Table of Contents. Approved by Board July 2012 AMENDED AND RESTATED BYLAWS OF UNITED WAY FOR GREATER AUSTIN. 1. Article I Name Page 1

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1 AMENDED AND RESTATED BYLAWS OF UNITED WAY FOR GREATER AUSTIN Table of Contents 1. Article I Name Page 1 2. Article II Purpose Page 1 3. Article III Members Members Page 2 Page Annual Meeting Page Notice of Meetings Page 2 4. Article IV Board of Directors Page Governance of Corporation Page Number Page Term Page Electing Directors Page Vacancies Page Eligibility Page Nominations Page Regular Meetings Page Special Meetings Page Notice of Meetings Page Waiver of Notice Page Electronic Meetings Page Action without Meeting Page Quorum Page Conduct of Business Page Compensation Page Removing Directors Page Resignation of Directors Page Potential Conflicts of Interest Page 5 5. Article V Officers Page Officer Positions Page Election and Term of Office Page Removal Page Vacancies Page Powers and Duties of the Chair of the Board Page Powers and Duties of the President and Chief Executive Officer (CEO) Page Duties of the Secretary Page Compensation of Officers Page Immediate Past Chair of the Board Page Contracts Page 9 i

2 6. Article VI Community Board Page 9 7. Article VII Standing Committees Page Number Page Audit Committee Page Board Governance and Development Committee Page Executive Committee Page Finance Committee Page Resource Development Committee Page Results Accountability Committee Page Additional Committees Page Appointment of Committee Membership; Term of Offices; and Removal Term of Committee Chair Quorum; Notices; Manner of Acting and; Procedures for Meetings Vacancies Page 13 Page 14 Page 14 Page Article VIII Books and Records Page Required Books and Records Page Inspection and Copying Page Article IX Indemnifications and Insurance Page Indemnification Page Insurance Page Article X General Provisions Jurisdiction Page 15 Page Principal and Registered Office; Registered Agent Page Fiscal Year Page Power of Attorney Page Requirements Page Amending Bylaws Page 16 CERTIFICATE OF SECRETARY Page16 ii

3 Amended and Restated Bylaws for UNITED WAY FOR GREATER AUSTIN A Texas Nonprofit Corporation ARTICLE I Name The name of the Corporation is United Way for Greater Austin (hereinafter referred to as the Corporation ). ARTICLE II Purpose The purposes for which the Corporation is organized are exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now in effect or as it may hereafter be amended (the Code ), which the Corporation may serve either directly or through contributions to any Charitable Organization or Organizations (as hereafter defined) for charitable and educational purposes. Specifically, the Corporation shall work to build a healthy, educated and prosperous community by increasing volunteerism and Philanthropy. The Corporation shall accomplish its charitable and educational purposes by engaging in any and all lawful activities incidental to such purposes. The Corporation shall have all of the powers, duties, authorizations, and responsibilities as provided in the Texas Business Organizations Code (the TBOC ); provided, however, that the Corporation shall neither have nor exercise any activity that would invalidate its status as a corporation that is exempt from federal income taxation as an organization described in Section 501(c)(3) of the Code. Janet Arnold 7/11/12 4:43 PM Deleted:... [1]

4 ARTICLE III Members Section Members. The members of the Corporation shall consist of all individuals and organizations who have volunteered services or made contributions\pledges to the Corporation during the previous 12 months. Members of the Corporation shall not have voting rights. Section Annual Meeting. An annual meeting of the members of the Corporation shall be held each year at date, time and place designated by the Board of Directors. The meeting shall be held at a location within the primary service area of the Corporation. At each such annual meeting, the Chair of the Board of Directors of the Corporation shall report to the members on the status and affairs of the Corporation and there shall be transacted such other business as may properly be brought before the meeting by the Chair of the Board of Directors of the Corporation. Section Notice of Meetings. Notice of each annual meeting of the members of the Corporation specifying the date, time and place thereof shall be published in a newspaper of general circulation in Austin, Travis County, Texas. ARTICLE IV Board of Directors 2

5 Section Governance of the Corporation. The affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors shall have all of the powers and authority of a board of directors of a corporation that has no members with voting rights under the Texas Nonprofit Corporation Law. Section Number. The Board of Directors shall have not less than seventeen (17) and not more than twenty-five (25) members as determined from time to time by the Board of Directors. The number of Directors may be increased to more than twenty-five (25) members or decreased to fewer than seventeen (17) members by the action of the Board of Directors. Section Term. The Directors shall be divided into three classes with the term of each Director being three (3) years. Each year, a number of Directors as nearly equal to one-third of the number of total Directors shall be elected for one (1) term. Once elected, a Director shall hold office for the term for which such Director is elected, and until such Director's successor shall have been elected and qualified or until his or her earlier death, resignation or removal. Completing the unfilled term of a Director constitutes one term. Section the Board of Directors. Electing Directors. Directors shall be elected by action of Section Vacancies. Any vacancy occurring in the Board of Directors during the fiscal year, including any vacancy to be filled due to an increase in the number of Directors, shall be filled by action of the Board of Directors. Any Director elected to fill a vacancy will serve the unexpired term of his or her predecessor in office. Section Eligibility. Directors shall be eighteen (18) years of age or over, and a member of the Corporation as defined in Article III. A person who has served six (6) consecutive years as a member of the Board of Directors shall not be eligible again until after an absence from the Board of Directors for a period of at least one (1) year. Upon recommendation of the Chair of the Board, the Board of Directors may vote to extend the permissible period of service for any Director for an additional two (2) years; provided, that any such extension shall not cause any Director to serve longer than eight (8) consecutive years without taking a required one (1) year leave of absence. Section Nominations. The Board Development and Governance Committee shall nominate candidates for membership on the Board of Directors. Additional candidates may be nominated by the Chair of the Board. 3

6 Section Regular Meetings. The Board year begins July 1 st. The Board of Directors shall meet not less than six times a year. Regular meetings of the Board of Directors shall be held at such time and place as shall be fixed by the Chair of the Board or by action of the Board of Directors. Section Special Meetings. The Chair of the Board may call and fix the time and place for a special meeting of the Board of Directors and shall be called at the written request of any Director. Section Notice of Meetings. The Chair of the Board shall give or cause to be given notice of each regular and special meeting to each Director in person, or by mail, , telephone or facsimile transmission at least three (3) days before such meeting. Unless otherwise indicated in such notice or unless the Restated Certificate of Formation (the Certificate of Formation ) or these Bylaws require otherwise, any and all matters pertaining to the affairs of the Corporation may be considered and acted upon at such meeting. Section 4.11 Waiver of Notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where the Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. In addition, a waiver of notice in writing signed by any Director, whether before or after the time stated therein, shall be the equivalent to the giving of such notice to such Director. Section Electronic Meetings. The Board of Directors and/or any committee of the Corporation may hold a meeting by telephone conference call or by means of any other remote communications technology permitted under the Texas Nonprofit Corporation Law. Section Action without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee of the Corporation may be made without a meeting if a written consent to the action is signed by all the persons entitled to vote on the matter. The original signed consents will be placed in the Corporation s minute book and kept with the corporate records. Each written consent must be signed, described the action being taken, and bear the date of signature of the person signing it. A photographic, facsimile, or similar reproduction of a signed writing and a consent sent by or other electronic transmission will be treated as an original signed written consent. 4

7 Section Quorum. A majority of the number of Directors then in office (but not less than three Directors) constitutes a quorum for transacting business at any meeting of the Board of Directors. If a quorum is not present at any meeting, the majority of the Directors present may adjourn the meeting without further notice until a quorum shall be present. The Directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Directors leave during the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Directors still present at the meeting. Section Conduct of Business. The affirmative act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless otherwise required by law, the Certificate of Formation or these Bylaws. Section Compensation. Except for the President and/or Chief Executive Officer, no Director shall receive any salary or compensation for his or her services to the Corporation. Expenses incurred on behalf of the Corporation by a Director must be preapproved by the Board for reimbursement. Section Removal of Directors. The Board of Directors may vote to remove a Director, with or without cause, at any meeting properly called and noticed. A Director may be removed by the affirmative vote of at least sixty-seven percent (67%) of the then current Board of Directors and such removal shall be done without prejudice to the contract or other rights, if any, of the Director as an employee of the Corporation. Section Resignation of Directors. Any Director may submit his or her resignation as a member of the Board of Directors at any time upon written notice to the Chair of the Board. Unless otherwise specified in the notice, the resignation of a Director shall take effect immediately upon receipt thereof and need not be accepted by the Corporation to be effective. Section Potential Conflicts of Interest. The Corporation has a conflict of interest policy to protect the Corporation s interest. The policy supplements, but does not replace, any applicable laws governing conflicts of interest applicable to nonprofit and charitable organizations. Further, the policy does not preclude the Corporation s Directors, employees, members or volunteers from transacting business with the Corporation provided disclosure is made. In addition: 5

8 a. Any Director, employee, member of, or volunteer with, the Corporation who is aware of a potential conflict of interest with respect to any matter coming before the Board of Directors or a standing committee, as appropriate, has a duty to disclose the existence and nature of any actual or possible conflict of interest. In addition, any Director, employee, member of, or volunteer with, the Corporation who has declared or have been found to have a conflict of interest shall refrain from consideration of proposed transactions, unless for special reasons the Board or standing committee requests information or interpretation from said individual. This shall not be construed as preventing or discouraging any such party described above with a conflict of interest, having first disclosed the existence of a potential conflict of interest, from thereafter disclosing relevant information with respect to any matter as to which he or she has knowledge. A person with a conflict of interest shall not vote. Any proposed transaction in which a conflict of interest has been declared or found to exist must be approved by a majority of the disinterested members of the Board or standing committee after disclosure of the conflict of interest. The nature of the conflict of interest and the absence of the person with the conflict of interest from voting shall be noted in the Minutes. b. Each Director shall sign a statement annually which affirms that such person has received a copy of the conflict of interest policy, understands the content and agrees to compliance. c. Periodically, the Corporation will review its operations to ensure conflicts of interest do not exist. ARTICLE V Officers Section Officer Positions. The Corporation's officers shall consist of a Chair of the Board, President and/or Chief Executive Officer, Secretary, Treasurer, and an Immediate Past Chair and/or Chair-Elect. The Chair-Elect will be chosen to serve during the second year of the Chair s two-year term. Section Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors. The Chair of the Board shall serve a two-year term and such term may extend beyond the six (6) year limit for 6

9 Board service set forth in Section 4.06 above, for up to one additional year. All other officers shall be elected to a one-year term. Each officer shall hold office until his or her successor shall have been duly elected and qualified or until his or her death, resignation or removal. Section Removal. The Board of Directors may vote to remove an officer, with or without cause, at any meeting properly called and noticed. An officer may be removed by the affirmative vote of a majority of the then current Board of Directors and such removal shall be done without prejudice to the contract or other rights, if any, of the officer as an employee of the Corporation. Section Vacancies. The Board of Directors may select a person to fill a vacancy in any office for the unexpired portion of an officer's term. Section Powers and Duties of the Chair of the Board. The Chair of the Board shall be the Chief Volunteer Officer of the Corporation and will preside at the annual meeting of members, at all meetings of the Board of Directors and at all meetings of the Development and Governance Committee. Subject to the direction of the Board of Directors, the Chair of the Board shall give oversight to the development of policies and execution of the policies and programs of the Board of Directors. The Chair of the Board along with the President and/or Chief Executive Officer shall represent the Corporation in the community. The Chair of the Board will appoint the chairs and ask for Board approval of all standing committees, and perform other duties prescribed by the Board of Directors and all duties incident to the office of Chair of the Board. The Chair Elect shall preside at meetings of the Board in the absence of the Board Chair, and perform such other duties as may be assigned by the Board. In the absence of both the Board Chair, Chair Elect and Immediate Past Chair, the Secretary will preside over the meeting. Section Powers and Duties of the President and/or Chief Executive Officer (CEO). The Board of Directors shall select a President and/or Chief Executive Officer who shall be the general manager of the Corporation s affairs under the direction of the Board of Directors. In addition to any other powers and duties assigned to him or her by the Board of Directors, the President and CEO shall: a. have general executive charge, including personnel oversight, and appointments of Vice Presidents, management and control of the Corporation s properties, business and operations with all such powers as may be reasonably incident to such responsibilities; 7

10 b. have the authority to agree upon and execute all contracts and other evidences of indebtedness (or assign such authority to a Vice President) as would be necessary in the normal course of business, within the scope of the approved operating budget, and in accordance with Board policy; c. shall submit a written Annual Report on the programs and financial condition of the Corporation to the Board of Directors at the Annual Meeting; and d. have such other powers and duties as may be designated in these Bylaws. Section Duties of the Secretary. The Secretary will (or delegate to another): (a) take minutes of the meetings of the Board of Directors and keep the minutes as part of the corporate records; (b) maintain custody of the corporate records; (c) keep a register of the mailing address of each Director, officer, and employee of the Corporation; and (d) perform duties incident to the Office of the Secretary and such other duties as may be assigned by the Chair of the Board or the Board of Directors. Section Compensation of Officers. Except for the President/Chief Executive Officer, no officer shall receive a salary or compensation for his or her service to the Corporation. Expenses incurred on behalf of the Corporation by an officer other than the President and/or CEO may be reimbursed and must be approved by the Board and will not constitute compensation. Expenses incurred on behalf of the Corporation by the President and/or CEO shall be approved by the Board Chair. Section Immediate Past Chair of the Board. The individual who served as the immediate past Chair of the Board shall, for one year following the end of his or her term as Chair, remain a Director, be a member of the Board Development and Governance Committee, preside at meetings of the Board in the absence of the Board Chair and Chair-Elect, and perform such other duties as may be assigned by the Board. The immediate Past Chair s term of office may begin and/or extend beyond the six (6) year limit for Board service set forth in Section 4.06 above. The Immediate Past Chair may, in his or her discretion, elect to hold that position for a second year of service during the second year of the Board Chair s term as long the total years of consecutive Board service by the immediate Past Chair will not exceed eight (8) years. 8

11 Section Contracts. The Board of Directors may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments. ARTICLE VI Community Council The Community Council membership is a combination of current and prior board members, alumni, corporate and community leaders nominated by volunteers and staff. The Board Governance and Development Committee is given a slate of the members annually for approval. Members will number no more than 50. Meetings will occur no less than annually. ARTICLE VII Standing Committees Section Number. The Board of Directors may establish standing committees as may be necessary to conduct the business of the Corporation. No standing committee has the authority to act on behalf of the Corporation beyond duties described in the following sections. It is understood that any reference to term shall be synchronous with the Board year notwithstanding the date of appointment to a committee. Section Audit Committee. The Audit Committee shall assist the Board of Directors in fulfilling its oversight responsibilities by monitoring the Corporation s systems of internal controls, and in evaluating and recommending independent auditors to the Board to conduct an annual audit of the financial statements of the Corporation. The Audit Committee s role is one of oversight. 9

12 The Audit Committee s responsibilities shall include: a. Evaluating and making a recommendation to the Board regarding the selection of the audit firm to conduct an independent audit of the Corporation s financial statements; b. Reviewing and approving the audit scope and fees; c. Reviewing and approving any proposed involvement of the independent auditors in activities other than the annual audit; d. Ensuring a direct line of communications with the independent auditors; e. Providing oversight of management s performance with respect to required and recommended financial responsibilities and disclosure; f. Considering and reviewing, with management and the independent auditors, the Corporation's internal control environment; g. Reviewing and addressing the management letter and auditor s comments; h. Reviewing any serious difficulties or disputes with management encountered during the course of the audits; i. Reviewing other matters related to the conduct of the audits that are to be communicated to the Committee under generally accepted auditing standards; j. Investigating or causing an investigation to be made into any matter brought to its attention within the scope of its duties, with the power to retain outside counsel or other advisors for this purpose if, in its judgment, it is appropriate to do so. The Committee will promptly report any such actions to the Board; and k. Monitoring compliance with significant polices regarding, but not limited to, the following: (1) code of business conduct and ethics, including conflicts of interest; (2) outside affiliation statements; (3) legal compliance; and (4) policies and procedures designed to prevent and detect violations of laws, rules, regulations and guidelines. 10

13 Unless otherwise authorized by these Bylaws or by action of the Board, the Audit Committee shall have no power to act on behalf of the Board, but shall present its recommendations to the Board for action. Section Board Governance and Development Committee. The Board Governance and Development Committee shall: a. Propose criteria for selection of members of the Board of Directors; b. Develop an inventory of potential candidates endeavoring to maintain appropriate representation as defined in Section 4.02; c. Nominate new and returning board members as well as a slate of officers for the Corporation; d. Assess the performance of the Board as a whole; e. Propose revisions regarding the amendment of the Bylaws, Certificate of Formation and conflict of interest policies; f. Evaluate the performance of the President and CEO annually; g. Review and recommend to the Board total compensation, benefits and merit increases for the President/Chief Executive Officer; h. Review and consult President s recommendations for senior staff compensation, benefits and merit increases; i. Monitor market practices of comparable organizations to ensure that executive compensation and reward levels are competitive and consistent with market practices; and j. Address other matters as considered necessary for Board governance. 11

14 Section Committee shall: Executive Committee. The Executive a. Have membership and functions drafted by the Board Governance and Development Committee and approved by the Board prior to implementation. Section Finance Committee. The Finance Committee shall be chaired by the Treasurer, and assisted by an Information Technology subcommittee, and shall: a. Provide oversight of the fiscal policies and operations of the Corporation, including the accounting, information technology, And human resource functions; b. Recommend financial policies; c. Analyze risk management matters d. Regularly review and approve the interim financial statements; e. Together with the Human Resources Committee, propose compensation policies; f. Recommend to the Board of Directors the annual operating and capital budgets; g. Evaluate technology and capital improvement needs; h. Provide oversight of invested funds (operating and pension assets), through an investment policy and the engagement of investment advisors; and i. Cause for provision to be made for fiduciary bonds covering all officers, Directors, staff and volunteers who handle books, papers, vouchers, monies and other property of the Corporation. Section Resource Development Committee. The Resource Development Committee shall: a. Provide oversight to the strategic direction of donor 12

15 relations and marketing; b. Receive market research and analyze results to assist in developing the annual fundraising plan; c. Provide guidance and support to the annual community campaign leadership; and d. Review, evaluate and develop methods to secure more resources for the community through capital campaigns, planned giving and endowment programs, etc. Section Results Accountability Committee. The Results Accountability Committee shall: a. Have membership and functions drafted by the Board Governance and Development Committee and approved by the Board prior to implementation. b. Evaluate program/service results, efficacy and return on investment (ROI). c. Provide oversight through review, analysis, and measurement of the Corporation s program/service investments in the community. Section Additional Committees. Additional committees and/or task forces may be established by the Chair of the Board to assist in fulfilling the mission of the Corporation. Such committees shall not be considered standing committees and shall not have or exercise the authority of the Board of Directors in the management of the Corporation. Section Appointment of Committee Membership; Term of Office; and Removal. Members of standing committees shall be appointed by the Board of Directors. Each member of a standing committee shall be recommended by the Chair of the relevant standing committee for approval by the Board of Directors. Unless otherwise provided, each standing committee member shall serve a one-year term and may be appointed to up to five (5) additional one-year terms as approved by the Board of Directors. Individuals who are not members of the Board of Directors may serve as members of a standing committee; provided that (1) at least a majority of the members of a standing committee must be 13

16 Directors if the committee exercises authority of the Board, or (2) not less than three (3) members of a standing committee must be Directors if the committee does not exercise authority of the Board. Section Term of Committee Chair. The chair of all other committees shall serve an initial one-year term and may be elected to serve up to three (3) additional one-year terms. Section Quorum; Notices; Manner of Acting and; Procedures for Meetings. A majority of the committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee. The provisions of these Bylaws pertaining to notices of meetings, manner of acting and procedures for conducting meetings and all other provisions of these Bylaws (as applicable) shall apply to all committees. Section Vacancies. Vacancies in the membership of any committee may be filled by appointments made by the Board of Directors. ARTICLE VIII Books and Records Section Books and Records. The Corporation will keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, the Board of Directors and committees having authority of the Board of Directors. Section Inspection and Copying. A member of the Corporation, on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant, or attorney, at any reasonable time, for any proper purpose, the books and records of the Corporation relevant to that purpose, at the expense of the member. ARTICLE IX Indemnification and Insurance Section Indemnification. The Corporation shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in a suit or proceeding (other than an 14

17 action by or in the right of the Corporation) because the person is or was a Director, or officer of the Corporation, to the fullest extent permitted under the Texas Nonprofit Corporation Law. Section Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, officer, partner, venturer, proprietor, Director, employee, agent, or similar functionary of another Corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against such a person and incurred by him or her in such a capacity or arising out of his or her status as such a person, whether or not the Corporation would have the power to indemnify him or her against that liability under the Texas Nonprofit Corporation Law. ARTICLE X General Provisions Section Jurisdiction. The primary service area of the Corporation shall be in the counties of Travis, Llano, Burnet, Blanco, Williamson, Hays, Lee, Bastrop, Caldwell and Fayette, State of Texas, and any surrounding territory as determined by the Board of Directors. Section Principal and Registered Office; Registered Agent. The Corporation s principal office will be located in Travis County, Texas. The Corporation may have such other offices in Texas as the Board of Directors may determine and/or change. The Corporation will maintain in Texas a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation s principal office in Texas. The Board of Directors may change the registered office and the registered agent as permitted in the Texas Nonprofit Corporation Law. Section Fiscal Year. The fiscal year of the Corporation shall begin on July 1 and end on June 30 of each year. Section Power of Attorney. A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the Secretary to be kept with the corporate records; provided, however, no proxy or power of attorney shall be used for casting a vote as Director. 15

18 Section Requirements. No part of the net earnings or funds of the Corporation shall inure to the benefit of any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no member, Director, officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the Corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall include the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Bylaws, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by any organization exempt under Section 501(c)(3) of the Internal Revenue Code or corresponding provisions of subsequent federal tax laws. Section Amending Bylaws. These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the affirmative vote of a majority of the entire Board of Directors. CERTIFICATE OF SECRETARY I certify that I am the duly elected Secretary of United Way for Greater Austin, and that these Amended and Restated Bylaws were duly adopted at a meeting of the Board of Directors held on the 19 th day of July, Dated: July 19, 2012 Secretary of the Corporation Signature: Print Name: Marie Baker 16