BYLAWS FOR TEXAS STATE HORSE COUNCIL, INC., a TEXAS NONPROFIT CORPORATION
BYLAWS FOR TEXAS STATE HORSE COUNCIL, INC., a TEXAS NONPROFIT CORPORATION
These bylaws constitute the code of rules adopted by the TEXAS STATE HORSE COUNCIL, INC. for the regulation and management of its affairs.
The TEXAS STATE HORSE COUNCIL, INC. (the Corporation) shall exist to promote the common interest of the horsemen and horsewomen of the state of Texas
The purpose or purposes for which the Corporation is organized are to receive and maintain a fund or funds of real or personal property, or both, and subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income thereof exclusively for charitable, religious, scientific, literary or educational purposes either directly or by contribution to organizations that qualify as exempt organizations under Section 501(c)(5) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amend, or any other sections of the Internal Revenue Code.
Any individual, family, business or organization interested in the objectives of the Corporation shall be eligible for membership and may become a member by presenting their name to the secretary and paying the required dues.
The annual dues for all classes of membership shall be set by the Board of Directors (the Board) and shall be payable January 1st. Dues become delinquent of February 1st at which time notices will be mailed by the treasurer. Any member whose dues remain unpaid on March 1st shall be automatically dropped from membership.
Each membership shall be entitled to one vote, except a family membership shall be allowed two votes if there are two adult family members.
(1) Elected Officers
The officers of the Corporation shall be elected by the membership, and shall be as follows: President, Vice-President, Secretary, and Treasurer. Additional officers may be elected or appointed by the directors as deemed necessary. All of the officers shall be elected by ballot. A simple majority vote of eligible and present members shall elect.
Only members in good standing shall be eligible to hold office.
Each officer shall hold office for two years beginning January 1st and continuing until December 31st or until his successor is elected. The President shall be limited to two consecutive terms.
These officers shall perform the duties prescribed in these bylaws and by the parliamentary authority adopted by the Corporation. (See Article VIII Parliamentary Authority)
- The President shall:
(1) be the principal executive officer of the Corporation under the authority of the Board;
(2) supervise all the business and affairs of the Corporation;
(3) preside at all meetings of the membership and of the Board;
(4) be authorized to sign checks in the absence of the Treasurer;
(5) perform other duties as directed by the Board.
A. The Vice-President shall:
(1) in the absence of the President, serve as presiding officer;
(2) in case of the resignation or death of the President, automatically become President;
(3) perform other duties as may be assigned by the President or the Board.
B. The Secretary shall:
(1) keep the minutes of the meetings of the membership and the Board;
(2) see that all notices are given according to these bylaws;
(3) be custodian of the records and legal documents of the Corporation;
(4) keep a register with the name, address, telephone number, and classification of all members which shall be furnished by the members;
(5) with the help of the Treasurer, present a current list of members in good standing to the President before voting takes place;
(6) perform other duties as may be assigned by the President or the Board.
C. The Treasurer shall:
(1) be bonded for a sum sufficient to protect the Corporation from loss, as determined by the Board;
(2) have custody of, and be responsible for, the funds and investments of the Corporation;
(3) collect dues and other funds and give receipts as directed by the Board;
(4) deposit all moneys in the name of the Corporation in banks or other depositories as directed or approved by the Board;
(5) disburse moneys only after approval or at the direction of the Board;
(6) keep an accurate account of all moneys received and disbursed;
(7) furnish names of members in good standing to the secretary before the annual meeting and other times as necessary. Send delinquent dues notices after February 1st;
(8) perform other duties as may be assigned by the President or the Board.
(5) Election of Officers
The membership shall elect officers at the annual meeting in November. A simple majority of eligible and present members shall elect.
(1) Annual Meeting
The annual meeting of the Corporation shall be held during the month of November on the date and at the time and place set by the Board. The purpose of the annual meeting shall be for electing officers and directors, and hearing the annual report of the Board and any other business on the agenda. Notice of the annual meeting shall be communicated by to the entire membership at least forty-five (45) days in advance by the method or methods deemed appropriate by the Board. (i.e., newsletter, email, social media, etc…)
(2) Special Meetings
Special meetings may be called by the President, or the Board, or at the request of at least ten (10) members. At minimum, the entire membership shall be notified of the date, hour, place and purpose(s) of the special meeting at least three (3) business days in advance, by the method or methods deemed appropriate by the President or the persons calling the meeting. If mailed, the notice must be postmarked not less than five business days prior to the date of the meeting and addressed to the member as his or her address appears in the Secretary’s register.
(3) Open Meetings
Unless specifically stated as a closed meeting, attendance and participation in discussions is welcomed from the entire membership.
Board of Directors
The Board of Directors (the Board) of this Corporation is vested with the management of the business and affairs of this Corporation, subject to the Texas Business Organizations Code, the Certificate of Formation, and these bylaws. The Board shall have all power and authority over the affairs of the Corporation.
(2) Number of Directions
There shall be a total of nine (13) Directors.
(3) Term of Directors
Directors shall be divided into three (3) groups of three (3) Directors each serving staggered terms. Directors shall serve two (2) years or until their successors are elected. Each year one group of three (3) Directors rotates off the board; two (2) groups remain on the Board, two (2) new directors are elected at the annual meeting, and the President-elect appoints one (1). Any member in good standing may be elected to serve as a Director.
- Directors shall be expected to attend all meetings possible and to participate in the activities of the Corporation. Absence from three (3) consecutive meetings without an excuse deemed acceptable by other Board members shall cause the unexcused Director’s position to become vacant.
- The Board shall make an annual report to the membership at the annual meeting each November.
(5) Election of Directors
- The Board shall announce to the entire membership at least forty-five (45) days in advance by the method or methods deemed appropriate by the Board the details of the election to take place at the Corporation’s annual meeting in November.
- Members in good standing who choose to be candidates for the position of Directors shall be announced to the entire membership along with a brief biographical sketch submitted by the candidates at least forty-five (45) days in advance by the method or methods deemed appropriate by the Board.
- The election shall be by ballot and a simple majority of eligible and present members shall elect. In the case of a tie, a second ballot vote shall break the tie.
A vacancy occurring on the Board or in an office (except for the office of President) shall be filled by the remaining Directors for the unexpired portion of the term, though less than a quorum. Proper notice shall be given and a simple majority vote shall elect.
- Regular meetings of the Board shall be held on the third Monday of the month at a place to be named by the Board, unless otherwise ordered by the Board.
- Special meetings may be called by the President or upon request of three (3) members of the Board. Each Director shall be given notice in person or by mail at least (3) days in advance.
A simple majority of the nine (9) directors shall constitute a quorum.
(9) Emergency Action
The President shall poll the other members of the Board when action must be taken and a formal meeting is not feasible. A sincere attempt to contact each Director shall be made, and a majority of the Board must vote in the affirmative. Unless approved during a conference call, with minutes, the action must be ratified at the next Board meeting.
Committees, standing or special, shall be appointed by the President as the Board shall from time to time deem necessary to carry on the work of the Corporation.
(1) Rules of Procedure
The rules contained in the latest edition of the Scott Foresman, Robert’s Rules of Order, newly Revised, shall govern this Corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order this Corporation may adopt.
Amendment of Bylaws
These bylaws may be amended at any regular or special meeting of the Corporation by a two-thirds vote provided that the amendment has been submitted in writing and signed by two Directors, and the entire membership has been notified 30 days in advance by the method or methods deemed appropriate by the Board. (i.e., newsletter, email, social media, etc…)
Funds shall be used only to accomplish the purposes specified in the bylaws and no part of such funds shall inure, or be distributed to, the members of the Corporation. Upon dissolution of the Corporation, any funds remaining shall be distributed by the Board to a non-profit organization which qualifies under Section 501(c)(5) of the Internal Revenue Code.
(1) Execution of Documents
Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Corporation shall be signed and executed by the President (or such other person designated by the Board of Directors), pursuant to the general authorization of the Board. All conveyances of land by deed shall be signed by the President or two other members of the Board of Directors and must be approved by a resolution of the Board of Directors.
(2) Disbursement of Funds
Financial Transactions which have a value of three hundred dollars ($300.00) or more shall require majority approval of the Board of Directors. In all other transactions, the Treasurer may dispense with the funds of the Corporation as part of general daily business operations.
(3) Procurement Policy
The Corporation shall abide by its procurement policy, set forth in Exhibit ___.
The Corporation will keep correct and complete records of account and will also keep minutes of the proceedings of the Board meetings and Committees and a membership roster giving the names and addresses of members.
(5) Inspection of Books and Records
All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time on written demand.
(6) Loans to Management
The Corporation will make no loans to any of its Directors or Officers.
(7) Amendments to the Articles of Incorporation
The Articles of Incorporation may be amended at any regular or special meeting of the Corporation by a two-thirds vote provided that the amendment has been submitted in writing and signed by two Directors, and the entire membership has been notified 30 days in advance by the method or methods deemed appropriate by the Board. (i.e., newsletter, email, social media, etc…)
(8) Fiscal Year
The fiscal year for the Corporation will be the calendar year, January 1 to December 31.