Pines & Prairies Land Trust Bylaws
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PINES & PRAIRIES LAND TRUST, INC. - Bylaws The Mission of Pines and Prairies Land Trust is to protect natural and cultural resources and promote sustainable agriculture through education and preservation of open space in Central Texas.
The name of this organization is Pines & Prairies Land Trust, Inc. ARTICLE II.
The principal office of the corporation shall be located 1018 Main Street, Suite B, Bastrop, Texas 78602. Section 2.
Registered Office and Registered Agent
The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation 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 the Board of Directors. ARTICLE III.
The corporation is organized to transact charitable, educational, and scientific business as permitted of charitable organizations recognized by the Internal Revenue Service under Section 501(c)(3) of the Internal Revenue Code, as amended. This business includes the conducting of educational programs which promote the preservation of farm, ranch and open space land and which encourage sustainable agricultural and wildlife conservation practices and values, and the owning and protecting of easements and open space land in Central Texas. ARTICLE IV.
Board of Directors
Powers and Duties
The affairs of the corporation shall be managed by its Board of Directors (Board). The Board shall have the authority to take whatever actions are necessary and appropriate within the law to carry out the purposes of the corporation. Section 2.
Number, Tenure, and Qualifications
The Board shall consist of no less than three and no more than 15 members. The number of members of the Board may be increased or decreased from time to time by amendment to these Bylaws, provided that no decrease shall have the effect of removing the term of any director.
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Any Board member may nominate any other person known to support the goals of the corporation to fill an unfilled seat. Board members and officers shall be elected in November of each year to take office in January, unless otherwise decided by an act of the Board, and members of the Board shall be selected by a majority vote of those present at a meeting of the Board at which a regular quorum is present. Section 3.
The members of the Board shall receive no compensation for their services as Board members. Board members may receive reimbursement for any reasonable expenses incurred in carrying out the activities of the corporation. Policy guidelines for the reimbursement of such expenses shall be developed by the Board and recorded in the minutes. Section 4.
Conflicts of Interest
No member of the Board may vote on any matter that raises the appearance of, or is in fact, a conflict of interest. Section 5.
Any vacancies during the year may be filled, upon nomination by a Board member and an act of the Board. Recruitment of Directors should be an ongoing process so that when vacancies arise there is a pool to select from. Section 6.
Each Director may serve not more than two, three year terms with one year off in between terms, unless the Board, by a majority present at a meeting at which a quorum is present, adjusts any one Director's term. Before the Director can return for a second, three year term, they must be voted back on the Board by a majority present at a meeting at which a quorum is present. Terms should be staggered so that no more than two Board members are cycling off during one year. New Board members are accepted with a six month trial period, after which the Board may decide they can continue the full term. Section 7.
Evaluation of Directors and Officers
An annual evaluation of the Board will be conducted as well as of each Director and Officer individually. This assessment helps Directors identify areas for personal and Board improvement for serving the organization. Section 8.
Indemnification of Directors and Officers
Any person who was, is, or is threatened to be made, a named defendant or respondent in any threatened, pending or completed action, suit or proceeding (â€œproceedingâ€?) whether civil, criminal, arbitrative, investigative or administrative, any appeal in such proceeding, and any inquiry or investigation that could lead to such a proceeding by reason of the fact that he or she is or was a
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director or officer of the corporation, shall be indemnified to the fullest extent authorized by Texas law against all expenses, liability and loss (including attorney’s fees, judgments, court costs, fines, penalties, excise taxes, and amounts paid in settlement) reasonably incurred or suffered in connection therewith and such indemnification shall continue as to any such person who has ceased to be a director or officer and shall inure to the benefit of such persons’ heirs, executors and administrators. This right to indemnification shall include the right to be paid by the corporation the expenses (court costs and attorney’s fees) incurred in defending any such proceeding in advance of its final disposition; provided that the requirements of applicable law are met. A director of the corporation shall not be liable to the corporation or its security holders for monetary damages for any act or omission in the director's capacity as director. This section does not eliminate or limit the liability of a director for (1) a breach of the director’s duty of loyalty to the corporation, (ii) an act or omission that involves intentional misconduct or a knowing violation of the law, (iii) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office, or (iv) an act or omission for which the liability of a director is expressly provided by applicable statute. The indemnification provided herein is intended to limit the liability of a director or officer of the corporation to the fullest extent permitted by law. In the event that changes to the law further limit or eliminate the liability of a director of officer, the liability of the corporation's directors and officers shall be limited or eliminated to the fullest extent, without any further action. The right to indemnification and the advancement of expenses conferred herein shall not be exclusive of, nor shall it be construed to limit, any other right which any person may have or hereafter acquire under any statute, these bylaws, agreement, resolution, act of the corporation or otherwise. Section 9.
Insurance for Directors and Officers
The Corporation shall have the power to purchase or maintain, at its cost and expense, insurance on behalf of such persons to the fullest extent permitted by state law.
Meetings of the Board of Directors.
The rules contained in the current edition of Robert's Rules of Order Newly Revised [RONR (11th ed.)] shall govern the manner of which PPLT conducts its Board meetings in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order PPLT may adopt. Respectful behavior at Board meetings is mandatory and any Director may be removed from a meeting if he or she does not act in a respectful manner. Section 1.
Upon a vote of the majority, the Board shall determine the time and place for the holding of its regular meetings. At least one regular meeting shall be held every year. Section 2.
The President or any two directors may request or call a special meeting, and may specify any time and place as set by the President or the directors calling such meeting as the place where such special meeting shall be held.
Pines & Prairies Land Trust Bylaws Section 3.
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Notice of any special meeting of the Board shall be given at least five days before the meeting by written notice (delivered personally, mailed, emailed or faxed) or by a telephone conversation with each Director. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as may be otherwise provided by law or by Articles of Incorporation or by these Bylaws, neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting. Section 4.
A majority of the Board shall constitute a quorum for transacting business at any Board meeting. Section 5.
Manner of Acting
At a meeting at which a quorum is present, the act of a majority of those present shall be the act of the Board and the same is required for the removal of any Director or Officer. In any matter, a majority is required to give its approval. Such approval can be evidenced by fax, mail, email, Internet, conference call, or a vote given in person or by proxy at a meeting, regular or special, of the Board. Section 6.
Informal Action by Directors
Any action which may be taken at a meeting of the Directors, or which is required by law to be taken at such meeting, may be taken without a meeting if all the Directors sign a consent in writing which sets forth the action so taken. ARTICLE VII.
Selection of Officers
The Officers of the corporation shall minimally consist of a President, Treasurer and Secretary. In addition, the Board may elect or appoint such other officers as it deems desirable, such officers to have the authority and perform the duties prescribed by the Board. Officers shall be elected by a majority vote of the Board sitting in a regular quorum. The same person may hold two or more offices, except for the offices of President and Treasurer. Only members of the Board may serve as Officers. Section 2
Term of Office
Officers shall serve for a term of one year beginning on January 1st of each year, provided, however, an officer shall serve until a successor is duly elected as provided herein. Section 3.
Removal of Officers
Any officer elected by the Board may be removed by a majority present at a meeting at which a quorum
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is present, whenever in its judgment such removal would serve the best interest of the corporation. Section 4.
Vacancies shall be filled upon a majority vote of the Board sitting in a regular quorum, for the unexpired term of that office. Section 5.
The President shall be the principal executive officer of the corporation and shall in general supervise and control all of its business and affairs, including supervising the Executive Directo. The President shall preside at all Board meetings. The President may sign, with the Treasurer, Executive Director or any other proper Officer of the corporation authorized by the Board, any legal, financial, or other documents which the Board has authorized be executed. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. Section 6.
In the absence of the President, or in the event of the President's inability or refusal to act, the VicePresident shall perform the duties of President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. In addition, the Vice-President shall perform such other duties as from time to time the President or the Board may assign her or him. Section 7.
The Treasurer shall have charge and custody of and be responsible for all funds of the corporation. The Treasurer shall receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all monies in the name of the corporation in such banks or other depositories as shall be selected in accordance with the provisions of Article IX of these bylaws. In general, the Treasurer shall perform all the duties incident to the Office of Treasurer, along with such other duties as from time to time may be assigned to the Treasurer by the President or the Board. Section 8.
The Secretary shall have charge and custody of the corporate minute book and shall take minutes of every meeting of the Board, transcribe minutes, and keep them in the minute book. In addition, the Secretary shall provide each Director a written copy of the minutes of the immediately previous meeting of the Board prior to the next regularly scheduled meeting of the Board.
In general, the Secretary shall perform all the duties incident to the Office of Secretary, along with such other duties as from time to time may be assigned to the Secretary by the President or Board. ARTICLE VIII.
The Board may by resolution designate members of the Board to constitute committees.
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Such Committees shall consist of one or more Directors, and shall be able to exercise the authority of the Board to the extent provided in such resolution. In addition the Board may by resolution designate other committees which would not be able to exercise the authority of the Board. The Board shall appoint members of the committees, who may be other than Directors. Examples of Committees include but are not limited to: Board Development Committee - organizes and conducts new Board member recruitment, sets up conditions for current Board members to move into officer positions, creates and conducts new Board member training. Executive Committee - made up of Board officers, oversees the organization, coordinates other committees, makes sure all legal requirements are fulfilled, oversees the Executive Director and makes policy recommendations to the full Board. Finance Committee - led by the Board Treasurer; oversees the management of finances, recommends and implements investments, oversees/has final approval of tax returns and bookkeeping/CPA services, and manages financial audits, including choosing the auditor. Fundraising Committee - authorized to plan special events, capital campaigns, write grant applications, cultivate major donors and develop other income opportunities. Maintains relationships with donors and creates new ones with potential donors. Land Committee - responsible for fee land and easement stewardship, enforcement and acquisitions. The committee recommends and implements land management strategies, audits new easements and handles issues that come up on these properties. Outreach Committee - contacts and engages community members and leaders about the Land Trust, its activities and needs, seeks out and accepts speaking engagements, attends community meetings, writes press releases, newsletter and creates and distributes promotional materials; coordinates and conducts events like outdoor education and field days. ARTICLE IX.
The corporation may have members, whose eligibility for membership shall be determined by the Board. The Board shall include at least the following criteria in establishing eligibility for membership: (1)
The Board may name charter members of the corporation. Such charter members shall be
persons known to the Board to be committed to the enjoyment, understanding, and protection of farm, ranch, and open space land from the effects of urban development. (2)
The Board may require membership dues or other conditions of membership in the future.
General members shall not be eligible for voting for purposes of electing members of the Board. General members may recommend nominations to the Board.
ARTICLE X. Section 1.
Execution of Legal and Financial Instruments Contracts
The Board may authorize any officer or officers, agent or agents of the corporation (including the executive director), in addition any officer(s) 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. Such authority may be general or confined to specific instances.
Pines & Prairies Land Trust Bylaws Section 2.
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Checks and Drafts
All checks, drafts or orders for the payment of money, notes, or other evidence 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 shall from time to time be determined by resolution of the Board. In the absence of such determination, all such instruments in an amount exceeding $1,000.00 shall be signed by the Treasurer and countersigned by the President or Executive Director. Section 3.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks or other depositories as the Board may select. Section 4.
The Board may accept on behalf of the corporation a gift, bequest, or devise for the general purpose at any reasonable time. ARTICLE XI.
Books and Records
The corporation shall keep correct and complete books and records of accounts, shall keep minutes of the proceedings of its Board and of any committees appointed by the Board, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and unconfidential records of the corporation may be inspected by any director or his/her agent or attorney for any purpose at any reasonable time.
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year. ARTICLE XIII.
Amendment to the Bylaws
These bylaws may be altered, amended, or repealed; and new bylaws may be adopted at either a regular meeting or a special meeting by a majority of the directors present at a meeting at which a regular quorum is present if at least one weekâ€™s notice is given of an intention to alter, amend, repeal these bylaws or to adopt new bylaws at such meeting. Adoption may also occur by electronic vote of the majority of the Board. ARTICLE XIV.
Upon dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable, scientific, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
Amended May 13, 2009, June 8, 2011, April 11, 2012, January 12, 2016, August 5, 2017.