TGSA Bylaws

BYLAWS OF
THE TEJANO GENEALOGY SOCIETY OF AUSTIN, INC. (TGSA)

Adopted 12 November 2016

 

(A NON-PROFIT CORPORATION)

CONTENTS OF INITIAL BYLAWS

Article                                                                                                                                       Page

1.00 CORPORATE CHARTER AND OFFICES....................................................................................................... .........................................................................................................................................  3

1.01 Corporate Charter Provisions................................................................................................................. 3

1.02 Registered Office and Agent......................................................................................................................... 3

1.03 Initial Business Office......................................................................................................................... 3

1.04 Amendment of Bylaws....................................................................................................................... 3

2.00 DIRECTORS AND DIRECTORS' MEETINGS.................................................................................................... .........................................................................................................................................  4

2.01 Powers....................................................................................................................... 4

2.02 Vacancies ...................................................................................................................................  4

2.02(a) Declaration of Vacancy.......................................................................................................... 4

2.02(b) Vacancies by Directors........................................................................................................ 4

2.02(c) Filling Vacancies by Members........................................................................................................ 4

2.03 Removal of Directors................................................................................................................... 4

2.04 Action by Consent of Board Without Meeting...................................................................................................................... 5

2.05 Place of Meetings.................................................................................................................... 5

2.06 Regular Meetings.................................................................................................................... 5

2.07 Special Meetings.................................................................................................................... 5

2.08 Quorum.................................................................................................................... 5

2.09 Adjournment and Notice of Adjourned Meetings.................................................................................................................... 5

2.10 Conduct of Meetings.................................................................................................................... 6

2.11 Number of Directors ...................................................................................................................................  6

2.12 Term of Office......................................................................................................................... 6

2.13 Compensation........................................................................................................... 6

2.14 Indemnification of Directors and Officers...................................................................................................................... 6

2.15 Insuring Directors, Officers, and Employees................................................................................................................. 6

2.16 Board Committees-Authority to Appoint...................................................................................................................... 6

2.17 Proxies...................................................................................................................... 7

3.00 MEMBERS AND MEMBERS' MEETINGS.................................................................................................... .........................................................................................................................................  8

3.01 Admission of Members................................................................................................................... 8

3.02 Voting Rights........................................................................................................................ 8

3.03 Termination of Membership ...................................................................................................................................  8

3.04 Reinstatement........................................................................................................... 8

3.05 Resignation............................................................................................................... 8

3.06 Annual Meetings.................................................................................................................... 8

3.07 Action Without Meeting ...................................................................................................................................  8

3.08 Place of Meetings.................................................................................................................... 8

3.09 Telephone Meetings.................................................................................................................... 9

3.10 Failure to Hold Annual Meeting...................................................................................................................... 9

3.11 Conduct of Meetings.................................................................................................................... 9

3.12 Notice of Meetings.................................................................................................................... 9

3.13 Special Meetings.................................................................................................................... 9

3.14 Quorum.................................................................................................................... 10

3.14(a) Quorum of Members........................................................................................................ 10

3.14(b) Adjournment for Lack of Quorum.......................................................................................................... 10

3.15 Voting by Voice or Ballot......................................................................................................................... 10

3.16 Proxies...................................................................................................................... 10

3.17 Voting by Mail............................................................................................................................ 10

4.00 OFFICERS..................................................................................................... ........................................................................................................................................ 11

4.01 Title and Appointment............................................................................................................. 11

4.02 Removal and Resignation............................................................................................................... 11

4.03 Vacancies.................................................................................................................. 11

4.04 Compensation........................................................................................................... 11

4.05 President................................................................................................................... 11

4.06 Vice President................................................................................................................... 11

4.07 Secretary................................................................................................................... 12

4.08 Treasurer.................................................................................................................. 12

5.00 AUTHORITY TO EXECUTE INSTRUMENTS............................................................................................... ........................................................................................................................................ 14

5.01 No Authority Absent Specific Authorization............................................................................................................ 14

5.02 Execution of Certain Instruments.............................................................................................................. 14

6.00 CORPORATE RECORDS AND ADMINISTRATION.......................................................................................... ........................................................................................................................................ 15

6.01 Minutes of Corporate Meetings.................................................................................................................... 15

6.02 Books of Account and Annual Reports...................................................................................................................... 15

6.03 Membership Register..................................................................................................................... 15

6.04 Corporate Seal............................................................................................................................ 15

6.05 Fiscal Year........................................................................................................................... 15

6.06 Management of Funds........................................................................................................................ 16

6.07 Loans to Officers and Directors................................................................................................................... 16

6.08 Waiver of Notice and Consent to Action........................................................................................................................ 16

7.00 DUES............................................................................................................. ........................................................................................................................................ 17

7.01 Annual Dues.......................................................................................................................... 17

7.02 Payment of Dues.......................................................................................................................... 17

7.03 Default and Termination of Membership.............................................................................................................. 17

 

ARTICLE ONE—CORPORATE CHARTER AND OFFICES

 

1.01      CORPORATE CHARTER PROVISIONS

Each provision of the Corporation's Charter shall be observed until amended by Restated Articles or Articles of Amendment, filed with the Texas Secretary of State.

1.02      REGISTERED OFFICE AND AGENT

The address of the Registered Office provided in the Articles of Incorporation, as duly filed with the Secretary of State for the State of Texas, is:

2716 Tether Trail

Austin, Texas 78704.

The name of the Registered Agent of the Corporation at such address, as set forth in its Articles of Incorporation, is: Andrés Tijerina.

The registered agent or office may be changed by filing a Statement of Change of Registered Agent or Office or Both with the Texas Secretary of State, and not otherwise. Such filing shall be made promptly with each change. Arrangements for each change in registered agent or office shall ensure that the Corporation is not exposed to the possibility of a default judgment. Each successive registered agent shall be of reliable character and well informed of the necessity of immediately furnishing the papers of any lawsuit against the Corporation to its attorneys.

1.03      INITIAL BUSINESS OFFICE

The address of the initial principal business office of the Corporation is hereby established as:

2716 Tether Trail

Austin, Texas 78722

The Corporation may have additional business offices within the State of Texas, and where it may be duly qualified to do business outside of Texas, as the Board of Directors may designate or the business of the Corporation may require.

1.04   AMENDMENT OF BYLAWS

The Board of Directors may alter, amend, or repeal these Bylaws, and adopt new Bylaws. All such Bylaw changes shall take effect upon adoption by the Directors. Notice of Bylaws changes shall be given on or before notice of the first Members meeting following their adoption.

ARTICLE TWO— DIRECTORS AND DIRECTORS' MEETINGS

2.01   POWERS

The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors, subject to the limitations imposed by law, the Articles of Incorporation, and these Bylaws.

2.02   VACANCIES

Vacancies on the Board of Directors shall exist upon: (a) the failure of the Members to elect the full authorized number of Directors to be voted for at any Members’ meeting at which any Director is to be elected; (b) a declaration of vacancy under Section 2.03(a) of these Bylaws: (c) an increase in the authorized number of Directors: or (d) the death, resignation, or removal of any Director.

2.02(A)      DECLARATION OF A VACANCY

A majority of the Board of Directors may declare the office of a Director vacant if the Director is adjudged incompetent by a court: is convicted of a crime involving moral turpitude: or fails to accept the office of Director, either by a letter of acceptance or by attending a meeting of the Board of Directors within thirty (30) days of notice of election.

2.02(B)          FILLING VACANCIES BY DIRECTORS

Vacancies other than those caused by an increase in the number of Directors shall be temporarily filled by majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office until a successor is elected at a Members’ meeting. Vacancies reducing the number of Directors to less than three shall be filled before the transaction of any other business.

2.02(C)         FILLING VACANCIES BY MEMBERS

Any vacancy on the Board of Directors, including those caused by an increase in the number of Directors, shall be filled by the Members at the next annual meeting or at a special meeting called for that purpose. Upon the resignation of a Director tendered to take effect at a future time, the Board or the Members may elect a successor to take office when the resignation becomes effective.

2.03   REMOVAL OF DIRECTORS

The entire Board of Directors or any individual Director may be removed from office by a vote of a majority of Members entitled to vote at an election of Directors. However, if less than the entire Board is to be removed, and the Members are given the right to cumulate votes in the Articles of Incorporation, no one of the Directors may be removed if the votes cast against his removal would be sufficient to elect him if then voted at an election of the entire Board of Directors. If any or all Directors are so removed, their replacements may be elected at the same meeting.

2.04      ACTION BY CONSENT OF BOARD WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and shall have the same force and effect as a unanimous vote of Directors if all the Directors consent to the action in writing. Such consent may be given individually or collectively.

2.05   PLACE OF MEETINGS

Meetings of the Board of Directors shall be held at any place within or without the State of Texas as may be designated by the Board.

2.06   REGULAR MEETINGS

Regular meetings of the Board of Directors may be held, without call or notice immediately following each Members' meeting, and at any other regularly repeating times as the Directors may designate.

2.07   SPECIAL MEETINGS

Special meetings of the Board of Directors for any purpose may be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two Directors. Notice of the special meeting, stating the time and place of the meeting, shall be provided ten (10) days before when possible, or at a minimum not later than two (2) days before, the day appointed for the meeting. The notice may include a tentative agenda, but the meeting shall not be confined to any agenda included with the notice, but none is required.

Upon providing notice, the Secretary or other officer sending notice shall sign and file in the Corporate Record Book a statement of the details of the notice given to each Director. If such statement should later not be found in the Corporate Record Book, due notice shall be presumed to have taken place.

2.08 QUORUM

The presence throughout any Directors' meeting, or adjournment thereof, of a majority of the authorized number of Directors shall be necessary to constitute a quorum to transact any business, except to adjourn. If a quorum is present, every act done or resolution passed by a majority of the Directors present and voting shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws. Directors present by proxy shall not be counted toward a quorum.

2.09      ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS

A quorum of the Directors may adjourn any Directors' meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need not be given to absent Directors if the time and place are fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present may adjourn to a set time and place if notice is duly given to the absent members, or until the time of the next regular meeting of the Board.

 

 

2.10   CONDUCT OF MEETINGS

The President shall chair all meetings of the Board of Directors. In the President's absence, the Vice President or a Chairman chosen by a majority of the Directors present shall preside. The Secretary of the Corporation shall act as Secretary of the Board of Directors' meetings. When the Secretary is absent from any meeting, the Chairman may appoint any person to act as Secretary of that meeting.

2.11   NUMBER OF DIRECTORS

The number of Directors of this Corporation shall be five, unless both a Recording Secretary and Corresponding Secretary are deemed necessary, none of whom need be residents of Texas or Members. The number of Directors may be increased or decreased from time to time by amendment of these Bylaws. Any decrease in the total number of Directors shall not have the effect of reducing the total number of Directors below three, nor of shortening the tenure which any incumbent Director would otherwise enjoy.

The Directors shall consist of a President, Vice President, Treasurer, Corresponding Secretary, Recording Secretary and the office of the fifth Director shall be comprised of the immediate outgoing President.

2.12   TERM OF OFFICE

Directors shall be entitled to hold office until removed or their successors are elected and qualified. Election for all Director positions, vacant or not, shall occur in even years and the term will last for two years.  Elections shall occur at each annual Members' meeting and may be held at any special Members' meeting called specifically for that purpose.

2.13   COMPENSATION

Directors as such shall not receive salaries for their services.

2.14      INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Corporation shall indemnify all officers, Directors, employees, and agents to the extent required by the laws of the State of Texas. The Board of Directors may, by separate resolution, provide for additional indemnification as allowed by law.

2.15      INSURING DIRECTORS, OFFICERS, AND EMPLOYEES

The Corporation may purchase and maintain insurance, or make any other arrangement on behalf of any person as permitted by Article 2.22A(R) of the Texas Non-Profit Corporation Act, whether or not the Corporation has the power to indemnify that person against liability for any acts which come under legal question.

2.16      BOARD COMMITTEES—AUTHORITY TO APPOINT

The Board of Directors may designate one or more committees to conduct the business and affairs of the Corporation to the extent authorized. Each Board committee shall contain at least two (2) members, a majority of whom must be Directors. The Board shall have the power to change the powers and membership of, fill in vacancies and dissolve any committee at any time. The designation of any committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. The Board may also elect or appoint Members committees, but these committees shall not conduct the official business of the Corporation.

2.17 PROXIES

A Director may vote in person. No proxy voting shall be allowed.

ARTICLE THREE—MEMBERS AND MEMBERS' MEETINGS

3.01   ADMISSION OF MEMBERS

. The Directors shall set, and may alter, qualifications and classes of membership. Membership is not transferable or assignable.

3.02   VOTING RIGIITS

Members of any class(es) entitled to vote shall have one vote on each matter submitted to a vote of the Members.

3.03   TERMINATION OF MEMBERSHIP

The Board of Directors, by two-thirds affirmative vote, may suspend or expel a Member for cause after notice and hearing and may, by a majority vote, terminate the membership of any Member who becomes ineligible for membership, or suspend or expel any Member who shall be in default in the payment of dues for the period fixed by the Directors.

3.04   REINSTATEMENT

Membership may be reinstated for upon payment of dues.

3.05   RESIGNATION

Any Member may resign by filing a written resignation with the Secretary, Failure to pay dues within the first calendar quarter will constitute resignation.  

3.06   ANNUAL MEETINGS

The time, place, and date of the annual meeting of the Members of the Corporation, for the purpose of electing Directors and for the transaction of any other business as may come before the meeting, shall be set by the Board of Directors. If the election of Directors is not held on the day thus designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Members as soon thereafter as possible.

3.07   ACTION WITHOUT MEETING

Any action that may be taken at a meeting of the Members under any provision of the Texas Non-Profit Corporation Act may be taken without a meeting if authorized by a consent or waiver signed by all of the persons who would be entitled to vote on that action at a meeting and filed with the Recording Secretary of the Corporation. Each such signed consent, or a true copy thereof, shall be placed in the Corporate Record Book.

3.08   PLACE OF MEETINGS

Members' meetings shall be held at any place within or without the State of Texas as may be designated by consent of all persons entitled to vote at a Members' meeting. Any meeting is valid wherever held if consent to the meeting is given by all persons entitled to vote at the meeting.

3.09   TELEPHONE MEETINGS

Subject to the notice provisions required by these Bylaws and by the Texas Non-Profit Corporation Act, Members may participate in and hold a meeting by means of tele-conference, email, or similar communications equipment. Participation in such a meeting shall constitute presence in person at such meeting, except participation for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

3.10      FAILURE TO HOLD ANNUAL MEETING

If, within any thirteen (13) month period an annual Members' Meeting is not held, any Member may demand, by registered mail or email to any officer, that the meeting be held within a reasonable time.

3.11   CONDUCT OF MEETINGS

Members' meetings shall be chaired by the President, or, in the President's absence, a Vice President or any other person chosen by a majority of the Members present in person or by proxy and entitled to vote. The Secretary of the Corporation, or, in the Secretary's absence, an Assistant Secretary, shall act as Secretary of the Members' meetings. In the absence of the Secretary or Assistant Secretary, the Chairman of the meeting shall appoint another person to act as Secretary of the meeting.

3.12   NOTICE OF MEETINGS

The officer or persons giving notice of a Members' meeting shall deliver written notice to each Director and to each Member entitled to vote at the meeting at least ten (10) but not more than fifty (50) days before the date of the meeting. Such notice shall state the place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called. The notice may be given personally, by mail, or by other means. The notice shall be addressed to each recipient at such address as appears in the Corporation's records or as the recipient has given to the Corporation for the purpose of notice. Meetings provided for in these Bylaws shall not be invalid for lack of notice if all persons entitled to notice consent to the meeting in writing or are present at the meeting in person. Consent may be given either before or after the meeting. Notice of the reconvening of an adjourned meeting is not necessary unless the meeting is adjourned more than thirty (30) days past the date stated in the notice, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

3.13   SPECIAL MEETINGS

A special Members' meeting may be called at any time by the President, the Board of Directors, or one or more Members holding one-tenth or more of all the votes entitled to vote at the meeting. Such meeting may be called for any purpose. The party calling the meeting may do so only by written communication to the President or Secretary. The officer receiving the written request shall cause notice of the meeting to be sent to all the Members entitled to vote at the meeting. If the officer does not give notice of the meeting within ten (10) days after receipt of the written request, the person or persons calling the meeting may fix the time of the meeting and give the notice. The notice shall be sent pursuant to Section 3.12 of these Bylaws. The notice of a special Members' meeting must state the purpose or purposes of the meeting and, absent consent of every Member to the specific action taken, shall he limited to purposes plainly stated in the notice, notwithstanding other provisions herein.

3.14 QUORUM

3.14(A)      QUORUM OF MEMBERS

As to each item of business to be voted on, the presence (in person) of the persons who are entitled to vote (at least ten (10) members a on that matter shall constitute the quorum necessary for the consideration of the matter at a Members' meeting. If a quorum is present, every act done or resolution passed by a majority of the Members present shall be the act of the Members.

3.14(B)            ADJOURNMENT FOR LACK OF QUORUM

No business may be transacted in the absence of a quorum, or upon the withdrawal of enough Members to leave less than a quorum, other than to adjourn the meeting from time to time by the vote of a majority of the votes represented at the meeting.

3.15    VOTING BY VOICE OR BALLOT

Voting need not be by ballot unless a Member demands election by ballot before the voting begins.

3.16 PROXIES

Members may not authorize a proxy vote. Members must be present in order for their vote to be recorded except as described in Section 3.17.

3.17 VOTING BY MAIL/EMAIL

Any election of Directors may be conducted by written communication in such manner as the Board of Directors shall determine acceptable.  Further, the nominating chair will prepare and email the slate of officers to all members.

ARTICLE FOUR—OFFICE

4.01              TITLE AND APPOINTMENT

The officers of the Corporation shall be a President, a Vice President, a Recording Secretary, and such other officers as the Board may designate including a Corresponding Secretary, if deemed necessary. The immediate outgoing President will also serve on the Board of Directors. Any two or more offices, except President and Secretary, may be held by the same person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the tenure, not to exceed two (2) years, of all officers. Under special circumstances, the tenure of the Board of Directors may be extended for an additional term. The Board of Directors may serve for (2) consecutive terms within the same office. The Board of Directors may delegate this power to appoint officers to any office or committee, and such officer or committee shall have full authority over the officers they appoint, subject to the power of the Board as a whole. Election or appointment of an officer shall not of itself create contract rights.

4.02              REMOVAL AND RESIGNATION

Any officer may be removed, with or without cause, by vote of a majority of the Directors at any meeting of the Board. Such removal shall be without prejudice of the person removed. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary of the Corporation. Any resignation shall take effect upon receipt or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.03         VACANCIES

Should any vacancy occur in any office of the Corporation, the Board of Directors may elect an acting successor to hold office for the unexpired term or until a permanent successor is elected. See Standing Rules.

4.04         COMPENSATION

  No compensation will be offered or given to any member of the Board of Directors.

4.05         PRESIDENT

The President shall be the chief executive officer of the Corporation, subject to the control of the Board of Directors. The President shall have general supervision, direction, and control of the business and officers of the Corporation; shall have the general powers and duties of management usually vested in the office of the President of a corporation; shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws, and shall be ex officio member of all standing committees, including the Board of Directors. In addition, the President shall preside at all meetings of the Members and Board of Directors.

4.06         VICE PRESIDENT

The Vice President(s) shall have such powers and perform such duties as from time to time may be prescribed by these Bylaws, the Board of Directors, or the President. If the President is unable to serve, the Vice President shall perform all the duties of the President, pending action by the Board. The Vice President shall have the powers of, and be subject to all the restrictions on the President.

4.07 SECRETARY The role of Secretary may be filled by one individual or duties may be split among a Recording Secretary and a Corresponding Secretary at the discretion of the Board. The Secretary’(s) shall:

 

1. Recording Secretary

(A)  See that all notices are duly given as required by law, the Articles of Incorporation, or these Bylaws. In case of the absence or disability of the Recording Secretary, or the Recording Secretary's refusal or neglect to act, notice may be given and served by the Corresponding Secretary or by the President, Vice President, or Board of Directors.

(B)    Be custodian of the minutes of the Corporation's meetings, its Corporate Record Book, its other records, and any seal which it may adopt. When the Corporation exercises its right to use a seal, the Secretary shall see that the seal is embossed upon all documents authorized to be executed under seal in accordance with these Bylaws.

(C)   Maintain, in the Corporate Record Book, a record of all Members of the Corporation, together with their current telephone, mail and email addresses.

(D)  In general, perform all duties incident to the office of Recording Secretary, and such other duties as from time to time may be required by Article Six of these Bylaws, by these Bylaws generally, by the President, by the Board of Directors, or by law.

 

2. Corresponding Secretary

(A)  The role of the Corresponding Secretary shall consist of keeping members updated of the Corporation’s events, projects, and other areas of interest. 

4.08 TREASURER

The Treasurer shall:

(A)  Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all funds in the name of the Corporation in those banks, trust companies, or other depositories as the Board of Directors select.

(B)   Receive, and give receipt for, monies due and payable to the Corporation.

(C)   Disburse or cause to be disbursed the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for those disbursements.

(D)  In general, perform all the duties incident to the office of the Treasurer, and such other duties as from time to time may be assigned to the Treasurer by Article Six of these Bylaws, by these Bylaws generally, by the President, by the Board of Directors, or by law.

(E)    Provide notice to Members at monthly meetings of any and all deposits and/or disbursements and provide overall Treasurer’s fund balance at the same.  Provide an annual Treasurer’s Report (within the first quarter of the new calendar for the reporting period of the previous year) detailing the transactions for the previous 12 months including bank statement copies. 

(F)      Complete any required IRS Reporting and make documentation available to the President and Recording Secretary.

(G)     Submit to periodic reviews as directed by the President. A financial audit will be conducted on an annual basis and shall be comprised of 3 members appointed by the President. The audit shall be scheduled by the end of the first quarter of the previous fiscal calendar.   

(H)   An Assistant Treasurer maybe appointed by the Board of Directors if deemed necessary.

ARTICLE FIVE—AUTHORITY TO EXECUTE INSTRUMENTS

 

5.01      NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION

These Bylaws provide certain authority for the execution of instruments. The Board of Directors, except as otherwise provided in these Bylaws, may additionally authorize any officer(s) or agent(s), to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless expressly authorized by these Bylaws or the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement nor to pledge its credit nor to render it liable pecuniarily for any purpose or in any amount.

5.02      EXECUTION OF CERTAIN INSTRUMENTS

Formal contracts, promissory notes, deeds, deeds of trust, mortgages, pledges, and other evidences of indebtedness of the Corporation, other corporate documents, and certificates of ownership of liquid assets held by the Corporation shall be signed or endorsed by the President, Vice President, and by the Recording Secretary or the Treasurer, unless otherwise specifically determined by the Board of Directors or otherwise required by law.

ARTICLE SIX—CORPORATE RECORDS AND ADMINISTRATION

6.01      MINUTES OF CORPORATE MEETINGS

The Corporation shall keep at the principal office, or such other place as the Board of Directors may order, a Corporate Record Book containing minutes of all meetings of the Corporation's Members, Directors, and committees. The minutes shall show the time and place of each meeting, whether the meeting was regular or special, a copy of the notice given or written waiver thereof, and if it is a special meeting, how the meeting was authorized. The minutes of all meetings shall further show the proceeding and the names of those present. Minutes of Member meetings shall also show the number of voters present or-represented.

6.02      BOOKS OF ACCOUNT AND ANNUAL REPORTS

The Corporation shall maintain current true and accurate financial records with full and correct entries made with respect to all financial transactions, including all income and expenditures, in accordance with generally accepted accounting practices. Based on these records, the Treasurer shall annually prepare a report of the Corporation's financial activity for the preceding year for Board of Directors and Membership review. 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, expenses, and changes in fund balances, a statement of functional expenses, and balance sheets for all funds. All records, books, and annual reports of the financial activity of the Corporation shall be kept at its principal office for at least three years after the closing of each fiscal year and shall be available to the public for inspection. The Corporation may charge for the reasonable expense of preparing a copy of a record or report.

6.03   MEMBERSHIP REGISTER

The Corporation shall keep, at the principal office, a membership register showing the names of the Members, their addresses, the date they became a Member, and the date any former Member's membership terminated. The above-specified information may be kept on an information storage device, such as electronic data processing equipment, provided that the equipment is capable of reproducing the information in clearly legible form for the purposes of inspection by any Member, Director, officer, or agent of the Corporation, at an agreed upon time.

6.04   CORPORATE SEAL

The Board of Directors may at any time adopt, prescribe the use of, or discontinue the use of, such corporate seal as it deems desirable, and the appropriate officers shall cause such seal to be affixed to such documents as the Board of Directors may direct. The seal will be authorized for official use only.

6.05      FISCAL YEAR

The fiscal year of the Corporation as determined by the Board of Directors and approved by the Internal Revenue Service 1 January – 31 December. The Treasurer shall forthwith arrange a consultation with the Corporation's tax advisers to determine whether the Corporation is to have a fiscal year other than the calendar year. If so, the Treasurer shall file an election with the Internal Revenue Service as early as possible, and all correspondence with the IRS, including the application for the Corporation's Employer Identification Number, shall reflect such non-calendar year election.

6.06   MANAGEMENT OF FUNDS

All institutional and endowment funds shall be handled pursuant to the Uniform Management of Institutional Funds Act. (Texas Property Code Sections 163.001 et seq.)

6.07      LOANS TO OFFICERS AND DIRECUORS

The Corporation shall not loan money to any of its Directors or Members.

6.08      WAIVER OF NOTICE AND CONSENT TO ACTION

Meetings provided for in these Bylaws shall not be invalid for lack of notice if all persons entitled to notice either waive notice or consent to the meeting, in writing, or are present and do not object to the notice given. Waiver or consent may be given either before or after the meeting.

Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person 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.

ARTICLE SEVEN—DUES

 

7.01   ANNUAL DUES

The Board of Directors may determine from time to time the amount of initiation fee, if any, and the annual dues payable to the Corporation by each class of Members.

7.02    PAYMENT OF DUES

Annual dues shall be payable 1 January for the period 1 January – 31 December.  Dues of a new Member may be prorated from the first day of the month in which dues are paid and for the remainder of the fiscal year of the Corporation.

7.03    DEFAULT AND TERMINATION OF MEMBERSHIP

 

When any Member shall be in default in the payment of dues, as determined by the Board of Directors, his or her membership may be terminated.