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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.
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 REOCRDS
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 removes from the
premises.
ARTICLE XI
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 XV
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.
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