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.
The corporation may have such principal office within the State of Texas as the Board of Directions may determine or as the affairs of the corporation may require from time to time. The corporation shall have and continuously maintain identical with such registered office, as required by the Texas Non-Profit Corporation Act.
Section 1: Member(s) of the corporation shall be an individual, a family, a business entity or an organization having paid the dues provided in Article VII, Section 1.
Section 2: Each individual member over the age of twenty-one (21) shall be entitled to one (1) vote on each matter submitted to a vote of the members. Each family membership shall be entitled to one (1) vote on each matter submitted to a vote of the members. Families, Businesses and organizations who are members shall be permitted to cast one (1) vote to be placed by their duly authorized representative on each matter submitted to a vote of the members. Any member or entity shall be entitled to only one (1) vote on each matter submitted to a vote of the members regardless of the number of memberships held.
Section 3: The Board of Directors, by affirmative vote of two-thirds (2/3) 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 member who becomes ineligible for membership or expel any member who has been suspended for non-payment of dues as described in Article VII of these by-laws.
Section 4: Resignation. Any member may resign by filing a written resignation or electronic notice with the Secretary. 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 5: Transfer of Membership. Membership in this corporation is not transferable or conveyable.
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 transaction of such other business as may come before the membership at the meeting.
Section 2: Special Meetings. Special meetings of the members may be called by the President, one-third (1/3) of the Board of Directors or not less than one-tenth (1/10) of the members having voting rights.
Section 3: Location. 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 (1/10) of the members in good standing shall constitute a quorum and shall be necessary to conduct the business of the corporation; 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.
Board of Directors
Section 1: General Powers. The affairs of the corporation shall be managed by its Board of Directors.
Section 2: Number, Tenure and Qualifications. The number of Directors shall be nine (9) and no less than five (5). Each Director shall be elected to serve for a three (3) year term. A Director shall be eligible for re-election at the Annual Meeting (Article III, Section 1). Directors shall be residents of the State of Texas, 21 years of age or older and a member in good standing of the corporation. No two (2) Directors shall serve on the Board of Directors within a third degree of consanguinity or within a second degree by affinity.
Section 3: Regular Meeting. A regular meeting of the Board of Directors shall be held without notice other than this by-law. The Board of Directors may provide by resolution the time and place for holding of meetings of the Board without notice other 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, telephone or newspaper.
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 that occurs on the Board of Directors following the Annual Meeting shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the term of his predecessor in office.
Section 9: Compensation. Directors of this corporation shall serve without compensation.
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 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 members 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 taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and 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 no later than sixty (60) days after the annual meeting.
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.
Contracts, Checks, Deposits and Funds
Section 1: Contracts. The Board of Directors may authorize any officer or officers, agents 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 payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agents 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, gifts, bequest or devise for the general purposes or for the special purpose of the corporation.
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.
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 the first (1st) quarter of each 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.
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.
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 to the general membership of intention to alter, amend or repeal or to adopt new by-laws at such meeting.
A two-thirds (2/3) 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 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.
These by-laws were approved at a meeting of the Board of Directors of the GUADALUPE RIVER ASSOCIATION, INC. on the 23rd day of October, 2014.
In witness thereof, the undersigned have made and subscribed to these by-laws of the GUADALUPE RIVER ASSOCIATION, INC.
Bret Barnett Karen Frost
Guadalupe River Association, Inc.
P.O. Box 54
Spring Branch, Texas 78070-0054