ARTICLE I: NAME AND LOCATION
1.1 Name. The name of this nonprofit organization shall be Austin Friends of Folk Art (hereinafter “Corporation”).
1.2 Office. The principal office of the Corporation shall be located in the City of Austin, County of Travis, in the State of Texas. The Corporation may have such other offices 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.
1.3 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 in the Stat of Texas, and the address of the registered office may be changed from time to time by the Board of directors.
ARTICLE II: PURPOSE
2.1 General Purpose. The Corporation is organized and operated exclusively for purposes as a non-profit corporation under the Texas Non-profit Corporation Act.
2.2 Primary Purposes. The Corporation is organized and shall be operated for the following purpose(s):
For civic, educational and charitable purposes related to the support, promotion, appreciation and development throughout Austin and Travis County, Texas of Folk Art from around the world.
ARTICLE III: MEMBERSHIP
3.1 Membership Qualification. Membership is open to persons who subscribe to the purposes of the Corporation, express an interest in these purposes, adhere to the terms and conditions of membership as prescribed in these bylaws or as prescribed by the Board of directors in conformity with these bylaws, and pay the dues prescribed by the Board of Directors in conformity with these bylaws.
3.2 Membership Privileges. Each member shall be entitled to: (1) participate
fully in and receive benefits from all programs and functions of the
Corporation; (2) have one vote on each matter submitted by the Board of
directors to a vote of the members; and (3) have one vote on the election of
Directors to the Board of Directors.
3.3 Effective Date of Membership. Membership shall be effective upon receipt of dues as prescribed by the Board of Directors in conformity with these Bylaws.
3.4 Dues. Dues are payable on or before the first day of the Corporation’s fiscal year and if not paid within thirty (30) days thereafter, the membership will cease, until such dues are paid. Various categories of dues and additional
benefits to be derives therefrom, if any, shall be as established by the Board
from time to time.
3.5 Resignation. Any member may resign by filing a written resignation with the Secretary of the Board of Directors.
3.6 Transfer of Membership. Membership in the Corporation is not transferable or assignable.
ARTICLE IV: MEETINGS OF MEMBERS
4.1 Regular Meetings. The Annual Meeting of the Corporation’s members for the election of Directors and the transaction of any business shall be held at, such place as designated by the Board of Directors. Written notice of membership meetings shall be mailed to all members at least ten (10) days before any such meeting. Notice may be provided by letter, postcard, or through a newsletter of the Corporation.
4.2 Special Meeting. Special Meetings of the corporation’s membership shall be called at any time when so directed by the Board of Directors. Notice of any such meeting and the purposes for which it is called shall be posted at the principal office and mailed to each member, in the same manner as provided for regular meetings, unless the Board of Directors shall declare emergency necessitates the giving of shorter notice.
4.3 Qualification for Voting. No person who is not a member in good standing
shall be entitled to vote at such meeting.
4.4 Proxy Vote. No proxy voting shall be allowed.
4.5 Voting for Directors. Where Directors are elected by members, such election may be conducted in such a manner as the Board of directors shall determine.
4.6 Quorum. Fifteen percent of the membership in good standing shall
constitute a quorum for the transaction of business at any membership
meeting of the Corporation, but a lesser number shall have power to adjourn
to a specified later date.
4.7 Procedures Resolution. Procedures for the conduct of meetings of the
Corporation’s membership shall be designated by the Board of Directors.
Any questions concerning parliamentary procedure at membership meetings
shall be determined by reference to Robert’s Rules of Order, unless otherwise directed by these bylaws.
4.8 Matters Subject to Membership Vote. The following matters shall require a vote of the Corporation’s membership: (1) the election of Directors at the annual membership meeting, as specified in Paragraph 5.3, titled Elections, below, and elsewhere in these bylaws; (2) any changes in membership dues which have been proposed and approved by a majority of the Board of directors, and (3) any amendment to these bylaws provided that such amendment has previously been approved by two-thirds vote of the entire Board of Directors, as specified in Article XIV, titled AMENDMENTS, below. At its discretion, a majority of the Board of Directors may submit any other matter to a vote of the membership, provided that notice of such vote is clearly included in the notice of the membership meeting at which such vote shall be taken.
4.9 Reports to the Membership. The President of the Board of directors (or designee) shall present a report on the operations and programs of the Corporation at each regular meeting of the membership.
4.10 Agendas. Written agendas shall be provided for each meeting. Agenda items for regular meetings must be submitted to the President at least fifteen days prior to the scheduled meeting: and completed agendas must be posted at the principal office of the corporation and mailed to each member at least ten days prior to the scheduled meeting. At the President’s discretion, urgent items may be added to t he agenda when presented to the President at least twenty-four hours in advance of the scheduled meeting.
ARTICLE V: BOARD OF DIRECTORS
5.1 Authority. The Board shall have control of and be responsible for the management of the affairs and property of the Corporation; shall have power to appoint an remove all officers in accordance with the provisions of Article VII of these bylaws, and to prescribe their duties, not inconsistent with the provisions of these bylaws to remove a Director from the Board for cause in accordance with the provisions of Paragraph 5.7 of these bylaws; and generally shall have full power to do, or require to be done, everything deemed necessary or expedient for the promotion and protection of the welfare of the corporation.
5.2 Number of Directors. The Board of Directors shall consist of five persons. The number of directors may be increased or decreased from time to time by amendment to the bylaws provided that the number shall not be less than three.
5.3 Elections. Director shall be elected by a plurality of the votes cast by ballot by members of the Corporation at the annual meeting of the membership designated for that purpose, or received by mail on or before the date of the annual membership meeting in the event of mail balloting.
5.4 Term of office of Directors. Each Director shall be elected for a term of two years. A Director, if elected, may serve three consecutive terms, upon the conclusion of which, the Director shall be eligible for re-election to the Board only after vacating the position for at least one two-year term. Terms of the Directors may be staggered, at the option of the membership or the board.
5.5 Vacancies. Any vacancy of the Board of directors may be filled by an election held by the remaining Directors. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.
5.6 Compensation. No member of the Board of directors shall receive any salary or pecuniary compensation for services as a Director but, subject to the approval of the Executive Committee, may be reimbursed for out-of-pocket expenses necessarily incurred in the discharge of duties as such.
5.7 Removal. The Absence of a Director from three regular meetings of the Board of Directors in a twelve month period shall be cause for the automatic removal from the Board unless, for good cause shown, this provision shall be waived by the Board of Directors.
5.8 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 by these bylaws.
5.9 Informal Action by directors. Any action required by law to be taken at a meeting of Directors, may be taken without a meeting pursuant to a consent in writing setting forth the action so taken and signed by all the Directors.
5.10 Financial Liability. Directors shall not be personally liable for debts incurred by the Corporation.
ARTICLE VI: MEETING OF BOARD OF DIRECTORS
6.1 Regular Meetings. The Annual Meeting of the Corporation’s Board of
directors for the election of Officers and the transaction of any other business shall be held immediately following the annual meeting of the members at which such Board is elected. Regular meeting of the Board of Directors shall be held at least monthly. Written notices of all regular meetings of the Board of Directors shall be mailed to all members of the Board and posted at the principle office of the Corporation at least five days before any such meeting. Notice may be provided in the form of letter, postcard, or through a Newsletter of the Corporation, or through inclusion in a mailed agenda.
6.2 Special Meeting. Special Meetings of the Board of Directors shall be called at any time by the Secretary, when so directed in writing by the President, or upon written request to the President of a Board member. Notice of any such meeting and the purposes for which it is called shall be posted at the principle office and mailed to each member of the board, in the same manner as provided for regular meetings, unless members of the Board requesting or consenting to such meeting shall declare that an emergency necessitates the giving of shorter notice. In such an emergency, notice of a Special Meeting may be given to members of the board by telephone, provided that written notice is also posted at the principal office of the corporation, and provided that notice is posted and given by telephone no less than forty-eight hours before the time of such Special Meeting. Notices of Special Meetings must clearly state the purposes of such meetings.
6.3 Agendas. Written agendas shall be provided for each meeting. Agenda items for regular meetings must be submitted to the President prior to the scheduled meeting; and completed agendas must be posted at the principal office of the Corporation and mailed to each member of the Board prior to the scheduled meeting. At the President’s discretion, urgent items may be added to the agenda when presented to the President at least twenty-four hours in advance of the scheduled meeting.
6.4 Quorum. A majority of the Board shall constitute a quorum for the
transaction of business at any meeting of the Board.
6.5 Voting. Unless otherwise specified in these bylaws, a majority of those
present and voting shall prevail in any Board action. In cases of time-sensitive issues, voting may be conducted by telephone or e-mail so long as each member is notified of the motion and the motion is passed by 2/3 of the full board and an accurate record of the issues and vote is maintained by the secretary.
6.6 Open Meetings. All meetings of the board shall be open to the membership, except that the Board may meet in closed session to discuss personnel matters or to receive outside legal counsel.
6.7 Procedures Resolution. Procedures for the conduct of meetings of the Board of Directors shall be designated by the Board. Any question concerning
parliamentary procedure at Board meetings shall be determined by reference
to Roberts Rules of Order, unless otherwise directed by these bylaws.
ARTICLE VII: OFFICERS
7.1 Officers. The Officers of the Board of directors shall be President, Vice-
Presidents (the number thereof to be determined by the Board of directors), a Secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this Article.
7.2 Election and Term of Office. The Officers of the Board shall be elected
annually by the Board of directors at the regular Annual Meeting of the
Board. If the election shall be held as soon thereafter as possible. New
officers may be created and filled at any meeting of the Board. Each officer
shall hold office until a successor shall have been duly elected and thoroughly informed of the duties.
7.3 Removal. The Board shall have the power to remove by majority vote and officer for failure to perform prescribed duties, as determined in a regularly scheduled meeting of the Board. Removal from an office does not constitute removal by the Board.
7.4 Vacancies. A vacancy in any office because of death, resignation,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
7.5 President. The President shall be the principal Executive Officer of the
Corporation and shall in general supervise and control all the business and
affairs of the Corporation, ensuring adequate communications with members
and interested parties on the Corporation’s activities. The President shall 1)
preside at all meetings of the Board of Directors, 2) develop an agenda for all meetings, 3) initiate and appoint special committees that may be required from time to time, 4) provide leadership required to assure adequate performance of duties assigned to the Board, officers and any committees.
7.6 Vice Presidents. At its discretion, the Board of Directors may elect other Vice Presidents from time to time, assigning special duties and functions to such Vice Presidents at the time of their election.
7.7 Treasurer. The Treasurer shall perform the following duties: 1) be responsible for the accounting records of the Corporation: 2) present monthly financial statements to the Board: 3) present an annual financial statement to the Board; and 4) in general perform all the duties as from time to time may be assigned by the Board of Directors.
7.8 Secretary. The Secretary shall perform the following duties: 1) insure that the minutes of all meetings of members of the Board are kept; 2) post the minutes of such meetings in the office of the Corporation; 30 issue required notices and agencies of all meetings of the Board; 4) be custodian of the Corporate records and of the seal of the Corporation; and 5) in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors.
ARTICLE VIII: COMMITTEES
8.1 Executive Committee. The Executive Committee shall consist of the President, the Vice President(s), the Treasurer, the Secretary, and one other Director elected by the Board of Directors. The immediate Past President shall serve, without vote, if not a member of the committee, as a consultant to the Executive Committee. The Executive Committee shall be responsible for dealing with matters of urgency that may arise between Board meetings. The committee shall meet at the discretion of the President.
8.2 Other Committees. Other committees may be appointed by the Board of Directors or the President.
8.3 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at meeting at which a quorum is present shall be the act of the committee.
8.4 Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE IX: FINANCIAL
9.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officer so authorized by these Bylaws, to enter into any contract or execute and deliver and instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
9.2 Checks and Drafts. All checks, drafts, or orders for the payment of money, notice 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.
9.3 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.
9.4 Gifts. The board of directors may accept on behalf of the Corporation any
contribution, gift, bequest, or devise for the general purposes or for any
special purpose of the Corporation.
ARTICLE X: 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 having any of the authority of the 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. A member may request in writing permission from the Board of directors, to examine the books and records of the corporation during regular office hours, provided that such books shall not be removed from the premises.
ARTICLE XI: FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XII: AMENDMENTS
These Bylaws may be altered, amended or repealed; and new bylaws may be adopted by a two-thirds (2/3) vote of the entire Board at any regular meeting or at any special meeting if at least fourteen (14) days written notice is given of intention to alter, amend, or repeal, or to adopt new bylaws at such meeting; provided only that any changes in these bylaws adopted by the Board of Directors shall be submitted to the members for ratification at the next annual meeting of the members.
ARTICLE XIII: INDEMNITY
15.1 Indemnity. The corporation shall indemnify any director or officer or former director or officer of the Statutes of Texas (or any revised, amended, or successor statue to such statute), against expenses actually and necessarily incurred in connection with the defense of any action, suit, or proceeding, whether civil or criminal, in which the person is made a party by reason of being or having been such director or officer, except in relation to matters as to which such person shall be adjudged in such action, suit or proceeding to be liable for misconduct in performance of duty.