Agreement For Board Member Nominees

PLEASE READ THE FOLLOWING ARTICLES OF FORMATION:

THE HEIGHTS ELLIS COUNTY FAMILY RESOURCES, INC.

The undersigned natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Texas Business Organizations Code, does hereby adopt the following Certificate of Formation for such corporation:

ARTICLE ONE

The name of the corporation is The Heights Ellis County Advocacy Center, Inc.

ARTICLE TWO

The corporation is a nonprofit corporation.

ARTICLE THREE

The period of its duration is perpetual.

ARTICLE FOUR

The corporation is organized and shall be operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, and/or to foster national or international amateur sports competition, or for the prevention of cruelty to children or animals, all within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code") or corresponding provision hereafter in effect.

The corporation shall be operated exclusively for such purposes, and no part of its net earnings shall inure to the benefit of any private shareholder or individual, no substantial part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE FIVE

The street address of the initial registered office of the corporation is 2330 W. FM 875, Midlothian, Texas 76065, and the name of its initial registered agent at such address is Stanley R. Tidwell.

ARTICLE SIX

The direction and management of the affairs of the corporation and the control and disposition of its properties and funds shall be vested in a Board of Directors composed of such number of persons as may be fixed by the bylaws. Until changed by the bylaws the original number of directors shall be five. The directors shall continue to serve until their successors are selected in the manner provided in the bylaws of the corporation.

The names of the persons who shall serve as the initial Board of Directors of the corporation until their successors are duly elected and qualified are as follows:

Stanley R. Tidwell

Jennifer L. Salzman

Thomas D. Blair

ARTICLE SEVEN

The corporation shall have no shareholders.

ARTICLE EIGHT

The initial bylaws of the corporation shall be adopted by its Board of Directors, and the power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the Board of Directors.

ARTICLE NINE

The directors shall not engage, participate, or intervene in any activity or transaction which would result in the loss by the corporation of its status as an exempt organization under section 50l(c)(3) of the Code, or corresponding provision hereafter in effect; and the use, directly or indirectly, of any part of the corporation's assets in any such activity or transaction is hereby expressly prohibited. Moreover, the corporation shall:

1. make distributions at such time and in such manner as not to subject the corporation to tax under section 4942 of the Code;

2. not engage in any act of self-dealing which would be subject to tax under section 4941 of the Code;

3. not retain any excess business holdings which would subject it to tax under section 4943 of the Code;

4. not make any investments which would subject it to tax under section 4944 of the Code; and

5. not make any taxable expenditures which would subject it to tax under section 4945 of the Code.

ARTICLE TEN

No director of the corporation shall be liable to the corporation for monetary damages for an act or omission in the director's capacity as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office, or (iv) for acts or omissions for which the liability of a director is expressly provided by statute. In addition to the circumstances in which a director shall not be liable as set forth in the preceding sentences, a director shall not be liable to the fullest extent permitted by any provision of the statutes of Texas now in force or hereafter enacted that further limits the liability of a director. This provision shall in no way limit or relieve a director of any liability for federal excise taxes under Chapter 42 of the Code.

ARTICLE ELEVEN

In the event of the dissolution of the corporation, all funds or property or rights thereto of the corporation shall not be transferred to private ownership, but shall be distributed to one or more organizations described in sections 501(c)(3) and 509(a)(l), (a)(2), or (a)(3) of the Code, or corresponding provisions hereafter in effect, as selected by the directors of the corporation.

ARTICLE TWELVE

The name and street address of the incorporator is:

Kevin A. Kosoris

200 A North Rogers Street Waxahachie, Texas 75165

IN WITNESS WHEREOF, I have hereunto set my hand this 2th day of April, 2020.

Please Read The Following Bylaws:

BYLAWS OF THE HEIGHTS ELLIS COUNTY FAMILY RESOURCES, INC.

A Texas Nonprofit Corporation

PREAMBLE

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Texas and the Articles of Incorporations of Texas. In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Texas, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Corporation, it shall then be these Bylaws which shall be controlling.

ARTICLE 1-NAME

The legal name of the Non-Profit Corporation is The Heights Ellis County Family Resources, Inc. The corporation may be referred to simply as "The Heights" or "The Heights of Ellis County".

ARTICLE 2-PURPOSE

The purpose for which The Heights is formed is set forth in the attached Articles of Incorporation. The Heights is established within the meaning of IRS Publication 557 Section 501(c)3 Organization of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code and shall be operated exclusively for The Heights.

In addition, The Heights has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. However, the Corporation shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not furtherance of its primary non-profit purposes.

The Heights of Ellis County shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Texas and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporations/Organization. At no time and in no event shall the Corporation participate in any activities which have not been permitted to be carried out by a Corporation exempt under Section 501(c) of the Code, such as certain political and legislative activities.

ARTICLE 3-OFFICES

The principal office of The Heights of Ellis County shall be located at 2330 W. FM 875, Midlothian, TX 76065.

The Heights of Ellis County may have other such offices as the Board of Directors may determine or deem necessary, or as the affairs of The Heights of Ellis County may find a need for from time to time, provided that any permanent change of address for the principal office is properly reported as required by law.

ARTICLE 4-DEDICATION OF ASSETS

The properties and assets of The Heights of Ellis County are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of The Heights of Ellis County, on dissolution, all remaining properties and assets of The Heights of Ellis County shall be distributed and paid over to an organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c) of the Code.

ARTICLE 5-BOARD OF DIRECTORS

General Powers and Responsibilities - The Heights of Ellis County shall be governed by a Board of Directors (the “Board”), which shall have all the rights, powers, privileges and limitations of liability of directors of a non-profit corporation organized under the laws of Texas. Part of the Board also includes an Executive Committee that is made of at least 5 people. The board Chair, Chair-elect, Treasurer, Corporate President, and Secretary. The Executive Committee shall act for and on behalf of the Board of Directors when the board is not in session but shall be accountable to the Board for its actions. The Board/Executive Committee shall establish policies and directives governing business and programs of The Heights of Ellis County and shall delegate to the Executive Director and The Heights of Ellis County staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.

Primacy of Proclamation Board Resolution - The primary purpose of The Heights of Ellis County is fostering collaborative partnerships of organizations committed to serving God and others with excellence to help streamline services offered to meet people’s physical and spiritual needs. It is hereby resolved that this primary purpose of remaining gospel centered in community service cannot be changed unless there are unanimous votes of 100% of all then duly elected members of The Heights of Ellis County board of directors at face-to-face meetings in three consecutive years, In other words, changing this primary purpose shall take no less than three years to do and there must be at least one face-to-face board meeting in each of three consecutive years with all the then current board members attending each of the three meetings, not just a quorum, at which all board members unanimously vote to change this primary purpose at each of the three meetings.

Number and Qualifications - The Board shall have up to 21 members, but no fewer than 7 Board members. The number of Board members may be increased beyond 21 members by the majority vote of all then-serving Board of Directors. The original selection of the board will be selected by the legal president of the corporation. The board shall be made up of a diverse group of people. Each city or area of Ellis County needs to be represented with key members such as police chiefs, government officials, faith-based leaders, as well as including a voice on the board from a previous victim of domestic violence. The Board members shall also have different roles for leadership and governing. These roles include but are not limited to: chairman, chair-elect, finances, fundraising, nominating, projects, and special events.

Board Compensation - The Board shall receive no compensation other than reimbursement for reasonable expenses. However, provided the compensation structure complies with Section relating to “Contracts Involving Board Members and/or Officers” as stipulated under these Bylaws, nothing in these Bylaws shall be construed to preclude any Board Member from serving The Heights of Ellis County in any other capacity and receiving compensation for services rendered.

Board Elections - After the establishment of the initial board:

- A prospective board member must be nominated by an existing board member.

- The nominating board member must fill out a nomination form which includes a statement making the case for the recommendation of the prospective board member.

- The nominating member must submit a bio, the nominating form, and the recommendation to the board development sub-committee for consideration.

- The board development subcommittee researches candidates and evaluates their fit with the board’s needs and mission.

- The subcommittee brings the recommendation to the entire board of directors.

- The board of directors votes on the nomination. (Note: Voting may be done either at a board meeting or via conference call.) Only at this point does the committee reach out and interview the prospective candidate.

- The board development subcommittee extends an invitation to the prospective board member if the nomination is approved and the interview is successful.

Term of Board - All appointments to the Board shall be for a term of 1-3 years. No person shall serve more than 4 consecutive terms unless unanimously the other current Board members vote to appoint a Board member to additional terms. Each additional term thereafter must be unanimously voted in favor by all then-serving Board members. Three months prior to a Board members term expiration, the Board member is asked to give written notification to the board of his/her desire to have their term extended or terminated. Members can also be staggered out on a rotations.

Vacancies - A vacancy on the Board of Directors may exist at the occurrence of the following conditions:

a) The death, resignation, or removal of any director;

b) The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, found by final order or judgment or any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standard of conduct for a director, or has missed 3 consecutive meetings of the Board of Directors, or a total of 3 meetings of the Board during any one calendar year;

c) An increase in the authorized number of directors; or

d) The failure of the directors, at any annual or other meeting of directors at which director(s) are to be elected, to elect the full authorized number of directors.

The Board of Directors, by way of affirmative vote of a majority of the directors then currently in office, may remove any director without cause at any regular or special meeting, provided that the director to be removed has been notified in writing in the manner set forth in Article 5- Meetings that such action would be considered at the meeting.

Except as provided in this paragraph, any director may resign effective upon giving written notice to the chair of the Board, the president of The Heights of Ellis County, the secretary of The Heights of Ellis County, or the Board of Directors, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective. Unless the Attorney General of Texas is notified, no director may resign when The Heights of Ellis County would then be left without a duly elected director in charge of its affairs.

Any specific role that has been left vacant on the Board may be filled by any of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Resignation - Each Board member shall have the right to resign at any time upon written notice thereof to the Chair of the Board, Secretary of the Board, or the Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.

Removal - A Board member will be removed immediately with a breach of upholding the vision, mission, values and statements of faith. A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative majority of then-serving Board members.

Meetings - The Board’s regular meetings may be held at such time and place as shall be determined by the Board. The Chair of the Board or a member of the Executive Committee may call a special meeting of the Board with 14 days’ written notice provided to each member of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The person(s) to call such special meetings of the Board may also establish the place the meeting is to be conducted, so long as it is a reasonable place to hold any special meeting of the Board. Electronic meetings are permitted if face to face meetings are not possible.

Minutes - The secretary shall be responsible for the recordings of all minutes of each and every meeting of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the Chair of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to The Heights of Ellis County to be placed in the minute books. A copy of the minutes shall be delivered to each Board member via either regular mail, hand delivered, emailed, or faxed within 7 business days after the close of each Board meeting.

Quorum - At each meeting of the Board of Directors or Board Committees, the presence of seventy percent of the members for that individual meeting or committee shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the Chair of the Board 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 Committees if during the meeting he or she is present via telephone or web conferencing with the other Board members participating in the meeting.

Voting - Each Board member shall only have one vote.

Board Member Attendance - An elected Board Member who is absent from 3 consecutive regular meetings shall be encouraged to reevaluate with the Chair of the Board his/her commitment to the Corporation. The Board may deem a Board member who has missed 3 consecutive meetings without such a reevaluation with the Chair to have resigned from the Board.

Ex Officio Members – The board does have the right to add Ex Officio members as approved by the full board. The terms of these members can be set up on a case by case basis and Ex Officio members are not held to the same attendance responsibilities of other board members.

ARTICLE 6-OFFICERS/EXECUTIVE COMMITTEE

Officers and Duties - The Board shall elect officers of The Heights of Ellis County in addition to the duties in accordance with this Article, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by law, Articles of Incorporation, or by these bylaws, subject to control of the Board of Directors, and they shall perform any other such additional duties which the Board of Directors may assign to them at their discretion. These officers are collectively called the Executive Committee.

Executive Committee - The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session but shall be accountable to the Board for its actions. It shall be composed of the voting members Chairperson, Chair-elect, Treasurer, Corporate President and Secretary. The Executive Director shall serve as a non-voting member of the Executive Committee. The Chairperson will serve as chairman of the Executive Committee.

The executive committee members will be selected by the Board at its annual meeting, and shall serve the needs of the Board for a period of one year. Members of the executive committee should not be under contract of employment with The Heights. All officers have the right to resign at any time by providing notice in writing to the Chair of the Board, President, and/or Secretary of the Corporation, without bias or predisposition to all rights, if any, of the Corporation under any contract to which said officer is a part thereof. All resignations shall become effective upon the date on which the written notice of resignation is received or at any time later as may be specified within the resignation; and unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be required to make the resignation effective.

Any and all vacancies in any office because of death, resignation, disqualification, removal, or for any other cause, shall be filled in accordance to the herein prescribed Bylaws for regular appointments to such office. The compensation, if any, of the officers shall be fixed or determined by resolution of the Board of Directors. Officers can serve for consecutive terms as elected by the board.

Chair of the Board - It shall be the responsibility of the Chair of the Board, when present, to preside over all meetings of the Board of Directors and Executive Committee. The Chair of the Board is authorized to execute, in the name of The Heights of Ellis County, any and all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by The Heights of Ellis County, except when required by law that the President’s signature must be provided.

Chair-elect - the Board will designate a Vice Chairperson as a Chair-Elect. The Chair-Elect’s responsibilities go beyond the usual role of a Vice Chair to lead the board in the Chairperson’s absence. The responsibilities of a Chair Elect include presiding over meetings in the absence of the Chairperson as well as serving an individual role on the board and the Executive Committee. The chair-elect does have an individual voting role on the Board and the Executive Committee.

Corporate President - The Corporate President shall serve on the Board and the Executive Committee and have a voting role on both.

Treasurer - The Treasurer shall serve on the Board and the Executive Committee and have a voting role on both. The Treasurer will serve as the Chief Financial Officer and as a signer on all accounts.

Secretary - The Secretary shall serve on the Board and the Executive Committee and have a voting role on both. The secretary will be responsible to take meeting minutes at Board meeting and Executive Committee meetings.

ARTICLE 7-COMMITTEES

Committees of Directors - The Board of Directors/Executive Committee may, from time to time, and by resolution adopted by a majority of the directors then in office provided that a quorum is present, designate one or more committees other than the Executive Committee to exercise all or a portion of the authority of the Board, to the extent of the powers specifically delegated in the resolution of the Board or in these Bylaws. Each such committee shall consist of at least one board member, and may also include persons who are not on the Board but whom the directors believe to be reliable and competent to serve at the specific committee. However, committees exercising any authority of the Board of Directors may not have any non-director members. The Board may designate one or more alternative members of any committee who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the directors then in office, provided that a quorum is present. The Board of Directors may also designate one or more advisory committees that do not have the authority of the Board; however, no committee, regardless of Board resolution, may:

a) Approve of any action that, pursuant to applicable law, would also require the affirmative vote of the members of the Board if this were a membership vote.

b) Fill vacancies on, or remove the members of, the Board of Directors or any committee that has the authority of the Board.

c) Fix compensation of the directors serving on the Board or on any committee.

d) Amend or repeal the Articles of Incorporation or bylaws or adopt new bylaws.

e) Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable.

f) Appoint any other committees of the Board of Director or their members.

g) Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; or a plan for the sale, lease, or exchange of all or considerably all the property and assets of the Corporation otherwise that in the usual and regular course of its business; or revoke any such plan.

Unless otherwise authorized by the Board of Directors, no committee shall compel the Corporation in a contract or agreement or expend Corporation funds.

Meetings and Actions of Committees - Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article 7- Committees of these Bylaws concerning meetings and actions of the directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with The Heights of Ellis County records. The Board of Directors may not adopt rules not consistent with the provisions of these bylaws for the governance of any committee.

If a director relies on information prepared by a committee of the Board on which the director does not serve, the committee must be composed exclusively of any or any combination of (a) directors, (b) directors or employees of The Heights of Ellis County whom the director believes to be reliable and competent in the matters presented, or (c) counsel, independent accountants, or other persons as to matters which the director believes to be within that person’s professional or expert competence.

ARTICLE 8-STANDARD OF CARE

General - A director shall perform all the duties of a director, including, but not limited to, duties as a member of any committee of the Board on which the director may serve, in such a manner as the director deems to be in the best interest of The Heights of Ellis County and with such care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in a similar situation may exercise under similar circumstances.

In the performance of the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

a) One or more officers or employees of The Heights of Ellis County whom the director deems to be reliable and competent in the matters presented;

b) Counsel, independent accountants, or other persons, as to the matters which the director deems to be within such person’s professional or expert competence; or

c) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director deems to merit confidence,

so long as in any such case the director acts in good faith, after reasonable inquiry when the need may be indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.

Except as herein provided in Article 8- Standard of Care, any person who performs the duties of a director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a director, including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to which The Heights of Ellis County, or assets held by it, are dedicated.

Loans - The Heights of Ellis County shall not make any loan of money or property to, or guarantee the obligation of, any director or officer. Provided, however, that The Heights of Ellis County may advance money to a director or officer of The Heights of Ellis County or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent the advance.

Conflict of Interest - The purpose of the Conflict of Interest policy is to protect The Heights of Ellis County’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations/organizations and is not intended as an exclusive statements of responsibilities.

Restriction on Interested Directors - Not more than twenty-five percent of the persons serving on the Board of Directors at any time may be interested persons. An interested person is any person currently being compensated by The Heights of Ellis County for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director. However, any violation of this section shall not affect the validity or enforceability of any transaction entered into by the interested person.

Duty to Disclose - In connection with any actual or possible conflict or interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors who are considering the proposed transaction or arrangement .

Establishing a Conflict of Interest - After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict or interest exists.

Addressing a Conflict of Interest - In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions:

a) Any interested person may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest.

b) The Chair of the Board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c) After exercising due diligence, the Board shall determine whether The Heights of Ellis County can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, that Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the interest of The Heights of Ellis County, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination.

Violations of Conflict of Interest Policy - Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.

If, after hearing the interested person’s explanation, and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Procedures and Records - All minutes of the Board Meetings, when applicable, shall contain the following information:

a) The names of all the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed.

b) The names of the persons who were present for discussions and any votes relating to the transaction or arrangement, the consent of the discussions, including any alternatives to the proposed transaction or arrangements, and a record of any vote taken in connection with the proceedings.

Violation of Loyalty-Self Dealing Contracts - A self-dealing contract is any contract or transaction (i) between The Heights of Ellis County and one or more of its Directors, or between The Heights of Ellis County and any corporation, firm, or association in which one or more of the Directors has material financial interest (“Interested Director”), or (ii) between The Heights of Ellis County and a corporations, firm, or association of which one or more of its directors are Directors of The Heights of Ellis County. Said self-dealing shall not be void or voidable because such Director(s) of corporation, firm, or association are parties or because said Director(s) are present at the meeting of the Board of Directors or committee which authorizes, approves or ratifies the self-dealing contract, if:

a) All material facts are fully disclosed to or otherwise known by the members of the Board and the self-dealing contract is approved by the Interested Directors in good faith (without including the vote of any membership owned by said interested Director(s));

b) All material facts are fully disclosed to or otherwise known by the members of the Board of Directors or committee, and the Board of Directors or committee authorizes, approves, or ratifies the self-dealing contract in good faith-without counting the vote of the interested Director(s)-and the contract is just and reasonable as to The Heights of Ellis County at the time it is authorized, approved, or ratified; or

c) As to contracts not approved as provided in above sections (a) and/or (b), the person asserting the validity of the self-dealing contract sustains the burden of proving that the contract was just and reasonable as to The Heights of Ellis County at the time it was authorized, approved, or ratified.

Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this section.

Indemnification - To the fullest extent permitted by law, The Heights of Ellis County shall indemnify its “agents,” as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceedings,” and including any action by or in the right of The Heights of Ellis County, by reason of the facts that the person is or was a person described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this article.

The Heights of Ellis County shall have the power to purchase and maintain insurance on behalf of any agent, including the Board of Directors, of The Heights of Ellis County, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, or to give other indemnification to the extent permitted by law.

ARTICLE 9-EXECUTION OF DOCUMENTS

Execution of Corporate Instruments - The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such authorized execution or signature shall be binding upon The Heights of Ellis County.

The Board of Directors may authorize the President or other officer(s) of The Heights of Ellis County to sign contracts or other agreements on behalf of The Heights of Ellis County. Contracts or agreements at or below a certain dollar value or regarding certain types of actions may be authorized in advance by the Board of Directors. The Board of Directors shall have discretion to implement such authorizations as it sees fit and as allowed by law.

All checks and drafts drawn on banks or other depositories on funds to the credit of The Heights of Ellis County, or in special accounts of The Heights of Ellis County, shall be signed by such person or persons as the Board of Directors shall authorize to do so. The Board of Directors must expressly authorize all persons who are to be named as authorized signers on any bank account of The Heights of Ellis County.

Loans and Advances- No loans or advances shall be contracted for on behalf of The Heights of Ellis County, and no note or other evidences of indebtedness shall be issued in its name, and no security interest in its property shall be granted without the express and specific authorization of the Board of Directors. All loans for The Heights are limited to short term interim loans.

ARTICLE 10-RECORDS AND REPORTS

Maintenance and Inspection of Articles and Bylaws - The Heights of Ellis County shall keep at its principal office the original or a copy of its Articles of Incorporation and bylaws as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours.

Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns - The Heights of Ellis County shall keep at its principal office a copy of its federal tax exemptions application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law.

Maintenance and Inspection of Other Corporate Records - The Heights of Ellis County shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committee of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of The Heights of Ellis County. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form capable of being converted to written, typed, or printed form. Upon leaving office, each officer, employee, or agent of The Heights of Ellis County shall turn over to his or her successor or the Chair of the Board or President, in good order, such corporation monies, books, records, minutes, lists, documents, contracts or other property of The Heights of Ellis County as have been in the custody of such officer, employee, or agent during his or her term of office.

Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of The Heights of Ellis County and each of its subsidiary corporations/organizations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.

Preparation of Annual Financial Statements - The Heights of Ellis County shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be audited by an independent certified public accountant, in conformity with generally accepted accounting standards. The Heights of Ellis County shall make these financial statements available to the Texas Attorney General and members of the public for inspection no later than 45 days after the close of the fiscal year to which the statements relate.

Reports - The Board shall ensure an annual report is sent to all directors within 30 days after the end of the fiscal year of The Heights of Ellis County, which shall contain the following information:

a) The assets and liabilities, including trust funds, of this corporation at the end of the fiscal year.

b) The principal changed in assets and liabilities, including trust funds, during the fiscal year.

c) The expenses or disbursement of The Heights of Ellis County for both general and restricted purposes during the fiscal year.

d) The information required by Non-Profit Corporation Act concerning certain self-dealing transactions involving more than $50,000 or indemnifications involving more than $10,000 which took place during the fiscal year.

The report shall be accompanied by any pertinent report from an independent accountant or, if there is no such report, the certificate of an authorized officer of The Heights of Ellis County that such statements were prepared without audit from the books and records of The Heights of Ellis County.

ARTICLE 11-FISCAL YEAR

The fiscal year for this Corporation shall end on December 31st.

ARTICLE 12-AMENDMENTS AND REVISIONS

The primary purpose of The Heights of Ellis County is fostering collaborative partnerships of organizations committed to serving God and others with excellence to help streamline services offered to meet people’s physical and spiritual needs. It is hereby resolved that this primary purpose of remaining gospel centered in community service cannot be changed unless there are unanimous votes of 100% of all then duly elected members of The Heights of Ellis County board of directors at face-to-face meetings in three consecutive years, In other words, changing this primary purpose shall take no less than three years to do and there must be at least one face-to-face board meeting in each of three consecutive years with all the then current board members attending each of the three meetings, not just a quorum, at which all board members unanimously vote to change this primary purpose at each of the three meetings.

These bylaws may only be adopted, amended, or repealed by unanimous agreement of the directors then in office. Such action can only be considered if it does not conflict with the primary purpose stated above. Such action is authorized only at a duly called and held meeting of the Board of Directors of which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefore, is given in accordance with these bylaws. If any provision of these bylaws requires the vote of a larger portion of the Board than is otherwise required by law, that provision may not be altered, amended or repealed by the greater vote.

ARTICLE 13-CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provision, rules of construction, and definitions contained in the Non-Profit Corporation Act as amended from time to time shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes plural and the plural number includes the singular, and the term “person” includes a Corporation as well as a natural person. If any competent court of law shall deem any portion of these bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.

Please Read The Following Directives:


THE HEIGHTS OF ELLIS COUNTY DIRECTIVES

Ephesians 4:11-13

So Christ himself gave the apostles, the prophets, the evangelists, the pastors and teachers, to equip his people for works of service, so that the body of Christ may be built up until we all reach unity in the faith and in the knowledge of the Son of God and become mature, attaining to the whole measure of the fullness of Christ.

Mission

What we do and/or why.

◦ Fostering collaborative partnerships with organizations who are committed to serving God

and meeting the physical and spiritual needs of others to provide streamlined services to

victims of domestic abuse and their children.

Vision

What it looks like to accomplish the mission and/or how.

Meeting the needs of people in Ellis County through a multi-agency center with advocates

who listen deeply to clients to determine risk assessment, provide short-term safety, and

long-term plans of service in the following areas:

▪ Counseling

▪ Childcare

▪ Food and Clothing Assistance

▪ Law Enforcement

▪ Legal Assistance

▪ Parenting and relationship education

▪ Spiritual direction

▪ Healthcare

▪ Victim advocacy and case management

▪ Education

▪ Job training

▪ Transitional housing

The Key Distinctions:

◦ The Heights center of services is based on the family justice center model.

◦ This model is not a stand-alone non profit among many others.

◦ The heart of this model is to unite other non profits together to serve the victims of domestic violence in ways that provide public safety and not just social work.

◦ This model has proven successful across the country and has been designated as a best practice model for domestic violence intervention and prevention by the U.S. Department of

Justice.

Core Values:

  • Public Safety

  • Intentionally focused the safety of women and children and not just social work

  • Comprehensive Services

  • Intentionally ministering to both the physical and spiritual needs of people

  • Comprehensive Case Management

  • Offering: education, job training, counseling, advocacy, childcare, food and clothing,

    immigration services, law enforcement, legal assistance, parenting and relationship

    education, spiritual direction, healthcare, and transitional housing

  • The Gospel of Jesus Christ

  • Being intentional in daily gospel sharing throughout every organization

  • Discipleship

  • Being purposeful about encouraging every participant to have a personal relationship

    with Christ and grow towards spiritual maturity

  • Excellence

  • Honoring Christ through the pursuit of excellence in every area of ministry

  • Compassion & Empathy

  • Representing the gospel by treating everyone with love, dignity, and respect

  • Sanctity of Life

  • Upholding the sanctity of human life of both the born and the unborn

  • Stewardship

  • Being good stewards of all resources

  • Prayer

  • Setting aside a specific time each day to gather together in prayer

  • God’s Provision

  • Committing to allow God to speak through the daily provisions of our financial needs,

    including a debt-free facility and by accepting no contributions that have any restrictions to, or diluting the mission of being Gospel centered

  • Transparency & Accountability

  • Seeking to be open and honest in all that we do

  • Shared Space

  • Providing office space and shared meeting spaces for non profit partners and the

    community

Please Read The Following Board Member Commitment:

1 Corinthians 9:19-23

Even though I am free of the demands and expectations of everyone, I have voluntarily become a servant to any and all in order to reach a wide range of people: religious, nonreligious, meticulous moralists, loose-living immoralists, the defeated, the demoralized-whoever. I didn’t take on their way of life. I kept my bearings in Christ- but I entered their world and tried to experience things from their point of view. I’ve become just about every sort of servant there is in my attempts to lead those I meet into a God-saved life. I did all this because of the Message. I didn’t just want to talk about it; I wanted to be in on it!

Statements of Faith

We believe Jesus Christ is God, in His virgin birth, in His sinless life, in His miracles, in His death that paid for our sin through His shed blood, in His bodily resurrection, in His ascension/rising up to the right hand of the Father and in His personal return in power and glory. (John 1:1; Matthew 1:18,25; Hebrews 4:15; Hebrews 9:15-22; 1 Corinthians 15:1-8; Acts 1:9-11; Hebrews 9:27-28)

We believe in eternal life, and that through belief in Jesus Christ as the Son of God, we spend eternity with the Lord in Heaven. We believe there is one true God, eternally existing in three persons – Father, Son, and Holy Spirit – each of whom possesses equally all the attributes of Deity. (Matthew 25:31-46; 1 Thessalonians 4:13-18)

We believe that God created all human beings in His image. Therefore, we believe that human life is sacred from conception to its natural end; that we must honor the physical and spiritual needs of all people; following Christ’s example, we believe that every person should be treated with love, dignity and respect. (Psalm 139:13; Isaiah 49:1; Jeremiah 1:5; Matthew 22:37-39; Romans 12:20-21; Galatians 6:10)

Primacy of Proclamation Board Resolution

The primary purpose of The Heights of Ellis County is fostering collaborative partnerships of organizations committed to serving God and others with excellence to help streamline services offered to meet people’s physical and spiritual needs. It is hereby resolved that this primary purpose of remaining gospel centered in community service cannot be changed unless there are unanimous votes of 100% of all then duly elected members of The Heights of Ellis County board of directors at face-toface meetings in three consecutive years, In other words, changing this primary purpose shall take no less than three years to do and there must be at least one face-to-face board meeting in each of three consecutive years with all the then current board members attending each of the three meetings, not just a quorum, at which all board members unanimously vote to change this primary purpose at each of the three meetings.

Remaining Mission True

At every annual meeting, these Directives must be reviewed. All decisions, services and organizations must uphold these founding vision, mission, values and statements of faith. Annually rededicate The Heights of Ellis County to remain mission true by whatever means are necessary.

Please complete the form below:

ACKNOWLEDGEMENTS OF BYLAWS, DIRECTIVES, & FINANCIAL COMMITMENT:

 

CONTACT US:

2230 Bryan Place Midlothian, TX 76065

The Heights Hotline: 469.672.6494

Business Office: 469.672.6351

The Heights is an affiliate of The Family Justice Center Alliance as a part of Alliance For Hope International