MISSION

To promote the creation, restoration, and maintenance of natural habitat in the Trinity River Basin to its fullest potential, and thus allow the native flora and fauna to beneficially flourish, when in turn, will enhance the outdoor recreational opportunities for the citizenry of Texas.

ARTICLE I
NAME AND OFFICES

1.01 Name: The name of this non-profit corporation is THE TRINITY BASIN CONSERVATION FOUNDATION.

1.02 Offices: The corporation may have offices and transact business at such places as the Board of Directors may from time to time appoint or as the purposes of the corporation my require.

ARTICLE II
MEMBERSHIP

2.01 Membership: The corporation shall have two categories of memberships (a) landowner investment and (b) supporting.

2.02 Annual Meeting: An annual meeting of the members shall be held in conjunction with the annual Board of Directors meeting in January of each year at such location selected by the Board of Directors, for the purpose of election of directors. In the event of failure through oversight or otherwise, to hold the annual meeting of Directors in any year in the month herein provided, the meeting may be held at a later date, and any election had or business transacted at such meeting shall be as valid as if had or transacted at the annual meeting in the month herein provided.

2.03 Special Meeting: Special meetings of the members may be called for any purpose by the Board of Directors through a vote in the same manner as the transaction of regular business by the Board of Directors.

2.04 Notice: Notice of any special meeting of the members shall be given in the same manner as provided for notice of any regular or special meeting of the Directors under Paragraph 3.10 of Article III of these Bylaws.

ARTICLE III
BOARD OF DIRECTORS

3.01 Powers: Subject to the limitation of the Articles of Incorporation of the corporation, these Bylaws, under the laws of the State of Texas, the affairs of the corporation shall be managed by the Board of Directors.

3.02 Number of Directors: The authorized number of Directors of the corporation shall be five (5) provided, however, that such authorized number shall be changed (but in no event to a number less than five (5), by an amendment of these Bylaws duly adopted by an action of the Board of Directors of the corporation. Directors must be members of the corporation. Sixty percent (60%) of the Board of Directors shall be private landowners with holdings within the Trinity River Basin. Forty percent (40%) of the Board of Directors shall be derived from state or federal conservation agencies.

3.03 Election and Term of Office: Directors shall serve for three-year terms. Upon unanimous consent of the Board of Directors, a Director who has already served two consecutive three-year terms may be elected to a third term.

3.04 Resignation: A Director may resign at any time by giving written notice to the secretary of the corporation, who shall, advise the Board of Directors of such resignation.

3.05 Removal: An individual Director may be removed from office by the action of the membership.

3.06 Vacancies: A vacancy or vacancies of the Board of Directors occurring for any reason shall be filled by the action of the Board of Directors. Each Director so elected shall hold office for the unexpired portion of the term he was elected to fill, and until a successor is elected and qualified, or until death, resignation or removal of that Director.

3.07 Regular Meetings: Regular meetings of the Board of Directors of the corporation shall be held as such time and place as the Board of Directors shall designate. An annual meeting of the Board of Directors shall be held in conjunction with the Annual Membership meeting in January of each year at the location designated by the Directors. In any event of failure, through oversight or otherwise, to hold an annual meeting of Directors in any year on the date herein provided, the meeting may be held at a later date, and any election had or business transacted at such meeting shall be as valid and effectual as if it had been transacted at the annual meeting on the date herein provided.

3.08 Special Meetings: Special meetings of the Board of Directors for any purpose or purposes shall be held whenever called by the president of the corporation, or if the president is absent or is unable or refuses to act, by any vice president or by any two (2) Directors.

3.09 Place of Meetings: Meetings of the Board of Directors shall be held at any place which may be designated from time to time by the Board of Directors.

3.10 Notices: Notices of any regular or special meeting of the Board of Directors, in each case specifying the place, date, and hour of the meeting, shall be given to each Director seventy-two (72) hours before the time set for the meeting.

3.11 Waiver of Notice: The transaction of any meeting of the Board of Directors, however called and noticed or whenever held, shall be as valid as though had a meeting been duly held after regular call and notice, if a quorum is present and if, wither before or after the meeting, a written waiver of notice of the meeting containing the same information as would have been required to be included in a proper notice of the meeting, is signed by (a) each Director not present at the meeting, and (b) each Director at the meeting that was not lawfully called or convened. All such waivers shall be filed with and made a part of the minutes of the meeting.

3.12 Action Without Meeting: Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if all the Directors consent in writing or email to such action. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors.

3.13 Quorum: More than one-half (1/2) of the Directors in office shall constitute a quorum for the transaction of business.

3.14 Organization: The president of the corporation, or in his/her absence, a chairperson chosen by a majority of Directors present at a duly held meeting at which a quorum is present shall be the act or decision of the Board of Directors unless the law, articles of incorporation, or these Bylaws require a greater number.

3.15 Compensation: Directors shall not receive any compensation for their services. Upon resolution of the Board of Directors, the Directors may receive reimbursement of expenses for attendance at any meetings of the Board or reimbursement for any expenses incurred as a Director.

3.16 Committees: The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate an executive committee and one (1) or more committees each of which, to the extent provided in the resolution shall have and may exercise all the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors in reference in amending the Articles of Incorporation, recommending a voluntary dissolution of the corporation or a revocation thereof, or amending the Bylaws of the corporation.

The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. All members of the executive committee shall be Directors and all members of other committees shall be members of the corporation.

ARTICLE IV
OFFICERS

4.01 Officers and Qualifications: The officers of the corporation shall consist of a President, one (1) or more Vice Presidents (the number to be determined by the Board of Directors from time to time), a Secretary, and a Treasurer, each of whom shall be elected annually by the Board of Directors. The Board may also appoint an Executive Officer and one or more assistant secretaries and assistant treasurers. Each of the officers shall serve until a successor shall be elected or appointed and has qualified. Each officer shall perform the duties usually pertaining to the respective offices and such other duties as may from time to time be prescribed by the Board of Directors or required by the Bylaws.

4.02 Duties of Officers:

(a) The President shall preside at meetings and perform other such duties as are prescribed by the Board of Directors. The President shall sign all contracts and other documents which have been approved by the Board of Directors.

(b) In the absence of the President or upon his inability to act, the Vice President shall perform all of the duties of the President. In the event of a permanent vacancy in the office of President due to death, resignation, or removal, the Vice President shall become the President until the Board of Directors shall have elected a successor. The Vice President shall perform such other duties as are prescribed by the Board of Directors.

(c) The Secretary shall keep a full and complete record or proceedings of the Board of Directors, shall make service of such notices as my be necessary or proper, and shall discharge other duties as they pertain to the office or as prescribed by the Board of Directors. He will keep records of the corporation’s deliberations and actions that are adequate to allow third parties transparent evaluation of its decisions.

(d) The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the corporation and shall deposit or cause to be deposited in the name of the corporation all monies or valuable effects in such banks, trust companies or depositories as shall from time to time be selected by the corporation’s Board of Directors. In general, he shall perform all the duties ordinarily incident to the office of a Treasurer and other such duties as may be assigned to him by the Board of Directors. Upon expiration of his term of office, he shall provide restoration to the corporation of all books, papers, vouchers, money or other property in his possession or custody or under his control pertaining affairs of his office. The signature of the treasurer or a delegate appointed by the Board of Directors shall be required to issue checks. The Treasurer shall supervise and control the keeping of books and the accounts of the corporation and shall prepare, or have prepared, regular financial statements, and annual tax forms and reports. The Treasurer may employ such personnel as may be needed, subject to Board approval, to assist in these duties.

ARTICLE V
INDEMNIFICATION

Any person, his heirs, executors, or administrators, may be defended, indemnified or reimbursed by the corporation for reasonable expenses actually incurred in connection with any action, suit, or proceeding, civil or criminal, to which he or they shall be made a party by reason of his being or having been a Director, officer, or employee of the corporation or of any firm, corporation or organization which he served in any such capacity at the request of the corporation; provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit or proceeding which has been made the subject of a compromise settlement except with the approval of a court of competent jurisdiction, or a majority of the members of the corporation, or the Board of Directors, acting by vote of the Directors, constituting a majority of the full Board of Directors. The foregoing right of indemnification or reimbursement shall not be exclusive or other rights to which such person, his heirs, executors or administrators, may be entitled as a matter of law.

The corporation may, upon the affirmative vote of a majority of the full Board of Directors, purchase insurance for the purpose of defending and indemnifying its Directors, officers and other employees to the extent that such indemnification is allowed in the preceding paragraph. Such insurance may, but need not, be for the benefit of all Directors, officers, or employees.

ARTICLE VI
FISCAL YEAR

The fiscal year for the corporation shall commence on January 1st of each year and end on December 31st of each year.

ARTICLE VII
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS

No director, office, or employee of, or a member of a committee, or person connected with this corporation or any other private individual shall receive at any time any of the net earnings of pecuniary profit from the operations of the corporation, except as provided in Article III, Section 3.15, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation.

ARTICLE VIII
AMENDMENTS

The Board of Directors shall have the power to make, alter, amend and repeal the Bylaws of the corporation by a vote of eighty percent (80%) of the Directors present, provided that due notice has been given the Directors by reading the proposed amendment at the last previous meeting or by direct publication.

ARTICLE IX
EMPLOYEES

No employee of The Trinity Basin Conservation Foundation, Inc. shall serve on the Board of Directors.

ARTICLE X
ADVISORY BOARD

10.01 Members: Each former president of the corporation shall become a member of the Advisory Board automatically, and shall continue in that capacity until his death, resignation, or removal by the Board of Directors. Additional members of the Advisory Board may be elected, from time to time, by the Board of Directors with the approval of the Advisory Board. The Board of Directors may remove any member of the Advisory Board without cause with the approval of the Advisory Board.

10.02 Officers: The Advisory Board shall elect a Chairman and other such officers as the Advisory Board shall deem appropriate.

10.03 Meetings: Meetings of the Advisory Board can be called by the chairman of the Advisory Board or by any two members by giving ten days’ written notice to the members of the Advisory Board.

10.04 Duties: The Advisory Board shall be available at the request of the officers or Board of Directors of the corporation to consider such matters and to render such advice or opinions as shall be referred to the Advisory Board. The actions of the Advisory Board with respect to these regards shall be advisory only and shall not be binding upon the Board of Directors of the corporation.