Constitution and By-Laws OfPAKISTAN SOCIETY OF NORTH TEXAS(Not For Profit Association)(PSNT)
ARTICLE I
1.1 PRINCIPAL OFFICE The principal office of the Association in the state shall be located in the Dallas-Ft. Worth metroplex area. The Association may have other offices as the Executive Committee may determine from time to time.
1.2 REGISTERED OFFICE The Principal Office of the Association shall be the registered office of the Association or as such place as the Executive Committee may from time to time decide.
ARTICLE II
2.1 OBJECTIVES The objectives for which the Association is organized are as follows, including but not limited to:
(a) To promote the Pakistan languages and cultures on non-political basis.
(b) To promote education of children of members and interested non-members in Pakistan Culture.
(c) To participate in promoting Pakistan cultural programs in collaboration with other organizations as determined by the Executive Committee.
(d) To celebrate Pakistan festivals, organize social and cultural gatherings.
(e) To make donations exclusively for charitable, religious, scientific, literary, or educational purposes directly or by consultation to organizations that qualify as exempt organizations under Section 501 of the Internal Revenue Code of 1954 and it's Regulations as they now exist or as they may hereafter be amended, as determined by the Executive Committee.
(f) No part of the net earning of the Association shall inure to the benefit of any director of the Association, officer of the Association, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Association affecting one or more of its purposes), and no director or officer of the association, or any private individual shall be entitled to share in the distribution of any of the Associations assets on dissolution of the Association. No substantial part of the activities of the Association shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Furthermore, the Association shall not engage in activities which are disallowed under Section 501 (c) (4) of the Internal Revenue Code and its regulations as they now exist or may be in hereinafter amended. The Association is organized pursuant to the Texas Non-Profit Corporation Act and does not contemplate pecuniary gain or profit and is organized solely for nonprofit purposes.
(g) The Association shall distribute its income for each taxable year at such time and in such manner as not be become subject to tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
(h) The Association shall not engage in any act of self dealing as defined in Section 4943 (c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
(i) The Association shall not retain any business holdings as defined in Section 4941 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
(j) The Association shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
(k) The Association shall not make any taxable expenditures as define in Section 4945 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent tax laws.
(l) Not withstanding any other provisions of these Articles of Incorporation, the Association shall not conduct or carry on ant activities not permitted to be conducted or carried on by any organization except from taxations under Section 501 of the Internal Revenue Code and its Regulations as they now exist or as they hereafter be amended.
(m) Upon dissolution of the Association or the winding up of its affairs, the assets of the Association shall be distributed exclusively to charitable, religious, scientific, testing for public safety or educational organizations which would then qualify under the Provisions of Section 501 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
ARTICLE III
3.1 MEMBERSHIP The membership of the Association shall be open to all individuals or families sharing and or subscribing to the objectives of the association and shall be at least 18 years of age and free of ant felony convictions. Membership will consist of the following categories:
3.1.A. Voting Members
(a) Life voting member: Pays a one time life membership fee of $100.00 per individual or $200.00 per couple. The membership fee may be revised in the future as deemed.
(b) General voting member: Pays an annual membership fee of $7.50 per individual and $15.00 for a couple. The membership fee may be revised in the future as deemed. This membership must be renewed annually by paying the annual dues, however, filing of a new application shall not be necessary unless the member information has changed since the last application.
c) The annual dues are for a calendar year and shall not be prorated.
d) The annual dues are payable by Jan. 30 of each year.
e) If the fee remains unpaid after March 31, the membership will be terminated due to non-payment of dues.
3.1.B Non Voting Members
Any nonpaying association member falls in this category. This membership does require annual renewal. Such a member can become a voting member by paying the dues in accordance with by-laws provision.
3.2 DEFINITIONS A. Voting Member in good standing:
a) A member who is not delinquent on dues.
b) A member who has not been expelled or whose membership has not been suspended or cancelled.
c) Membership is not transferable.
B. General Body:
a) All voting members shall constitute the general body.
C. Family Membership:
a) Husband and wife constitute a family membership, which is also inferred as a couple.
3.3A TERMINATION OF MEMBERSHIP
A. Voting membership shall terminate:
(a) Upon resignation in writing duly accepted by the Executive Committee. Membership dues are not refundable upon resignation.
(b) Upon exclusion, suspension or cancellation of any member by the Executive Committee, who has the right to deny, suspend or cancel membership of any individual or individuals who fail to abide by the articles of incorporation or the By-Laws of the association or whose activities are deemed to the proper functioning of the association.
(c) Upon the demise of the member.
(d) Upon conviction of a member for a felony.
3.3B. Termination of non-voting membership
(a) Upon resignation in writing duly accepted by the Executive Committee.
(b) Upon exclusion, suspension or cancellation of any member by the Executive Committee, who has the right to deny, suspend or cancel membership of any individual or individuals who fail to abide by the articles of incorporation or the By-Laws of the association or whose activities are deemed to the proper functioning of the association.
(c) Upon the demise of the member.
(d) Upon conviction of a member for a felony.
3.4 REVISION OF MEMBERSHIP RULES The Executive Committee with the approval of the general body may revise its qualifications for membership admission to the Association. Such revised rules upon approval by the general body shall become part of the by-laws.
ARTICLE IV
MANAGEMENT
4.1 EXECUTIVE COMMITTEE The affairs of the association shall be managed by the Executive Committee. Any voting member is eligible to be an Executive Committee member or member of any committee.
4.2 NUMBER AND TENURE Executive Committee shall consist of President, Vice President, General Secretary, Treasurer and four counselor at large and immediate ex-president. Tenure is defined as calendar year. No executive Committee member shall be elected to serve more than 3 consecutive terms except that this provision will not apply to an immediate past President, who may have previously served as executive committee for two years. General Body by resolution may change the number of Executive Committee members and such change shall not affect the term of the Executive Committee members then in office.
4.3 MEETINGS First meeting of the new Executive Committee shall be held under the authority of these by-laws immediately following the general body meeting, at which they are elected. The Executive Committee may provide, by resolution, the time and place for holding of regular meetings of the Executive Committee without other notice than such resolution. At least one regular meeting shall be held in a timely fashion to review and approve the annual federal or any other tax return of the association as necessary. Subsequent meetings shall be held as necessary to resolve any pending actions until an approved tax return is filed.
Special meetings of the Executive Committee may be called by or at the request of the President or at the request of minimum one-third of the Executive Committee members on a notice of two days, or at a shorter notice if approved by resolution for the duration and term of the Executive Committee.
The meetings of the Executive Committee shall be normally held at the principle office of the Association or at a place within the Dallas-Ft. Worth metroplex area at the discretion of the Executive Committee.
4.4 QUORUM A majority of the Executive Committee shall constitute a quorum for the transaction of business at the meeting of the Executive Committee. A member of the Executive Committee shall not miss more than three consecutive meetings or meetings held within a period of three months whichever is longer. Such member will be replaced on account of absence without any further notice except unless the absence has been previously approved.
4.5 ACTIONS The vote of the majority of the Executive Committee present in person at a Executive Committee meeting shall be the act of the Executive Committee.
4.6 NOTICE OF MEETING Any action required by law or permitted to be taken at a meeting of the Executive committee may be taken without a meeting or consent in writing setting forth the actions so taken shall be recorded and signed by the majority of the Executive Committee.
4.7 VACANCIES/REMOVAL Any vacancy/removal occurring in the Executive Committee shall be filed by the President by nomination of a member in good standing, subject to approval by the Executive Committee for the expired term of the office.
5.1 ANNUAL GENERAL BODY MEETING The annual meeting of members of the Association shall be held on such date or dates as shall be fixed from time to time. A General Body meeting of members shall be held at least once a year to conduct any of the following:
a) To accept the minutes of the previous GB meeting.
b) To receive and consider the President's and Treasurer's reports. (The GB does not pass or approve or disapprove these reports).
c) To elect members to the Executive Committee.
d) To deal with any other business properly presented to the GB.
e) A list of voting members shall be made available at such meeting.
f) Such annual Meetings shall be held in DFW metroplex no later than 21st of Nov., which is also the deadline for election of the Executive Committee.
NOTICE OF MEETINGS
1) The notice of the general body meeting shall be given to all members (one notice per family) at least two weeks before the scheduled date of the meeting, which will also be applicable to the special GB meetings. A notice mailed directly to the last known address of the member or members shall be considered adequate. This notice may be part of a general mailing or other publications of the Association.
2) Unintended omission of such mailing to ant member/family or failure of a member/family to receive such mail shall not invalidate the meeting.
SPECIAL GB MEETING
1) A special meeting of the GB may be called by the President:
a) At the request of the Executive Committee.
b) On receipt of a request signed by at least 25% of the eligible voting members in good standing for a specific stated purpose.
2) The purpose of the special meeting must be stated at the time of requesting the special meeting.
3) Only the specified issues for which the meeting is requisitioned shall be conducted at such meeting.
QUORUM
1) Quorum shall consist of 25% of the eligible voting members in good standing.
2) If above number is not present at the scheduled time as stated in the notice of the meeting, then the meeting shall be adjourned for 15 minutes. The meeting will be reconvened and the members then present shall constitute the Quorum.
CONDUCT AT GENERAL BODY MEETING
1) President of the Executive Committee shall preside (chair) all GB meetings. In President's absence, the Vice President and in his/her absence, the Secretary of the Executive Committee shall preside the meeting.
2) Voting shall be conducted by show of hands unless majority decides otherwise. Voting for the election of Executive Committee shall be only by the secret ballot.
3) Chairman shall have a casting vote.
4) The resolutions at the GB shall be approved by a simple majority vote.
5) Only members in good standing, eligible to vote and physically present at the time of voting shall vote. Proxies or absentee voting will not be counted for the purpose of GB meetings.
6) Each voting member shall have one vote.
7) The Record date for the purpose of determining eligibility to vote shall be June 30th of each year. Waiting period shall not apply to the election of the first Executive Committee.
ADJOURNMENT OF MEETING
The chairman of the GB meeting may with the consent of a simple majority, adjourn it from place to place or from time to time but no business other than the unfinished business from the meeting so adjourned shall be conducted without due notice.
ARTICLE VI
OFFICERS 6.1 RESPONSIBILITIES The officers of the Association shall be a President, vice President, a Secretary and a treasurer. In addition to serving on the Executive Committee, their duties are defined as follows:
6.2 PRESIDENT The President shall be the Chief Executive Officer of the Association and shall, in general supervise and control all of the businesses and affairs of the corporation. He shall preside at all meetings of the Executive Committee. The President may sign, with the secretary or any other Executive Committee member authorized by the Committee, any legal documents, contracts, or other instruments authorized by the Committee; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Committee. The President shall be the only official spokesperson for public relation purposes.
6.3 VICE PRESIDENT In the absence of the President or in the invent of his disability or refusal to act, the Vice President shall perform all duties of the President, and when so acting, shall have all powers of and be subject to all the restrictions upon the President.
6.4 SECRETARY The Secretary shall keep the minutes of the meetings of the members and of the Executive Committee; give all notices in accordance with the provisions of these by-laws or as may be required by law; be the custodian of Association (Corporation) records and of the seal of the corporation and affix the seal to execute documents within the provisions of these By-Laws; keep a record of the address of each member; transition records from one term to the other; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Executive Committee. The Secretary shall publish a list of members, without their addresses and phone numbers ( name of city or other designators may be used to distinguish similar names), in a regular publication , if any, of the Association at least once a year. The Secretary shall take every precaution to ensure with their addresses and phone numbers is not made available to anyone for non association use.
6.5 TREASURER The Treasurer shall have charge and custody of and be for all funds and books of the Association receive and give receipts for monies due and payable to the Association in such banks or depositories as shall be selected in accordance with the provisions of Article 8 hereof; transfer records of accounts from the previous Treasurer and record of accounts to the new Treasurer within 45 days after the installation of the new officers, and co-sign with the Treasurer in transition a letter of transition of accounts describing any discrepancies or actions pending, etc. seek professional; help from accountants as necessary and authorized by the Executive Committee from time to time; prepare tax records or present information to the individual or company authorized by the Executive Committee for such purposes; and in general, perform all the 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 Executive Committee.
ARTICLE VII
MISCELLANEOUS COMMITTEES
7.1 The President, subject to the approval of the Executive Committee, may designate and appoint one or more committee(s), defining each committees objectives and the term; the term not to exceed that of the current Executive Committee. The committee(s), to the extent provided in said resolution, shall have and exercise their duties accordingly. Each such committee shall consist of three or more members, at least one of which shall be Executive member. One member of each committee shall be appointed Chairman. The President shall be an ex-official member of each of these committees with full voting privileges. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Executive Committee of any individual member of any responsibility imposed on it or him/her by law.
7.2 TERM OF OFFICE Each member of a committee shall continue as such until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed, disqualified or resigns.
7.3 VACANCIES Vacancies in the membership of any committee may be filled by appointments made in the same manner as done originally.
7.4 QUORUM Unless otherwise provided in the resolution of the Executive Committee approving a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of members present at a meeting at which a quorum is present shall be the act of the committee.
7.5 RULES Each committee may adopt rules for their own functioning not inconsistent with these By-Laws or with any rules adopted by the Executive Committee.
7.6 NOMINATION AND ELECTION COMMITTEE Provisions of Section 7.1 through 7.5 may not be entirely sufficient, or may even be contradicting, with respect to the provisions of Nominating and Elections Committee in Article 8. In case of contradictions, and specifically for the Nomination and Election Committee, Article 8 shall have higher precedence to Article 7.
7.7 GRIEVANCE COMMITTEE Executive Committee shall appoint a grievance committee at the beginning of term consisting of five members in good standing, of which the V.P. will be the chair person.
Any member in good standing may file grievances to the chairman of the Grievance committee. The Grievance committee will investigate and report in writing its findings to the President of Executive Committee with a copy to the member filing grievance within 30 days. Executive Committee shall be responsible of making a decision by majority to settle the grievance.
ARTICLE VIII
NOMINATION AND ELECTION OF OFFICERS
8.1 NOMINATION AND ELECTION COMMITTEE The Executive Committee shall appoint a nominating committee consisting of five members. The members of this nominating committee shall be automatically disqualified from contesting for any office for that term. One of them shall serve as chairman elected amongst themselves. The nominating committee shall be appointed and in place by August 30th before the election year. Any member interested in nomination or contesting of an office will do so in writing by October 1st of each year to the chairman of the nomination committee at the registered office of the Association. Withdrawal of nomination can be done at any time.
8.2 DUTIES OF THE NOMINATING AND ELECTION COMMITTEE The Nominating Committee shall prepare a slate of candidates for the Executive Committee in accordance with the provisions of Article 4, Section 4.2. The committee shall be under no obligation to consider anyone for any position, nor shall it be obliged to offer any explanation for its choice of candidates on the slate. The slate shall be delivered to the Secretary of the Committee in writing, duly signed, by the first of October each year. Subsequently, if determined by the Board that an election were to be contested against the slate proposed by the Nominating Committee, then the same committee shall serve as the Election Committee.
8.3 ELECTION PROCEDURE After the declaration of the slate by the Nominating Committee, any member interested in contesting for any office against the potential respective nominee of the Nominating Committee shall be able to do so by formally filing his/her candidacy in writing, duly nominated by at least twenty (20) members. Nominating members can nominate no more than two candidates. Such candidates shall be delivered to the Chairman of the committee or to any other office designated for this purpose by October 15th.
The Secretary will present the slate provided by the Nominating Committee and any other nominations received directly in a EC meeting that shall be held within 10 days after October 15th. Such a meeting of the Board shall also be attended by the Nominating Committee. The agenda for this meeting shall as a minimum, be designated to:
(a) Determine the status of the Nominating Committee, whether or not it would be needed to function as an Election Committee.
(b) Set up the date for the annual meeting if no elections were to occur at the annual meeting.
(c) Select, in case of contested elections, from the option between conducting the election at the annual meeting or elections.
(d) Develop an action plan for carrying out any balloting, as required, and for an appropriate meeting or polling place and the notices as required per Article 5.1. In case no nominations are determined to have been directly received from members, the members in the slate presented by the Nominating Committee shall be deemed elected as EC. The result of the meeting shall be to either dissolve the Nominating Committee and fix a date no later than 21st of November for the annual meeting, if no other nominations are directly received from the members, or to task the Nominating Committee as the Election Committee, if other nominations are received from the members. The Election Committee shall be responsible to oversee and execute the action plan developed in item (d) above with the help of the designated members of the EC. The items such as the logistics of the election, the balloting and styling and printing of the ballots shall be strictly up to the discretion of the Election Committee subject to the financial constraints from the resource(s) of the Association. The members of the EC shall be expected to play an advisory, helpful, cooperative, role during the process. In the event an election were to be conducted at the annual meeting, the membership may be polled at the meeting by a show of hands, as per the provisions of Section 5.1; otherwise, the balloting shall proceed. At the conclusion of the election process, the Election Committee shall be responsible to deliver the results immediately, duly signed by members of the committee, to the President, with a copy to the Secretary of the Committee. The ballots, if applicable, shall be retained by the Chairman of the Election Committee at PSNT and registered office for a minimum period of sixty (60) days at which time the task of the Election Committee shall be deemed concluded.
ARTICLE IX
BOOKS/RECORDS KEEPING
9.1 CONTRACTS As a rule, the contracts will only be signed by the President and Secretary. However, the EC may authorize at least two (2) officers, agents or agents of the corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on the behalf of the Association. Such authority shall be specific in nature, but shall also be in writing.
9.2 CHECKS AND DRAFTS All checks, drafts or others for payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by at least two officers of the EC and in such a manner as shall from time to time be determined by resolution of the EC. In the absence of such determination by the EC, such instruments shall be signed by the Treasurer and the countersigned by the President or the designated member of the Board.
9.3 DEPOSITS All funds of the Association shall be deposited within 7 business days to the credit of the Association in its name and Tax ID number in such banks, trust companies, or other depositories as the EC may select.
9.4 GIFTS The EC may accept on behalf of the corporation nay contribution, gift, bequest, or device for the general purpose or for any special purpose of the association.
9.5 OFFICIAL RECORDS AND SEAL The Association shall keep correct and complete books and records of accounts. At the principle office, these records will consist of but not limited to minutes of the proceedings of its members, EC and committees having any authority of the EC, and a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member or his agent or attorney for any proper purpose at a mutually acceptable time and place. The Association may charge for reasonable expenses incurred for such inspection(s). The corporate seal of the corporation and the minute book shall be of the type determined and established by the EC and may be changed from time to time at its discretion.
9.6 FISCAL YEAR The fiscal year of the corporation shall be the calendar year i.e. the 1st of January through December 31st.
ARTICLE X
FINANCIAL AND ANNUAL REPORTS
10.1 FINANCIAL RECORDS The Association shall maintain true and accurate financial records with full and correct entries made with respect to all financial transactions of the Association, including all income and expenditures, in accordance with generally accepted accounting practices.
10.2 ANNUAL REPORT Based on the records described in Article 9, the EC shall prepare, approve and distribute reports of the financial activity of the Association for the preceding year. This report shall conform to accounting standards as promulgated by the American Institute of Certified Public Accountants and must include a statement of support, revenue, and expenses and charges in fund balances, a statement of functional expenses, and balance sheets for all funds.
10.3 PUBLIC INSPECTION All financial records, books and annual reports of the financial activity of the corporation shall be kept at the registered office or the principle office of the corporation in the State of Texas for a period of consistent with the IRS requirements or any other laws and shall be available to members for inspection by appointment. The corporation may charge for the reasonable expenses incurred for such inspections.
ARTICLE XI
GENERAL PROVISIONS
11.1 WAIVER OR NOTICE Whenever notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Article of Incorporation or the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
11.2 SEVERABILITY If any part of these By-Laws shall be held invalid or inoperative, for any reason, the remaining parts, so far as possible and reasonable, shall be valid and operative.
11.3 HEADINGS The headings used in these By-Laws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation.
11.4 INTERPRETATION CONSISTENT WITH TAX-EXEMPT STATUS These By-Laws, the corporation's Articles of Incorporation, and any resolution or other action of the EC shall be interpreted and construed, so far as possible and reasonable, to uphold, maintain, and be consistent with tax-exempt status of the corporation under federal and state tax laws.
11.5 ADMENDMENT(S) TO THE BY-LAWS Any amendments to these By-Laws shall be proposed in writing, signed by one of the chief proponent members plus at least ten percent of the members and submitted to the Secretary in writing. Upon receipt of such request, the EC will appoint a By-Law committee to review any amendments and present the same to the EC within sixty (60) days of the appointment of the committee. The President will present the same for approval of the members at the annual meeting of the members, unless the chief proponent withdraws his/her amendment prior to the meeting in writing, seconded by at least one of the original ten percent proponents. The amendment(s) shall be approved by a 2/3 majority of the members present at the meeting of members.
11.6 RENUMERATION An officer of EC shall receive no renumeration for his/her services but shall be entitled to reimbursement of reasonable expenses incurred by him/her in connection with the Association business. All transportation and food expenses to attend the meeting shall be considered voluntary and shall not be reimbursed on an individual basis except those incurred in carrying out special assignments with prior understanding and knowledge by the EC.
11.7 CORPORATION/ASSOCIATION The words "CORPORATION" and "ASSOCIATION" are used synonymously or interchangeably in these By-Laws.
11.8 TRANSITION OF TERMS The terms of officers shall not be misconstrued to alleviate their transition.
11.9 PUBLIC MEETING FOR ANNUAL MEETING AFFAIRS If no election or business requiring voting of members is left to be conducted at the annual meeting, then the agenda of the annual meeting may be combined with that of public meeting arranged and called for by the Association for its members and other public.
11.10 RULES OF ORDER The rules of procedure contained in "Robert's Rules of Order Revised" shall be used in the conduct of business of the Association in all cases which are not covered by these By-Laws, or other special rules adopted by the forum.
11.11 FIRST NOMINATION COMMITTEE For election of first EC under these By-Laws, nomination/election present committee will be appointed by the committee and will be chaired by the member so elected amongst themselves. There will be a total of five (5) members in this committee. This provision is applicable only for the selection of the first EC under these By-Laws.
ARTICLE XII
12.1 INDEMNIFICATION Section 1. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, including all appeals by reason of the fact that he or she is or was a director, officer, agent, or employee of the Association, or is or was serving at the request of the Association as a director, trustee, officer, venturer, proprietor, agent, or employee of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or the enterprise, against expenses (including attorneys' fees), judgements, decrees, fines, penalties, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding to the fullest extent permitted by law.
Section 2. The indemnification provided by this Article shall not be deemed exclusive to any other rights to which those seeking indemnification may be entitled as a matter of law or under the Articles, these By-Laws, any agreement, vote of members, any insurance purchased by the Association, or otherwise, both as to action in an official capacity and as to the action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, trustee, officer, agent or employee and shall inure to the benefits of the heirs, executors, and administrators of such a person.
Section 3. The Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, agent or employee of this Association as a director, trustee, officer, agent, or employee of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status a such, whether or not the Association would have the power to indemnify him or her against such liability under the provisions of this Article or of the Texas Non-Profit Corporation act.
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