The name of this organization shall be the DEL RIO HOST LIONS CLUB FOUNDATION, INCORPORATED, hereinafter referred to as the Foundation.

     The objectives or which this Foundation is organized are:

     To foster and perpetuate the Foundation as a medium for informing and educating the public on the important role of assistance to their fellow man through charitable and philanthropic actions and through scientific research.

     To acquire property, real or personal, which will contribute to the achievement of those worthy goals.

     To do all other things which will tend to support the charitable, philanthropic, and scientific research projects of the International Association of Lions Clubs and in particular, the Del Rio Host Lions Club.

     SECTION 1.  Principal Office.  The principal office of the Foundation shall be located in the city of Del Rio, Texas.

     SECTION 2.  Registered Office.  The Foundation shall maintain 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 shall be identical with the principal office in the State of Texas.

     Section 1.  Membership.  Membership shall be open to all persons interested in participating in the objectives of the Foundation as stated in ARTICLE II, whose application is accepted and approved in accordance with the following sections of this ARTICLE.

     Section 2.  Classes of Membership.  The Foundation shall have two classes of members.  The designation of such classes and the qualifications and rights of the members of each follows:

     (a)  Active Members.  All members of the International Association of Lions Clubs in good standing, who shall in addition to paying their Lions Club dues, contribute Foundation dues in an amount to be set annually by the Board of Directors* and whose application is approved in accordance with Section 3 of the ARTICLE, shall be deemed an Active Member.
     *Note:  Hereinafter “Board of Directors” may be referred to as the “Board.”

     (b)  Associate Member.  Any reputable or responsible person whose age shall exceed 18 years, and whose application is approved in accordance with Section 3 of this ARTICLE shall be accorded all rights of the associate member.  Associate members shall not be entitled to vote as a member, and shall not be entitle to hold an elective office.  Associate members shall qualify under the following categories.
     (1)  Sponsor Member.  All non-Lions who contribute to the Foundation in any fiscal year, the sum of $25.00 or more may hold this membership.
     (2)  Life Member.   All persons, firms and organizations (other than Lions Clubs) who contribute to the Foundation$100.00 or more may hold this membership.
     (3)  Honorary Member.  Any reputable or responsible person show unselfish contribution to the achievement of the objects of this Foundation is so outstanding as to justify such recognition by the Board.

     Section 3.  Election of Certain Classes of Members.  A properly executed application accompanied by the prescribed dues shall be submitted to the chairman of the membership committee.

     By majority vote of the committee members present at such meeting, the application will be forwarded t the Board with either a favorable or unfavorable recommendation attached.

     No applicant shall become a member of the Foundation unless elected to such membership by the Board.  An affirmative vote of two-thirds of the directors present and voting shall be required for election.

     Section 4.  Voting Rights.  Each Active Member in good standing shall be entitled to one (1) vote in all affairs of the Foundation.  Cumulative voting shall not be permitted.

     Section 5.  Termination of Membership.    See ARTICLE XIII, Section 4, Default Termination of Membership.

     Section 6.  Suspension or Expulsion of Members.  The Board, by affirmative vote of two-thirds of the directors present and voting after appropriate notice and hearing may suspend or expel any member for cause including but not limited to the following:
     (a)  Any act or conduct which may cause disrespect for or lack of public confidence in the Foundation.
     (b)  Violation of any provision of these By-Laws or any Rule, Regulations, or Order adopted pursuant thereto.

     Section 7.  Resignation.  Any Member may resign by filling a written resignation with the secretary of the Foundation but such resignation shall not relieve the member so resigning of the obligation to pay dues or other charges theretofore accrued and unpaid.

     Section 8.  Transfer of Membership.  Membership in this Foundation is not transferable or assignable.

     Section 9.  Cessation of Property Interest.  All rights, title, and interest, both legal and equitable, of a member in and to any property of the Foundation shall cease in the event of any of any or either of the following:

     (a)  The expulsion of such member.
     (b)  Termination of membership on becoming ineligible therefore.
     (c)  Failure to pay any dues owed the Foundation.
     (d)  Death or resignation.

     Section 1.  General Powers.  The government of the Foundation and the management of its affairs shall be vested in a Board of Directors.

     Section 2.  Number, Tenure and Qualifications.  The number of directors, their tenures of office and qualification shall be as follows:

     (a)  Elected Directors.  The Board of Directors shall be elected by a majority of the active members in good standing at the annual business meeting.  There shall be nine (9) directors.  The nine (9) directors shall be divided into three (3) classes.  The first class shall initially serve for a term of one (1) year, the second class shall initially serve for a term of two (2) years, and third class shall serve for a term of three (3) years.  Thereafter, all directors shall serve for a term of three (3) years.  One of the three classes of directors shall stand for election annually.  The terms of all directors shall being on July 1st, following their election.  No director shall serve more than two (2) successive terms of office.

     (b)  Officers of the Foundation.  The chairman of the board, vice-chairman, secretary, and the treasurer of the Foundation shall be directors, provided, however, no executive officer of the Foundation shall be a director.

     (c)  Committee Chairman.  Chairman of Foundation committees shall be directors, ex-officio, without the privilege of voting.

Note:  Sub paragraph (d) below incorporates the language of the Amendment dtd. June 5, 2003, subject Appointed Director:

     (d)  Appointed Director.  Each Chairman of the Board shall have the right to appoint one (1) director during his term of office.  The appointed director shall serve only during that chairman’s term of office in an advisory position and shall not have a vote.  At the end of this period he may run for election for director for a period limited to two (2) successive terms of office.

     Section 3.  Regular Meetings of the Directors.  The Board shall meet at least once each month during the fiscal year, such meetings shall be known as and referred to herein and in the records of the Foundation as the Regular Monthly Meeting of the Board.

     Section 4.  Special Meetings.  Special Meetings of the Board may be called by or at the request of the chairman or by any three directors.  Directors may unite in a petition to call such meeting or individually address written requests to the Foundation.  Upon receipt of such petition or written request from the required directors, the chairman shall notify each director in writing or in person, of such meeting, fixing the time and place thereof not less than two nor more than fourteen days from the date of such notice.  Provided, however that unless an emergency exists, special meetings shall be called at a time which shall not conflict or interfere with the annual business meeting and the regular monthly meetings of the Board.

     Section 5.  Notice.  At a reasonable time prior thereto, notice of any meeting of the Board stating the purpose, place, day and hour of any such meeting, shall be delivered by U.S.P.S. mail, e-mail, personal contact, facsimile or notice in a local newspaper, to each director at the address shown in the records of the Foundation.  If by U.S.P.S. mail, such notice shall be deemed to be delivered when deposited I the United States Mail in a sealed envelope so addressed, with postage thereon prepaid.  Attendance of any 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 because the meeting is not lawfully called or convened.

     Section 6.  Quorum.  At any meeting of the Board five (5) directors shall constitute a quorum for the transaction of business.

     Section 7.  Manner of Acting.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the ct of the Board, unless the act of greater number is required by these By-Laws.

     Section 8.  Advice of General Membership.  The Board shall from time to time seek the opinions and advice of the general membership on matters of great importance in such manner as my be convenient and shall take such information into consideration in their deliberations.

     Section 1.  Foundation Officers.  The officers of the Foundation shall be a Chairman of the Board, Vice-Chairman, Secretary, and Treasurer.

     Section 2.  Election and term of Office.  Terms of all officers of the Foundation shall be for one calendar year beginning on July 1st following the annual business meeting at which such officers are elected.

     Section 3.  Removal.  Any officer may be removed by the Board whenever, in its judgment, the best interests of the Foundation would be served thereby, but such removal shall be without prejudice to contract rights, if any, of the officers so removed.

     Section 4. Vacancies.  If the office of chairman shall become vacant for any reason, the vice-chairman shall advance in office.  In event of a vacancy in the office of vice-chairman, such office shall remain vacant and be filled at the next annual meeting of the Foundation.  In event of a vacancy in any other office, the Board shall appoint a member to fill the unexpired term.

     Section 5.  Chairman of the Board.  The Chairman of the Board shall be the principal officer of the Foundation and shall in general supervise all of the business and affairs of the Foundation.  He shall preside at all meetings of the directors.  He shall sign, with the secretary or other proper officer of the Foundation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the directors authorize to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board, by these By-Laws, or by statue to some other officer or agent of the Foundation; and in general he shall perform all duties incident to the office of chairman and such other duties as my be prescribed by the Board from time to time.  No person shall be qualified to serve as chairman unless and until he shall have been an Active Member of the Foundation and a director at the time of his election.

     Section 6.  Vice-Chairman.  The vice-chairman shall, when necessary, perform the duties of the chairman, and shall succeed the chairman in the event of death, disability, removal from office, or resignation of the chairman.

     Section 7.  Secretary.  The secretary shall:  keep or cause to be kept the minutes of the meetings of the directors in one or more books provided for that purpose;  cause to be issued all notices in accordance with the provisions of these By-Laws or as required by law; be custodian of the Foundation records and the seal of the Foundation and see that the Seal of the Foundation is affixed to all documents the execution of which on behalf of the Foundation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep or cause to be kept a register of the postal and other addresses of each member which shall be furnished to the secretary by such member; and in general perform all duties incident to the office of secretary such other duties as from time to tome may be assigned to him by the chairman.

     Section 8.  Treasurer.  The treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for or cause the same to be done for monies due and payable to the Foundation from any source whatsoever and deposit or cause to be deposited all such monies in the name of the Foundation in such banks, trust company or other depositories as shall be selected in accordance with the provisions of ARTICLE XI of these By-Laws; and in general perform all the duties as from time to time may be assigned to him by the chairman or by the Board; provided, that the treasurer shall be Chairman of the Foundation’s Budget & Finance Committee.  The treasurer, at the discretion of the Board, need not be an elected director if he is a Lion in good standing.

     Section 9.  Fidelity Bonds.  The chairman, secretary, treasurer, and other agents and employees whose duties require their handling any funds of the Foundation shall give such bond for the faithful performance of their duties as may be prescribed by the Board, the premiums on said bonds to be paid by the Foundation, if so prescribed.

     Section 1.  Associate Committees.  There shall be such committees of the Foundation as shall be designated and from time to time by the Board, subject to the following:

     (a)  Membership.  The chairman, as soon as practicable after taking office, shall appoint all members of all committees established by the Board and shall be an ex-officio member of all committees.  The chairman shall also have the authority to remove from membership on any committee any member not performing his duties, such removal being subject to approval of a majority of directors.

     (b)  How Established.  At the first meeting of the Board after the adoption of these By-Laws, directors by resolution may establish as committees of this foundation the following:

     (1) Budget & Finance; (2) Constitution & By-Laws; (3) Long Range Planning; (4) Membership; (5) Membership Activities; and (6) Nominating.

     Such resolutions of the Board shall set forth the number of members, tenures of office, and jurisdiction of each committee; provided however, that the tenures of office of members of each such committee expires on the last day of the year of the committee’s existence; and provided further, that in the event any committee so established shall become unnecessary or ineffective in carrying out the objectives and purposes of this foundation, the Board is hereby authorized by resolution  to terminate the existence of any such committee and is herby further authorized by resolution to create such other committees as shall become necessary to effectively carryon the objectives and purposes of the Foundation.

     Section 2.  Rules.  Each committee may adopt rules for its own government, not inconsistent with these By-Laws or with rules adopted by the Board; provided, however, any action by a committee shall be subject to approval by the Board.

     Section 3.  Reports.  Unless waived, all committees shall make reports at each meeting of the Board, and annual report shall be made by each committee at eh close of each fiscal year.

     Section 1.  No committee or member thereof shall assume to represent the Foundation or committee before any judicial body in any court or before any other tribunal, unless authorized to do so by the Board.

     Section 2.  No report recommendation or other action of any committee of the foundation shall be considered as the action of this Foundation unless and until it shall have been approved or authorized by the Board.  Any printed material containing any report, recommendation or proposal circulated by a committee of the Foundation shall have clearly indicated thereon that the same does not represent the view of action of the Foundation unless the Board shall have taken approving action with respect thereof.

     Section 3.  The Foundation is non-sectarian and non-partisan and therefore shall not take part in or lend its influence or facilities either directly or indirectly, to such organizations or uses so categorized.

     Section 1.  Contracts.  The Board may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation and such authority may be general or confined to specific instances.

     Section 2.  Checks, Drafts, Etc.  All checks, drafts or orders for the payment of money, or other evidence of indebtedness, issued in the name of the Foundation shall be signed by such officers of the Foundation, and in such manner as shall from time to time be determined by resolution of the Board.  In the absence of such determination, such instruments shall be signed by the treasurer and countersigned by the chairman, but in the absence of either such officer, such instrument may be signed and/or countersigned by the chairman or vice-chairman, and secretary.

     Section 3.  Deposits.  All funds of the Foundation shall be deposited as soon as practical after the receipt thereof to the credit of the Foundation in such banks, trust companies or other depositories as the Board may select.

     Section 4.  Gifts.  The Board may accept on behalf of the Foundation any contribution gift, bequest or devise for the general purposes or for any special purpose of the Foundation.

     The fiscal year of the Foundation shall begin on the first day of July and end on the last day of June of each calendar year.

     Section 1.  Annual Dues.  The annual dues of Active Members of the Foundation shall be as determined from time to time by the Board.

     Section 2.  Membership List.  For the purpose of calculating and levying annual contributions to the Foundation from the Active Members of the Del Rio Host Lions Club, the membership roster of the Club shall govern.

     Section 3.  Payment of Dues.  All dues collected by the Foundation are due and payable to the Foundation in the amounts collected thereof.

     Section 4.  Default and Termination of Membership.  When any member of the Del Rio Host Lions Club does not meet his dues or other obligations for continued membership, as determined by the Board of Directors of the Del Rio Host Lions Club, his membership in the Foundation is automatically terminated.

     Section 1.  The Board shall provide a foundation Seal, which shall be in the form and design adopted by the Directors.

     Section 2.  The Board shall provide a Foundation Logo, which shall be in the form and design adopted by the directors.

     Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act, as amended, or under the provisions of the Articles of Incorporation or by the By-Laws of this Foundation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time sated herein, shall be deemed equivalent to the giving of such notice.

     These By-Laws may be altered, amended or repealed and new By-Laws adopted at any Regular Meeting of the Directors by a two-thirds vote of all directors present and voting, provided a quorum is present and such alteration, amendment or new By-Laws have been delivered to each director at least thirty days prior to the meeting at which such vote is taken.  Notice of such alteration, amendment of new By-Laws given to each director thirty days prior to such meeting shall constitute notice to the membership.

     Section 1.  Authority.  The Board is empowered to issue such regulations as it may from time to time deem necessary to insure the orderly conduct of the Foundation’s affairs and the protection of the Foundation’s property.

     Section 2.  Issuance.  Regulations promulgated by the Board shall be consecutively numbered and published, becoming effective 10 days after approval.

     Roberts Rules of Order, as revised, shall be the Foundation’s final authority on all questions of procedures and parliamentary law to the extent such Rules are not inconsistent with or covered by these By-Laws.

     The order of business of the Foundation and its committees, except when otherwise provided, shall be:
(1)  Call to Order
(2)  Reading the Minutes
(3)  Reports of Officers
(4)  Reports of Committees
(5)  Unfinished Business
(6)  New Business
(7)  Adjournment

ADOPTED AND ENTERED as the amended By-Laws and Constitution of the Del Rio Host Lions Club Foundation, effective on the 8th Day of March, 2005.  Said Adoption took place in Del Rio, Texas and was approved by two-thirds vote of all Directors present, a quorum being in place.

ATTESTED:

////SIGNED///
BILL LANGFORD
Chairman

///SIGNED///
DANIEL S. BURR
Secretary
 

THE FOLLOWING IS AN INFORMATIONAL RENDITION FO THE ORGIGINAL ADOPTION AND ATTESTATION OF THE CONSTITUTION AND BY-LAWS BY THE FOUNDATION BOARD OF DIRECTORS:

     ADOPTED and ENTERED this 22nd day of March, 1995 in the official records of the Foundation as the By-Laws of the DEL RIO HOST LIONS CLUB FOUNDATION, INCORPORATED, to become effective the 22nd day of March, 1995 by a majority vote of all directors present and voting, at the Initial Directors Meeting of the Foundation, at which time a quorum was present, held in Del Rio, Texas.  In testimony of such adoption the undersigned Directors, affix their signature hereto, attested by the Secretary, over the Seal of Foundation.

///SIGNED///            ///SIGNED///
JAMES LONG       LOUY YOUNTS

///SIGNED///                   ///SIGNED///
WILLIAM SCHULER      JOHN CODY

///SIGNED///                  ///SIGNED///
QUINTON ETZEL       ALLEN MACGILLIVREY

///SIGNED///
CLIFFORD CAVENDAR
.

THE FOLLOWING IS AN INFORMATIONAL RENDITION OF THE FIRST AMENDMENT ADOPTED BY THE BOARD OF DIRECTORS.  IT HAS BEEN INCORPORATED INTO THE BODY OF THE AMENDED BY-LAWS.

     A Resolution amending the Constitution and By-Laws of the Del Rio Host Lions Club Foundation, Inc.

     BE IT RESOLVED by the Board of Directors of the Del Rio Host Lions Club Foundation, Inc., that the By-Laws of the Del Host Lions Club Foundation, Inc. are hereby amended as follows:

     Article VI.  Board of Directors is amended by adding the following subsection (d):
 (d) Appointed Director.  Each Chairman for the Board of Directors shall have the right to
 appoint one (1) Director during his term of office.  The appointed Director shall serve 
 only during that Chairman’s term of office in an advisory position and shall not have a 
 vote.  At the end of this period, he may run for election for Director for a period limited 
 to two (2) successive terms of office.

     Approved by the Board of Directors of the Foundation and the members of the Del Rio Host Lions Club, acting in regular session on the 5th day of June, 2003.

 ////SIGNED///
CHARLES LANE
Secretary

///SIGNED///
BILL LANGFORD
Chairman