(Revised October 29, 2013)
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Article I Name
Article II Mission & Purpose
Article III Board of Directors
Article IV Terms & Election of Board of Directors
Article V Duties & Meetings of Board of Directors
Article VI Officers
Article VII Duties of Officers
Article VIII Trustees
Article IX Permanent Committees & Membership
Article X Responsibilities of Permanent Committees
Article XI Operating Debt, Purchase, Sale or Mortgage of Real Estate & Long-Term Debt
Article XII Notices
Article XIII Miscellaneous
Article XIV Amendment
Article XV Boysville Foundation
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Article I
NAME
Section 1. Name
The name of this Organization shall be Boysville, Inc.
Section 2. Location
The headquarters of this Organization shall be domiciled in Bexar County,
Texas.
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Article II
MISSION & PURPOSE
Section 1. Mission
The Mission of Boysville is to provide a safe family environment for children in need so they may become responsible adults.
Section 2. Purpose
The purpose of the corporation is to support a benevolent, charitable and educational undertaking that focuses upon the physical, spiritual, mental and social needs of the children and youth admitted to the program. In conjunction with the community, every effort will be made to help them reach their full potential as productive citizens.
Section 3. Charitable Status
This charitable organization shall be non-political, non-sectarian and not for profit as determined by state and federal law.
Section 4. Dissolution
Upon dissolution of the corporation, or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable organizations, foundations, or trusts which qualify under the provisions of Section 501(c)3 of the Internal Revenue Code and its regulations and any substitute or successor provisions thereof as they now exist or as they may hereafter be amended or for public purposes to a governmental unit or political subdivision thereof as defined in Section 170(c)1 of the Internal Revenue Code provisions thereof as they now exist or as they may hereafter be amended. The general purposes of
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such charitable organizations, foundations or trusts to be the general care, support, maintenance, health, education, housing, vocational and religious training, guidance and welfare of children. Preference shall be given to the
Boysville Foundation, if in existence at the time of dissolution.
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ARTICLE III
BOARD OF DIRECTORS
Section 1. Responsibility
Boysville, Inc. shall be governed by a Board of Directors. The Board of
Directors shall consist of elected, appointed and non-elected members. The non-elected members shall be known as "Trustee of Boysville, Inc." as defined herein.
Section 2. Membership
(a) The Board of Directors shall consist of a maximum of three (3) members appointed by the Kiwanis Club of San Antonio, Texas; a maximum of three (3) members appointed by the Optimist Club of San Antonio; the President of the
Boysville Auxiliary; and a minimum of eight (8) at-large members. The Board shall consist of a minimum of fifteen (15) elected and appointed members. The maximum number of elected and appointed board members shall not exceed fifty (50).
(b) In accordance with Article VIII, Past Presidents of Boysville shall remain members of the Board of Directors and shall be designated “Trustees of
Boysville.”
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Article IV
TERMS & ELECTION OF BOARD OF DIRECTORS
Section 1. Terms of Office
All elected and appointed directors shall serve for a term of two (2) years.
Directors elected at other than the annual election shall serve until the next annual election.
Section 2. Elections and Installation
The election for directors shall be held annually at a regularly scheduled meeting of the Board of Directors.
A nominee receiving a plurality of votes of the directors present and voting at the meeting for election of directors shall be elected to the office. Elected and appointed directors shall be installed at a regularly scheduled meeting of the board.
Section 3. Vacancy & Additional Directors
Additional elections for directors may be held as approved and provided for from time to time by the Board of Directors.
Section 4. Honorary Directors
(a) The Board is authorized to elect Honorary Directors with approval of the
Nominating Committee. Individuals should be nominated based upon their exemplary service and/or support of Boysville, Inc.
(b) The Nominating Committee shall submit the name or names of any person to be nominated as Honorary Director at any regularly scheduled meeting of the
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Board. The election of Honorary Directors shall not take place until the next regularly scheduled board meeting following the Nominating Committee's submission of its approval.
(c) Honorary Directors shall not have a vote.
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Article V
DUTIES & MEETINGS OF BOARD OF DIRECTORS
Section 1. Duties
The authority to act on behalf of Boysville, Inc., shall be vested in all matters in its Board of Directors. The general duties and responsibilities of the Board of
Directors shall be as follows:
(a) To adopt, promulgate, approve and ensure the implementation of the general policies and strategic planning of Boysville, Inc., in the conduct of its business and in furtherance of its stated purpose;
(b) To hire, appoint and terminate a Chief Executive Officer of the corporation who shall implement the purposes and policies of the organization as established and approved by the Board of Directors.
(c) To elect its officers and members of an Executive Committee;
(d) To generally perform any and all duties of a Board of Directors in the conduct of the business and purpose of Boysville, Inc.
(e) To elect the Trustees of the Boysville Foundation as required by Trust
Indenture dated and executed the 23rd day of August, 1960.
Section 2. Meetings
The Board of Directors shall meet a minimum of six times each year. The
Executive Committee of the Board shall meet monthly.
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Section 3. Quorum & Voting
(a) Ten (10) members of the Board of Directors shall constitute a quorum for the conduct of its business. Each member of the Board of Directors shall have one
(1) vote and there shall be no voting by proxy.
(b) Any vote requiring the approval of two-thirds (2/3) of the Board of Directors shall not be held until the next meeting of the board following its submission to the Board of Directors.
(c) Any vote requiring the approval of two-thirds (2/3) of the board may be by postage-paid mail or electronic transmission; e.g., fax, email, etc. Provided, however, any vote permitted to be cast by electronic transmission shall be confirmed in writing by a signed and dated statement receipted by the secretary of the corporation or his successor.
Section 4. Special Meetings
Special meetings of the Board of Directors may be held at the call of the
President or in his absence or refusal, at the call of the Vice President/President
Elect or by written notice signed by at least ten (10) members of the Board of
Directors. Notice of special meetings shall be given as provided herein.
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Article VI
OFFICERS
Section 1. Officers
The officers of the Boysville, Inc., shall be its President, Vice President and
President Elect, Secretary, and Treasurer. They shall be Directors of Boysville,
Inc.
Section 2. Election
The officers shall be elected by the Board of Directors.
Section 3. Terms of Office
All officers shall serve for one (1) year. All officers shall continue in office until their successors have been elected and installed.
Section 4. Election and Installation
The election for officers shall be held annually at a regularly scheduled meeting of the Board of Directors. A nominee for officer receiving a plurality of votes of the directors present and voting at the meeting for election of officers shall be elected to the office. Elected officers shall be installed at a regularly scheduled meeting of the board.
Section 5. Vacancies
Elections to fill vacancies for officers may be held as approved and provided for by the Board of Directors.
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Article VII
DUTIES OF OFFICERS
Section 1. President
The President shall be the chairman for Boysville, Inc., and shall act as chairman at all meetings of the Board of Directors and Executive Committee.
The President shall generally do and perform all acts incident to the office of the
President.
Section 2. Vice President & President Elect
The Vice President shall be designated as President Elect. The Vice President shall be the Chairman of the Nominating Committee and a member of the
Development Committee. The Vice President shall be vested with all powers and perform all duties of the President in the absence or disability of the
President. The Vice President shall have such other powers and perform such other duties as the Board of Directors may delegate.
Section 3. Secretary
The Secretary shall give or cause to be given, notice of all meetings of the
Board of Directors and the Executive Committee and all other notices in the manner and form prescribed by these Bylaws. In the absence or refusal of the
Secretary to do so, any person directed by the President may give notice of meetings. The Secretary shall cause to be recorded all proceedings of any meeting of the Board of Directors or the Executive Committee in the records of
Boysville, Inc. The Secretary shall perform such other duties as may be delegated by the President or by the Board of Directors. The Secretary shall
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perform such other duties as may be required by law or authorized by the Board of Directors. The Secretary shall be responsible for the maintenance and safekeeping of all books, reports, statements, certificates and similar corporate records of whatsoever nature.
Section 4. Treasurer
The Treasurer shall exercise the general supervision of the fiscal affairs of the corporation and cause to be kept an accurate account of all funds received and expended. He shall cause to be maintained, under generally accepted accounting principles, such books and records as will show a true record of expenses, assets and liabilities of the corporation and such other records including an audit as provided herein as may be required of him by the Board of
Directors.
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Article VIII
TRUSTEES
Section 1. Membership
(a) Each President and past President of Boysville, Inc., who completed or is currently serving his or her term in good standing on or prior to January 26,
2012, shall be known as a "Trustee of Boysville, Inc."
(b) Each President and past President of Boysville, Inc., who completed or is currently serving his or her term after January 26, 2012, shall be designated as a "Trustee of Boysville, Inc." for three (3) years following the end of his or her term as President. After the three (3) year period following his or her term as
President, each past President will become Trustee Emeritus with rights granted under Article VIII.
(c) With exception of the then current President, a Trustee of Boysville, Inc., shall be a non-elected member of the Board of Directors.
(d) A Trustee of Boysville, Inc., has the right to vote as a member of the Board of Directors.
Section 2. Resignation and Emeritus Status
Any trustee may, in his discretion, resign by written notice to the Board of
Directors. A trustee who shall have elected to resign shall be known as a
Trustee Emeritus. A Trustee Emeritus shall not have voting rights. The status of Trustee Emeritus shall not preclude a subsequent election to the Board of
Directors provided he has received the approval of the Nominating Committee.
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The status of Trustee Emeritus shall not preclude a subsequent election to the
Boysville Foundation.
Section 3. Meetings
The Trustees of Boysville, Inc., may hold meetings as they may determine in support of Boysville, Inc. The current President of Boysville, Inc., shall be the chairman of the Trustees of Boysville, Inc. Any meetings by the Trustees shall be called by its chairman. It shall be mandatory for the chairman to call a meeting within ten (10) days after receipt of a written request by seven (7) of the trustees. Ten (10) trustees present at any meeting shall constitute a quorum.
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Article IX
COMMITTEES
Section 1. Permanent Committees & Membership
(a) There shall be the following five (5) permanent committees: Executive
Committee, Nominating Committee, Development Committee, Building and
Grounds Committee, and Strategic Planning Committee.
(b) Membership on the Executive and Nominating Committees shall only be members of the Board of Directors. Membership of the Development
Committee, Building and Grounds Committee, and Strategic Planning
Committee shall not be limited to the members of the Board of Directors.
(c) Any individual interested in the mission of Boysville, Inc., may participate as members of the Development Committee, Building and Grounds Committee, and Strategic Planning Committee.
(d) Committee members who are not current board members shall be approved by the Nominating Committee.
Section 2. Committee Chairmen
Appointment of the chairman to the permanent committees, with the exception of the Executive Committee and Nominating Committee, shall be made by the
President and all such appointments shall be confirmed by the Board of
Directors. The appointed chairman of any committee may select the members of the committee with the advice of the President and approval of the
Nominating Committee.
Section 3. Special Committees
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Special committees may be appointed by the Board of Directors, President, or
Executive Committee. The Nominating Committee shall approve the members of any special committee who are not current directors.
Section 4. Committee Minutes
Minutes of committee meetings shall be written and furnished to the President.
The President shall furnish a copy to the Executive Director where appropriate.
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Article X
RESPONSIBILITIES OF PERMANENT COMMITTEES
Section 1. Executive Committee
(a) The Executive Committee shall be composed of the officers of Boysville,
Inc., and a minimum of four (4) additional members of the Board of Directors of which at least one (1) of the four (4) shall be a trustee of Boysville, Inc. The
Chief Executive Officer of Boysville, Inc., shall be an ex-officio member of this committee.
(b) The purpose of the Executive Committee shall be to oversee the administration of policies developed by the Board of Directors and provide guidance to any permanent or special committee charged by the Board of
Directors with developing policy.
(c) A written report of the Executive Committee's recommendations or actions shall be given to the Board of Directors at or before its next meeting.
(d) Five (5) members of the Executive Committee present at any meeting shall constitute a quorum for conduct of its business.
(e) The President or any three (3) members of the committee may call for a meeting of the Executive Committee.
Section 2. Nominating Committee
(a) The President shall appoint a Nominating Committee composed of five (5) members of the Board of Directors of which the Vice President/President Elect shall be a member. The Nominating Committee shall nominate the at-large
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directors for election to the Board of Directors who are not members of the
Kiwanis Club of San Antonio or the Optimist Club of San Antonio.
(b) The Nominating Committee shall nominate the officers of Boysville, Inc.
(c) The Vice President/President Elect shall act as chairman of the Nominating
Committee unless he is unable or unwilling to do so; in which event, the
President shall appoint its chairman.
(d) The Nominating Committee may periodically report to the Board of
Directors at its regular meetings. It shall submit the names of nominees for election of the at-large directors and officers.
(e) No person shall be considered for election to director, officer or committee member unless approved by the Nominating Committee.
(f) Any member of the Board of Directors may submit to the Nominating
Committee the names of persons to be considered for election as director or officer of Boysville, Inc.
(g) The Nominating Committee shall consider an individual's prior committee membership and service in its approval for nomination as a member of the
Board of Directors.
(h) In its nominations for the Board of Directors, the Nominating Committee
– recognizing the value of experience gained through prior service as directors and officers of the organization – shall consider the effectiveness and growth in leadership skills acquired by prospective nominees through prior service as members of the Board and as officers of the Board of Directors.
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Section 3. Development Committee
(a) It shall be the responsibility of the Development Committee to create programs, subject to the approval of the Board of Directors, for raising the funding necessary to support and operate the Corporation.
(b) The President shall appoint an officer to serve on the Development
Committee.
Section 4. Building & Grounds Committee
It shall be the responsibility of the Building and Grounds Committee to meet with the Director of Physical Plant annually to make a regular survey and assessment of Boysville facilities. The Building and Grounds Committee shall report the findings of this meeting to the Board.
Section 5. Strategic Planning Committee
It shall be the responsibility of the Strategic Planning Committee to create and maintain a Strategic Plan for approval by the Board of Directors to guide the future direction of Boysville.
.
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Article XI
OPERATING DEBT, PURCHASE, SALE OR MORTGAGE OF
REAL ESTATE & LONG-TERM DEBT
Section 1. Operating Debt
Any operating debt of the corporation shall be approved by the Board of
Directors.
Section 2. Purchase, Sale or Mortgage of Real Estate and Long-Term Debt
The purchase, sale or mortgage of real estate, and the creation of long-term debt shall not be authorized unless approved by two-thirds (2/3) vote of the
Board of Directors.
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Article XII
NOTICES
Section 1. General Notice
All notices required to be given by these Bylaws shall be in writing and given by mail or electronic transmission; e.g., fax, email, etc. Notice of any regular meeting of the Board of Directors or Executive Committee must be given no later than ten (10) days prior to the meeting. Notice of any special meeting of the Board of Directors or Executive Committee may be given no later than five
(5) days prior to the meeting. Notice shall include the date, time, and place of the meeting. Notice of special meetings shall include a general description of the action or actions to be taken at the meeting. Any person entitled to receive notice may waive notice in writing. Any waiver of notice shall be placed in the minutes and records of the corporation.
Section 2. Specific Notice
Specific notice shall be given on any matters to be voted on as provided in
Article XI relating to operating and long-term debt or the purchase, sale or mortgage of real estate.
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Article XIII
MISCELLANEOUS
Section 1. Usage of Gender, Singular & Plural
As used in these Bylaws, words in the singular tense shall be construed to include the plural, and vice versa and words of any gender shall be construed to include all genders.
Section 2. Corporate Funds
The funds of the corporation shall be kept in the name of the corporation in such insured accounts and financial institutions as may be authorized by the
Board of Directors.
Section 3. Fiscal Year
The fiscal year of the corporation shall be July 1st to June 30th, or as may be determined by the Board of Directors.
Section 4. Independent Audit
The Board of Directors shall have performed an annual independent audit of the organization in accordance with generally accepted auditing and accounting standards.
Section 5. Removal
Any member of the Board of Directors, Trustee of Boysville, Inc., Trustee
Emeritus, committee members, or volunteers of Boysville, Inc., may be removed from his position as may be determined by the Board of Directors.
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Article XIV
AMENDMENT
Section 1. Procedure
These Bylaws may be amended, changed or altered in the following manner:
(a) All proposed amendments, changes, or alterations shall be given to the
Secretary of the Corporation who shall forward to each member of the Board of
Directors a copy of the amendment, change, or alteration, together with the date of the regular meeting fixed for the final consideration of such amendment, change, or alteration.
(b) So long as the Kiwanis Club of San Antonio, Texas, and the Optimist Club of San Antonio, Texas, are sponsoring this organization as one of their principal projects any proposed amendment to Article III, Section 2 (a) relating to the number of members of the Board of Directors appointed by the clubs shall be subject to their approval. It shall be the duty of the Secretary of the Corporation to provide both clubs with a copy of the proposed amendment as provided herein. The Secretary shall secure the written approval of the clubs.
(c) Any amendment, change or alteration shall become effective on approval by two-thirds (2/3) vote of the membership of the Board of Directors of Boysville,
Inc., subject to Section 1 (b) of this article, if applicable.
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Article XV
BOYSVILLE FOUNDATION
Section 1. Definition
The Boysville Foundation is an independent, irrevocable trust established for charitable and educational purposes for the children of Boysville, Inc. The
Boysville Foundation is a separate legal entity governed by its own board of trustees. The selection of trustees is set forth in the trust indenture for the
Boysville Foundation.
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