KYLE AREA SENIOR ZONE, INC. EIN-33-1132134
BY-LAWS-Amended July 14. 2015
KYLE AREA SENIOR ZONE, INC.
By-Laws of the Kyle Area Senior Zone, Inc., City of Kyle, County of Hays, State of Texas, adopted February 14, 2006 in Kyle, Texas.
TITLE-The Title of the Corporation is Kyle Area Senior Zone, Inc., City of Kyle, County of Hays, State of Texas, hereinafter referred to as the Corporation.
LOCATION: The location of the principal office of the Corporation shall be in the City of Kyle, Hays County, Texas.
PURPOSE FOR WHICH THE CORPORATION IS ORGANIZED: The Corporation is organized as a not for profit organization. The objectives and purposes to be transacted are for charitable purposes only; to involve, enrich and empower seniors in the City of Kyle and surrounding area.
DIRECTORS: The property and business of Corporation shall be managed and controlled by a Board of Directors to be elected as follows:
Section 1: The Board of Directors shall consist of no less than 9 and no more than 15 members elected by the membership. This Board will serve a four-year rotating term, with two persons being elected semi-annually to fill the expiring terms. At the organizational meeting of the Board of Directors of the Corporation, each initial director will draw to determine whether he/she will serve a two or four year term. The membership will elect Board Members at the meeting proceeding Oct. 1 when two or four year terms have been served. Board members will take office upon undisputed election. Any disputed election will be decided by the Board after undisputed directors take office. Nominees for the Board must be current members, in good standing, of KASZ.
Section 2: Membership: Seniors who reside in the City of Kyle or surrounding area may apply for membership with the following requirements: Applicants must have attained the age required by the membership and pay the required membership dues. Scholarships will be available to seniors for which donating annual membership dues would be a hardship.
Section 3: The Board of Directors shall meet at least by-monthly at a regular date as often as the Directors determine is necessary at the time and place agreed to by the Directors, one meeting being the annual meeting held in October of each year. At such meeting, the Directors elected by the membership shall take office and new officers shall be elected.
Special meetings of the Directors may be called by the President of the Corporation, or by a majority of the Directors, provided all Directors have at least two (2) days notice of such special meeting. Special meetings of the Directors may be held at any time, if all Directors execute a waiver of notice of the time, place and purpose of the meeting.
Section 4: A quorum for a meeting shall consist of a simple majority of the members of the Board of Directors.
Section 5: If any Director is absent for three consecutive meetings without adequate cause, the Directors of the Corporation shall have the authority to appoint a replacement. In the event of the death, resignation or inability to serve of any Director, the Directors of the Corporation have the authority to appoint a replacement immediately. Any person elected to the Board of Directors of the Corporation shall serve for the unexpired term of the person who he or she replaces.
ARTICLE V: POWERS OF THE DIRECTORS: The Board of Directors shall have exclusive management of the business of the Corporation and in addition to the powers conferred on them by these bylaws, may exercise all powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of law and of these Bylaws, the Board of Directors shall also have the following powers:
a) To purchase or otherwise acquire for the Corporation and in the name of the Corporation any property, personal or real, rights or privileges which the Corporation is authorized to acquire, upon such terms and for such consideration as the Directors may deem proper.
b) Within their discretion, to pay for any property or any rights acquired by the Corporation, either wholly or partially, in money or in other assets of the Corporation.
c) To determine, by resolution, who shall be authorized to execute on behalf of the Corporation bills, receipts, endorsements, checks, releases, contracts and document.
d) To provide for the management of the affairs of the Corporation in such a manner as the Board of Directors think proper and particularly to delegate any of the powers of the Directors to an officer or agent, and to appoint any person to be the agent of the Corporation, with such powers and upon such terms as the Directors may deem proper.
e) To make available reports of activities and finances of the Corporation to the Kyle Area Senior Zone annually.
f) To decide disputed elections, elect officers and directors and to determine when an officer cannot function as such.
ARTICLE VI: OFFICERS:
Section 1. The officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer and such other officers as may be elected or appointed by the Directors.
Section 2. The President, Vice-President, Secretary and Treasurer shall be members of the Board of Directors.
Section 3. The President shall preside at all meetings of the Board of Directors. He/She shall be responsible for the functioning of the Board of Directors, the coordination of the work and performing the duties assigned to him/her by the Directors. The President shall also have authority to appoint such committees as he or she deems necessary.
Section 4. The Vice-President shall act as an aide to the President and perform the duties of the President when required by the President or in the absence or inability of the President to function.
Section 5. The Secretary shall keep the minutes of the meetings of the Directors, give all notices in accordance with the provision of these Bylaws or as required by law, and perform such other duties as may be assigned to him/her by the President or the Directors. The minutes shall reflect the date and time of approved expenses. The Secretary will record in writing the decision made by each individual who decided or voted on compensation arrangements.
Section 6. The Treasurer shall be responsible for general supervision of accounting for the financial operations of the Corporation and in general perform all duties incident to the office of the Treasurer and such other duties as may be assigned to him/her by the President of the Directors.
ARTICLE VII: FISCAL YEAR: The fiscal year of the Corporation shall begin on the 1st. day of October, and shall terminate on the following 30th. day of September each year.
ARTICLE VIII: COMPENSATION: Compensation and other financial arrangements with officers, directors, employees and independent contractors will be approved based on information about compensation paid by similarly situated taxable or tax-exempt organizations or other senior organizations. Information used to base decision for compensation and the source of that information will re recorded in writing.
KYLE AREA SENIOR ZONE, INC. EIN-33-1132134
ARTICLE IX: DISSOLUTION OF CORPORATION: Upon the dissolution of this Corporation the assets shall be distributed for one or more exempt purposes within the meaning of section 501C3 of the Internal Revenue Code, or corresponding section of an future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE X: BOOKS, RECORDS AND ACCOUNTS: All checks, drafts or orders for the payment of funds may be signed by either the President or Vice-President, or authority may be delegated by the Directors to any officers to execute checks. No check shall be signed in blank. The books, accounts and records of the Corporation shall be open to inspection by all Directors at any reasonable time and shall be kept at the place or places designated by the Directors.
ARTICLE XI: AMENDMENTS OR ALTERATIONS TO BYLAWS: These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of Directors present at any regular meeting or at any special meeting if at least one (1) weeks written notice is given of an intention to alter, amend, or repeal these Bylaws at such meeting.
ARTICLE XII: NOTICE: Whenever, under the provision of these Bylaws, any notice is required to be given to any Director or Officer, such notice may be given in writing by depositing the same in the Post Office in a letter addressed to such Director or officer at his or her address as the same appears in the books of the Corporation and the time of the giving of such notice. Such notice may be waived in writing by said Director or Officer.
The foregoing Bylaws are here and now certified to as the Bylaws adopted by the Board of Directors of the Kyle Area Senior Zone, Inc. of the City of Kyle, County of Hays, State of Texas on the 14th day of July, 2015.