BYLAWS OF
FARMERS BRANCH CARROLLTON ART ASSOCIATION AMENDED May 10, 2025
ARTICLE 1
NAME, PURPOSES AND OFFICERS
1.1 Name: The name of this corporation is Farmers Branch Carrollton Art Association (herein called the “Corporation”).
1.2 Purpose: The Corporation is organized exclusively for charitable, and educational, purposes, including, for such purposes the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Within the scope of the foregoing purposes and without limiting the generality of the foregoing, the Corporation is organized and will be operated to, among other things, (i) promote art and art appreciation in Farmers Branch, Carrollton and the surrounding areas, (ii) promote and maintain art exhibits, and (iii) to recognize and support art students by providing scholarship to one or more qualifying graduating high school seniors.
1.3 Offices: The Corporation may have, in addition to its registered office, offices at such places, both within and without the State of Texas as the Board of Directors may from time to time determine or as the activities of the Corporation may require. The principal office of the Corporation in the State of Texas shall be located at 1700 Keller Springs Rd, Carrollton TX 75006
1.4 Registered Office and Registered Agent: The Corporation shall have and continuously maintain a registered office in the State of Texas, and a registered agent whose office is identical with such registered office, as required by the Texas Business Organizations Code (the “Nonprofit Corporations Act”). The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by majority vote of the Directors (as defined in ARTICLE 3)
ARTICLE 2
MEMBERS
2.1 The Corporation is not required to have members.
ARTICLE 3
BOARD OF DIRECTORS
3.1 General Powers: Delegation. The activities, property and affairs of the Corporation shall be managed by its Board of Directors/Officers of the Corporation (herein sometimes called the “Board”), which may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by statute, by the Corporation’s Certificate of Formation as it may be amended and/or restated from time to time (the “Charter) or by these bylaws.
3.2 Number and Qualifications: The initial Board of Directors/Officers of the Corporation shall consist of those directors named in its Charter. Thereafter, the Board of Directors/Officers shall consist of at least four (4) directors, which number may be increased or decreased from time to time by the majority vote of the Directors present at any meeting at which a quorum is present; provided that no decrease in number shall have the effect of (i) shortening the term of any incumbent director, and or (ii) causing the total number of Directors to be less than three (3) at any point in time. As soon as is practicable after the organizational meeting of the Corporation the Directors shall elect directors to serve in accordance with Section 3.3 of these Bylaws.
3.3 Election and Term of Office
3.3.1 The Board of Directors/Officers of the Corporation shall be elected by the majority vote of the members present at the annual meeting of the Corporation. In an organizational meeting of the Members of the Corporation, following the adoption of these Bylaws, the Board of Directors/Officers shall divide itself into three groups of as nearly equal size as possible. These terms of office for each group of Directors shall be staggered. The first group shall hold office until the next following annual meeting of the Board, the second group shall hold office until the second following annual meeting of the Board, and the third group shall hold office until the third following annual meeting of the Board. Thereafter the Directors in each group shall hold office until the third ensuing annual meeting of the board following their election. The terms of all Directors shall extend until such Directors’ respective successors are elected and qualified. At each annual meeting of the Board, a number of Directors shall be elected by the entire Board equal to the number Directors whose terms shall have expired at the time of such meeting, unless the authorized number of Directors has been changed by amendment or resolution pursuant to Section 3.2. If the authorized number of Directors is increased, additional Directors shall be assigned by the Board to one of the following three groups at the time of election.
3.3.2 After two (2) consecutive terms of serving as a member of the Board of Directors/Officers, each such person must take at least one full year away from serving as a member of the Board, during which she or he may not be a member of the Board of Directors of the Corporation.
3.4 Removal; Filling of Vacancies: Any director may be removed, either for or without cause, by the Directors at any regular or special meeting of the Directors, if notice of the intention to act upon such matter shall have been given in the notice of such meeting. Any vacancy occurring in the Board of Directors/Officers resulting from the death, resignation, retirement, disqualification, or removal from office of any director or as the result of an increase in the number of directors shall be filled in the same manner as that in which the director no longer acting as such was elected. Any director elected or appointed to fill a vacancy shall hold office until the expiration of the remaining term such director is to fill and until such director’s successor is chosen and qualified, or until such director’s earlier death, resignation, retirement disqualification or removal from office.
3.5 Annual Meeting: The annual meeting of the Membership shall be held at such date and time as may be determined by the Membership for purposes of electing Officers/Directors of the Board, if appropriate, and to transact such other business as may be brought before the meeting. Written or printed notice stating the place, day and hour of the annual meeting of the Board of Directors/Officers shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of such meeting to each director, either personally or by mail or by facsimile.
3.6 Special Meeting: Special meetings of the Board of Directors/Officers shall be held as needed and at such locations as may from time to time be fixed by the Board of Directors/Officers or as shall be specified or fixed in the respective notices or waivers of notice thereof. At such meetings the directors/officers may transact any and all business as many properly come before the meeting. Special meetings of the Board of Director may be called by the President or by the Secretary at the request of three-fifths (3/5) of the members of the Board of Directors/Officers upon at least three (3) days notice to each director, either personally, by Mail or by facsimile. Except as otherwise provided by statute, by the charter or by these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors/Officers need be specified in the notice or waiver of notice of such meeting.
3.7 Quorum and Manner of Acting: At all meetings of the Board of Directors/Officers the presence of a majority of the number of directors fixed by these Bylaws shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by statue, by the Charter or by these Bylaws. Directors present by proxy may be counted toward a quorum. Only the act of majority of the directors then in office (and not merely the at of a majority of directors present at a meeting) shall be sufficient to constitute the act of the Board of Directors/Officers unless the act of a greater number is required by statute, by the Charter or by these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board. A director may vote in person or by proxy executed in writing by the director. No proxy shall be valid after three months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable and less otherwise made irrevocable by law. If a quorum shall not be present at any meeting of the directors, the directors present threat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting any business may be transacted which might have been transacted at the meeting as originally convened, although no official action may be taken.
3.8 Directors’ Compensation: No director shall receive compensation for services as a director or as a member of a standing or special committee of the Board. Nothing herein contained shall be construed to preclude any director from receiving reimbursement for expenses incurred on behalf of the Corporation or in attending meetings of the Board of Directors/Officers or any such committee or from serving the Corporation in any other capacity, such as, for example and not as a limitation, an officer or employee of the Corporation, and receiving compensation thereof.
ARTICLE 4
COMMITTEES OF THE CORPORATIONS
4.1 General: The function of the Corporation is to, among other things, (I) promote art and art appreciation in Farmers Branch, Carrollton and the surrounding areas, (ii) promote and maintain art exhibits created by various individuals, and (iii) to recognize and provide support at the student art show to one or more qualifying graduating high school seniors. This function may be carried out in part by committees to be determined by the Board. If necessary these committees shall be under the general supervision, direction and control of the Board of Directors/Officers.
4.2 Additional Committee Members: Any committee may engage additional persons able to contribute expertise necessary to carry out the committee’s responsibilities. Any such persons shall serve as members of such committee.
4.3 Additional Committees: The Board of Directors/Officers may, by resolution adopted by affirmative vote of a majority of the directors then in office, designate two or more persons (with such alternates, if any, as may be deemed desirable) to constitute another committee or committees for any purpose; provided, that any such other committee or committees shall have and may exercise only the power of recommending action to the Board of Directors/Officers and of carrying out and implementing any instructions or any policies, plans, and programs theretofore approved, authorized and adopted by the Board of Directors.
ARTICLE 5
COMMITTEE PROCEDURES AND ACTIONS
5.1 Meetings, Quorum, Manner of Acting: Regular meetings of the committees of the Corporation, of which no notice shall be necessary, may be held at such times and places as shall be determined from time to time by the affirmative vote of a majority of the members of the committee and communicated to all the members thereof. Special meetings of the committees of the Corporation may be called by or at the direction of the appointed chairman of the committee or any two (2) members of the committee by providing notice of the place, date and time of such special meeting not less than three (3) days before such meeting to each member of the committee. Except as otherwise provided by the Nonprofit Corporations Act, the Charter or these Bylaws, neither the purpose of, nor the business to be transacted at, any meeting of any committee need to be specified in the notice or waiver of notice of such meeting. Except as otherwise provided by the Nonprofit Corporations Act, the Charter or these Bylaws, at all meetings of any committee the presence of a majority of the members present of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business. Only the act of a majority of the members of the committee then in office (and not merely the act of a majority of the members of a committee present at a meeting) shall be sufficient to constitute the act of the committee, unless the act of a greater number is required by the Nonprofit Corporations Act, by the Charter, or by these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the committee. The members of each committee will act only as a committee, and the individual members thereof will have no power in such capacity.
5.2 Records: Each committee shall keep records of their acts and proceedings and report the same, from time to time, to the Board of Directors/Officers.
5.3 Vacancies and Removal: Any vacancy in a committee or committees of the Corporation shall be filled by the affirmative vote of a majority of the number of directors then in office. Any member of any committee may be removed by the affirmative vote of a majority of the number of directors then in office.
ARTICLE 6
NOTICES, CONSENTS AND TELEPHONIC MEETINGS
6.1 Manner of Giving Notice: Whenever, under the provisions of any statute, the Charter or these Bylaws, notice is required to be given to any member, director or committee member of the Corporation and no provision is made as to how such notice shall be given, it shall not be construed to require personal notice, but any such notice may begin in (a) personal delivery of oral or written notice; or (b) first class mail, postage paid; or (c) telephone including a voicemail messaging system, text message or other system or technology designed to record and communicate messages; or (d) facsimile electronic (“e-mail”) or other means of electronic transmission if the recipient has consented to accept notices in this manner, addressed to such member, director or committee member at his address, phone number, facsimile number or email address as it appears on the records of the Corporation. Any notice required or permitted to be given my mail shall be deemed to be delivered at the time when the sam shall be thus deposited in the UnitedStates mails, as aforesaid.
6.2 Waiver of Notice: Whenever any notice is required to be given to any director or committee member of the Corporation under the provisions of any statute, the Charter or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance by a director or a member of a committee of the Board of Directors/Officers at a meeting of the board or of such committee, respectively, shall constitute a waiver notice of such meeting, except when such director or committee member attends such meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
6.3 Consent of Directors: Any action required or permitted to be taken at any meeting of the Board of Directors/Officers or any committee thereof may be taken without a meeting if a sonnet in writing setting forth at the action to be taken shall be signed by all of the members, directors or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any document.
6.4 Telephonic Meetings: Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Directors/Officers or members of any committee designated by such Board may, unless otherwise restricted b the Charter or these Bylaws, participate in and hold a meeting of such Board of Directors/Officers or committee by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
ARTICLE 7
OFFICERS, EMPLOYEES, AND AGENTS:
POWERS AND DUTIES
7.1 Elected Officers: The elected officers of the Corporation shall be a President, Vice president, Secretary, and a Treasurer. The Board may, but is not required to, elect such other officers as it determines. None of the elected officers need be a member of the Board of Directors.
7.2 Election and Term of Office: So far as is practicable, all elected officers shall be elected by the membership at the April membership meeting or any regular meeting thereof. Each elected officer of the Corporation shall hold office for a one-year term and until such officer’s successor is chosen and qualified, or until such officer’s earlier death, resignation, retirement, disqualification or removal from office.
7.3 Appointive Officers: The Board of Directors/Officers also may appoint one or more Assistant Secretaries and such other officers and assistant officers and agents as it shall from time to time deem necessary, who shall exercise such powers and perform such duties as shall be set forth in these Bylaws or determined from time to time by the Board. Each appointive officer shall hold office at the pleasure of the Board of Directors/Officers without the necessity of periodic reappointment.
7.4 Two or More Offices: Any two two (2) or more offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President.
7.5 Compensation: The compensation of all employees of the Corporation shall be fixed from time to time by the Board of Directors, subject to Section 3.8 of ARTICLE 3 of these Bylaws. The Board of Directors/Officers may from time to time delegate to the President the authority to fix the compensation of any or all of the officers, employees and agents of the Corporation provided however that the Board of Directors/Officers may not delegate to the President the authority to fix his or her own compensation.
7.6 Removal; Filling of Vacancies: Any officer or agent may be removed at any time by the Board of Directors/Officers whenever in its judgment the best interests of the Corporation will be served thereby. A vacancy in any office because of death, resignation, retirement, disqualification, removal, or any other cause hall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis. Any officer elected or appointed to fill a vacancy. Shall hold office until the expiration of the remaining term such officer is to fill and until such officer’s successor is chosen and qualified, or until such officer’s earlier death, resignation, retirement, disqualification or removal from office.
7.7 President: The President shall be the chief executive and operating officer of the Corporation and shall preside when present at all meetings of the Board of Directors/Officers and exercise such powers and perform such duties as shall be assigned to or required of such office from time to time by the Board of Directors. Subject to the provisions of these bylaws, the President shall have general supervision of the activities and affairs of the Corporation and shall have general and active control thereof. The President may be a member of the Board of Directors. The President shall have general authority to receive ad transfer title to gifts to the Corporation on its behalf, to execute bonds, deeds and contracts in the name of the Corporation and to affix the corporate seal thereto and in general to exercise all the powers usually appertaining to the office of president of a corporation, except as otherwise provided by the Non profit Corporations Act, the Charter or the Bylaws. The President upon delegation of authority by the board of Directors, may cause the employment or appointment of such employee and agents of the corporation as the proper conduct of operations may require, to fix their compensation and to remove or suspend ay employee r agent. In the event of the absence or disability of the President, the duties of such office shall be performed and the powers thereof may be exercised by other Directors in the order of their seniority, unless otherwise determined by the president or the Board of Directors.
7.8 Vice President: Each Vice President, if any, shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the President or the Board of Directors/Officers.
7.9 Secretary: The Secretary shall have charge of the corporate seal and shall have authority to attest any and all instruments of writing to which the same may be affixed. The Secretary shall keep and account for all books, documents, paper and records of the Corporation, except those for which some other officer or agent is property accountable. The Secretary shall keep a record of all minutes of each meeting of the Board of Directors/Officers and shall perform such other duties as pertain ordinarily to the office of the Secretary of a corporation or as shall from time to time be prescribed or delegated to such office by the President or the Board of Directors. In the event of the absence or disability of the Secretary, the duties of such office shall be performed and the powers thereof may be exercised by the Assistant Secretaries in the order of their seniority, if any, or the Treasurer, or any Director in the order of their seniority unless otherwise determined by the Secretary, the President, or the Board of Directors.
7.10 Assistant Secretaries: Each Assistant Secretary, if any, shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the Secretary, the President or the Board of Directors.
7.11 Treasurer: The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping al vouchers for payments by the Corporation and all other documents relating to such payments; shall receive, audit and consolidate all operating and financial statements of the Corporation and its various departments; shall have supervision of the books of account of the Corporation, their arrangements and classification; shall supervise the accounting and auditing practices of the Corporation and shall have charge of all matters relating to taxation. The Treasurer shall have the care and custody if all monies, funds, and securities of the Corporation; shall deposit or use to be deposited all such funds in and with such depositories as the Board of Directors/Officers shall from time to time direct or as shall be selected in accordance with procedures established by the Board; shall advise upon all terms of credit granted by the Corporation; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions of the Corporation. The Treasurer shall have the power to endorse for deposit or collection or otherwise all checks, draws, notes, bills of exchange or other commercial papers payable to the Corporation; and to give proper receipts or discharges for all payments to the Corporation, and shall generally perform all duties usually appertaining to the office of treasurer of a corporation. In the event of the absence or disability of the Treasurer, the duties of such office shall be performed and the powers thereof may be exercised by the Secretary, or any Director I the order of their seniority, unless otherwise determined by the Treasurer, the President, or the Board of Directors.
7.12 Additional Powers and Duties: In addition to the foregoing specially enumerated duties, services and powers, the severally elected and appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by the Nonprofit Corporations Act, the Charter or these Bylaws, or as the Board of Directors/Officers may from time to time determine or as may be assigned to such officers by any competent superior officer.
ARTICLE 8
USE OF FUNDS OF THE CORPORATION
8.1 Funds and Procedures: Gifts to the Corporation shall be placed in a Operations fund in accordance with this ARTICLE 8. Gifts of securities and property other than cash, unless otherwise directed by the donor or deemed advisable to be retained by the Investment Committee or the Board, shall be sold and the proceeds from such sales invested as soon thereafter as possible.
8.2 Operations Fund: The principal and income of the Operations Fund shall be used to support the ongoing operations and administration of the Corporation in a manner consistent with the purposes of the Corporation as set forth in the charter and these Bylaws. The principal and income of the Operations Fund, to the extend not needed to support the ongoing operations and administration of the Corporation may also be used in any other manner consistent with the purposes of the Corporation as set forth in the charter and these Bylaws.
8.3 Payment of Expenses: Notwithstanding any other provisions hereof, expenses of the Corporation (including any amount the Corporation may be called upon to pay under the indemnification provisions of the Charter or as required by law) shall be paid from the Operations Fund.
ARTICLE 9
CLASSES OF GIFTS
9.1 Designated Gifts: Donors to the Corporation may indicate preferences as to the specific uses to which the principal and/or income from such gifts shall be applied. Designated gifts shall be accepted by the Corporation upon the approval thereof by the Board of Directors. Reasonable attempts shall be made to honor the wishes of the donor with regard to the Fund or Funds designated why the donor. The Corporation shall also take into consideration the wishes of the donor as to the specific uses to which the principal and/or income from such gifts shall be applied, but shall not be obligated to follow the wishes of the donor.
9.2 Undesignated Gifts: Any gift which is not designated by the donor as to purpose shall be accepted by the Corporation upon the approval thereof by the Board of Directors. Such undesignated gifts shall be allocated to the Operations Fund at the discretion of the Board of Directors.
9.3 Rejection of Proposed Gifts: Notwithstanding any other provision hereof, the Board of Directors may reject any proposed undesignated gift to the Corporation which in their good faith judgment is considered undesirable for any reason.