AUSTIN BLACK PHYSICIANS ASSOCIATION
NAME and PURPOSE
The name of this organization shall be Austin Black Physicians Association, Inc. (the “Corporation” or the “Association”).
The Corporation is organized exclusively for medical-related charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). In furtherance of the foregoing purposes, the Corporation shall be administered solely for the benefit of and in support of the health of the Black community through a Black health network and to facilitate more diversity in the health profession. The Corporation’s purposes may include, so long as consistent with Sections 501(c)(3) and 170(c)(2) of the Code, supporting, promoting and encouraging activities for the furtherance of health and education of the Black Community through the sponsorship and encouragement of medical education, research, publications, institutes, forums, and the establishment of scholarships; the institution and maintenance of community health facilities for the indigent or working poor and the acceptance of aid and grants from governmental and private resources. The Corporation shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Code; no part of its net earnings shall inure to the benefit of any private member, director or individual; no part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. No part of its activities shall be the prosecution of grievance or grievances against individuals licensed by the Texas Medical Board or other physicians.
2.1 Regular Members
Any person over the age of eighteen (18) years of age, who is a resident of the State of Texas, and who is duly licensed under Subtitle B, Title 3, Texas Occupations Code to practice medicine in the State of Texas, shall be eligible to become a regular Member in the Corporation upon payment of dues prescribed by these Bylaws. Regular Members hall have the right to nominate qualified candidates to serve as Officers and Directors of the Corporation and to vote in any election of Officers and Directors of the Corporation as set forth in Article IV.
2.2 Associate Members
Any medical student of a medical school accredited by the Association of American Colleges shall be eligible to become an Associate Member upon the payment of dues as prescribed by the Bylaws. Associate Members hall not have the right to vote or to hold office except as otherwise set-out within these Bylaws.
2.3 Application for Membership
Application for membership in the Corporation shall be in such form and manner as prescribed by the Board of Directors (the “Board”) and shall be accompanied by the full amount of dues prescribed by these Bylaws.
Annual dues for Regular, Affiliate, or Associate Members shall be determined by a majority vote of the Board from time to time.
2.5 Annual Meeting
The annual meeting of the members will be held at such time and place as designated by the Board (as hereinafter defined). No personal notice of the annual meeting shall be required; however, the Board may provide notice by publication in any newspaper of general circulation in Austin, Texas. The failure to hold an annual meeting timely shall in no way affect the terms of Officers or Directors of the Corporation or the validity of actions of the Corporation.
2.6 Quorum and Voting
At all the meetings of the membership, the voting Members present shall constitute a quorum for the transaction of business. At all the meetings of the membership, voting shall be by majority vote of the voting Members present, except as otherwise provided by these Bylaws.
BOARD OF DIRECTORS
3.1 General Powers
The direction and management of the affairs of the Corporation and the control and disposition of its properties and funds shall be vested in a Board of Directors (the “Board”), and subject to the restrictions imposed by law, the Articles of Incorporation, and these Bylaws, the Board shall exercise all of the powers of the Corporation.
The number of Directors shall be the number of Directors elected from time to time in accordance with these Bylaws, but shall never be less than three (3) and no more than twenty-one (21), not including
ex officio members (all references to directors in these Bylaws shall refer to voting directors unless otherwise indicated).
Ex Officio members shall meet with the Board but shall have no vote. Each director (except the ex officio members, who may be appointed by the Board from time to time) shall be a member in good standing of the Association and shall remain a member in good standing of the Association during his or her tenure as a director. Founding board members are exempt from the membership rule (Section 2.1).
Regular meetings of the Board shall be held at such times and places as the President shall direct by reasonable notice to the Board. The Board should establish a regular time and place for Board meetings so that Members of the Corporation may attend. Special meetings of the Board shall be held whenever called by the president of the Corporation or upon the written or electronic request of any three (3) Members of the Board, and the secretary or administrator shall give sufficient notice of such meetings personally, by mail, electronically, or by telephone to enable the Board Members so notified to attend such meetings. Board Members seeking to place on the agenda matters that require a vote of the Board shall notify the president at least one (1) day before the meeting during which the matter will be put to a vote unless a majority of the Board votes to delay it.
3.4 Telephone Meetings
Directors may participate in meetings of the Board by means of a conference telephone or similar communications equipment by which all persons participating can hear each other at the same time, and participation by such means shall constitute presence in person at such a meeting.
3.5 Quorum and Voting
A majority of Directors in office shall constitute a quorum for the transaction of business. The vote of a majority of Directors present at a meeting at which a quorum is present shall constitute the action of the Board. If less than a quorum is present, then a majority of those Directors present may adjourn the meeting from time to time without notice until a quorum is present.
Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors even though it is less than a quorum of the Board, unless otherwise provided by law or the Articles of Incorporation. A Trustee elected to fill a vacancy shall hold office only until the next election of Directors by the Members. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting of Members or a special meeting of Members called for that purpose.
3.7 Membership Meetings
It is the duty of each officer and director to attend regular and special meetings of the membership.
The officers of the Corporation shall be a President, Vice President, Secretary and Treasurer, and such other officers as may be determined and selected by the Board. The Board shall elect each officer. If the election of officers takes place at a meeting of the Board, it shall be by secret ballot. Any two (2) or more offices may be held by the same person. A failure to elect a President, Secretary, or Treasurer shall not affect the existence of the Corporation.
The officers of the Corporation shall be elected for terms of two years or until their successors are elected and qualified. The term of office of an officer shall be that period commencing with his or her date of election and ending with the date of the second annual meeting.
The principal duties of the several officers are as follows:
(a) President. The individual holding the office of President of the Corporation shall, by virtue of and for so long as he or she holds such office in the Corporation, fill the office of Chair of the Board and preside at all meetings of the Board. The President shall be the chief executive officer of the Corporation, and subject to the control of the Board, shall have general charge and supervision of the administration of the affairs and business of the Corporation. The President shall see that all orders and resolutions of the Board are carried into effect. With the approval of the Board, the President shall sign and execute all legal documents and instruments in the name of the Corporation and shall perform such other duties as may be assigned from time to time by the Board. The President shall submit to the Board plans and suggestions for the work of the Corporation, shall direct its general correspondence and shall present recommendations in each case to the Board for decision. The President shall also submit a report of the activities and business affairs of the Corporation at each annual meeting of the Board and at other times when called upon to do so by the Board.
(b) Vice President. The Vice President shall discharge the duties of the President in the event of absence or disability of the President for any cause whatsoever and shall perform such additional duties as may be prescribed from time to time by the Board.
(c) Treasurer. The Treasurer shall keep account of all monies, credits and property of the Corporation which shall come into his or her hands and keep an accurate account of all moneys received and discharged. Except as otherwise ordered by the Board, the Treasurer shall have the custody of all the funds and securities of the Corporation and shall deposit the same in such banks or depositories as the Board shall designate. The Treasurer shall keep proper books of account and other books showing at all times the amount of the funds and other property belonging to the Corporation, all of which books shall be open at all times to the inspection of the Board. The Treasurer shall also submit a report of the accounts and financial condition of the Corporation at each annual meeting of the Board. The Treasurer shall, under the direction of the Board, disburse all moneys and sign all checks and other instruments drawn on or payable out of the funds of the Corporation, which checks, however, may also be required by the Board to be signed by the President, Vice President or Secretary, or by such member of the Board as the Board shall designate. The Treasurer shall also make such transfers and alterations in the securities of the Corporation as may be ordered by the Board. In general, the Treasurer shall perform all duties incident to the office of the Treasurer, subject to the approval of the Board, and shall perform such additional duties as may be prescribed from time to time by the Board. The Treasurer shall give bond only if required by the Board. In case of absence or disability of the Treasurer, the President may appoint an assistant treasurer to perform the duties of the Treasurer during such absence or disability.
(d) Secretary. The Secretary shall have charge of the records and correspondence of the Corporation under the direction of the President, and shall be the custodian of the seal of the Corporation. The Secretary shall give notice of and attend all meetings of the Board. The Secretary shall take and keep true minutes of all meetings of the Board. The Secretary shall discharge such other duties as shall be assigned by the President or the Board. In case of the absence or disability of the Secretary, the President may appoint an assistant secretary to perform the duties of the Secretary during such absence or disability.
Whenever a vacancy of an officer shall occur, such vacancy shall be filled by the Board by the election of a new officer from the Board who shall hold office until the next annual meeting and until a successor is elected and qualifies.
4.5 Attendance at Meetings
The President, or in the absence of the President, the Vice President, shall call meetings of the Board to order, and shall act as chair of such meetings, and the Secretary of the Corporation shall act as Secretary of all meetings, but in the absence of the Secretary, the President may appoint any person present to act as secretary of the meeting.
APPOINTED OFFICERS AND AGENTS
The Board may appoint such officers and agents in addition to those provided for in Article IV, with the approval of the President, as may be deemed necessary, who shall have such authority and perform such duties as shall from time to time be prescribed by the Board. All appointive officers and agents shall hold their respective offices or positions at the pleasure of the Board, and may be removed from office or discharged at any time with or without cause by the Board; provided that removal without cause shall not prejudice the contract rights, if any, of such officers and agents.
EXECUTIVE AND OTHER COMMITTEES
The President, with the advice of the Board, shall appoint such committees, chairperson, and Members as are deemed necessary to carry out the purposes of the Association or to assist the Board in the orderly management of the affairs to the Corporation, consistent with the Articles of Incorporation and these Bylaws. A member of the Board, designated by the President, shall consult with and advise each committee and periodically report its activities to the Board.
6.2 Executive Committee
The Executive Committee shall consult with and advise the Officers of the Corporation in the management of its affairs and shall have and may exercise, to the extent provided in the resolution of the Board creating such Executive Committee, such powers of the Board as can be lawfully delegated.
6.3 Scholarship Committee
The Scholarship Committee shall solicit and procure scholarship funds for the use by students seeking a degree in medical sciences from an accredited college or university and/or medical school. The Committee shall develop a method for the development and administration of a scholarship fund, and presently said findings to the Board for consideration and formal approval. The Committee shall be comprised of Members of the corporation, and presided over by a Chairperson appointed by the Board. The Committee Chairperson and Committee Members shall serve at the Board’s pleasure.
6.4 Mentorship Committee
The Mentorship Committee shall seek and identify minority students who intend to pursue a career in medicine. The Committee shall develop a proposed mentorship program and present said findings to the Board for consideration and formal approval. Once approved by the Board, the Mentorship Committee shall be responsible for the administration and success of the mentorship program. The Committee shall be comprised of Members of the corporation, and presided over by a Chairperson appointed by the Board. The Committee Chairperson and Committee Members shall serve at the Board’s pleasure.
All committees shall keep regular minutes of their proceedings and report the same to the Board when required.
7.1 Executive Director
The Executive Committee may hire, or remove, an Executive Director. The Executive Director is a member of the Executive Committee, and is not necessarily a member of the Board, however, the Executive Director may assume the duties of any officer as determined by the Board, or by the Executive Committee of the Board. If the Executive Director is unavailable to perform his or her duties for any reason, the Board may appoint an interim Executive Director until a new Executive Director is hired.
The Executive Director will discharge his or her duties in good faith, and in a manner which he or she reasonably believes to be in the Corporation’s best interest. The Executive Director shall have a duty to use “ordinary care,” meaning the care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In discharging any duty imposed or power conferred on the Executive Director, an Executive Director may, in good faith, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that has been prepared or presented by a variety of persons, including officers and employees of the Corporation, professional advisors or experts such as accountants or legal counsel. An Executive Director is not relying on good faith if he or she has knowledge concerning a matter in question that renders reliance unwarranted.
The Executive Director may contribute to Board business as an officer, however, he or she shall not have the voting privileges as a member of the Board unless the Board cannot reach a majority consensus. Jn the case that the Board cannot reach a majority consensus on a matter, and a decision must be made, the Executive Director may cast a tie-breaking vote. The Executive Director is responsible for all operational duties of the Corporation and may assume the duties and powers of any officer of the Corporation or a member of the Board, only as determined in writing, or by majority consensus of the Board, or the Executive Committee, and recorded in official minutes or Board correspondence.
7.5 Additional Staff
The Board may adjust the size and structure of the staff as determined by the needs and resources of the Corporation. All staff will report to the Executive Director. The Corporation is an equal opportunity employer and will follow all applicable state and federal labor laws.
8.1 Advisory Board
The Corporation, through the Board, may develop and maintain an Advisory Board for the explicit purpose of:
(a) Acquiring the guidance of proven business and community leaders with specific skills and insight into developing, growing and maintaining a leading non-profit organization.
(b) Providing advice regarding the Corporation’s systems and governance, to ensure that they are structured and implemented in a way that ensures maximum success for the Corporation.
(c) Providing advice on the Corporation’s staff and Board, to ensure that they are structured in a manner that maximizes efficiency and effectiveness.
(d) Providing advice to the Corporation on strategies for expanding the Corporation’s role in the community.
(e) Securing the support of influential business and community leaders.
8.2 Structure of the Advisory Board
Members of the Advisory Board will be asked to serve one three-year term consisting of two meetings per year with the Corporation’s Executive Committee and regular correspondence with a designated Executive Committee liaison. While the Corporation’s Executive Committee reserves the right to develop and maintain the Advisory Committee, the Advisory Committee may be:
(a) Comprised of at least seven individuals who are proven business and community leaders in Central Texas.
(b) Comprised of individuals who commit to one three-year term, two meetings per year with the Executive Committee, and regular correspondence with an Executive Committee liaison.
(c) Comprised of individuals who represent diverse backgrounds and have skills and insight that will be of value to the development, growth and maintenance of the Corporation.
(d) Comprised of individuals who are willing to be advocates for the Corporation and who will assist the Corporation with growth and fundraising goals through access to their networks.
8.3 Duties of the Advisory Board Advisory Board members will be asked to:
(a) Review and advise on the Corporation’s Bylaws, history, outlook, media and communications policy, fundraising policy and goals, Board structure and governance and staff structure and governance.
(b) Serve as mentors for specific board members and staff as needed.
(c) Provide strategic advice and insight into the development of the Corporation
(d) Provide feedback as requested by the Executive Committee.
8.4 Advisory Board Meetings
The Advisory Board will be expected to attend at least two meetings per year with the Executive Committee. The meetings will be called, and notices will be given, at least thirty (30) days before the date of the meeting. The Executive Committee will be responsible for preparing, and working with staff to prepare, all necessary materials and updates for the Advisory Board.
LIABILITY OF DIRECTORS AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
9.1 Limitation of Liability
Director liability shall be limited to the extent provided for in the Texas Non-Profit Corporation Act, and the provisions of any other applicable law. In addition, a director shall not be liable to the Corporation for monetary damages for an act or omission in the director’s capacity as a director, except that this paragraph does not eliminate or limit the liability of a director to the extent that the director is found liable for (i) a breach of the director’s duty of loyalty to the Corporation; (ii) an act or omission not in good faith that constitutes a breach of duty of the director to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or (iv) any act or omission for which the liability of a director is expressly provided by any applicable statute. Any repeal or amendment of this paragraph shall be prospective only and shall not adversely affect any limitation on the liability of a director existing at the time of such repeal or amendment. In addition to the circumstances in which the director is not liable as set forth in the preceding sentences, the director shall not be liable to the fullest extent permitted by any provisions of the statutes of Texas hereafter enacted that further limits the liability of a director.
9.2 Right to Indemnification
Directors and officers of the Corporation shall be indemnified by the Corporation to the fullest extent allowable under Article 2.22A of the Texas Non-Profit Corporation Act of the provisions of any other applicable law.
The Corporation may purchase and maintain insurance, at its expense, to protect itself or any person who is or was serving as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, venture, proprietor, trustee, employee, agent or similar functionary or another foreign or domestic corporation, partnership, joint venture, proprietorship, employee benefit plan, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article IX.
9.4 Savings Clause
If this Article IX or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each director, officer or any other person indemnified pursuant to Section 2 of this Article IX as to costs, charges and expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article X that shall not have been invalidated and to the fullest extent permitted by applicable law.
ARTICLE X INTELLECTUAL PROPERTY
Any intellectual property designed, created, or used by or on behalf of the Corporation shall be owned solely by the Corporation itself. Divestiture may only be achieved by a majority vote of the Directors in office.
These Bylaws may be amended by the majority vote of all the Directors in office.