interests of the Lamar Consolidated Independent School District area; provided, however, if a donor has clearly stated that compliance with the condition is a requirement which if not followed will result in forfeiture of the gift and reversion to donor, then the gift shall be returned to donor or his  heirs or assigns unless an appropriate judicial or administrative body first determines that the condition need not be followed.

 

Section 7. Charges and Expenses of Counsel. Reasonable charges and expenses of counsel for the advice and proceedings referred to in Section 5 and 6 of this Article IV, or for any other advice, determination or proceedings necessary to administer the Foundation’s affairs, shall be considered proper expenses of the Foundation.

 

 

 

 

ARTICLE V

 

DISTRIBUTIONS AND DISBURSEMENTS

 

Section 1. Determination of Distributions in General. The Board of Directors shall (i) determine all distributions to be made from net income and principal of the Foundation (including funds held for the Foundation by trustees, agents and custodians) pursuant to provisions of the Articles of Incorporation and these Bylaws, and make, or authorize and direct the respective trustees, agents or custodians holding funds of the Foundation to make payments to organizations or persons to whom payments are to be made, in such amounts and at such times and with such accompanying conditions, if any, as it deems necessary to assure use for charitable purposes and in the manner intended; and (ii) determine all disbursements to be made for administrative expenses incurred by the Board of Directors and direct the respective trustees, agents and custodians having custody of funds of the Foundation as to payment thereof and funds to be charged.

 

Section 2. Voting Requirements. All determinations shall be by the affirmative vote of a majority of the Board of Directors unless otherwise expressly provided in these Bylaws or by a donor’s conditions imposed at the time of the gift (which conditions are nevertheless subject to the provisions of Article IV).

 

Section 3. Distribution of Capital. Determination may be made to distribute capital from funds given without conditions as to principal or income as well as pursuant to provisions expressly permitting use of principal. With respect to funds of the Foundation in the custody of a trustee, agent or custodian, the Board of Directors shall inform such trustee, agent or custodian as far in advance as the Board of Directors deems practicable so as to permit the trustee, agent or custodian to adjust its investment policies accordingly, and may, upon advice from the trustee, agent or custodian as to how the desired distribution and any necessary liquidation of investments can most economically be accomplished, adjust its directions for distribution so far as it deems practicable accordingly.

 

Section 4. Investigations and Research. The Board of Directors shall gather and analyze facts and conduct such investigation and research as from time to time is necessary in order to determine the most effective agencies and means for meeting the charitable needs of the Lamar Consolidated Independent School District area, through distribution of funds given for charitable purposes, and may direct disbursements for such fact gathering, analysis, investigation and research from funds given for such purposes or from funds given without conditions as to purpose Disbursements for other proper administrative expenses incurred by the Board of Directors, including salaries for such professional and other assistance as it from time to time deems necessary, shall be directed to be paid so far as possible, first from any funds

which are available for such purpose, and any balance out of other available funds of the Foundation.

Section 5. Distributions to Other Organizations or Agencies. The Board of Directors may, in furtherance of the Foundation’s charitable purposes, when needs therefore have been determined and with appropriate provisions to assure use solely for such purposes, direct distributions to such persons, organizations, governments, or governmental agencies as in the opinion of the Board of Directors can best carry out such purposes or help create new qualified charitable organizations to carry out such purposes.

 

 

 

 

ARTICLE VI

 

MISCELLANEOUS PROVISIONS

 

 

Section 1. Indemnification of Officers and Directors. Each person who is serving or has served as a Director or officer of the Foundation shall be indemnified by the Foundation against expenses and costs (including attorney’s fees) actually and necessarily incurred by him in connection with any claim asserted d against him, by action in court or otherwise, by reason of being or having been such Director or officer, except in relation to matters as to which he shall have been guilty of gross negligence or willful misconduct in respect of the matter in which indemnity is sought; provided, however, that the foregoing right of indemnification shall not be exclusive of other rights to which a Director or officer may be entitled by law.

 

 

 

Section 2. Amendments. These Bylaws may be altered or repealed by the affirmative vote of a majority of the Board of Directors at any regular meeting of the Board or at any special meeting of the Board if notice of the proposed alteration or repeal be contained in the notice of such regular or special meeting.

 

Section 3. Offices. The principal office of the Foundation shall be located in Rosenberg, Texas, unless and until changed by resolution of the Board of Directors. The Foundation may also have offices at such other places as the Board of Directors may from time to time designate, or as the business of the Foundation may require.

Section 4. Fiscal Year. The fiscal year of the Foundation shall begin on the first day of January in each year.

 

Section 5. Seal. The seal of the Foundation shall be in such form as shall be adopted and approved from time to time by the Board. Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

ADOPTED this 9th day of October 2008.

 

 

 

___________________________

Vincent Morales Jr., President

 

ATTEST:

 

_______________________________

Teresa Gibson, Secretary