BYLAWS
of the
MOUNTAIN STATES TEXAS LONGHORN ASSOCIATION
ARTICLE I
Principal Office
The principal office of the Mountain States Texas
Longhorn Association shall be located at the address of the incumbent Secretary
with such additional offices as may from time to time be established.
ARTICLE II
Membership and Membership Meetings
Section
1: Members
Membership in this organization
shall consist of (1) Active; (2)
Honorary;
(3)
Lifetime; and (4) Junior.
Active Membership: may be granted, upon payment of appropriate
fees, to those interested in promoting Texas Longhorn Cattle, and who have
attended two (2) Association events in the preceding year, and have been a
member for at least three (3) months. Individuals,
partnerships, corporations, organizations, governmental agencies, and estates
of deceased persons may become Active Members.
Honorary Membership: The Board
of Directors may award honorary memberships from time to time to those
individuals who merit special recognition for their efforts in furthering the
aims and objectives of the Organization.
Honorary members will not be required to pay dues.
Lifetime Membership: may be
granted, upon payment of appropriate fees, to any person who would otherwise
meet the qualifications of an Active Member.
The Lifetime memberships are restricted to individuals and voting rights
are contingent on participating in at least two (2) events in the preceding
year.
Junior Membership: may be
granted, upon payment of appropriate fees, to individuals up to 18 years of
age. A Junior member will have the
rights of membership except voting privileges.
Section
2: Method of Approval of Membership
Application for membership shall be
made in writing and shall be approved by the Treasurer.
Section
3: Annual Meeting
The annual meeting of the members of
the Organization for the election or ratification of Directors, and such other
business as shall come before it, shall be held at the time and place
designated by the Board of Directors, written notice given to the membership at
least two (2) months in advance of the meeting.
Section
4: Special Meeting
The President or a majority of the
Board of Directors may call special meetings of the Organization by giving
written notice to the membership of the
time and place of such meeting at least thirty (30) days in advance and of the
business to be transacted at such meetings, provided, however, that no business
shall come before special meetings except that specified in the call.
Section
5: Voting
Only currently paid up Active and
Lifetime members shall have voting privileges.
All Active members other than an individual shall designate in writing
one (1) person to act for the member, including but not limited to voting
rights. Said person acting for the member
will be recognized as representing the same until changed in writing. Active and Lifetime members must vote in
person or by mail-in ballot, not by proxy.
Each mail-in ballot shall (a) state the name of the member voting, (b)
how the vote is being cast, and (c) be signed by the member.
Section
6: Quorum
For the purpose of an election and
the transaction of other business, a Quorum shall consist of fifteen (15) or
more voting members or 30 percent (30%) of the total voting membership,
whichever is the least.
ARTICLE III
Board of Directors
Section
1: Powers and Duties
The business, property, and affairs
of the Organization shall be managed and controlled by the Board of
Directors. The Directors may delegate
certain of their duties to the Officers and agents of the Organization, but
such delegation shall not relieve the Board of Directors of responsibility for
any action with respect to such delegated duties.
Section
2: Number, Election, and Term of Office
(a)
The number of
Directors shall be nine (9) including the President, Vice President, Secretary,
and Treasurer who shall automatically serve as members of the Board of
Directors. Each Director shall be
elected by a majority vote of the members voting. Each Director shall serve from the time of
appointment until a successor has been appointed; or until death, resignation,
or removal.
(b)
The Directors,
other than the four officers, shall be
elected to a term of two (2) years, so that each year two, or no more than
three, of the Directors terms expire. No
one may serve more than five (5) consecutive years as a Director.
Section
3: Qualifications
Any member who has paid all dues to
the Organization and who agrees to attend at least three (3) of the regular
quarterly meetings of the Board shall be eligible to be elected a Director of
the organization.
Section
4: Vacancies
Any vacancy on the Board of
Directors caused by death, resignation, or removal of a Director may be filled
by a majority vote of the Directors then in office.
Section
5: Removal of Directors
Any one or more of the Directors may
be removed, either with or without cause, at any time, by a vote of eighty (80)
percent of the Directors then in office;
or by a majority vote of the members eligible to vote. Failure of a Director to attend three of the
regular meetings of the Board held during a calendar year shall be considered
cause for the removal of such Director.
Section
6: Meetings of the Board, Notice of
Board Meetings, and Waiver of Notice
(a)
There shall be two different types of Board
meetings, regular and special. The Board
meetings may be held where the Board determines by resolution.
(b)
At least four (4) quarterly Board meetings
shall be held each year at times specified by the Board. Additional regular meetings shall be held as
fixed by resolution adopted by the Board.
(c)
Special meetings of the Board shall be held
whenever called by the President or by a majority of the Directors, upon ten
(10) days written notice to the Directors.
Such written notice shall set forth the time and place of the special
meeting and the business to be conducted at the meeting. Only business specified in the notice may be
covered in the special meeting.
(d)
Whenever any notice of a meeting of the Board
of Directors is required to be given under provisions of law, under provisions
of these Bylaws, or other documents governing this Organization; a waiver
thereof in writing, signed by the person or persons entitled to such notice and
filed with the records of the meeting, whether before or after the holding
thereof, shall be equivalent to the giving of such notice.
Section
7: Quorum and Voting
(a)
A majority of
the number of Directors holding office shall constitute a Quorum for the
transaction of business. The acts of the
majority of the Directors present at a meeting of the Board of Directors, duly
called and at which a Quorum is present, shall be sufficient to take or
authorize action upon any matter which may properly come before the meeting
unless the agreement of a greater proportion for an action is required by these
Bylaws. There shall be no proxy voting
at a Board Meeting. Any Director may
call for a hand vote or written ballot.
If, at any meeting of the Board of Directors, there shall be less than a
Quorum present, a majority of those present may adjourn the meeting, without
further notice, until a Quorum is present.
(b)
Any action required or permitted at a meeting
of the Board of Directors, may be taken without a meeting if a consent in
writing, setting forth such action, is signed by all of the Directors, and such
written consent is filed with the minutes of the proceedings of the Board. Such consent shall have the same force and
effect as a unanimous vote.
Section
8: Compensation
Directors and members of any
committee of the Board of Directors shall not be compensated for their services
as Directors or committee members, provided the foregoing shall not prevent a
Director or committee member from serving the Organization in any other
capacity and receiving compensation for such other services only upon specific
authorization of the Board of Directors.
ARTICLE IV
Officers
Section
1: Specification of Officers
The officers of the Organization
shall be a President, a Vice President, a Secretary, a Treasurer, and such other Officers as the Board of
Directors may from time to time designate.
The President, Vice President, Secretary and Treasurer shall be voting
members with the Board of Directors.
Section
2: Election and Term of Office
(a)
The President, Vice President, Secretary, Treasurer, and other Officers designated by the Board of
Directors shall be elected by a majority of the votes of the Active and Life
members eligible to vote. Each shall
serve for a term of one (1) year, until a successor is chosen and qualified, or
until the Officer dies, resigns, or is removed.
(b)
The Officers of the Organization may be
re-elected to additional terms of office as long as the Officer will not be
serving more than five (5) consecutive years as an Officer and/or Director.
(c)
An Officer elected to fill a vacancy caused
by the death, resignation, or removal of an Officer shall be elected only for
the remainder of the unexpired term of the predecessor.
Section
3: Removal of Officers
Any Officer may be removed from
office by a resolution adopted by a majority of the Directors then in office or
a vote of the eligible members whenever, in their judgment, the best interest
of the Organization will be served; but the removal shall be without prejudice
to the contract rights, if any, of the person removed. Election of an Officer shall not itself
create contract rights.
Section
4: Duties and Powers
(a)
President:
The President shall develop an agenda for and preside over all meetings
of the Board of Directors. The
President shall have primary responsibility for all matters relating to
carrying out Organization policy. The
President shall perform other duties incident to the office of President,
including representation of the Organization in the public domain, and shall
perform such other duties and have such other powers as the Board of Directors
may prescribe. If the President is
unable to serve, the Vice President, Secretary, and Treasurer shall be
authorized, in that order, to act in place of the President.
(b)
Vice
President: The Vice President shall, in
the absence of the President, or during the President’s inability to serve (as
determined by majority vote of the Board of Directors, not counting the votes
of the President and Vice President), preside in the President’s place at all
meetings of the Board and be vested with all the powers and responsibilities of
the President.
(c)
Secretary: The Secretary shall attend and keep minutes
of all meetings of the Board of Directors, issue proper notice of all meetings,
perform all other duties incident to the office of Secretary, perform other
duties and have powers prescribed by the Board of Directors.
(d)
Treasurer: The Treasurer shall keep a correct and
complete set of books, records of account of all business and transactions of
the Organization, perform all other duties incident to the office of Treasurer,
and perform other duties and have powers prescribed by the Board of Directors.
ARTICLE V
Committees
The Board of Directors may, by
resolution, appoint one or more committees, each committee shall have members
of the Board of Directors as its Chairman or Co-Chairman, if any. No such additional Committee shall have or
exercise the authority of the Board of Directors in the management of the
Organization.
ARTICLE VI
Seal
The Organization may have a Seal of
such design as the Board of Directors may adopt. If adopted, the custody of the Seal shall be
with the Secretary, who shall have authority to affix the Seal to all
instruments where its use is required.
ARTICLE VII
Fiscal Year
The fiscal year of the Organization
shall be the twelve (12) month period ending on 31 December of each year.
ARTICLE VIII
Books and Records
The Secretary and Treasurer shall,
respectively, keep a correct and complete set of books, records of account of
all business and transactions of the Organization, and the minutes of the
proceedings of the Board of Directors and committees at the principal office
(Secretary’s residence) of the Organization, except that the Treasurer may
maintain appropriate books, records, and
accounts at the Treasurer’s residence to be produced at the request of the
President or Board of Directors.
ARTICLE IX
Loans to Directors and Officers
Prohibited
No loan shall be made by the
Organization to a Director or Officer.
The Directors of the Organization who vote for or assent to making a
loan to a Director or Officer of the Organization, and any Officer or Officers
participating in the making of such a loan, shall be jointly and severally
liable to the Organization for the amount of such loan until the repayment
thereof.
ARTICLE X
Indemnification
The Organization shall indemnify
each Director, Officer, former Director, or former Officer of the Organization
against any expenses actually and necessarily incurred in connection with the
defense of any action, suit, or proceeding in which he is made party by reason
of being or having been such Director or Officer, except in relation to matters
as to which he shall be adjudged in such action, suit, or proceeding to be
liable for gross negligence or willful misconduct in the performance of a
duty. The indemnification provided for
shall not be deemed exclusive of any other rights to which such Director or
Officer member may be otherwise entitled.
ARTICLE XI
Amendments of the Bylaws
These Bylaws may be altered,
amended, or repealed, in whole or in part, or additional Bylaws may be adopted,
by a vote of eighty (80) percent of the Directors or a majority vote of the
members eligible to vote and present at a meeting provided proper notice of the
meeting was given (not less than thirty (30) days notice of the time, place,
and business to be conducted) and precise wording of the proposed change(s) is
provided in the meeting notice.