Management & Powers
Subject to its Articles of Incorporation and Bylaws, the corporation shall be governed and managed by its Board of Directors.

Number & Qualifications
The number of directors shall not be less than three (3) nor more than fifteen (15) whose number shall, from time-to-time, be fixed by the Board of Directors.

Election; Vacancies
At the expiration of the term of each member, that member or a successor member shall be elected for a three (3) year term. The election shall be by the Board of Directors at the annual meeting. So far as practicable, the terms of one-third (1/3) of the Directors shall expire each year. Vacancies of the Board of Directors, however caused, may be filled for the unexpired portion of the term so vacated by election by the Board of Directors at any meeting, annual or special. Each Director shall serve until his/her successor shall have been elected and accepted as a Director.

Regular Meetings
Regular meetings of the Board of Directors shall be held as often as once every month or at the call of the President or Vice President of the Board of Directors. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without notice other than such resolution.

Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or Vice President of the Board of Directors, at any time and place specified in the notice of the meeting. Notice stating the day, place and hour of any special meeting shall be given to each Director in advance of any meeting.

Quorum; Voting; Unanimous Consent
Unless otherwise provided herein or by law, a majority of the qualified Directors shall constitute a quorum for the transaction of any business meeting. Any business shall be transacted by a majority of the Directors of record present at any meeting at which a quorum is present.

Compensation
Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation thereof. [see Note 3 below].

Informal Action by Directors
Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by a majority of Directors of record.

Advisory Council
By resolution, the Board of Directors may create, and once created may dissolve, an Advisory Council, who shall serve at the pleasure of the Board of Directors in an advisory capacity only. The number, tenure, qualifications and duties of the Advisory council shall be as provided by the Board of Directors from time-to-time by appropriate resolution.

Officers
The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer, and such other officers as may be elected in accordance with provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time-to-time, by the Board of Directors.

Election and Term of Office
The officers of the corporation shall be elected annually by the Voting Members in attendance at one of the corporation’s regular meetings. Each officer shall hold office for a one-year period or until his successor shall have been duly elected and shall have qualified. New offices may be created and filled at any meeting of the Board of Directors.

Removal
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interest of the corporation would be served thereby.

Vacancies
A vacancy in any office because of death, resignation, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

President
The President shall preside at all meetings of the Directors and the members, and, in general, he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Vice President
In the absence of the President the Vice President shall preside at all meetings of the Board of Directors and the members and in general shall perform such other duties as prescribed by the Board of Directors from time-to-time.

Treasurer
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks or other depositories as shall be selected in accordance with the provisions of Article 6 of these Bylaws; and in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

Secretary
The Secretary to the Board of Directors shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; keep a register of the post-office address of each member which shall be furnished to the Secretary by each member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

Notes:
1. [The] TYLER CATHOLIC SCHOOL FOUNDATION is exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code… This exemption was granted in JANUARY 1985 and remains in full force and effect. Contributions to your organization are deductible in the manner and to the extent provided by section 170 of the code.
2. The TCSF is audited annually by an outside firm to ensure proper conduct of the Foundation’s business.
3. Presently the only Director being compensated by the TCSF is the part-time position of Executive Director.