BYLAWS

BYLAWS of ADVOCACY OUTREACH

Article One
Name

1.01
The name of the corporation is Advocacy Outreach.

Article Two
Purpose

2.01
Advocacy Outreach is organized to provide direct assistance to indigent disabled and victimized populations, including, but not limited to, information and referral, support services, advocacy and accompaniment.

Article Three
Membership

3.01
Criteria

Members may be individuals who receive services or provide services or assistance to the corporation and who request membership.

3.02
Voting Rights

Each person who is a member shall have one vote on each matter submitted to a vote of and by the membership.

3.03
Standing

A member must be a member in good standing as defined by the policies of the corporation before voting at any membership meeting.

3.04
Decisions

Any matter submitted to a vote of the members shall be decided by a simple majority of those present and eligible to vote. The election of the Board of Directors ("the Board") shall be decided by a plurality of votes cast for each position by those members present and eligible to vote.

3.05
Termination of Membership

Advocacy Outreach ("the corporation") may suspend or terminate the membership of any member who becomes ineligible for membership by actions that violate the policies of the corporation. The Board shall conduct a hearing at which the member in question has the right to be present. Then the Board may by vote of a simple majority suspend or expel such member. Such action may be appealed through the grievance procedure established by these Bylaws, Article Seven. All rights accruing to membership will be suspended during the grievance procedure.

3.06
Liability

The members of the corporation shall not be personally liable for the debts or liabilities of the corporation.

Article Four
Meetings of Members

4.01
Annual Meeting

An annual meeting of the members shall be held at such a date and hour as determined by the Board for the purpose of electing Directors, and for the transaction of any business that may come before the meeting.

4.02
Regular Meetings

Regular business meetings in addition to the annual meeting of the members shall occur quarterly, or according to a schedule established by the Board.

4.03
Special Meetings

Special meetings of the members may be called by the Chair, the Board, or upon the request of one tenth (1/10) of the members.

4.04
Place of Meeting

The Board may designate any place within the State of Texas as the place of meeting for any annual, regular, or special meeting of the membership.

4.05
Notice of Meeting

Telephone or written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each member entitled to vote at such meeting. Ten (10) days notice shall be required for the annual meeting and two (2) days notice for any other regular or special meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage paid. Any member shall be deemed to have waived notice if the member had actual knowledge of a meeting and failed to object at or prior to the meeting.

4.06
Quorum

Simple majority of the members present to vote at any given meeting of the membership shall constitute a quorum.

Article Five
Board of Directors

5.01
General Powers

A Board of Directors that constitutes the elected representation of the membership shall manage the affairs of Advocacy Outreach. Directors must be members of the corporation.

5.02
Number, Eligibility, Election, Tenure of Directors

5.02a The number of directors shall be not less than five (5) nor more than thirteen (13). Clients shall have a minimum of two seats on the Board.

5.02b Directors must be members in good standing as provided for in the corporation's policies.

5.02c Each director shall be elected by the general membership at the annual membership meeting.

5.02d Except as otherwise provided, all directors shall hold office for two years.

5.03
Removal of Directors

The Board for good cause may remove a director. One third (1/3) of the Board or one third of the membership may petition the Board for removal of such director. The Board shall hear the petition at a regular or special meeting of the Board. The director whose removal is requested may address the Board at such hearing to present his or her position. A two-thirds (2/3) vote of the Board is required to remove a director. A director who is removed from the Board may appeal such action through the grievance procedures established in Article Seven of these Bylaws.

5.04
Absences

A director's absence from two consecutive regular or special meetings of the Board or from three such meetings in a calendar year may constitute cause of initiation of removal from the Board.

5.05
Vacancies

If a director position is vacated, the Board shall fill the position by appointment of a person qualified for the position until the next regular election.

5.06
Quorum

One third of the Board of Directors shall constitute a quorum at any meeting of the Board; if less than a quorum of the directors are present at said meeting, those directors shall not decide any matter that requires a vote of the Board.

5.07
Compensation

Directors shall not receive any compensation from the corporation for their services.

5.08
Committees

The Board may designate one or more committees that may have and exercise the authority of the Board in the management of the corporation. Each such committee shall consist of two or more persons, a majority of whom are directors; the remainder need not be a director. The designation of such committees and the delegation of authority shall not operate to relieve the Board, or any individual director, of any responsibility imposed by law. Any non-director who becomes a member of any such committee shall have the same responsibility with respect to such committee as a director who is a member.

5.09
Place and Notice of Director's Meetings

5.09a Regular meetings shall be held at such date and hour and place as determined by the Board, or according to a schedule established by the Board that shall constitute notice of meeting.

5.09b The Chair or two (2) members of the Board may call special meetings of the Board. The persons authorized to call special meetings of the Board may determine the place and date and hour of said meeting. Notice of any special meeting of the Board shall be given all directors at least ten (10) days prior by written notice or by telephone. Notice shall be delivered personally or sent by mail to each director at his or her address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage paid. A director shall be deemed to have waived notice if he or she had actual knowledge of a meeting and failed to object at or prior to the meeting.

5.10
Open Meetings

All meetings of the Board shall be open to the public, except the Board may meet in closed session to discuss a legal or personnel matter.

Article Six
Officers

6.01
Officer Positions

The officers of the corporation shall be Chair, Co-Chair, Secretary and Treasurer. The Board shall elect the officers for a term of one year at the first Board meeting after the election of the Board.

6.02
Officer's Duties

6.02a Chair: The Chair shall be the principal executive officer of the corporation and shall generally supervise and control the business of the corporation. She or he shall preside at all meetings of the members and of the Board. She or he may sign documents with the Treasurer or any other proper officer of the corporation authorized to execute documents except in cases where signing and execution thereof shall be expressly delegated to some other officer or agent of the corporation. In general, she or he shall perform all duties incidental to the office of Chair, and such duties as may be prescribed the Board.

6.02b Co-Chair: The Co-Chair shall preside at all meetings of the membership and the Board in the absence of the Chair. She or he shall assume all other duties of the Chair in the temporary absence of the elected Chair, or if the Chair is unable to complete the term of office, the Co-Chair shall succeed to the office of Chair until the next election. In general, she or he shall assist the Chair in performing all duties, and shall perform such duties as may be prescribed by the Board.

6.02c Secretary: The Secretary shall ensure minutes of all meetings are maintained. She or he shall certify members and identify those eligible to vote at each membership meeting. She or he shall ensure proper notice of all meetings and actions in conformance with the Bylaws. She or he shall sign official documents as required by law or by the Board.

6.02d Treasurer: The Treasurer shall ensure books of account consistent with standard accounting practices are maintained. She or he shall deliver a report at each meeting of the Board of Directors and general membership. The Treasurer shall ensure the performance of proper federal, state, and any other reporting that may be required. She or he shall assist the Board to develop fiscal management policies, shall supervise the operating budget, and if a Board appointed Finance Committee exists, she or he shall serve on such committee. The Treasurer shall review any audits of books of account and shall ensure all audit findings are resolved in a timely manner.

6.02e Two or more offices may be held by the same person, except the offices of Chair and Secretary may not be held by the same person.

6.03
Vacancies

Any vacancy occurring in the officer positions shall be filled by appointment of the Board until the next regular election of officers, except the Co-Chair who shall succeed to the vacant position of the Chair.

6.04
Removal of Officers

The Board at any regular or special meeting may remove any officer from office by a majority vote and upon good cause shown. Election or appointment of an officer or agent shall not of itself create contract rights.

Article Seven
Grievance Procedure

7.1 The following procedures shall be used for filing and resolution of grievances:

(1) All complaints shall be submitted in writing by the aggrieved party and filed with the staff secretary. The staff secretary shall maintain a log that shows the receipt and disposition of such complaints.

(2) The staff secretary shall immediately log all complaints and shall, within three days of the receipt of said grievance:
(a) create a file:
(b) send a letter of acknowledgement of the complaint and copy of the corporation's grievance procedures to the aggrieved party; and
(c) forward a copy of the complaint to the affected party and the full Board.

(3) The affected party shall contact the aggrieved person and attempt an informal resolution of the conflict. A written determination or a statement that the matter cannot be resolved should be filed with the staff secretary within ten (10) working days. Failure to act in the prescribed period will result in a disposition in favor of the aggrieved party.

(4) Unsatisfactory Dispositions:
Any matter not satisfactorily resolved by the parties will proceed to the next administrative level, where the previous procedure "(3)" shall be followed.

(a) Complaints against any director shall be forwarded by the staff secretary to the attention of the Chair.

(b) Complaints against any employee shall be forwarded to the staff person responsible for supervising staff.

(5) The final stage in the appellate process will consist of a hearing to be held within ten (10) working days before a Tri-Party Committee consisting of:

(a) one person selected by the aggrieved party,

(b) one person selected by the corporation, and

The decision of the Tri-Party Committee shall be in writing with a copy to each party involved within ten (10) working days. The decision of the Tri-Party Committee is final.

Article Eight
Dues and Fees

8.01
Annual Dues

The Board of Directors may determine from time to time the amount of annual dues payable to the corporation by members. No person may be excluded from membership by inability to pay dues.

8.02
Payment of Dues

Dues for members shall be payable on the anniversary date of membership unless an alternate payment plan is approved by the Board.

8.03
Fees for Services

The corporation shall not charge fees for services.

Article Nine
Contracts, Checks, Deposits, and Gifts

9.01
Contracts

The Board of Directors may authorize any officers or agents of the corporation, in addition to the officers authorized by these Bylaws, to enter any contract or execute and deliver any instrument in the name of or for the corporation. Such authority may be general or confined to specific instances.

9.02
Checks and Drafts

All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officers or agents of the corporation as shall be determined by resolution of the Board. In the absence of such determination by the Board, the Treasurer shall sign them.

9.03
Deposits

All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors or its duly authorized agents may select.

9.05
Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general or special purposes of the corporation.

Article Ten
Books and Records

10.1 The corporation shall keep records of accounts according to generally accepted accounting procedures and shall keep minutes of the proceedings of its members and Board, and shall keep at the registered or principle office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or the member's agent or attorney for any proper purpose at any reasonable time.

10.2 The corporation shall keep records of activities performed by staff or volunteers on behalf of eligible applicants (clients). The confidentiality of client records shall be maintained to the degree allowed by law. Statistical information regarding client services shall be distributed without providing clients' identities, unless required by monitoring agents under grant programs. Information from a client's records must be provided to the client upon written or verbal request. Information from a client's records may be provided to a third party upon written request from the client who is the subject of the records.

10.3 The corporation, by virtue of the fact that it is supported in whole or in part by public funds, is considered to be a "governmental body" for purposes of the Texas Open Records Act, TEX. REV. CIV. STAT. ANN. article 6252-17a. Records collected or maintained by the corporation are considered to be public information, unless specifically excepted from disclosure under the Texas Open Records Act or another law or regulation.

Article Eleven
Indemnification

11.1 The corporation shall have the power to indemnify any former or current director, officer, employee or agent for expenses and costs (including attorneys' fees) incurred by such person in connection with any claim asserted against him or her, by reason of being or having been such director, officer, employee or agent, unless he or she shall have been guilty of negligence or misconduct in the matter in which indemnity is sought.

Article Twelve
Separation of Duties
Preparation, Authorization/Certification, Distribution of Checks

12.1 Authority:

The Executive Director is responsible for authorizing all payments in compliance with the requirements of each funding source. The treasurer of the Board of Directors is responsible for reviewing authorized expenditures by the Executive Director to determine compliance with Generally Accepted Accounting Practices and federal/state requirements.
The executive director may act as the fiscal officer during periods when funding does not provide a designated staff position for fiscal officer. The executive director is authorized to hire a fiscal officer or to designate the duties of fiscal officer between one or more other staff positions. The executive director is responsible for maintaining the fiscal integrity of the organization.

12.2 Preparation of Checks:

The Executive Director will designate an individual to prepare checks that have been authorized by the Executive Director. If a paid fiscal officer, other than the Executive Director, is on staff, that officer will prepare checks. In the absence of a paid staff position for fiscal officer, the Executive Director will designate another employee to prepare checks after determining that those duties are not inconsistent with other requirements of the funding source paying the salary of that employee and that the individual so designated has a complete understanding of generally accepted accounting procedures and the specific requirements of each federal/state grant, foundation grant, and any other funding source available to the organization. Two signatures are required on each check to ensure that: an employee other than the employee who prepares a check has examined the check and also to ensure that an employee other than the employee who authorizes a check has examined the check.

12.3 Distribution of Checks

Procedures for the distribution of checks will be guided by the requirements of the vendor, guidelines of the funding source from which payments are made, common sense, and the standards outlined in OMB Circular No. A-123, Part II:
• Compliance With Law. All program operations, obligations and costs must comply with applicable law and regulation. Resources should be efficiently and effectively allocated for duly authorized purposes.
• Reasonable Assurance and Safeguards. Management controls must provide reasonable assurance that assets are safeguarded against waste, loss, unauthorized use, and misappropriation. Management controls developed for agency programs should be logical, applicable, reasonably complete, and effective and efficient in accomplishing management objectives.
• Integrity, Competence, and Attitude. Managers and employees must have personal integrity and are obligated to support the ethics programs in their agencies. The spirit of the Standards of Ethical Conduct requires that they develop and implement effective management controls and maintain a level of competence that allows them to accomplish their assigned duties. Effective communication within and between offices should be encouraged.
A. Distribution of Checks to Prevent Homelessness:
(1.) Checks may not be distributed directly to clients. Checks may be directly distributed or mailed to landlords, utility companies, mortgage companies, hotels or other vendors providing shelter services. To most efficiently and effectively utilize resources, in accordance with OMB Circular A-123 guidelines, payments should be made as soon as possible after eligibility screening and determination.
(2.) To provide the management controls that provide reasonable assurance that assets are safeguarded against waste, loss, unauthorized use, and misappropriation, in accordance with OMB Circular A-123 guidelines, a third party other than the party preparing checks or authorizing checks for homelessness prevention will distribute the checks.
B. Distribution of Checks to Vendors for Purchases of Supplies or Materials:
(1.) Checks must be distributed in accordance with the requirements of the vendor and the funding source. Procurement procedures that govern purchase decisions are outlined below in Article Two of this document.
(2.) Checks may be distributed prior to receiving merchandise when that is the policy of the vendor, as in ordering materials from a manufacturer; however, before a check may be distributed an invoice for the purchase covered by said check must be on file.
(3.) Purchase orders may be used when requested by vendors taking orders by telephone or through mail.
(4.) Persons authorized to distribute checks for purchases of supplies or materials may include signatories or non-signatories. A signatory may distribute a check directly to a vendor, after the check has been prepared and authorized through procedures outlined above in the section entitled Preparation of Checks, when that act of distribution is required under OMB Circular A-123 guidelines that require resources to be used efficiently. Situations when a signatory may deliver a check would include an out-of-town trip to shop for supplies or materials in which a non-signatory is not available.
C. Distribution of Checks to Individuals or Companies for Purchase of Services:
(1.) Checks must be distributed in accordance with the requirements of the vendor and the funding source. Procurement procedures that govern purchase decisions are outlined below in Article Two of this document.
(2.) Prior to distributing a check for purchase of services, an invoice for the services or a contract with the vendor must be on file. Checks may be distributed directly or by mail to the entity whose services are purchased. Checks may also be distributed to a fiscal institution on behalf of the seller when appropriate, as in when making a payment to a landlord for lease of the building used by the organization.
(3.) Persons authorized to distribute checks for purchases of services may include signatories or non-signatories. Non-signatories may distribute a check directly to a vendor, after the check has been prepared and authorized through procedures outlined above in the section entitled Preparation of Checks, when that act of distribution is required under OMB Circular A-123 guidelines that require resources to be used efficiently. An example of a non-signatory distributing a check might be an instructor who has taken a group of students to the museum and must deliver the check upon entry.

Article Thirteen
Procurement Procedures

13.1 All procurement transactions shall be conducted in a manner to provide, to the maximum extent practical, open and free competition. The person authorized to procure shall be alert to organizational conflicts of interest as well as noncompetitive practices among contractors that may restrict or eliminate competition or otherwise restrain trade. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, invitations for bids and/or requests for proposals shall be excluded from competing for such procurements. Awards shall be made to the bidder or offeror whose bid or offer is responsive to the solicitation and is most advantageous to the recipient, price, quality and other factors considered. Solicitations shall clearly set forth all requirements that the bidder or offeror shall fulfill in order for the bid or offer to be evaluated by the recipient. Any and all bids or offers may be rejected when it is in the recipient's interest to do so.
(1) The person authorized to procure will avoid purchasing unnecessary items.

(2) Where appropriate, an analysis is made of lease and purchase alternatives to determine which would be the most economical and practical procurement for the Federal Government.

(3) Solicitations for goods and services provide for all of the following.
(i) A clear and accurate description of the technical requirements for the material, product or service to be procured. In competitive procurements, such a description shall not contain features which unduly restrict competition.
(ii) Requirements which the bidder/offeror must fulfill and all other factors to be used in evaluating bids or proposals.
(iii) A description, whenever practicable, of technical requirements in terms of functions to be performed or performance required, including the range of acceptable characteristics or minimum acceptable standards.
(iv) The specific features of "brand name or equal" descriptions that bidders are required to meet when such items are included in the solicitation.
(v) The acceptance, to the extent practicable and economically feasible, of products and services dimensioned in the metric system of measurement.
(vi) Preference, to the extent practicable and economically feasible, for products and services that conserve natural resources and protect the environment and are energy efficient.

13.2 Positive efforts shall be made by recipients to utilize small businesses, minority-owned firms, and women's business enterprises, whenever possible. Recipients of Federal awards shall take all of the following steps to further this goal.
(1) Ensure that small businesses, minority-owned firms, and women's business enterprises are used to the fullest extent practicable.
(2) Make information on forthcoming opportunities available and arrange time frames for purchases and contracts to encourage and facilitate participation by small businesses, minority-owned firms, and women's business enterprises.
(3) Consider in the contract process whether firms competing for larger contracts intend to subcontract with small businesses, minority-owned firms, and women's business enterprises.
(4) Encourage contracting with consortiums of small businesses, minority-owned firms and women's business enterprises when a contract is too large for one of these firms to handle individually.
(5) Use the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Department of Commerce's Minority Business Development Agency in the solicitation and utilization of small businesses, minority- owned firms and women's business enterprises.

13.3 The type of procuring instruments used (e.g., fixed price contracts, cost reimbursable contracts, purchase orders, and incentive contracts) shall be determined by the recipient but shall be appropriate for the particular procurement and for promoting the best interest of the program or project involved. The "cost-plus-a-percentage-of-cost" or "percentage of construction cost" methods of contracting shall not be used.

13.4 Contracts shall be made only with responsible contractors who possess the potential ability to perform successfully under the terms and conditions of the proposed procurement. Consideration shall be given to such matters as contractor integrity, record of past performance, financial and technical resources or accessibility to other necessary resources. In certain circumstances, contracts with certain parties are restricted by agencies' implementation of E.O.s 12549 and 12689, "Debarment and Suspension."

13.5 The organization shall, on request, make available for the Federal awarding agency, pre-award review and procurement documents, such as request for proposals or invitations for bids, independent cost estimates, etc., when any of the following conditions apply.
(1) A recipient's procurement procedures or operation fails to comply with the procurement standards in the Federal awarding agency's implementation of this Circular.
(2) The procurement is expected to exceed the small purchase threshold fixed at 41 U.S.C. 403 (11) (currently $25,000) and is to be awarded without competition or only one bid or offer is received in response to a solicitation.
(3) The procurement, which is expected to exceed the small purchase threshold, specifies a "brand name" product.
(4) The proposed award over the small purchase threshold is to be awarded to other than the apparent low bidder under a sealed bid procurement.
(5) A proposed contract modification changes the scope of a contract or increases the contract amount by more than the amount of the small purchase threshold.
Some form of cost or price analysis shall be made and documented in the procurement files in connection with every procurement action. Price analysis may be accomplished in various ways, including the comparison of price quotations submitted, market prices and similar indicia, together with discounts. Cost analysis is the review and evaluation of each element of cost to determine reasonableness, allocability and allowability.
13.6 Procurement records and files for purchases in excess of the small purchase threshold shall include the following at a minimum: (a) basis for contractor selection, (b) justification for lack of competition when competitive bids or offers are not obtained, and (c) basis for award cost or price.
A system for contract administration shall be maintained to ensure contractor conformance with the terms, conditions and specifications of the contract and to ensure adequate and timely follow up of all purchases. Recipients shall evaluate contractor performance and document, as appropriate, whether contractors have met the terms, conditions and specifications of the contract.
The recipient shall include, in addition to provisions to define a sound and complete agreement, the following provisions in all contracts. The following provisions shall also be applied to subcontracts.
(a) Contracts in excess of the small purchase threshold shall contain contractual provisions or conditions that allow for administrative, contractual, or legal remedies in instances in which a contractor violates or breaches the contract terms, and provide for such remedial actions as may be appropriate.
(b) All contracts in excess of the small purchase threshold shall contain suitable provisions for termination by the recipient, including the manner by which termination shall be effected and the basis for settlement. In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor.
(c) Except as otherwise required by statute, an award that requires the contracting (or subcontracting) for construction or facility improvements shall provide for the recipient to follow its own requirements relating to bid guarantees, performance bonds, and payment bonds unless the construction contract or subcontract exceeds $100,000. For those contracts or subcontracts exceeding $100,000, the Federal awarding agency may accept the bonding policy and requirements of the recipient, provided the Federal awarding agency has made a determination that the Federal Government's interest is adequately protected. If such a determination has not been made, the minimum requirements shall be as follows.
(1) A bid guarantee from each bidder equivalent to five percent of the bid price. The "bid guarantee" shall consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder shall, upon acceptance of his bid, execute such contractual documents as may be required within the time specified.
(2) A performance bond on the part of the contractor for 100 percent of the contract price. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract.
(3) A payment bond on the part of the contractor for 100 percent of the contract price. A "payment bond" is one executed in connection with a contract to assure payment as required by statute of all persons supplying labor and material in the execution of the work provided for in the contract.
(4) Where bonds are required in the situations described herein, the bonds shall be obtained from companies holding certificates of authority as acceptable sureties pursuant to 31 CFR part 223, "Surety Companies Doing Business with the United States."

(d) All negotiated contracts (except those for less than the small purchase threshold) awarded by recipients shall include a provision to the effect that the recipient, the Federal awarding agency, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers and records of the contractor which are directly pertinent to a specific program for the purpose of making audits, examinations, excerpts and transcriptions.

Article Fourteen
Amendment to Bylaws

14.1 These Bylaws may be amended or repealed and new Bylaws adopted by the membership upon a two-thirds (2/3) affirmative vote of the general membership present and eligible to vote. Written notice of intention to amend or repeal these Bylaws or to adopt new Bylaws shall be given the general membership by the Board at least thirty (30) days prior to the meeting of the membership at which affirmation will be voted. Such notice to members shall include the exact wording of the new or revised Bylaws to be affirmed. Such new or revised Bylaws shall take effect upon affirmation by the membership.