SPOTLIGHT INVESTIGATIVE Setting the Standards “Like state building and fire codes that set the mini- mum standard for their state, ALOA SPAI sets the standard for its divisions.” Section 2. Executive Committee. The Board of Directors may, by a majority vote of its members, designate an Ex- ecutive Committee consisting of three (3) board members and may delegate to such committee the powers and author- ity of the board in the management of the business and affairs of the corpora- tion, to the extent permitted, and except as may otherwise be provided, by provi- sions of law. By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or de- crease but not below two (2) the number of members of the Executive Commit- tee, and fill vacancies on the Executive Committee from the members of the board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corpo- rate records, and report the same to the board from time to time as the board may require. ARTICLE VIII INSTRUMENTS, DEPOSITS AND FUNDS Section 1. Execution of Instruments. The Board of Directors, except as oth- 22 KEYNOTES MARCH 2016 erwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on be- half of the corporation, and such au- thority may be general or confined to specific instances. Unless so autho- rized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. Section 2. Checks and Notes. Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, draſts, promissory notes, orders for the payment of money, and other evidence of indebt- edness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation. Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. Section 4. Giſts.The Board of Directors may accept on behalf of the corporation any contribution, giſt, bequest, or devise for the nonprofit purposes of this corporation. ARTICLE IX CORPORATE RECORDS, REPORTS AND SEAL Section 1. Maintenance of Corporate Records. To be held by the Corporation shall keep at its principal office: 3500 Easy Street, Dallas TX 75247 (a) Minutes of all meetings of direc- tors, committees of the board and meet- ings of the members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, re- ceipts, disbursements, gains and losses; (c) A record of its members, indicat- ing their names, addresses and class of membership held by each member and the termination date of any membership; (d) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspec- tion by the members of the corporation at all reasonable times during normal office hours. Section 2. Corporate Seal. To be held by the Corporation. Section 3. Inspection Rights. Every director shall have the absolute right at any reasonable time to inspect and all books, records and documents of every kind and to inspect the physical proper- ties of the division and shall have no other rights to inspect the books, records and properties of the corporation. Section 4. Reports. The board shall cause any annual or periodic report re- quired by the corporation as requested. ARTICLE X IRS 501 (c)(6) TAX EXEMPT PROVISIONS Section 1. Limitation on Activities. The division has tax exempt status under the corporation’s 501(c)(6) status. Section 2. Prohibition Against Pri- vate Inurement. No part of the net earnings of this division shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and em- powered to pay reasonable compensation for services rendered and to make pay- ments and distributions in furtherance of the purposes of this corporation. WWW.ALOA.ORG
