POATRI ARTICLES 7& 8

ARTICLE 7

INDEMNIFICATION

7.01. WHEN INDEMNIFICATION IS REQUIRED.

The Corporation shall indemnify POATRI Directors, officers, committee and/or task force members, employees, volunteers or agents as follows if the person was, is, or is threatened to be, named defendant or respondent in any proceeding as a result of his/her actions or omissions within the scope of his/her official POATRI capacity, if:

1. The person conducted him/herself with ordinary care and in good faith; and
2. The person reasonably believed that his/her conduct was in POATRI’s best interest.

In case of a criminal proceeding, the person may be indemnified only if he/she had no reasonable cause to believe that the conduct was unlawful. 

7.02. WHEN INDEMNIFICATION IS PROHIBITED.

POATRI shall not indemnify a person who is found liable to POATRI or is found liable to another person or entity on the basis of improperly receiving a personal benefit from POATRI.

7.03. EXTENT AND NATURE OF INDEMNITY.

The indemnity permitted under these Bylaws includes indemnity against judgments, penalties, including excise and similar taxes, fines, settlements and reasonable expenses, including attorney's fees, actually incurred in connection with the proceeding. If the proceeding was brought by or on behalf of POATRI, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.

7.04. PURCHASE OF INSURANCE FOR INDEMNIFICATION.

POATRI shall maintain appropriate insurance to indemnify Directors, officers, committee and/or task force members, employees, volunteers, or agents of POATRI.

7.05.  ADOPTION OF THE REMAINING RELEVANT PORTIONS OF ARTICLE 1396-2.22 and 1396-2.22A OF THE NON-PROFIT CORPORATIONS ACT. 

The remaining relevant portions of Article 1396-2.22 and 1396-2.22A of the Texas Non-Profit Corporations Act are hereby included in this Article.

ARTICLE 8

POATRI BYLAWS

8.01. ADOPTION OF BYLAWS. 

These Bylaws are duly and legally adopted on the date set forth, as evidenced by the signatures of a majority of the Directors.

8.02. AMENDMENTS TO BYLAWS.

1. The Board of Directors may amend these Bylaws, with the exception of any part of Article 3, at any regular or special meeting of the Board by a majority vote of the Board, provided that no amendment is inconsistent with the provisions of the Articles of Incorporation, applicable law, or any covenant or restriction applicable to the property known as Terlingua Ranch.  Any amendments to Article 3 that the Board proposes must be submitted by mailed ballot to the Members for a vote as soon as practical, but in no event later than such time as to have the result of the vote available by the next annual meeting.
2. The Members may change the Bylaws through the Petition process outlined in Section 3.05, provided that no amendment is inconsistent with the provisions of the Articles of Incorporation, applicable law, or any covenant or restriction applicable to the property known as Terlingua Ranch.
3. All amendments made to the Bylaws, whether by a vote of the Board or by a vote of the Members, shall become effective five (5) days after the date upon which the vote to amend the Bylaws is taken.

8.03. LEGAL AUTHORITIES GOVERNING CONSTRUCTION OF BYLAWS.

These Bylaws will be construed under Texas law.  All references in these bylaws to statutes, regulations, or other sources of legal authority will refer to the authorities cited, or their successors, as they may be amended from time to time.

8.04. LEGAL CONSTRUCTION OF BYLAWS.

To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit Corporations.  If any Bylaw provision is held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other provision, and the Bylaws will be construed as if they had not included the invalid, illegal, or unenforceable provision.

8.05. PARTIES BOUND BY BYLAWS.

The Bylaws will bind and inure to the benefit of the POATRI Members, Directors, officers, employees, and agents and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as the Bylaws otherwise provide.

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