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OF THE
GUADALUPE RIVER ASSOCIATION, INC.
Certificate of Incorporation issued
by the Office of the Secretary of State, The State of Texas, on September 7, 1971, with
Charter No. 295441-01.
ARTICLE
I
Offices
The corporation may have such principal office within the
State of Texas as the Board of Directors may determine or as the affairs of the
corporation may require from time to time. The
corporation shall have and continuously maintain in the State of Texas a registered office
and a registered agent whose office is identical with such registered office, as required
by the Texas Non-Profit Corporation Act.
ARTICLE
II.
Members
Section 1:
Member(s) of the corporation shall be an individual, a family, a business entity or an
organization having paid the dues and/or fees provided in Article VIII, Section 1.
Section 2: The
Board of Directors shall approve Membership applications.
An affirmative vote of two-thirds of the Directors shall be required for
approval. All members of the GUADALUPE RIVER
ASSOCIATION, while operating as an unincorporated association, who were in good standing
on the date of the issuance of the Charter of this non-profit corporation were
automatically members of GUADALUPE RIVER ASSOCIATION, INC.
Section 3: Each member over the age of eighteen (18) shall be
entitled to one (1) vote on each matter submitted to a vote of the members. Business entities and organizations shall be
permitted to cast one (1) vote to be place by their duly authorized representative.
Section 4: The
Board of Directors, by affirmative vote of two-thirds of the members of the Board, may
suspend or expel a member for cause after an appropriate hearing, and may, by a majority
vote of those present at any regularly constituted meeting, terminate the membership of
any member who becomes ineligible for membership or expel any member who
has been suspended for non-payment of dues as
described in Article VIII of these by-laws.
Section 5: Resignation. Any member may resign by filing a written
resignation with the Secretary, but such resignation shall not relieve the member so
resigning of the obligation to pay any dues, assessments or other charges theretofore
accrued and unpaid.
Section 6: Reinstatement. Upon written request signed by a former member and
filed with the Secretary, the Board of Directors, may, by the affirmative vote of
two-thirds of the members of the Board, reinstate such former member to membership upon
such terms as the Board of Directors may deem appropriate.
Section 7: Transfer
of Membership. Membership in this
corporation is not transferable or conveyable.
ARTICLE
III.
Meetings
of Members
Section 1: Annual
Meeting: An annual meeting of the
Members
shall be held in the first quarter of each year for the purpose of electing Directors and
for the transaction of such other business as may come before the meeting.
Section 2: Special
Meetings. Special meetings of the members
may be called by the President, the Board of Directors or not less than one-tenth of the
members having voting rights.
Section 3: The
Board of Directors shall designate the time and place
for any Annual Meeting or for any Special Meeting called by the Board of Directors.
Section 4: Notice
of Meetings. Written or printed notice
stating the place, day and hour of the meeting of the members shall be delivered to each
member entitled to vote at such meeting either personally or by e-mail, regular mail, facsimile or telephone or by notices placed in local
newspapers not less than three (3) days before the date of such meeting, by or at the
direction of the President or the Secretary or the officers or persons calling the
meeting.
Section 5: Quorum. The presence of not less than one-tenth of the
members in good standing shall constitute a quorum and shall be necessary to conduct the
business of this organization; but a lesser percentage may adjourn the meeting for a
period of not more than four (4) weeks from the date scheduled and the secretary shall cause a notice of a re-scheduled meeting to be sent to each
member according to Section 4 of this article.
Section 6:
Omitted
Section 7: Voting
by Mail. Where directors or officers are
elected by members, such election may be conducted by mail in such manner as the Board of
Directors may determine.
ARTICLE
IV.
Board
of Directors
Section 1: General
Powers. The affairs of the corporation
shall be managed by its Board of Directors. Directors
shall be residents of the State of Texas, and shall be individual or adult family members
of the corporation.
Section 2: Number,
Tenure and Qualifications. The number of
Directors shall be fifteen (15). The initial
Board of Directors elected at the first meeting of the membership shall upon election draw
for tenure so that five (5) of those initially elected shall serve for three (3) years,
five (5) shall serve for two (2) years and five (5) shall serve for one (1) year. Those Directors drawing one (1) year terms shall
stand for re-election at the next annual meeting. Thereafter,
each Director shall be elected to serve for a three (3) year term. Directors are eligible for re-election; however,
beginning with the election of Directors on January 27, 2001, new Directors may serve no
more than three (3) consecutive three (3) year terms after which they must be out of
office for at least one (1) year before serving again.
Section 3: Regular
Meeting. A regular meeting of the Board
of Directors shall be held without other notice than this by-law, immediately after, and
at the same place as the Annual Meeting of the members.
The Board of Directors may provide by resolution the time and place for the
holding of additional regular meetings of the Board without other notice than such
resolution.
Section 4: Special
Meetings. Special meetings of the Board
of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call special
meetings of the Board may fix a place for the holding of such special meetings of the
Board called by them.
Section 5: Notice. Notice of any such special meeting of the Board of
Directors shall be given at least two (2) days previously thereto by e-mail, regular mail,
facsimile or telephone to the Director personally.
Section 6: Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board.
Section 7: Manner
of Acting. 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 and binding upon the corporation.
Section 8: Vacancies. Any vacancy incurring in the Board of Directors
and any directorship to be filled by reason of an increase in the number of Directors,
shall be filled by the Board of Directors. A
Director elected to fill a vacancy shall be elected for the remaining term of his
predecessor in office.
Section 9: Compensation. Directors of this corporation shall serve without
compensation. Notwithstanding this provision,
the Board of Directors shall have the authority to hire an Executive Vice-President and
fix his salary and determine his duties for the regular conduct of such business from day
to day.
ARTICLE
V.
Officers
Section 1: The
officers of the corporation shall be a President, one or more Vice-Presidents, a
Secretary, a Treasurer and such other officers as may be elected in accordance with the
provisions of this article. The President and
any Vice-Presidents must be members of the Board of Directors. The offices of Secretary
and Treasurer may be combined and held by one person.
The duties of these officers include, but are not limited to:
The President
shall 1) convene regularly scheduled meetings, 2) preside or arrange for other officers to
preside at meetings in the following order: Vice-President, Secretary and Treasurer, and
3) appoint committees and committee chairs, as needed, and serve ex officio as a member of committees.
The
Vice-President shall 1) perform the responsibilities of the President in the absence of
the President, 2) chair committees on special subjects as designated by the Board of
Directors, and 3) serve as parliamentarian at all meetings.
The Secretary
shall 1) be responsible for keeping records of Board actions, including the taking of
minutes at all Board meetings, sending out meeting announcements, distributing copies of
minutes and the agenda to each Board member, and assuring that corporate records are
maintained.
The Treasurer
shall 1) manage the finances of the corporation by insuring accurate tracking and
monitoring of funds, 2) administer fiscal matters of the corporation as required by state
and federal laws, 3) serve as chair of the finance committee and help develop fundraising
plans, 4) assist in the preparation of the budget, and 5) make financial information
available to the Board of Directors and membership.
Section 2: Election
and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors at the regular annual
meeting of the Board of Directors as required by Article IV, Section 3 of these by-laws.
Section 3: Removal. Any officer elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the best
interests of the corporation would be served thereby.
Section 4: Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board of
Directors for the remaining portion of the term.
ARTICLE
VI.
Contracts,
Checks, Deposits and Funds
Section 1: Contracts. The Board of Directors may authorize any officer
or officers, agent or agents of the corporation, in addition to the officers so authorized
by these by-laws, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or confined to
specific instances.
Section 2: Checks,
Drafts, etc. All checks, drafts or orders
for the payment of money, notes or other evidences of indebtedness issued in the name of
the corporation shall be signed by such officer or officers, agent or agents of the
corporation, and in such manner as shall be from time to time determined by resolution of
the Board of Directors. In the absence of
such determination of the Board of Directors, such instruments may be signed by the
Treasurer and by the President or a Vice-President of the corporation.
Section 3: Deposits. All deposits of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust companies or other
depositories as the Board of Directors may elect.
Section 4: Gifts. The Board of Directors may accept on behalf of the
corporation any contribution, gift, bequest or devise for the general purposes or for the
special purpose of the corporation.
ARTICLE
VII.
Fiscal
Year
The fiscal year
of the corporation shall begin on the 1st day of January and end on the last
day of December of each year.
ARTICLE
VIII.
Dues
Section 1: Annual
Dues. The Board of Directors may
determine from time to time the amount of annual dues and other fees payable to the
corporation by its members.
Section 2: Payment
of Dues. Dues shall be payable in advance
of the 1st day of February in each fiscal year.
No proration of dues for new members shall be made.
Section 3: Default
and Termination of Membership. A member will be in default and will automatically be
suspended and all voting rights will be terminated if the dues are not
paid by April 1st.
ARTICLE
IX.
Waiver
of Notice
Whenever any
notices are required to be given under the provisions of the Texas Non-Profit Corporation
Act or under the
Provisions
of Articles of Incorporation or the by-laws of the corporation, 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 deemed equivalent to the giving of such notice.
ARTICLE
X.
Amendment
to By-Laws
These by-laws
may be altered, amended or replaced and new by-laws may be adopted by a majority of the
Directors present at any regular meeting or at any special meeting, if at least two (2)
days written notice is given of intention to alter, amend or repeal or to adopt new
by-laws at such meeting.
ARTICLE
XI.
Dissolution
A two-thirds
vote of the Board of Directors shall be required to dissolve the corporation. Upon dissolution of the corporation, any assets
remaining after payment of its debts and liabilities shall, consistent with the purposes
of the organization, be paid over to charitable organizations exempt under the provisions
of the U.S. Internal Revenue Service Code or corresponding provisions of subsequently
enacted federal law. No part of the net
assets or net earnings of the corporation shall inure to the benefit of or be paid or
distributed to an officer, director, member, employee or donor of the corporation.
ARTICLE
XII.
Approval
These by-laws
were approved at a meeting of the Board of Directors of the GUADALUPE RIVER ASSOCIATION,
INC. on January 27, 2001.
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In witness
thereof, the undersigned have made and subscribed to these by-laws of the GUADALUPE RIVER
ASSOCIATION, INC. at
Smithson’s Valley, Comal County, Texas on this the 27th day of January,
2001.
_________________________ _______________________
President
Secretary
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