CORPORATE BY-LAWS

Central Texas Workforce Development Board, Inc.

200 North Main Street

Belton, Texas 76513

Preamble and Statutory Authority

Pursuant to the Texas Workforce and Economic Competitiveness Act, Government Code, Chapter 2308, passed by the State Legislature as Senate Bill 642 (1993) and House Bill 1863 (1995), establishing the Texas Workforce Commission and creating local workforce development boards, the Central Texas Workforce Development Board, Inc., is hereby established and will perform its prescribed duties, responsibilities, and functions in compliance with the statutes and these corporate by-laws. The purposes for which the corporation is organized are all legal purposes, stated herein.

Article I

Corporate Identity and Principal Office

The name of the corporation shall be the Central Texas Workforce Development Board Incorporated ("the Corporation"), with its principal place of business being 200 North Main Street, P.O. Box 450, Belton, Texas 76513.

Registered Office and Agent

The Corporation shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the registered office may be changed from time to time by the Board of Directors.

Article II

Purpose

The purpose of this Non-Profit Corporation shall be to work in tandem with the Central Texas Chief Elected Officials' Workforce Consortium Board in establishing innovative and creative employment and training programs to prepare youth and unskilled adults for entry into the labor force and to afford job training opportunities to local residents facing barriers to employment who are in need of such training to facilitate their acquisition of productive employment.

The purpose of this corporation includes providing for the administration, management, planning, policy development, oversight and evaluation of all workforce development and related activities within the Central Texas Planning Region.

The Corporation is also established to assume the broad corporate leadership role for regional and local workforce development planning, oversight, administration, initiative development, and program implementation of any and all workforce training and services in the Central Texas workforce development area.

Article III

Directors

Section 1. The affairs of the Corporation shall be guided by its Board of Directors.

Section 2. The number of directors of the Corporation shall be not more than twenty-seven (27). The Board of Directors has the authority to expand the size of the membership; however, the categorical and demographic composition, and the appointment process shall be the same as its revised structure.

Section 3. Representation on the Board of Directors shall be consistent with the state/federal mandates and shall include members from the jurisdictional area of the Central Texas Service Delivery Area, unless modified. The Chief Elected Official of the CEO Consortium Board shall exercise the power to appoint directors with the advice of affected Consortium Board members. Reappointment to the Board of Directors will require notification to the Chief Elected Official of the CEO Consortium Board by directors whose terms are scheduled for expiration. Not less than fifty-one percent (51%) of the Board's membership shall be composed of private-sector representatives, including small, disadvantaged and women-owned business enterprises.

Section 4. Each member of the Corporation's Board of Directors shall duly execute the conflict of interest forms and any other documents established by Corporate policy or regulation.

Section 5. The Corporation may elect to use ex-officio or non-voting "off-board" private- and public sector representatives, subject to approval by the Chief Elected Official.

Section 6. Each member of the Board shall faithfully carry out his/her role as trustee, acting on behalf of the Corporation and the citizens of the Central Texas region.

Article IV

Terms of Membership

Section 1. All appointees to the Board of Directors shall serve staggered three year terms, and the terms of one-third (1/3) of the directors shall expire each year. Reappointment of incumbent directors shall be for a period of three (3) years consistent with the categorical and demographic requirements of the Act and the regional labor market.

Article V

Officers, Tenure, Duties & Election Process

Section 1. The officers of the Corporation shall be a Chairperson, Vice-Chairperson and Finance Officer. Each officer must be selected from those directors representing the private sector, and are able to serve a one- two-year term of office with the option for one (1) additional year. The Chairperson and Vice-Chairperson will select the Finance Officer with all directors voting to confirm or reject the selection. For purposes of these by-laws a year means the period July 1 through June 30, inclusively.

Section 2. Officers shall be elected at the May monthly meeting of the Corporation's Board of Directors, and upon the recommendation of the Nominations Committee.

Section 3. A Nominations Committee of four (4) directors shall be appointed by the Chairperson. It shall be the duty of this Committee to nominate and forward to the full Board, recommendations of candidates for the offices to be filled. The Nominations Committee shall meet and report as needed and its annual report for the election of officers shall be included with the agenda materials for the May regular meeting.

Section 4. The Chair shall be the principal executive officer of the Corporation and shall in general, supervise and control the business affairs of the Corporation, including all duties incident to the office of the Chair and such other duties as may be prescribed by the Board. He or she may sign any and all instruments which the Board of Directors has authorized for execution.

Section 5. The Vice Chair shall perform all other duties as directed by the Board of Directors. In the absence of the Corporate Chair or in the event of his/her inability to act, the Vice Chair shall replace the Corporate Chair. When acting as Corporate Chair in the absence of the Corporate Chair, a Vice Chair shall have the powers and be subject to all restrictions applicable to the Corporate Chair.

Section 6. The Finance Officer shall supervise the finances and fiscal records/reports of the Corporation, and shall have full access to such records/reports and documents required to fulfill this responsibility. If required by the Board, the Finance Officer shall give a bond for the faithful discharge of her/his duties of the Corporation. The Finance Officer shall have such singular or joint signatory authority as may be determined by the Board of Directors.

Article VI

Vacancies

Section 1. The Board, through its Director, shall advise the Chief Elected Official of existing and pending vacancies on the Board, to include the classification and tenure of membership held. Such vacancies shall be filled within sixty (60) calendar days, consistent with State policy.

Section 2. A vacancy in any office or Board seat due to death, resignation, removal, disqualification, or otherwise, shall be filled by the Chief Elected Official for the unexpired term and pursuant to the requirements of Article III, Section 3 herein.

Section 3. Where a Director fails to attend three (3) consecutive regularly scheduled Board meetings, without just cause, his/her appointment, at the discretion of the Chairperson, is subject to automatic termination; such termination requiring written notification by the Board's Chairperson to the Director and the Chief Elected Official.

Section 4. Directors resigning an appointment from the Board shall express his/her intent in writing to the Board's Chairperson within a reasonable period of time prior to such resignation.

Article VII

Standing Committees, Chair Selection, Tenure & Duties

Section 1. Standing Committees. The Board of Directors, adopted by a majority of the directors in office, may designate one or more committees, which, to the extent provided in such action, shall have and exercise the authority of the Board of Directors in the management of the Corporation for a term of one year.

The Executive Committee shall consist of the most immediate past chair, current chair, vice chair, other members of the Board of Directors as designated by the Chair. The membership on an existing Executive Committee shall continue to serve until replaced.

Each such committee shall consist of five directors, including a Committee Chair. As is necessary to accomplish the purposes of the Corporation, such committees may include, but need not be limited to, an executive committee, a finance/resource committee, and the external relations committee. The authority of all standing committees and members shall terminate, subject to redesignation and appointment, after one year, unless and earlier termination is established in the action creating committee.

Section 2. Advisory Committees shall be established to facilitate duties of the Corporation and to permit maximum community participation in the planning and collaboration of workforce initiatives in the Central Texas Region. These advisory committees may include a youth committee, skills standard/quality workforce committee, and others determined by need.

Section 3. Other committees, not having and exercising the authority of the Board of Directors in the management of the Corporation, may be designated and appointed by the Corporate Chair. The actions of non-standing committees are subject to the approval of the Board of Directors.

Section 4. Term of Office. All committee members shall serve until the committee is dissolved, until their term as director expires, until the member resigns from the committee, or until the member is removed from the committee by the Board of Directors, whichever of the above contingencies first occurs.

Section 5. Each committee member shall faithfully carry out his/her role as an advisor to the Board, understanding that the Board as a whole shall make final decisions unless such authority is otherwise delegated.

Article VIII

Removal

Section 1. In addition to normal resignation and termination, any Director may be removed by the Chief Elected Official, on the advice and consent of the Corporation's Chairperson and a majority vote of the Directors present at the determination of such action, and whenever in the Corporation's judgment, the best interests of the Corporation will be served. Such removal shall be without prejudice to any contract rights, if any, the removed Director may have.

Article IX

Meetings

Section 1. The Corporation's Board of Directors shall meet regularly on the fourth (4th) Thursday of each month, or as the Chair may deem necessary unless modified by majority vote of the Corporation.

Section 2. All regularly scheduled meetings shall be posted and conducted pursuant to the requirements of the Texas Open Meetings Act, Government Code, Chapter 551, unless such corporate meetings are exempt. Briefing books and accompanying materials shall be mailed to each member by the Board Staff no less than five (5) calendar days from the date of the meeting.

Section 3. Special called meetings may be authorized and perfected by the Chair of the Board of Directors, such time and place to be fixed by the Chair and within the State of Texas.

Section 4. All regular meetings of the Corporation shall be open to the general public, excepting agenda items relating to matters protected under the Open Meetings Act. Items discussed or reviewed in closed session shall be confidential, as provided by the Open Meetings Act, and shall be treated as confidential by all board members and staff.

Section 5. A quorum at any regularly scheduled meeting (full board or Committee) shall be fifty-one percent (51%) of the Corporation's regular membership.

Section 6. The Board shall meet as a whole at least annually for the specific purpose of strategic planning. At such meeting, the Board shall review the past year’ s performance and shall set goals, objectives, and strategies for the coming year. The Board shall review the Executive Director’s performance, salary, and compensation at the June meeting.

Article X

Voting Rights

Section 1. Each Director shall be entitled to one vote on each matter submitted to a vote of the Board of Directors.

Section 2. Voting by proxy shall not be permitted.

Section 3. The act of the majority of the Directors present and voting at a meeting in which a quorum is present shall be the act of the full Board, unless such act requires a greater number required by law or these by-laws.

Article XI

Parliamentary Authority

The rules and provisions contained in the latest edition of Robert's Rules of Order (newly revised) shall govern the Corporation in the execution of its conduct and affairs to the extent that such rules are not incongruous with these by-laws or any other special rules of order promulgated by the Corporation.

Article XII

Indemnification

Section 1. The Corporation shall indemnify and hold harmless the directors and officers of the Corporation from any damages arising from actions taken in their official capacity to the fullest extent allowed by the non-profit corporate laws of the State of Texas. Any officer or director seeking indemnification under this section shall notify the Corporation in writing promptly after any such coverable incident or situation giving rise to

the need for indemnification. In no event shall the Corporation be liable for any attorney's or collateral fees incurred by a covered director or officer without the Corporation's prior written approval.

Section 2. Insurance. The Corporation, or its designee, shall purchase and maintain a policy of directors and officers liability insurance with dollar limits, coverages, exclusions and other terms and conditions deemed to be in the best interest of the Corporation by the Board of Directors on an annual basis.

Article XIII

Amendment of By-Laws

These by-laws can be amended by a two-thirds (2/3) vote of the board membership, provided that the amendment has been submitted in writing and included as an agenda item at a regularly scheduled meeting.

NOTE: Neither an amendment to the by-laws nor a new signature page is required when there is a change in officers of the Central Texas Workforce Development Board.

Article XIV

Conflict of Interest

Section 1. Prior to taking office as member of the Central Texas Workforce Development Board, a member must declare in writing all substantial business interests or representational interests the member has to a known past, current, or potential recipient of Board funds. The written declaration must be updated periodically to reflect any changes. The written declaration must include substantial business interests or representational interests of the Board member's immediate family members.

Section 2. A Board member with substantial business interests or representational interests in proposals or requests for funds may not vote on any proposals or requests in which the member has the interest.

Section 3. A Board member who violates the requirements of this section may be removed from the Board in accordance with Article VII, of the Corporate By-Laws.

Section 4. All declarations of conflict of interest and abstentions from voting will be recorded in the minutes of Board meetings.

Section 5. Definitions from Chapter 171.002 of the Local Government Code:

A. A "substantial business interest" is defined as:

1. ownership of ten percent (10%) or five thousand dollars ($5,000) or more of the fair market value of the business;

2. receiving ten percent (10%) or more of gross income during the previous or current year from the business; or

3. ownership in real property of the business valued at two thousand five hundred dollars ($2,500) or more.

B. An "immediate family member" is defined as:

1. a father, mother, brother, sister, daughter or son of the member, and/or

2. the spouse of the member, and/or

3. a father, mother, brother, or sister of the member's spouse.

C. A "representational interest" is defined as:

1. employed by the organization, and/or

2. a member of the board of directors, commission, council, or other direct governing body of the organization.

Article XV

Gifts

The Board of Directors may solicit and accept on behalf of the Corporation any contribution, gift, bequest, or devise in accordance with the general purposes of this Corporation. Acceptance of such gifts shall be only for the benefit of the Corporation.

Article XVI

Books, Financial Records and Reports

Section 1. Books and Records. The Corporation, or its designee, shall keep correct books and records of account and shall also keep minutes of the proceedings of the Board and committees having any authority of the Board of Directors and shall keep at the registered or principal office a record giving the names and address of the directors. All books and records of the Corporation may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time.

Section 2. Financial Records. The Corporation, or its designee, shall maintain current, true and accurate financial records with full and correct entries made with respect to all financial transactions of the Corporation, including all income and expenditures, in accordance with generally accepted accounting practices. All financial records of the Corporation shall be inspected on an annual basis by an independent auditing firm. The independent auditing firm shall issue an annual certified report to the Corporation.

Section 3. Annual Reports. The Board of Directors, or its designee shall annually prepare or approve a report of the financial activity of the Corporation for the preceding year. This report will conform to accounting standards as promulgated by the American Institute of Certified Public Accountants and will include a statement of support, revenue and expenses and changes in fund balances, a statement of functional expenses, and balance sheets for all funds, and the certified report of an independent auditing firm.

Section 4. Availability to the Public. All records, books and annual reports of the corporate and financial activity of the Corporation shall be kept at the registered office or principal office of the Corporation in the State of Texas for at least three years after the closing of each fiscal year and shall be available to the public for inspection and copying during normal business hours, as provided by the Open Records Act, Government Code, Chapter 552. The Corporation may charge for the reasonable expense of preparing a copy of a record or report.

Article XVII

Fiscal Year

The fiscal year of the Corporation shall begin on the first day of July and end on the last day in June in each year.

Article XVIII

Budget

The Board of Directors shall formulate, prepare and approve an annual budget for the Corporation and shall approve any amendments to such budget. It shall be the policy of the Corporation that the budget shall govern expenditures.

Article XIX

Staff

The Board of Directors shall be authorized to hire and retain an Executive Director and the Executive Director will hire such staff members as are deemed necessary to fulfill the purposes of the Corporation. Job descriptions, salary and compensation, levels of authority for the Executive Director shall be established by the Board of Directors or its designee. Salary and compensation shall be reviewed annually based on performance measures established in the previous year.

The Executive Director serves at the will of the Board and shall be responsible for program monitoring, fiscal monitoring, staff hiring/firing/discipline, and staff performance.

Article XX

Youth Advisory Committee

Section 1. Special Provisions. The Corporation, pursuant to resolution by the Board of Directors, shall serve as governing entity for the Workforce Investment Act of 1998, Youth Advisory Committee, through the establishment of an advisory committee with representation consistent with the requirements of Federal/state program guidelines.

Section 2. Mission/Goals. This mission of the Committee shall be the creation of a youth services advisory system which will foster opportunity for the region's youth to develop world class skills for competitive positioning in a global and ever increasing technically driven economy and workforce system.

The goal of the Committee is to establish a comprehensive, regional, systematic, proactive and cohesive linkage with industry, business, labor, education, and local government, and to serve as a catalyst in leveraging, targeting resources, and creating opportunities designed to enhance school and work based learning systems for area youth.