Members of the Board of Directors

Section 5.01. Board Of Directors. To the extent not limited or prohibited by law, the Articles of Incorporation or these Bylaws, the powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors of the Corporation. Directors need not be residents of the State of Texas or Corporate Members of the Corporation unless the Articles of Incorporation or these Bylaws so require.

Section 5.02. Number And Election Of Directors. A. The number of directors shall not be more than seven (7) provided that the number may be increased or decreased from time to time by an amendment to these Bylaws or resolution adopted by the Board of Directors, provided that the number of directors may not be decreased to fewer than five (5). No decrease in the number of Directors shall have the effect of shortening the term of any incumbent director.

B. At the first annual meeting of Corporate Members and at each annual meeting thereafter, the members shall elect directors. A director shall hold office for two years as deemed by the majority of the Corporate Members and until his successor shall have been elected, appointed, or designated and qualified. Directors may be elected at a special meeting called by the Chairman. Section 5.03. Powers; Requirements. The property, funds and affairs of the Corporation shall be managed and controlled by the Board of Directors. The Board of Directors shall have the power and authority to receive gifts, legacies and donations on behalf of the Corporation and to make expenditures, gifts and donations of capital as well as of income in pursuance of the mission, goals, objectives and purposes of the Corporation. In addition, the Board of Directors shall have the right, power and authority to do all acts and things which may be exercised or done by the Corporation, but subject, nevertheless, to the Texas Nonprofit Corporation Act (the “Act”), to the Articles of Incorporation of the Corporation and these Bylaws. The Board of Directors shall be required to participate actively in the business of the Board of Directors. In this regard, all directors shall be required to be a member of and participant in the activities of at least one Committee and participate actively in the Corporation’s major fund raising programs. Failure to participate on at least one Committee or meet any other minimum participation requirements established by the Board of Directors may constitute cause for removal from the Board of Directors. Directors are expected to attend all regularly scheduled meetings during the year. However, if business or personal scheduling conflicts preclude attendance, it is expected that the Corporation will be advised prior to each meeting which is to be missed. Notwithstanding the foregoing, nothing in this provision allows for the receipt of personal gifts or favors by Members of the Board of Directors as described in Article IX, the Conflict of Interest Section.

Section 5.04. Membership Capacity. Each director shall be an employee or owner of a Corporate Member. However, each director will have the individual fiduciary duties and responsibilities provided by law, notwithstanding the fact that he or she serves as a representative or appointee of his or her company. If or when the employment or ownership status of a director with a Corporate Member terminates (or if such director’s company ceases to be a Corporate Member), such director shall immediately resign as a director or the Board of Directors shall take immediate action to remove such director and appoint a new director to the position.

Section 5.05.Removal. A director may be removed from office, with or without cause, by the Corporate Members. Removal requires an affirmative vote equal to the vote necessary to elect the director.

Section 5.06. Election and Classification of the Board. The Board of Directors shall be divided into two groups (Group I and Group II), each of which is as nearly equal in number as possible. Both groups of directors shall be elected in a 2021 special meeting, but the term of office of directors in Group I shall expire at the 2023 Annual Meeting and the term of office of the directors in Group II shall expire at the 2024 Annual Meeting. Thereafter, each director shall be elected or appointed for a two year term in the manner as specified in Section 5.02. Group I directors shall be elected at the Annual Meetings held in even numbered years and Group II directors shall be elected at the Annual Meetings held in odd numbered years.

Section 5.07. Term of Office. Each director shall be elected or appointed for a two year term as provided in Section 5.02. However, each director’s term of office may end prior to its expiration upon their resignation or removal from office.

Section 5.08. Resignation. A director may resign by providing written notice of such resignation to the Corporation. The resignation shall be effective upon the date of receipt of the notice of resignation or the date specified in such notice. Acceptance of the resignation shall not be required to make the resignation effective.

Section 5.09. Vacancies And Increase In Number Of Directors. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of Corporate Members called for that purpose.

Section 5.08. Notice. Not less than fifteen (15) days notice shall be given to each Director of a regular meeting of the Board. The notice of the meeting shall specify the date, time and place of the meeting. Except for a special meeting or as otherwise provided in Article 4.10 of these Bylaws, a notice of a regular meeting need not specify the purpose for the meeting or the business to be conducted. Not less than ten (10) days notice shall be given for special meeting of the Board and the notice thereof shall state the specific purpose(s) of the meeting.

Section 5.09 Method of Meeting Notices. All notices must be either delivered personally to each Director, mailed via U.S. mail, delivered via electronic mail, or sent by facsimile to the Director’s business address, or electronic mail address or facsimile number as appears on the records of the Corporation. If such notice is given by mail, it shall be deemed delivered when deposited in the United States mail properly addressed and with postage prepaid thereon. If such notice is give or delivered by electronic mail or by facsimile, it shall be deemed delivered upon receipt of confirmation that the transmittal has been successful. Notwithstanding the foregoing, a Director may waive notice of any regular or special meeting of the Board of Directors by written statement filed with the Board Directors, or by oral statement at any such meeting. Attendance at a meeting of the Board of Directors shall also constitute a waiver of notice, except where a Director states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.

Section 5.10. Quorum Two thirds of the number of Directors as fixed pursuant to these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 5.11. Manner of Acting Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all matters before the Board shall be decided by a majority vote of the Directors present at a meeting at which a quorum exists.

Section 5.12. Informal Action. Any action required by law or otherwise permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the text of the resolution or matter agreed upon is sent to all the Directors in office and a consent in writing, setting forth the action so taken, shall be signed by all the Directors. Such consent in writing shall have the same force and effect as a vote of the Board of Directors at a meeting and may be described as such in any document executed by the Corporation.

Section 5.13. Action By Directors Without Meeting. A telegram, telex, electronic mail cablegram, or similar transmission by a Corporate Member or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a Corporate Member shall be regarded as signed by the Corporate Member for purposes of this section.