Bylaws of Dallas Guardians Inc.
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The name of the organization is Dallas Guardians Inc. The organization is organized in accordance with the Texas Civil Statutes, Chapter 9, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The organization is organized exclusively for purposes subsequent to section 501(c)(7) of the Internal Revenue Code.
ARTICLE I - MEETINGS
Section 1. Annual Meeting. An annual meeting shall be held following the final game of the season, no later than 4 weeks for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.
Section 2. Special Meetings. Special meetings may be requested by the President or the Board of Directors.
Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of the meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all directors of record at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when sent via email or other designated communication channels to the address provided by the officer/ director.
Section 4. Place of Meeting. Meetings shall be held at the organization's principal place of business unless otherwise stated in the notice.
Section 5. Quorum. A majority of the directors and/or officers shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors and/or officers may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors and/or officers present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum. The quorum numbers will be determined by the required group (directors, officers, or both) for the meeting.
Section 6. Informal Action. Any action required to be taken, or which may be taken, at a meeting may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors and/or officers with respect to the subject matter of the vote.
ARTICLE II - DIRECTORS
Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of 7 director(s).
Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of 2 year(s), or until a successor has been elected and qualified. The directors shall be elected at the annual meeting by full-paying members of the current year. Each candidate will be given 45 seconds to speak prior to voting. The President of the organization shall hold an automatic spot on the Board of Directors.
Section 3. Quorum. A majority of directors shall constitute a quorum.
Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.
Section 5. Regular Meeting. The Board of Directors shall meet within 4 weeks after the election for the purpose of electing its new officers, appointing new committee chairpersons, and transacting such other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 6. Special Meetings. Special meetings of the directors may be requested by the President, Vice-President, Secretary, or any two directors and/or officers by providing five days' written notice by email to the address provided by the officer/director. Such notice shall be deemed effective when sent via email or other designated communication channels to the address provided by the officer/ director. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting.
Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. The sitting President shall only vote in the event of a tie between the other members of the Board of Directors. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
Section 8. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.
Section 9. Attendance. All directors shall be required to attend 75% of the 4 quarterly director meetings a year. If a director cannot meet the attendance requirement, they will be subject to removal as stated in Section 10.
Section 10. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
Section 11. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees.
Section 12. Eligibility. Members of the organization, including those holding an officer position, are eligible to hold a director position after maintaining membership in the organization for the previous season. Any director who holds a leadership position with another FC Dallas supporter's group must seek approval by the Board of Directors before assuming or continuing in the role of director.
ARTICLE III - OFFICERS
Section 1. Number of Officers. The officers of the organization shall be a President, a Vice President, a Treasurer, Secretary, Branding/Design, Membership, Game Experience, Tailgate, Communications, and Community Outreach. Two or more offices may be held by one person, although the offices of Secretary and President cannot be held concurrently by the same person. The President may not serve concurrently as a Vice President.
a. President/Chairman. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board.
b. Vice President. The Vice President will be responsible for projects as assigned by the President and the Board. The Vice President shall also assist with the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.
c. Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records or copies of records as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings.
d. Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee. These reports must include monthly bank statements where any Dallas Guardians, Inc. assets are held, as well as monthly ledgers of spending. The Treasure shall lead the Merchandising committee and manage the finances from sales.
e. Branding/Design. The Branding/Design officer will be responsible for creating and maintaining DBG brand standards. They will work to ensure brand consistency with all forms of media, including but not limited to merchandising, online presence (including social media), in the creation of graphics for the Communications position to use, tifo, banners, video, multimedia, etc. They may establish a pool of artists and/or designers, but will ultimately be responsible for the look and feel of the DBG brand with input from officers when needed. This officer will also be responsible for the maintenance of all trademarks of the group to secure its independence and brand recognition.
f. Membership. The Membership officer will work with the front office on ticketing questions for the members. They will also work on membership programs to increase attendance and overall membership.
g. Game Experience. The Game Experience officer will be the chair lead for the Capo Committee and the Tifo Committee. Their responsibility will be to ensure that in-game processes and each committee are functioning properly.
h. Tailgate. The Tailgate officer is responsible for organizing and overseeing all official tailgates, including creating and distributing detailed tailgate plans, coordinating setup and teardown, and managing supplies. They will also work with other officers and volunteers to ensure a welcoming and inclusive environment for all attendees.
i. Communications. The Communications officer will be responsible for the online presence of the organization. They will oversee the formation and execution of a social media strategy, newsletters, website updates, and any other online activity deemed necessary. Oversees the Social Media committee.
j. Community Outreach: The Community Outreach office will work on organizing social events for the organization. This position will work with forming partnerships with other businesses to better the two organizations. The Community Outreach officer will work on organizing charitable events for the organization to volunteer through. This position will work with forming partnerships with other nonprofits to better the two organizations.
Section 2. Election and Term of Office. The officers shall be elected biennially by the Board of Directors at the first meeting of the Board of Directors, within 4 weeks of the annual meeting. Each officer shall serve a two-year term or until a successor has been elected and qualified.
Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.
Section 4. Eligibility. Members of the organization, including those holding a director position, are eligible to hold an officer position after maintaining membership in the organization for the previous season. Any officer who holds a leadership position with another FC Dallas supporter's group must seek approval by the Board of Directors before assuming or continuing on in the role of director.
Section 5. Presidential Succession. If the President is incapacitated, dies, resigns, is for any reason unable to hold their office, or is removed from office, the President will be temporarily replaced until the Board of Directors appoints a replacement. The order of succession for that role shall be as follows:
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1. Vice President
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2. Secretary
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3. Treasurer
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4. Membership
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5. Game Experience
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6. Tailgate
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7. Branding/Design
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8. Communications
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9. Community Outreach
ARTICLE IV - EXPANSION AND FORMING OF CHAPTERS
The organization shall expand by offering the ability of members to form a chapter of the organization outside of the Dallas/Ft. Worth area.
Section 1. Chapter Formation Requirements. In order for a chapter of the Dallas Guardians, INC. to be formed, the following requirements must be made:
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Must be filed with Dallas Guardians, INC. with a “Head of Chapter” designated.
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Must have 10 members registered with Dallas Guardians, INC.
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Must identify a home bar
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Must host watch party every for every away game
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Must agree to uphold the standards set by the Dallas Guardians, INC. in the Code of Conduct at all times
Section 2. Head of Chapter Responsibilities. Each chapter must designate a Head of Chapter when applying to Dallas Guardians, INC. This person will be responsible for the following actions:
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Getting members signed-up online for Full 90 and/or free membership. All membership registrations will be confirmed with the Membership Chair.
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Distributing paid merchandise to the members in their chapter if ordered and members are not traveling to Dallas.
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Organize travel groups to home games for FC Dallas.
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Keeping in contact with leadership about events and numbers.
In the event that a new Head of Chapter needs to be chosen, Dallas Guardians, INC. Directors will be notified and they will assign the position to a new member.
Section 3. Finances and Branding. Chapters of the Dallas Guardians, INC. do not have the power to possess their own finances or create their own merchandise using the branding of the organization.
Section 4. Dissolution. Every chapter that is organized can be dissolved with the authorization of the Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. Grounds for dissolution include:
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Violation of By-Laws
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Violation of Code of Conduct
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Decision by Chapter
ARTICLE V - INDEPENDENT SUPPORTERS COUNCIL
The organization has identified participation in the Independent Supporters Council as a necessary organization to be active in. The Dallas Guardians, INC. have identified to take responsibility for the following:
Section 1. Independent Supporters Council Representatives. The Dallas Guardians, INC. will appoint two representatives to the Independent Supporters Council. The first spot will always be held by the sitting President. The second spot shall be elected by the Directors in a majority vote. Once elected, the Representative will serve a two year term with the President. These Representatives will be the members who represent Dallas Guardians, INC. at all Independent Supporters Council events.
Section 2. Finances. Dallas Guardians, INC. will assume financial responsibility for the travel of the identified representatives for the yearly Independent Supporters Council conference. This conference is held in a different location every year. Dallas Guardians, INC. will pay for flights for both representatives and a hotel for the amount of nights identified by the Independent Supporters Council as the dates for the yearly conference.
ARTICLE VI - CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or any Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
ARTICLE VII - AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of Directors by a two-thirds majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.
ARTICLE VIII - INDEMNIFICATION
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).
ARTICLE IX - DISSOLUTION
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two- thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer or conveyance will be donated to the FC Dallas Foundation which is a qualified Section 501(c)(7) Non-Profit that goes with the guise of the Internal Revenue Code of 1986.
Certification
Marlon Gardner, President of Dallas Guardians Inc., and Brian Miller, Secretary of Dallas Guardians Inc., certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the Board of Directors on July 10, 2025.
This Non-Profit Bylaws is executed and agreed to by:
Marlon Gardner
Bailey Brown
Pablo Lowry
Hubert Lowry
Liam Nolan
Cameron Jenkins
Zazzy Brown
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