4 March 2017
14-16 Oct 2016
7-11 Aug 2017
BYLAWS OF THE VEXILLOLOGICAL ASSOCIATION OF THE STATE OF TEXAS
These Bylaws govern the affairs of the Vexillological Association of the State of Texas, a nonprofit corporation.
ARTICLE 1 GENERAL
1.01. Definitions As used in these Bylaws:
(1) “Articles of Incorporation” means the document filed by the Association on March 8, 2000, as amended.
(2) “Association” means the Vexillological Association of the State of Texas, Texas charter number 01573056, Internal Revenue Service employer identification number 76-0637193.
(3) “Board” means the Associationís Board of Directors.
(4) “Code” means the Texas Business Organizations Code, as amended.
1.02. Status The Association is a Texas nonprofit corporation organized under, and subject to, the provisions of the Code.
1.03. Purposes and Restrictions and Requirements The Association shall have those purposes and restrictions and requirements stated in articles 4 and 6 of the Articles of Incorporation.
1.04. Relationship with FIAV The Association may be a member of the Fédération internationale des associations vexillologiques.
ARTICLE 2 ASSOCIATION SYMBOLS AND HONORS
2.01. Seal The Board shall provide a corporate seal. The membership shall determine the design of the corporate seal. The corporate seal shall be kept by the secretary/treasurer and used only as directed by the Board.
2.02. Flags The Board shall provide an association flag. The membership shall determine the design of the association flag. The Board may adopt flags for officeholders as it deems appropriate.
2.03. Fellows The Board may elect as a Fellow of the Association any member who has demonstrated a special aptitude for vexillological scholarship through distinguished published works or other exemplary scholarly activity, or rendered exceptional service to the Association in the advancement of vexillology. The position of Fellow is an honorary position of the Association and does not confer any substantive right or privilege within the Association. The Board may not elect more than two members as Fellows in any calendar year.
ARTICLE 3 OFFICES
3.01. Principal Office The Association's principal office in Texas shall be located at 504 Branard Street, Houston, Texas 77006-5018. The Association may have such other offices, in Texas or elsewhere, as the Board may determine. The Board may change the location of any office of the Association.
3.02. Registered Office and Registered Agent The Association shall maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Association's principal office in Texas. The Board may change the registered office and the registered agent as permitted under the Code.
ARTICLE 4 MEMBERS
4.01. Classes of Members The Association shall have one class of members.
4.02. Admitting Members and Renewing Membership Natural persons who are interested in vexillology and subscribe to these Bylaws may be admitted to membership in the Association by the Board. An affirmative vote of the majority of directors present and voting is required for admitting any applicant who meets the membership qualifications then in effect. The Board may delegate the authority to admit members to the secretary/treasurer. A member may renew membership by paying all required fees and dues.
4.03. Membership Fees and Dues The Board shall set and change the amount of an initiation fee, if any, and the annual dues payable by members. The Board may establish discounted membership dues for students and persons residing at the same address. Annual dues are payable in advance, i.e., before January 1.
4.04. Automatic revocation Membership shall be automatically revoked for nonpayment of dues. Such revocation shall be effective on February 1 of the calendar year for which dues have not been paid. The secretary/treasurer shall notify all members who have not paid their dues that their membership is subject to revocation. Failure to give notice under this section shall not prevent automatic revocation of membership. A person whose membership has been revoked may be reinstated by payment of current dues, provided that the lapse in membership is not longer than six months. Such reinstatement shall be effective on the date payment is received by the secretary/treasurer.
4.05. Certificates of Membership The Board may issue certificates demonstrating membership in the Association.
4.06. Voting Rights Each member is entitled to one vote on each matter submitted to a vote of the members.
4.07. Resolving Disputes In any dispute between members relating to the Association's activities, all parties involved shall cooperate in good faith to resolve the dispute. If the parties cannot resolve a dispute among themselves, they shall cooperate to select one or more mediators to help resolve it. If no timely resolution of the dispute occurs through mediation, any party may demand binding arbitration as described in Texas Civil Practice and Remedies Code chapter 171 only if the parties have first met together with a mediator. This section does not apply to a dispute involving the Association as a party relating to the sanctioning, suspending, or expelling a member from the Association. The Board has discretion to authorize using corporate funds for mediating or arbitrating a dispute described in this section. This section does not limit the chair of any meeting from performing the chair's duties under section 15.07.
4.08. Sanctioning, Suspending, or Expelling Members The Board may impose reasonable sanctions on a member, or suspend or expel a member from the Association, for good cause after a hearing. Good cause includes, but is not limited to, a material and serious violation of the Code or the Association's Articles of Incorporation or Bylaws. The Board may not take any action against a member without giving the member adequate notice and an opportunity to be heard. To be deemed adequate, notice must be in writing and delivered at least thirty days before the hearing. If mailed, the notice shall be sent by certified mail, return receipt requested. A member may be represented by an attorney at and before the hearing. The Board may impose sanctions, suspend a member, or expel a member by vote of a majority of directors. A member who is sanctioned, suspended, or expelled may appeal the Board's action at the next meeting of members, but the Board's action shall remain in effect until the appeal is finally determined.
4.09. Resignation Any member may resign from the Association by submitting a written resignation to the secretary/treasurer. The resignation need not be accepted by the Association to be effective. A member's resignation does not relieve him or her of any obligations to pay any dues, assessments, or other charges that had accrued and were unpaid before the effective date of the resignation.
4.10. Reinstatement A former member may submit a written request for reinstatement of membership. The Board may reinstate membership on any reasonable terms that the Board deems appropriate.
4.11. Transferring Membership Membership in the Association is not transferable or assignable. Membership terminates when the Association dissolves or a member dies. Membership is not a property right that may be transferred after a member dies.
4.12. Waiving Interest in Corporate Property The Association owns all real and personal property, including all improvements located on any property acquired by the Association. A member has no interest in specific property of the Association. Each member waives the right to require partition of all or part of the Association's property.
ARTICLE 5 MEETINGS OF MEMBERS
5.01. Annual Meeting The Board shall hold an annual members' meeting at two o'clock p.m. on (1) the Saturday on or following Texas Independence Day, March 2 or (2) at another time that the Board designates. At the annual meeting, the members shall elect directors and transact any other business that may come before the meeting. If, in any year, the election of directors is not held on the day designated for the annual meeting, or by the time the annual meeting is adjourned, the Board shall call a special meeting of the members, as soon as possible, to elect directors.
5.02. Special Meetings Special meetings of the members may be called by the president, the Board, or not less than one-fourth of the voting members.
5.03. Place of Meeting An annual or special meeting shall be held at any place inside Texas. The party calling the meeting shall designate the place of the meeting. If no place is designated for the meeting, the meeting shall be held at the Association's registered office in Texas.
5.04. Notice of Meetings Written or printed notice of any members' meeting, including the annual meeting, shall be delivered to each member entitled to vote at the meeting not less than ten–nor more than sixty–days before the date of the meeting. The record date for determining the members entitled to notice of any meeting of members shall be sixty days before the meeting. After fixing the record date, the secretary/treasurer shall prepare an alphabetical list of all members entitled to notice of any meeting of members, including the members' addresses. Notice shall be given by or at the direction of the president or secretary/treasurer, or the officers or persons calling the meeting. If all of the members meet and consent to holding a meeting, any corporate action may be taken at the meeting regardless of lack of proper notice.
5.05. Eligibility to Vote at Members' Meetings A member in good standing is entitled to vote at a meeting of the members of the Association. A member in good standing is one who has paid all required fees and dues and is not suspended as of the date of the meeting. The record date for determining the members entitled to vote at any meeting of members shall be ten days before the meeting. After a record date is fixed, the secretary/treasurer shall prepare an alphabetical list of members entitled to vote, and this list shall be available for inspection at the principal office of the Association until the meeting is held. Any member entitled to vote at the meeting is entitled to access to the list for the purpose of communicating with other members. The member or member's agent or attorney may make the inspection on written demand and copy the list at a reasonable time and at the member's expense.
5.06. Quorum Members holding one-tenth of the votes that may be cast at a meeting who attend the meeting in person shall constitute a quorum at a meeting of members. The members present at a duly called or held meeting at which a quorum is present may continue to transact business, even if enough members leave so that less than a quorum remains. However, no action shall be approved without the vote of at least a majority of the number of members required for a quorum. If a quorum is not present at any time during a meeting, a majority of the members who are present may adjourn and reconvene the meeting once without further notice.
5.07. Actions of Membership The membership shall try to act by consensus. However, if a consensus is not available on a matter or proposal, the vote of a majority of voting members in good standing, present and entitled to vote at a meeting at which a quorum is present, is enough to constitute the act of the membership unless the Code, other law, the Articles of Incorporation, or the Bylaws requires a greater number. Voting shall be by voice, except that any election of directors shall be by secret ballot if demanded by any voting member at the meeting before the voting begins.
5.08. Proxies A member entitled to vote at a meeting of members of the Association may not vote by proxy.
5.09. Voting by Mail The Board may authorize members to vote by mail on the election of directors or any other matter on which the members may vote.
ARTICLE 6 BOARD OF DIRECTORS
6.01. Management of Association Pursuant to article 9 of the Articles of Incorporation, the Association shall be managed by the Board and such committees of the Board that the Board may, from time to time, establish.
6.02. Number, Qualifications, and Tenure of Directors The number of directors shall be three. Directors must be Texas residents. Directors shall be members of the Association. Each director shall serve for a term of one year.
6.03. Nominating Directors At any meeting at which the election of a director is held, a voting member in good standing may nominate a person with the second of any other voting member in good standing. In addition to nominations made at meetings, a nominating committee appointed by the Board shall consider possible nominees and make nominations for each election of directors. The secretary/treasurer shall include the names nominated by that committee, and any report of the committee, with the notice of the meeting at which the election occurs.
6.04. Electing Directors A person who meets the qualifications for director and who has been duly nominated may be elected as a director. Directors shall be elected by the vote of the membership. Each director shall hold office until a successor is elected and qualifies or the director resigns. A director may be elected to succeed himself or herself as director. Directors shall be elected at the annual meeting of the members. Pursuant to article 9(B) of the Articles of Incorporation, members may not cumulate their votes in the election of directors.
6.05. Vacancies The Board shall fill any vacancy in the Board. A vacancy is filled by the affirmative vote of a majority of the remaining directors, even if it is less than a quorum of the Board, or if it is a sole remaining director. A director selected to fill a vacancy shall serve for the unexpired term of his or her predecessor in office.
6.06. Annual Meeting The annual meeting of the Board may be held without notice other than these Bylaws. The annual Board meeting shall be held immediately after, and at the same place as, the annual members' meeting.
6.07. Regular Meetings The Board may provide for regular meetings by resolution stating the time and place of such meetings. The meetings may be held inside or outside of Texas, and shall be held at the Association's registered office in Texas if the resolution does not specify the location of the meetings. No notice of regular Board meetings is required other than a Board resolution stating the time and place of the meetings.
6.08. Special Meetings Special Board meetings may be called by, or at the request of, the president or any two directors. A person or persons authorized to call special meetings of the Board shall fix any place within Texas as the place for holding a special meeting. The person or persons calling a special meeting shall inform the secretary/treasurer of the information to be included in the notice of the meeting. The secretary/treasurer shall give notice to the directors as these Bylaws require.
6.09. Notice Written or printed notice of any special meeting of the Board shall be delivered to each director not less than seven, nor more than thirty days before the date of the meeting. The notice shall state the place, day, and time of the meeting; who called it; and the purpose or purposes for which it is called.
6.10. Quorum A majority of the number of directors then in office constitutes a quorum for transacting business at any Board meeting. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action shall be approved without the vote of at least a majority of the number of directors required for a quorum. If a quorum is never present at any time during a meeting, a majority of the directors present may adjourn and reconvene the meeting once without further notice.
6.11. Duties of Directors Directors shall discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the Association's best interest. In this context, the term "ordinary care" means the care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In discharging any duty imposed or power conferred on directors, directors may, in good faith, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Association or another person that has been prepared or presented by a variety of persons, including officers and employees of the Association, professional advisors or experts such as accountants or attorneys. A director is not relying in good faith if he or she has knowledge concerning a matter in question that renders reliance unwarranted. Directors are not deemed to have the duties of trustees of a trust with respect to the Association or with respect to any property held or administered by the Association, including property that may be subject to restrictions imposed by the donor or transferor of the property.
6.12. Duty to Avoid Improper Distributions Directors who vote for or assent to improper distributions are jointly and severally liable to the Association for the value of improperly distributed assets, to the extent that, as a result of the improper distribution or distributions, the Association lacks sufficient assets to pay its debts, obligations, and liabilities. Any distribution made when the Association is insolvent, other than in payment of corporate debts, or any distribution that would render the Association insolvent, is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for payment and discharge of all known debts, obligations, and liabilities is also improper. Directors present at a Board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the secretary/treasurer before adjournment of the meeting in question or mailed to the secretary/treasurer by certified mail immediately after adjournment. A director is not liable if, in voting for or assenting to a distribution, the director (1) relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the Association; attorneys, public accountants, or other persons as to matters the director reasonably believes are within the persons' professional or expert competence; or a committee of the Board of which the director is not a member; (2) while acting in good faith and with ordinary care, considers the Association's assets to be at least that of their book value; or (3) in determining whether the Association made adequate provision for paying, satisfying, or discharging all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, directors are protected from liability if, in exercising ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the Association. Directors held liable for improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person.
6.13. Delegating Duties Directors may select advisors and delegate duties and responsibilities to them, such as the full power to buy or otherwise acquire stocks, bonds, securities, and other investments on the Association's behalf; and to sell, transfer, or otherwise dispose of the Association's assets and properties at a time and for a consideration that the advisor deems appropriate. The directors have no liability for actions taken or omitted by the advisor if the Board acts in good faith and with ordinary care in selecting the advisor. The Board may remove or replace the advisor at any time and without any cause whatsoever.
6.14. Interested Directors Contracts or transactions between directors, officers, or members who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the director, officer, or member is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party's votes are counted for the purpose. However, every director with any personal interest in the transaction must disclose all material facts concerning the transaction, including all potential personal benefit and potential conflicts of interest, to the other members of the Board or other group authorizing the transaction. The transaction must be approved by a majority of the uninterested directors or other group with the authority to authorize the transaction.
6.15. Actions of Board of Directors The Board shall try to act by consensus. However, if a consensus is not available, the vote of a majority of directors present and voting at a meeting at which a quorum is present is enough to constitute the act of the Board, unless the act of a greater number is required by the Code, other law, the Articles of Incorporation, or the Bylaws. A director who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the Board's decision.
6.16. Proxies A director shall not vote by proxy.
6.17. Compensation Directors shall not receive salaries for their services. The members may adopt a resolution providing for paying directors a fixed sum and expenses of attendance, if any, for attending each Board meeting. A director may serve the Association in any other capacity and receive compensation for those services. Any compensation that the Association pays to a director shall be reasonable and commensurate with the services performed.
6.18. Removing Directors The members may vote to remove a director at any time, only for good cause. Good cause for removal of a director includes the unexcused failure to attend three consecutive Board meetings. A meeting to consider removing a director shall be called and notice given following the procedures provided in these Bylaws for a special meeting of the members of the Association. The notice of the meeting shall state that the issue of possibly removing the director shall be on the agenda and the notice shall state the proposed cause of removal. At the meeting, the director may present evidence of why he or she should not be removed and may be represented by an attorney at and before the meeting. Also, at the meeting, the Association shall consider possible arrangements for resolving the problems that are in the mutual interest of the Association and the director. A director may be removed by the affirmative vote of a majority of the members.
ARTICLE 7 OFFICERS
7.01. Officer Positions The Association's officers are a president, a vice president, and a secretary/treasurer.
7.02. Appointment and Term of Office The Association's officers shall be appointed annually by the Board at the annual Board meeting. The Board shall appoint directors to be officers. If officers are not appointed at this time, they shall be appointed as soon thereafter as possible. Each officer shall hold office until a successor is duly selected and qualifies. An officer may be appointed to succeed himself or herself in the same office.
7.03. Removal Any officer elected or appointed by the Board may be removed by the membership only with good cause. Removing an officer shall be without prejudice to the officer's contractual rights, if any.
7.04. Vacancies The Board shall select a director to fill a vacancy in any office for the unexpired portion of the officer's term.
7.05. President The president is the Association's chief executive officer. He or she shall supervise and control all of the Association's business and affairs and shall preside at all meetings of the members and of the Board. The president shall execute any deeds, mortgages, bonds, contracts, or other instruments that the Board authorizes to be executed. However, the president shall not execute instruments on the Association's behalf if this power is expressly delegated to another officer or agent of the Association by the Board, the Code, other law, the Articles of Incorporation, or the Bylaws. The president shall perform other duties prescribed by the Board and all duties incident to the office of president.
7.06. Vice President When the president is absent, cannot act, or refuses to act, the vice president shall perform the president's duties. When acting in the president's place, the vice president has all the powers of—and is subject to all the restrictions on—the president. The vice president shall perform other duties as assigned by the president or Board.
7.07. Secretary/Treasurer The secretary/treasurer shall: (1) Give all notices as provided in the Bylaws or as required by law; (2) take minutes of the meetings of the members and the Board and keep the minutes as part of the corporate records; (3) maintain custody of the corporate records and seal; (4) affix the corporate seal to all documents as authorized; (5) keep a register of the mailing address of each member, director, officer, and employee of the Association; (6) have charge and custody of–and be responsible for–all the Association's funds and securities; (7) receive and give receipts for moneys due and payable to the Association from any source; (8) deposit all moneys in the Association's name in banks, trust companies, or other depositories as they Bylaws provide or as the Board or president directs; (9) write checks and disburse funds to discharge the Association's obligations–however, funds shall not be drawn from the Association or its accounts for amounts greater than $100.00 without the signature of the president or the vice president in addition to that of the secretary/treasurer; (10) maintain the Association's financial books and records; (11) prepare financial reports at least annually; (12) perform other duties as assigned by the president or the Board; (13) if the Board requires, give a bond for faithfully discharging his or her duties in a sum and with a surety as determined by the Board; and (14) perform all of the duties incident to the office of secretary/treasurer.
ARTICLE 8 COMMITTEES
8.01. Establishing Committees The Board may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. If the Board delegates any of its management authority to a committee, the majority of the committee shall consist of directors. The Board may also delegate to the president its power to appoint and remove members of a committee that has not been delegated any management authority of the Board. The Board may establish qualifications for membership on a committee in addition to the requirement that a committee member must be a member of the Association. Establishing a committee or delegating authority to it does not relieve the Board, or any individual director, of any responsibility imposed by these Bylaws or otherwise imposed by law. No committee has the authority of the Board to: (1) Authorize the sale, lease, exchange, or mortgage of all or substantially all of the Association's property and assets; (2) elect, appoint, or remove a member of a committee or an officer; (3) approve any transaction to which the Association is a party and that involves a potential conflict of interest as defined in section 9.04, below; (4) take any action outside the scope of authority delegated to it by the Board; or (5) take final action on a matter requiring membership approval.
8.02. Authorization of Specific Committees The following committees are authorized: membership, nominating, program, and publications. The Board shall define the activities and scope of authority of each committee by resolution.
8.03. Term of Office Each committee member shall continue to serve on the committee until the next annual members' meeting and until a successor is appointed. However, a committee member's term shall terminate earlier if the committee is terminated, or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee shall be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy on a committee shall serve for the unexpired portion of the terminated committee member's term.
8.04. Chair One member of each committee shall be designated as the committee chair, and another member of each committee shall be designated as the committee vice-chair. The chair and vice-chair shall be appointed by the president. The chair shall call and preside at all meetings of the committee. When the chair is absent, cannot act, or refused to act, the vice-chair shall perform the chair's duties. When a vice-chair acts for the chair, the vice-chair has all the powers of and is subject to all the restrictions on the chair.
8.05. Actions of Committees Committees shall try to take action by consensus. However, if a consensus is not available, the vote of a majority of committee members present and voting at a meeting at which a quorum is present is enough to constitute the act of the committee unless the act of a greater number is required by the Code, other law, the Articles of Incorporation, or the Bylaws. A committee member who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the act of the committee.
8.06. Proxies A committee member shall not vote by proxy.
8.07. Compensation Committee members shall not receive salaries for their services. The Board may adopt a resolution providing for paying committee members a fixed sum and expenses of attendance, if any, for attending each meeting of the committee. A committee member may serve the Association in any other capacity and receive compensation for those services. Any compensation that the Association pays to a committee member shall be reasonable and commensurate with the services performed.
ARTICLE 9 TRANSACTIONS OF CORPORATION
9.01. Contracts The Board may authorize any officer or agent of the Association to enter into a contract or execute and deliver any instrument in the name of, and on behalf of, the Association. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments.
9.02. Deposits All the Association's funds shall be deposited to the credit of the Association in banks, trust companies, or other depositories that the Board selects. This provision does not apply if the Association's total funds are less than $1,000.00.
9.03. Gifts The Board may accept, on the Association's behalf, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association. The Board may make gifts and give charitable contributions not prohibited by the Code, other law, the Articles of Incorporation, the Bylaws, and provisions set out in federal tax law that must be complied with to maintain the Association's federal and state tax status.
9.04. Potential Conflicts of Interest The Association shall not make any loan to a director or officer. A member, director, officer, or committee member may lend money toCand otherwise transact business withCthe Association except as otherwise provided by the Code, other law, the Articles of Incorporation, and the Bylaws. Such a person transacting business with the Association has the same rights and obligations relating to those matters as other persons transacting business with the Association. The Association shall not borrow money fromCor otherwise transact business withCa member, director, officer, or committee member unless the transaction is described fully in a legally binding instrument and is in the Association's best interests. The Association shall not borrow money fromCor otherwise transact business withCa member, director, officer, or committee member without full disclosure of all relevant facts and without the Board's or the members' approval, not including the vote of any person having a personal interest in the transaction.
9.05. Prohibited Acts As long as the Association exists, and except with the Board's or the members' prior approval, no member, director, officer, or committee member of the Association shall: (1) Do any act in violation of these Bylaws or a binding obligation of the Association; (2) do any act with the intention of harming the Association or any of its operations; (3) do any act that would make it impossible or unnecessarily difficult to carry on the Association's intended or ordinary business; (4) receive an improper personal benefit from the operation of the Association; (5) use the Association's assets, directly or indirectly, for any purpose other than carrying on the Association's business; (6) wrongfully transfer or dispose of Association property, including intangible property such as good will; or (7) use the Association's name (or any substantially similar name) or any trademark or trade name adopted by the Association, or the Association's seal or flags, except on behalf of the Association in the ordinary course of its business.
ARTICLE 10 BOOKS AND RECORDS
10.01. Required Books and Records The Association shall keep correct and complete books and records of account. The books and records include: (1) A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Association, including but not limited to the Articles of Incorporation, and any Articles of Amendment, restated Articles, Articles of Merger, Articles of Consolidation, and statement of change of registered office or registered agent; (2) a copy of all Bylaws and any amended versions or amendments to them; (3) minutes of the proceedings of the members, Board, and committees having any of the authority of the Board; (4) a list of the names and addresses of the members, directors, officers, and any committee members; (5) a financial statement showing the Association's asset, liabilities, and net worth at the end of the three most recent fiscal years; (6) a financial statement showing the Association's income and expenses for the three most recent fiscal years; (7) all rulings, letters, and other documents relating to the Association's federal, state, and local tax status; and (8) the Association's federal, state, and local tax information or income-tax returns for each of the Association's three most recent tax years.
10.02. Inspection and Copying Any member, director, officer, or committee member of the Association may inspect and receive copies of all the corporate books and records required to be kept under the Bylaws. Such a person may, by written request, inspect or receive copies if he or she has a proper purpose related to his or her interest in the Association. He or she may do so through his or her attorney or other duly authorized representative. The inspection shall take place at a reasonable time, no later than five business days after the Association receives a proper written request. The Board shall establish reasonable copying fees, which may cover the cost of materials and labor, but shall not exceed ten cents per page. The Association shall provide requested copies of books or records no later than five business days after receiving a proper written request.
10.03. Audits Any member may have an audit conducted of the Association's books. That member bears the expense of the audit unless the Board or members vote to authorize payment of audit expenses. The member requesting the audit may select the accounting firm to conduct it. A member shall not exercise these rights so as to subject the Association to an audit more than once in any fiscal year.
ARTICLE 11 FISCAL YEAR
11.01. Fiscal Year The Association's fiscal year begins on January 1 and ends on December 31 of each year.
ARTICLE 12 NOTICES
12.01. Notices Any notice required or permitted by these Bylaws to be given to a member, director, or officer may be given in person, by postal mail, by facsimile, or by electronic message. If given by a method other than personal service, a notice is deemed delivered when delivered in accordance with Section 6.051(b) of the Code. A person may change the person’s address in the Association’s records by giving written notice of the change to the secretary/treasurer.
12.02. Signed Waiver of Notice Whenever any notice is required by the Code, other law, the Articles of Incorporation, or the Bylaws, a written waiver signed by the person entitled to receive such notice is considered the equivalent to giving the required notice. A waiver of notice is effective whether signed before or after the time stated in the notice being waived.
12.03. Waiving Notice by Attendance A person's attendance at a meeting constitutes wavier of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
ARTICLE 13 SPECIAL PROCEDURES CONCERNING MEETINGS
13.01. Meeting by Telephone or Other Remote Communications Technology The members, Board, and any committee may hold a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. In addition, a meeting may be held by means of another suitable electronic communications system, including video conferencing technology or the Internet, only if (1) each person entitled to participate in the meeting consents to the meeting being held by means of that system and (2) the system provides access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant. In all meetings held by use of such technology, the notice of the meeting must state the fact that the meeting shall be held by telephone or another suitable electronic communications system, as well as all other matters required to be included in the notice. A person's participation in a such a meeting constitutes his or her presence at the meeting, except when the person participates in the 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.
13.02. Decision Without Meeting Any decision required or permitted to be made at a meeting of the members, Board, or any committee may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by all the persons entitled to vote on the matter. The original signed consents shall be placed in the Association's minutes and kept with the corporate records. Furthermore, action may be taken without a meeting by written consent in accordance with article 13 of the Articles of Incorporation.
ARTICLE 14 ADOPTION AND AMENDMENT OF BYLAWS
14.01. Amendment of Bylaws These Bylaws shall be amended, or repealed and new Bylaws adopted, only by the membership. The notice of any meeting at which these Bylaws are to be amended, or to be repealed and new Bylaws adopted, shall include the text of the proposed amendments or new Bylaws as well as the text of any existing provisions proposed to be amended or repealed. At the meeting, the membership shall vote on the proposed amendments or new Bylaws as they were submitted with the meeting notice, and no amendment to the proposed amendments or new Bylaws shall be allowed. In addition, the membership shall not vote on any amendments or new Bylaws that were not submitted with the meeting notice.
ARTICLE 15 MISCELLANEOUS PROVISIONS
15.01. Legal Authorities Governing Construction of Bylaws These Bylaws shall be construed under Texas law. All references in these Bylaws to statutes, regulations, or other sources of legal authority refer to the authorities cited, or their successors, as they may be amended from time to time.
15.02. Legal Construction To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations. If any bylaw provision is held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceabilty shall not affect any other provision, and the Bylaws shall be construed as if it had not included the invalid, illegal, or unenforceable provision.
15.03. Headings The headings used in the Bylaws are for convenience and shall not be considered in construing the Bylaws.
15.04. Number All singular words include the plural, and all plural words include the singular.
15.05. Power of Attorney A person may execute any instrument related to the Association by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary/treasurer to be kept with the corporate records.
15.06. Parties Bound The Bylaws shall bind and inure to the benefit of the members, directors, officers, committee members, employees, and agents of the Association and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as the Bylaws otherwise provide.
15.07. Parliamentary authority All annual or special meetings shall be conducted according to the current edition of Robert’s Rules of Order Newly Revised, to the extent that it does not conflict with the Code, other law, the Articles of Incorporation, and these Bylaws.
Adopted by the Board of Directors: April 19, 2000.
Amended by the Members: March 3, 2012; March 7, 2015.