Bylaws for Corazon Ministries, Inc.
a Texas Non-Profit Corporation
- Name. The name of the corporation is Corazon Ministries, Inc. hereinafter may be referred to as Corazon. (the “Ministry”).
- Registered Office and Agent. The registered office and registered agent of the Ministry shall be as set forth in the Ministry’s Certificate of Formation. The registered office may be changed by official action of the Board of Directors upon making the appropriate filing with the Secretary of State. (Certificate of Formation for a Nonprofit Corporation – Form to be used to incorporate a nonprofit corporation. Rev. 05-11, Form 202, Word 152kb, PDF 142kb)
- Principal Office, Other Offices. The principal office of the Ministry shall be located at 230 E Travis St., San Antonio, TX 78205. The Ministry may establish other offices as the Board may designate or as the Ministry may require.
Purpose. The purpose of Corazon includes all lawful purposes as permitted under the Texas Business Code for a non-profit corporation under the Business Code and as more particularly described in the Certificate of Formation and these Bylaws. Corazon will engage in no activities that would disqualify it as a 501(c)(3). Corazon will limit its activities to charitable, advocacy, nutritional, medical and spiritual services as defined by the Tax Code. Services provided will be determined by the Board based on needs of clients, volunteers and resources available. Corazon Ministries will make every effort to coordinate services with other non-profit organizations where possible.
The members of the Travis Park United Methodist Church, hereinafter referred to as the Church, shall be members of Corazon.
- Time and Place. Meetings of members for any purpose may be held at such time and place as stated in the notice of the meeting.
- Annual Meeting. The annual meeting of members shall be held during the same date and immediately following the annual church conference of the Church.
- Special Meetings. Special meetings of the members for any purpose may be called by the President, by a majority of the Board of Directors, or at the request of ten percent (10%) of the membership of the Church. A request for a special meeting shall state the purposes of the proposed meeting and business transacted at any special meeting of members shall be limited to the purposes stated in the notice.
- Notices. Notice of the date, time, and place of a meeting and, in the case of a special meeting, the purposes for which the meeting is called shall be given at least ten (10) days in advance by at least two of the following means: from the pulpit of the Church, in the regularly published bulletin of the Church, in the worship bulletin of the Church, or by postal or electronic mail.
- Quorum. The members of the Church present and voting at any duly announced meeting shall constitute a quorum.
- Voting. The vote of a majority of the members of the Church present and voting at any duly announced meeting shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by statute or by the articles of incorporation of CMI.
- Proxies. A member shall not be entitled to vote by proxy.
- Authority. The direction and management of the affairs of Corazon Ministries and the control and disposition of its properties and funds shall be vested in the Board of Directors of CMI as stated in the notice of the meeting.
- Election. Directors shall be nominated by the members of the Board of Directors or members of Nominations Committee. The Nominations committee will be comprised on a minimum of 3 members of the Board of Directors, appointed by the President of the Board, but will not include the Executive Director as a member. The Nominations Committee will receive and screen prospective applicants and, with approval of a majority of the members of the Nominations Committee, submit an application for Board Membership to the Board for approval at the regular meeting of the Board of Directors or at such date, time and place as set by the President of the Board of Directors of CMI. Directors shall be elected by open ballot by a majority of Board Members. A Youth Director position may be filled with an applicant recommended and approved to and by the Nominations Committee and elected by a majority of the Board of Directors present at a regular monthly. The Youth Director term will be for one year with the option to be re-elected by the Board of Directors for one additional year. The Youth Board Member can be removed for any cause or no cause by a majority of the seated Board Members.
- Number and Eligibility. Directors are those individuals who are elected to the Board of Directors by current serving Board of Directors members. There will be a minimum of five (5) and a maximum of sixteen (16) Directors. A Director shall be deemed qualified if he/she is dedicated to the mission of CMI and wishes to serve. A Director will bring needed skills, knowledge, talent, and experience to the board. Each Director is required to actively participate by regular attendance at meetings, to be informed and to exercise independent judgment on all corporate decisions and identify CMI as one of his/her major philanthropic recipients. Every Director shall be a member and/or appointed chairperson of a Standing Committee. Directors may not disclose confidential information or information about CMI’s legitimate activities unless the information being disclosed is already known by the public or is of public record. The Director may or may not be a member of the Church. At least thirty percent (30%) of the Board of Directors must be members of Travis Park United Methodist Church. The remaining percentage do not have to be members of Travis Park United Methodist Church or United Methodists. The Senior Pastor or the Senior Pastor’s designated representative shall be an ex-officio member of the Board of Directors without a vote.
- Terms. Directors will be appointed on a rotational basis for a term of three years beginning on the first day of the calendar/fiscal year on a staggered basis so that three members will rotate off of the Board each year and three new Directors appointed. Terms end on the last day of the calendar/fiscal year. However, if a director is elected to fill a vacancy, such Director’s term shall be that of the Director who was replaced. A Director shall not serve more than two three-year terms consecutively as a member of the Board of Directors. After serving the first three-year term, the Director may be elected to serve for another three-year term. After serving two consecutive three-year terms, a Director must rotate off the Board for at least one calendar/fiscal year before being eligible to serve on the Board again.
- Vacancies. The remaining Directors shall have the authority to fill any vacancy occurring on the Board of Directors. The person chosen shall serve only until the next monthly Board Meeting or at such date, time and place as set by the President of the Board of Directors of CMI, at which time the Members of the Board of Directors shall elect who shall complete the term of the Director whose position was vacated.
- Removal. By a vote of the majority of the seated Board of Directors, any Director may be removed with or without cause with notice that the issue of possible removal of the Director is on the agenda. Attendance at monthly meetings, scheduled in accordance with the By-Laws, and at Board sponsored events, is an obligation of board membership. A Director may be considered for removal by missing 3 consecutive monthly meetings, unless those absences are occasioned by Director illness, family emergency, employment obligations or other exceptions, as may be recognized by a majority vote of the Board at a regular Board meeting. A Director may be considered for removal by missing, in any combination, 4 monthly meetings or CMI sponsored events, within a period of one year, beginning with each calendar year. At the meeting, the Director may present evidence of why he or she should not be removed. Also, at the meeting, the Board will consider possible arrangements for resolving the problems that are in the mutual interest of CMI and the Director.
- Resignation. Any Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of CMI. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. The acceptance of the resignation shall not be necessary to make it effective.
- Regular Meetings. Regular meetings of the Board of Directors shall be held on such dates and at such times and places as the Board of Directors shall from time to time determine. The Secretary shall give at least ten (10) days’ notice of the date, time, and place of each regular meeting to each Director, unless such requirement is waived by all directors. Regular meetings should be held once a month unless otherwise determined by the Board of Directors.
9. Special Meetings. Special meetings of the Board of Directors for any purpose may be called by the President and the Secretary acting together; or upon written request of any two Directors given to the President. The Secretary shall give at least ten (10) days notice, by email or other means, as appropriate for each Board Member, of the date, time, and place of each special meeting to each Director.
10. Attendance. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting that the meeting is not properly called.
11. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors convened according to these Bylaws.
12. Voting. The affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or these Bylaws.
13. Proxies. A Director shall not be entitled to vote at a meeting of the Board of Directors by proxy.
14. Action by Written Consent
- Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken shall be signed by all members of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote at a meeting.
- or taking action by Written Consent:
- Any action Requirements required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken shall be approved by a sufficient number of the Directors as would be necessary to take that action at a meeting at which all the Directors were present and voted.
- Each written consent shall bear the date of the approval of each Director who approves the consent. A written consent approved by less than all of the Directors is not effective to take the action that is the subject of the consent unless, within 60 days after the date of the earliest dated written consent delivered to CMI in the manner required by this section, a consent or consents approved by the required number of directors is delivered to the President or Secretary of CMI at CMI’s principal place of business. Delivery shall be in accordance with section 4 below. All consents will be in writing.
- Prompt notice of the taking of any action by Directors without a meeting by less than unanimous written consent shall be given by the Secretary to all Directors who did not consent in writing to the action.
- Written consent shall include electronic mail, or similar transmission by a Director or a facsimile, or similar reproduction of a writing approved by a Director shall be regarded as signed by the Director for purposes of this Section.
15. Telephone Meetings. A meeting of the Board of Directors may be held by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting that the meeting was not properly called.
16. Prohibited Actions. No loans or disbursement shall be made by CMI to any of the Board of Directors. Directors may be reimbursed for reasonable, ordinary and necessary travel and other out-of-pocket expenses incurred in their duties as Director.
17. Conflicts of Interests. Directors shall abstain from voting on the selection, award, or administration of a contract from which they, a direct family member, group or organization they represent may benefit. The member may propose and participate in discussion on such contracts, provided the interest is noted in the minutes of the meeting.
18. Conflicts of Interests. The Directors have the discretionary authority to determine CMI’s policy regarding what constitutes a conflict of interest of a Director.
19. Officers. The officers shall be the President, Vice President, Secretary, and Treasurer. Officers shall be elected at the November Board meeting in years where new officers need to be elected and assume office at the first meeting of the following calendar year. The term for each officer will be two years. Officers may serve two consecutive terms. An officer may be removed for cause by a majority vote of the Board at any meeting of the Board at which a quorum is present. An officer may resign at any time by giving written notice to the Secretary or President.
20. Advisory Board. The Advisory Board of CMI will be composed of members of the community who support the ministry financially, with skills, knowledge and talent. Advisory Board Members are nominated by the Board Members, screened by the Nominations Committee and will be elected to the Board by a majority of Directors present at a scheduled monthly meeting. Advisory Board Members will serve two, three-year terms. Advisory Board Members may be removed at any time for any reason by a simple majority vote of Directors present at a scheduled monthly meeting. Likewise, an Advisory Board member may resign by submitting a letter to the Secretary of the Board of Directors.
21. Notifications/Principal place of business. Corazon Ministries, Inc., 230 E Travis St., San Antonio, TX 78205.
22. Changes to the ByLaws. Changes to the CMI ByLaws may be adopted by a majority vote of the CMI Board of Directors.
- President. The President shall preside at all meetings of the Members and meetings of the Board of Directors and be responsible for the general management of the affairs of Corazon. The President may sign with the Secretary or any other proper officer of Corazon authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors have authorized 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 Corazon. The President 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.
- Vice President. In the absence of the President or in the event of the inability or refusal to act of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President. When so acting, the Vice President 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 as may be assigned to him or her by the President or by the Board of Directors.
- Secretary. The Secretary shall keep minutes of the meetings of the members and the Board of Directors and shall send copies of all minutes to the Board of Directors and to such other parties designated by the President. The Secretary shall notify the Directors of all meetings of the Board of directors and of all meetings of the Members and shall perform such other duties as may be prescribed by the Board of Directors from time to time.
- Treasurer. The Treasurer shall cause to be kept regular books of account of Corazon’s funds and property and shall present a periodic financial statement and an annual audit to the Board of Directors. The Treasurer shall be responsible for presenting an annual budget to the Board of Directors for approval and shall perform such other duties as may be prescribed by the Board of Directors from time to time.
- Prohibited Actions. Corazon shall make no loans or disbursements to any officer.
- Officers and Agents. The Board of Directors may appoint such officers and agents in addition to those specifically provided for in the Bylaws, as may be deemed necessary, who shall have such authority and perform such duties as shall from time to time be prescribed by the Board of Directors. All appointive officers and agents shall hold their respective offices or positions at the pleasure of the Board of Directors and may be removed from office discharged at any time with or without cause.
- Executive Director. An Executive Director may be appointed by the Board of Directors, and under the direction of the Board of Directors, shall be administrative officer of Corazon and perform such other duties as directed by the Board of Directors. The Board of Directors shall determine the compensation of the Executive Director and this person shall serve at the pleasure of the Board of Directors.
- Staff. The Executive Director of Corazon with the approval of the Board of Directors shall have the authority to appoint, employ, or discharge any person or persons deemed necessary to carry out the purposes of Corazon.
- Appointment of Committees. The Board of Directors, who shall appoint their members, may designate committees. Each committee shall have and may exercise such powers as the Board of Directors may determine and specify in the respective resolutions appointing them.
- Removal. The Board of Directors may remove the members of any committee whenever in their judgment the best interests of Corazon shall be served by such removal.
- Chair. The Board of Directors shall appoint the committee chair.
- Vacancies. Vacancies in the members of any committee may be filled by appointments made in the same manner as provided in the case of original appointments.
- Quorum. Unless otherwise provided by the Board of Directors a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
- Rules. Each committee may adopt rules for its own government that are consistent with these Bylaws or with rules adopted by the Board of Directors.
- Committee Action by Written Consent
- Any action required or permitted to be taken at any meeting of a committee may be taken without a meeting if a consent in writing, setting forth the action to be taken shall be signed by a sufficient number of the committee members as would be necessary to take that action at a meeting at which all of the committee members were present and voted.
- Each written consent shall bear the date of signature of each committee member who signs the consent. A written consent signed by less than all of the committee members is not effective to take the action that is the subject of the consent unless, within 60 days after the date of the earliest dated consent delivered to the committee Chair in the manner required by this Section, a consent or consents signed by the required number of committee members is delivered to the Chair of the committee. Delivery shall be by hand or certified or registered mail, return receipt requested.
- Prompt notice of the taking of any action by the committee without a meeting by less than unanimous written consent shall be given by the committee chair to all committee members who did not consent in writing to the action.
- An electronic mail, telegram, telex, cablegram, or similar transmission by a committee member or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a committee member shall be regarded as signed by the committee member for purposes of this Section.
- Form of Notice. Except in regard to notices to members whenever under the provision of these Bylaws notice is required to be given to any Director or committee member and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing, by postal mail, postage prepaid, addressed to such member, director or committee member at such address as appears on the books of Corazon or by electronic mail. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the notice is deposited, postage prepaid, in the United States mail. Publication in Corazon’s newsletter, if any, of a notice to a member shall be deemed to be proper notice upon deposit of such newsletter, properly addressed and postage prepaid, in the United States mail.
- Waiver. Whenever any notice is required to be given to any member, director or committee member under the provisions of these Bylaws, a written waiver signed by a person entitled to notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
The fiscal year of Corazon shall be the calendar year.
- Contracts and Instruments. The Board of Directors may authorize any officer or officers, agent or agents of Corazon, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and delivery any instrument in the name of and on behalf of Corazon, and such authority may be general or confined to specific instances.
- Loans. No loan shall be contracted on behalf of Corazon and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.
- Checks. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of Corazon, shall be signed by such officer or officers, agent or agents of Corazon and in such manner as 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 instrument shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of Corazon.
- Deposit of Funds. All funds of Corazon shall be deposited from time to time to the credit of Corazon in such banks, trust companies or other depositories as the Board of Directors may select.
- Contributions. The Board of Directors may accept on behalf of Corazon any contribution, gift, bequest or devise for the general purposes or for any special purpose of Corazon.
- Bonding. At the director of the Board of Directors, the Treasurer and such other officers, agents and employees of Corazon as the Board of Directors shall designate shall be bonded.
- Minutes. Corazon shall keep correct and complete books and records of account. Corazon shall also keep minutes of the proceedings of its meetings of members, the Board of Directors and committees having any of the authority of the Board of Directors.
- Financial Records. Corazon shall maintain current true and accurate financial records with full and current entries made with respect to all financial transactions of Corazon, including all income and expenditures, in accordance with generally accepted accounting practices.
- Reports. Based on these financial records, the Board of Directors shall annually prepare or approve a report of the financial activity of Corazon for the preceding year. The report must conform to accounting standards as promulgated by the American Institute of Certified Public Accountants and must include a statement of support, revenue, and expenses and changes in fund balances, a statement of functional expenses, and balance sheets for all funds.
- Audit. The books of Corazon may be audited annually by a certified public accountant appointed by the Board of Directors. The auditor’s report shall be filed with the records of Corazon.
- Indemnification. Article 1396-2.22Aof the Texas Non-Profit Corporation Act (the “Act”) permits Corazon to indemnify its present and former directors and officers to the extent and under the circumstances set forth therein. In addition, in some circumstances indemnification is required by the Act. Corazon hereby elects to and does hereby indemnify all such persons to the fullest extent permitted or required by the Act promptly upon request of any such person making a request for indemnity hereunder. Such obligation to so indemnify and to so make such determination may be specifically enforced by resort to any court of competent jurisdiction. Further, Corazon shall pay or reimburse the reasonable expenses of such persons covered thereby in advance of the final disposition of any proceedings to the fullest extent permitted by the Act and subject to the conditions thereof.
- Insurance. Corazon may purchase and maintain insurance against any liability asserted against and incurred by any officer or director in a capacity described in these Bylaws or arising out of the status of such a person, whether or not Corazon would have the power to indemnify such person against that liability under the Article.
- Amendments. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any regular or special meeting of the Board of Directors by a majority vote of the directors present provided that notice setting forth the proposed alterations, amendments, or new Bylaws has been given to all members of the Board of Directors not less than seven days before such meeting. Any alternation, amendment, repeal or adoption is subject to approval by the members.
- Parliamentary Procedure. In all cases where parliamentary procedure of Corazon is not provided by these Bylaws, Robert’s Rules of Order Newly Revised shall govern.