Unadopted — BYLAWS OF ARMSTRONG PARK CULTURAL DISTRICT FOUNDATION, INC.

Article I: Name & Purpose

  1. Name

    • The name of the organization shall be Armstrong Park Cultural District Foundation, Inc. (“the Foundation”).

  2. Purpose

    • The Foundation is a nonprofit organization dedicated to supporting the designation, development, and sustainability of the Armstrong Park Cultural District through programming, fundraising, and strategic partnerships.

    • The Foundation shall work independently while collaborating with the City of Duncanville, which serves as the official Cultural District Management Entity recognized by the Texas Commission on the Arts (TCA).

Article II: Board of Directors

  1. Composition & Size

    • The Board shall consist of no fewer than five (5) and no more than fifteen (15) members.

  2. Term & Limits

    • Directors shall serve staggered three-year terms and may serve a maximum of two consecutive terms. After a one-year break, a former director may be reappointed.

  3. Election & Vacancies

    • New directors shall be nominated by the Governance Committee and elected by a majority vote of the Board.

    • Vacancies shall be filled by Board appointment for the remainder of the unexpired term.

  4. Attendance & Removal

    • Directors are required to attend at least 75% of scheduled meetings annually.

    • A director may be removed by a two-thirds (2/3) vote for misconduct, failure to fulfill duties, or excessive absences.

  5. Ex Officio Membership

    • The Executive Director shall serve as an ex officio, non-voting member of the Board.

  6. Committees

    • The Board shall establish standing committees as needed, including:

      • Governance Committee – Oversees board recruitment and compliance.

      • Finance Committee – Manages financial policies and reporting.

      • Development Committee – Leads fundraising efforts.

Article III: Advisory Board

  1. The Advisory Board shall consist of individuals with expertise in arts, business, nonprofit management, or community development to provide strategic guidance.

  2. Advisory Board members shall be appointed by the Board of Directors and serve renewable two-year terms.

  3. The Advisory Board shall have no fiduciary responsibility or voting rights but may offer recommendations.

Article IV: Officers

  1. Officers & Terms

    • The officers of the Foundation shall be:

      • President

      • Vice President

      • Secretary

      • Treasurer

    • Officers shall be elected by the Board for two-year terms and may serve up to three consecutive terms.

  2. Duties of Officers

    • President – Presides over meetings, provides leadership, and serves as the official spokesperson.

    • Vice President – Assists the President and assumes duties in their absence.

    • Secretary – Maintains meeting minutes, records, and official documents.

    • Treasurer – Oversees financial management, prepares reports, and ensures compliance with financial policies.

  3. Officer Vacancies

    • If the President position becomes vacant, the Vice President shall assume the role until a formal election is held.

    • If another officer position becomes vacant, the Board shall appoint an interim officer by majority vote.

Article V: Meetings & Decision-Making

  1. Regular & Special Meetings

    • The Board shall hold at least four (4) regular meetings annually.

    • Special meetings may be called by the President or a majority of Directors with at least five (5) days’ notice.

  2. Quorum & Voting

    • A majority of the Board (50% +1) shall constitute a quorum for conducting business.

    • A two-thirds (2/3) vote shall be required for:

      • Financial allocations exceeding $10,000

      • Amending the bylaws

      • Removal of a board member

  3. Electronic Meetings & Remote Voting

    • Meetings may be conducted via videoconference or other electronic means.

    • Remote voting is permitted if all participants have access to the discussion and votes are recorded in the minutes.

Article VI: Financial Management & Oversight

  1. Fiscal Year

    • The fiscal year shall be October 1 - September 30, aligning with the City of Duncanville.

  2. Budget & Financial Reporting

    • The Treasurer, in collaboration with the Finance Committee, shall prepare an annual budget for Board approval before the start of each fiscal year.

    • Quarterly financial statements shall be reviewed by the Board.

  3. Spending & Audits

    • Expenditures over $5,000 shall require Board approval.

    • If annual revenue exceeds $250,000, an independent financial review or audit shall be conducted.

Article VII: Conflict of Interest

  1. Disclosure & Recusal

    • Directors must disclose any financial or personal conflicts of interest and recuse themselves from discussions and votes on related matters.

  2. Annual Statement

    • All Directors shall sign an annual Conflict of Interest Statement affirming disclosure compliance.

  3. Violations

    • Failure to disclose a conflict may result in disciplinary action, including removal by a two-thirds (2/3) vote of the Board.

Article VIII: Amendments

  1. Proposal & Review

    • Proposed amendments must be submitted in writing to the Governance Committee at least 30 days before a scheduled Board meeting.

    • The Governance Committee shall review and present the amendment for discussion before a vote.

  2. Approval Process

    • Amendments require a two-thirds (2/3) majority vote of the Board.

Article IX: Dissolution

  1. In the event of dissolution, all remaining assets shall be distributed to a nonprofit organization that aligns with the Foundation’s mission and is exempt under Section 501(c)(3) of the Internal Revenue Code.