Bylaws of Triangle Foundation

(formerly Collin Equality Foundation)
as amended July 9, 2007

SECTION ONE: NAME, PURPOSE, POWERS AND OFFICERS

Section 1.1. Name. The name of this Corporation is the Triangle Foundation (the “Foundation”).[1]

Section 1.2. Purposes. The Foundation is organized and will be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any subsequent United States revenue law (the “Code”). Within the scope of the foregoing purposes, and not by way of limitation thereof, the Foundation is organized and shall be operated to provide education through various means of instruction, training, research, evaluation and promotion of policy in issues of concern to gay men and lesbians. The Foundation may engage in all lawful activities as will support and assist the foregoing undertakings.

Section 1.3. Powers. The Foundation is a non-profit corporation and shall have all of the powers, duties, authorizations and responsibilities as provided in the Texas Non-Profit Corporation Act (the “Act”); provided, however, the Foundation shall neither have nor exercise any power, nor engage directly in any activity, that would invalidate its status as a corporation that is exempt from federal income tax as an organization described in Section 501(c)(3) of the Code.

Section 1.4. Offices. The Foundation may have, in addition to its registered office, officers at such places, both within and without the State of Texas, as the Board of Trustees may from time to time determine or as the activities of the Foundation may require.

SECTION TWO: BOARD OF TRUSTEES

Section 2.1. General Powers. The activities, property and affairs of the Foundation shall be managed by its Board of Trustees, who may exercise all such powers of the Foundation and do all such lawful acts and things as are permitted by statute, by the Articles of Incorporation or by these bylaws.

Section 2.2 Delegation. The Board of Trustees is expressly authorized to designate committees of the Board of Trustees with such lawfully delegable powers and duties as it thereby confers, except for those non-delegable powers and duties set forth in these Bylaws, to serve at the pleasure of the Board of Trustees.

Section 2.3. Number and Qualifications. The number of Trustees shall be fixed from time to time by resolution of the Board of Trustees, but in no case shall the number of trustees be less than three (3). Unless otherwise fixed by resolution of the Board of Trustees, the number of trustees shall be stated in the Articles of Incorporation. No decrease in the number of trustees shall have the effect of reduction of the term of any incumbent director.

Section 2.4. Appointments and Term of Office. Trustees shall be appointed by a majority vote of the board of trustees of the Foundation at each annual meeting, or a special meeting called for that purpose. Terms of office for trustees of the Foundation shall be two years. A trustee may be appointed to fill a vacancy by a majority vote of the board of trustees of the Foundation at a regular or special meeting of such board of trustees. A trustee appointed to fill a vacancy shall be appointed for the unexpired term of the trustee’s predecessor in office. Each trustee shall hold office until the annual meeting of the board of trustees of the Foundation following such trustee’s election or until such trustee’s successor is appointed and qualified or until such trustee’s earlier death, resignation, retirement or removal from office.

Section 2.5. Removal. A trustee who is absent from three or more meetings during their term, may be removed by a majority vote of the remaining Board of Trustees. In all other cases, a trustee may be removed from office, with cause and after notice and hearing, by the affirmative vote of at least two-thirds (2/3) of the trustees of the Foundation then in office.

Section 2.6. Place of Meeting. Meetings of the Board of Trustees shall be held at such places within or without the State of Texas, as may from time to time be fixed by the Board of Trustees or as shall be specified or fixed in the respective notices or waivers of notice thereof.

Section 2.7. Annual Meetings. The annual meeting of the Board of Trustees shall be held in March of each year, and shall be set at a time and place by a majority vote of the board of trustees.

Section 2.8. Regular Meetings. Regular meetings of the Board of Trustees, of which no notice shall be necessary, shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board and communicated to all trustees. Except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws, any and all business may be transacted at any regular meeting.

Section 2.9. Special Meetings. Special meetings of the Board of Trustees may be called by one-third (1/3) of the trustees then in office or by the chair or executive director and shall be held at such place, on such date and at such time as they, the Chair or executive director shall fix. Notice of the place, date and time or each such special meeting shall be given to each trustee by whom it is not waived in one or more of the following ways: (i) by mailing written notice not less than three (3) days before the meeting, or (ii) by personally delivering the same not less then eighteen (18) hours before the meeting; or (iii) by telegraphing, transmitting by facsimile, emailing or telephoning the same in a manner reasonably designed to reach the trustee not less than eighteen (18) hours before the meeting. The attendance of a trustee at a meeting shall constitute a waiver of notice of such meeting, except where a trustee attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 2.10. Quorum and Manner of Acting. At all meetings of the Board of Trustees the presence of a majority of the number of trustees then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws. Trustees present by proxy may not be counted toward a quorum. The act of a majority of the trustees present in person or proxy at a meeting at which a quorum is present shall be the act of the Board of Trustees unless the act of a greater number is required by statute, by the Articles of Incorporation or by these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board. A trustee may vote in person or by proxy executed in writing by the trustee. No proxy shall be valid after three (3) months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. If a quorum shall not be present at any meeting of the trustees, the trustees present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall later be present, any business may be transacted which might have been transacted at the meeting as originally convened.

Section 2.11. Presence at Meetings by Means of Communications Equipment. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Trustees or members of any committee designated by such Board of Trustees may, unless otherwise restricted by statute, by the Articles of Incorporation or by these Bylaws, participate in and hold a meeting of such Board of Trustees or committee by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, or view comments by each participant, and participate in a meeting pursuant to this Section 2.10 shall constitute presence in person at such meeting, except when a person participating in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 2.12. Consent of Trustees. Any action required or permitted to be taken at any meeting of the Board of Trustees or any committee may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by a sufficient number of trustees or committee members as would be necessary to take that action at a meeting at which all of the trustees or members of the committee were present and voted. Each such written consent shall bear the date of signature of each trustee or committee member who signs the consent. A written consent signed by less than all of the trustees or committee members is not effective to take the action that is the subject of the consent unless, within 60 days after the date of the earliest dated consent delivered to the Foundation in the manner required by this Section 2.12, a consent or consents signed by the required number of trustees or committee members is delivered to the Foundation at its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent or an officer or agent of the Foundation have custody of the books in which proceedings of meetings or trustees or committees are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Foundation‘s principal place of business shall be addressed to the President or executive director of the Foundation. Prompt notice of the taking of any action by trustees or a committee without a meeting by less then unanimous written consent shall be given to all trustees or committee members who did not consent in writing to the action. If any action by trustees or a committee is taken by written consent signed than all of the trustees or committee members, any articles or documents filed with the Secretary of State as a result of the taking of the action shall state, in lieu of any statement required by the Act concerning any vote or the trustees, that written consent has been given in accordance with the provision of Article 1396-9.10 of the Act, and that any written notice required by Article 1396-9.10 of the Act has been given. A telegram, telex, cablegram, or similar transmission by a trustee or member of a committee or a photographic, photo static, facsimile, or similar reproduction of a writing signed by a trustee or member of a committee shall be regarded as signed by the trustee or member of a committee for the purpose of Article 1396-9.10 of the Act.

Section 2.13. Consent of Action at Meeting Not Regularly Call or Noticed. All actions taken at any meeting of the Board of Trustees which is not regularly called or noticed shall be valid as if taken at a meeting regularly called and noticed if all trustees consent in one of the following manners: (i) by a writing on the records of a meeting of the Board of Trustees filed with the Secretary; (ii) by presence at such meeting and oral consent entered in the minutes of such meeting; or (iii) by taking part in a deliberations undertaken at such meeting without objection. At such meeting any business may be transacted which is not expected from the written consent or which is not objected to as such meeting for want of notice. If any meeting of the Board of Trustees is irregular for want of notice, the proceedings of such meeting may be ratified, approved and rendered valid and the irregularity or defect therein waived, by a writing signed by all trustees, provided a quorum was present at such meeting.

Section 2.14. Conduct of Business. At any meeting of the Board of Trustees at which a quorum of the trustees is present, business shall be transacted in such order and manner as the board may from time to time determine.

Section 2.15. Voting. Each Trustee shall be entitled to one vote, which shall be counted equally (including the chair and/or president). Votes that are tied shall be deemed to have failed.

SECTION THREE: OTHER COMMITTEES

Section 3.1. Committees of Trustees. The Board of Trustees by resolution adopted by a majority of the trustees in office may designate one or more other committees which, to the extent provided in said resolution, shall have and exercise the authority of the Board of Trustees in the management of the Foundation. Each such committee shall consist of two (2) or more persons, a majority of whom are trustees. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual trustee, of any responsibility imposed on the Board or such trustee by law.

Section 3.2. Advisory Boards or Committees. Advisory boards or committees not having and exercising the authority, responsibility or duties of the Board of Trustees in the management of the Foundation may be designated by a resolution adopted by the trustees. Except as otherwise provided in such resolution, members of each such advisory board or committee need not be trustees of the Foundation.

Section 3.3. Term of Office. Unless otherwise provided by these Bylaws, each member of a committee of trustees or advisory board or committee shall continue as such until the next Annual Meeting of the trustees of the Foundation and until such member’s successor is appointed, unless the board or committee is sooner terminated, or unless such member is removed from such board or committee or shall cease to qualify as a member thereof.

Section 3.4. Chairperson. Unless otherwise provided by these Bylaws, one or more members of each trustee’s committee or advisory board or committee shall be appointed chairperson, or co-chairperson, by the person or persons authorized to appoint the members thereof.

Section 3.5. Vacancies. Unless otherwise provided by the Bylaws, vacancies in the membership of any committee of trustees or advisory board or committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 3.6. Quorum: Manner of Acting. Unless otherwise provided in the resolution of the Board of Trustees designating a committee of trustees or advisory board or committee, a majority of the whole board or committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the board or committee.

Section 3.7. Rules. Each committee of trustees or advisory board or committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Trustees.

SECTION FOUR: NOTICES

Section 4.1. Manner of Giving Notice. Whenever, under the provisions of any applicable statute, the Articles of Incorporation or these Bylaws, notice is required to be given to any trustee or committee member of the Foundation, and no provision is made as to how such notice shall be given, it shall not be construed to require, but any such notice may be given in writing by hand delivery, by confirmed telecopy or by mail, postage prepaid, addressed to such director or committee member at such person’s address as it appears on the records of the Corporation. Notice required or permitted to be given by mail shall be deemed to be delivered at the time when the same shall be thus deposited in the United States mails, as aforesaid.

Section 4.2. Waiver of Notice. Whenever any notice is required to be given to any director or committee member of the Foundation under the provisions of any statute, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

SECTION FIVE: OFFICERS, EMPLOYEES AND AGENTS: POWERS AND DUTIES

Section 5.1. Officers. The officers of the Foundation shall be elected by the Board of Trustees at its annual meeting and shall consist of a President, Treasurer and Secretary and such other senior or subordinate officers as may from time to time be elected by the Board of Trustees. The Board of Trustees may also elect from its number a Chair and a Vice Chair of the Board of the Foundation.

Section 5.2 Terms of Office: Removal: Filling of Vacancies. Each elected officer of the Foundation shall hold office until such officer’s successor is chosen and qualified in such officer’s stead or until such officer’s earlier death, resignation, retirement, disqualification or removal from office. Any officer or agent may be removed at any time by Board of Trustees, with or without cause, with the affirmative vote of two-thirds (2/3) of the trustees then in office, whenever in the judgment of the Board of Trustees the best interests of the Foundation will be served thereby. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Trustees.

Section 5.3. Chair of the Board. The Chair of the Board, if any, shall, if present, preside at all meetings of the Board of Trustees and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Trustees. The Chair of the Board shall be the senior officer of the Foundation and shall be responsible for overall planning and policy.

Section 5.4. Vice Chair of the Board. The vice Chair of the Board, if any, shall perform such duties as the Board of Trustees shall prescribe. In the absence or disability of the Chair of the Board, the Vice Chair shall perform the duties and exercise the powers of the Chair of the Board.

Section 5.5. President. The President shall be the executive director of the Foundation and, subject to the provisions of these Bylaws, shall have general supervision of the activities and affairs of the Foundation and shall have general and active control thereof. The President shall have general authority to execute bonds, deeds and contracts in the name of the Foundation and to affix the corporate seal thereto; to cause the employment or appointment of such employees and agents of the Foundation as the proper conduct of operations may require and to affix their compensation; to remove or suspend any employee or agent; and in general to exercise all the powers usually pertaining to the office of president of a corporation or foundation, except as otherwise provided by statute, the Articles of Incorporation or these Bylaws. In the absence of an appointed Chair, the President shall serve as Chair.

Section 5.6. Vice President. Each Vice President, if any, shall perform such duties as the Board of Trustees shall prescribe. In the absence or disability of the President, the Vice President with the highest ranking shall perform the duties and exercise the powers of the President. In the absence of an appointed Vice Chair, the Vice President shall server as Vice Chair.

Section 5.7. Secretary. The Secretary shall see that notice is given of all annual and special meetings of the Board of Trustees and shall keep and attest true records of all proceedings at all such meetings. The Secretary shall have charge of the corporate seal and shall have authority to attest any and all instruments of writing to which the same may be affixed. The Secretary shall keep and account for all books, documents, papers and records of the Foundation, except those for which some other or agent is properly accountable. The Secretary shall perform all duties usually appertaining to the office of secretary of a corporation or foundation. In the absence or disability of the Secretary, the duties of such office shall be preformed and the powers may be exercised by such person or persons as may be determined by the President or the Board of Trustees.

Section 5.8. Treasurer. The Treasurer, shall be the chief accounting and financial officer of the Foundation and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Foundation and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments by the Foundation and all other documents relating to such payments; shall receive, audit and consolidate all operating and financial statements of the Foundation and its various departments; shall have supervision of the books of account of the Foundation, their arrangements and classification; shall supervise the accounting and auditing practices of the Foundation and shall have charge of all matters relating to taxation. The Treasurer shall have the care and custody of all monies, funds and securities of the Foundation; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Trustees shall from time to time direct or shall be selected in accordance with procedures established by the Board; shall advise upon all terms of credit granted by the Foundation; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts and disbursements of the Foundation. The Treasurer shall disburse monies of the Foundation to pay expenses of the Foundation. The Treasurer shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial papers payable to the Foundation, and to give proper receipts or discharge for all payments to the Foundation. The Treasurer shall generally perform all duties usual appertaining to the office of treasurer of a corporation or foundation. In the absence or disability of the Treasurer, the duties of such office shall be performed and the powers may be exercised by such person as may be determined by the President or the Board of Trustees.

Section 5.9. Additional Powers and Duties. In addition to the foregoing specially enumerated duties, services and powers, the several elected and appointed officers of the Foundation shall perform such other duties and services and exercise such further powers as may be provided by statute, the Articles of Incorporation or these Bylaws, or as the Board of Trustees may from time to time determine or as may be assigned by any competent superior officer.

Section 5.10. Delegation of Authority. The Board of Trustees may from time to time delegate the powers or duties of any officer to any other officers or agent, notwithstanding any provision hereof.

SECTION SIX: CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 6.1. Contracts. The Board of Trustees may authorize any officer or officers, or agent or agents, of the Foundation, in addition to the officers do authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.

Section 6.2. Contracts Involving Trustees and Officers. Members of the Board of Trustees and officers of the Foundation shall be permitted to maintain a direct or indirect interest in any contract relating to or incidental to the operations of the Foundation, and may freely make contracts, enter into transactions, or otherwise act for and on behalf of the Foundation, notwithstanding that at such time they also may be acting as individuals, trustees of trust, beneficiaries of trusts, members or associates or as agents, officers or trustees for other persons or corporations, or may be interested in the same matters as shareholders, offers, trustees or otherwise; provide, however, that prior to consummating any contract, transaction, or action taken on behalf of the Foundation involving any matter in which a director is personally interested as a shareholder, officer, director, trust beneficiary, trustee, trust advisor or otherwise, that contract, transaction must be authorized and approved in good faith by vote of a majority of the number of trustees in attendance at a meeting at which a quorum is present, without counting the vote of the interested director, and only after the non-interested trustees are provided with knowledge of the material facts concerning the transaction and the interested trustees interest in the transaction, and only if the entering into of such contract or transaction does not violate the proscription in the Articles of Incorporation which prohibit the Foundation’s use or application of its funds for private benefit. An interested director may be counted in determining the presence of a quorum at a meeting of the Board of Trustees at which a contract or transaction described in this Section 6.2 is authorized. Notwithstanding any provision contained herein, no contract, transaction or act shall be taken on behalf of the Foundation if such contract, transaction or act would result in denial of the Foundation’s exemption from federal income tax. In no event, however, shall any person or entity dealing with the Board of Trustees of officers of the Foundation be obligated to inquire into the authority of the Board or officers to enter into and consummate any contract, transaction or take other action.

Section 6.3. Check, Drafts or Orders for Payment. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, or agent or agents, of the Foundation and such manner as shall from time to time be determined by resolution of the Board of Trustees. In the absence of such determination, such instruments shall be signed by the Treasurer of the Foundation.

Section 6.4. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as the Board of Trustees may select or as may be selected in accordance with procedures established by the Board of Trustees.

Section 6.5. Loans to Officers and Trustees Prohibited. No loans shall be made by the Foundation to its officers or trustees. Any trustees voting for or assenting to the making of any loan to a director or officer, and any officer participating in the making thereof, shall be jointly and severally liable to the Foundation for the amount of such loan until repayment thereof.

SECTION SEVEN: MISCELLANEOUS

Section 7.1. Procedures. All meetings of the Foundation shall be conducted pursuant to Roberts Rules of Order Simplified, unless in conflict with these Bylaws or unless in conflict with Standing rules as may be established by the Board of Trustees.

Section 7.2. Gifts, Grants and Donations. The Board of Trustees may accept on behalf of the Foundation any unrestricted contribution, gift, grant bequest or devised. The Board of Trustees must approve any restricted contribution, gift, grant, and bequest or devise for the general or specific restrictions or purposes thereof before it may be accepted on behalf of the Foundation or administered by the Foundation. The Board of Trustees must specifically approve any gift, donation, bequest or devise of any interest in real estate before it may be accepted by the Foundation.

Section 7.3. Fiscal Year. The fiscal year of the Foundation shall end on September 30 each year.

Section 7.4. Seal. The Foundation’s seal shall be in such form as shall be adopted and approved from time to time by the Board of Trustees. The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted or in any manner reproduced.

Section 7.5. Gender. Words of either gender used in these Bylaws shall be construed to include all genders, unless the context requires otherwise.

Section 7.6. Time Periods. In applying any provision of these Bylaws which require that an act be performed or not performed a specified number of day prior to an event or that an act be done a period of a specified number of day prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 7.7. Headings. The headings used in these Bylaws are for convenience only and do not constitute matter to be construed in the interpretation of these Bylaws.

Section 7.8. Facsimile Signatures. In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any director or trustees or officer or officers of the Foundation may be used whenever and as authorized by the Board of Trustees or a committee thereof. For the purposes of these Bylaws, an email from the official email of the trustee, director or officer shall be considered the same as a facsimile signature.

Section 7.9. Confidentiality. The names, addresses, telephone numbers and any other personally identifiable information pertaining to a donor of the Foundation shall be kept in confidence by the Foundation, unless otherwise required by law or pursuant to judicial order, or if permission to disclose such information is given in writing by the donor. The Foundation shall not sell, exchange or otherwise make available the donor or mailing lists or any individual record within either list to any person or entity not properly authorized to possess same.

Section 7.10. Invalid Provisions. If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.

Section 7.11. Indemnification. The Foundation shall defend and indemnify every Trustee or officer, his/her heirs, executors and/or administrators, against all loss, cost and expense, including but not limited to counsel fees, reasonably incurred by him/her in connection with any action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been a Trustee or officer of the Foundation, except in matters arising out of gross negligence or willful misconduct. The commission of a crime may be considered gross negligence. The foregoing rights shall not be exclusive of other rights to which such Trustee or officer may be entitled.

SECTION EIGHT: AMENDMENTS

Section 8.1. Amendments. Except as provided in the Articles of Incorporation or in this Section 8.1, these Bylaws may be amended or repealed, or new bylaws may be adopted at any meeting of the Board of Trustees by the majority of the trustees, provided notice of the proposed amendment, repeal or adoption be contained in the notice of such meeting.

SECTION NINE: COLLIN EQUALITY FOUNDATION

Section 9.1. Change of Name. The Collin Equality Foundation amended its name to Triangle Foundation at a special meeting on July 9, 2007.

Section 9.2. Authority to Act: Collin Equality Foundation. For the purposes of all business matters, transactions and legal obligations, the Foundation Board is authorized to act in the capacity as an officer and/or trustee of the Collin Equality Foundation. Any business transactions required to be made in the name of Collin Equality Foundation shall be permitted in accordance with the policy and procedures of the Triangle Foundation.

SECTION TEN: NORTH TEXAS AIDS AWARENESS COALITION

Section 10.1. Authority to Act: North Texas AIDS Awareness Coalition. In March 2007, the North Texas AIDS Awareness Coalition became a project of the Collin Equality Foundation. For the purposes of all business matters, transactions and legal obligations, the Foundation Board is authorized to act in the capacity as an officer and/or trustee of the North Texas AIDS Awareness Coalition. Any business transactions required to be made in the name of North Texas AIDS Awareness Coalition shall be permitted in accordance with the policy and procedures of the Triangle Foundation.