About Us

BY-LAWS OF
TRI-CITY DOLPHINS

ARTICLE I

NAME, PURPOSE

Section 1.  Name. The name of the corporation shall be Tri-City Dolphins (hereinafter sometimes referred to as the “Corporation”).

Section 2.  Purpose.  The purpose of Tri-City Dolphins is as set forth in Article IV of the Amended and Restated Articles of Incorporation.

“This nonprofit corporation is organized solely and exclusively for charitable and educational purposes for the relief of the distressed, lessening neighborhood tensions and securing services, conditions, social or otherwise, conducive to the progress and general welfare of the community by improving the lives of its at-risk youth and solidifying the structure of families.”

ARTICLE II

FOUNDERS

Section 1. Role.  The evaluation and review of the board of directors shall be vested in the founders of the organization. The purpose is to ensure the organization’s operations are advancing towards the fulfillment and achievement of its mission, vision, and objectives set forth by the organization.

Section 2. Annual Meeting & Review. The founders will conduct an annual “Founders Review.” The review is intended to evaluate the board in its performance and management of the organization.

Section 3.  Amendments to by-laws. Any amendments, alternations, and repeals to the by laws must be approved by the founders. The board must submit its proposal to the founders for consideration.

Section 4.  Removal of Board members. The founders reserve the right to remove board members for reasons either presented by board members, or in an result of the founders review.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Number, Term and Role.  The management and control of the affairs, business, and property of the Corporation shall be vested in its Board of Directors (“Directors”). The Directors shall serve a two-year term. The number of Directors shall be no less than three (3) and no more than nine (9), which number may be increased or decreased from time to time by amendment of these By-Laws. The addition of membership shall be governed by a majority vote of the Directors.

Section 2. Annual Meeting. A meeting of the Directors shall be held annually at such time and place as the Directors may determine. No notice of the annual meeting of the Directors need be given.

Section 3.  Regular Meetings. Regular meetings of the Directors may be held at such time and place as the Directors may determine with or without notice.

Section 4.  Special Meetings. Special meetings of the Directors shall be given at least 14 calendar days before the day on which the special meeting is to be held. Every such notice shall state the time and place of the meeting and the purpose thereof. The business transacted at such special meeting shall be confined to the purposes stated in the notice.

Section 5.  Telephone Meetings. Any meeting of the Directors may be held by telephone conference call or similar means of communication.

Section 6.  Quorum. At each meeting of the Directors, at least a majority of the Directors shall be present in order to constitute a quorum for the transaction of business. In the absence of a quorum, any of the Directors present may adjourn any meeting from time to time until a quorum is had. Notice of any such adjourned meeting need not be given.

Section 7.  Place of Meetings. The Directors may hold their meeting at such places within or without the State of Texas as shall be specified or fixed in the respective notice or waivers of notice thereof.

Section 8.  Vacancies. All vacancies within the Directors shall be filled by the unexpired portion of the term by a majority vote of the remaining Directors, though less than a quorum. Any vacancies in the Directors shall be governed and maintained by the remaining Directors until such time as those vacancies are filled at their sole discretions.

Section 9.  Resignation. Any Director may resign at any time by giving written notice to the Directors. The resignation of any Director shall take effect at the time specified in such notice, and, unless, otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 10.  Remuneration of Directors. Directors as such, shall not receive any compensation for their services. The Directors, however, shall be compensated for travel to and from board meetings, and will be reimbursed for any reasonable expenses incurred.

Section 11.  Removal. Any Director may be removed for cause at any time by the affirmative vote of Directors at a special meeting called for that purpose, or may be removed for cause by action of the Board of Directors.

Section 12.  Tie Vote. Any vote cast by the Board of Directors that results in a tie the President will interview each board member on a one-one basis in an attempt to understand all facts and opinions. At the conclusion of the interview the President shall announce the final decision and reasoning.

ARTICLE IV

OFFICERS

Section 1.  Qualifications. The officers of this Corporation shall consist of the President, Vice-President, Secretary, Treasurer, and any other position deemed appropriate by the Directors. At any time, and as needed, the Board of Directors may combine the offices of Secretary and Treasurer in a single person, in which case this person shall be referred to as the Secretary-Treasurer of the Corporation. Officers may serve as Directors and Directors may serve as officers. This Section shall not prelude any officer from servicing the organization in any other capacity and receiving compensation therefore, and shall be fixed by the Board of Directors. The duties of the officers shall be as set forth below.

Section 2.  President. The President shall be the chief executive officer of the organization. He/She shall preside at all meetings and shall have active and general management of the business of the organization and shall see that all orders and resolutions of the Directors are carried into effect. The President is responsible for ensuring that the Board of Directors and its members are aware of and fulfill their governance responsibilities, comply with applicable laws and bylaws, conduct board business effectively and efficiently, are accountable for their performance. The President presides over meetings, proposes policies and practices, sits on various committees, monitors the performance of Directors and Officers, submits various reports to the board, to funders, and to other "stakeholders", proposes the creation of committees, appoints members to such committees, and performs other duties as the need arises and/or as defined in the bylaws.

Section 3.  Vice President. In the absence of the President, his/her duties shall devolve upon the Vice President. The vice president shall also have such powers, and shall perform such duties assigned by the President. The Vice President submits to the oversight of the board of directors. He/She presents and manages instructions from the Board of Director to all program Directors and department heads. It is also his/her responsibility to report the status of the Organization in the time frame, format, and categories established by the Board of Directors and stated in the bylaws that govern the organization. It is also a responsibility of the VP to build strategic relationships with other organizations (for profit and non profit). These efforts are to build the organizations donor base. Drive the volunteer participation and create sponsorship opportunities for the organization as a whole.

Section 4.  Secretary. In the absence of a Vice President, the duties of the President, in his/her absence, shall devolve upon the Secretary. Further, the Secretary shall keep the minutes of the meetings of the Directors in appropriate books. He/she shall have charge of the books or records containing the names, alphabetically arranged, of all persons who are Directors of the organization and such other books and papers as the Directors may direct, and shall perform all duties incidental to that office. The Secretary shall send out meeting announcements, notices and copies of the minutes and agenda to each director.

Section 5.  Treasurer. The Treasurer shall make a financial report at each meeting. The Treasurer shall have charge of all funds of the corporation and of its disbursements under the direction of the Board of Directors, and shall keep the financial records of the Corporation, and serve as chair of the Budget Committee, shall assist in the preparation of the budget, and help develop fundraising plans, and make financial information available to the Directors. The Treasure shall supervise and direct all bookkeeping and accounting functions.

Section 6. Appointment of Other Officers and/or Agents.  The Directors may appoint such other officers and/or agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Directors.

Section 7.  Term of Office.  The officers shall hold office until the end of their designated term and their successors are chosen and qualify in their stead. Any officer elected or appointed by the Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. If any office becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the entire Board of Directors.

ARTICLE V

NOTICES

Section 1.  How Given. Whenever the provision of law, or the Articles of Incorporation, or these By-Laws require or permit written notice to be given to any Director, notice shall be deemed to have been given which such notice is personally delivered to such member or director; or placed in the United State mail at least 14 calendar days before said meeting, postage, prepaid, properly addressed to such Director at his/her last known address; or on the day that such notice is sent by telecopies or email to such Director at the telecopies or email address last provided to the Corporation.

Section 2.  Waivers.  Any Director may waive in writing, by email or facsimile transmission, any notice required or permitted to be given under any provisions of any statute or of the Articles of Incorporation or of these By-Laws, either before, at, or after the meeting or other event of which is so provided. All Directors present at any meeting shall be deemed to have waived any and all notice thereof.

ARTICLE VI

COMMITTEES

Section 1.  Appointment.  The Board of Directors shall appoint such committees as he/she deems necessary.

Section 2.  Chairman of Committees.  The chairman of each committee shall be appointed by the Board of Directors and shall make written report to the President when requested.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS

The Corporation shall indemnify and hold harmless each Director, Officer, Chairman, Agent, and/or Employee now or hereafter serving the Corporation from and against any and all claims and liabilities to which he/she may be or become subject by reason of his/her being or having been a Director, Officer, Chairman, Agent and/or Employee of the Corporation and/or by reason of his/her alleged acts or omissions as a Director, Officer, Chairman, Agent and/or Employee for all legal and other expenses reasonably incurred by him/her in connection with defending any and all such claims or liabilities, including amounts paid or agreed to be paid in connection with reasonable settlements made before final adjudication with the approval of the Directors. It is provided, however, that nothing contained herein shall be construed to eliminate or limit the liability of any Director, Officer, Chairman, Agent, and/or Employee for (i) any breach of duty of loyalty to the Corporation; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of laws; or (iii) any transaction from which the Director, Officer, Chairman, Agent and/or Employee derived an improper personal benefit. This right of indemnification shall not be exclusive of other rights to which any Director, Officer, Chairman, Agent and/or Employee may be entitled as a matter of law.

ARTICLE VIII

AMENDMENTS

These By-Laws may be altered, amended or repealed by the affirmative vote or written consent of a majority of the Directors at any regular or special meeting of the Directors called for that purpose and must be approved by the founders of the organization. Any such action is subject to change by a majority vote of the Directors and approval of Founders.

ARTICLE IX

DISSOLUTION OF THE CORPORATION

As set forth in Article V of the Amended and Restated Articles of Incorporation, should this Corporation ever be dissolved, or should it existence terminate, all of the assets of the Corporation shall be distributed exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provision of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as the may hereafter be amended.