Texas Trails Council Inc

“Active members clause 1. The active membership of the local council shall consist of chartered organization representatives and members at large. Chartered organization representatives shall represent organizations or community groups operating units. Each organization or community group to which a charter is granted by the boy scouts of america to operate one or more recognized scouting units shall elect or appoint a chartered organization representative, who shall be other than the unit leader or assistant unit leader, as a member of the local council. Members at large of the local council shall include persons chosen from the various business, civic, educational, labor, professional, social, and religious interests of the communities in the corporation's territory. The local council shall have not fewer than 100 active members. At all times chartered organization representatives shall constitute a majority of the active membership of the local council. Associate members clause 2. The active members of the local council may elect as associate members of the local council persons desiring to maintain an active scouter membership without assignment to active service. Associate members shall have no vote but may wear the uniform and. Insignia of lay members without office. Friends of scouting clause 3. The local couni:il may enroll as friends of scouting persons desiring to be identified through their financial support and influence in expansion of the corporation's program. Friends of scouting who satisfy the eligibility requirements may be elected as associate members pursuant to clause 2 of this section. Friends of scouting shall have no vote. Honorary members clause 4. The active members of the local council may elect as honorary members of the local council persons whose election may further the scouting program. Honorary members shall have no vote.”

“There shaii be an executive commitiee consisting of the persons and having the powers specified in section 2.of this article. In addition, subjectto the provisions of section 3 of this article, the executive board shall have committees, each of which shall have such powers and responsibilities as may be fixed by resolution of the executive board in accordance with guidelines and procedures from time to time recommended by the boy scouts of america. The committees of the executive board shall be appointed from members of the local council or from persons satisfying the qualifications set forth in article 111, sections 1 and 2, annually by,.th.e president with the advice and approval of the executive board, at the regular meeting of the executive .board next following the annual meeting of the local council. In the event a person, other than the chairman of a committee in the district, who is not a member of the local council is appointed to such a committee, that person may be elected as a member at large of the local council. As provi<;jed in section 2 of article iv of these bylaws, the chairmen of the committees shall, by reason of their positions as such, be members of the executive board. All actions of the committees shall be subject to the approval of the executive board.”

“Donalyn alexander joe bob alexander board member board member spouse charles wolfe bobbie lee wolfe board member board member son richard kevin johnson richard johnson board member board member son james hayes john hays board member board member son”

“The officers of the corporation shall be a president, (a maximum of 10) vice-presidents, a treasurer, a council commissioner, and a scout executive who shall also fill the office of secretary. The officers, with the exception of the scout executive, shall be elected from the active membership of the local council at the annual meeting of the local council, shall take office immediately following such meeting, and shall hold office until the conclusion of the next succeeding annual meeting of the local council and until their successors are elected and qualify. Vacancies in these offices occurring between annual meetings of the local council may be filled by the executive board. Nominations to fill vacancies shall be made by the nominating committee. The scout executive shall be appointed by and shall serve during. The pleasure of the executive board. The local council may, upon the nomination of the executive board, create honorary offices and elect persons to fill the offices so created. Honorary officers shall have no duties or vote.”

“The executive board shall be the governing body of the corporation and shall manage its affairs. The executive board shall be the local reviewing authority with respect to matters within the scouting movement which arise in the territory of the corporation.”

“Tax form 990 is prepared by an independent cpa firm and provided to the council for review and approval prior to filing.”

“It is imperative that employees of the council conduct themselves with a degree of honesty and integrity which is beyond reproach or even suspicion. While it is not possible to anticipate every situation and prescribe a precise rule for each, it is possible to set forth certain basic, general principles to be observed by employees at all times. The essence of this policy is that employees shall always deal with others doing, or seeking to do, business with the council in a manner that excludes all consideration of personal advantage. Accordingly, every employee of the council is subject to the following policy: interest in any other business organizations employees of the council or members oftheir immediate families shall not have any interest, direct or indirect, in any other business which in any degree conflicts with the employee's primary obligations to the council. In this regard, employees or members of their immediate familiesshould-notpossess-~nignificant financial interest in, orreceive remuneration from,-any -business that does, or seeks to do, business with the council. An employee must not proceed with any action if it is not clearly in ompliance with these criteria. In addition, if an employee believes (or is unsure of what to do) that the actions of anyone at the council are unethical or expose tlfe council or its employees to liability or disrepute, the employee should report the situation by contacting his or her manager, the scout executive, or council president. This includes any disclosure of confidential information to anyone who is not an employee or to an employee whose job duties do not require access to that confidential information. Acting with integrity when conducting business is not an occasional requirement. The council expects and demands that its employees act consistently with the highest ethical principles. The code of conduct sets forth the fundamental principles, policies, and procedures that govern the conduct of employees. It does not create any rights for any employee. The code does not constitute an employment contract or an assurance of continued employment. The council may modify or repeal the provisions of the code or adopt a new code whenever it deems appropriate, with or without notice. Every employee must acknowledge that he or she has received and read the code and will comply with its terms. All employees must become familiar with the code and conduct themselves strictly in compliance with it and with the council's bylaws, policies,”

“Top management compensation must by approved by the council.”

“All key employees change in compensation must by reviewed and approved by the council.”

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“The corporation shall promote, within the territory covered by the charter from time to tirne granted it by the boy scouts of america and in accordance with the congressional charter, bylaws, and rules and regulations of the boy scouts of america, the scouting program of promoting the ability of boys and young men and women to do things for themselves and others, training them in scoutcraft, and teaching them patriotism, courage, selfreliance, and kindred virtues, using the methods which are now in common use by the boy scouts of america. In achieving this purpose, emphasis shall be placed upon the educational program of the boy scouts of america arid the oaths, promises, and codes of the scouting program for character developrnent, citizenship training, and mental and physical fitness.”