BYLAWS FOR The Handsome Joel Foundation,
a TEXAS NONPROFIT CORPORATION



ARTICLE I


These bylaws constitute the code of rules adopted by The Handsome Joel Foundation for the regulation and management of its affairs.


ARTICLE II
Purpose


The Handsome Joel Foundation shall exist for the purpose of reducing drunk driving instances in and around Austin, Texas.  The foundation shall accomplish this purpose by:



ARTICLE III
Board of Directors


(1) Powers

The Board of Directors of this Corporation is vested with the management of the business and affairs of this Corporation, subject to the Texas Non-Profit Corporation Act, the Articles of Incorporation, and these bylaws.

(2) Qualifications

Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin.  Employees of the Corporation are ineligible to serve on the Board of Directors.

(3) Number of Directors

The Board of Directors will consist of at least three but no more than nine Directors.  Upon majority resolution of the Board of Directors, the number of Directors may be increased or decreased from time to time, but in no event shall a decrease have the effect of shortening the term of an incumbent Director, or decreasing the total number of Directors to less than three Directors.  Until the first meeting for electing the Directors occurs, the initial Board of Directors shall consist of the persons listed in the Articles of Incorporation as constituting the initial Board.

(4) Term of Directors

Directors shall serve terms of three years. There are no term limits and, therefore, Directors may serve any number of consecutive terms.

(5) Election of Directors

Elections for Directors filling expired terms shall be held at the last meeting of the fiscal year.  Any directorship to be filled by reason of an increase in the number of Directors shall be filled at the next regular meeting of the Board of Directors or at a special meeting called for that purpose.  When a re-appointment or replacement is made, the re-appointment or replacement shall be considered effective on the date that the prior term expired (i.e., the new term does not begin on the date of the election). Board members whose terms have expired may continue serving until they are either re-appointed or until their successors are chosen.

(6) Staggered Terms

There shall be staggered terms of office for Directors so that one-third of the directorships shall be up for election each year (or if the number does not evenly divide by thirds, the board shall be divided as close to thirds a possible).  The system for staggered terms of office shall be implemented as follows
: At the meeting of the Board of Directors at which these bylaws are adopted there shall be a drawing in order to determine the initial terms of the Directors After the drawing, one board member shall have an initial term of one year, one board members shall have a term of two years, and one board members shall have a term of three years.  The minutes of this board meeting shall show the results of the drawing.

(7) Resignation

Any Director may resign at any time by delivering written notice to the Secretary or President of the Board of Directors.  Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.

(8) Removal

Any Director may be removed without cause, at any time, by a majority of the entire Board of Directors, at a Regular or Special Meeting called for that purpose.  Any Director under consideration of removal must first be notified about the consideration by written notice at least five business days prior to the meeting at which the vote takes place.  Any Director who misses two consecutive meetings shall be considered for removal at the following meeting.

(9) Vacancies

Vacancies shall be filled by majority vote of the remaining members of the Board of Directors, though less than a quorum, and the Director filling the vacancy shall serve for the remainder of the term of the directorship that was vacated.  Vacancies shall be filled as soon as practical.  Any Director may make nominations to fill vacant directorships.

(10) Compensation

Directors shall not receive any salaries or other compensation for their services, but, by resolution of the Board of Directors, may be reimbursed for any actual expenses incurred in the performance of their duties for the Corporation, as long as a majority of disinterested Board of Directors approve the reimbursement.  The Corporation shall not loan money or property to, or guarantee the obligation of, any Director.

ARTICLE IV
Committees


(1) Executive Committee

The President, Vice President, Treasurer, and Secretary of the Corporation shall constitute the executive committee.  The executive committee shall have the authority to act on behalf of the Corporation in between Regular Meetings of the Board of Directors.  The Board of Directors must validate the actions of the executive committee at its next Regular or Special Meeting.  Any such action not so validated will not be legally binding on the Corporation.  The President shall act as chairperson of the executive committee.  A majority of the Executive Committee shall constitute a quorum for the transaction of business, and all decisions shall be by majority vote of those present.

(2) Standing Committees

The Corporation shall have three standing committees which shall assist the Board of Directors in carrying out the management of the Corporation: The Finance and Resource Management Committee, the Development Committee, and the Program Committee.  The Board of Directors shall appoint the members of each committee.  Each standing committee shall have at least one Director or Executive Committee member as members.  Employees of the Corporation and members of the community may also be appointed to serve as committee members.  Committees shall meet upon call of the Board of Directors or the chair of the Committee, review the activities of the Corporation in the Committee's respective areas, and make recommendations to the Board of Directors for the Board's final approval.  The Treasurer of the Corporation shall serve as the Chair of the Finance and Resource Management Committee.  Other standing committees shall elect a Chair by a majority vote.  The Chair of each committee shall ensure that minutes of the committee meetings are taken and present a copy of the minutes to the Secretary within the two weeks following the meeting.   Committee meetings shall be open to all members of the Board of Directors.

(a) The Finance and Resource Management Committee shall assist the Executive Director in preparing and presenting the annual budget to the Board of Directors, make necessary investment choices, and generally protect the soundness of the corporation's finances and fiscal operations.
(b) The Development Committee shall be responsible for fundraising and capital campaigns, public relations, maintaining the visibility of the corporation, and governmental relations.
(c) The Program Committee shall be responsible for planning, developing, and evaluating the Corporation's programs.

(3) Additional Committees

The Board of Directors may from time to time designate and appoint additional standing or temporary committees by majority vote of the Board of Directors.  Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors.  The Directors may authorize these committees to exercise any powers, responsibilities, and duties consistent with the Articles of Incorporation and these bylaws.


ARTICLE V
Code of Ethics


The corporation and its Directors and Employees will comply with the Corporation’s Code of Ethics, attached as Exhibit A.


ARTICLE VI
Board Meetings


(1) Place of Board Meetings

Regular and Special Meetings of the Board of Directors will be held at any place that the President may designate.

(2) Regular and Special Meetings

Regular meetings of the Board of Directors shall be held bi-monthly, or more frequently as deemed necessary by the Board of Directors.  Special Meetings may be called by the President or any three Directors.  An orientation meeting will be held each year for the new members of the Board of Directors.

(3) Notice of Board Meetings

Notice of the date, time, and place of Regular Meetings shall be given to each board member by regular mail, telephone (including voice mail), facsimile, or e-mail no less than 7 days notice prior to the meeting.  Notice of the date, time, and place of special meetings shall be given to each board member using the same methods, but with no less than 7 days notice prior to the meeting, with the exception of special meetings held to amend the Articles of Incorporation or bylaws, for which a 7-day written notice by mail or facsimile shall be required specifying the proposed amendment.

(4) Waiver of Notice

Attendance by a Director at any meeting of the Board of Directors for which the Director did not receive the required notice will constitute a waiver of notice of such meeting unless the Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.

(5) Quorum

A majority of the incumbent Directors (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business.  At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Articles of Incorporation or by any provision of these bylaws.

(6) Actions without a Meeting

Any action required or permitted to be taken by the Board of Directors under the Texas Non-Profit Corporation Act, the Articles of Incorporation, and these bylaws may be taken without a meeting, if all Directors individually and collectively consent in writing, setting forth the action to be taken.  Such written consent shall have the same force and effect as a unanimous vote of the Board.

(7) Open Meetings

Meetings shall be open to the general public, except when personnel, real estate, or litigation matters are being discussed.

(8) Proxy Voting Prohibited

Proxy voting is not permitted.


ARTICLE VII
Officers


(1) Roster of Officers

The Corporation shall have a President, Vice President, Secretary, and Treasurer.  The Corporation may have, at the discretion of the Board of Directors, such other officers as may be appointed by the Directors.  One person may hold two or more offices, except those serving as President or Secretary.

(2) Election and Removal of Officers

All officers shall serve one-year terms.  The election shall be conducted at the Board of Directors' first meeting of the fiscal year and following the election of the new Board of Directors filling expired terms, or as soon as practical thereafter.  Officers shall remain in office until their successors have been selected.  Officers may serve consecutive terms without limit.  The election of officers shall be by majority vote of the Board of Directors attending the meeting.

(3) Vacancies

If a vacancy occurs during the term of office for any elected officer, the Board of Directors shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote of Directors present.

(4) President



(5) Vice President



(6) Secretary



(7) Treasurer



ARTICLE VIII
Members


(1) Eligibility

All residents of the United States of America who are eighteen years of age or older are eligible for membership in the Foundation.

(2) Rights of Members

Each member of the Foundation shall be entitled to one vote on each matter submitted by the Board of Directors to a vote at a Regular or Special Membership meeting, except to the extent that the voting rights are limited or denied by the Articles of Incorporation.  No member shall be entitled to any dividend or any part of the income of the Corporation or to share in the distribution of the corporate assets upon dissolution.  The Board of Directors has the discretion to decide which, if any, matters shall be submitted to the members for a vote, except that the following decisions will always be submitted to the membership for a vote: dissolution of the corporation, merger or consolidation with another corporation, sale of substantially all the corporation’s assets, and most amendments to the corporation’s articles of incorporation.  (Under Texas law, the above items must be submitted to members for a vote, except that some minor amendments to the articles of incorporation do not require a vote by the members. See the Texas Non-Profit Corporation Act for more information).

(3) How the Membership can Legally Act

The membership may act only at a properly called meeting of the membership where a quorum is present.  At such a meeting, a vote of a majority of the members in attendance shall be an act of the membership, except that a two-thirds majority of the members in attendance shall be required for the following: dissolution of the corporation, merger or consolidation with another corporation, sale of substantially all the corporation’s assets, and most amendments to the corporation’s articles of incorporation (state law requires two-thirds vote for these items unless the percent is changed in the articles of incorporation).  The attendance of 51% members shall constitute a quorum for the conduct of business at either a Regular or Special Membership Meeting.

(4) Regular Membership Meetings

The Membership shall meet at least once a year during the month of January at a time designated by the Board of Directors, for the purpose of transacting any business that the Board of Directors may submit to the members.  Regular Membership Meetings shall take place at a place to be determined by the President.

(5) Notice of Regular Membership Meetings

Written notice of the Regular Membership Meeting shall be given not less than 10 calendar days nor more than 60 calendar days before the date that such a meeting is to be held Such written notice shall be delivered by mail, in person, by e-mail, or by facsimile, and shall state the place, day, and time of the meeting.  The Board of Directors, in the alternative, may provide notice through other means such as by posting notice in a conspicuous place at the principal office of the Corporation, newsletter, newspaper, church bulletins, or such additional means as the Board of Directors shall deem effective.

(6) Special Membership Meetings

Special Membership Meetings may be called at any time by the President, by a majority of the Board of Directors, or on written request of 51% members.

(7) Notice of Special Meetings

Notice of Special Membership Meetings shall be given in the exact same manner as notice for the Annual Membership Meeting as provided for above, except that the notice shall contain the purpose for which the meeting is called.

(8) Enrollment of Members

The Board of Directors shall adopt a membership application form.  The application form shall require the name, address, and telephone number of each applicant.  There shall be a space for the secretary to sign certifying that the secretary believes the applicant to be eligible for membership.  The applicant becomes a member upon the secretary’s signature of the application form and the receipt of annual membership dues as set forth by the Board of Directors.  The secretary shall keep an up-to-date membership list.


ARTICLE IX
Rules of Procedure


The proceedings and business of the Board of Directors shall be governed by Robert's Rules of Parliamentary Procedure unless otherwise provided herein.


ARTICLE X
Executive Director


The Board of Directors may, upon resolution, appoint an Executive Director to serve at the board's discretion and to carry out whatever tasks the board from time to time resolves.  The Executive Director shall be paid an annual salary set by the Board of Directors.  Subject to such supervisory powers as are vested in the Board of Directors, the Executive Director shall supervise, direct, and control the business of the Corporation and actively manage its business, and shall have such other powers and duties as may be prescribed by the Board of Directors or by these bylaws.


The Executive Director may engage in negotiations involving commitments of the resources of the Corporation or the acceptance of money or resources by the Corporation in furtherance of the purposes of the Corporation as set out in the Articles of Incorporation and these bylaws. The Executive Director shall generally be expected to attend all meetings of the Board of Directors and meetings of the general membership.


ARTICLE XI
Indemnification


(1) Insurance

The Corporation may provide indemnification insurance for its Board members, and the Board shall select the amount and limits of such insurance policy.

(2) Indemnification

To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was a Director or Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein.

(3) Limits on Indemnification

Notwithstanding the above, the corporation will indemnify a person only if he acted in good faith and reasonably believed that his conduct was in the corporation=s best interests.  In the case of a criminal proceeding, the person may be indemnified only if he had no reasonable cause to believe his conduct was unlawful.


ARTICLE XII
Operations


(1) Execution of Documents

Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Corporation shall be signed and executed by the Executive Director and/or the President (or such other person designated by the Board of Directors), pursuant to the general authorization of the Board.  All conveyances of land by deed shall be signed by the President or two other members of Executive Committee and must be approved by a resolution of the Board of Directors.

(2) Disbursement of Funds

Financial Transactions which have a value of $10,000.00 or more shall require majority approval of the Board of Directors or Executive Committee if a majority of the Board of Directors is not immediately available to vote on the transaction.  In all other transactions, the Executive Director may dispense with the funds of the Corporation in accordance with the annual budget approved by the Board of Directors and the purposes of the Corporation as set out in the Articles of Incorporation and these bylaws.  Notwithstanding the above, all checks of more than $10,000.00 disbursing funds from any of the Corporation’s accounts shall require the signatures of at least two of the following: the Executive Director, President, Vice President, Secretary, or Treasurer.

(3) Procurement Policy

The Corporation shall abide by its procurement policy, set forth in Exhibit B.

(4) Records

The Corporation will keep correct and complete records of account and will also keep minutes of the proceedings of the Board meetings and Committees.  The Corporation will keep at its principal place of business the original or a copy of its bylaws, including amendments to date certified by the Secretary of the Corporation.

(5) Inspection of Books and Records

All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time on written demand.

(6) Loans to Management

The Corporation will make no loans to any of its Directors or Officers.

(7) Amendments

The Board of Directors may adopt Articles of Amendment (amending the Articles of Incorporation) by a vote of two-thirds of Directors present at a meeting where a quorum is present.  The bylaws may be amended at any time by a vote of the majority of Directors at a meeting where a quorum is present.

(8) Fiscal Year

The fiscal year for the Corporation will January 1 to December 31.

(9) Audit

The Corporation shall have an annual audit to be completed by May 1st. of each year for the previous fiscal year.


CERTIFICATION

I hereby certify that these bylaws were adopted by the Board of Directors of The Handsome Joel Foundation at its meeting held on July 14, 2004

___________________________________
Secretary