Aura Fury Bylaws
These Bylaws are subject to, and governed by, the Texas Non-Profit Corporation Act and the Articles of Incorporation of Aura Fury. In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Texas Non-Profit Corporation Act, the Texas Non-Profit Corporation Act will be controlling. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Aura Fury, these Bylaws will be controlling.
Article 1 Name
1.1 Name. The Name of Non Profit Corporation is Aura Fury. The business of the corporation may be conducted under Aura Fury or Aura Fury Gaming Community.
Article 2 Purpose
2.1 General. The purposes for which Aura Fury is organized are:
2.1.1 Aura Fury is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code.
2.1.2 To engage in any and all lawful activities incidental to the foregoing purposes, except as otherwise restricted herein.
2.1.3 Aura Fury shall be forbidden from engaging in political parties and supporting political candidates
2.2 Aura Fury is a non-profit corporation and shall have all of the powers, duties, authorizations, and responsibilities as provided in the Texas Non-Profit Corporation Act; provided, however, Aura Fury shall neither have nor exercise directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income taxation as an organization described in Section 501(c)(3) of the Code
Article 3 Offices
3.1 Principle Office. The Principal Office of Aura Fury shall be located at 604 Willow St. Angleton TX 77515
3.2 Other Offices. Aura Fury may have other offices should the Board of Directors feel this is a need and majority vote to create one
Article 4 Board of Directors
4.1 General Powers and Responsibilities. Aura Fury shall be governed by a Board of Directors (“the Board”), which shall have all of the rights, powers, privileges and limitations of liability of Aura Fury directors of a nonprofit corporation organized under the Texas Non-Profit Corporation Act. The Board shall establish policies and directives governing business and programs of Aura Fury and shall delegate to the Executive Director and Aura Fury staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.
4.2 The Board shall have up to 4, but never fewer than 3, members. A Board member need not be a resident of the State of Texas.
4.3 In addition to the regular members of the Board, representatives of other parts of Aura Fury may be brought on to take part in meetings, but shall have no vote on the board.
4.4 Board Compensation: The Board shall receive no compensation for being a board member other than reasonable expenses that have been pre approved by the board.
4.5 The board shall post positions for the board on the Aura Fury website. A governance committee shall be appointed by the board to review and recommend new members of the board. Current serving members of the board then vote on which member should become the new member of the board.
4.6 Term of Board: Board members are permanent. At the end of each fiscal year board members are reviewed. If they have continued to further the purpose of Aura Fury, regularly took part in meetings, have followed the bylaws, and have met satisfactory requirements laid out by the board and president they can continue as board members.
4.7 Vacancies on the Board may be filled by a majority vote of the Board at a Board meeting at which a quorum is present. A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
4.8 Resignation. Each Board member shall have the right to resign at any time upon written notice thereof to all the members of the board. Unless otherwise specified in the notice, the resignation shall take effect two weeks after receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.
4.9 Removal. A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a majority of then-serving Board members.
4.10 Meetings. The Board’s regular meetings may be held at such time and place as shall be determined by the Board. The Chair or any four regular Board members may call a special meeting of the Board on one weeks’ notice to each member of the Board. Notice shall be served to each Board member via e-mail and direct message through the Aura Fury Discord. The person or persons authorized to call special meetings of the Board must fix an online meeting, so long as it is reasonable, as the place for holding any special meeting of the Board called by them.
4.11 Minutes. At meetings of the Board, business shall be transacted in such order as the Board may determine from time to time. In the event the Secretary is unavailable, the Board Chair shall appoint a person to act as Secretary at each meeting. The Secretary, or the person appointed to act as Secretary, shall prepare minutes of the meetings which shall be delivered to Aura Fury to be placed in the minute books of Aura Fury.
4.12 Action by Written Consent. Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Board members. Such consent shall be placed in the minute book of Aura Fury and shall have the same force and effect as a unanimous vote of the Board taken at an actual meeting. The Board members’ written consent may be executed in multiple counterparts or copies, each of which shall be deemed an original for all purposes. In addition, facsimile signatures and electronic signatures or other electronic “consent click” acknowledgments shall be effective as original signatures.
4.12 Quorum. At each meeting of the Board or Board Committees, the presence of 4 or 3 shall be considered a Quorum. If at any time the Board consists of an even number of members and a vote results in a tie, the vote of the Chair shall be the deciding vote. The act of the majority of the Board members serving on the Board or Board Committees and present at a meeting in which there is a quorum shall be the act of the Board or Board Committees, unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board or Board Committee if during the meeting he or she is in by internet or telephone communication with the other Board members participating in the meeting.
4.13 Board Member Attendance. An elected Board member who is absent from three regular meetings of the Board during a fiscal year is encouraged to re-evaluate with the Board Chair his/her commitment to Aura Fury given natural disasters, deployment, major illness, or a death in the immediate family is not the cause of the absence. The Board may deem a Board member who has missed three consecutive meetings without such a re-evaluation with the Chair to have resigned from the Board.
Article 5 Offices
5.1 Officers and Duties. The Board shall elect officers of Aura Fury which shall include a Chair, a Chair Elect, a Secretary, a Treasurer, and such assistants and other officers as the Board shall from time to time determine. One person may hold any two or more offices, except the Chair and Secretary.
5.2 Chair. The Chair shall preside at meetings and have the power to call meetings. The Chair shall be responsible for leadership of the Board in discharging its powers and duties and shall, in general, supervise and control all of the business and affairs of Aura Fury. The Chair may sign contracts and other instruments on the organization’s behalf.
5.3 Chair Elect. The Chair Elect shall have all powers and duties of the Chair during the Chair’s absence, disability, or disqualification, or during any vacancy in the position of Chair, and such other powers or duties assigned by the Chair, the Board, or the Bylaws.
5.4 Secretary. The Secretary shall (a) cause the minutes of all Board and Executive Committee meetings and proceedings to be recorded, (b) certify the accuracy of such minutes, (c) cause notice of all meetings to be given, (d) attest the signatures of Aura Fury’s officers and Board members as required, (e) sign correspondence on behalf of the Board, and (f) have all other powers assigned by the Board, the Chair, or these Bylaws.
5.5 Treasurer. The Treasurer shall have access to records of all receipts, disbursements, assets, and liabilities of the organization and shall report to the Board on the condition of such records and financial condition of Aura Fury from time to time and at least quarterly. Prior to the beginning of the fiscal year, the Treasurer shall cause a proposed operating and capital expenditure budget to be presented to the Board for approval. The Treasurer shall cause to be prepared and submitted to the Board a financial statement showing Aura Fury’s net worth at the close of the fiscal year and cause a firm of outside certified public accountants to audit the organization’s books and records at the end of each fiscal year. The Treasurer shall cause all employees of the organization responsible for the handling of funds to be adequately bonded and shall report on the fidelity bonds of such employees to the Board annually.
Election and Term of Office. All officers shall be members of the Board during their terms of office. Officers shall be elected for a two year term. There shall be no term limits at this time. The officers of the Board shall be elected annually by the Board at regular Board meetings as terms expire or vacancies otherwise arise. A vacancy occurring in any office due to death, resignation, removal, disqualification, or any other reason may be filled by the Board for the unexpired portion of the term of office left vacant.
5.6 Removal. Any officer or agent (e.g., Executive Director) elected or appointed by the Board may be removed at any time by the affirmative vote of a majority of the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Article 6 Committees
6.1 Committee Chairs. The Chair may designate and appoint committees of the Board as deemed necessary. Each Board committee shall be chaired or co-chaired by a Board member appointed by the Chair or, at the Chair’s discretion, selected by the committee’s members, subject to the approval of the Board. Non-Board members may be appointed to any Board committees at the discretion of the Chair.
6.2 Committees may be created at the discretion of the board. The board must designate the rules, goals, and limited time frame of the committee before its creation. All committees must also adhere to bylaws and rules created by the board
Article 7 Bylaw Amendments
7.1 The bylaws may be amended by a majority vote with all members of the board who have voting rights present.
7.2 No amendment can be made to the bylaws that would cause Aura Fury to lose 501 c 3 status or non-profit status in the state of Texas
7.3 An amendment made to change the maximum number of board members with voting rights must have all members present at the vote and all members must vote yes for add the new board member
Transparency and Accountability
8.1 Any contract or business dealing that directly benefits a member of the board or an employee must be disclosed on the Aura Fury website along with the reason why they were chosen
8.2 Starting after the 1st fiscal year of operation (January 1st, 2023) a balance sheet and income statement shall be posted on the Aura Fury website in the public view. Aura Fury shall not charge any fee for viewing this information on the website
8.3 Any question and or request for financial information should be directed to the website. No board member shall try to hide the availability of this information
8.4 The goals and missions of Aura Fury shall always be in the public view on the Aura Fury website
8.5 Board Minutes will be made available to the public upon request or within 30 days on the Aura Fury website
8.6 The bylaws of Aura Fury shall be posted on the Aura Fury website
8.7 Members of the board may request to see any amounts paid to members of the board or employees for reimbursement of expenses
8.8 Staff records may be requested by the board at any time
8.9 Staff records are considered private and may only be requested by authorized government agencies
8.10 The board shall adopt and review once per year a conflict of interest policy to protect Aura Fury when deciding on any transaction, contract or partnership that could benefit board members, officers, committee members, employees or volunteers
Article 9 Miscellaneous
9.1 Fiscal Year. The fiscal year of Aura Fury shall be from January 1st to December 31st.
9.2 Annual Budget. The Board shall adopt an annual operating budget, which specifies major expenditures by type and amount.
9.3 Annual Budget Mandatory Revision. Should Aura Fury receive a major donation, the board will need to adopt a new budget that accounts for the donation.
9.4 Books and Records. Aura Fury shall keep correct and complete books and accounting records and shall also keep minutes of the proceedings of its Board.
9.5 Contracts and Grants. The Board may authorize any officer(s) or agent(s) of Aura Fury to enter into contracts, leases, and agreements with and accept grants and loans from the United States; its departments and agencies; the State of Texas; its agencies, counties, municipalities, and political subdivisions; and public or private corporations, foundations, and persons; and may generally perform all acts necessary for a full exercise of the powers vested in it. The Executive Director shall have authority to enter into such contracts and expend such funds on behalf of the organization as the Board may specify.
9.6 Checks, Drafts, or Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of Aura Fury shall be signed by such officer(s) or agent(s) of Aura Fury and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Executive Director and co-signed by the Treasurer
9.7 Deposits. All funds of Aura Fury shall be deposited from time to time to the credit of Aura Fury in such banks, trust companies, or other depositories as the Board shall select.
9.8 Acceptance of Gifts. The Board may accept on behalf of Aura Fury any cash contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of Aura Fury. Prior to acceptance of a significant non-cash contribution, gift, bequest, or devise, the Board shall determine, by resolution thereof, that the acceptance of such non-cash contribution, gift, bequest, or devise by Aura Fury would be consistent with and further the purposes of Aura Fury.
9.9 Contracts Involving Board Members and/or Officers. Upon full disclosure of a direct or indirect interest in any contract relating to or incidental to the operations of Aura Fury, members of the Board and officers of Aura Fury may be permitted to maintain a direct or indirect interest in any such contract, notwithstanding that at such time they may also be acting as individuals, or Aura Fury trustees of trusts, or beneficiaries of trusts, members or associates, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, trustees, or otherwise; provided, however, that any contract, transaction, or action taken on behalf of Aura Fury involving a matter in which a trustee or officer is personally interested as a shareholder, trustee, or otherwise shall be at arm's length and not in violation of the proscriptions in the Articles of Incorporation or these Bylaws which prohibit Aura Fury’s use or application of its funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of Aura Fury if such contract, transaction, or act would result in denial of Aura Fury’s exemption from federal income taxation under the Code and its regulations, as they now exist or as they may hereafter be amended. In no event, however, shall any person or entity dealing with the Board or officers of Aura Fury be obligated to inquire into the authority of the Board and officers to enter into and consummate any contract, transaction or take other action. Any Board member who would directly or indirectly benefit from a contractual relationship as described above shall not participate in the decision on whether that Board member shall be permitted by the Board to maintain such an interest. The board must decide that taking part in such a contract will be the best option for Aura Fury.
9.10 Investments. Aura Fury shall have the right to retain all or any part of any property – real, personal, tangible, or intangible – acquired by it in whatever manner and pursuant to the direction and judgment of the Board, to invest and reinvest any funds held by it without being restricted to the class of investments available to trustees by law or any similar restriction. All investments must be in compliance with 501 c 3 regulations.
9.11 Exempt Activities. Notwithstanding any other provision of these Bylaws, no Board member, officer, employee, or representative of Aura Fury shall take any action or carry on any activity by or on behalf of Aura Fury which is not permitted to be taken or carried on by an organization exempt from federal income taxation under sections 501(a) and 501(c)(3) of the Code and its regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under section 170(a)(1) of the Code and its regulations as they now exist or as they may hereafter be amended, by virtue of being charitable contributions as defined in section 170(c)(2) of the Code and its regulations as they now exist or as they may hereafter be amended.
9.12 Nondiscrimination Policy Aura Fury’s board, committee and representatives and persons served by Aura Fury shall be selected entirely on a nondiscriminatory basis.
9.13 Aura Fury shall make no loan to any board member, officer or employee of Aura Fury. Aura Fury shall not engage in making loans for financial gain.
9.14 Severability of Clauses. If any provision of these Bylaws is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of these Bylaws shall remain operative and binding.