Bylaws

SECOND AMENDED AND RESTATED BYLAWS

OF

TURANT – TURKISH AMERICAN FEDERATION OF NORTH TEXAS, INC.

 

  • ARTICLE I – NAME, PURPOSE AND OFFICES
  • ARTICLE II – MEMBERS
  • ARTICLE III – BOARD OF DIRECTORS
  • ARTICLE IV – BOARD OF TRUSTEES
  • ARTICLE V  – MEETINGS OF THE MEMBERS
  • ARTICLE VI – NOTICES
  • ARTICLE VII  – COMMITTEES
  • ARTICLE VIII – OFFICERS OF THE CORPORATION
  • ARTICLE IX – MISCELLANEOUS
  • ARTICLE X – DISSOLUTION
  • ARTICLE XI – INDEMNIFICATION
  • ARTICLE XII – AMENDMENTS
  • ARTICLE XIII – EFFECTIVE DATE

 

ARTICLE I – NAME, PURPOSE AND OFFICES

Section 1.         Name. The name of this corporation is TURANT – Turkish American Federation of North Texas, Inc. (herein after referred to as the Corporation).

Section 2.         Purpose. The Corporation is a noncommercial, nonsectarian, nonpartisan Corporation organized and operated exclusively for the purpose of increasing, improving, and promoting public knowledge and understanding of the Turkish culture, history and people; to foster friendship and communication among the Turkish American Communities; to promote the exchange of the arts, culture, music and cuisine of the U.S. and Turkey; to provide humanitarian assistance; and to educate and inform the members of the Corporation and the general public. The Corporation is a non-profit public benefit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any subsequent United States Internal Revenue Law), and as stipulated in the Articles of Incorporation. Notwithstanding any other provision of these articles, the Corporation shall not carry on any activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 3.         Offices. The Corporation may have, in addition to its registered office, offices at such places, as the Board of Directors may from time to time determine and as the activities of the Corporation may require.

 

ARTICLE II – MEMBERS

Section 1.         Eligible Member. Any Texas resident eighteen years of age or older who believes in and supports the mission of the Corporation, regardless of race, color, national origin, religion, ancestry, gender, sexual orientation is eligible to apply for membership. If requested by the Board of Directors, the membership applicant shall provide proof of residency in a form reasonably acceptable to the Board of Directors.

Section 2.         Membership Dues. Annual dues for each class of membership shall be proposed and approved by the Board of Directors. For exiting members seeking to renew, membership dues for each coming year are due and payable between October 1 and December 31 of the preceding year. For new members, membership dues are due and payable along with the Membership Application. As an exemption for 2018 election, last day for the membership due is the election day (May 6th, 2018).

Section 3.         Active Members. All new applicants for membership must complete and submit an Application of Membership (the “Membership Application”) in the form adopted by the Board of Directors and approved by the Board of Trustees along with payment of the annual membership dues. Unless the Board of Directors notifies the applicant in writing within thirty (30) days of its receipt of the completed Membership Application and requisite dues that the Membership Application is denied, the Membership Application is deemed approved and the applicant shall be deemed an “Active Member” effective as of the date the Membership Application and dues were received by the Corporation. The membership term shall begin on January 1 (or upon receipt and approval of the Membership Application and membership dues) and end on December 31 of each year. Except as otherwise provided herein, Active Members shall have the right to attend general meetings; to vote in the Corporation’s elections and referenda; to serve on activity committees as delegates or alternates when so designated by the Board of Directors; to hold office on the Board of Directors; to receive newsletters and email correspondence from the Corporation; and to enjoy all other rights, privileges, discounts and duties ordinarily granted members as set forth in these Bylaws of by the Board of Directors.

Section 4.         Honorary Members. Active Members may elect to bestow Honorary Membership to one or more persons who are recognized for their outstanding contributions to the Corporation and who are considered to be assets for the Corporation because of social standing or their accomplishments in the community. The Honorary Members shall not pay any dues and shall have the same rights as Active Members with the exception of voting rights. The title shall be conferred for life and shall carry with it none of the obligations of Active Membership. Honorary Members must be nominated by at least ten (10) Active Members shall be voted on at the Annual Meeting of the Active Members.

Section 5.         Nonresident Members. Any person who is not a Texas resident may become a Nonresident Member upon submission of an application and payment of the Membership dues. Nonresident Members shall have the same rights as Active Members with the exception of voting rights. If approved by the Board of Directors, a Nonresident Member may represent the Corporation when necessary at any out of state meetings.

Section 6.         Denial or Loss of Membership. The Board of Directors, by two-thirds (2/3) vote, may deny or revoke any membership for cause. Cause shall be defined to include (a) acts which are contrary or prejudicial to or interfere with the missions of the Corporation as set forth in Article 1, Section 2; (b) failure to complete and submit the required Membership Application and dues; (c) the conviction of a felony, sex offense or crime involving moral turpitude; and (d) any acts or omission in violation of these Bylaws or the Articles of Incorporation. The Board of Directors shall notify the member in writing of any denial or termination of membership and shall specify the reason(s) therefore. Any member whose membership has been denied or terminated by the Board of Directors may appeal such decision to the Board of Trustees by providing written notice of appeal and the basis therefore to the Corporation within fifteen (15) days of the date such notice is given. The decision by the Board of Trustees is final and permanent in this matter.

Section 7.         Membership List. The Membership Coordinator of the Corporation shall maintain a list (the “Membership List”) of all members specifying the class of membership (Active, Honorary, Nonresident), the member’s name, the member’s address and whether the member is eligible to vote.

ARTICLE III – BOARD OF DIRECTORS

Section 1.         Power and Duties. The activities, property (including email lists and other intangible assets) and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by statue or by the Articles of Incorporation or by these Bylaws. The Board of Directors shall be responsible for maintaining Corporation’s books and records in accordance with these Bylaws and the provisions of the Texas Business Organizations Code and for acting upon any proper request for inspection thereof by any member in accordance with these Bylaws and the provisions of the Texas Business Organizations Code.

Section 2.         Number and Qualifications. The Board of Directors shall consist of up to eleven (11) Directors which may be increased or decreased from time to time at the Annual Meeting of the Active Members; provided, that at no time shall the number of Directors be less than five (5) and shall at all times be an odd number. At the time of nomination, election or appointment, each Director must be an Active Member of the Corporation and have been an Active Member of the Corporation for at lease one (1) year at any time prior to the date of the nomination or appointment. With the exception of ordinary governmental benefits (such as social security), a member of the Board of Directors may not derive any income direct or indirect, from any foreign state or representative thereof.

Section 3.         Nominations. A Nominating Committee, appointed in accordance with the provisions of Article VII, shall solicit nominations from Active Members and prepare a slate for election of the new Directors of the Corporation. The Nominating Committee shall present the slate to the Board of Directors not less than seven (7) days prior to the date of the Annual Meeting. Active Members can also make nominations from the floor at the Annual Meeting if the Nominating Committee was unsuccessful in preparing a slate for the election. No Nominations from the floor at the Annual Meeting are permitted if Nominating Committee has prepared a slate for election.

Section 4.         Elections and Term of Office. The Board of Directors may consist of a President, Vice President, Secretary, Treasurer, Membership Coordinator and one or more other directors as authorized hereunder. All members of the Board of Directors shall be elected to serve a two (2) year term or until their successors shall be appointed or elected. So far as is practical, all Directors shall be elected by secret ballot by the Active Members present and with voting rights at the Annual Meeting. If there is only one candidate for an office, a majority of the Active Members present and with voting rights may agree to dispense with the secret ballot process. The nominee with the highest number of votes cast shall be elected and shall immediately assume the duties of the office to which they were elected.

Section 5.         Vacancies. Any vacancy occurring in the Board of Directors resulting from the death, resignation, retirement, disqualification, or removal from office of any Director shall be filled by the affirmative vote of a majority of the then remaining Directors at any meeting thereof. Any Director elected or appointed to fill a vacancy shall hold any office until the next scheduled election or for the term set by the other Directors or until his or her death, resignation, retirement, disqualification or removal from office.

Section 6.         Removal of Directors. Any Director may be removed, with or without cause at any Annual Meeting or special meeting of the Active Members by the affirmative vote of a majority of the Active Members present and with voting rights if written notice of the intention to act upon such matter shall have been given in the notice of such meeting. Notwithstanding the foregoing, any Director who misses three (3) consecutive meetings or a total of four (4) regular meetings during the calendar year, unless such absence is excused by the Board of Directors, may be removed by a 2/3 vote of the Board of Directors as of the immediate subsequent board meeting until and unless the Board of Directors reinstates such director.

Section 7.         Directors’ Compensation. No Director shall receive compensation for his or her services as a Director or as a member of a standing or special committee of the Board of Directors. No dividends shall be paid and no part of the income of the Corporation shall be distributed to its Directors. No loans or grants shall be made by the Corporation to its Directors. Nothing herein contained shall be construed preclude any Director from receiving reimbursement for expenses incurred on behalf of the Corporation in accordance with Section 8 of this Article III.

Section 8.         Reimbursable Expenses. The Directors of the Corporation may from time to time participate in meetings, conferences and other activities on behalf of or representing the Corporation. Board of Directors must receive the approval of Board of Trustees before incurring ant Reimbursable Expense over $100 (one hundred dollars). Board of Trustees must make decision on any Reimbursable Expense Request within 2 (two) weeks of receiving Reimbursement Request with proper receipts and documents attached.

Section 9.         Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee may be taken without meeting if a consent in writing setting forth the action to be taken shall be signed by all of the Directors or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such on any document.

Section 10.       Notice of Meetings. Regular or special meetings of the Board of Directors may be called by the President, any three (3) Directors or Board of Trustees. Notice of regular meetings shall be given by the President or any three (3) Directors at least five (5) days prior to the meeting. Notice of special meetings shall be given by the President, any three (3) Directors or Board of Trustees at any time.

Section 11.       Meeting by Telephone or Other Remote Communications Technology. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Directors or members of any committee established in accordance with the provisions of Article VII may, unless otherwise restricted by law, the Articles of Incorporation, or by these Bylaws, participate in and hold a meeting of such Board of Directors or committee by using conference telephone or similar communications equipment which permits all persons participating in the meeting to hear each other, or by using any other suitable electronic communications system, including video conferencing technology or the Internet (but only if in the case of such other suitable communications systems, each member entitled to participate in the meeting consents to the meeting being held by means of that system, and the system provides access to the meeting in a manner or using a method by which each member participating in the meeting can communicate concurrently with each other participants). Participation in a meeting pursuant to this Section 11 of Article III will constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 12.       Quorum and Manner of Acting. At all meetings of the Board of Directors, the presence of at least half (1/2) or more of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by statue, by the Articles of Incorporation or by these Bylaws. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by statue, by the Articles of Incorporation or by these Bylaws, in which case the act of such greater number, shall be requisite to constitute the act of the Board of Directors. If a quorum shall not be present at any meeting of the Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally convened.

Section 13.       Travel. Any travel for representation of TURANT must be approved by the Board of Trustees before expenses are incurred. Board of Trustees must approve or deny any Travel Request within 2 (two) weeks of receiving Request.

ARTICLE IV – BOARD OF TRUSTEES

Section 1.         Power and Duties. The authority, power and duty of the Board of Trustees shall consist of and be limited to the following:

  1. The Trustees shall review any written appeal submitted under Article II, Section 6 and shall determine whether the appeal was timely and whether the denial or loss of membership should be sustained. The Board of Trustees may act upon the written denial and appeal alone, or it may, but shall not be obligated to, conduct any meeting, interview or investigation that it deems useful in its review process. If the Trustees determine that the Membership Application should be approved or that membership should be reinstated, the member or prospective member shall be immediately granted or restored to the status of Active Member effective as of the date of denial or revocation. The decision of the Board of Trustees is final and binding upon the Corporation as to the current membership year, subject only to the Board of Directors’ right to seek further revocation based on grounds not addressed in the original appeal.
  2. The Board of Trustees shall review the Corporation’s bank statements, expense reports, reimbursement requests, treasurer reports and financial reports quarterly. As such, Board of Directors must provide these reports to Board of Trustees every quarter. The Board of Trustees must approve or disapprove all quarterly reports in writing.
  3. The Board of Trustees shall, when requested, assist the Board of Directors with any fundraising efforts.
  4. The member of the Board of Trustees shall be notified of and may attend and observe meetings of the Board of Directors but shall have no authority to take any action at or otherwise participate in such meetings expect as requested by the Board of Directors.

Section 2.         Number and Qualifications. The Board of Trustees shall consist of three (3) Trustees. At the time of nomination, election or appointment, each Trustee must be an Active Member of the Corporation and have been an Active Member of the Corporation for at least two (2) years, including and at least one (1) year immediately preceding the date of the nomination or appointment. In addition, at the time of nomination or appointment, each Trustee must have previously served at least one term on the Corporation’s Board of Directors, Board of Trustees on advisory board. With the exception of ordinary governmental benefits (such as social security), a member of the Board of Trustees may not derive any income direct or indirect, from any foreign state or representative thereof.

Section 3.         Nominations. A Nominating Committee, appointed in accordance with the provisions of Article VII, shall solicit nominations from Active Members and prepare a slate for election of the new Trustees of the Corporation. The Nominating Committee shall present the slate to the Board of Directors not less than thirty (30) days prior to the date of the Annual Meeting. Active Members can also make nominations from the floor at the Annual Meeting if the Nominating Committee was unsuccessful in preparing a slate for the election. No Nominations from the floor at the Annual Meeting is permitted if Nominating Committee has prepared a slate for election.

Section 4.         Elections and Term of Office. Three (3) Trustees shall be elected. All members of the Board of Trustees shall be elected to serve a three (3) year term or until their successors shall be appointed or elected. So far as is practical, all Trustees shall be elected by secret ballot by the Active Members present and with voting rights at the Annual Meeting. If there is only one candidate for an office, a majority off the Active Members present and with voting rights may agree to dispense with the secret ballot process. The nominees with the highest number of votes cast shall be elected and shall immediately assume the duties of the office to which they were elected. No Trustee shall be elected to serve more than two (2) consecutive terms unless approved by the unanimous vote of the Active Members present and with voting rights at the Annual Meeting.

Section 5.         Vacancies. Any vacancy occurring in the Board of Trustees resulting from the death, resignation, retirement, disqualification, or removal from office of any Trustee shall be filled by affirmative vote of a majority of the Board of Trustees at any meeting thereof for the remaining term.

Section 6.         Removal of Trustees. Any Trustee may be removed, either for or without cause at any Annual Meeting or special meeting of the Active Members by the affirmative vote of a majority of the Active Members present and with voting rights if written notice of the intention to act upon such matter shall have been given in the notice of such meeting. Notwithstanding the foregoing, any Trustee who misses three (3) consecutive meetings or a total of four (4) regular meetings during the calendar year, unless such absence is excused by the Board of Trustees, may be removed by a 2/3 vote of the Board of Trustees as of the immediate subsequent Trustee meeting until and unless the Board of Trustees reinstates such trustee.

Section 7.         Trustees’ Compensation. No Trustee shall receive compensation for his or her services as a Trustee. No dividends shall be paid and no part of the income of the Corporation shall be distributed to its Trustees. No loans or grants shall be made by the Corporation to its Trustees. Nothing herein contained shall be construed to preclude any Trustee from receiving reimbursement for expenses incurred on behalf of the Corporation in accordance with Section 8 of Article III.

Section 8.         Consent of Trustees. Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without meeting if a consent in writing setting forth the action to be taken shall be signed by all of the Trustees, as the case may be. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such on any document.

Section 9.         Notice of Meetings. Regular or special meetings of the Board of Trustees may be called by the President or any two (2) Trustees. Notice of regular meetings shall be given by the President or any two (2) Trustees at least five (5) days prior to the meeting. Notice of special meetings shall be given by the President or any two (2) Directors at any time.

Section 10.       Meeting by Telephone or Other Remote Communications Technology. Subject to the provision of applicable law and these Bylaws regarding notice of meetings, members of the Board of Trustees may, unless otherwise restricted by law, the Articles of Incorporation, or by these Bylaws, participate in and hold a meeting of such Board of Trustees or committee by using conference telephone or similar communications equipment which permits all persons participating in the meeting to hear each other, or by using any other suitable electronic communications system, including video conferencing technology or the Internet( but only if in the case of such other suitable communications system, each member entitled to participate in the meeting consents to the meeting being held by means of that system, and the system provides access to the meeting in a manner or using a method by which each member participating in the meeting can communicate concurrently with each other participants). Participation in a meeting pursuant to this Section 11 of Article IV will constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 11.       Quorum and Manner of Acting. At all meetings of the Board of Trustees, the presence of two (2) Trustees shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by statue, by the Articles of Incorporation or by these Bylaws. The act of a majority of the Trustees present at a meeting at which a quorum in present shall be act of the Board of Trustees unless the act of a greater number is required by statue, by the Articles of Incorporation or by these Bylaws, in which case the act of such greater number, shall be requisite to constitute the act of the Board of Trustees. If a quorum shall not be present at any meeting of the Trustees, the Trustees present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally convened.

ARTICLE V – MEETING OF THE MEMBERS

Section 1.         Time and Place of Meetings. Meetings shall be held at such place, within the DFW Metroplex area, as may from time to time be fixed or as shall be specified in the respective notices thereof. The Board of Directors sets the time and place of meetings.

Section 2.         Annual Meetings. An Annual Meeting of the members shall be held in January or February of each year, at which time the Active Members who paid their dues on or before December 31 of the preceding year shall be entitled to vote and elect the Board of Directors and Board of Trustees and transact any and all other business as may properly come before the meeting. Written notice stating the place, day and hour of the Annual Meeting, Nominating Committee’s slate for Directors and Trustees, the Membership List and the Financial Reports of the Corporation shall be posted on the Corporation’s website and provided to all members as electronic mail or using any reliable method within regular mail format, not less than fifteen (15) days before the date of such meeting by the Secretary. If a parliamentarian is required during the Annual Meeting then Board of Trustees will designate one.

Section 3.         Special Meetings. A special meeting of the members may be called by two-thirds (2/3) vote of the Board of Directors or majority vote of all Active Members with voting rights. Notice of such special meeting shall be given by the Secretary to each Active Member not less than ten (10) days before the date of such meeting. The notice shall set forth the time, place and the purpose or purposes of such meeting. No other business than that set forth in notice shall be transacted at a special meeting. Active Members who have been an Active Member of the Corporation for the preceding ninety (90) days shall be entitled to vote at any Special Meeting.

Section 4.         Voting by Proxy. A written statement of proxy, signed by an Active Member with voting rights, designating one other Active Member to vote on his/her behalf shall constitute a valid proxy vote. An Active Member cannot represent more than one (1) additional Active Members by proxy. Attendance of an Active Member at any meeting either in person or by proxy shall constitute a presence at such meeting. A valid Proxy must be a) notarized by a Notary Public that is not an Active Member of TURANT or b) a copy of the Proxies ID; ID must be a government issued valid ID.

Section 5.         Quorum. A quorum shall exist upon the presence, either in person or by proxy, of at least one-third (1/3) of the Active Members with voting rights. If such a quorum cannot be established, a second meeting shall be called thirty (30) minutes later, at which time the Active Members in person or by proxy is still not one-third (1/3) of the Active Members then the meeting is postponed. If in a postponed meeting at least one-third (1/3) of the Active Members is not present, in person or by proxy, then the meeting with the existing Active Members, in person or by proxy, constitutes a quorum. Withdrawal of members from any meeting shall not cause a failure of a duly constituted quorum at that meeting.

Section 6.         Adoption of Motions. Any legitimate motion requires for its adoption a majority vote of the Active Members with voting right present at the meeting.

Section 7.         A chair person shall be elected at each general assembly to run the meeting by the simple majority of attending members.

ARTICLE VI – NOTICES

Section 1.         Manner of Giving Notice. Whenever, under the provisions of the Texas Non-Profit Corporation Act or other applicable law or of the Articles of Incorporation or by these Bylaws, notice is required to be given to any Director or Member of the Corporation, and no provision is made as to how such notice will be given, it will not be construed to require personal notice, but any such notice may be given in writing by hand delivery, by facsimile transmission, by electronic mail or other form of electronic communication, or by mail, postage prepaid, addressed to such Director or Member at his address as it appears on the Membership Application. Any notice required or permitted to be given by mail will be deemed to be delivered at the time when the notice is deposited in the United States mails. Any notice required or permitted to be given by facsimile transmission or electronic mail or other form of electronic communication will be deemed to be given upon successful transmission of such facsimile or electronic mail or other form of electronic communication. Unless specifically required by law or by the Articles of Incorporation or by these Bylaws, neither the business to be transacted nor the purpose of any annual, regular, or special meeting of the Board of Directors needs to be specified in the notice or waiver of notice of such meeting.

ARTICLE VII – COMMITTEES

Section 1.         Nominating Committee. A Nominating Committee consisting of three (3) Active Members will be appointed by the Board of Directors no later than November 30th of each election year. Board of Directors must receive the consent of Board of Trustees before the announcement of the Nominating Committee. If Board of Trustees does not approve the Nominating Committee then President, Vice President and Board Trustees will jointly appoint the Nominating Committee. The Nominating Committee shall prepare the slate for the election of new Directors of the Corporation to be presented at the Annual Meeting. No member of the Nominating Committee shall be nominated to serve on the Board of Directors.

Section 2.         Special Committees. The President may designate three (3) or more persons to constitute a special committee for any purpose, provided that such committee or committees shall have any may exercise only the power of recommending action to the Board of Directors and of carrying out and implementing any instructions or any policies, plans and programs therefore approved, authorized and adopted by the Board of Directors.

Section 3.         Term of Office. Each member of a committee shall continue as such until the next Annual Meeting of the Active Members, unless the committee shall be sooner terminated, or unless such member resigns or be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 4.         Chairperson. One member of each committee shall be appointed chairperson by the President.

Section 5.         Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6.         Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which quorum is present shall be the act of the committee.

Section 7.         Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE VIII – OFFICERS OF THE CORPORATION

Section 1.         Elected Officers. The elected officers of the Corporation shall be the President, Vice President, Treasurer, Secretary, Membership Coordinator and such other officers as may be elected in accordance with the provisions of Article III. All elected officers must be members of the Board of Directors. An elected officer may not serve in the same office capacity for more than two (2) consecutive terms.

Section 2.         President. The President shall have general supervision of the activities and affairs of the Corporation. He or she shall preside when present at the meetings of the Active Members and Board of Directors and shall confirm that a quorum is present before conducting any business at such meetings. The President shall have general authority upon approval by a majority of the Board of Directors to execute contracts in the name of the Corporation, and, in general, to exercise all the power usually pertaining to the office of the president of a non-profit corporation, except as otherwise determined by the Board of Directors. The President may act as the Corporation’s registered agent during the President’s term of office and shall be responsible for updating information maintained by the Texas Secretary of State and filing any reports required thereby.

Section 3.         Vice Presidents. Each Vice President shall generally assist the President and shall exercise such powers and perform such duties and services as shall from time to time be prescribed or delegated to him or her by the President or the Board of Directors.

Section 4.         Secretary. The Secretary shall see that notice is given of all regular and special meetings of the Board of Directors and members as set forth herein or as required by the law and shall keep and attest true records of all proceedings at all meetings of the Board of Directors and members. These records of proceedings must be posted at the Corporation’s official website within one (1) week. The Secretary shall have charge of the corporate seal and have authority to attest any and all instruments of writing to which the same may be affixed. He or she shall generally perform all duties usually pertaining to the office of secretary of a non-profit corporation.

Section 5.         Treasurer. The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have authority for all matters pertaining to the accounts and finances of the Corporation as established by the Board of Directors. The Treasurer shall generally perform all duties usually pertaining to the officer of treasurer of a non-profit corporation, including but not limited to maintaining custody of all funds of the Corporation, keeping permanent books of account and records as shall be sufficient to establish the items of gross income, receipts and disbursements of the Corporation, preparing and estimated annual budget which shall be approved by the Board of Directors, making disbursements in accordance with the approved budget, preparing and presenting quarterly financial reports to the Board of Directors and Board of Trustees, preparing a year-end financial report and preparing and filing or assisting in the preparation and filing of the Corporation’s tax returns, all of which shall be made available to the Board of Trustees. The Treasurer may be bonded in such amount and with such securities as may be approved by the Board of Directors.

Section 6.         Membership Coordinator. The Membership Coordinator shall generally perform all duties usually pertaining to the office of membership coordinator of a non-profit corporation, including but not limited to compiling, keeping and/or maintaining the Membership Applications and Membership List, making such records available to the Board of Trustees quarterly, collecting dues and remitting same to the Treasurer. The Membership Coordinator shall conduct an annual enrollment of members in October of each year but may admit persons to membership at any time in accordance with these Bylaws. The Membership Coordinator shall compile and maintain documents related to the history and operation of the Corporation as well as the Corporation’s books and records for such year, including but not limited to the Corporation’s bank statements and records gathered by or prepared by or for the Board of Directors. The Corporation shall make such records available for inspection, review and copying by the Board of Trustees on a quarterly basis. Within fourteen (14) days following the expiration of the Membership Coordinator’s term of office or removal or resignation therefrom, the Membership Coordinator shall deliver the Corporation’s records to the Board of Trustees.

Section 7.         Additional Powers and Duties. In addition to the foregoing especially enumerated duties, services and powers, the several elected and appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by statue, the Articles of Incorporation or these Bylaws, or as the Board of Directors may from time to time determine or as may be assigned to them by any competent superior officer of the Corporation. All officers shall prepare and submit a Plan of Work to the Board of Directors at the beginning of each election year setting forth the anticipated activities that such officers will oversee and an anticipated budget therefore, have and review a current copy of the Bylaws, perform all duties outlined in these Bylaws and as may be assigned from time to time, and deliver to the Membership Coordinator all records and materials of the Corporation within seven (7) days following the expiration of such officer’s term of office.

Section 8.         Spokesperson. Any public statements on behalf of the Board of Directors shall be made only by or at the direction of the President.

ARTICLE IX – MISCELLANEOUS

Section 1.         Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

Section 2.         Seal. The Corporation’s seal shell be in such form as shall be adopted and approved from time to time by the Board of Directors. The seal may be used by causing it, or a facsimile thereof to be impressed, affixed, imprinted or in any manner reproduced.

Section 3.         Robert’s Rules of Order. The rules contained in the Robert’s Rules of Order Newly Revised (RONR) edition shall guide the Corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

Section 4.         Checks, Drafts, and Deposits. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation (“Instruments”) shall be signed by the Treasurer and countersigned by the President or Vice President. Instruments with amounts greater than $4,000 must be approved by Board of Trustees within seven (7) days. Board of Trustees must provide a written reason in case of denial of this expenditure. All funds of the Corporation shall be deposited and held from time to time to the credit of and in the name of the Corporation in such banks or other depositaries as the Board of Directors may select. Board of Trustees must be notified if a decision for changing banks or other depositaries is reached by Board of Directors within three (3) business days.

Section 5.         After each event at least three (3) Directors shall audit the financial activities of such event and sign off for the accuracy of accounting procedures deployed during the event.

ARTICLE X – DISSOLUTION

Section 1.         Procedure. Upon the dissolution of the Corporation, the Directors shall, after paying or making provisions for the payment and satisfaction of all liabilities and obligations of the Corporation, distribute all of the assets of the Corporation to such organization or organizations organized and operated exclusively for charitable or educational purpose and which qualify as exempt organizations under Section 501(c)(3) of the Code as the Directors shall determine and pursuant to a plan of distribution adopted as provided by the Texas Non-profit Corporation Act.

ARTICLE XI – INDEMNIFICATION

Section 1.         Indemnification. Starting in 2013, the Corporation shall indemnify and defend any person who was, is, or is threatened to be made a named defendant or respondent in any threatened, pending, or completed action, suit, or proceeding, including any appeal, whether civil, criminal, administrative, arbitrative, or investigative, because of the fact that the person is or was a Director or an officer of the Corporation, or a member of the Corporation’s Board of Trustees, Nominating Committee or any other special committee, to the fullest extent permitted under the Act or other applicable law, as now existing or as may be amended. The Corporation may additionally indemnify any person covered by the grant of mandatory indemnification contained in this Article XI to such further extent as is permitted by law and may indemnify any other person to the fullest extent permitted by law.

ARTICLE XII – AMENDMENTS

Section 1.         Amendments. These Bylaws may be altered, amended or repealed, or new bylaws may be adopted by the affirmative vote of a majority of all Active Members with voting rights (i) or (ii) at any Annual or Special Meeting of Active Members provided that notice of such proposed alteration, amendment, repeal or adoption is contained in the notice of such meeting.

ARTICLE XIII – EFFECTIVE DATE

Section 1.         Effective Date. These Bylaws shall become effective immediately upon their adoption. Amendments to these Bylaws shall become effective immediately upon their adoption in accordance with provisions of Article XI.