BBQ4Vets 1st Corporate Bylaws
1st Bylaws of
A TEXAS NON-PROFIT CORPORATION
Texas Secretary of State file # 803281941 approved 4/3/2019
FEDERAL EIN: 83-4043801 issued 3/20/2019
DEFINITION OF TERMS
(a) “Corporation” shall mean BBQ4Vets, its successors and assigns
(b) “Board” shall mean the Board of Directors of the Corporation.
“Chapter” shall mean any individual, entity or organization that is licensed to assist in the fulfillment of the Corporation’s primary mission and that is subject to these Bylaws and separate Licensing Agreement
“Donor” shall mean an individual which provides cash or cash-in-kind contributions in support of the Corporation’s mission
“Sponsor” shall be an entity (other than a Donor) which provides cash or cash-in-kind contributions in trade for self-promotion in support of the Corporation’s mission
“Contribution” shall mean cash or cash-in-kind given to the Corporation in support of the Corporation’s primary mission.
PURPOSES, MISSION, GOVERNING INSTRUMENTS AND PRINCIPLES
Section 2.01 Charitable Powers. The purposes of the Corporation, as set forth in the Articles of Incorporation and these Bylaws, are exclusively charitable within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future Federal tax law.
Section 2.02 Distribution of Net Earnings/Operating Surplus No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Bylaws.
Section 2.03 Activities of the Corporation No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
In furtherance of such purposes, the Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes and missions, as set forth in the Articles of Incorporation and these Bylaws.
Section 2.04 Purpose and Mission of the Corporation
The primary mission of the Corporation, which is governed by a strict Non-Discrimination policy (Article 2, Section 2.06) and Code of Conduct Ethics Policy (Article 5, Section 5.04(a)) is to:
Prepare and serve traditional craft BBQ each Memorial Day and Veteran’s Day to Veteran’s at local Veterans of Foreign Wars (VFW) Halls, American Legion Posts, Veterans admitted to Veterans Administration (VA) Hospitals, Veterans that have been admitted to Nursing Homes, and Veterans home-bound in their respective local communities and that are unable to receive a meal at the traditional Veteran service and support organizations referenced above.
Ancillary and complementary mission(s) of the Corporation include:
Promote the sense of community derived through volunteer efforts via Affiliates that fulfill the Corporation’s primary mission
Through education and edification provided in the fulfillment of the Corporation’s primary mission, preserve and promote the art of traditional craft BBQ prepared using age-proven techniques of cooking food low and slow over indirect heat using natural hardwoods as fuel
All efforts, actions, decisions, and expenditures of the Corporation shall be singularly in support of the Corporation’s primary mission and the primary mission is tantamount to all others. At no time shall Contributions be expended in the support of the secondary mission(s) of the Corporation as they are ancillary and should be a bi-product of the primary mission when fulfilled per the vision of the Corporation’s formation documents.
Section 2.05 Geographic charter The Board is charted to fulfill its mission(s) in Montgomery County, Texas and contiguous counties. Expansion beyond these specific Counties may only be undertaken with a majority consent of the Board after due consideration of the benefits of doing so, including appropriate verification, background checks, and Bonding of the prospective Affiliate(s) and also to ensure the Corporation can fulfill its mission while also conforming to State, County and City laws, regulations and ordinances that may govern fulfillment in additional geographical areas.
Section 2.06 Governing Instruments. The Corporation and its Affiliates shall be governed by its Articles of Incorporation, these Bylaws and the relevant laws and regulations of the respective State, County and City in which it fulfills its mission.
Section 2.07 Non-discrimination Policy. The Corporation does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, Donors, Sponsors, hiring and firing of staff, selection of volunteers and vendors, and fulfillment of its mission.
The above section is all encompassing and empowers the Board to apply the language under a zero-tolerance policy and to act swiftly and in the Corporation’s best interest should there be any violations of this Section.
The Corporation shall also publish a Non-Discrimination Policy.
Section 2.08 Limitations on Activities. No part of the activities of the Corporation shall consist of participating in, or intervening in, any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future federal tax law.
Section 2.09 Members. The Corporation shall have no members who have a right to vote or that hold title or interest in the Corporation or its properties or charitable interests.
Donors, however, may be referred to as “members” of their local Affiliate Chapter to appropriately differentiate a Donor from a non-donating volunteer.
CHAPTERS & LICENSING
Section 3.01 Chapters shall be licensed to assist in fulfillment of the Corporation’s mission and will be charged with cooking BBQ for ultimate serving to Veterans. Affiliates can be individuals or entities. The senior individual of the Affiliate shall be referred to a Chapter Captain. The term Affiliate and Chapter Captain may therefore be used interchangeably as appropriate but shall herein be referred to generically as Affiliates.
Section 3.02 Chapters shall be subject to all terms of these Bylaws and the terms of the Licensing Agreement
Section 3.04 Chapters, under the oversight and assistance of the Corporation’s management and the Board, shall be accountable for the fulfillment of the Corporation’s mission in the local community in which the Chapter is located.
Section 3.04 Chapter shall at no time, under any circumstance, be allowed to accept cash Contributions on behalf of the Corporation. Violation, with verifiable documentation, of this Section is grounds for immediate termination of the Chapter at the discretion of the Corporation’s Management with no vote of the Board required. Variance from this standard can only be made by the Corporation’s Executive Director.
Section 3.05 The Board is hereby charged with the responsibility of approving Chapters and for ensuring that a Chapter's role in the fulfillment effort is appropriately managed and that there is full accountability and recourse against the Chapter in the event the Chapter fails to perform to expectations dictated in the License Agreement.
DONORS, CONTRIBUTIONS, SPONSORSHIP AND FUNDRAISING
Section 4.01 Donor and Contributions The Corporation and its Affiliates are free to solicit, recruit, and extend an opportunity to make Contributions and develop sponsorships in support of the Corporation’s mission(s) to any individual or entity as long as it does not, under any circumstance nor for or any reason, violate the terms of Article 2, Section 2.06 and conducts their efforts consistent with Article 5, Section 5.04(a).
No cash Contributions will be accepted at any time with the exception at the sanctioned fundraising events listed in Section 4.04 below. Any cash received must be reported to the Corporation within 24 hours of receipt either via email or via the Corporation’s on-line Donor Relationship Management System and remitted to the Corporation within 48 hours of receipt detailing the purpose of the cash received and the Donor/Sponsor name, address, and telephone number. All other Contributions must be made electronically via the Corporation’s website. Contributions generated from a sanctioned fundraising event must also be collected through the Corporation’s website. All website transactions must be guaranteed secure and governed by a Board-approved policy concerning terms, conditions, and privacy concerning the Corporation’s website.
Section 4.02 Donor classes. The Board shall have exclusive right, by majority vote of the Board, to define Donor classes and the required minimum donation for those Donor classes.
The Corporation Board of Directors shall define all donor classes and those classes shall be published on the Corporation's website for review by prospective donors.
Section 4.03 Sponsorship The Board shall have exclusive right, by majority vote of the Board, to define Sponsor classes and the minimum Contribution to secure those Sponsor classes. Sponsor classes shall be published on the Corporation's website for review by prospective donors.
Sponsorship by any business entity shall be solicited according to the following sponsor classes and the minimum Contribution for those sponsor classes:
Section 4.04 Fundraising events The Board shall have the exclusive right to sanction fundraising events and determine the time, place, frequency, and nature of all fundraising events all of which must further the fulfillment of the Corporation’s primary mission. The Board also shares full responsibility with Corporation Management to ensure all fundraising efforts conform to State, County and City laws, regulations and ordinances.
All fundraising events conducted, and Contributions received, must singularly fulfill the Corporation’s mission.
The Board shall define and sanction a minimum of eleven (11) themed-based monthly fundraising events, with Chapter resources dedicated to participation in and the success of, the Corporation’s semi-annual BBQ4Vets Main Event(s). Sanctioned events shall be published on the Corporation's website.
In addition to sanctioned fundraising events, the Board and Affiliates shall also have the right to solicit grants and private Contributions from any organization and/or Foundation it deems appropriate and complementary to the Corporation’s mission.
Affiliates that solicit and secure grants and/or private Contributions must refer those opportunities to the Corporation for further development. 100% of all proceeds received from grants and/or private Contributions are the property of the Corporation and must be used to fulfill the Corporation’s primary mission.
Section 4.05 Fundraising via proprietary product sales The Board shall be vested with the authority, via majority vote of the Board, to market and sell products to the general public to generate Contributions in support of the Corporation’s mission. Such products must be substantially related to the fulfillment of the Corporation’s mission and may include items such as logo-ed clothing, cups, hats, cookbooks, etc., as well as any other product or service deemed appropriate to ensure the successful fulfillment of the Corporation’s mission and that drive future Contributions. The Corporation is specifically precluded from marketing and selling items that are not substantially related to the fulfillment of its primary mission.
The Board is vested with the authority to compensate Affiliates, Management and Staff for sales of such items as long as such compensation is reasonable under IRS Guidelines. If compensation is in return for intellectual property provided to the Corporation, a separate, Board-approved compensation agreement must govern that compensation and that intellectual property must be disclosed to donors and sponsors.
All net proceeds from such product sales must be used to fulfill the Corporation’s mission, including covering administrative and overhead costs.
The Board is charged with the responsibility to ensure that such product sales do not violate IRS standards related to Unrelated Business Income (commonly referred to as U.B.I.T.) and that the product(s) sold do not fall within the exclusions of IRS Code Section 513(a) and standards promulgated in Publication 598.
Section 4.06 Donor and Sponsor participation rights. All Donors and Sponsors shall have equal right(s) to volunteer and participate in all sanctioned fundraising activities. Expanded Donor/Sponsor participation that is commensurate with Contributions may be negotiated and will be determined by agreement between Donor/Sponsor, local Affiliate and the Corporation prior to the fundraising event. At no time shall the Board or Corporation require volunteerism or participation in return for a Contribution.
The Board of Directors shall also establish a Donor Bill of Rights and a Donation Refund Policy.
Section 4.07 Deployment of Contributions The Board is vested with the authority to determine the most appropriate deployment of Contributions to fulfill the Corporation’s mission. At time of formation, the Board shall commit a minimum of 84% of all Contributions to mission fulfillment and fundraising programs and a maximum of 16% to administrative overhead, including executive and staff compensation as reported on IRS Form 990, Part I, line 12:
The Board must adhere to the above spending authority and shall critically review this spending authority quarterly for appropriateness and may modify this authority as deemed necessary to fulfill the Corporation’s primary mission with a majority vote of the Board and only after critical review and analysis of every element of program fulfillment.
Section 5.01 Annual Meeting. A meeting of the Board of Directors shall be held annually at such place, on such date and at such time as may be fixed by the Board, for the purpose of electing Directors, receiving annual reports of the Board and Officers, and for the transaction of such other business as may be brought before the meeting. For purposes of this Section, a teleconference call on such date and at such time as may be fixed by the Board, shall suffice in place of a face to face meeting.
Section 5.02 Number. The number of Directors constituting the entire Board shall be fixed by the Board, but such number shall not be less than three (3). An increase in the number of Directors must be approved by majority vote of the then current Board.
Section 5.03 Election and Term of Office. The initial Directors of the Corporation shall be those persons specified in the Certificate of Incorporation of the Corporation. Each Director shall hold office until the next annual meeting of the Board or until such Director’s successor has been elected and qualified, or until his or her death, resignation or removal.
Section 5.04 Powers and Duties. Subject to the provisions of law, of the Certificate of Incorporation and of these By-Laws, but in furtherance and not in limitation of any rights and powers thereby conferred, the Board shall have the control and management of the affairs and operations of the Corporation and shall exercise all the powers that may be exercised by the Corporation
Section 5.05 Authority to determine Executive compensation The Board is vested with the authority to determine Executive compensation at reasonable levels according to IRS guidelines, including a three-step procedure resulting in a rebuttable presumption of reasonableness.
Section 5.06 Code of Conduct Each Director and Affiliate entity is subject to the following Code of Conduct in the execution of their duties to further transparency, assure Donors and Sponsors of the Board of Director’s commitment and adherence to integrity in their practices, and to provide a framework for ethical standards regarding their actions.
Act with civility at all-times and respect, in any and all communication related to Corporation matters.
Demonstrate and model mutual respect among and between each other, donors/volunteers, staff and Chapter Captains
Strive at all-times to serve the best interests of the Corporation regardless of individual personal interests.
Support duly adopted Board decisions and Board agreements, even if the Board member was in the minority regarding actions that may not have obtained unanimous consent. Should new and relevant information become available that may bear on the original decision, the member will work respectfully within established procedures and processes to request reconsideration.
Act within the boundaries of our authority as defined by law and the governing documents of the Corporation
Perform duties without bias for or against any individual or group of members
Maintain the confidentiality of all legal, contractual, financial, and proprietary, personnel, and management matters involving the Corporation, as well as confidentiality of any personal information about members of the Corporation (and their families).
Provide opportunities for all Donors, Sponsors, Staff, Management and Chapter Captains to comment on significant decisions facing the Corporation
Disclose personal or professional relationships with any company or individual who has or is seeking a business relationship with the Corporation
Board members should not:
Advocate or support any action or activity that violates a law or regulatory requirement.
Reveal confidential information provided by any Director or member
Make unauthorized promises to a Donor, Sponsor, Chapter Captain or bidder
Use positions or decision-making authority for personal gain or to seek advantage
Spend or commit to spend Corporation funds that are not authorized by the Board as a whole, nor for one’s own personal use or benefit.
Seek preferential treatment by the Board for any reason regarding any decision or action under consideration by the Board
Accept a gift or favor from any Donor, Sponsor or vendor that is given with the intent of influencing the Board member’s decision or action on any matter. A Board member shall disclose to the full Board any gift or favor bestowed on a Board member by a Donor, Sponsor or Chapter Captain.
Misrepresent known facts in any issue involving Corporation business
Reveal to any member or other third party the discussions, decisions, and comments made at any meeting of the Board properly closed or held in executive session or divulge personal information about any member that was obtained in the performance of Board duties.
Make personal attacks - in person, in writing, or incite via social media - against colleagues, Donor, Sponsors, Chapter Captains or Corporation vendors.
Harass, threaten, bully, or attempt through any means to control or instill fear in any Board Member, staff, Executive, Donor/Sponsor or Chapter Captain
Participate in or instigate any activity that could defame the integrity or reputation of the Corporation.
Acceptance of, and compliance with, this Code of Conduct is a condition for service as a Board Member, Director, staff member, or Chapter Captain.
\Sanctions and enforcement of the Code of Conduct
If a quorum of the Board determines that a Board Member, Director, staff member or Chapter Captain has violated any provision of this Code of Ethics/Code of Conduct, upon consideration of the facts, the Board may impose the following sanctions:
Censure: The Board may publicly censure the individual by resolution of the Board. The Director under censure will be given the opportunity to state their position to the entire Board via an open meeting prior to vote on censure.
Removal from Office: If a Director also serves as an Officer such Director may be removed from office in accordance with Article 5, Section 5.13 of the these bylaws.
If the factual circumstances warrant such action, the Board of Directors may seek appropriate legal remedies against a Director or Chapter Captain for violations of this Code of Ethics/Code of Conduct.
Section 5.07 Additional Meetings. Regular meetings of the Board may be held at such times as the Board may from time to time determine. Special meetings of the Board may also be called at any time by the President or by a majority of the Directors then in office.
Section 5.08 Notice of Meetings. No notice need be given of any annual or regular meeting of the Board. Notice of a special meeting of the Board shall be given by service upon each Director in person or by emailing the same to him at his or her latest email address on file at least two business days (Saturdays, Sundays and legal holidays not being considered business days for the purpose of these By-Laws) if given in person, or at least four business days, if given by mailing the same, before the date. Each Director is responsible for maintaining an active email address and making it available to the Corporate administrative office and fellow Directors. Failure to do is an automatic waiver of notice.
Section 5.09 Waiver of Notice Whenever all of the Directors shall have waived notice of any meeting either before or after such meeting, such meeting shall be valid for all purposes. A Director who shall be present at any meeting and who shall not have protested, prior to the meeting or at its commencement, the lack of notice to him, shall be deemed to have waived notice of such meeting. In any case, any acts or proceedings taken at a Directors’ meeting not validly called or constituted may be made valid and fully effective by ratification at a subsequent Directors’ meeting that is legally and validly called. Except as otherwise provided herein, notice of any Directors’ meeting or any waiver thereof need not state the purpose of the meeting, and, at any Directors’ meeting duly held as provided in these By-Laws, any business within the legal province and authority of the Board may be transacted.
Section 5.10 Quorum. At any meeting of the Board, a majority of the Directors then in office shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a majority of the Directors present may adjourn the meeting from time to time to another time and place, without notice other than notice at such meeting, until a quorum shall be present.
Section 5.11 Voting. At all meetings of the Board, each Board Member shall have one vote. In the event that there is a tie in any vote, the Chairman shall have an additional vote to be the tie-breaker.
Section 5.12 Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or any such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or any such committee shall be filed with the minutes of the proceedings of the Board or such committee.
Section 5.13 Removal. Any Board Member may be removed for cause by vote of the Board provided there is a quorum of not less than a majority present at the meeting at which such action is taken. The decision to remove the Director will be based primarily, but not solely, on the Board Member’s adherence, or lack thereof, to the Board of Director’s Code of Conduct.
Section 5.14 Resignation. Any Board Member may resign from office at any time by delivering a resignation in writing to the Board of Directors via electronic correspondence or delivery from the US Postal Service or some other recognized mail-delivery authority, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.
Section 5.15 Vacancies. Any newly created directorships and any vacancy occurring on the Board arising at any time and from any cause may be filled by the vote of a majority of the Directors then in office at any Directors’ meeting. A Director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor.
Section 5.16 Committee. The Board, by resolution adopted by a majority of the entire Board, may designate from among the Board Members an executive committee and other standing committees, each consisting of one (1) or more Board Members, to serve at the pleasure of the Board, and each of which, to the extent provided in such resolution, shall have the authority of the Board and be subject to the same Code of Conduct as the Board. The Board may designate one or more Board Members as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
Section 5.17 Participation by Telephone. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 6.01 Election and Qualifications; Term of Office. The Officers of the Corporation shall be a President, a Secretary, a Treasurer, and a Vice-President. The Officers shall be elected by the Board at the annual meeting of the Board and each Officer shall hold office for a term of one year and until such Officer’s successor has been elected or appointed and qualified, unless such Officer shall have resigned or shall have been removed as provided in this Article.
The same person may hold more than one office, except that the same person may not be both President and Secretary. The Board may appoint such other Officers as may be deemed desirable, including one or more Vice-Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. Such Officers shall serve for such period as the Board may designate.
Section 6.02 Vacancies. Any vacancy occurring in any office, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board at their discretion within 30 days of the vacancy event.
Section 6.03 Powers and Duties of the President. The President shall be the Chief Executive Officer of the Corporation. The President shall from time to time make such reports of the affairs and operations of the Corporation as the Board may direct and shall preside at all meetings of the Board. The President shall have such other powers and shall perform such other duties as may from time to time be assigned to the President by the Board.
Section 6.04 Powers and Duties of the Vice-Presidents. Each of the Vice-Presidents, if any, shall have such powers and shall perform such duties as may from time to time be assigned to such Vice President by the Board.
Section 6.05 Powers and Duties of the Secretary. The Secretary shall record and keep the minutes of all meetings of the Board. The Secretary shall be the custodian of, and shall make or cause to be made the proper entries in, the minute book of the Corporation and such books and records as the Board may direct. The Secretary shall be the custodian of the seal of the Corporation and shall affix such seal to such contracts, instruments and other documents as the Board or any committee thereof may direct. The Secretary shall have such other powers and shall perform such other duties as may from time to time be assigned to the Secretary by the Board.
Section 6.06 Powers and Duties of the Treasurer. The Treasurer shall be the custodian of all funds and securities of the Corporation. Whenever so directed by the Board, the Treasurer shall render a statement of the cash and other accounts of the Corporation, and the Treasurer shall cause to be entered regularly in the books and records of the Corporation to be kept for such purpose full and accurate accounts of the Corporation’s receipts and disbursements. The Treasurer shall at all reasonable times exhibit the books and accounts to any Director upon application at the principal office of the Corporation during business hours. The Treasurer shall have such other powers and shall perform such other duties as may from time to time be assigned to the Treasurer by the Board.
Section 6.07 Delegation. In case of the absence of any Officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may at any time and from time to time delegate all or any part of the powers or duties of any Officer to any other Officer or to any Director or Directors.
Section 6.08 Removal. Any Officer may be removed from office at any time, with or without cause, by a vote of a majority of the Directors then in office at any meeting of the Board.
Section 6.09 Resignation. Any Officer may resign his or her office at any time, such resignation to be made in writing and to take effect immediately without acceptance by the Corporation.
BANK ACCOUNTS, CASH MANAGEMENT, CHECKS, CONTRACTS AND INVESTMENTS
Section 7.01 Bank Accounts, Checks and Notes. The Board is authorized to select the banks or depositories it deems necessary and proper for good stewardship of the funds of the Corporation. This authorization includes the use of Virtual Banking as deemed appropriate and necessary.
The Board shall determine who from time to time shall be authorized on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness.
Under no circumstance shall the Board vest unilateral authority for spending in excess of $10,000 in any one individual, Manager or Director.
Under no circumstance shall the Board authorize, even temporarily, a Chapter Captain to execute banking transactions on behalf of the Corporation nor shall the Board open and/or maintain bank accounts at branches in a Chapter’s location.
Section 7.02 Cash management. Consistent with Article 4, Section 4.01, no cash Contributions will be accepted at any time with the exception at the sanctioned fundraising events listed in Section 4.04 below. Any cash received must be reported to Corporation within 24 hours of receipt and remitted to the Corporation within 48 hours of receipt detailing the purpose of the cash received and the Donor/Sponsor name, address, and telephone number. The Corporation will also not maintain a petty cash account. With the exception of the language in this section, only electronic transactions are allowed in the fulfillment of the Corporation’s mission(s) to ensure both proper internal control(s) but to also ensure there is an available electronic audit trail of all transactions.
Section 7.03 Contracts. The Board may authorize any Officer or Officers, agent or agents, in addition to those specified in these By-Laws, 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. Unless so authorized by the Board, no Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount. No contract entered into may contain a penalty, financial or otherwise, for cancellation or early termination.
Section 7.04 Investment of Corporation funds. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time only in Certificates of Deposits issued by an FDIC-insured bank and/or Government securities the principal of which is guaranteed by the U.S. Government. Preservation of principal and liquidity shall remain tantamount in all investment decisions made by the Board.
The Board is also authorized, via majority vote of the Board, to make investments in capital assets deemed necessary to fulfill the Corporation’s mission, including the purchase of real property if deemed appropriate and in the best interest of the Corporation.
TRANSPARENCY, FINANCIAL REPORTING, TRANSPARENCY, AND PUBLIC DISCLOSURE
Section 8.01 Stewardship The Board is charged in these Bylaws to be professional and responsible stewards of the Contributions under the Corporation’s 501.c.3 designation and to oversee the Corporation with the highest possible standard of ethics and fiduciary responsibility to the Corporation.
Section 8.02 Accounting period The Board shall adopt a calendar year period for operating and accounting purposes and for State and Federal tax purposes, if applicable.
Section 8.03 Annual Audit The Board shall order an annual audit by an independent Accounting firm of the Corporation’s books and records to be completed within ninety (90) days after the end of the Corporation’s fiscal year.
Section 8.04 Public disclosure(s) The Board is required to adhere to the following financial reporting, financial transparency and public reporting practices:
The following governing documents, financial reports and documents of authority must be posted on the Corporation’s website at all times for public review:
Articles of Incorporation/Certificate of Formation
Bylaws of the Corporation, including amendments if applicable
501.c.3 determination letter
State-specific approvals of all Foreign Corporations (if applicable)
Annual Form 990 of the most recent year and all years prior
Audited Financial Statements of the most recent year and all years prior
Minutes of Quarterly Board Meetings
The Code of Conduct Policy
Communications Policy (including Social Media policy)
Terms, Conditions and Privacy Statement
Section 9.01 Indemnity Under Law The Corporation shall fully indemnify each person in need of indemnification to the full extent permitted by law.
Section 9.02 Additional Indemnification
The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
The Corporation is released from this indemnification if the person should commit an act of negligence, as defined by the State of Texas, in the conduct of their duties.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
The Corporation is authorized to secure a Director’s and Officer’s Liability insurance policy in the amount of $1,000,000 with each Director as a named insured, within 30 days of the Director’s election or appointment to office.
Section 9.03 Limitation. No amendment, modification or rescission of this Article shall be effective to limit any person’s right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment or rescission is adopted.
The Corporation may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the Board that is consistent with the Certificate of Incorporation, State and Federal laws.
Specifically, and upon dissolution, no part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation services rendered and to make payments and distributions in furtherance of the terminating the purposes and missions set forth in these Bylaws.
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
AMENDMENTS AND REVISIONS
Amendments and revisions to these Bylaws, to the extent allowed by these Bylaws, governing documents, and/or governing IRS Statute or any other State of Federal law, must be approved by a majority vote of the Board of Directors at a meeting of the Board called for that specific purpose, and only after extensive contemplation and analysis the impact of the amendment and/or revision will have on the fulfillment of the corporation’s mission and purpose.
In the case of any conflict between the Certificate of Incorporation of the Corporation and these By-Laws, the Certificate of Incorporation or appropriate Certificate of Formation of the Corporation shall control.
ADOPTION BY BOARD OF DIRECTORS
These Bylaws are hereby adopted at a special meeting called by the Board of Directors, and held via teleconference, of the Board of Directors of the Corporation on this ______ day of __________, 2019 at ____ PM CST, during which all Directors verbally vested Director Michael Tinberg with limited Power of Attorney to execute these Bylaws on their behalf, indicating their approval and acceptance of the terms herein.
__________________________ ___________________________ ___________________
Michael Tinberg Craig DeWitt Michelle Priefer
Director Director Director
Are you business savvy?
Monetize your passion for BBQ by licensing a BBQ4Vets Chapter in your local community!
Chapter Licensees earn good money while doing what they love all while serving craft BBQ to deserving Veterans.
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BBQ4Vets is not only a rewarding charity but being involved also enhances your lifestyle.
Whether you join your local Chapter as a BBQ Enthusiast or Charter Member supporting the mission, you will be presented with opportunities to spend time with friends, neighbors and new faces throughout your local community.