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BY_LAWS OF THE LUKE & RACHEL BATTEN FOUNDATION ARTICLE 1 NAME AND PURPOSE 1.1 Name The name of the corporation is THE LUKE & RACHEL BATTEN FOUNDATION. 1.2 Purpose This corporation is organized exclusively for religious, charitable, educational, scientific and literary purposes. More specifically, the corporation is created to engage in education and medical research toward diagnosis, treatment and/or cure of Juvenile neuronal ceroid lipofuscinosis (Batten disease) and to assist persons with said disease. The corporation is created solely as an organization described in section 501(c)(3) and exempt from taxation under section 501(a) of the Internal Revenue Code of 1986 or corresponding provisions hereinafter in effect. The corporation shall be operated exclusively for such purposes; no part of its net earnings shall inure to the benefit of, or be distributed to, any director, officer or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the foregoing purposes. No substantial part of its activities shall be carrying on propaganda or otherwise attempting to influence legislation, and the corporation 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 2 BOARD OF DIRECTORS 2.1 Number, Tenure, Election and Vacancies 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 (the "Board") which shall consist of not less than five persons nor more than ten persons. Until changed by amendment to these By_Laws approved unanimously by the directors then serving, the number of directors shall be seven. SAM J. WATSON and MELINDA WATSON shall serve as directors for their lifetimes. A vacancy shall be declared in any seat on the Board upon the death or resignation of the occupant thereof, or upon the disability of any occupant rendering him or her permanently incapacitated. Upon declaration of a vacancy, a successor shall be appointed by SAM J. WATSON and MELINDA WATSON while serving as a directors hereunder. At any time when SAM J. WATSON and MELINDA WATSON are not serving as directors, each of the lifetime directors shall have the right to designate his or her successor by acknowledged instrument delivered to the other directors or by Will. In the absence of a designated successor, a vacancy shall be filled by vote of the remaining directors. In case of election by the Board to fill any other vacancy, the term of the successor shall be for his or her lifetime. 2.2 Annual Meeting The annual meeting of the Board shall be held on the 2nd day of March of each year beginning in 2002 at 10 o'clock a.m., if not a legal holiday, and if a legal holiday then on the next secular day following at such time, for the election of directors and officers and the transaction of such other business as may lawfully come before the meeting. It shall be the duty of the secretary of the corporation to give ten days' notice of such meeting to each director, or by mail, telephone, e-mail, facsimile, or telegraph to each director not personally notified. 2.3 Regular Meetings Regular meetings of the Board shall be held on such dates and at such times and places as the Board shall from time to time determine, for the transaction of such business as may lawfully come before each meeting. Regular meetings may be held without notice to each director. 2.4 Special Meetings Special meetings of the Board shall be held whenever called by the secretary of the corporation upon the direction of the president of the corporation or upon written request of any two directors; and it shall be the duty of the secretary to give sufficient notice of such meetings in person or by mail, e-mail, facsimile, telephone or telegraph to enable the directors so notified to attend such meetings. 2.5 Quorum for Meetings A majority of the directors shall constitute a quorum for the transaction of business at all meetings convened according to these By_Laws. 2.6 Voting The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, except that in the case of an election to fill a vacancy in the Board where the number of remaining directors is less than a quorum, the affirmative vote of a majority of such directors shall be the act of the Board for such election, and except further, as may be otherwise specifically provided by law, the corporation's Articles of Incorporation, or these By_Laws. 2.7 Proxies A director may vote at a meeting of the Board by proxy executed in writing by the director and delivered to the secretary of the corporation at or prior to such meeting; however, a director present by proxy at any meeting of the Board may not be counted to determine whether a quorum is present at such meeting. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law. 2.8 Action By Written Consent Any action which may be taken at any annual or special meeting of directors may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by the number of directors that would be necessary to take such action at a meeting at which all directors eligible to vote on such action were present and voted. ARTICLE 3 NOTICES 3.1 Form Of Notice Whenever under the provisions of these By_Laws, notice is required to be given to any director or committee member, and no provision is made as to how such notice shall be given, such notice may be given personally, including, but not limited to, telephone communication, or such notice may be given in writing, by mail, e-mail, facsimile, postage prepaid, addressed to such director or committee member, as the case may be, at such address as appears on the books of the corporation. Any notice required or permitted to be given by mail shall be deemed to be delivered at the time when the same be thus deposited, postage prepaid, in the United States mail addressed as aforesaid. 3.2 Waiver Whenever any notice is required to be given to any director or committee member under the provisions of these By_Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance at any meeting shall be deemed waiver of notice of such meeting unless such attendance is for the sole purpose of protesting lack of notice. ARTICLE 4 GENERAL OFFICERS 4.1 Number and Qualifications, Election and Tenure, Resignation and Removal (a) Number and Qualifications. The officers of this corporation shall be a president, vice president/secretary, and treasurer, and such other officers as may be determined by the Board of Directors from time to time. (b) Election and Tenure. At the organizational meeting, the Board of Directors shall elect the officers. Each officer so elected shall take office on the date of his or her election and shall hold such office until the earlier of the date of the next annual meeting of the Board of Directors following the date of his or her election, and thereafter, until his or her successor shall have been duly elected and qualified, or the date such officer resigns or is removed. Any officer whose term of office shall have expired may be elected to succeed himself or herself. Any two or more offices may be held by the same person, except that the offices of president and secretary may not be held by the same person. (c) Resignation. Any officer may resign at any time by giving written notice thereof to the president or secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective. (d) Removal. Any officer elected by the Board of Directors may be removed at any time by the Board of Directors with or without cause; provided that removal without cause shall not prejudice the contract rights, if any, of such officer. 4.2 Attendance At Meetings The president, and in his or her absence the vice president, shall call meetings of the Board to order or appoint a chairman of such meetings, and the secretary of the corporation shall act as secretary of all such meetings, but in the absence of the secretary the chairman of the meeting may appoint any person present to act as secretary of the meeting. 4.3 Duties The principal duties of the several officers are as follows: (a) President. The president shall preside at all meetings of the Board. He or she shall be the chief executive officer of the corporation and, subject to the control of the Board, shall have general charge and supervision of the administration of the affairs and business of the corporation. He or she shall see that all orders and resolutions of the Board are carried into effect. He or she shall sign and execute all legal documents and instruments in the name of the corporation when authorized so to do by the Board and shall perform such other duties as may be assigned to him or her from time to time by the Board. He or she shall also have the power to appoint and remove subordinate employees. The president shall submit to the Board plans and suggestions for the work of the corporation, shall direct its general correspondence and shall present his or her recommendations in each case to the Board for decision. He or she shall also submit a report of the activities and business affairs of the corporation at each annual meeting of the Board and at other times when called upon so to do by the Board. (b) Vice President. The vice president shall discharge the duties of the president in the event of his or her absence or disability for any cause whatever and shall perform such additional duties as may be prescribed from time to time by the Board. (c) Secretary. The secretary shall have charge of the records and correspondence of the corporation under the direction of the president and shall be the custodian of the seal of the corporation. He or she shall give notice of and attend all meetings of the Board. He or she shall take and keep true minutes of all meetings of the Board of which, ex_officio, he or she shall be the secretary. He or she shall discharge such other duties as shall be assigned to him or her by the president or the Board. The Board may appoint an assistant secretary to assist the secretary and to perform the duties of the secretary during any absence or disability. (d) Treasurer. The treasurer shall keep account of all moneys, credits and property of the corporation which shall come into his or her hands and keep an accurate account of all moneys received and discharged. Except as otherwise ordered by the Board, he or she shall have the custody of all the funds and securities of the corporation and shall deposit the same in such banks or depositories as the Board shall designate. He or she shall keep proper books of account and other books showing at all times the amount of the funds and other property belonging to the corporation, all of which books shall be open at all times to the inspection of the Board. He or she shall also submit a report of the accounts and financial condition of the corporation at each annual meeting of the Board. The treasurer or president shall, under the direction of the Board, disburse all moneys and sign all checks and other instruments drawn on or payable out of the funds of the corporation, which checks, however, may also be required by the Board to be signed by the president or vice president, or in case of their absence or disability, by such member of the Board as the Board shall designate. He or she shall also make such transfers and alterations in the securities of the corporation as may be ordered by the Board. In general, the treasurer shall perform all the duties which are incident to the office of treasurer, subject to the Board, and shall perform such additional duties as may be prescribed from time to time by the Board. The treasurer shall give bond only if required by the Board. In case of absence or disability of the treasurer, the Board may appoint an assistant treasurer to perform the duties of the treasurer during such absence or disability. 4.4 Vacancies Whenever a vacancy shall occur in any general office of the corporation, such vacancy shall be filled by the Board by the election of a new officer who shall take office on the date of his or her election and shall hold such office until the earlier of the date of the next annual meeting of the Board following the date of his or her election, and thereafter, until his or her successor shall have been duly elected and qualified, or the date such officer resigns or is removed. ARTICLE 5 APPOINTIVE OFFICERS AND AGENTS The Board may appoint such officers and agents in addition to those provided for in Article 4, as may be deemed necessary, who shall have such authority and perform such duties as shall from time to time be prescribed by the Board. All appointive officers and agents shall hold their respective offices or positions at the pleasure of the Board and may be removed from office or discharged at any time with or without cause; provided that removal without cause shall not prejudice the contract rights, if any, of such officers and agents. ARTICLE 6 COMMITTEES The Board may designate two or more directors to serve as members of the Finance Committee which shall oversee the investment of the corporation's funds and related matters. In addition, the Board may designate two or more of its members to serve on various other advisory committees and may delegate to such committees such duties as the Board deems appropriate. ARTICLE 7 ADVISORS 7.1 Financial Advisors The Board may, from time to time and upon such terms as it may approve, enter into agency agreements for the management of corporate funds and engage the services of a financial advisor or advisors to recommend to the Finance Committee of the Board investment policies or programs to carry out the purposes of the corporation. 7.2 Powers The agent or financial advisor or advisors may, if the Board so decides, have power subject to such policies and guidelines as are established by the Board to make investments of funds of the corporation and to change the same and from time to time to sell any part or all of the securities of the corporation or any rights or privileges that may accrue thereon and to cause the same to be transferred by the proper officers of the corporation. ARTICLE 8 AMENDMENTS Except as otherwise specifically provided, these By_Laws may be amended by the Board at any meeting of the Board by the affirmative vote of a majority of the directors of the corporation, provided that notice of the proposed amendment shall have been given to each director of the Board in writing at least ten (10) days prior to such meeting, unless such notice is waived in writing by all directors. ARTICLE 9 GENERAL PROVISIONS 9.1 Fiscal Year The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December of each calendar year. 9.2 Books and Records The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the meetings of its Board, the Finance Committee and any other committees, standing or special. 9.3 Seal The Board may adopt a corporate seal in appropriate form, which shall be used in such manner as is prescribed in these By_Laws or as the Board shall direct. 9.4 Permanent Incapacity Any member of the Board who shall be incapable of participating in the management and affairs of the corporation for a continuous period of six months shall be deemed to be "permanently incapacitated" within the meaning of that term as used in these By_Laws. 9.5 Checks All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate. 9.6 Contracts The Board may authorize any officer or officers or agent or agents of the corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the corporation. Such authority may be general or confined to specific instances. 9.7 Deposits All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, brokerage house accounts or other depositories as the Board may from time to time select. ARTICLE 10 INDEMNIFICATION OF DIRECTORS AND OFFICERS The corporation shall indemnify directors, advisory directors, officers, employees, and agents of the corporation to the fullest extent required by Article 2.22A of the Texas Non_Profit Corporation Act and may indemnify such persons to the fullest extent permitted by Article 2.22A of the Texas Non_Profit Corporation Act, subject in each case to restrictions, if any, in the Articles of Incorporation. The corporation shall have the power to purchase and maintain at its cost and expense insurance on behalf of such persons to the fullest extent permitted by Article 2.22A of the Texas Non_Profit Corporation Act. Adopted by THE LUKE & RACHEL BATTEN FOUNDATION on the
day of , 2002.
Secretary
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