A copy of the document filed with the State of Texas and IRS that established us as an 501c3 organization.
A Bunch of Short Guys, a Texas-based 501c3 organization
ARTICLE I. Purposes of the Corporation
As set forth in the Articles of Incorporation, the Organization, A Bunch of Short Guys, has been formed for the following purposes: To expand the community of world-class artists and storytellers through education, training offered to the widest range of creative professionals, educators, and students with an array of state of the art techniques and technologies. To accomplish these purposes, the Board shall have the authority to exercise all the powers conferred upon non-profit corporations formed under the laws of the State of Texas, and the United States of America to accomplish its purposes, including but not limited to the power to accept donations of money or property, real or personal, or any interest therein, wherever situated; provided that only such powers be exercised as are permitted to be exercised by a nonprofit corporation which qualifies as a corporation described in Section 501 (c)(3) of the Internal Revenue Code as amended; nor shall it engage directly or indirectly in any activity which would cause the loss of such qualification.
ARTICLE II. Board of Directors
Section 1. General Powers. The Board of Directors of the Organization, A Bunch of Short Guys, shall constitute its governing body. It shall manage, control, and direct the affairs and property of the corporation and subject to these bylaws shall have all powers necessary to carry out the purposes of the Organization as specified in the laws of the United States of America and Texas.
Section 2. Composition of the Board. (a) The members of the initial Board shall be those five persons named as directors in the Articles of Incorporation plus such persons as shall be added to the Board before December 31, 2004. Thereafter, the Board shall consist of not less than three nor more than nine members. The term of all directors shall continue until termination by death, the effective date of resignation, or the date of his/her service period in accordance with these By-laws. (b) Vacancies in the Board of Directors and any Board position to be filled by an increase in the number of directors may be filled at any meeting of the Board upon nomination and a vote of greater than 50% of the members of the Board present at such meeting. (c) A director may resign from the Board at any time by giving notice in writing thereof. A director may be removed by the vote of 2/3 of the Board members present at any regularly scheduled and announced meeting of the Board, provided a quorum of the Board is present. Board members can nominate, and vote to approve by majority vote a maximum of three non-voting members, such as Emeritus, for the purpose of receiving valuable advice from an outside authority whom does not wish, or have the time, for voting membership participation.
Section 3. Meeting of the Board (a) The annual meeting of the Board shall be held in January of each year. A regular meeting of the Board, in addition to the annual meeting shall be held at least once a year. Special meetings of the Board shall be called by the Chairman at the request of the President or at the request of any three Directors. (b) The time and place of all meetings of the Board shall be designated by the Chairman. Meetings may be held either within or without the State of Texas. (c) At least 15 days notice shall be given to each Director of the annual and regular meetings of the Board. Special meetings of the Board may be held if at least 7 days notice is given of such meeting. Any Director may waive notice of any meeting by submitting a signed waiver of notice whether before or after the meeting. (d) Over 50% of the Directors shall constitute a quorum for the transaction of business at any meeting. (e) All matters shall be decided by a vote of over 50% of the directors present at any meeting at which a quorum is present, except as otherwise provided by statute, the Articles of Incorporation or these By-Laws?. (f) Any action which is required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board may be taken by oral agreement without a meeting, if within 7 days after such oral agreement, the text of the resolution or matter agreed upon is sent to all members of the Board and more than 1/3 of the Board do not object to such action in writing within 3 days of the mailing of such text.
ARTICLE III. Committees
Section 1. Executive Committee. The Board of Directors shall designate from its members an Executive Committee consisting of at least three Directors. Except as otherwise required by law or these By-Laws, the Executive Committee shall have all the authority of the Board in the management of regular operations during such time as the Board is not meeting and may authorize the seal of the Corporation to be affixed to all papers which may require it. A quorum for the transaction of business by the Executive Committee shall consist of at least 2/3 of the total membership of the Executive Committee, and decisions shall be made by a more than 50% vote at a meeting at which a quorum is present. The Executive Committee shall keep regular minutes of its proceedings and shall report the same to the Board at regular meetings of the Board or more often if appropriate. A report of any executive proceedings shall be available upon request by any member of the Board. Vacancies in the membership of the Executive Committee shall be filled by the Board at a regular or special meeting.
Section 2. Other Committees. The Board of Directors may create such other committee or committees of its members or other persons which committees shall have such authority as the Board or these By-Laws? direct.
Section 3. The President shall be entitled to participate in meetings of the Board, the Executive Committee, or all other committees but, unless a member of the Board, shall not be entitled to vote.
ARTICLE IV. Officers
Section 1. The Officers of the Corporation shall be a President, a Secretary, a Treasurer, and such other Officers as may be deemed necessary by the Board. Officers shall receive such salary as fixed by the Board and need not be Directors of the Corporation. Any two offices may be held by the same person, except the offices of President and Secretary.
Section 2. The President shall be elected annually by the Board, such election to be conducted at its regular annual meeting. The other Officers shall be appointed annually by the President, subject to the approval of a majority of the Board.
Section 3. The President may be removed, for or without cause, by the Board of Directors at any time. Other officers may be removed for any cause by the President. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4. The President. (a) The President shall be the principal officer of the Corporation and, subject to the control of the Board of Directors, shall perform all duties customary to that office and shall supervise and control all of the affairs of the Corporation in accordance with the purposes of the Corporation and the policies and directives approved by the Board. (b) He may sign deeds, bonds, mortgages, or other instruments and enter into agreements necessary to carry out the objectives of the corporation except where the Board or these By-laws require the signature of some other officer or agent of the Corporation.
Section 5. The Secretary. The Secretary shall be responsible for the keeping of an accurate record of all meetings of the Board of Directors, shall have custody of the corporate seal, see that all notices are duly given in accordance with these By-laws or as required by law, and, in general, perform all duties customary to the office of Secretary.
Section 6. The Treasurer. The Treasurer shall perform all duties customary to that office, shall have the custody of and be responsible for all corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements, assets and liabilities in the books of the Corporation. He shall deposit or cause to be deposited all monies or other valuable effects in the name of the Corporation in such depositories as shall be selected by the Board or Executive Committee.
ARTICLE V. General Provisions
Section 1. Seal. The seal of the Corporation shall be circular in form and shall have inscribed thereon words: A Bunch of Short Guys, State of Texas, and the words: Corporate Seal.
Section 2. Checks. All checks, drafts, or other orders for the payment shall be signed by the Treasurer, or the President in accordance with the By-laws of the Corporation. Neither the President nor the Treasurer may write a check for a single purpose in excess of $500.00. By co-signing together, the President and Treasurer shall not write a check for a single purpose in excess of $1,000.00. Checks in excess of $1,000.00 shall require the approval of more than 50% of the Board.
Section 3. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the purposes of the Corporation.
Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.
Section 5. Auditing of Books. At least one month prior to the annual meeting of the Board of Directors the President shall cause the accounts of the Corporation to be audited by a certified public accountant and a full statement of the finances shall be submitted to each member of the Board.
ARTICLE VI. Amendments
Except as otherwise provided by the Articles of Incorporation or By-laws, these By-laws may be altered, amended, or repealed or new By-laws may be adopted by a vote of at least 2/3 of the total number of Directors at any meeting of the Board, if at least 30 days written notice is given each member of the Board of intention to alter, amend or repeal or to adopt new By-laws at such a meeting.
