Texas State Bar says:
• A nonprofit must have at least two officers: a president and a secretary. A nonprofit may have other officers. The president and the secretary cannot be the same person (Sec. 22.231). The term of an officer cannot exceed three years (Sec. 22.232). In the absence of a provision authorizing a specified term, the officers must be appointed or elected annually (Sec. 22.232)….
Directors and officers are required to perform their duties as a director or committee member:
* In good faith;
* With ordinary care; and
* In the best interest of the nonprofit.
To meet this requirement, directors must follow certain legal responsibilities also known as the Duty of
Obedience, the Duty of Care, and the Duty of Loyalty….
They should ask questions, if necessary,
to obtain information sufficient to fulfill their responsibilities…
Accountability, Transparency, and Reporting
A. Books and Records
• Nonprofits must keep correct and complete books and records. All nonprofits must maintain the following information at the registered or principal office of the nonprofit in Texas:
* names and addresses of members, if any, entitled to vote;
* the written consent of the registered agent (Sec. 5.201(b));
* minutes of meetings of members, board of directors, and any committees having the authority of the board of directors; and
* complete books and records of accounts (Sec. 3.151).
• Nonprofits must keep true and accurate financial records. Records should contain full and correct entries, including income and expenditures, in accordance with generally accepted accounting principals. The records must be kept at the registered or principal office of the nonprofit in Texas for at least three years after the close of the fiscal year (Sec. 22.353)….
• Nonprofits must allow any member or governing person to examine and copy books and records, including the names and addresses of members entitled to vote. A member can make a written demand to examine the nonprofit’s books and records. The purpose of the demand must be stated in writing. The member or a member’s agent, attorney, or accountant may examine the books at any reasonable time and for any proper purpose. The cost of copying is the responsibility of the member….
Whistleblower policies. A nonprofit should provide employees and volunteers with a confidential way to report suspected financial wrongdoing. See www.texascbar.org for a sample whistleblower policy….
A qualified nonprofit may hold only two raffles a year; the raffles cannot be at the same time. Raffle tickets
must contain certain language required by law including:
* the organization’s name,
* the organization’s address,
* the ticket price,
* a general description of the prizes, and
* the date the prizes will be distributed….
After a nonprofit receives its IRS tax exemption letter from the IRS, the board’s interest in the exemption application (Form 1023) often disappears. After a few years, many nonprofits have no idea where the application is located. Nonprofits must maintain a copy of the application in an accessible location because federal law requires nonprofits to make the application available for public inspection. For more information, see the Section
on public disclosure requirements….
An active, attentive board may be the most important way to avoid major threats to an organization. Board members should have a wide range of skills and perform duties. Board members are legally responsible for the
management of the affairs of the organization. A board member should:
• Understand roles and responsibilities of a board,
• Understand the organization’s mission and services,
• Receive regular reports on finances and program performance, and
• Be actively involved in fundraising.
Financial mismanagement is a common concern for nonprofit organizations. In order to reduce the likelihood of such an occurrence, the board should receive training on nonprofit accounting practices…..
B. Protections Against Liability for Directors
Acting in accordance with the duties of directors. Directors are protected from liability if they act in good
faith with ordinary care and in the best interest of the organization.
Dissenting from an action. A director who dissents to an action must have the dissent entered into the minutes of the meeting or send a written dissent to the organization. (Sec. 22.226)
Indemnification of directors. Directors, even those who work under the protection of a corporate form, can still be sued. Even if they cannot be held liable, they may be responsible for paying for attorney’s fees and court
Garland Soccer has no secretary. Records are kept secret from board members and members of this charity. Whistleblowers are vilified and harassed. David Arciniega runs it like a dictator and the board is nothing more than his puppets.