BYLAWS OF THE
TEXAS AMATEUR RACQUETBALL ASSOCIATION, INC.
ARTICLE I.
Name
Section 1. Name of
the Corporation
The
name of this non-profit corporation is the Texas Amateur Racquetball
Association, Inc., hereinafter referred to as TXRA or the Association.
ARTICLE II.
Offices
Section 1. Principal
Office of the Association
The principal office of the Association
shall be maintained at
ARTICLE III.
Membership
Section 1. Qualifications
of Membership
Membership
in the Association shall be open to any individual, not otherwise barred from
membership by other provisions of these bylaws, upon payment of a fee to be
fixed by USA Racquetball. Such fee shall
include membership in USA Racquetball and membership in TXRA. In addition, the Board of Directors of the
Association, in its discretion, may fix other fees and assessments from time to
time, payment of which shall be requisite to membership in TXRA.
Section II. Rights of Membership
All
members shall have the right to vote, as set forth in the bylaws, on the
election of directors, on the disposition of all or substantially all of the
Association’s assets, on any merger and its principal terms, and on any
election to dissolve the Association.
Section III. Term of Membership
A
membership shall terminate on occurrence of any of the following events:
(a). Resignation
of the member;
(b). Expiration of the period of membership,
unless the membership is renewed before its expiration date,
(c). The member’s failure to pay dues, fees,
or assessments as set by the Board of Directors within thirty (30) day after
they are due and payable, or
(d). Termination or suspension of membership as
set forth under the provisions of these bylaws.
Section IV. Termination or Suspension of Membership
A
member may be terminated or suspended based upon the good faith determination
by the Board of Directors, or a committee or person authorized by the Board of
Directors to make such a determination, that the member has engaged in conduct
materially and seriously prejudicial to the Association’s purposes and
interests. If grounds appear to exist
for termination or suspension of a member, the following procedure shall be
followed:
(a). The
Board of Directors shall give the member at least fifteen (15) days prior
notice of such determination.
(b). The member shall be given an opportunity
to be heard, either orally or in writing, at least five (5) days before the
effective date of the proposed suspension or termination. The hearing shall be held, or the written
statement considered, by the Board of Directors or by a committee, or person
authorized by the Board of Directors to determine whether the suspension or
termination should occur.
(c). The Board of Directors, committee, or
person shall decide whether the member should be terminated or suspended. The decision shall be final.
ARTICLE IV.
Meetings of Members
The annual meeting
of the members of this Association shall be held at such place or time as the
President, or the Vice‑President in the absence of the President, may
designate, at which meeting directors shall be elected for the next year and
such other business transacted as may properly come before said meeting. Notice of the time, place and object of such meeting
shall be given by mail at least ten (10) days previous thereto at the last
address of each member as it appears upon the books of the Association. No business other than that mentioned in such
notice shall be transacted at such meeting except by the unanimous consent of a
quorum of the membership of the Association.
Section 2.
Special Meetings
All special meetings of the members
shall be held at the principal office of the Association or at such other place
as may be designated upon call by the President, by a majority of the directors,
or upon written request signed by not less than one‑tenth (1/10th) of the
members of the Association. At such
special meetings no other business shall be transacted except that mentioned in
the written call notice except by the unanimous consent of a quorum of the
membership of the Association.
Section 3. Quorum
At all meetings of members there
shall be present in person in order to constitute a quorum for the transaction
of business, members constituting not less than one-tenth (1/10th)
of the membership of the Association.
If, however, the attendance at any annual or special meeting is less
than that required to have a quorum, then the members may vote only on matters
as to which notice of their general nature was given.
Section 4. Conduct
of Meetings and Manner of Voting
The
President, or the Vice‑President in the absence of the President, shall
act as the chairperson of the meeting and the Secretary shall prepare a record
of the proceedings. Voting may be by
voice or by ballot, except that any election of directors must be by ballot
,however, such elections may be conducted by mail, facsimile transmission of
any combination of the two if so determined by the Board of Directors.
ARTICLE
V.
Board
of Directors
Section 1. Nominations
and Election
(a). The Board of Directors of the Association
shall appoint a committee to nominate qualified candidates for election to the
Board of Directors at least sixty (60) days before the date of election. The nominating committee shall make its
report at least thirty (30) days before the date of election, or at such other
time as the Board of Directors may set, and the secretary shall forward to each
member, with notice of meeting required by these bylaws, a list of all
candidates nominated and a determination of the voting method.
(b). When a meeting is held for the election of
directors, any member present at the meeting may place names in nomination.
(c). The Board of Directors shall formulate
procedures that allow a reasonable opportunity for a nominee to communicate to
members the nominee’s qualifications and reasons for the nominee’s candidacy, a
reasonable opportunity for the nominee to solicit votes, and a reasonable
opportunity for all members to choose among the nominees.
Section 2. Number
and Term of Directors
(a). The
directors of this Association shall be not less than six (6) nor more than fifteen
(15) in number and shall serve for three (3) years from the date of their
election or until their successors have been chosen, or until their removal as otherwise
provided for in these bylaws. Directors
terms shall be staggered in order that the terms of no more than one-third
(1/3) of those serving their elected terms may expire each year. Not withstanding the aforementioned,
directors, if elected, may serve consecutive terms. The exact number of directors shall be fixed
by a resolution adopted by the Board of Directors. A person must be a member to be a director.
(b).
Vacancies in the Board of Directors occurring during the year shall be filled
for the unexpired term by a majority vote of the remaining directors at any
special meeting called for that purpose, or at any regular meeting of the Board
of Directors, or, in default of such meetings, or action of the remaining
directors, may be filled by the members at any regular or special meeting.
(c). Any director or the entire Board of
Directors may be removed with or without cause, by a vote of the majority of
the members then entitled to vote at an election of directors, provided that a
quorum of the membership is present .
(d). In
the event the entire Board of Directors shall resign or die, any member of the Association
may call a special members' meeting in the manner provided in Article IV.,
Section 2., at which meeting a new Board of Directors may be elected, but no
other business shall be transacted except as set forth in said section.
Section 3. Meetings of the Board of Directors
(a). A
regular meeting of the Board of Directors shall be held at the termination of
the regular annual members' meeting.
Special meetings may be called by the President upon one day's notice,
verbally or in writing; and, such other special meetings shall be called by the
Secretary upon written request of any director. At any regular or special meeting of the Board
of Directors a majority of the Board of Directors shall constitute
a quorum for the transaction of business.
(b). Meetings
of the Board of Directors shall be held at the principal office of the Association,
but may be held, upon notice given each director, at any place designated by
the Board of Directors within or outside Texas where the convenience of the
directors will be promoted thereby.
(c). Any
action that the Board of Directors is required or permitted to take may be
taken without a meeting if all of directors consent in writing to the
action. Such action by written consent
shall have the same force and effect as any other validly approved action of
the Board of Directors. All such
consents shall be filed with the minutes of the proceedings of the Association.
ARTICLE VI.
Officers
Section 1. Offices
Held
(a). The
officers of this Association shall be a President, a Vice‑President, a
Secretary, a Treasurer and such subordinate officers as the Board of Directors may
determine to be necessary.
(b). At
the regular meeting of the Board of Directors held at the termination of the
annual members’ meeting, the directors
shall choose a President, a Vice-President, a Secretary, a Treasurer, and any
such subordinate officers as the Board of Directors may determine to be
necessary. Such officers shall serve until
the next annual election of officers or until their successors are appointed
and qualified. Any two or more offices
may be held by the same person.
Vacancies occurring among officers may be filled by the Board of
Directors for the unexpired term at any regular or special meeting. Without prejudice to the rights of any
officer, the Board of Directors upon two-thirds (2/3) vote may remove any
officer with or without cause.
(c).
The President shall be ex‑officio chairperson of all members' meetings. At each regular meeting of the members the President
shall submit a full statement of the operations of the Association for the
preceding year, and whenever required shall make a report of the condition of
the Association to the Board of Directors.
The President shall preside at all meetings of the Board of Directors. The President shall be responsible for
conducting the day-to-day operations of the Association and shall be ex‑officio
member of all committees appointed by the Board of Directors.
(d). The Vice‑President
shall fill the office of the President in the event of absence or incapacity to
act.
(e). The
Treasurer shall have custody of all funds and securities of the Association,
and shall deposit the same in the name of the Association in such bank or banks
as the Board of Directors may appoint. The Treasurer shall keep or cause to be
kept the books and accounts of the Association and shall at all reasonable times
exhibit the books and accounts to the inspection of any director or member upon
application during office hours at the office of the Association.
(f). The
Secretary shall keep the minutes of all meetings, proceedings and actions of
the Board of Directors and of the members meetings. The Secretary shall have charge of the
Association’s corporate records and shall look to the giving of all notices
required by the Bylaws.
(g). Each
of the officers of the Association shall make a report to the directors
whenever required, and to the members at the regular annual meeting, if
demanded.
ARTICLE
VII.
Insurance
Section 1. This
Association shall have the right, and shall use its best efforts, to purchase
and maintain insurance to the full extent permitted by law on behalf of its
officers, directors, employees, and other agents, to cover any liability
asserted against or incurred by any officer, director, employee, or agent in
such capacity or arising from the officer’s, director’s, employee’s, or agent’s
status as such.
ARTICLE
VIII.
Compensation
and Reimbursement
Section 1. Officers,
directors and members of committees shall receive no compensation for their
services as officers, directors and members of committees, however, the
Association may reimburse reasonable and necessary out of pocket expenses
incurred while in the act of performing their duties as officers, directors,
and members of committees. These
reimbursements shall be supported by legitimate receipts delivered to the
Treasurer and maintained in the records of the Association and shall be approved
by the Board of Directors.
ARTICLE
IX.
Nondiscrimination
Section 1. It
is the intention of this Association that its officers, directors, and agents
strive to determine its policies, conduct its business, and represent the
communities it serves without regard for race, religion, sex, age, national
origin, handicap, political identification, or rural or urban areas.
ARTICLE X.
Amendments
Section 1. The
Board of Directors shall have power to make, amend or repeal the Bylaws of the Association
by vote of the majority of all the directors of the Association at any regular
or special meeting, provided notice of intention to make such changes at said
meeting shall have been previously given each director. All Bylaws shall be subject to amendment,
alteration or repeal at any annual meeting of the members or at any special
meeting called for that purpose.
The undersigned
President and Secretary of Texas Amateur Racquetball Association, Inc., hereby
certify that the above and foregoing Bylaws were unanimously adopted and
approved by Unanimous Written Consent of the Board of Directors on the _18th_
day of _October_, 2004.
Robert
Sullins (Signature)_______
Secretary
APPROVED:
Annie Muniz___(Signature)________
President