HomeMy WebLinkAboutBylaws of Westlake Academy BYLAWS
of
WESTLAKE ACADEMY
ARTICLE I
POWERS AND OPERATIONS IN GENERAL
SECTION 1.1.Powers of Corporation.The Westlake Academy (the "Corporation")shall have all
of the powers and authority granted to non-profit corporations under the Texas Non-Profit
Corporation Act, TEX.REV. CIV. STAT.ANN.Art. 1396(Vernon 1997),as amended(the
"Act").
SECTION 1.2.Records. The Corporation shall keep complete corporate and financial records and
minutes of the proceedings of its board of directors(the "Board")and of committees(if any)of
the Board in accordance with applicable law.The records and minutes shall be made available for
inspection at all reasonable times by any member of the Board(any member,a"Director")or by
the Director's authorized agent or by any authorized representative of the Town of Westlake(the
"Town").
SECTION 1.3.Regulations.The Corporation,by action of the Board,may promulgate
regulations(the"Regulations")governing the Corporation's operation. The Regulations shall not
conflict with,and shall be subject to,these Bylaws and the Corporation's Articles of
Incorporation(the "Articles").
SECTION 1.4. Staffing Functions. Staff functions of the Corporation may be performed by
employees of the Town,under the direction of the Town Manager,subject to payment by the
Corporation of the actual costs of the staff functions to be performed,as from time to time may be
billed to the Corporation by the Town.The Corporation shall pay the bills upon receipt(or as
promptly thereafter as practicable)from any of its funds available for the payment.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.1. Manaizement of Corporation. The Board is responsible for the management of the
Corporation.
SECTION 2.2.Number,Appointment,Term,Disqualification, and Removal of Directors. The
Board shall consist of seven Directors.The Directors constituting the initial Board are those
specified in the Articles. Subsequent Directors(including Directors filling vacancies)shall be
appointed by the governing body of the Town. The term of each Director is two years,provided
that a Director shall continue to serve until his/her successor is appointed and assumes office.
Any Director may be removed at any time(with or without cause)by the governing body of the
Town.
SECTION 2.3.Meetings of Directors.(a)The Board may hold its meetings at any place
designated(from time to time)by the Board.In the absence of any designation,meetings shall be
held at the principal office of the Corporation.Regular meetings of the Board shall be held at
such times and places as designated by resolution of the Board.A special meeting of the Board
shall be held whenever called by the president or the secretary of the Corporation or by the Board
- at the time and place specified by the authority calling the special meeting.Unless otherwise
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indicated in the notice of a special meeting,any matter that may be acted upon by the Board at a
regular meeting may be acted upon at a special meeting.
(b)Except as otherwise provided by law,notice to Directors of a regular meeting is not required.
Notice of the time and place of each special meeting shall be given to each Director(either by
personal delivery,United States mail,telephone,or telecopy)not later than two hours in advance
of the meeting.Notice of any Board meeting to persons other than Directors shall be given if and
to the extent required by law.
(c)Attendance of a Director at a meeting shall constitute a waiver by the Director of the notice of
meeting, unless the Director attends the meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully called or convened.A
waiver of a notice in writing, signed by any person entitled to notice(whether before or after the
time for giving the notice)shall be deemed to be the equivalent to the giving of notice.
SECTION 2.4.Quorum.A majority of the number of Directors fixed by these bylaws as
constituting the Board shall constitute a quorum for the transacting of the business of the
Corporation.The act of a majority of the Directors present at a meeting at which a quorum is in
attendance shall constitute the act of the Board except as otherwise required by law or by these
Bylaws or the Articles.
SECTION 2.5. Order of Business. The Board shall consider the matters before it in such order as
the Board may determine.
SECTION 2.6.Committees. The Board,by resolution adopted by a majority of the Directors in
office,may designate one or more committees that,to the extent provided in the resolution, shall
have the authority of the Board in the management of the Corporation.Each committee shall
consist of two or more Directors. Committees that do not have the authority of the Board in the
management of the Corporation may be designated by resolution of the Board or by the president
of the Corporation, and membership on any committee need not be limited to Directors.
SECTION 2.7 Compensation of Directors.Directors are not entitled to receive any compensation
for their services as Directors,except for reimbursement of their actual expenses incurred in the
performance of their official duties.
ARTICLE III
OFFICERS
SECTION 3.1. Office Titles.The officers of the Corporation shall be a president,a vice president,
a secretary,a treasurer, and such other officers as the Board may from time to time appoint. The
same person may hold more than one office,except that the president shall not hold the office of
secretary.
SECTION 3.2.Appointment, Term,Removal Vacancy of Offices.Each officer shall be
appointed by the Board for a term of two years and shall continue to serve until his/her successor
is appointed and assumes office. Each officer is subject to removal from office(with or without
cause)at any time by the vote of a two-thirds majority of the Directors in office.A vacancy in
any office shall be filled in the same manner as the original appointment for the unexpired term
thereof.
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SECTION 3.3 President. The president shall preside at all meetings of the Board. The president is
the chief executive officer of the Corporation and,subject to the control of the Board, shall have
general charge and supervision of the management of the affairs of the Corporation. The
president shall cause all orders and resolutions of the Board to be put into effect. The president
shall sign and execute all legal documents and instruments in the name of the Corporation when
authorized to do so by the Board,except when the signing and execution thereof is delegated by
the Board to some other officer or to an agent of the Corporation.
SECTION 3.4.Vice-President.The vice-president shall,in the event of the absence or disability
of the president, discharge the powers and duties of the president, and the vice-president shall
perform such additional duties as may be assigned from time to time by the Board.
SECTION 3.5. Secretary. The secretary shall have charge of the records and correspondence of
the Corporation under the direction of the president.The secretary is responsible for the giving of
notice of meetings of the Board,and the secretary shall attend the Board meetings and shall take
and keep minutes of,and record all votes cast at,the meetings. The secretary shall discharge such
other duties as may be assigned from time to time by the president or the Board.
SECTION 3.6.Treasurer. (a)To the extent not otherwise provided in any resolution of the Board
relating to the issuance of bonds or other obligations of the Corporation or to instruments
authorized by the Board to provide security therefor,the treasurer shall have the custody of all the
funds and securities of the Corporation and shall deposit them to the credit of the Corporation in
such banks or other depositories as the Board may designate.
(b)The treasurer shall keep proper books of account and other records showing at all times the
amount of the funds and other property belonging to the Corporation and of all receipts and
disbursements of the Corporation.The treasurer shall,under the direction of the Board, disburse
all money and sign all checks and other instruments drawn on or payable out of the funds of the
Corporation and shall also make such transfers and other dispositions of the securities of the
Corporation as may be ordered by the Board.
(c)The treasurer shall also discharge such additional duties as may be assigned from time to time
by the Board. The treasurer shall give bond only if required to do so by the Board. The treasurer
shall render to the president and to the Directors an account of all transactions of the treasurer and
of the financial condition of the Corporation upon request.
SECTION 3.7. Compensation of Officers. Officers are not entitled to receive any compensation
for their services as officers,except for reimbursement of their actual expenses incurred in the
performance of their official duties;provided that,the secretary shall be compensated for services
rendered.
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 4.1. Time for Taking Effect.These Bylaws shall take effect upon their adoption by the
Board.
SECTION 4.2. Resignation.Any Director or any officer of the Corporation may resign at any
time. A resignation shall be made by written instrument and shall take effect at the time specified
- therein or, if no time is so specified,at the time of its receipt by the president or the secretary of
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the Corporation.The acceptance of a resignation is not necessary to make it effective unless
expressly so provided in the instrument of resignation.
SECTION 4.3.Fiscal Year. The fiscal year of the Corporation shall be the annual period
determined by resolution of the Board.
SECTION 4.4. Seal.The official seal of the Corporation shall be as determined by the Board. The
seal shall not be necessary to the proper execution by the officers of the Corporation of any
document or instrument unless otherwise specified by the Board.
SECTION 4.5. Special Requirements. The Corporation shall comply with the following special
requirements:
(a)The Corporation shall maintain its books and records separate and apart from any other legal
entity.
(b)The Corporation shall not commingle its assets with the assets of any other legal entity.
(c)The Corporation shall maintain financial records separate from any other legal entity.
(d)The Corporation shall maintain an"arm-length"relationship with all other legal entities
except as it otherwise required by law.
(e)The Corporation shall pay the salaries of its own employees.
SECTION 4.6.Amendments.These Bylaws may be amended at any time, and from time to time,
by resolution of the Board,which amendment shall not take effect until approved by the
governing body of the Town.
SECTION 4.7. Interpretation.These Bylaws shall be liberally construed to effect the purposes of
the Corporation.If any part of these Bylaws is ruled invalid by a court of competent jurisdiction,
the remainder of these Bylaws shall remain in effect to the fullest extent possible under the
application of the ruling. References in these Bylaws to the singular number shall include the
plural and vice versa(unless the context otherwise requires).
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