BYLAWS OF
THE GREATER CENTRAL TEXAS COUNCIL
OF
THE NAVY LEAGUE OF THE UNITED STATES
ARTICLE 1.
The name of the Corporation shall be the Greater Central Texas Council of the Navy League of the United States (hereinafter, "GCTC" or the "Corporation"). The Board of Directors of the Corporation may, by resolution, and when appropriate adopt other names to be used by the Corporation when conducting its business.
2.1 Principal Office. The principal office of the Corporation in
the State of Texas shall be located in the County of Travis. The Corporation may have such other offices,
either within or without the State of Texas, as the Board of Directors may
designate from time to time.
2.2 Registered Office and Registered Agent. 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. The
registered office may be, but need not be, identical with the principal office
of the Corporation and the address of the registered office may be changed from
time to time by the Board of Directors.
ARTICLE 3.
3.1 General Powers. The affairs of the Corporation shall be
managed by its Board of Directors.
Directors need not be residents of Texas but must be Members in good
standing of the Corporation.
3.2
Specific Responsibilities. In furtherance, and not in
limitation of, the General Powers recited hereinabove, the Board of Directors
shall be specifically responsible for the following activities and tasks:
3.2.1
Annual Budget. The Board of Directors shall
approve the Annual Budget for the Corporation.
3.2.2
Position of the Corporation. The Board of Directors shall,
by resolution, establish officer positions, staff positions and committees of
the Corporation, in addition to those that are specifically set forth in these
Bylaws.
3.2.3
Nominating Committee. The Board of Directors shall
act as the Nominating Committee for the Corporation to nominate those
individuals to stand for election as Directors and Officers of the Corporation.
3.2.4
Amend Bylaws. When required, the Board of
Directors shall propose amendments to these Bylaws to the Membership in the
manner set forth herein.
3.3 Number of Directors. The initial number of Directors shall be ten
(10) Directors made up of nine (9) Directors elected by the Membership and the
President of the Corporation, during the time that he or she is sitting as
President. The Board of Directors may,
by resolution adopted by three-fifths (3/5ths) of the then-serving Directors, increase the number of Director Positions. Election of an individual to the Board of
Directors which is in excess of the authorized number of Directors of the
Corporation shall be deemed to be a resolution to increase the number of
Director positions by one, so long as the requisite number (3/5ths) of the
Directors vote in favor of the election of the individual. The Board of Directors may decrease the
number of Director positions in the same manner as it increases the number of
Directors; however, the Board of Directors may never be reduced below nine (9)
Directors.
3.3 Term of Directors. Each Director shall serve for a term of three
(3) years unless earlier terminated as herein provided. The terms of the elected Directors shall be
staggered such that three Directors shall stand for election annually. At the first meeting of the Board of
Directors after the adoption of these Bylaws by the Membership of the
Corporation, the Directors shall decide which three Directors shall serve for a
term of three years, which shall serve for a term of two years and which shall
serve for a term of one year. Any
Director may be reelected for subsequent three-year terms without limitation.
3.4 Chairperson. The Board of Directors shall annually elect a
Chairperson to preside at any meeting of the Board of Directors. In the absence of the Chairperson, the
President shall preside at the meeting.
3.5 Annual Meeting. The Board of Directors shall meet no less
often than annually to conduct such business as shall come before that
meeting. The date, place and time of the
Annual Meeting shall be determined by the Chairman of the Board of Directors
after consultation with the President.
3.6 Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President, the Chairman of the Board
or by any two (2) Directors. The
person(s) authorized to call a special meeting of the Board of Directors may
fix any reasonable place and time for the holding of such meeting so long as
the place of the meeting is within twenty-five miles of the Courthouse in
Travis County, Texas.
3.7 Notice of Meetings. Written or printed notice of each Annual
Meeting shall be given to each Director of the Corporation. The notice shall state the place, day and
time of the meeting and shall be mailed, hand-delivered, telefaxed, or emailed
(to those Directors having email) to the Director at his or her last known
address not less than ten (10) days nor more than forty-five (45) days prior to
the scheduled time for the meeting. In
case of a special meeting, along with the place, day and time of the meeting,
the notice of the meeting shall also state the purpose or purposes of the
meeting. If a special meeting is called
under exigent circumstances, notice of the meeting shall be given in the most
expeditious manner reasonably calculated to give notice of the meeting to the
Directors, to include telephonic notice.
The meeting shall be scheduled so as to allow the Directors reasonable
advance notice of the meeting consonant with the degree of exigency. Any defect in notice of a meeting shall be
waived by attendance at the meeting.
3.8 Quorum. No less than fifty percent (50%) of the then
duly elected Directors shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors.
If less than a majority of all of the Directors are present at any
meeting of the Board of Directors, the Directors in attendance may not adjourn
the meeting until a later time without giving notice of the new date, place and
time to all Directors of the Corporation.
3.9 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, unless the act of a greater number is required by law or these
Bylaws.
3.10 Vacancies. Any vacancy occurring 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. An election to fill a vacant Director
position shall be held within sixty (60) days of the position becoming
vacant. A Director elected to fill a
vacancy created by the removal or resignation of any Director shall serve as a
Director until the next Annual Meeting of the Membership.
3.11 Removal of Directors. A Director may be removed from office, with
or without cause, by the affirmative vote of three-fifths (3/5ths) of the Board
of Directors.
3.12 Informal Action by Directors. Any action required by law to be taken at a
meeting of the Board of Directors, or any action which may be taken at a
meeting of the Board of Directors, may be taken without a meeting so long as
two-thirds of the Directors sign a consent in writing setting forth the action
so taken is signed and approved by all of the Directors. The Board may also approve actions via email
or telefax so long as all Directors receive the email or telefax and have an
opportunity to comment upon and vote on the proposed action.
3.13 Compensation of Directors. Directors shall not receive compensation for
their services as Directors. The Board
of Directors may provide that Directors may be reimbursed for expenses incurred
in attending meetings, such expenses to include, but not be limited to, the
cost of transportation, lodging, meals, etc.
3.14 Committees of the Board of Directors. The Board of Directors, by resolution adopted
by a majority of the Directors in office, may designate and appoint one or more
committees, each of which shall consist of two or more Directors, which
committees, to the extent provided in said resolution, shall have and exercise
the authority of the Board of Directors in the management of the Corporation,
save and except that a committee shall not be granted and shall not exercise
any power and authority which these Bylaws require to be exercised by an
affirmative vote of more than a majority vote of the Board of Directors. The designation and appointment of any such
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any individual Director, of any responsibility
imposed on it or him or her, by law.
ARTICLE 4.
4.1 Officers. The Officers of the Corporation shall consist
of an President, a President-Elect, a Secretary, a Treasurer, a Judge Advocate,
a Chaplain, a Vice-President – Administration, a Vice President – Education, a
Vice-President - Operations, and such other officers as may be elected in
accordance with the provisions of this Article.
All Officers shall be elected to serve for one (1) year terms. Any two or more Offices may be held by the
same person, except the President shall not hold any other office. All Officers must be Members in good standing
of the Corporation. All officers shall
be elected annually by the Membership of the Corporation at the Annual Meeting
of the Membership. Any officer may be
elected to one or more successive term in the same office except for the
President, who may stand for reelection to a second one-year term, but may not
succeed himself or herself after a second one-year term. However, this restriction is not intended to,
nor shall it preclude an individual from standing for reelection as President
to subsequent terms in office, so long as the individual does not succeed
himself or herself as President after the completion of two consecutive years
in office.
4.2 Removal. Any Officer may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation would
be served thereby. The removal of the
President, if not for cause, shall be by an affirmative vote of three-fourths
(3/4ths) of the Board of Directors.
4.3 President. The President shall be the principal
executive officer of the Corporation and shall in general supervise, manage and
control all of the business and affairs of the Corporation under the guidance
and authority of the Board of Directors.
The President, in consultation with the Treasurer, shall annually
present to the Board of Directors a budget for the operation of the
Corporation. The budget shall include
the anticipated source and amount of revenue and the source and amount of
anticipated expenses. The President
shall be a Director of the Corporation.
The President shall sign, with the Secretary or other properly
authorized officer of the Corporation, on behalf of and as the act and deed of
the Corporation, any and all deeds,
mortgages, bonds, contracts or other instruments, which the Board of Directors
have authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws or by statute to some other officer or agent of the Corporation; and in
general the President shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Board of Directors from time
to time.
4.4 President Elect. The President Elect shall automatically
succeed to the office of the President of the Corporation at the end of the term
of the President or upon the removal or resignation of the President. If the President is elected to a second
one-year term as President, the President Elect shall not automatically
continue as President Elect, but shall stand for reelection. The President Elect shall preside at
meetings of the Corporation in the absence of the President and shall have such
other duties as may be assigned by the Board of Directors or the President.
4.5 Treasurer. The Treasurer shall have charge and custody
of and be responsible for all funds and securities of the Corporation; receive
and give receipts for funds due and payable to the Corporation from any source
whatsoever, and deposit all such funds in the name of the Corporation in such
banks, trust companies, or other depositories as shall be selected in
accordance with the provisions of these Bylaws; and in general perform all
duties incident to the office of Treasurer and such other duties as from time
to time may be assigned to the Treasurer by the President or by the Board of
Directors.
4.6 Secretary. The Secretary shall keep the minutes of the
meetings of the Membership; give all notices in accordance with the provision
of these Bylaws or as required by law; be custodian of the Corporate records
and of the seal of the Corporation and affix the seal of the Corporation to all
documents, the execution of which on behalf of the Corporation under its seal
is duly authorized in accordance with the provisions of these Bylaws; keep a
register of the mailing address of each member which shall be furnished to the
Secretary by each Member; and, in general, perform all duties incident to the
office of Secretary and such other duties as form time to time may be assigned
to the Secretary by the President or by the Board of Directors.
4.7 Judge Advocate. The Judge Advocate shall be the legal advisor
to the Board of Directors and the Corporation.
The Judge Advocate must be an attorney at law licensed to practice
within the State of Texas.
4.8 Chaplain. The Chaplain shall be the spiritual advisor
to the Board of Directors and the Corporation and shall open each meeting of
the Membership with a prayer.
4.9 Vice President – Administration. The Vice President – Administration shall be
responsible for the administration of the Corporation. The duties of the position shall be those as
assigned by the Board of Director and the President, but shall generally
include the responsibility for fund raising, membership records, recruiting
members, and retaining members on the
rolls of the Members of the Corporation.
4.10 Vice President – Education. The Vice President – Education shall be
responsible for the educational aspects of the Corporation. The duties of the position shall be those as
assigned by the Board of Director and the President, but shall generally
include the responsibility for programs, speakers, the Corporate Newsletter,
public affairs, legislative affairs and awards to be given by the Corporation.
4.11 Vice President – Operations. The Vice President – Operations shall be
responsible for the operational aspects of the Corporation. The duties of the position shall be those as
assigned by the Board of Director and the President, but shall generally
include the responsibility for coordinating the activities of the Corporation
with respect to the
Navy, Marine Corps, Coast Guard,
Merchant Marine, Reserve Forces, Naval R.O.T.C. and Junior Naval and Marine
Corps R.O.T.C.s, League and Sea Cadet Units, adopted ship(s), and other
military and civic organizations.
4.12 Other Officers. The Board of Directors may, by resolution,
create other Officer or Staff positions as are required by the operations of
the Corporation. When creating such a
position, the Board of Directors shall establish the duties and
responsibilities of the position.
4.13 Compensation. Officers of the Corporation shall serve
without compensation, but shall be reimbursed for any authorized expenditures
made on behalf of the Corporation and in furtherance of the purpose of the
Corporation.
ARTICLE 5.
5.1
Class of
Members. The Corporation will have one class of
members.
5.2
Admission to
Membership. Natural persons may be admitted to membership
in the Corporation by the Board. The Board may adopt and amend application
procedures and qualifications for membership in the Corporation, so long as
such application procedures and qualifications do not conflict with the
application procedures and qualifications of the Navy League of the United States. The Board shall establish such procedures as
it sees fit for the admission of new members.
A member may renew membership by paying all required fees and dues.
5.3
Voting Rights. Each member
is entitled to one vote on each matter submitted to a vote of the members.
5.4
Meetings of
Members. The Membership shall hold an Annual
Meeting. The last meeting of the
Membership each year shall be the Annual Members' Meeting. At the annual meeting, the members will elect
Officers and Directors and transact any other business that may come before the
meeting.
5.5
Special
Meetings of Members. Special meetings of the members may be called
by the President, the Chairman of the Board of Directors, or not less than two
Directors.
5.6
Place of
Meetings. The Board of Directors may designate any
place within Travis County, Texas, as the place of meeting for any annual
meeting or for any special meeting called by the Board. If the Board does not
designate the place of meeting, the President shall designate the place of
meeting.
5.7
Notice of
Meetings. Written or printed notice of any members'
meeting, including the annual meeting, will be delivered to each member
entitled to vote at the meeting by first-class
mail, hand-delivery, telefaxing, or emailing (to those members having email) at
his or her last known address not less
than ten (10), nor more than sixty (60) days before the date of the meeting.
The record date for determining the members entitled to notice of any meeting
of members will be ten days prior to the meeting. After fixing the record date,
the Board will cause to be prepared an alphabetical list of all members
entitled to notice of any meeting of members. Notice will be given by or at the
direction of the President or Secretary, 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.
5.8
Eligibility
to Vote. A member in good standing is entitled to vote
at a meeting of the members of the corporation. A member in good standing is
one who has paid all required fees and dues and is not suspended as of the date
ten days before the meeting.
5.9
Quorum. No minimum
number of members shall be required to transact business at a meeting of the Membership,
so long as notice of the date and time of the meeting and the agenda items to
be voted on at the meeting have been given to all members in good standing
prior to the meeting as provided in Paragraph 5.7.
5.10
Actions of
Membership. The membership will 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 law or the bylaws require a greater number. Voting will be by ballot or voice, except
that any election of Directors will be by ballot if demanded by any voting
member at the meeting before the voting begins.
5.11
Proxies Not
Allowed. Without the prior express consent of the
Board of Directors, a member entitled to vote at a meeting of members of the
corporation may note vote by proxy.
ARTICLE 6.
6.1 Contracts. The Board of Directors may authorize any
officer or officers or agent or agents of the Corporation, in addition to the
officers authorized by these Bylaws, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to
specific instances.
6.2 Checks and Drafts. 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 from time to time be determined by
resolution of the Board of Directors. In
the absence of such determination by the Board of Directors, such instruments
shall be signed by the Treasurer or by the President in the absence of the
Treasurer.
6.3 Deposits. All funds 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 select.
6.4 Gifts. The Board of Directors may accept on behalf
of the Corporation any contribution, gift, bequest, or devise for the general
operations of GCTC or for any special purpose of the Corporation.
ARTICLE 7.
The Corporation shall indemnify and hold harmless its Officers, Directors, employees, and agents from all suits, actions or claims of any character, type or description brought or made for or on account of any injuries to any person or persons, or damage to any property, arising out of, or occasioned by, the negligent acts, or failure to act, of GCTC, its Directors, Officers, agents, and/or employees which occur within the course and scope of the performance of their duties, so long as such activity does not involve fraud, defalcation, or collusion.
ARTICLE 8.
8.1 Books and Records. The Corporation shall keep correct and complete
books and records of account and shall also keep minutes of the proceedings of
its Members, Board of Directors, and committees of its Board of Directors, and
shall keep at the registered or principal office a record giving the names and
addresses of the Members entitled to vote at a meeting of the Members. All books and records of the Corporation may
be inspected by any member or his agent or attorney for any proper purpose at
any reasonable time.
8.2 Seal. The Board of Directors may provide a Corporate
Seal, which shall be in a professional and pleasing form.
8.3 Waiver of Notice. Whenever any notice is required to be given
under the provisions of the Texas Non-Profit Corporation Act or under the
provisions of the Articles of Incorporation or the Bylaws of the Corporation, a
waiver 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 and receipt of such notice.
8.4 Amendments to the Bylaws. The Amendment
of these Bylaws is reserved to the Membership.
Save and except as hereinafter provided, any term or provision of these
Bylaws may be amended or repealed in whole or in part by first obtaining an
affirmative vote of a majority of the Board of Directors, who will then submit
the proposed amendment to the Membership for adoption or rejection. The
Membership shall adopt an amendment at a called meeting where notice of the
proposed amendment has been given to the Membership prior to the meeting. An affirmative vote of a majority of the
Members in good standing at the meeting is required to adopt an amendment; however, any provision of these Bylaws which
concerns an action which requires more than a majority vote in order to
effectuate the action, shall require a like vote to amend or repeal that term
or provision. These Bylaws may only be
repealed in their entirety by the affirmative vote of three-fourths of the
Membership present at the meeting.
These
Bylaws were adopted by resolution of the Members of the Greater Central Texas
Council of the Navy League of the United States on the ____ day of
_________________, 2004. To witness
which, we have signed below.
Chairman,
Board of Directors
President
Secretary