A Texas Non-Profit Corporation
These Bylaws are subject to, and governed by, the Texas Non-Profit Corporation Act and the Articles of Incorporation of Camp Quest Texas. In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Texas Non-Profit Corporation Act, the Texas Non-Profit Corporation Act will be controlling. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Camp Quest Texas, these Bylaws will be controlling.
ARTICLE I – PURPOSES
1.1 General. The purposes for which Camp Quest Texas is organized are:
- To provide quality camp, retreat and conference experiences based on a humanist philosophy.
- To educate campers about the history and achievements of atheists, humanists and other Freethinkers throughout history.
- To create a place for non-religious families and children to belong and promote a sense of community among them through the camp experience.
- To provide camp programming dedicated to improving the human condition through rational inquiry, critical and creative thinking, the scientific method, self-respect, ethics, competency, democracy, free speech and the separation of religion and government guaranteed by the Constitution of the United States.
1.1.1 Camp Quest Texas is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code” or the corresponding section of any future federal tax code.
ARTICLE II – OFFICES
2.1 Principal Office. The principal office of Camp Quest Texas shall be located at 10050 Lakemere, Dallas, Texas.
ARTICLE III – BOARD OF DIRECTORS
3.1 General Powers and Responsibilities. Camp Quest Texas shall be governed by a Board of Directors (“the Board”), which shall have all of the rights, powers, privileges and limitations of liability of directors of a nonprofit corporation organized under the Texas Non-Profit Corporation Act. The Board shall establish policies and directives governing business and programs of Camp Quest Texas and shall delegate to the Camp Director and Camp Quest Texas staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.
3.2 Number and Qualifications.
3.2.1 The Board shall have up to twelve, but no fewer than three, members. A Board member need not be a resident of the State of Texas.
3.2.2 In addition to the regular members of the Board, representatives of such other organizations or individuals as the Board may deem advisable to elect shall be Ex-Officio Board Members, but shall not have voting power, shall not count as one of the regular Board members, and shall not be eligible for office.
3.3 Board Compensation. The Board shall receive no compensation other than reasonable expenses. But may receive compensation for services or reimbursement necessary to board position.
3.4 Board Elections. Nominations for expiring board positions shall be presented in writing at board meeting immediately proceeding the end of each fiscal year.
3.5 Term of Board. All appointments to the Board shall be for three year terms.
3.6 Vacancies. Vacancies on the Board may be filled by a majority vote of the Board at a Board meeting at which a quorum is present. A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
3.7 Removal. A Board member may be removed, at any duly constituted meeting of the Board, by the affirmative vote of a majority of then-serving Board members.
3.8 Meetings. The Board’s regular meetings may be held at such time and place as shall be determined by the Board. 1/3 Board membership may call a special meeting of the Board with appropriate notice to each member of the Board. The person or persons authorized to call special meetings of the Board may fix any place, so long as it is reasonable, as the place for holding any special meeting of the Board called by them.
3.9 Action by Written Consent. Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Board members. Such consent shall be placed in the minute book of Camp Quest Texas and shall have the same force and effect as a unanimous vote of the Board taken at an actual meeting. The Board members’ written consent may be executed in multiple counterparts or copies, each of which shall be deemed an original for all purposes. In addition, facsimile signatures and electronic signatures or other electronic “consent click” acknowledgments shall be effective as original signatures.
3.10 Quorum by the board is 1/2 members of the board or committee plus 1.
ARTICLE IV – OFFICERS
4.1 Officers. The Officers of the Board shall elect officers of Camp Quest Texas which shall include a President, a Secretary, a Treasurer, and such assistants and other officers as the Board shall from time to time determine.
4.2 President. The Camp Director shall preside at meetings and have the power to call meetings. The President shall be responsible for leadership of the Board in discharging its powers and duties and shall, in general, supervise and control all of the business and affairs of Camp Quest Texas. The President may sign contracts and other instruments on the organization’s behalf.
4.3 Secretary. The Secretary shall (a) cause the minutes of all Board and Committee meetings and proceedings to be recorded, (b) certify the accuracy of such minutes, (c) cause notice of all meetings to be given, (d) attest the signatures of Camp Quest Texas’ officers and Board members as required, (e) sign correspondence on behalf of the Board, and (f) have all other powers assigned by the Board, the Camp Director, or these Bylaws.
4.4 Treasurer. The Treasurer shall have access to records of all receipts, disbursements, assets, and liabilities of the organization and shall report to the Board on the condition of such records and financial condition of Camp Quest Texas from time to time and at least quarterly, but no less than quarterly. Prior to the beginning of the fiscal year, the Treasurer shall cause a proposed operating and capital expenditure budget to be presented to the Board for approval. The Treasurer shall cause to be prepared and submitted to the Board a financial statement showing Camp Quest Texas’s net worth at the close of the fiscal year and cause a firm of outside certified public accountants to audit or review the organization’s books and records at the end of each fiscal year. The Treasurer shall cause all employees of the organization responsible for the handling of funds to be adequately bonded and shall report on the fidelity bonds of such employees to the Board annually.
4.5 Audit. The board shall arrange each year for an audit or review of the financial records of Camp Quest Texas to be completed no later than 120 days after the end of the fiscal year.
4.6 Election and Term of Office. All officers shall be members of the Board during their terms of office. Officers shall be elected for a one year term. The officers of the Board shall be elected annually by the Board at regular Board meetings as terms expire or vacancies otherwise arise. A vacancy occurring in any office due to death, resignation, removal, disqualification, or any other reason may be filled by the Board for the unexpired portion of the term of office left vacant.
ARTICLE V – COMMITTEES
5.1 Committees. President may appoint committees composed of Board members and/or non-Board members for purposes deemed appropriate by the Camp Director. Such committees shall be approved by the Board at the pleasure of the board.
ARTICLE VI – MISCELLANEOUS
6.1 Fiscal Year. The fiscal year of Camp Quest Texas shall be from January 1st through December 31st.
6.2 Annual Budget. The Board shall adopt an annual operating budget, which specifies major expenditures by type and amount.
6.3 Books and Records. Camp Quest Texas shall keep correct and complete books and accounting records and shall also keep minutes of the proceedings of its Board. All records of Camp Quest Texas shall be kept under the control of an appropriate board member as determined by the board and shall be the exclusive rights and property of Camp Quest Texas.
6.4 Contracts and Grants. The Board may authorize any officer(s) or agent(s) of Camp Quest Texas to enter into contracts, leases, and agreements with and accept grants and loans from the United States; its departments and agencies; the State of Texas; its agencies, counties, municipalities, and political subdivisions; and public or private corporations, foundations, and persons; and may generally perform all acts necessary for a full exercise of the powers vested in it. The Board shall authorize board memebers or other persons and may delegate this responsibility by board action to enter into such contracts and expend such funds on behalf of the organization as the Board may specify.
6.5 Checks, Drafts, or Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of Camp Quest Texas shall be signed by such officer(s) or agent(s) of Camp Quest Texas and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the President and co-signed by the Treasurer.
6.6 Deposits. All funds of Camp Quest Texas shall be deposited from time to time to the credit of Camp Quest Texas in such banks, trust companies, or other depositories as the Board shall select.
6.7 Parliamentary Procedure. To the extent not in conflict with the by laws and articles of incorporation the business of the board and its committees shall be conducted under the rules and procedures found in the Standard Code of Parliamentary Procedure by Alice Sturgis (4th edition).
ARTICLE VII- INSURANCE
7.1 Insurance. Camp Quest Texas shall purchase and maintain insurance on behalf of any person who is serving Camp Quest Texas (or another entity at the request of Camp Quest Texas) against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not Camp Quest Texas would have the power to indemnify him against that liability under these Bylaws or by statute. Notwithstanding the foregoing, no person shall be indemnified pursuant to the provisions of this Article and no insurance may be maintained on behalf of any person if such indemnification or maintenance of insurance would subject Camp Quest Texas or such person to income or excise tax under the Code, including any tax asserted under Chapter 42 of the Code. Camp Quest Texas may additionally indemnify any person covered by the grant of mandatory indemnification contained above to such further extent as is permitted by law and may indemnify any other person to the fullest extent permitted by law. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of members, if any, or directors, agreement, or otherwise. Everything can be suspended if we can not get insurance with a company in Texas.
ARTICLE VIII – DISSOLUTION & WINDING UP
8.1 Winding Up. Upon the necessity for the dissolution and/or winding up of Camp Quest Texas, the Board shall oversee such process and ensure compliance with all relevant provisions of the Texas Non-Profit Corporation Act and other applicable state and federal statutes.
8.2 No Rights of Board Member to Assets. Upon Dissolution of Camp Quest Texas, no Board member shall have any rights nor shall receive any assets of the organization. The assets of Camp Quest Texas are permanently dedicated to a tax-exempt organization for the purposes set forth in the Articles of Incorporation and these Bylaws. In the event of dissolution of Camp Quest Texas, the assets, after payment of any debts, will be distributed to an organization which itself is tax-exempt under provisions of Section 501(c)(3) of the Internal Revenue Code which is Camp Quest Inc.
ARTICLE IX – AMENDMENTS TO BYLAWS
9.1 Suspension of Bylaws. Any of these provisions in the bylaws may be suspended by an unanimous consent of the board.
9.2 These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a three-fourths vote of the entire Board at any regular meeting or at any special meeting if at least fourteen days’ written notice is given of intention to alter, to amend or repeal, or to adopt new bylaws at such meeting, and a written copy of the proposed changes shall be distributed to each Board member with notice of the meeting. These Bylaws were approved at a meeting of the Board of Directors on: