By Laws
EAST MATAGORDA BAY FOUNDATION, INC.
BY-LAWS
ARTICLE I- NAME AND PURPOSE
Section 1- Name;
The name of the organization shall be The East Matagorda Bay
Foundation, Inc. It
shall be a non-profit, non-partisan and non-sectarian organization
incorporated under the laws of the State of
Section 2- Purpose;
The purposes of this organization are:
1.
To promote increased understanding and appreciation of the East
Matagorda Bay
Estuarine System and its tributaries,
2.
To promote conservation of the natural resources of the East
Matagorda Bay Estuarine System and its tributaries,
3.
To contribute to the usefulness of the East Matagorda Bay Estuarine
System and its tributaries for recreational and commercial purposes,
4.
To sponsor such activities and events as may contribute to the
general welfare of the East Matagorda Bay Estuarine System and its
tributaries, including but not limited to, litigation as necessary
to protect and enhance the East Matagorda Bay Estuarine System and
its tributaries,
5.
This organization is organized exclusively for charitable,
educational, civic, social and scientific purposes, pursuant to the
provisions of section 501(c) (3) of the Internal Revenue Code.
ARTICLE II- MEMBERSHIP
Section 1- Eligibility for membership:
Membership in this organization is open to anyone who
supports the mission of the organization.
Membership shall be granted after the completion and receipt
of a membership application and annual dues.
Section 2- Annual dues;
The amount for annual dues shall be $15.00 per person up to
December 31, 2007.
Payment of this amount shall make the member a Charter Member with
membership extending through Dec. 31, 2008.
As of January 1, 2008, annual dues for renewals and new
memberships shall be $10.00 per person, with renewals due each
January.
Section 3- Rights of membership;
Each member shall be entitled to one vote in all elections
during any membership meeting.
Section 4- Resignation and termination;
Any member may resign by filing a written resignation with
the secretary. A member can
have their membership terminated by a majority vote of the Board of
Directors.
ARTICLE III- MEETINGS OF MEMBERS
Section 1- Regular meetings;
Regular meetings of the members shall be held at a time and
place designated by the Board.
Section 2- Annual meetings;
An annual meeting of the members shall take place in the
month of November,1 the date and place to be designated
by the Board. At the
annual meeting, members shall elect directors and receive reports on
the activities of the organization.
Directors shall be elected by a simple majority of members
present. Directors
elected shall assume office the January following their election.
Section 3- Special meetings;
Special meetings may be called by the Board.
A petition signed by five percent of the membership may also
call a special meeting.
Section 4- Notice of meetings;
No notice shall be required for regular meetings unless the
ordinary meeting time has been changed.
Notice of changed regular meetings, special meetings and
annual meetings shall be given by announcement at regular meetings
prior to the changed meeting, email,
Section 5- Quorum;
The members present at any properly announced meeting shall
constitute a quorum.
Section 6- Voting;
All issues to be voted on at regular meetings shall be
decided by a simple majority of those present at the meeting in
which the vote takes place.
Voting to elect the directors at the annual meeting may be in
person at the meeting, or by e-mail, fax,
ARTICLE IV- BOARD OF DIRECTORS
Section 1- Board role, size and compensation; The board shall consist of five directors. The board is responsible for overall policy and direction of the organization and delegates responsibility for day to day operations to committees. The board receives no compensation other than reasonable expenses.
Section 2- Terms;
All directors shall serve two-year terms, with two directors’
terms expiring one year and three terms expiring the next commencing
with the annual meeting in 2009.
Directors are eligible for re-election for up to five
consecutive terms.
Section 3- Meetings and notice;
The board shall meet at an agreed upon time and place, with
notice given by phone or e-mail.
Presence at the meeting shall constitute receipt of notice.
Section 4- Board elections;
At the January meeting following the annual election of
directors, they shall elect, from amount their numbers, by simple
majority, a president, vice president, secretary, treasurer and
director at large.
Section 5- Quorum;
Three board members shall constitute a quorum for business
transactions to take place and motions to pass.
Motions shall be passed by a simple majority vote of the
entire board.
Section 6- Officers and duties;
There shall be four officers of the board, consisting of a
president, vice president, secretary and treasurer.
The fifth director shall be a director at large.
Their duties are as follows:
The president
shall convene board meetings, shall preside or arrange for other
directors to preside at board meetings and membership meetings in
the following order:
vice president, secretary, treasurer, director at large.
The vice president
shall serve in the president’s absence and shall chair committees as
directed by the board.
The secretary
shall be responsible for keeping records of board actions, including
the taking of minutes at all board and membership 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 receive and deposit all funds payable to the organization,
assist in the preparation of the budget, give a report at all board
and membership meetings, and shall make disbursements of
organizational funds as directed by the board.
Section 7- Vacancies;
When a vacancy on the board exists mid-term, the board shall
name a member to fill the vacant seat only until the end of the
particular member’s term.
Section 8- Resignation and termination;
Resignation from the board must be in writing and received by
the secretary. A board
member may be removed by a majority vote of the remaining directors.
Section 9- Special
meetings;
Special meetings of the board may be called upon request of
the president or two members of the board.
Notice of special meetings shall be given by the secretary by
phone or e-mail to all board members.
Presence at the special meeting shall constitute receipt of
notice.
ARTICLE V- COMMITTEES
Section 1- Committee formation;
The board may create committees as needed with committee
chairmen and members named from among members of the organization.
Section 2- Finance Committee;
The treasurer is the chair of the Finance Committee, which
shall include two other board members and two members chosen from
the organization’s membership.
The Finance Committee is responsible for developing and
reviewing fiscal procedures, fundraising plans and the annual
budget. The board must
approve the budget. Any
major changes in the budget must be approved by the board.
The fiscal year shall be the calendar year.
Annual reports showing income, expenditures and pending
income. The financial
records of the organization are public information and shall be made
available to the members, board members and the public.
ARTICLE VI- EXECUTIVE DIRECTOR
Section 1- Executive Director;
An executive director may be hired by the board.
The executive director has day-to-day responsibilities for
the organization, including carrying out the organizations goals and
policies. The executive
director will attend all board meetings, report on the progress of
the organization, answer questions of the board members, and carry
out the duties described in the job description.
The board can designate other duties as necessary.
ARTICLE VII- AMENDMENTS
Section 1- Amendments;
These by-laws may be amended when necessary by a two-thirds
majority of members attending a membership meeting called for that
purpose. Notice of such
meeting and changes proposed shall be given at least 30 days prior
to the meeting.
ARTICLE VIII- DISSOLUTION
Section 1- Dissolution;
In the event of the dissolution of this organization, the
assets of the organization shall be distributed for one or more
exempt purposes within the meaning of Section 501(c) (3) of the
Internal Revenue Code, or shall be distributed to the Federal
Government or to a non-profit organization in the Sargent area, law
permitting.2
ARTICLE IX- PARLIAMENTARY AUTHORITY
Robert’s Rules of Order, Revised, shall govern this organization in
all cases not covered by the by-laws when not inconsistent with
them.
By-Laws approved and adopted as amended at East
1
changed from “July”
2
changed from “local or state government for a public purpose“