Bylaws of

Austin History Center Association, Inc.

As adopted by the Board of Directors on February 19, 2020 revising prior Bylaws

These bylaws constitute the code of rules adopted by the Austin History Center Association, Inc. (hereafter "the Corporation") for the regulation and management of its affairs. The Corporation is a nonprofit corporation organized under the Texas Business Organization Code (referred to as the "Code").

ARTICLE 1

REGISTERED OFFICE AND REGISTERED AGENT

The Corporation shall comply with the requirements of the Code and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation's principal office in Texas. The board of directors may change the registered office and the registered agent as provided in the Code.

ARTICLE 2

PURPOSE

As set out in the Corporation's Articles of Incorporation, "The Corporation is organized pursuant to the Texas Business Organizations Code. The purposes for which the Corporation is organized are exclusively charitable within the meaning of the Internal Revenue Service Code, Section 501 (c)(3), and the Texas Tax Code, Section 11.18, and consist of the following:

(1) To help the community value our past and build a better future by supporting the Austin History Center to achieve excellence in its efforts to serve as the collective memory of Austin and Travis County.

ARTICLE 3

MEMBERSHIP AND MANAGEMENT

The business, property, and affairs of the Corporation shall be managed by the board of directors.
Membership categories may be created by the board of directors, which at its discretion shall determine the terms, obligations and privileges of such membership. Such members shall have no voting rights in the affairs of the Corporation.
Membership of this Corporation shall be open to all persons who are interested in furthering the purposes of the Corporation.
To exercise any rights as members, members must be in good standing, which shall mean that they are current in payment of their membership dues.

ARTICLE 4

ANNUAL MEETING OF THE ASSOCIATION

(1) An Annual Meeting of the Association shall be held in May of each year. At that time, the positions of officers and directors whose terms are expiring shall be filled by elections. In addition, the Board shall conduct such other business as shall properly come before it.

ARTICLE 5

BOARD OF DIRECTORS

Powers - The board of directors ("directors") of this Corporation is vested with the management of the business and affairs of this Corporation, subject to the Texas Business Organizations Code, the Articles of Incorporation, and these bylaws.
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. All board members must be current members in good standing of the Corporation.
Number and Classes of Elected Directors - The board of directors will consist of 11 to 25 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.
1. The immediate past president shall serve as one of the elected officers for a term of one (1) year following completion of the term of office as president;
2. In addition, the board may elect up to three (3) honorary directors who shall serve a term of one (1) year without vote. After serving two consecutive terms, honorary directors must vacate their position for at least one year before being eligible for re-election to another term. No more than three (3) honorary directors may serve on the board at the same time.
The Archivist of the Austin History Center shall be invited to attend all board meetings as a non-voting member of the board.
Term of Directors - Effective June 1, 2020, all directors shall serve terms of three (3) years and after serving three consecutive terms, shall vacate the position for at least (1) year before being eligible for election to another term. To provide for more orderly functioning of the board, initial terms of the board of directors shall be staggered as follows: (1) one-third of the board of directors shall be elected for one-year terms beginning June 1, 2017; (2) one-third of the board shall be elected for two-year terms beginning June 1, 2017, and (3) one- third of the board shall be elected for three-year terms beginning June 1, 2017. Beginning June 1, 2020, all directors shall be able to serve a maximum of nine consecutive years. Directors may be elected for a new nine-year maximum after sitting out one year. For the purpose of computing years of consecutive board service, all calculations shall begin on June 1, 2017, and any board service prior to that date shall not be counted.
Election of directors - Elections for directors filling expired terms shall be held at the last meeting of the fiscal year which shall serve as the Annual Meeting of the board. 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).
Attendance: Any elected director who shall miss three (3) consecutive board meetings shall be deemed to have resigned unless the board shall by resolution determine otherwise. The vacancy shall be deemed to occur effective with the adjournment of the third meeting missed and shall be filled as determined below.
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.
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 days prior to the meeting at which the vote takes place.
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.
Compensation - Directors and officers 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. The board shall establish a policy governing such potential reimbursements at the time it adopts its annual budget. The Corporation shall not loan money or property to, or guarantee the obligation of, any director or officer.

ARTICLE 6

BOARD OF DIRECTORS’ MEETINGS

Place of Board Meetings - Regular and special meetings of the board of directors will be held at any place that the president, or a majority of the elected directors, may designate.
Regular and Special Meetings - Regular meetings of the board of directors shall be held at least four times a year, with one meeting in each quarter or more often if deemed by the board. Special meetings may be called by the president or any three directors.
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 fourteen (14) days 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 ten (10) days notice prior to the meeting. Special meetings held to amend the Articles of Incorporation or bylaws require a ten (10) day written notice specifying the proposed amendment by regular mail or e-mail or facsimile.
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.
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.
Actions Without a Meeting - Any action required or permitted to be taken by the board of directors under the Texas Business Organizations Code, the Articles of Incorporation, and these bylaws may be taken without a meeting, if all directors individually and collectively consent in writing or e-mail or facsimile, setting forth the action to be taken. Such written consent shall have the same force and effect as a unanimous vote of the board.
Duties of Directors - A director shall discharge the director's duties in good faith, with ordinary care, in a manner the director reasonably believes to be in the best interest of the Corporation and in any other manner as set forth in the Code, as amended.
Proxy - Proxies shall not be allowed.

ARTICLE 7

OFFICERS

Roster of Officers - The Corporation shall have a president, first vice-president, second vice-president, secretary, treasurer, immediate past president and such other officers as may be elected by the board from amongst its members. As members of the board of directors, officers shall be governed by all portions of these bylaws which relate to board members. No two offices shall be held by the same person.
Election, Removal and Term of Office - All officers shall serve one-year terms. The election shall be conducted at the board of directors' last meeting of the fiscal year and following the election of the new board of directors filling expired terms, or as soon as practical thereafter.
1. Officers shall remain in office until their successors have been selected.
2. After serving three consecutive terms, officers must vacate their positions for at least one year before seeking re-election to another term in that position. They may be elected to a different officer position immediately upon completion of their service.
3. The election of officers shall be by majority vote of the board of directors attending the meeting.
4. Any officer 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 officer under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place.
Vacancies - If a vacancy occurs during the term of office for any elected officer, for whatever reason, 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.
President - The president will perform all duties incident to such office and such other duties as may be provided in these bylaws or as may be prescribed from time to time by the board of directors. Presidents shall

preside at all board meetings and shall exercise parliamentary control in accordance with Roberts Rules of Order.
serve as an ex-officio member of all standing committees, unless otherwise provided by the board of directors or these bylaws.
appoint, subject to board approval, all chairs and members of Corporation committees.

5. First Vice-president - The first vice president shall

act in place of the president in the event of the president's absence, inability, or refusal to act, exercise and discharge such other duties as may be required by the board, serve as parliamentarian and interpret any ambiguities of the bylaws.

6. Second Vice-president - The second vice-president shall have such responsibilities as may be defined by the board.

7. Secretary - The secretary will, in coordination with the executive director, where appropriate

will perform all duties incident to the office of secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws.
shall attest to and keep the bylaws and other legal records of the Corporation, or copies thereof, at the principal office of the Corporation;
shall take or ensure that someone takes minutes of all meetings of the committees and board of directors, and shall keep copies of all minutes at the
principal office of the Corporation; shall keep a record of the names and addresses of the directors at the principal office of the Corporation;
shall, with the approval of the board of directors, set up procedures for any elections held by the Corporation;
shall keep a record of all votes cast in such elections;
shall ensure that all records of the Corporation, minutes of all official meetings, and records of all votes, are made available for inspection by any member of the board of directors at the principal office of the Corporation during regular business hours;
shall see that all notices are duly given in accordance with these bylaws or as required by law;
shall see that all books, reports, statements, certificates, and other documents and records of the Corporation are properly kept and filed.

In the case of the absence or disability of the secretary, or the secretary's refusal or neglect to fulfill the duties of secretary, the second vice president shall perform the functions of the secretary.

8. Treasurer –

a. The Treasurer will, in coordination with the executive director, where appropriate

have charge and custody of all funds of the Corporation,
oversee and supervise the financial business of the Corporation,
render reports and accountings to the Directors as required by the Board of Directors, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be assigned from time to time by the Board of Directors.

b. The Treasurer shall give to the Corporation a bond with one or more sureties for the faithful performance of the duties of the office and for the restoration to the Corporation--in the case of his or her death, resignation, retirement, or removal from office--all books, papers, vouchers, money, and other property of whatever kind in his or her possession or under his control belonging to the Corporation. The amount of the bond shall be determined by the Board of Directors. S/he and the staff of the Corporation shall devise a plan providing for the acceptance and disbursement of all funds of the Corporation which shall be approved by the Board of Directors.

c. The Treasurer, with the approval of the Board of Directors, shall set up all checking, savings, and investment accounts of the Corporation and deposit all such funds in the name of the Corporation in such accounts.

d. The Treasurer's signature shall be the authorized signature for all checking, savings, and investment accounts of the Corporation unless the Treasurer, with the approval of the Board of Directors, designates another member of the Board of Directors or employee of the Corporation as the authorized signatory for a particular type of disbursement.

e. The Treasurer shall prepare a monthly report for the Board of Directors, providing an accounting of all transactions and of the financial conditions of the Corporation.

f. The Treasurer shall keep all financing records, books, and annual reports of the financial activities of the Corporation at the principal office of the Corporation and make them available at the request of any Director or member of the public during regular business hours for inspection and copying.

Article 8

COMMITTEES

Executive Committee - The president, vice presidents, treasurer, secretary and immediate past president of the Corporation shall constitute the executive committee. The executive committee may select two members of the board of directors to serve as an at-large member of the executive committee. The Austin History Center Archivist shall serve as a non-voting member of 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.
Standing or Temporary 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. Such entities shall be formed by board resolution wherein their responsibility, authority and time frame shall be clearly stated.

ARTICLE 9

CODE OF ETHICS

The Corporation and its directors and employees will comply with the following Code in all of their actions. As long as the Corporation is in existence, no director, officer or employee of the Corporation shall:

do any act in violation of these Bylaws or a binding obligation of the Corporation;
do any act with the intention of harming the Corporation or any of its operations;
do any act that would make it unnecessarily difficult to carry on the intended or ordinary business of the Corporation;
receive an improper personal benefit from the operation of the Corporation;
use the assets of this Corporation, directly or indirectly, for any purpose other than carrying on the business of this Corporation;
wrongfully transfer or dispose of Corporation property, including intangible property such as goodwill; and
use the name of the Corporation (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of the Corporation's mission.

ARTICLE 10

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 11

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 compensated as shall be determined by the board of directors,
be subject to such supervisory powers as are vested in the board of directors,
supervise, direct, and control the business of the Corporation and actively manage its business, and have such other powers and duties as may be prescribed by the board of directors or by these bylaws,
be subject to annual evaluation by the Executive Committee.

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 executive committee.

ARTICLE 12

WATERLOO PRESS

The Waterloo Press is a division of the Corporation. It is engaged in the publication of materials from the Austin History Center and elsewhere as they pertain to Austin and Central Texas. The assets of Waterloo Press and the proceeds of sales of books and other materials it publishes will be devoted to further publication (with the goal of being self-sustaining) of materials from the Austin History Center or related to the history of Austin. The purpose of these publications will be to further the public's knowledge and enjoyment of the collections of the Austin History Center.
An accounting of funds and other assets of the Waterloo Press shall be maintained by the Corporation. An accounting of funds and other assets of the Waterloo Press shall be maintained by the Corporation and shall be shown separately on all reports.
A member of the board of the Corporation shall serve as acting editor-in-chief of the Waterloo Press. The archivist of the Austin History Centers shall serve as advisory editor to the Waterloo Press.
The Waterloo Press committee, comprised of board and non-board members, shall be responsible for operation of the Waterloo Press, including evaluation and acquisition of projects, editing, oversight of production, and marketing of the project.
The acting editor-in-chief shall appoint an ad hoc advisor committee for each publication contemplated to evaluate the project in terms of relevance, excellence, and marketability.
All publications must be approved by the archivist and the board of directors.

ARTICLE 13

INDEMNIFICATION

Insurance - The Corporation will provide indemnification insurance for its board members, and the board shall select the amount and limits of such insurance policy.
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 the person (or by the heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein.
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 14

OPERATIONS

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 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.
Disbursement of Funds - Financial Transactions which have a value of $5,000 or more if not included in the annual budget 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 expenditures 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 $1000 disbursing funds from any of the Corporation's accounts shall require the signatures of at least two individuals as authorized by Board resolution. For purposes of this clause, "signature" shall include electronic approval
Procurement Policy - The Corporation shall adopt and abide by a procurement policy which shall be an addendum to these bylaws.
Records - The Corporation will keep correct and complete records of accounts 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.
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. The Corporation shall keep correct and complete books and records of account.
Deposits - All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies, or other depositories that the board of directors selects.
Fiscal Year - The fiscal year of the corporation shall be June 1 to May 31.
Audit - The Corporation may have an annual audit or financial review by an independent CPA.

ARTICLE 15

CONFLICTS OF INTEREST

The purpose of the conflict of interest policy is to protect this tax-exempt organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Definitions:

a. Interested Persons - Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

b. Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family,

(1) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;

(2) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or

(3) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

2. Procedures:

a. Duty to Disclose - In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement;

b. Determining Whether a Conflict of Interest Exists - After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

c. Procedures for Addressing the Conflict of Interest

An interested person may make a presentation at the governing board or committee meeting, but after the presentation, that person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest;
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement;
After exercising due diligence, the governing board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conf1ict of interest;
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conf1ict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

3. Violations of the Conflicts of Interest Policy:

If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

4. Records of Proceedings - The minutes of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed;

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

5. Compensation:

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation;

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

6. Annual Statements - Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy;

b. Has read and understands the policy;

c. Has agreed to comply with the policy; and

d. Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

7. Periodic Reviews - To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax- exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

8. Use of Outside Experts - When conducting the periodic reviews as provided for in Section 7, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE 17

DISSOLUTION OR SALE OF ASSETS

A two-thirds (2/3) vote of the board of directors shall be required to dissolve the Corporation. Upon dissolution of the Corporation, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to the Austin History Center. No part of the net assets or net earnings of the Corporation shall inure to the benefit of or be paid or distributed to an officer, director, member, employee, or donor of the Corporation.