Bylaws of the Duncanville Arts Foundation, Inc.

September 13, 2025

Article 1. Name, Offices, and Definitions.

Section 1. Name.

The name of the corporation is Duncanville Arts Foundation, Inc. (the “Foundation”).

Section 2. Principal Office.

The principal office of the Foundation shall be located in Duncanville, Texas. The Board of Directors may establish and maintain additional offices as needed for the conduct of corporate affairs.

Section 3. Registered Agent and Office.

The Foundation shall continuously maintain a registered office and a registered agent in the State of Texas as required by law. The Board of Directors may change the registered office or agent by filing the required statement with the Texas Secretary of State.

Section 4. Definitions.

For purposes of these bylaws:

1. Board of Directors means the governing body of the Foundation.

2. Director means a duly elected or appointed voting member of the Board of Directors.

3. Officer means a Director elected as Chair, Vice Chair, Secretary, or Treasurer.

4. Quorum means a majority of the total number of Directors currently serving.

5. Majority vote means more than half of the votes cast by Directors present at a meeting at which a quorum is established; abstentions are not counted as votes cast.

6. Two‑thirds vote means at least two‑thirds of all Directors then in office, unless a different standard is stated in these bylaws.

7. Consensus check means a non‑binding process to assess alignment before a formal vote; it does not replace required motions or votes.

8. Written consent means a Board action taken without a meeting if signed by at least the number of Directors required to take the action at a meeting at which a quorum is present. Written consents may be signed and delivered by hand, mail, courier, or electronic mail.

9. Founding Executive Director means the individual appointed at formation who originated and designed the Foundation’s mission and organizational structure.

10. Program incubation means a formal arrangement where the Foundation provides administrative, fiscal, operational, and developmental support to an initiative that aligns with its mission. Program incubation may or may not include fiscal sponsorship.

11. Sponsored project means an unincorporated initiative under fiscal sponsorship by the Foundation, operated under a written fiscal sponsorship agreement.

12. Fiscal sponsorship means a legal and financial arrangement in which a tax-exempt nonprofit (the fiscal sponsor) agrees to provide fiduciary oversight, financial management, and administrative services for a charitable project that does not have its own tax-exempt status.

Article 2. Purpose.

Section 1. Charitable Purpose.

The Foundation is organized and operated exclusively for charitable, educational, and cultural purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. No part of the Foundation’s net earnings shall inure to the benefit of any private individual.

Section 2. Mission Alignment.

The Foundation builds cultural infrastructure that empowers artists, engages residents, and creates spaces where community and creativity thrive. 

Activities include:

1. supporting arts‑driven community development;

2. advancing public arts programming and civic engagement;

3. incubating creative enterprises and cultural initiatives;

4. providing leadership in cultural policy at municipal and regional levels; and

5. aligning with the City of Duncanville’s long‑range plans, including the Duncanville 2040 Comprehensive Plan and future civic goals.

Article 3. Nonprofit Status and Limitations.

The Foundation is a nonprofit corporation governed by the Texas Business Organizations Code and intends to be recognized as a tax‑exempt organization under Section 501(c)(3) of the Internal Revenue Code. The Foundation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Any lobbying activities shall be limited to that permitted for organizations described in Section 501(c)(3). The Foundation’s assets are permanently dedicated to purposes consistent with Section 501(c)(3).

Article 4. Members.

During the Foundation’s initial two‑year (24‑month) formative phase, the Foundation shall have no members. All corporate powers shall be exercised by the Board of Directors. Upon sufficient preparation, as determined by the Board of Directors at or after the conclusion of the formative phase, the Foundation may amend these bylaws to establish a membership structure that supports its mission and governance needs.

Article 5. Board of Directors.

Section 1. Authority and Duties.

The Board of Directors has ultimate authority for governance, policy, strategic direction, and fiduciary oversight. The Board adopts budgets and policies; approves major contracts and transactions; oversees the Executive Director; ensures legal and ethical compliance; and safeguards charitable assets.

Section 2. Composition.

The Board of Directors shall consist of not fewer than three (3) and not more than fifteen (15) Directors.

Section 3. Qualifications.

Directors shall demonstrate commitment to the Foundation’s mission and the capacity to participate actively in governance. A majority of Directors should be free of conflicts of interest as defined in the Foundation’s conflict of interest policy.

Section 4. Term of Service.

Directors serve two‑year (24‑month) terms. The initial Board of Directors seated at adoption of these bylaws shall serve the entirety of the two‑year (24‑month) formative phase, after which the Board shall conduct a comprehensive governance review. This review shall address Board composition, membership structure, program oversight, and the scope and authority of the Founding Executive Director position. A Director may serve up to three consecutive terms, inclusive of the initial formative phase term.

Section 5. Election and Appointment.

Directors are elected by majority vote of the Board of Directors at any duly called meeting at which a quorum is present.

Section 6. Vacancies.

Any vacancy on the Board of Directors may be filled by majority vote of the remaining Directors, though fewer than a quorum, within sixty days of the vacancy.

Section 7. Resignation.

A Director may resign at any time by written notice to the Chair or the Secretary. Unless stated otherwise in the notice, the resignation is effective upon receipt.

Section 8. Removal.

A Director may be removed, with or without cause, by a two‑thirds vote of the remaining Directors at a meeting called for that purpose, following reasonable notice to all Directors. The Director subject to removal shall have an opportunity to be heard before the vote.

Section 9. Meetings, Notice, and Format.

Regular meetings shall occur at least quarterly. An annual meeting shall occur in the final quarter of the fiscal year. Special meetings may be called by the Chair or any two Directors. Written notice stating the date, time, location, and purpose (for special meetings) shall be delivered to each Director not fewer than seven days before a regular meeting and not fewer than forty‑eight hours before a special meeting. Meetings may be held in person or by telephone, video conference, or similar technology that allows all participants to hear and be heard. Participation by such means constitutes presence in person.

Section 10. Quorum and Voting.

A majority of the Directors then in office constitutes a quorum. Each Director has one vote. Proxy voting is not permitted. Except as otherwise provided in these bylaws or by law, actions require a majority vote of Directors present and voting at a meeting where a quorum is established. In the event of a tie vote, the motion does not pass; no action is taken unless a subsequent vote yields a majority in favor. The Chair may call for a consensus check at any time; a consensus check does not replace a required vote.

Section 11. Action Without a Meeting.

Any action required or permitted to be taken at a meeting of the Board of Directors or a committee may be taken without a meeting if the action is set forth in one or more written consents that state the action taken and that are signed and delivered by at least the number of Directors required to take such action at a meeting at which a quorum is present. Prompt notice of the action shall be given to each Director who did not sign a consent. A consent may be signed and delivered by hand, mail, courier, or electronic mail.

Section 12. Minutes and Records.

The Secretary shall ensure that minutes reflect the date, time, location, attendance, quorum, motions, key deliberation topics, votes, recusals, and actions. Minutes shall be reviewed and approved at the next regular meeting and maintained in the corporate records.

Section 13. Compensation and Loans.

Directors serve without compensation. The Foundation may reimburse reasonable expenses under the Foundation’s expense reimbursement policy upon submission of required documentation. The Foundation shall not make loans to Directors.

Article 6. Officers.

Section 1. Officers.

The officers of the Foundation are the Chair, Vice Chair, Secretary, and Treasurer. Each officer must be a Director.

Section 2. Election and Term.

Officers are elected by the Board of Directors and serve two‑year (24‑month) terms. The initial officers elected at adoption of these bylaws shall serve the entirety of the two‑year (24‑month) formative phase, unless earlier removed or replaced.

Section 3. Duties.

1. Chair: presides over meetings, sets agendas with the Executive Director, ensures Board resolutions are carried into effect, appoints committee chairs with Board approval, and represents the Foundation in official capacities.

2. Vice Chair: performs the Chair’s duties in the Chair’s absence and undertakes assignments as delegated by the Chair or the Board.

3. Secretary: ensures accurate minutes; maintains corporate records, resolutions, and policies; manages notices and written consents; and maintains the Board roster.

4. Treasurer: oversees financial reporting and internal controls; presents financial statements at regular meetings; leads the annual budget process; ensures accounting in accordance with generally accepted accounting principles; and coordinates the review of annual information returns before filing with the Internal Revenue Service.

Section 4. Removal and Vacancies.

An officer may be removed, with or without cause, by majority vote of the Board of Directors. Any vacancy in an office may be filled by Board appointment for the unexpired term.

Article 7. Executive Director.

Section 1. Appointment and Role.

The Board of Directors may appoint an Executive Director to manage the Foundation’s day‑to‑day operations, implement Board‑approved strategies, supervise staff and volunteers, manage finances and fundraising, ensure legal and tax compliance, and report regularly to the Board.

Section 2. Founding Executive Director.

The Founding Executive Director is the individual who originated and designed the Foundation’s mission and formation. During the Foundation’s two‑year (24‑month) formative phase, the Board of Directors may authorize enhanced temporary authority for this position, including:

1. Executing legal, financial, and administrative setup within Board‑approved limits;

2. Developing policies, procedures, and initial program pilots for Board consideration;

3. Representing the Foundation publicly and coordinating stakeholder engagement; and

4. Recruiting staff, volunteers, advisors, and program partners consistent with approved plans and budgets.

This authority is subject to Board oversight and may be adjusted or concluded at any time by Board vote. At the conclusion of the formative phase, the Founding Executive Director transitions into the standard Executive Director role, unless the Board determines otherwise.

Section 3. Ex Officio Status.

The Executive Director, including the Founding Executive Director, serves as a non‑voting ex officio member of the Board of Directors.

Section 4. Compensation and Review.

The Board of Directors (or an independent committee) shall evaluate the Executive Director annually and set compensation using appropriate, documented comparability information and recusal procedures for any Director with a conflict of interest.

Article 8. Committees and Advisory Boards.

Section 1. Establishment and Authority.

The Board of Directors may establish standing committees, ad hoc committees, or advisory boards by resolution. Each committee or advisory board shall operate under a written charter or resolution that defines its purpose, scope of authority, membership, and reporting requirements. Committees and advisory boards may include individuals who are not Directors, but all chairs shall be appointed by the Board of Directors. No committee or advisory board may amend bylaws, elect or remove Directors, approve budgets, or approve major transactions unless the Board expressly delegates such power by resolution and such delegation is permitted by law.

Article 9. Program Incubation and Fiscal Sponsorship.

Section 1. Purpose and Scope.

The Foundation may operate programs directly or through program incubation and fiscal sponsorship arrangements that align with the Foundation’s mission.

Section 2. Agreements and Oversight.

Each sponsored project shall operate under a written agreement that sets purpose, scope, branding, budget controls, reporting, insurance, compliance requirements, and termination terms. Funds for sponsored projects shall be held and accounted for as restricted funds of the Foundation and administered in accordance with generally accepted accounting principles and the Foundation’s policies.

Article 10. Fiscal Year.

The fiscal year of the Foundation is October 1 through September 30.

Article 11. Financial Administration and Internal Controls.

Section 1. Accounting and Records.

The Foundation shall maintain accurate books and records on a basis consistent with generally accepted accounting principles.

Section 2. Budget.

An annual operating budget shall be prepared and recommended to the Board of Directors and adopted by majority vote before the start of each fiscal year. Any material amendment to the budget requires Board approval.

Section 3. Disbursements and Banking.

The Board of Directors shall adopt a financial authorization policy that sets approval thresholds and dual‑authorization requirements for disbursements. Bank accounts shall be opened and maintained under Board authority. Electronic payments shall follow the same controls as paper disbursements.

Section 4. Independent Financial Review and Audit.

An independent financial review shall occur annually. A full audit shall be conducted if required by funders, regulators, or by Board resolution.

Section 5. Gifts, Grants, and In‑Kind Contributions.

The Board of Directors shall adopt a gift acceptance policy and an in‑kind contributions policy. Non‑cash contributions shall be recorded at fair value in accordance with generally accepted accounting principles. Donor intent shall be honored and restrictions shall be tracked.

Section 6. Tax and Regulatory Filings.

All required federal, state, and local filings shall be prepared and submitted on time, including annual information returns and reports required by the Internal Revenue Service, the Texas Comptroller of Public Accounts, and the Texas Secretary of State.

Article 12. Public Transparency and Records Inspection.

The Foundation shall make available for public inspection, during regular business hours at its principal office, its application for tax exemption and its three most recent annual information returns, together with any related schedules that must be publicly available, as required by federal law. The Foundation shall maintain a records retention and destruction policy that sets clear retention periods for corporate records, financial records, and program records.

Article 13. Policies.

The Board of Directors shall adopt and review at least annually the following policies:

1. Conflict of Interest Policy (including annual disclosures and recusal procedures);

2. Ethics and Conduct Policy;

3. Whistleblower Protection Policy;

4. Records Retention and Destruction Policy;

5. Expense Reimbursement Policy;

6. Executive Compensation Policy;

7. Financial Authorization and Internal Controls Policy; and

8. Gift Acceptance and In‑Kind Contributions Policies.

Article 14. Nondiscrimination.

The Foundation does not discriminate on the basis of race, color, national origin, religion, sex, sexual orientation, gender identity or expression, age, disability, veteran status, marital status, or any other classification protected by applicable law in its programs, employment, or operations.

Article 15. Indemnification and Insurance.

To the fullest extent permitted by the Texas Business Organizations Code, the Foundation shall indemnify and advance expenses to Directors and officers who meet the statutory standards of conduct, and may indemnify employees and agents, in connection with any proceeding arising from service to the Foundation, except in cases of gross negligence, willful misconduct, or improper personal benefit. The Foundation may purchase and maintain insurance or make other arrangements to effect or secure such indemnification.

Article 16. Dissolution.

Upon dissolution, and after paying or making provision for the payment of all liabilities, the Foundation’s remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, to one or more organizations with a mission substantially similar to that of the Foundation, or to a governmental unit for a public purpose, as determined by the Board of Directors. No Director or officer shall receive any distribution of assets upon dissolution.

Article 17. Amendments.

These bylaws may be amended by a two‑thirds vote of the Board of Directors at any regular or special meeting, provided that written notice with the proposed amendment is delivered to all Directors at least seven days in advance. Any amendment that establishes, alters, or eliminates a membership structure under Article 4 shall require the same two‑thirds vote and a finding by the Board of Directors that the Foundation has achieved sufficient operational and financial sustainability to support such a structure, which shall not be considered until the conclusion of the two‑year (24‑month) formative phase.

Adopted on _. Download filed document.