The Yale Club of Dallas is a tax exempt organization under section 501(c)(3) of the Internal Revenue Code. Per the IRS, bequests, devises, transfers and gifts to the club are tax deductible. 

BY-LAWS OF YALE CLUB OF DALLAS

ARTICLE 1 – Membership
1. Members. Any person who shall pay dues as established by the board of directors
shall be a member of the Yale Club of Dallas.
2. Rights. No member shall be entitled to vote on any matter. Member shall be
entitled to all other rights, powers, privileges which are by law conferred upon or
vested in members of non-profit corporations organized under the Texas Non-Profit
Corporation Act (the “Act”).
3. Meetings. A regular meeting of the members of the Club will be held at least once
each year, at such time and at such location as shall be determined by the board of
directors. Special meetings of the members of the club may be called at the
discretion of the President or by the board of directors. The board of directors shall
provide such reasonable notice of regular and special meeting of members as it
shall deem appropriate in its discretion.
4. Dues. The board of directors may, from time to time, establish the amount of dues
payable by the members and the manner in which dues shall be paid.
5. Term of Membership. Membership in the Club shall continue until terminated as
follows:
a) Any member may resign by filing a written resignation with the President of the
Club;
b) The membership of any member shall automatically terminate on the death of
said member; and
c) The membership of any member delinquent for more than (90) days in the
payment of any dues shall thereupon terminate, without notice or further action.

ARTICLE 2 – Directors
1. General Authority. The affairs of the Club shall be managed by the board of
directors in accordance with the Act and the Club’s articles of incorporation, as
amended from time to time.
2. Election. The number of directors of the Club shall be at least three and may be
increased or decreased from time to time by the board of directors of the Club. The
directors shall be elected by vote of the directors in office at any time, and each
director shall hold office for the term for which he is elected and thereafter until his
successor is elected and qualified. Directors need not be residents of the State of
Texas. A director may be elected to succeed himself as a director.
3. Vacancies. Vacancies in the board of directors shall exist in the case of (1) the
death, resignation, or removal of any director; or (2) an increase in the authorized
number of directors. Any vacancy occurring in the board of directors may be filled
by the vote of the remaining directors, in accordance with these bylaws, or by the
affirmative vote of a majority of the remaining directors, though less than a
quorum, or by a sole remaining director.
4. Meetings. Regular and special meeting of the board of directors may be held at
such times and at such places from time to time to be determined by the board of
directors.
5. Notice of Meetings. The board of directors shall provide such reasonable notice of
regular and special meetings as it shall deem appropriate in its discretion.
Attendance of a director at a meeting shall constitute a waiver of notice of such
meeting, except where a director 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. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.
6. Quorum and Voting. Three directors (or, if less, a majority of the number of
directors constituting the full board of directors) shall constitute a quorum for the
transaction of business by the board of directors. Directors present by proxy may
not be counted toward a quorum. The act of the majority of the directors present in
person or by proxy at a meeting at which a quorum is present shall be the act of the
board of directors, unless the act of a greater number is required by these bylaws.
A director may vote in person or by proxy executed in writing by the director. No
proxy shall be valid after three 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.
7. Written Consents. Any action required or permitted to be taken at a meeting of the
board of directors or any committee thereof may be taken without a meeting if a
consent in writing, setting forth the action taken, is signed by all of the members of
the board of directors or the committee, as the case may be, and such consent shall
have the same force and effect as a unanimous vote at a meeting.
8. Telephone Meetings. Subject to the provisions required herein for notice of
meetings, members of the board of directors or members of any committee
designated by the board of directors may participate in and hold a meeting of such
board or committee by means of conference by telephone or similar
communications equipment such that all persons participating in the meeting can
hear each others, and participation in a meeting pursuant to this Section 8 shall
constitute presence in person at such meeting, except where a person participates in
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.
9. Committees Exercising Authority of the Board. The board of directors, by
resolution, adopted by a majority of the directors in office, may designate one or
more committees, each of which, to the extend provide in such provision, shall
have and may exercise all of the authority of the board of directors in the
management of the Club, including without limitation all authority granted to the
full board of directors by these bylaws. Each committee shall consist of two or
more person, majority of whom are directors; the remainder need not be directors.
The designation of such committees and the delegation thereto of authority shall
not operate to relieve the board of directors, or any individual director, of any
responsibility imposed upon it or him by law. Any non-director who becomes a
member of any such committee shall have the same responsibility with respect to
such committee as a director who is a member thereof. Vacancies in the
membership of any such committee may be filled by the board of directors or by
the remaining members of such committee, in accordance with the provisions of
these bylaws.
10. Committees Not Exercising Authority of the Board. Other committees not having
and exercising the authority of the board of directors in management of the Club
may be designated and appointed by a resolution adopted by a majority of the
directors or by the president. Membership on such committees need not be limited
to directors.

ARTICLE 3 – Officers
1. Offices. The officers of the club shall consist of a president, one or more vice
presidents, a secretary, a treasurer and such other officers and assistant officers as
the board of directors may appoint, each of whom shall be elected or appointed
annually by the board of directors at such time and in such manner and for such
terms not exceeding three (3) years as the board of directors may determine. Any
two or more offices may be held by the same person, except the offices of president
and secretary.
2. Committees Serving as Officers. A committee duly designated may perform the
functions of any officer and the functions of any two or more officers may be
performed by a single committee, including the functions of both president and
secretary.
3. Removal. Any officer elected or appointed may be removed by the board of
directors whenever in its judgment the best interested of the Club will be served
thereby. Any vacancy occurring in any office of the Club by death, resignation,
removal, or otherwise shall be filled by the board of directors.
4. The President. The president shall be the chief executive officer of the Club, shall
have general and active management of the business of the Club, shall see that all
orders and resolutions of the board of directors are carried into effect and shall
preside at meetings of the board of directors. The president may execute bonds,
mortgages and other contracts, except where the execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of the
Club.
5. The Vice Presidents. The vice presidents, if any, in the order of their seniority, or
otherwise, as determined by the board of directors, shall, in the absence or
disability of the president, perform the duties and exercise the powers of the
president. They shall perform such other duties and have such other powers as the
board of directors shall prescribe.
6. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of
the board of directors and record all the proceedings of the meetings of the board of
directors in a book to be kept for that purpose and shall perform like duties for the
standing committees, when required. The secretary shall give, or cause to be given,
notice of special meetings of the board of directors, and shall perform such other
duties as may be prescribed by the board of directors or president.
The assistant secretaries in the order of their seniority, or if there be none, the
treasurer, acting as assistant secretary, or otherwise, as determined by the board of
directors, shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary. The assistant secretaries shall perform such
other duties and have such other powers as the board of directors may from time to
time prescribe.
7. The Treasurer and Assistant Treasurers. The treasurer, if any, shall have custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Club and shall deposit all
monies and other valuable effects in the name and to the credit of the Club in such
depositories as may be designated by the board of directors.
The treasurer shall disburse the funds of the Club as may be ordered by the board
of directors, taking proper vouchers for such disbursements, and shall render to the
president and the board of directors at its regular meetings or when the board of
directors so requires an account of all his transactions as treasurer and of the
financial condition of the Club.
The assistant treasurers in the order of their seniority, or otherwise, as determined
by the board of directors, or the secretary acting as assistant treasurer shall, in the
absence or disability of the treasurer, perform the duties and exercise the powers of
the treasurer. The assistant treasurers shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

ARTICLE 4 – General Provisions
1. Gifts. The board of directors may accept on behalf of the Club any contribution,
gift, bequest, or devise for the general purposes or for any special purpose of the
Club. The board of directors may make gifts and give charitable contributions that
are not prohibited by statute, these bylaws, the articles of incorporation, or any
requirements for maintaining the Club’s federal and status tax status.
2. Execution of Contracts. The board of directors may authorize any officer or
officers, or agent or agents of the Club, in addition to the officers so authorized by
these bylaws, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Club, and such authority may be general or confined
to specific instances, including contracts for administrative and other services in
furtherance of the exempt purposes of the Club.
3. Checks and Drafts. All checks, draft, or other orders for payment of money, notes
or other evidences of indebtedness issued in the name of or payable to the Club
shall be signed or endorsed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
4. Bank Accounts. All funds of the Club shall be deposited from time to time to the
credit of the Club in such banks, trust companies, or other depositories as the board
of directors may select.
5. Fiscal Year. The fiscal year of the Club shall be fixed by resolution of the board of
directors; if not so fixed, it shall be the calendar year.

ARTICLE 5 – Amendment of Bylaws
The board of directors may amend or repeal these bylaws, or adopt new bylaws at any
regular or special meeting of the board of directors. No amendment may be made to these
bylaws that would contravene the Club’s purposes as stated in the articles of incorporation,
as amended from time to time, or that would cause any benefit to inure to any person who
has a personal or private interest in the activities of the Club.

ARTICLE 6 – Restrictions
1. Basic Policies. The following are the basic policies of the Club:
a. The club shall be noncommercial, nonsectarian, and nonpartisan.
b. The Club shall not be operated for the purpose of carrying on a trade or
business for profit, and no part of the property of the Club shall ever inure
to the benefit of any private individual, corporation, association or other
private organization.
c. The name of the Club or the names of any members in their official
capacities shall not be used in any connection with a commercial concern or
with any partisan interest or for any purpose not appropriately related to
promotion of the objectives of the Club.
d. The Club shall not, directly or indirectly, participate or intervene (in any
way, including the publishing or distributing of statements) in any political
campaign on behalf of, or in opposition to, any candidate for public office,
or devote more than an insubstantial part of its activities to attempting to
influence legislation by propaganda or otherwise.
e. In the event of dissolution of the Club, its assets shall be assigned to Yale
University.
f. No dividend shall be paid and no part of the income of the Club shall be
distributed to its members, directors, or officers.
g. Notwithstanding any provision of these bylaws, the Club shall not act,
operate, or engage in any transaction that would subject it or any person to
the taxes imposed by Sections 4940 through 4945 of the Internal Revenue
Code of 1986, as amended.
2. Benefits. No person (or member of such person’s family), association or
corporation making a substantial contribution to the Club (a “Donor”), Donor’s
estate, nor Donor’s heirs-at-law, nor any trustee, nor relative of a trustee or extrustee,
nor member, director, or officer of the Club shall ever receive any part of
the property of the Club, nor shall any benefit ever result to any of said person from
the Club; provided, however, that directors and officers of the Club may be
reimbursed for expenses actually incurred in the discharge of their duties hereafter.
3. Prohibited Transactions. The Club shall not, and the officers and directors of the
Club shall not authorize the Club to:
a. Lend any part of the property of the Club to;
b. Pay any compensation to;
c. Make any services, benefits or facilities of the Club available on a
preferential basis to;

d. Purchase any securities or other property for more than adequate
consideration in money or money’s worth from;
e. Sell any securities or other property for less than adequate consideration in
money or money’s worth to; or
f. Engage in any other transaction which diverts any part of the property of the
Club to a Donor or a corporation directly or indirectly controlled by a
Donor.

ARTICLE 7 – Books and Records
1. Maintenance. The Club shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its members, board of
directors, and committee having any authority of the board of directors.
2. Financial Records. The Club 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 principles. Based on these records, the board of
directors shall annually prepare or approve a report of the financial activity of the
Club for the preceding year. The report must conform to accounting standards as
promulgated by the American Institute of Certified Public Accountants and must
include a statement of support, revenue, and expenses and changes in fund
balances, a statement of functional expenses, and balance sheets for all funds.
3. Inspection. All records, books, and annual reports of the financial activity of the
Club shall be available to the public for inspection and copying. The Club may
charge for the reasonable expense of preparing a copy of a record or report.

ARTICLE 8 – Indemnification of Officers and Directors
1. As utilized in this Article, the following terms shall have the meanings indicated:
a. “Club” includes any domestic or foreign predecessor entity of the Club
(including an unincorporated association) in a merger, consolidation, or
other transaction in which the liabilities of the predecessor are transferred to
the Club by operation of law and in any other transaction in which the Club
assumes the liabilities of the predecessor but does not specifically exclude
liabilities that re the subject matter of the Article.
b. “Director” means any person who is or was a director if the Club (or was
acting in a capacity similar to a directors of the Club prior to the Club’s
incorporation) and any person who, while a directors of the Club, is or was
serving at the request of the Club as a director, officer, partner, venture,
proprietor, trustee, employee, agent, or similar functionary of another
foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise.
c. “Expenses” include court costs and attorneys’ fees.
d. “Official capacity” means: (i) when used with respect to a director, the
office of director in the Club (or similar activities prior to incorporation of
the Club), and (ii) when used with respect to a person other than a director,
the elective or appointive office in the Club held by the officer or the
employment or agency relationship undertaken by the employee or agent on
behalf of the Club, but not withstanding any provision hereof to the
contrary, “official capacity” as defined in both (i) and (ii) above does not
include service for any other foreign or domestic corporation or any
partnership, joint venture, sole proprietorship, trust, employee benefit plan,
or other enterprise.
e. “Proceeding” means any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, any appeal in such an action, suit, or proceeding and any
inquiry or investigation that could lead to such an action, suit, or
proceeding.
2. The Club shall indemnify a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding because the person is or was a
director if it is determined in accordance with Section 6 of this Article that the
person: (1) conducted himself or herself in good faith; (2) reasonably believed: (a)
in the case of conduct in his or her official capacity as a director of the Club, that
his or her conduct was in the Club’s best interests, and (b) in all other cases, that his
or her conduct was at least not opposed to the Club’s best interests; and (3) in the
case of any criminal proceeding, had no reasonable cause to believe that his
conduct was unlawful.
3. A director shall not be indemnified by the Club as provided in Section 2 of this
Article for obligations resulting from a proceeding: (1) in which the director is
found liable on the basis that personal benefit was improperly received by him or
her, whether or not the benefit resulted from an action taken in the person’s official
capacity; or (2) in which the person is found liable to the Club, except to the extent
permitted in Section 8 of this Article.
4. The termination of a proceeding by judgment, order, settlement, or conviction or on
a plea of nolo contendere or its equivalent is not of itself determinative that the
person did not meet the requirements set forth in Section 2 of this Article. A
person shall be deemed to have been found liable in respect of any claim, issue, or
matter only after the persons shall have so adjudged by a court of competent
jurisdiction after exhaustion of all appeals therefrom or after such judgment
becomes final and non-appealable.
5. A person shall be indemnified by the Club as provided in Section 2 of this Article
against judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses actually incurred by the person in connection with the
proceeding; but if the person is found liable to the Club or is found liable on the
basis that personal benefit was improperly received by the person, the
indemnification (1) is limited to reasonable expenses actually incurred by the
person in connection with the proceeding, and (2) shall not be made in respect of
any proceeding in which the person shall have been found liable for willful or
intentional misconduct in the performance of this duty to the Club.
6. A determination of indemnification under Section 2 of this Article must be made:
(1) by a majority vote of a quorum consisting of directors who at the time of the
vote are not named defendants or respondents in the proceeding; (2) if such a
quorum cannot be obtained, by a majority vote of a committee of the board of
directors, designated to act in the matter by a majority vote of all directors,
consisting solely of two or more directors who at the time of the vote are not named
defendants or respondents in the proceeding; or (3) by special legal counsel
selected by the board of directors or a committee of the board of directors by vote
as set forth in subsection (1) or (2) of this Section 6, or, if such a quorum cannot be
obtained and such a committee cannot be established, by a majority vote of all
directors.
7. Authorization of indemnification and determination as to reasonableness of
expenses must be made in the same manner as the determination that
indemnification is permissible, except that if the determination of indemnification
is permissible is made by special legal counsel, authorization of indemnification
and determination as to reasonableness of expenses must be made in the manner
specified by subsection (3) of Section 6 of this Article for the selection of special
legal counsel. Notwithstanding the preceding sentence, a provision contained in
the articles of incorporation, the bylaws, a resolution of directors or an agreement
that makes mandatory the indemnification described in Section 2 of this Article
shall be deemed to constitute authorization of indemnification in the manner
required herein, even though such provision may not have been adopted or
authorized in the same manner as the determination that indemnification is
permissible.
8. The Club shall indemnify a director against reasonable expenses incurred by him or
her in connection with a proceeding in which he or she is a named defendant or
respondent because he or she is or was a director if he or she has been wholly
successful, on the merits or otherwise, in the defense of the proceeding.
9. If, upon application of a director, a court of competent jurisdiction determines, after
giving any notice the court considers necessary, that the director is fairly and
reasonably entitled to indemnification in view of all the relevant circumstances,
whether or not he or she has met the requirements set forth in Section 2 of this
Article or has been found liable in the circumstances described in Section 3 of this
Article, the Club shall indemnify the director to such further extent as the court
shall determine; but if the person is found liable to the Club or is found liable on
the basis that personal benefit was improperly received by the person, the
indemnification shall be limited to reasonable expenses actually incurred by the
person in connection with the proceeding.
10. Reasonable expenses incurred by a director who was, is or is threatened to be made
a named defendant or respondent in a proceeding shall be paid or reimbursed by the
Club in advance of the final disposition of the proceeding and without the
determination specified in Section 6 of this Article or the authorization or
determination specific in Section 7 of this Article, after the Club receives a written
affirmation by the director of his or her good faith belief that he or she has met the
standard of conduct necessary for indemnification under this Article and a written
undertaking by or on behalf of the director to repay the amount paid or reimbursed
if it is ultimately determined that the director has not met that standard or it is
ultimately determined that indemnification of the director against expenses incurred
by him or her in connection with tat proceeding is prohibited by Section 5 of this
Article. A provision contained in the articles of incorporation, these bylaws, a
resolution of the directors or an agreement that makes mandatory the payment or
reimbursement permitted under this Section shall be deemed to constitute
authorization of that payment or reimbursement.
11. The written undertaking required by Section 10 of this Article must be an unlimited
general obligation of the director but need not be secured. It may be accepted
without reference to financial ability to make repayment.
12. Notwithstanding any other provision of this Article, the Club shall pay or reimburse
expenses incurred by a director in connection with his or her appearance as a
witness or other participant in a proceeding at a time when he or she is not a named
defendant or respondent in the proceeding.
13. Each officer, employee and agent of the Club (and any person acting in a similar
capacity prior to incorporation of the Club) shall be indemnified by the Club as and
to the same extent provided for a director by this Article and shall be entitled to
seek indemnification hereunder to the same extent as a director, ands the Club shall
advance expenses to such persons to the same extent required for directors
hereunder.
14. The Club shall indemnify and advance expense to persons who are not or were not
officers, employees, or agents of the Club but who are or were serving at the
request of the Club as a director, officer, partner, venture, proprietor, trustee,
employee, agent, or similar functionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorship, trust, or other enterprise to the same
extent that it may indemnify and advance expenses to directors under this Article.
15. The Club shall indemnify and advance expenses to an officer, employee, agent, or
other person identified in Section 14 of this Article and who is not a director to
such further extent as is consistent with applicable law.
16. The Club may purchase and maintain insurance or another arrangement on behalf
of any person who is or was a director, officer, employee, or agent of the Club or
who is or was serving at the request of the Club as a director, officer, partner,
venture, proprietor, trustee, employee, agent, or similar functionary of another
foreign or domestic corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan or other enterprise, against any liability asserted
against him or her and incurred by him or her in such a capacity or arising out of
his status as such a person, whether or not the Club would have the power to
indemnify him or her against that liability under this Article. Without limiting the
power of the Club to procure or maintain any kind of insurance or other
arrangement, the Club may, for the benefit of persons indemnified by the Club: (1)
create a trust fund; (2) establish any form of self-insurance; (3) secure its indemnity
obligations by grant of a security interest or other lien on the assets of the Club; or
(4) establish a letter of credit, guaranty, or surety arrangement. The insurance or
other arrangement may be procured, maintained, or established within the Club or
with any insurer or other person deemed appropriate by the board of directors,
regardless of whether all or part of the stock or other securities of the insurer or
other person are owned in whole or part by the Club. In the absence of fraud, the
judgment of the board of directors as to the terms and conditions of the insurance or
other arrangement and the identity of the insurer or other person participating in an
arrangement shall be conclusive, and the insurance or arrangement shall not be
voidable and shall not subject the directors approving the insurance or arrangement
to liability, on ant ground, regardless of whether directors participating in the
approval are beneficiaries of the insurance or arrangement.
17. For purposes of this Article, the Club is deemed to have requested a director to
serve an employee benefit plan whenever the performance by him of his duties to
the Club also imposes duties on or otherwise involves services by him to the plan
or participants or beneficiaries of the plan. Excise taxes assessed on a director with
respect to an employee benefit plan pursuant to applicable law are deemed fines.
Action taken or omitted by the director with respect to an employee benefit plan in
the performance of his or her duties or for a purpose reasonable believed by him or
her to be in the interest of the participants and beneficiaries of the plan is deemed to
be for a purpose which is not opposed to the best interest of the Club.
18. The coverage of any liability insurance purchased by the Club pursuant to Section
16 of this Article may include coverage for the indemnifiable expenses described
elsewhere in this Article, as well as judgments, fines, settlements, penalties, taxes,
and expenses of correction, including such expenses as may be related to taxes,
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penalties, and expenses of correction imposed under Chapter 42 of the Internal
Revenue Code of 1986, as amended (the “Code”). However, if coverage for
judgments, fines, settlements, penalties, taxes, and expenses of correction is
included in any liability insurance so purchased by the Club, the Club shall request
the insurance carrier from whom such insurance is purchased to furnish the Club
with the portion of any insurance premium payable that is attributable to such
coverage for judgments, fines, settlements, penalties, taxes, and expense of
correction. That portion of such premium as is so designated by the insurance
carrier shall be allocated pro rata among the directors, officers, and employees of
the Club, as well as any other party actually included within such coverage
pursuant to the provisions of Section 16 of this Article, and included, where
applicable, in the compensation paid to each such director, officer, employee, or
other party by the Club.
19. No purchase of insurance, indemnification or other action contemplated or allowed
by this Article shall be construed to allow or permit any such purchase,
indemnification or action, except as such is within any limitations place on the
Club as a tax exempt organization under the provisions of the Code, the laws of the
State of Texas, the Act, or any other applicable rule or regulation.