BYLAWS OF HAPL CHARITIES
ARTICLE ONE
NAME, PURPOSES, POWERS AND OFFICES
Section 1.1. Name. The name of this corporation is HAPL Charities (the “Corporation”).
Section 1.2. Purposes. The Corporation is organized and shall be operated exclusively for those purposes set forth in its Certificate of Formation.
Section 1.3. Powers. The Corporation is a nonprofit corporation and shall have all of the powers, duties, authorizations, and responsibilities as provided for nonprofit corporations under the Texas Business Organizations Code (“BOC”) as it now exists or as it may hereafter be amended; provided, however, the Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income tax as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision or provisions of any subsequent United States Internal Revenue law or laws (the “Code”).
Section 1.4. Principal Office. The Corporation’s principal office shall be the same as that of its Member.
ARTICLE TWO
MEMBERSHIP
Section 2.1. Membership. Houston Association of Professional Landmen shall be the sole member of the Corporation.
Section 2.2. Annual Meetings. The Member shall hold an annual meeting at which the Member shall elect the Board of Directors (in such years as terms expire or there is otherwise a vacancy) and transact such other business as shall be included in the notice and agenda for the meeting.
Section 2.3. Special Meetings. Special meetings of the Member may be called by the President of the Corporation, the Board of Directors, or the Member.
ARTICLE THREE
BOARD OF DIRECTORS
Section 3.1. General Powers; Delegation. The activities, property, and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by law, by the Certificate of Formation, or by these Bylaws, unless otherwise expressly provided herein. In fulfillment of these responsibilities, the Board of Directors is to communicate and make periodic reports to the Member concerning the activities of the Corporation.
Section 3.2. Number and Qualifications. The Board of Directors shall consist of not less than three (3) directors; the number of directors is to be determined from time to time through election by the Member. The initial directors shall be those persons named as directors in the Certificate of Formation. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Directors shall be individuals who formerly served in a Officer and/or Director position with the Houston Association of Professional Landmen. Other than the initial directors, individuals currently serving in a leadership position with the Houston Association of Professional Landmen shall at all times constitute no more than a minority of the Board of Directors of the Corporation.
Section 3.3. Election and Term of Office. Each director shall hold office for a three-year term and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, or removal from office. After initial directors are elected by the Corporation’s Member, they shall divide themselves into three classes with staggered terms so that generally as nearly as possible the same number of director positions are subject to election each year at the annual meeting of the Member.
Section 3.4. Filling of Vacancies. Any vacancy occurring in the Board of Directors resulting from the death, resignation, or removal from office of any director shall be filled by appointment of the Member. Any director elected or appointed to fill a vacancy shall hold office for the remainder of the vacated term and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, or removal from office.
Section 3.5. Removal. Any director may be removed, either for or without cause, by the Member.
Section 3.6. Resignation. Any director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time is specified therein, at that time of its receipt by the President of the Corporation. No acceptance of a resignation shall be necessary to make it effective.
Section 3.7. Place of Meeting. Meetings of the Board of Directors shall be held at such places, within or without the State of Texas, as may from time to time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof.
Section 3.8. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board and communicated by written notice to all directors. Except as otherwise provided by law, by the Certificate of Formation, or by these Bylaws, any and all business may be transacted at any regular meeting.
Section 3.9. Special Meetings. Special meetings of the Board of Directors may be called by the President upon not less than one (1) nor more than sixty (60) days’ notice to each director, either personally, by hand delivery, or by mail, facsimile transmission, or electronic mail transmission. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two (2) or more directors. Except as otherwise provided by law, by the Certificate of Formation, or by these Bylaws, 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 3.10. Quorum and Manner of Acting. At all meetings of the Board of Directors, the presence of a majority of the number of directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Formation, or by these Bylaws. The act of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, by the Certificate of Formation, or by these Bylaws, in which case the act of such greater number shall be required to constitute the act of the Board. If a quorum is not present at any meeting of the directors, the directors present at such time may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. At any such adjourned meeting at which a quorum is later present, any business may be transacted which might have been transacted at the meeting as originally convened.
Section 3.11. Written Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing setting forth the action to be taken is signed by the number of directors or committee members, as the case may be, as would be necessary to take such action at a meeting at which all persons entitled to vote on the action were present and voted. For purposes of this Section 3.11, an electronic transmission of a consent by a director or committee member is considered a signed writing if the transmission contains or is accompanied by information from which it can be determined that the electronic transmission was transmitted by the director or committee member, as the case may be, and the date on which it was transmitted. Such consent must be filed with the minutes of proceedings of the Board of Directors or of the committee. Such consent shall have the same force and effect as a vote at a meeting where such directors or officers were present and voted, and may be stated as such in any document. Prompt notice of the taking of any action by the directors or committee members without a meeting by less than unanimous written consent shall be given to those directors or committee members who did not consent in writing to the action.
Section 3.12. Electronic Meetings. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Directors or members of any committee designated by such Board may, unless otherwise restricted by statute, by the Certificate of Formation, or by these Bylaws, participate in and hold any meeting of such Board of Directors or committee by using conference telephone or similar communications equipment or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment system permits each person participating in the meeting to communicate with all other persons participating in the meeting. If voting is to take place at the meeting, reasonable measures must be implemented to verify that every person voting at the meeting by means of remote communications is sufficiently identified and a record must be kept of any vote or other action taken. Participation in a meeting pursuant to this Section 3.12 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.
ARTICLE
FOUR COMMITTEES
Section 4.1. Advisory Committees. Advisory committees not having and exercising the authority, responsibility, or duties of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by the directors. Except as otherwise provided in such resolution, members of each such advisory committee need not be directors of the Corporation. The Board of Directors shall appoint the members of such advisory committees and fill any vacancies. Any member thereof may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation shall be served by such removal.
Section 4.2. Term of Office. Each member of an advisory committee shall continue for such term as designated by the Board of Directors of the Corporation and until such member’s successor is appointed, unless the board or committee is sooner terminated, or unless such member is removed from such committee or shall cease to qualify as a member thereof.
Section 4.3. Quorum; Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors designating an advisory committee, a majority of the whole committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 4.4. Notice. Written notice of the place, date, and time of each meeting of an advisory committee shall be delivered not less than three (3) nor more than sixty (60) days before the date of such meeting to each member of such committee at such member’s address as it appears on the books of the Corporation.
ARTICLE FIVE
NOTICES
Section 5.1. Manner of Giving Notice. Whenever, under the provisions of any law, the Certificate of Formation, or these Bylaws, notice is required to be given to the Member, a director, or a committee member of the Corporation, and no provision is made as to how such notice shall be given, it shall not be construed to require personal notice, but any such notice may be given in writing by hand delivery, by facsimile transmission, by email or other form of electronic communication permitted by the BOC, or by mail, postage prepaid, addressed to the Member, director, or committee member at such person’s address as it appears on the records of the Corporation. Any notice required or permitted to be given by mail shall be deemed to be delivered at the time when the same shall be thus deposited in the United States mails, in like manner. Any notice required or permitted to be given by facsimile transmission or email or other form of electronic communication shall be deemed to be delivered upon successful transmission of such facsimile or email or other form of electronic communication.
Section 5.2. Waiver of Notice. Whenever any notice is required to be given to the Member, a director, or a committee member of the Corporation under the provisions of any law, the Certificate of Formation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE SIX
OFFICERS, EMPLOYEES AND AGENTS: POWERS AND DUTIES
Section 6.1. Elected Officers. The elected officers of the Corporation shall include a President, a Secretary, and a Treasurer. Officer positions shall be filled by Members of the Board as follows: the Director in his or her third year of a term shall serve as the President, the Director in his or her second year of a term shall serve as the Treasurer, and the Director in his or her first year of a term shall serve as the Secretary.
Section 6.2. Term of Office; Removal; Filling of Vacancies. The initial elected officers of the Corporation shall be appointed by the Board of Directors at its organizational meeting, and they shall hold office until their successors are chosen and qualified at the first annual meeting of the Board of Directors, or until their respective death, resignation, retirement, disqualification, or removal from office as set forth in Section 6.1 above.
Section 6.3. President. The President shall be the chief executive officer of the Corporation and, subject to the provisions of these Bylaws, shall have general supervision of the activities and affairs of the Corporation and general and active control thereof. The President shall preside when present at meetings of the Board of Directors. The President shall promote the interests and purposes of the Corporation to the industry and public. The President shall have general authority to execute bonds, deeds, and contracts in the name of the Corporation. In general, the President shall have and exercise all the powers usually appertaining to the office of president of a corporation, except as otherwise provided by law, the Certificate of Formation, or these Bylaws. In the absence or disability of the President, the duties of such office shall be performed and the powers may be exercised by the Treasurer.
Section 6.4. Secretary. The Secretary shall see that notice is given of all meetings of the Board of Directors and shall record minutes of all proceedings at all meetings of the Board. The Secretary shall keep all documents, papers, and records of the Corporation, except those for which some other officer or agent is properly accountable. The Secretary shall promote the interests and purposes of the Corporation to the industry and public. The Secretary shall generally perform all duties usually appertaining to the office of secretary of a corporation, except as otherwise provided by law, the Certificate of Formation, or these Bylaws.
Section 6.5. Treasurer. The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have active control of, and shall be responsible for, all matters pertaining to the accounts and finances of the Corporation. The Treasurer shall be responsible for paying the expenses of the Corporation following approval of the Board of Directors. The Treasurer shall coordinate with the Treasurer of its Member to submit financial records for the annual audit. The Treasurer shall supervise the accounting and auditing practices of the Corporation; and shall have charge of all matters relating to taxation. The Treasurer shall have the care and custody of all monies, funds, and securities of the Corporation; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Directors shall from time to time direct or as shall be selected in accordance with procedures established by the Board. The Treasurer shall cause to be kept full and accurate accounts of all receipts, disbursements, and contributions of the Corporation. The Treasurer shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange, or other commercial papers payable to the Corporation, and to give proper receipts or discharges for all payments to the Corporation. The Treasurer shall promote the interests and purposes of the Corporation to the industry and public. The Treasurer shall generally perform all duties usually appertaining to the office of treasurer of a corporation, except as otherwise provided by law, the Certificate of Formation, or these Bylaws.
Section 6.6. Additional Powers and Duties. In addition to the foregoing specially enumerated duties, services, and powers, the officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by law, the Certificate of Formation, or these Bylaws, or as the Board of Directors may from time to time determine or as may be assigned by any competent superior officer.
ARTICLE SEVEN
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 7.1. Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, of the Corporation, in addition to the officers so authorized by these Bylaws, 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 instances.
Section 7.2. Checks, Drafts or Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination, such instruments shall be signed by the President of the Corporation.
Section 7.3. Deposits. All funds of the Corporation 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 may select or as may be selected in accordance with procedures established by the Board.
ARTICLE EIGHT
MISCELLANEOUS
Section 8.1. Dividends Prohibited. No part of the net income of the Corporation shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Corporation shall be distributed to its Member, directors, or officers.
Section 8.2. Loans to Officers and Directors Prohibited. No loans shall be made by the Corporation to its officers and directors, and any directors voting for or assenting to the making of any such loan, and any officer participating in the making thereof, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.
Section 8.3. Fiscal Year. The fiscal year of the Corporation shall be July 1 to June 30.
Section 8.4. Invalid Provisions. If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.
Section 8.5. Headings. The headings used in these Bylaws are for convenience only and do not constitute matter to be construed in the interpretation of these Bylaws.
Section 8.6. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the Corporation. Prior to acceptance of any non-cash contribution, gift, bequest, or devise (other than marketable securities that are traded on a recognized securities exchange), the Board of Directors (or its designee) shall determine, by resolution thereof, that the acceptance of such non-cash contribution, gift, bequest, or devise by the Corporation would be in the best interests of the Corporation.
ARTICLE NINE
AMENDMENTS
Section 9.1. Powers to Amend. These Bylaws may be amended or repealed or new bylaws may be adopted at any meeting of the Member. Any such amendment shall require the concurrence of a three-fourths (3/4) majority of the members of the Member present and voting at such meeting; provided, any proposed amendment must be communicated to such individuals at least ten (10) days prior to such meeting.
ARTICLE TEN
INDEMNIFICATION
Section 10.1. Indemnification. To the maximum extent permitted or required by Chapter 8 of the BOC, as it now exists or as it may be amended in the future, the Corporation shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in a proceeding (as hereinafter defined) because the person (i) is or was a director, officer, or advisory committee member of the Corporation or (ii) while a director, officer, or advisory committee member of the Corporation, is or was serving at the request of the Corporation as a director, officer, advisory committee member, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against all expenses (other than taxes (including taxes imposed by Chapter 42 of the Code), penalties, or expenses of correction), including attorneys’ fees, to the fullest extent that a corporation may grant indemnification to a director under the BOC, as the same exists or may hereafter be amended. In addition to any indemnification to which a person may be entitled pursuant to the foregoing sentence of this Article, the Corporation shall indemnify a foundation manager (as defined in Section 4946(b) of the Code) for Compensatory Expenses (as hereinafter defined) incurred by or imposed upon such person to the extent, and only to the extent, that when such payment or reimbursement is added to any other compensation paid to such person, such person’s total compensation from the Corporation is reasonable under Chapter 42 of the Code. As used herein, a Compensatory Expense shall mean (a) any penalty, tax (including a tax imposed by Chapter 42 of the Code), or expense of correction that is owed by a person; (b) any expense not reasonably incurred by the person in connection with a proceeding arising out of a person’s performance of services on behalf of the Corporation; or (c) any expense resulting from an act or failure to act with respect to which a person has acted willfully and without reasonable cause.
The rights conferred by this Article shall be contract rights and shall include the right to be paid by the Corporation expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the BOC, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall be entitled to also be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense is not permitted under the BOC, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof or special legal counsel) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the Corporation (including its Board of Directors or any committee thereof, or special legal counsel) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible.
In the event of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of such person’s heirs, executors, administrators, and personal representatives. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of directors or the Member, agreement, or otherwise.
The Corporation may additionally indemnify any person covered by the grant of mandatory indemnification contained in this Article to such further extent as is permitted by law and may indemnify any other person to the fullest extent permitted by law. The Corporation may purchase and maintain insurance or a similar arrangement (including, but not limited to, a trust fund, self- insurance, a security interest or lien on the assets of the Corporation, or a letter of credit, guaranty, or surety arrangement) on behalf of any person who is serving the Corporation (or another entity at the request of the Corporation) against any liability asserted against such person and incurred by such person in such a capacity or arising out of the status as such a person, whether or not the Corporation would have the power to indemnify such person against that liability under this Article or by statute. Notwithstanding the other provisions of this Article, the Corporation may not indemnify or maintain insurance or a similar arrangement on behalf of any person, if such indemnification or maintenance of insurance or similar arrangement would subject the Corporation to income tax under the Code or subject such person to excise tax under the Code. For purposes of this Article, the term “expenses” includes court costs and attorneys’ fees, and the term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative; any appeal in such action, suit, or proceeding; and any inquiry or investigation that could lead to such an action, suit, or proceeding.
ARTICLE ELEVEN
BOOKS AND RECORDS
Section 11.1. Required Books and Records. The Corporation shall keep correct and complete books and records of account. The Corporation’s books and records shall include:
(a) A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including, but not limited to, the Certificate of
Formation and any certificates of amendment, restated certificates, certificates of merger, certificates of consolidation, and statement of change of registered office or registered agent.
(b) A copy of the Bylaws and any amended versions or amendments to the Bylaws.
(c) Minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board of Directors.
(d) Minutes of all meetings of the Member.
(e) A list of the names and addresses of the Member, directors, officers, and any committee members of the Corporation.
(f) A financial statement showing the assets, liabilities, and net worth of the Corporation at the end of the three most recent fiscal years.
(g) A financial statement showing the income and expenses of the Corporation for the most recent fiscal years.
(h) All rulings, letters, and other documents relating to the Corporation’s federal, state, and local tax status.
(i) The Corporation’s federal, state, and local information or income tax returns for each of the Corporation’s three most recent tax years.
Section 11.2. Inspection and Copying. The Member and any director or officer of the Corporation may inspect and receive copies of all books and records of the Corporation required to be kept by the Bylaws. Such a person may inspect or receive copies if the person has a proper purpose related to the person’s interest in the Corporation and if the person submits a request in writing. A person entitled to inspect the Corporation’s books and records may do so at a reasonable time as determined by the Board of Directors. The Board of Directors may establish reasonable fees for copying the Corporation’s books and records by the Member. The fees may cover the cost of materials and labor, but may not exceed the Internal Revenue Service guidelines for providing copies. The Corporation shall receive and respond as required by Internal Revenue Service guidelines to requests from the public for copies of the Corporation’s Form 1023 and Form 990. The Corporation shall maintain a file containing all documents required by the Internal Revenue Service to be made available to the public.