By Laws
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Bylaws of
In the
Interest
of
Justice
ARTICLE I.
NAME
The name of the corporation is In the Interest of Justice.
ARTICLE II.
PURPOSE
Section 1. Section 501(c)(3) Purpose. The purpose or purposes for which the corporation is organized are charitable and educational purposes, and to relieve the burdens of government, as authorized by Section 501(c)(3) of the Internal Revenue Code of 1986. The corporation is created solely as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986. The corporation shall be operated exclusively for such purposes. No part of its net earnings shall inure to the benefit of any director or individual; no part of its activity shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate or intervene (including the publishing or distribution of statements) in any political campaign on behalf or in opposition to any candidate for public office.
Section 2. Specific Purpose. The corporation shall carry out its general purpose by monitoring court proceedings in criminal cases, conducting nonbiased and nonpartisan forums for judicial candidates, and educating the general public about the criminal justice system and the responsibilities associated with jury service.
ARTICLE III.
OFFICES
Section 1. Principal Office. The principal office of the corporation in the State of
Section 2. Registered Office and Agent. The corporation shall have and continuously maintain in the State of
ARTICLE IV.
DIRECTORS
Section 1. Board of Directors. The affairs of the corporation shall be managed by a Board of Directors. The initial number of directors shall be four (4) commencing with the meeting of the Board of Directors at which these Bylaws are adopted. The majority of the directors then serving may enlarge the number of directors at any meeting regularly called. The majority of directors then serving at any meeting regularly called may reduce the number of directors, but the number shall not be reduced below three (3).
Section 2. Elections. The outgoing Board of Directors shall elect new directors at the annual meeting. If elections are not held at that time, they will be held as soon as convenient, and the outgoing Board of Directors shall continue to manage the affairs of the corporation during any interim period.
Section 3. Terms. Each director shall hold office for one fiscal year or until a successor has been elected. There shall be no limitation on the number of terms an individual may serve as director. The initial directors shall serve until the first annual meeting and may be reelected thereat.
Section 4. Removal. Any director may be removed by the unanimous vote of all other directors present and voting at a meeting. Such vote may occur at any regular or special meeting, provided that written notice is sent to all directors not less than ten (10) days before such meeting and that such notice specifies that a vote for the removal of a director will be considered at such meeting and identifies the director whose removal is to be voted upon.
Section 5. Vacancies. Vacancies that occur on the Board of Directors shall be filled by a majority vote of the remaining directors. If there is a complete vacancy on the Board of Directors, then a director shall be appointed by a district court sitting in the county where the principal office of the corporation is located, and the remaining vacancies shall be filled in accordance with this Section.
Section 6. Meetings. Regular meetings of the Board of Directors shall be held at least once annually. Special meetings of the Board of Directors may be called by the President or at the request of any two directors.
Section 7. Notices. Notices of all meetings shall be sent by the Secretary to each member of the Board of Directors at least five (5) days before each meeting except as may be provided in the Section regarding removal.
Section 8. Certain Meetings. If the election or removal of a director or officer or the enlargement of the Board of Directors is to be considered at a meeting of the Board of Directors, notice to the directors of that meeting shall indicate that fact.
Section 9. Annual Meeting. The regular meeting in December shall be known as the annual meeting and shall be for the purpose of electing directors and officers, receiving reports of officers and committees, and any other business that may arise.
Section 10. Attendance. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting that the meeting is not properly called.
Section 11. Quorum for Meeting. A quorum shall consist of four fifths (3/4) of the directors then serving. A majority vote of those present shall decide all questions.
Section 12. Voting. The affirmative vote 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, except as may be otherwise specifically provided by law or these Bylaws.
Section 13. Proxies. A director may vote at a meeting of the Board of Directors by proxy executed in writing by the director and delivered to the Secretary at or prior to such meeting. A director present by proxy at any meeting of the Board of Directors may not be counted to determine whether a quorum is present at such meeting. Each proxy shall be revocable unless otherwise irrevocable by law.
Section 14. Action by Written Consent.
a. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken shall be signed by all members of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote at a meeting.
b. (1) Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken shall be signed by a sufficient number of the directors as would be necessary to take that action at a meeting at which all of the directors were present and voted.
(2) Each written consent shall bear the date of signature of each director who signs the consent. A written consent signed by less than a sufficient number of directors is not effective to take the action that is the subject of the consent unless, within 60 days after the date of the earliest dated consent delivered to the corporation in the manner required by this Section, a consent or consents signed by the required number of directors is delivered to the President of the corporation at the corporations principal place of business or to the Secretary of the corporation. Delivery shall be by hand, electronic transmission, or certified or registered mail, return receipt requested.
(3) Prompt notice of the taking of any action by directors without a meeting by less than unanimous written consent shall be given by the Secretary to all directors who did not consent in writing to the action.
(4) A telegram, telex, cablegram, or similar transmission by a director or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a director shall be regarded as signed by the director for purposes of this Section.
Section 15. Telephonic Meetings. A meeting of the Board of Directors may be held by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting that the meeting was not properly called.
ARTICLE V.
OFFICERS
Section 1. Personnel. The officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. An officer need not be a member of the Board of Directors.
Section 2. President. The President shall preside at all meetings of the Board of Directors and shall be responsible for the general management of the affairs of the corporation. The President may sign with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, by these Bylaws, or by statute to some other officer or agent of the corporation. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 3. Vice President. In the absence of the President or in the event of the inability or refusal to act of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President. When so acting, the Vice President shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 4. Secretary. The Secretary shall keep minutes of the meetings of the Board of Directors and shall send copies of all minutes to the Board of Directors and to such other parties as are designated by the President. The Secretary shall notify the directors of all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors from time to time.
Section 5. Treasurer. The Treasurer shall cause to be kept regular books of account of the corporations funds and property and shall present a periodic financial statement and an annual audit to the Board of Directors. The Treasurer shall be responsible for presenting an annual budget to the Board of Directors for approval and shall perform such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Elections. The officers shall be elected annually by the Board of Directors and serve a term of one year and thereafter until their successors are elected and qualified. The affirmative vote of a majority of the directors shall be sufficient to elect an officer.
Section 7. Removal. The Board of Directors may remove any officer whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officers so removed. The affirmative vote of a majority of the directors present at a meeting properly called to remove an officer shall be sufficient to remove an officer.
Section 8. Vacancies. Any vacancy that occurs among the officers shall be filled by the Board of Directors. The person chosen shall hold office until his successor is elected and qualifies.
ARTICLE VI.
APPOINTIVE OFFICERS AND AGENTS
Section 1. Officers and Agents. The Board of Directors may appoint such officers and agents in addition to those specifically provided for in the Bylaws as may be deemed necessary, who shall have such authority and perform such duties as shall from time to time be prescribed by the Board of Directors. All appointive officers and agents shall hold their respective offices or positions at the pleasure of the Board of Directors, and may be removed from office or discharged at any time, with or without cause.
Section 2. Staff. The Board of Directors shall have the authority to appoint and/or employ any person or persons deemed necessary to carry out the purposes of the corporation.
ARTICLE VII.
COMMITTEES
Section 1. Appointment of Committees. Committees may be designated by the Board of Directors, who shall appoint their members. Each committee shall have and may exercise such powers as the Board of Directors may determine and specify in the respective resolutions appointing them.
Section 2. Removal. The members of any committee may be removed by the majority vote of the Board of Directors whenever in their judgment the best interests of the corporation shall be served by such removal.
Section 3. Chairman. One member of each committee shall be appointed chairman by the Board of Directors.
Section 4. Vacancies. Vacancies in the members of any committee may be filled by appointments made in the same manner as provided in the case of original appointments.
Section 5. Quorum. Unless otherwise provided by the Board of Directors, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6. Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE VIII.
ADVISORY BOARDS
The Board of Directors may appoint a Legal Advisory Board comprising experts on the subjects of criminal justice and the judicial system. The purpose of the Legal Advisory Board shall be to ensure that the corporations activities are appropriate, relevant, and reasonably likely to benefit the criminal justice system, the judicial system, or the general public. The specific duties of the Legal Advisory Board and of the individual members of the Legal Advisory Board shall be prescribed by the Board of Directors from time to time. The Board of Directors, in its sole discretion, shall set the number of members of the Legal Advisory Board and the terms of individual Legal Advisory Board members. The Board of Directors shall have the power, in its sole discretion, to increase or decrease the number of members of the Legal Advisory Board and to add members to and remove members from the Legal Advisory Board.
The Board of Directors may appoint a Pastoral Advisory Board comprising religious leaders with expertise on the Biblical principals that underlie the corporations purpose. The purpose of the Pastoral Advisory Board shall be to advise the Board of Directors to ensure that Board decisions are consistent with Biblical principles. The specific duties of the Pastoral Advisory Board and of the individual members of the Pastoral Advisory Board shall be prescribed by the Board of Directors from time to time. The Board of Directors, in its sole discretion, shall set the number of members of the Pastoral Advisory Board and the terms of individual Pastoral Advisory Board members. The Board of Directors shall have the power, in its sole discretion, to increase or decrease the number of members of the Pastoral Advisory Board and to add members to and remove members from the Pastoral Advisory Board.
ARTICLE IX.
NOTICES
Section 1. Form of Notice. Whenever under the provisions of these Bylaws, notice is required to be given to any individual, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing, by mail, postage prepaid, addressed to such director individual at such address as appears on the books of the corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the notice is deposited, postage prepaid, in the United States Mail.
Section 2. Waiver. Whenever any notice is required to be given to any individual under the provisions of these Bylaws, a written waiver signed by a person entitled to notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
ARTICLE X.
FISCAL YEAR
The fiscal year of this corporation shall be the calendar year.
ARTICLE XI.
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts and Instruments. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instrument shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the corporation.
Section 3. Deposit of Funds. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories and the Board of Directors may select.
Section 4. Contributions. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or for any specific purpose of the corporation.
ARTICLE XII.
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its meetings of the Board of Directors and committees having any of the authority of the Board of Directors. The books, accounts, and records of the corporation shall be open to inspection by any of the directors during business hours.
ARTICLE XIII.
AUDIT
The books of the corporation may be audited annually by a certified public accountant appointed by the Board of Directors. The auditors report shall be filed with the records of the corporation.
ARTICLE XIV.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Indemnification. Article 8.151 of the Texas Business Organizations Code (the Code) permits the corporation to indemnify its present and former directors and officers to the extent and under the circumstances set forth therein. The corporation hereby elects to and does hereby indemnify all such persons to the fullest extent permitted or required by the Code promptly upon request of any such person making a request for indemnity hereunder. Such obligation to so indemnify and to so make such determination may be specifically enforced by resort to any court of competent jurisdiction. Further, the corporation shall pay or reimburse the reasonable expenses of such persons covered hereby in advance of the final disposition of any proceedings to the fullest extent permitted by the Act and subject to the conditions thereof.
Section 2. Insurance. The corporation may purchase and maintain insurance against any liability asserted against and incurred by any officer or director in a capacity described in these Bylaws or arising out of the status of such a person, whether or not the corporation would have the power to indemnify such person against that liability under this Article.
ARTICLE XV.
AMENDMENTS AND PARLIAMENTARY PROCEDURE
Section 1. Amendments. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any regular or special meeting of the Board of Directors by a majority vote of the directors present provided that notice setting forth the proposed alterations, amendments, or new Bylaws has been given to all directors of the corporation not less than seven (7) days before such meeting.
Section 2. Parliamentary Procedure. In all cases where parliamentary procedure of the corporation is not provided by these Bylaws, Roberts Rules of Order, Revised shall apply.
As approved by a Unanimous Consent of the Board of Directors dated February 25, 2008.
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