BYLAWS OF THE AUSTIN CZECH HISTORICAL ASSOCIATION|
A NONPROFIT TEXAS ORGANICATION
(latest revision: January, 2010)
NAME AND OFFICE
The name of this organization shall be THE AUSTIN CZECH HISTORICAL ASSOCIATION
Registered Office and Registered Agent
This association 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 State of Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the corpoaration in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
This association is committed to the preservation and promotion of Czech culture.
Any person interested in the purposes of the association as set out in the Articles of Inorganization of the association may become a member upon payment of a minimal membership contribution and compliance with other requirement as may be determined and prescribed by the Board of Directors.
Classes of Members
The association shall consist of the following classes of members:
Regular: Individual (Each member shall be entitled to one vote)
Lifetime and Honory Lifetime: may be so designated by a majority vote of the Board of Directors.
Termination of Membership
The Board of Directors, by a majority vote of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing and may, by a majority vote, terminate the membership of any member who becomes ineligible or for just cause.
Any member may resign by filing a written resignation with the Secretary.
Upon written request by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote fo tw-thirds (2/3) of the members of the Board, reinstate such former members to membership on such terms as the Board of Directors may deem appropriate.
Any member in good standing, having paid his dues for the fiscal year, will be qualified to vote.
BOARD OF DIRECTORS
The Board of Directors consists of the elected offiers. The affairs of the association shall be managed by the Board of Directors and delivered, either by phone, e mail, or at the monthly to each member. The January meeting shall be designated as the Annual Meeting for the election of officers.
Content and decisions of Board of Directors meetings shall be reported to the general membership at the following monthly meeting.
Special meetings of the Board of Directors may be called by or at the request of the President or any two voting Directors. The person or persons authorized to call special meetings of the Board my designate any place for holding any special meetings of the Board called by them.
Quorum and Voting Privileges
A majority of the voting Directors will constitute a qorum for the transaction of business at any meeting of the Board; but if less than a majority of the voting Directors are present at said meeting, a majority of the voting Directors present may adjourn the meeting without further notice. The President of the Board will have no vote at Board of Directors meetings except in case of a tie vote.
Since the officers of the Association serve as the Board of Directors, any vacancy in the Board of Directors shall be filled by filling the corresponding vacant office position. (see ARTICLE 5, OFFICERS, Vacancies)
Directors as such shall not receive any salaries or any other compensation for their services.
The officers of the association shall be a President, Vice-President, Treasurer, Secretary, and such other officers as may be created by the Board of Directors.
Election and Term of Office
The officers of the organization shall be elected annually by a majority vote of the members present at the Annual Meeting. Each officer will serve a one year term. If the election of said officers cannot occur at the Annual Meeting, then such election shall be held as soon as thereafter as conveniently possible. New officers may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his/her successor had been duly elected, but one person cannot hold the same office for more than two consecutive terms.
Any officer elected by the membership may be removed from that office by a two-thirds (2/3) majority of members qualified to vote and present at a meeting, whenever in their judgement the best interests of the association would be served thereby.
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.
The President shall be the principal executive officer of the association and shall in general supervise and control all of the business and affairs of the association, except as it may be delegated to a separate Executive Secretary or Executive Director. S/He shall preside at all meetings of the Board of Directors. S/He may sign, with the Secretary or any other proper officer of the association as authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be excuted, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by stature to some other officer or agent of the association; and in generals/he shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors.
In the absence of the President or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subjedt to all the restrictions upon the President. The Vice President will be responsible for planning and implementing the program at each monthly meeting. The Vice President shall also perform such other duties as from time to time may be assigned to him/her by the President.
The Secretary shall keep correct minuted of all meetins of the membership and the Board of Directors and shall perform all the duties commonly incident to this office; s/he shall perform such other duties and have such other powes as the Board of Directors will from time to time prescribe. In the absence of the Secretary at a meeting, the President shall designate someone to carry out the functions of Secretary for that meeting. Treasurer The Treasurer shall have care and custody of the funds of the association and shall have and exercise, under the supervision of the membership, all powers and duties commonly incident to this office. S/He shall have the custody of all money, funds, and valuable papers and documents of the association,including the association's tax exempt documents. S/He shall deposit all assiciation funds in the accociation's financial institution(s). The amount in any one institution shall not exceed the amount which is insured by an agency of the federal governmment. S/He may endorse for deposit or collection all negotiable instruments and orders for the payment of money payable to the association or it order, and may accept drafts on behalf of the association. S/He shall keep accurate books of account of the association's transactions, which shall the be the property of the association, and together with all its property ub his/her possession, shall be subject at all times to the inspection and control of the membership. All checks, drafts, notes, or other obligations for the payment of money shall be signed as designated in ARTICLE 7, CONTRACTS, CHECKS, DEPOSITS, AND FUNDS. Checks and drafts in excess of one hundred dollars must be authorized in advance by the membership. The Treasurer is responsible for submitting a financial report at th end of the fiscal year.
The President may designate and appoint committees as needed. Committees shall keep regular minutes of their procedings and report the same to the Board when required. Committees consist of the following:
By no later than the November general meeting, the President shall appoint a committee of three members as a nominating/election committee for the election of officers at the January meeting. This committee shall nominate from the qualified membership a candidate for each office being voted on that year. This committee shall present its proposed slate of officers to the membership at the December meeting or, if circumstances prevent this, by email or mail at least three weeks before the Jauary meeting. The election will take place at the January meeting and besides the presented slate of officers, nominations from the floor may be entertained. This committee also shall be in charge of the election. Voting shall take place orally, by show of hands, or by secret ballot, as deemed appropriate by the committee. After voting has taken place, the committee shall tabulate the votes and certify the results to the President who shall then announce the results. The persons receiving the highest number of votes shall be elected officers for the new term, which begins immediately after the January meeting. This committee shall be the sole judge as to the validity of the election. The voting members present at the January meeting may by majority vote order a recount of the ballots. In such case, the President shall join the election committee for the recount.
The Publicity Committee shall be responsible for notifying the members and others interested in the Czech/Slovak culture of the association's monthly meetings and any special events sponsored by the association. The committee will also notify associatin members of any Czech/Slovak activities and events taking place in Central Texas. Finally, the committee shall also perfrom such other duties as the Board of Directors may prescribe.
Other special committees may be appointed by the President whenever deemed appropriate.
Term of Office
Each member of a committee shall serve no more than two consecutive years on any one committee without the approval of the general membership.
One member of each committee shall be designated chairperson by the President.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constiture a quorum and the act of a majority of the members present at a meeeting at which a quorum is present will be the acts of the committee.
Rules Each committee may adopt rules for its own government consistent with these bylaws or with rules adopted by the Board of Directors.
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
The Board of Directors may authorize any officers or agents of the association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association. Such authority may be general or confined to specific instances. Any contract which will require an expenditure in excess of a hundred dollars shall require the approval of a majority of the membership qualified to vote and present at a meeting.
Checks and drafts
All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the association shall be signed by the Treasurer and the President. The Vice President may sign in the place of the Treasurer or the President in their absence.
All funds of the association shall be deposited in a timely fashion to the credit of the organization in such banks, trust companies, or other depositors as the Board of Directors may select. (see ARTICLE 5, OFFICERS, Treasurer)
BOOKS AND RECORDS
The association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of it members, Board of Directors, and committees having any of the authority of the Board of Directors. It shall also keep a record of the names and addresses of the members entitled to vote at the registered or principal office. All books and records of the association may be inspected by any member of his agent or attorney for any proper purpose at any reasonable time.
At the November meeting the President shall ask the members present whether they desire an audit of the association's financial activities for the fiscal year. If the members vote for an audit, then at this same meeting it shall be decided what form the audit will take. The audit will be due at the Annual Meeting in January.
The fiscal year of the association will begin the first day of January and end on the last day of December.
Amount of Dues The Board of Directors, with the approval of the membership, may determine from time to time the amount of dues payable to the association by members. Payment of Dues Dues shall be collected once a year and shall be payable in November for the upcoming fiscal year so that a current membershhip list will be available for the voting at the January meeting.
AMENDENT TO BYLAWS
These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the votes cast of members qualified to vote and present at any regular meeting or at any special meeting, it notice is given by the time of the previous meeting of an intention to alter, amend, or repeal these bylaws or to adopt new bylaws.
The principal office of this association shall be at the primary residence of the Treasurer and other places as the Board of Directors may from time to time determine or that the affairs of the association may require.