Updated 2/13/04
Section 1.01. Principal Office.
The principal office of the Corporation shall be in the
greater Houston Metropolitan Area of the State of Texas. The Corporation may have such other offices,
either within or without the State of Texas, as the Board of Directors may
determine or as the affairs of the Corporation may require from time to time.
Section 1.02. Registered office and Registered Agent.
The Corporation shall have and continuously maintain in the State of Texas a registered office (address where all correspondence from State/IRS goes) and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Act. The registered office may be, but need not be, identical with the principal office of the Corporation in the state of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
Section 2.01. Definition of Member.
A Member is any person sixteen (16) years of age or older
who, and any organization which, has paid dues as set forth in Section 2.03 of these Bylaws.
Section 2.02. Membership Year.
The term of Membership of the Members shall be the fiscal
year beginning September 1st and ending August 31st.
Section 2.03. Dues.
The amount of the dues for any Membership Year, or part
thereof, shall be determined by the Board of Directors.
Section 2.04. Voting
Rights of Members.
Each Member shall be entitled to one vote on each matter
submitted to a vote of the Membership.
To be qualified to vote in the election of the Board of
Directors or to run as a candidate for the Board of Directors, and for all
other matters requiring a vote by the Membershhip, a Member shall be eligible
to vote if the member is a paid up Member in the Membership Year in which the
vote is held.
Section 2.05. Definition of a Quorum of the Members.
Twenty percent (20%) of the Membership shall constitute a quorum. Any Special of Annual Meeting of the Members
must have a quorum in order to be considered a Special of Annual Meeting under
these Bylaws.
Section 2.06. Special Meetings.
Except as provided in Section 2.06.01 below,
the Board shall determine the need for a Special Meeting of the Members. Special Meetings shall be held at a regular
dance unless the Board votes unanimously that it would be more convenient for
the Members to meet at another date, time, and place.
Section
2.06.01. Membership Petition. Upon the petition of not
less than a quorum of the Members, the President shall call a Special meeting
of the Members to be held not less than 10 nor more than 30 days of the receipt
of the petition.
Section 2.07. Annual
Meeting of the Members.
The Annual Meeting of the Members shall be held within 30
days of the end of the fiscal year. The
annual Meeting shall be held during a regular dance unless the Board votes
unanimously that it would be more convenient for the Members to meet at another
date, time, and place.
Section 2.08. Notice.
The date and time of the Annual or Special Meeting of the
Members shall be announced to the Members by written notification not less than
10 days nor more than 30 days before the date of the Meeting. The notification may be made in the
Corporation’s newsletter if it is sent to the Members at their last known
address. The President shall have the
authority to reschedule any Annual and/or Special Meeting, except for a Special
Meeting called under Section 2.06.01, based upon his/her consultation with the
other Directors and the agreement of a majority of the other Directors.
Section 3.01. General Powers.
The affairs of the Corporation shall be managed by its Board
of Directors. All decisions of the
Board shall pass by majority vote of the Board (not just a majority of
Directors in attendance at any given meeting), except for the decision to
remove a Director as stated in Section 3.08.
Section 3.02. Regular Meetings.
The Board of Directors shall determine the number, date,
time and place for the holding of Regular Meetings of the Board.
Section 3.02.01. Notice. Notice for Regular Meetings of the Board shall be deemed given when, starting with the Annual Meeting of the Directors, the date, time and place has been agreed upon by the Board and recorded in the minutes of that meeting. All additional Regular Meetings shall be determined in the same manner. The date, time and place of Regular Meetings of the Board shall be announced to the Members. The President shall have the authority to reschedule any Annual, Regular, and/or Special Meeting based upon his/her consultation with the other Directors and the agreement of a majority of the other Directors.
Section 3.03. Special (i.e. Emergency) Meetings.
Special Meetings of the board of Directors may be called at
the request of two Directors or the President.
The person(s) who call(s) the special Meetings of the Board may fix any
place as the place for holding such Special meetings of the Board.
Section 3.03.01. Notice. Notice of
any Special Meeting of the Board of Directors shall be given at least three(3)
days in advance previously thereto by written notice. The attendance of a Director at any meeting that shall constitute
a waiver of notice for such Meeting, except where a Director attends the
meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened. The meeting shall be lawfully called if a
majority of the Directors waive notice.
Section 3.04. The Annual Meeting of Directors.
The Annual Meeting of the Board of Directors (Transition
Meeting) shall be held within fourteen (14) days following the Annual Meeting
of the Members.
Section 3.05. Definition of a Quorum of Directors.
The majority of the Directors shall constitute a quorum.
Section 3.06. Proxies.
A Director may give his/her proxy to another Director, to
attend a Regular or Special Meeting on his/her behalf. The proxy to be valid must be in writing and
must be specific on the matters and in the manner in which the Proxy holder is
to vote. No Proxy shall be valid after
30 days from the date of its execution.
Section 3.07. Number, Tenure, and Qualifications.
The Board of Directors shall consist of five (5)
directors. They shall be elected in
accordance with the procedures specified in (i) Article XII of these bylaws of
(ii) Section 3.09 of these Bylaws. Directors
shall assume office at the Annual Meeting of the Members and shall hold office
until the next Annual Meeting of the Members, unless a Director either resigns
or is removed in accordance with Section 3.08 or is elected in accordance with
Section 3.09. In any case, a Director
shall be deemed to have served a full term of office if he or she has served
more than 180 days as a Director between two (2) consecutive annual Meetings of
the Members. Directors shall be Members
of the Corporation. Directors need not
be residents of Texas.
Section 3.08.
Removal.
Any Director elected by the Members, or appointed by the
Board of Directors in accordance with Section 3.09, may be removed by the
unanimous vote of the remaining Directors whenever in their judgement the best
interest of the Corporation would be served thereby, or by a majority vote of
the Members if petitioned by a quorum of the Members. Such removal shall be without prejudice to the contract right, if
any, of the Director so removed.
Section 3.09. Vacancies.
A vacancy in any Directorship because of death, resignation,
removal or otherwise, shall be filled by the remainig Board of Directors for
the unexpired portion of the term by a majority vote of the remaining
Directors. The vacancy shall be filled
within sixty (60) days of its date of origin.
The new Director shall assume his/her office upon his/her election and
shall hold office until the Annual Meeting of the Members unless the Director
either resigns of is removed in accordance with Section
3.08.
Section 4.01. Officers.
The officers of the Corporation shall be a President, one or
more Vice Presidents (the number thereof to be determined by the Board of
Directors), a Secretary, a Treasurer, and such other officers as may be elected
in accordance with the provision of this Article. Any two or more offices may be held by the same persons, except
the offices of President and Secretary and of President and Vice President.
Section 4.02. Election and Term of Officer.
The officers of the Corporation shall be elected by the
Board of Directors at the Annual Meeting of the Directors. The President and Vice President(s) shall be
elected from among the Board of Directors.
Other officers, including the Treasurer and Secretary, may be elected
from among the Board of Directors, or may be appointed by the Directors from
among the general Membership. If
appointed, officers shall not become Directors of the Corporation but shall
perform such duties as are appropriate to the position and shall act in an
advisory capacity to the Board of Directors.
New offices may be created and filled at any Meeting of the Board of
Directors. Each officer shall hold
office until his/her successor shall have been duly elected or appointed; or
the officer shall have resigned; or the office, other than the President, Vice
President, Secretary and Treasurer, has been eliminated.
Section 4.03 President.
The President shall be the principal executive officer of
the Corporation, and in general supervise and control all of the business and
affairs of the Corporation. He/she shall
preside at all Meetings of the Board of Directors.
Section 4.04. Vice President.
In the absence of the President or in the event of his/her
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in order of their election)shall
perform the duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other
duties as from time to time may be assigned to him/her by the Board of
Directors.
Section 4.05. Treasurer.
The Treasurer shall keep the financial records, correct and
complete books and records of account, and shall perform all the other duties
incident to the office of Treasurer and such other duties that may be assigned
him/her by the Board of Directors and these Bylaws.
Section 4.06. Secretary.
The Secretary shall keep minutes of all Meetings of the
Board of Directors and Meetings of the Members, and shall perform all the
duties incident to the office of Secretary and such other duties that may be
assigned him/her by the Board of Directors and these Bylaws.
Section 4.07. Removal.
Any officer elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever in its judgement the best
interest of the Corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the officer so removed.
Section 4.08. Vacancies.
A vacancy in any office because of death, resignation, or
otherwise, may be filled by the Board of Directors for the unexpired portion of
the term.
Section 5.01. Committees.
The Board of Directors may designate and appoint committees
or individual Members to coordinate functions of the Corporation.
Section 6.01. Contracts.
The Board of Directors may authorize any officer or
officers, agent or agents of the Corporation to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation.
Section 6.02. Checks and Drafts.
All checks, drafts, or orders for the payment of money,
notes, or other evidence of indebtedness issued in the name of the Corporation
shall be signed by such officer or officers, agent or agents of the Corporation
and in such manner as shall from time to time be determined by resolution of
the Board of Directors.
Section 6.03. Deposits.
All funds of the Corporation shall be deposited from time to
time to the credit of the Corporation in such banks, trust companies, or other
depositories as the Board of Directors may select.
Section 6.04. Gifts.
The Board of Directors may accept on behalf of the
Corporation any contribution gift, bequest, or devise for the general purpose
or for any special purpose of the Corporation.
Section 6.05. Memberships.
The Corporation may enter into Memberships and other
affiliations by resolution of the Board of Directors.
Section 7.01. Books and Records.
The Corporation shall keep correct and complete books and
records of account and shall also keep minutes of all Meetings of the Board of
Directors and Meetings of the Members.
The Treasurer shall keep the financial records. The Secretary shall keep the minutes. A statement of financial condition shall be
submitted to the Board of Directors at their Regular Board Meetings, and to the
Membership yearly.
Section 8.01. Fiscal Year.
The fiscal year of the Corporation shall be from June 1st
through May 31st.
Section 9.01. When Indemnification is Required, Permitted,
and Prohibited.
The Corporation shall, subject to Section 9.02, indemnify a
Director, Officer, Committee Member, Employee or Agent of the Corporation to
the maximum extent permited by law.
Section 9.02. Financial
Ability to Make Indemnification.
The Corporation shall be legally liable to make the above
referenced indemnification only if said indemnification will not impede the
Corporation from meeting its unrelated obligations.
Section 9.03. Charitable Immunity and Liability Act of
1987.
Nothing in these Bylaws or in the Articles of Incorporation
shall be construed as limiting the applicability of the Charitable Immunity and
Liability Act of 1987 as enacted and as hereinafter amended.
Section 10.01. Waiver of Notice.
Whenever any notice is required to be given under the
provisions of the Texas Non-Profit Corporation Act or under the provisions of
the Articles of Corporation of the Bylaws of the Corporation, such notice can
be prospectively or retroactively wavered in a signed writing by any person
entitled to such notice.
Section 11.01. Amendemnts.
Amendments to these Bylaws may be proposed by any Member of
the Corporation. Proposed amendments
shall be approved for voting either by the Board of Directors or by a petition
of a quorum of the Members. The
proposed amendment(s) and the date of the tabulation of votes shall be made
available in writing both by mail and by posting at regular dances at least
thirty (30) days prior to the date of tabulation. The tabulation must be held
at a regular dance or a Special or Annual Meeting of the Members. The voting shall be conducted according to
the procedures set forth in Article XII of
these Bylaws. The proposed amendment(s)
shall become part of these Bylaws when passed by not less than a quorum of the
Members.
Section 12.01. Secret Ballots.
Election of the Board of Directors and voting for amendments
to the Corporation’s Bylaws shall be done by secret written ballot.
Section 12.02. Quorum
for Purposes of Tabulating Votes.
The determination of whether or not a quorum is present at
the Annual and/or Special Meeting of the Members for voting for the Board of
Directors and the amendment of the Bylaws shall be based upon the number of
eligible Members present at the Meeting and the number of votes cast by Members
who are not at the Meeting.
Section 12.03. Election Process for the Board of
Directors.
Five (5) directors shall be elected at the Annual Meeting of
the Members. Each Member may vote for
up to five (5) nominees for the Board of Directors. Cumulative voting shall not be permitted (i.e. Members shall not
cast more than one vote per nominee).
Section 12.03.04. At the close of
nominations, proctors shall be selected from among the Members by the Board
of Directors. Two or more proctors
shall be selected by the Board of Directors to tabulate the ballots. None of the proctors shall be related to
each other or from the same household or to any nominee.
Section 12.03.05. Ballots shall be
distributed by the proctors to voting Members, as defined in Section 2.04, no later than five (5) days after the
close of nominations. Ballots may be
distributed in the Corporation’s newsletter if it is sent to the Members at
their last known address.
Section 12.03.05.01. The proctors
shall verify that each nominee and each Member who is to receive a
ballot is a Member in compliance with Section 2.04
before distributing the ballots.
Section 12.03.06. Ballots shall be
returned to a proctor either in person or by mail, enclosed in a sealed
envelope signed on the outside as proof of identification, before the Annual
Meeting of the Members is called to order.
Section 12.03.07. The tabulation
of the votes by the proctors shall be conducted at the annual
Meeting of the Members. The five (5) nominees receiving the highest total of
votes will be declared directors. In
the event of a tie, a second written and secret ballot shall be taken between
the tied nominees by the voting Members, as defined in Section
2.04, present at the Annual Meeting of the Members. If the second ballot results in a tie, the
winner shall be determined by lot.
Section 12.03.08. The elected
Board shall take office when tabulation has been completed and the results
announced publicly at the Annual Meeting of the Members.
Section 12.04. Voting Process for Amendment of the
Bylaws.
Any Bylaw amendment(s) must first be proposed, approved, and
posted in compliance with Article XI of these
Bylaws.
Section 12.04.01. Two or more
proctors shall be selected from among the members by the Board of Directors to
tabulate ballots. Proctors shall not
be closely related to each other or from the same household.
Section 12.04.02. Ballots shall be
distributed by the proctors to all Members no later than 14 days prior to the
date of tabulation. Ballots may be
distributed as part of the initial mailing (posting) of the proposed
amendment(s) required by Article XI. Ballots may be distributed in the Corporation’s
newsletter if it is sent to the Members at their last known address.
Section 12.04.03. Ballots shall be
returned to a proctor either in person or by mail, enclosed in a sealed
envelope signed on the outside as proof of identification, on or before the
date of tabulation, before tabulation begins.
Section 12.04.04. The tabulation
of the votes by the proctors shall be conducted during a
regular dance or a Special or Annual Meeting of the members.
Section 12.04.05. The proposed
amendment(s) shall become part of these Bylaws and be legal and binding
when passed by a quorum, as defined in Section 12.02,
of the Members.