BY-LAWS OF
THE TEMPLE SYMPHONY ORCHESTRA
These Bylaws (referred to as the "Bylaws") govern the affairs of Temple Symphony Orchestra
("TSO"), a nonprofit corporation organized under the Texas Non-Profit Corporation Act (referred to as the "
Act").
ARTICLE I
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SECTION 1 The Principal office of the TSO in the State of Texas shall be located at P.O. Box 4241,
Temple, Texas 76505-4241. TSO may have such other offices, either in Texas or elsewhere, as the Board of
Directors may determine. The Board of Directors may change the location of any office of TSO.
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SECTION 2 TSO shall comply with the requirements of the Act and maintain a registered office and
registered agent in Texas. The registered office may, but need not, be identical with TSO's principal office in
Texas. The Board of Directors may change the registered office and the registered agent as provided in the
Act.
ARTICLE II
SECTION 1 Number of Directors and Term of Office. The Board of Directors shall consist of not less
than twelve (12) nor more than twenty (20) Directors, and the number of Directors shall be established from
time to time, within such limits, by the Board of Directors. Except as herein provided, the Directors shall be
elected by the Board of Directors at their May meeting. The terms of the Directors shall be established so that
approximately one-third of the total number of Directors shall be elected each year Each Director elected at
the May meeting shall be elected for a term commencing on the first day of June following such meeting and
continuing until the expiration of the Director's term and until the Director's successor has been duly elected
and qualified. For the first two years of TSO's existence, a period terminating at the end of May 1998, the
following procedure shall be followed: The terms of one third of the Board of Directors shall end at the end
of May 1997. The terms of an additional one third of the board of Directors shall terminate in May 1998.
SECTION 2 Vacancies on the Board of Directors. If and when the number of Directors is increased by vote of
the Board of Directors between annual membership meetings, the new directorships may be filled by the Board
of Directors, but any person who is elected as Director shall be elected to serve only until the end of the fiscal
year in which he or she is elected. Whenever a vacancy occurs for any reason among the directors elected by the
Board of Directors, such a vacancy may be filled by the Board of Directors and the person chosen to fill the
vacancy shall be elected to serve for the unexpired term of his predecessor, but if such person is being elected a
Director for the first time, he or she shall be elected to serve only until the end of the fiscal year in which he or
she is elected.
SECTION 3 Responsibilities of directors, Power to Remove Directors. The Board of Directors shall
manage the affairs of TSO. A Director shall be expected
to discharge the
of the Board
Director shall attend with reasonable regularity, the meetings
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following responsibilities: (1) the
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Of Directors; (2) the Director shall be willing to serve on at least one committee; (3) the Director shall furnish to LSO
the benefit of his or her experience, judgment and influence; and (4) the Director shall furnish to TSO financial
support to the extent he or she deems appropriate. Any Director with unexcused absences from three (3) consecutive
regular Board meetings, or who, in the judgment of these Directors voting to remove him or her, otherwise does not
meet expected responsibilities or for other good cause, may be removed by a vote of two-thirds of the Directors
present at any meeting of the Board of Directors. (5) Directors shall exercise ordinary business judgment in managing
the affairs of TSO. In acting in their official capacity as Directors of TSO, Directors shall act in good faith and take
actions they reasonably believe to be in the best interests of TS() and that are not unlawful. In all other instances, the
Board of Directors shall not take any action that they should reasonably believe would be opposed to TSO's best
interests or would be unlawful. A Director shall not be liable if, in the exercise of ordinary care, the Director acts in
good faith relying on written financial and legal statements provided by an accountant or attorney retained by TSO.
SECTION 4 Powers of the Board of Directors. The Board of Directors shall have the power to establish policies,
to conduct the affairs of ISO and to exercise all other powers granted by the Articles of Incorporation and
amendments thereto and by these By-Laws.
SECTION 5 Annual Meeting.The annual meeting shall be held in May of each year without
notice other than these By-laws.
SECTION 6 Regular Meetings. The Board of Directors may provide for regular meetings by resolution stating the
time and place of such meetings.
SECTION 7 Special Meetings. The President may call special meetings of the Board of Directors for any purpose
at any time. Upon the written request of a majority of the full number of Directors fixed pursuant by these By-Laws,
the President shall call a special meeting of the Board for the purposes specified in such request. Notice of the time,
place and purpose of each special meeting shall be given in writing, in person or by telephone not less than three (3)
days prior to the date of such a meeting. No business other than that specified in the notice thereof shall be acted
upon at a special meeting.
SECTIONS Quorum and Voting. At any regular or special meeting of the Board of Directors, a majority of the full
number of acting Directors shall constitute a quorum. If there is not a quorum present at a regular or special meeting of
the Board of Directors, the meeting may be adjourned from time to time without notice until a quorum is present.
Unless otherwise provided herein, any action to be taken by the Board of Directors at a given meeting shall require the
affirmative vote of a majority of the Directors present at such meeting.
SECTION 9 Place of Meetings. Each meeting of the Board of DirectOrs shall be held at such place, within Bell
County, Texas, as shall be specified by the President.
SECTION 10 Method of Acting. Decisions by the board of Directors shall be made only at regular or special
meetings thereof; no action shall be taken by polling the members of the Board of Directors by telephone, writing, or
otherwise.
ARTICLE III
OFFICERS
SECTION 1 Officers. The executive officers of TSO to be elected by the Board of Directors at the annual meetings
thereof shall consist of a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may, in its
discretion, create such other offices and appoint such other officers, as it desires, to serve for such terms not extending
beyond the then current fiscal year in any given instance, as the Board of Directors shall determine at the time of
election of such officers. The term of office of each executive officer elected by the Board of Directors shall
commence on the first day of June following the annual Board meeting at which he or she shall be elected and shall
continue until his or her successor has been duly elected and qualified. The Board of Directors may fill vacancies,
which may occur among the executive officers or any other officers, and the person chosen to fill the vacancy shall be
elected to serve for the unexpired term of his or her predecessor. Only members of the Board of Directors shall be
eligible to serve as officers of TSO. The terms of the initial officers of TSO began on February 28th, 1996 and shall
expire on June 1st, 1997.
SECTION 2 Duties of President. The President shall be the chief executive officer of TSO. He or she shall preside
at meetings of the Board of Directors, and shall prepare an agenda for each of such meetings. In addition, except as
changed by the Board of Directors the President shall have such other duties and powers as are usually incident to the
office of President of a non-profit corporation.
SECTION 3 Duties of the Vice President. The Vice-President shall preside at meetings of the Board of Directors,
in the absence of the President. The Vice-President shall also perform such other duties as may be assigned by the
Board of Directors.
SECTION 4 Duties of Secretary. The Secretary shall keep or cause to be kept the minutes of meetings of the Board
of Directors and shall deliver copies of all such minutes to each Director as soon as practicable after the date of the
meeting covered by such minutes. The Secretary shall also perform such other duties as may be assigned by the Board
of Directors. In addition, except s changed by the Board of Directors, the Secretary shall have such other duties and
powers as are usually incident to the office of Secretary of a non-profit corporation.
SECTION 5 Duties of Treasurer. The treasurer shall be chief financial officer of TSO and shall
have the following duties:
A. He or she shall be the chairman of the Finance Committee.
B. He or she shall recommend to the Board of Directors a chairman of TSO's Annual Fund Drive and
chairman of each other fund-raising event, and shall coordinate all such fund-raising drives and events. The
Treasurer shall also perform such other duties as may be assigned to him or her by the Board of Directors.
The Treasurer shall have such other duties and powers as are usually incident to the office of Treasurer of a
non-profit
corporation; however, in no event shall the treasurer spend over $500 on a single expenditure without
approval of the Board of Directors.
SECTION 0 Removal. The Board of Directors may remove any officer elected by the Board of Directors only with
good cause.
ARTICLE IV
NOMINATIONS
Any Director may suggest that another person be nominated for election as a Director or Executive officer, or both,
by submitting such person's name with the second of any other Director at the annual meeting.
ARTICLE V
COMMITTEES
The only standing committee shall be the Finance Committee of which the Treasurer shall be the chair. All other
members of the Finance Committee and all other committees and members thereof shall be determined by resolution
of the Board of Directors.
ARTICLE VI
COMPENSATION
All officers, and members of the Board of Directors shall serve on the board without compensation.
ARTICLE VII
NOTICES
SECTION 1 Giving of notice. Any notice required to be given under the provisions of these By-Laws to any
Director may be given by delivering it in person or by depositing it in the United States mail, with proper postage
prepaid, addressed to such member or Director at his or her address as it appears on the records of 'ISO, and any such
mailed notice shall be deemed to have been given when so mailed.
SECTION 2 Waiver of Notice. Whenever any notice is required to be given to any Director under the provisions of
these By-laws, a waiver thereof in writing, signed by such Director, whether before or after the time stated in such
notice, shall be equivalent to the giving of such notice.
4.
ARTICLE VIII
FISCAL YEAR
The fiscal year of TSO shall commence on the fast day of June of each year, and shall extend through the 31st day of
May of the following year.
ARTICLE IX
LIMIT OF INDEBTEDNESS
The highest amount of indebtedness of liability, direct or contingent, to which TSO is at any time subject shall be the
limit of its current liability insurance policy.
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X
AMENDMENTS
These By-laws may be amended in any particular not in contravention of the Articles of Incorporation, as amended, at
any regular or special meeting of the Board of Directors.
ARTICLE XI
RULES OF ORDER
The current edition of Roberts Rules of Order Newly Revised shall be the parliamentary authority for all matters of
procedure not specifically covered by these By-Laws.
ARTICLE XII
TRANSACTIONS OF THE CORPORATION
Contracts
SECTION 1 The TSO Board of Directors may authorize any officer or agent of TSO to enter into a contract or
execute and deliver any instrument in the name of and on behalf of TSO. This authority may be limited to a specific
contract or instrument or it may extend to any number and type of possible contracts and instruments.
Deposits
SECTION 2 All funds of TSO shall be deposited to the credit of TSO in banks, trust companies, or other depositories
that the Board of Directors selects.
Gifts
SECTION 3 The Board of Directors may accept on behalf of TSO any contribution, gift, bequest, or devise for the
eral purposes or for any special purpose of TSO. The Board of Directors may make gifts and give charitable
contributions that are not prohibited by the bylaws, the articles of incorporation, state law, and any requirements for
maintaining the TSO's federal and state tax status.
Potential Conflicts of Interest
SECTION 4 The TSO shall not make any loan to a Director or officer of the TSO. A Director, officer, or committee
member of the TSO may lend money to and otherwise transact business with the TSO except as otherwise provided
by the bylaws, articles of incorporation, and all applicable laws. Such a person transacting business with the TSO has
the same rights and obligations relating to those matters as other persons transacting business with the TSO. The TSO
shall not borrow money from or otherwise transact business with a Director, officer, or committee member of the
TSO unless the transaction is described fully in a legally binding instrument and is in the best interests of the TSO.
The TSO shall not borrow money from or otherwise transact business with a Director, officer, or committee member
of the TSO without full disclosure of all relevant facts and without the approval of the Board of Directors not
including the vote of any person having a personal interest in the transaction.
Frolobited Acts
SECLION 5 As long as the TSO is in existence, and except with the prior approval of the Board of Directors, no
actor, officer, or committee member of the TSO shall:
(a) Do any act in violation of the bylaws or a binding obligation of the TSO
(b) Do any act with the intention of harming the TSO or any of its operations
(c) Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary
business of the TSO.
(d) Receive an improper personal benefit from the operation of the TSO
(e) Use the assets of this TSO, directly or indirectly, for any purpose other than carrying on the business of
this TSO.
(t) Wrongfully transfer or dispose of TSO property, including intangible property such as good will.
(g) Use the name of the TSO (or any substantially similar name) or any trademark or trade name adopted by
the TSO, except on behalf of the TSO in the ordinary course of the TSO's business.
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(h) Disclose any of the TSO business practices, trade secrets, or any other information not generally known
to the business community to any person not authorized to receive it.
ARTICLE XIII
BOOKS AND RECORDS
Required Books and Records
SECTION 1 The TSO shall keep correct and complete books and records of account. TSO's books and records
shall include:
(a) A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the TSO,
including, but not limited to, the articles of incorporation, and any articles of amendment, restated articles,
articles of merger, articles 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) A list of the names and addresses of the Directors, officers, and any committee members of the TSO.
(e) A financial statement showing the assets, liabilities, and net worth of the TSO at the end of the three most
recent fiscal years.
(t) A financial statement showing the income and expenses of the TSO for the three most recent fiscal years.
(g) All rulings, letters, and other documents relating to the TSO's federal, state, and local tax status.
(h) The TSO's federal, state, and local information or income tax returns for each of the TSO's three most
recent tax years.
Inspection and Copying
SECTION 2 Any Director, officer, or committee member of the TSO may inspect and receive copies of all books
and records of the TSO that are 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 TSO and if the person submits a request in writing.
Any person entitled to inspect and copy the TSO's books and records may do so through his or her attorney or other
duly authorized representative. A person entitle to inspect the TSO's books and records may do so at a reasonable
time no later than ten working days after the TSO's receipt of a proper written
request. The Board of Directors may establish reasonable fees for copying the TSO's books and records by members.
The fees may cover the cost of materials and labor, but may not exceed 10 cents per page. The TSO shall provide
requested copies of books or records no later than ten working days after the TSO' s receipt of a proper written
request.
ARTICLE XIII
IN DEMN IFICATION
SECTION 1 When Indemnification is Required, Permitted, and Prohibited
(a) The TSO shall indemnify a Director, officer, committee member, employee, or agent of the TSO who
was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or
omissions within the scope of his or her official capacity in the TSO. For the purposes of this article, an
agent includes one who is or was serving at the request of the TSO as a Director, officer, partner,
venture, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan,
or other enterprise. However, the TSO shall indemnify a person only if her or she acted in good faith and
reasonably believed that the conduct was in the TSO's best interests. In a case of a criminal proceeding,
the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was
unlawful. The TSO shall not indemnify a person who is found liable to the TSO or is found liable to
another on the basis of improperly receiving a personal benefit. A person is conclusively considered to
have been found liable in relation to any claim, issue, or matter if a court of competent jurisdiction has
adjudged the person liable and all appeals have been exhausted.
(b) The termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo
contendere or its equivalent does not necessarily preclude indemnification by the TSO.
(c) The TSO shall reimburse expenses incurred by a Director, officer, committee member, employee, or
agent of the TSO in connection with the person' s appearance as a witness or other participation in a
proceeding involving or affecting the TSO when the person is not a named defendant or respondent in the
proceeding.
(d) In addition to the situations otherwise described in this paragraph, the TSO may indemnify a Director,
employee, or agent of the TSO to the extent permitted by law. However, the TSO shall not indemnify any
person in any situation in which indemnification is prohibited by the terms of Section I (a), above.
(e) Before the final disposition of a proceeding, the TSO may pay indemnification expenses permitted by the
bylaws and authorized by the TSO. However, the ISO shall not pay indemnification expenses to a person
before the final disposition of a proceeding if: the person is a named defendant or respondent in a
proceeding brought by the TSO; or the person is alleged to have improperly received a personal benefit or
committed other willful or intentional misconduct.
(f) If the TSO may indemnify a person under the bylaws, the person may be indemnified against judgments,
penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including
attorney's fees) actually incutimi in connection with the proceeding. However, if the proceeding was brought
by or on behalf of the TSO, the indemnification is limited to reasonable expenses actually incurred by the
person in connection with the proceeding.
SECTION 2 Procedures Relating to Indemnification Payments
(a) Before the TSO may pay any indemnification expenses (including attomey's fees), the TSO shall
specifically determine that indenmification is permissible, authorize indemnification, and determine that
expenses to be reimbursed are reasonable, except as provided in Section 1(c), below. The TSO may make
these determinations and decisions by any one of the following procedures:
(i) Majority vote of a quorum consisting of Directors who, at the time of the vote, are not named
defendants or respondents in the proceeding.
(ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Board of
Directors, designated to act in the matter by a majority vote of all Directors, consisting solely of two
or more Directors who at the time of the vote, are not named defendants or respondents in the
proceeding.
(iii) Determination by special legal counsel selected by the Board of Directors by vote as provided
in Article XIII, Section 2(aXi) or (aXii), or if such a quorum cannot be obtained and such a
committee cannot be established, by a majority vote of all Directors.
(b) The TSO shall authorize indemnification and determine that expenses to be reimbursed are reasonable in
the same manner that it determines whether indemnification is permissible. If special legal counsel makes
the determination that indemnification is permissible, authorization of indemnification and determination of
reasonableness of expenses shall be made in the manner specified by Article XIII, Section 2(aXiii), above,
governing the selection of special legal counsel. A provision contained in the articles of incorporation, the
bylaws, or a resolution of members of the Board of Directors that requires the indemnification permitted by
Article XIII, Section I, above, constitutes sufficient authorization of indemnification even though the
provision may not have been adopted or authorized in the same manner as the determination that
indemnification is permissible.
(c) The TSO shall pay indemnification expenses before final disposition of a proceeding only after the TSO
determines that the facts then know would not preclude indemnification and the TSO receives a written
affirmation and undertaking from the person to be indemnified. The determination would not preclude
indemnification and authorization of payment shall be made in the same manner as a determination that
indemnification is permissible under Article XIII, Section 2(a), above. The person's
written affirmation shall state that he or she has met the standard of conduct necessary for indemnification
under the bylaws. The written undertaking shall provide for repayment of the amount paid or reimbursed by
the TSO if it is ultimately determined that the person has not met the requirements for indemnification. The
undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be
accepted without reference to financial ability to make repayment.
ARTICLE X1V
MISCELLANEOUS PROVISIONS
Legal Authorities Governing Construction of Bylaws
SECTION 1 The bylaws shall be construed in accordance with the laws of the State of Texas. All references in the
bylaws to statutes, regulations, or other sources of legal authority shall refer to the auth orities cited, or their
successors, as they may be amended from time to time.
Legal Construction
SECTION 2 If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity,
illegality, or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid,
illegal, or unenforceable provision had not been included in the bylaws.
Headings
SECTION 3 The headings used in the bylaws are used for convenience and shall not be considered in construing the
terms of the bylaws_
Gender
SECTION 4 Wherever the context requires, all words in the bylaws in the male gender shall be deemed to include
the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.
Seal
SECTION 5 The Board of Directors may provide for a corporate seal. Such a seal would consist of two concentric
circles containing the words "Temple Symphony Orchestra", "Texas," in one circle and the word "Incorporated"
together with the date of incorporation of the TSO in the other circle.
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Power of Attorney
SECTION 6 A person may execute any instrument related to the ISO by means of a power of attorney if an original
executed copy of the power of attorney is provided to the secretary of the TSO to be kept with the TSO records.
Parties Bound
SECTION 7 The bylaws shall be binding upon and inure to the benefit of the Directors, officers, committee
members, employees, and agents of the TSO and their respective heirs, executors, administrators, legal
representatives, successors, and assigns except as otherwise provided in the bylaws.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting secretary of Temple Chamber Orchestra and that the foregoing
bylaws constitute the bylaws of the Corporation. These Bylaws were duly adopted at the meeting of the Board of
Directors held on June 1, 2003.
DATED:
Signature
Linda Moldstrom
Typed name
Secretary of the Corporation
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