Article One: NAME
The name of the corporation is Round Rock Senior Citizens Foundation.

Article Two: NON‑PROFIT CORPORATIONS
The corporation is a non‑profit corporation.

Article Three: DURATION
The period of its duration is perpetual.

Article Four: PURPOSES
The purposes for which the corporation is organized are:

   1. To provide financial assistance for the continued operation of the Senior Citizens Center in Round Rock, Texas, as well as for Senior Citizens programs and activities in all of Williamson County, Texas.

   2. To collect and dispense funds to renovate an existing building or buildings owned by the City of Round Rock, Round Rock, Texas.

   3. To use such other means and methods as the Board of Directors of the Foundation may, from  time to time, determine to be appropriate in the accomplishment of the specific purposes for which this non‑profit corporation is formed, and which are not contrary to the other terms and conditions thereof.

   4. To receive and maintain a fund or funds of real or personal property, or both, and subject to the restrictions and limitations hereinafter set forth, to use and apply such funds exclusively for charitable, scientific, or educational purposes, whether directly or by contributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist, or as they may hereafter be amended.

   5. No part of the net earnings of the corporation shall insure to the benefit of any director of the corporation, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no director or officer of the corporation, or any private individual shall be entitled to share in the distribution of any other corporate assets on dissolution of the corporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

   6. The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

   7. The corporation shall not engage in any act of selfdealing, as defined in Section 4941(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

   8. The corporation shall not retain any excess business holdings, as defined in Section 4943(c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

   9. The corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

   10. The corporation shall not make any taxable expenditures, as defined in Section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.

   11. Notwithstanding any other provisions of these Articles of Incorporation, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue 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(c)(2) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

   12. Upon dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable, scientific, or educational organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

   13. The corporation will hold, manage, expend, exchange, invest or reinvest, encumber, lease, rent, sell and deal in any legal manner with any property or funds which it may acquire.

   14. The corporation will use the income from such funds or property for such purposes, unless, in the opinion of the majority of the directors, it is deemed advisable to invade the corpus of such funds or property.

   15. All accumulated funds and properties will remain in the fund or funds until the total amount reaches a desired goal set by a majority of the directors.

Article Five: INITIAL LOCATION
The street address of the initial registered office of the corporation is 312 Highland Estates, Round Rock, Texas, and the name of its registered agent at such address is Rex Reed.

Article Six: BOARD OF DIRECTORS
The number of directors constituting the initial board of directors is 4.

Article Seven: INCORPORATORS
The names of each of the initial incorporators, and the document signatories, are:
      Rex Reed
      Rose Marie (Posey) McClung
      Walter Muller

Article One: TITLE
The title of the Corporation is ROUND ROCK SENIOR CITIZENS FOUNDATION hereinafter referred to as "Foundation.,'

Article Two: LOCATION
The location of the principal office of the Foundation shall be in the City of Round Rock, Williamson County, Texas, and the Foundation may, in addition to its principal office, establish and maintain offices in other cities and towns within Williamson County, Texas, as the Board of Directors from time to time find desirable.

Article Three: PURPOSES FOR WHICH FOUNDATION IS ORGANIZED
(1)  To provide financial assistance for the continued operation of the Round Rock Senior Citizens Foundation.

(2)  Use such other means and methods as the Directors of the Foundation may from time to time determine to be appropriate in the accomplishment of the specific purposes for which this corporation is formed, and which are not contrary to the other terms and conditions hereof.

(3)  To receive and maintain a fund or funds of real or personal property, or both, and subject to the restrictions and limitation hereinafter set forth, to use and apply such funds exclusively for charitable, scientific or educational purposes.

(4)  To hold, mortgage, expend, exchange, invest or reinvest, encumber, lease, rent, sell and deal in any legal manner with any property or funds which the corporation may acquire.

(5)  To use the income from such funds or property for such purposes unless, in the opinion of a majority of the Directors, it is deemed advisable to invade the corpus of such funds or property.

(6)  All accumulated funds and property will remain in the fund or funds until the total amount reaches a desired goal set by a majority of the Directors.

Article Four: DIRECTORS
The property and business of the Foundation shall be managed and controlled by a Board of Directors to be elected as follows:

      NOTE: The number of persons and terms of office is a discretionary decision.

Section 1: The Board of Directors shall consist of a minimum of four (4) person and a maximum of twelve (12) persons serving on a four (4)‑year rotating term basis with two (2) persons being appointed annually to fill two (2) expiring terms.

The Senior Center Director/Supervisor shall serve as a non-voting ex-officio member of the Board of Directors.  This non-voting ex-officio member shall not be counted as one of the above-mentioned sixteen (16) members.

The Board of Directors may appoint no more than three (3) honorary members.  Honorary members shall remain on the board no more than three (3) years.  An honorary member may attend the Board of Directors meetings, but shall not vote.

Section 2: In selecting the initial Directors, a minimum of four (4) persons will be selected by the organizational committee to serve on a rotating four (4)‑year basis with approval of the Directors of the Senior Citizens Association, Inc. There shall always be a minimum of one (1) Director selected from the Round Rock Senior Citizens Foundation.  At least 55 percent of the directors shall be 55 years of age or older.

Section 3: At the organizational meeting of the Board of Directors of the Foundation, each initial director will draw to determine whether he/she will serve a one, two, three or four‑year term.

Section 4: The Board of Directors the Round Rock Senior Citizens Foundation. will appoint, reappoint, or elect persons annually to fill the places of the Directors of the Foundation whose terms expire on December 31 (discretionary date) of that year.

Section 5: The Directors shall meet at least twice a year at a regular date, time and place agreed to by the Directors, one meeting being the annual meeting held in January of each year.

The annual meeting of the Board of Directors shall be in January of each year. At such meeting the persons elected or appointed Directors shall take office and new officers shall be elected.

Special meetings of the Directors may be called by the President of the Foundation, or by a majority of the Directors, provided all Directors have at least two (2) days notice of such special meeting. Special meetings of the Directors may be held at any time, if all Directors execute a waiver of notice of the time, place, and purpose of the meeting.

Section 6: A quorum for a meeting shall consist of a majority of the members of the Board of Directors.

Section 7: If any Director is absent from three (3) consecutive meetings without adequate cause, the Directors of the Foundation shall have the authority to elect a replacement.  In the event of the death, resignation or inability to serve of any Director, the Directors of the Foundation have the authority to elect a replacement immediately.  Any person so elected to the Board of Directors of the Foundation shall serve for the unexpired term of the person whom he or she replaces.

Article Five: POWERS OF THE DIRECTORS
The Board of Directors shall have exclusive management of the business of the Foundation and in addition to the powers conferred on them by these Bylaws, may exercise all powers and do all such acts and things as may be exercised or done by the Foundation, subject to the provisions of law, of the Foundation's Charter and of these Bylaws.

In addition to the general powers conferred herein and all other powers conferred by the Bylaws, the Board of Directors shall also have the following powers:

(a) To purchase or otherwise acquire for the Foundation and in the name of the Foundation any property, personal or real, rights or privileges which the Foundation is authorized to acquire, upon such terms and for such consideration as the Directors may deem proper.

(b) Within their discretion, to pay for any property or any rights acquired by the Foundation, either wholly or partially, in money or in stocks or other securities of the Foundation.

(c) To appoint, and at their sole discretion remove or suspend subordinate officers, agents and servants, permanently or temporarily, to change their salaries, and require bond in all such instances in such amounts as the Directors may deem proper.

Article Six: OFFICERS

Section 2: The President, Vice President, Secretary and Treasurer shall be members of the Board of Directors.

Section 3: The President shall preside at all meetings of the Board of Directors. He or she shall be responsible for the functioning of the Board of Directors, the coordination of its work, and performing the duties assigned to him or her by the Directors. The President shall also have authority to appoint such committees as he or she deems necessary.

Section 4: The Vice President shall act as an aide to the President and perform the duties of the President when required by the President or in the absence or inability of the President to function.

Section 5: The Secretary shall keep the minutes of the meetings of the Directors, give all notices in accordance with the provisions of these Bylaws or as required by law, and perform such other duties as may be assigned to him or her by the President or the Directors.

Section 6: The Treasurer shall be responsible for general supervision of accounting for the financial operations of the Foundation and in general perform all the duties incident to the office of Treasurer and such other duties, as, from time to time, may be assigned to him or her by the President or the Directors.

Article Seven: FISCAL YEAR
The fiscal year of the Foundation shall begin on the first day of January, and shall terminate on the following last day of December of each year.

Article Eight: BOOKS, RECORDS AND ACCOUNTS
All checks, drafts or orders for the payment of money shall be co-signed by either the President or Vice-President and the Treasurer; authority may be delegated by the Directors to any officer, to execute checks.  No check shall be signed in blank.  No expenditures over fifty dollars ($50.00) shall be made without the approval of the Board of Directors.

The books, accounts and records of the Foundation shall be open to inspection by all Directors at any reasonable time and shall be kept at the place or places designated by the Directors.

Article Nine: AMENDMENTS OR ALTERATIONS TO BYLAWS
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting if at least one (1) week's written notice is given of an intention to alter, amend, or repeal these Bylaws at such meeting.

Article Ten: NOTICE
Whenever under the provisions of these Bylaws any notice is required to be given to any Director or officer, such notice may be given in writing by depositing the same in the Post office in a letter addressed to such Director or officer at his or her address as the same appears in the books of the Foundation; and the time when the same shall be mailed shall be deemed to be the time of the giving of such notice.

Such notice, in any event, may be waived in writing by said Director or officer.

The foregoing Bylaws are here and now certified to as Bylaws adopted by the Board of Directors of the Round Rock Senior Citizens Foundation of Williamson County on day 25 of February, 1992.

Signed by: Walter Muller, President
Signed by: Rose Marie (Posey) McClung, Secretary

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