The registered office and registered agent of the Association shall be as set forth in the Association's Certificate of Formation. The registered office or the registered agent may be changed by resolution of the members, upon making the appropriate filing with the Secretary of State.
2. PRINCIPAL OFFICE
The principal office of the Association shall be at 3737 Motley Drive, Mesquite, Texas 75150, provided that the members shall have the power to change the location of the principal office.
3. OTHER OFFICES
The Association may also have other offices at such places, within or without the State of Texas, as the members may designate, or as the business of the Association may require or as may be desirable.
ARTICLE II - MEMBERS
1. MANAGEMENT BY MEMBERS
Management of the affairs of the Association is to be vested in its members.
2. CLASSES OF MEMBERS
The Association shall have one class of members. All persons interested in bees and beekeeping shall be eligible for membership.
3. ELECTION OF MEMBERS
Applications for membership shall be presented at a regular meeting to be acted upon by a membership committee appointed by the President. Each applicant must express a willingness to abide by Trinity Valley Beekeepers Association’s by-laws and other rules promulgated by the Association.
4. TERMINATION OF MEMBERSHIP
The members, by affirmative vote of seventy-five percent (75%) of the members, may suspend or expel a member for cause after an appropriate hearing.
Any member may resign by filing a written resignation with the Secretary.
Upon written request signed by a former member and filed with the Secretary, the membership committee may, by the affirmative vote of seventy-five percent (75%) of the committee members, reinstate such former member to membership upon such terms as the members may deem appropriate.
7. TRANSFER OF MEMBERSHIP
Membership in this Association is not transferable or assignable.
8. PLACE OF MEETING
The members may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the members. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Association in the State of Texas, but if all of the members shall meet at any time and place either within or without the State of Texas and consent to the holding of a meeting, such meeting shall be valid without call or notice, and any association action may be taken at such meeting.
9. ANNUAL MEETING
The annual meeting of members shall be held on the first Wednesday during the month of December.
Failure to hold the annual meeting at the designated time shall not work a dissolution of the Association. In the event the members fail to call the annual meeting at the designated time, any member may make demand that such meeting be held within a reasonable time, such demand to be made in writing by registered mail directed to any officer of the Association. If the annual meeting of members is not called within sixty (60) days following such demand, any member may compel the holding of such annual meeting by legal action directed against the members, and all of the extraordinary writs of common law and of courts of equity shall be available to such member to compel the holding of such annual meeting.
10. MEMBERS' MEETING
Regular meetings shall be held the first Wednesday of each calendar month in at Eastfield College, 3737 Motley Drive, Dallas, Texas 75150 or at such other location as designated by the President. The monthly business meeting of the Association officers shall be arranged by prior agreement among the officers.
11. SPECIAL MEMBERS' MEETINGS
Special meetings may be called by the President or by a quorum of the membership. Notice shall be given at least seventy-two (72) hours prior to the meeting time except for meetings involving a vote on the By-Laws which will require two weeks notice. Notice may be given by email to the address of record to each member in good standing.
12. VOTING OF MEMBERS
Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members.
Any vote may be taken by voice or show of hands unless a member entitled to vote, either in person or by proxy objects, in which case written ballots shall be used.
13. QUORUM OF MEMBERS
Unless otherwise provided in the Certificate of Formation or in these Bylaws, members holding onetenth of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. Unless otherwise provided in the Certificate of Formation or these Bylaws, once a quorum is present at a meeting of members, the members represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any member or the refusal of any member represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Certificate of Formation or these Bylaws, the members represented in person or by proxy at a meeting of members at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the majority of the members represented in person or by proxy at that meeting.
17. COMMITTEES OF THE MEMBERS
The members, by resolution adopted by a majority of the members, may designate one or more committees which, to the extent provided in such resolution, shall have and exercise the authority of the members in the management of the Association, except as limited by the Certificate of Formation, these Bylaws or the Texas Business Organizations Code. Each such committee shall consist of two or more members. The designation of such committees and the delegation thereto of authority shall not operate to relieve the members of any responsibility imposed upon it or him by law.
Each member of a committee shall continue as such until the next annual meeting of the members of the Association and until a successor is appointed in the committee member's stead, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member cease to qualify as a member thereof. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof. 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. Unless otherwise provided in the resolution 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 a quorum is present shall be the act of the committee. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the members.
ARTICLE III NON-DISCRIMINATION POLICY
1. NON-DISCRIMINATION POLICY
This organization and its members shall not discriminate against any individual(s) for reasons of age, color, disability, gender identity or expression, national origin, race, religion, sex, sexual orientation, or veteran status.
ARTICLE IV - OFFICERS
1. NUMBER OF OFFICERS
The officers of a Association shall consist of a president and a secretary and may also consist of a vice-president, a treasurer, and such other officers and assistant officers as may be deemed necessary. Any two or more offices may be held by the same person, except the offices of president and secretary.
2. ELECTION OF OFFICERS AND TERM OF OFFICE
All officers shall be elected annually by the members at the regular annual meeting of the members for a term of one year. An officer may not serve more than three years consecutively.
3. REMOVAL OF OFFICERS, VACANCIES
Any officer elected or appointed may be removed by the members whenever in their judgment the best interests of the Association will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the members for the unexpired portion of the term.
4. POWERS OF OFFICERS
Each officer shall have, subject to these Bylaws, in addition to the duties and powers specifically set forth herein, such powers and duties as are commonly incident to that office and such duties and powers as the members shall from time to time designate. All officers shall perform their duties subject to the directions and under the supervision of the members. The President may secure the fidelity of any and all officers by bond or otherwise.
All officers and agents of the Association, as between themselves and the Association, shall have such authority and perform such duties in the management of the Association as may be provided in theses Bylaws, or as may be determined by resolution of the members not inconsistent with these Bylaws.
In the discharge of a duty imposed or power conferred on an officer of a Association, the officer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Association or another person, that were prepared or presented by: (1) one or more other officers or employees of the Association; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
An officer is not relying in good faith within the meaning of this section if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this subsection unwarranted.
The President shall be the chief executive officer of the Association and shall preside at all meetings of the members.
The President shall be ex-officio a member of all standing committees.
The President shall submit a report of the operations of the Association for the year to the members at their meeting next preceding the annual meeting of the Association.
The Vice-President, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the members shall prescribe.
7. THE SECRETARY
The Secretary shall attend all meetings of the members and shall record all votes and the minutes of all proceedings and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given notice of all meetings of the members and shall perform such other duties as may be prescribed by the members.
In the absence of the Secretary, the minutes of all meetings of the members shall be recorded by such person as shall be designated by the President or by the members.
8. THE TREASURER
The Treasurer shall have the custody of the association funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the members.
The Treasurer shall disburse the funds of the Association as may be ordered by the members, taking proper vouchers for such disbursements. The Treasurer shall keep and maintain the Association's books of account and shall render to the Secretary an account of all of the Treasurer's transactions and of the financial condition of the Association and exhibit the books, records and accounts to the President or Secretary at any time. The Treasurer shall disburse funds for capital expenditures as authorized by the members and in accordance with the orders of the President, and present to the President's attention any requests for disbursing funds if in the judgment of the Treasurer any such request is not properly authorized. The Treasurer shall perform such other duties as may be directed by the members or by the President.
If required by the members, the Treasurer shall give the Association a bond in such sum and with such surety or sureties as shall be satisfactory to the members for the faithful performance of the duties of the office and for the restoration to the Association, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the incumbent's possession or under the incumbent's control belonging to the Association.
ARTICLE V - CERTIFICATES OF MEMBERSHIP
1. CERTIFICATES OF MEMBERSHIP
The members may provide for the issuance of certificates, or cards, or other instruments evidencing membership rights, voting rights or ownership rights (hereinafter referred to as "certificates"), which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President, Vice President or by the Secretary. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Association. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the members determine.
2. ISSUANCE OF CERTIFICATES
When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate shall be issued in that member's name and delivered to the member by the Secretary, if the members shall have provided for the issuance of certificates of membership under the provisions of this Article V.
ARTICLE VI - INDEMNIFICATION AND INSURANCE
The Association shall have the full power to indemnify and advance or reimburse expenses pursuant to the provisions of the Texas Business Organizations Code to any person entitled to indemnification under the provisions of the Texas Business Organizations Code.
The Association may purchase and maintain insurance or another arrangement on behalf of any person who is or was a member, officer, employee, or agent of the Association or who is or was serving at the request of the Association as a officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic Association, employee benefit plan, other enterprise, or other entity, against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person, whether or not the Association would have the power to indemnify him or her against that liability. Without limiting the power of the Association to procure or maintain any kind of insurance or other arrangement, the Association may, for the benefit of persons indemnified by the Association, (1) create a trust fund; (2) establish any form of selfinsurance; (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Association; or (4) establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the Association or with any insurer or other person deemed appropriate by the members regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Association. In the absence of fraud, the judgment of the members as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the officers approving the insurance or arrangement to liability, on any ground, regardless of whether officers participating in the approval are beneficiaries of the insurance or arrangement.
]* ARTICLE VII - MISCELLANEOUS
1. WAIVER OF NOTICE
Whenever any notice is required to be given to any member of the Association under the provisions of the Texas Business Organizations Code, the Certificate of Formation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. 2. MEETINGS BY TELEPHONE CONFERENCE, ELECTRONIC OR OTHER REMOTE COMMUNICATIONS TECHNOLOGY
Subject to the provisions required or permitted by the Texas Business Organizations Code and these Bylaws for notice of meetings, members of the Association, or members of any committee may participate in and hold a meeting of such members, or committee by means of: (1) conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other; or (2) another suitable electronic communications system, including videoconferencing technology or the Internet, only if: (a) each member entitled to participate in the meeting consents to the meeting being held by means of that system; and (b) 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 participant. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a 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.
The Association shall not be required to use an association seal and the lack of an association seal shall not affect an otherwise valid contract or other instrument executed by the Association.
The members may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
5. CHECKS, DRAFTS, ETC.
All checks, drafts or other instruments for payment of money or notes of the Association shall be signed by such not less than two officers, specifically; the President and the Treasurer, or such other persons as shall be determined from time to time by resolution of the members.
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the members may select.
The members may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.
8. BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the members, and committees and shall keep at the registered office or principal office in this State a record of the names and addresses of its members entitled to vote. A member of the Association, on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant, or attorney, at any reasonable time, for any proper purpose, the books and records of the Association relevant to that purpose, at the expense of the member.
9. FINANCIAL RECORDS AND ANNUAL REPORTS
The Association shall maintain current true and accurate financial records with full and correct entries made with respect to all financial transactions of the Association, including all income and expenditures, in accordance with generally accepted accounting practices. All records, books, and annual reports (if required by law) of the financial activity of the Association shall be kept at the registered office or principal office of the Association in this state for at least three years after the closing of each fiscal year and shall be available to the public for inspection and copying there during normal business hours. The Association may charge for the reasonable expense of preparing a copy of a record or report.
10. FISCAL YEAR
The fiscal year of the Association shall be from January 1st to December 31st.
The Association may levy upon the general membership such dues and assessments as shall be deemed necessary for the business of the Association. Dues are payable from January 1st prior to the March meeting. Nonpayment of dues shall be cause for loss of voting privileges and ineligibility to hold office. Members who have not paid their current year’s dues by March 31st will be dropped from the membership rolls. Reinstatement shall be in accordance with ARTICLE II Section Six (6).
ARTICLE VIII - CONSTRUCTION
1. PRONOUNS AND HEADINGS
All personal pronouns used in these Bylaws shall include the other gender whether used in masculine or feminine or neuter gender, and the singular shall include the plural whenever and as often as may be appropriate. All headings herein are for convenience only and neither limit nor amplify the provisions of these Bylaws.
2. INVALID PROVISIONS
If any one or more of the provisions of these Bylaws, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any such provision shall not be affected thereby.
ARTICLE IX – PROCEDURE
In all matters of procedure not covered by these Bylaws, provisions of Roberts Rules of Order, Revised shall prevail.
ARTICLE X - AMENDMENT OF BYLAWS
1. AMENDMENT OF BYLAWS
The members may amend or repeal these Bylaws, or adopt new Bylaws, unless the Certificate of Formation or the Texas Business Organizations Code limits such powers. The Bylaws may be amended by two-thirds (2/3) vote of the total membership present, providing a quorum has been reached. Proposals fro amendments shall be submitted at a regular business meeting and shall be voted on at the next regular business meeting. The Secretary, or a designated alternate, shall notify the membership regarding proposed amendments. Notification shall be made by email to the email address as it appears on the records of the Association at least two (2) weeks in advance as to the date of voting on said proposed amendments.
Adopted by the members on October 31, 2010.
Trinity Valley Beekeepers Association – Bylaws Page 11
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