Bylaws of the
Irving Heritage Society
Approved at General Meeting on November 9, 2006;
amended at General Meetings on May 6, 2007,
January 26, 2009, April 14, 2011,
May 6, 2012 and on October 16, 2012
ARTICLE I - GENERAL
Section 1. The name of the Society, its purposes, its principal place of business, its terms of existence are set forth in the Articles of Incorporation of the Society, filed and approved by the Secretary of State of Texas. Such purposes shall be the preservation and accumulation of local history and support of educational and civic enterprises concerned with history and cultural heritage. This society shall at all times be non-political, non-partisan, and non-profit.
Section 2. Unless otherwise changed by the Board of Directors, the fiscal year is hereby established from June 1 to May 31 of the following year.
Section 3. In the event of the dissolution of the corporation, and prior to the completion thereof, all liabilities and obligations of the corporation shall be paid, satisfied and discharged, and all of the remaining assets, property and income owned or held by the corporations, by transferring and merging such assets, property and income in one or more corporations or organizations organized and operated exclusively for religions, charitable, scientific, literary or educational purposes, to which exemption for income taxes has been granted under Section 501 (c) (3) of the Internal Revenue Code of 1954 (other corresponding provision of any future United States Revenue Law), and no part of such remaining assets, property or income shall be distributed to members or to any other persons whatsoever.
ARTICLE II - OFFICERS
Section 1. Officers. The officers shall be President, President-Elect, First Vice President (Membership), Second Vice-President (Programs), Third Vice-President (Projects), Recording Secretary, Corresponding Secretary, Treasurer, Historian, and Parliamentarian. Any other or additional officers created from time to time, as provided for herein, shall be members of the Board.
Section 2. Nominations. The Nominating Committee shall present a slate at the April meeting of the Board, and to the general membership at the final general meeting of the year, designating a nominee for each office. At that time, additional nominations may be made from the floor. New officers shall take office on June 1.
Section 3. Election. Officers shall be elected at the final general meeting of the year and take office on June 1. Officers shall serve for one year, or until their successors are elected and qualified. No officer shall serve more than three consecutive years in the same office, except for Treasurer and Historian, who may serve for five years. The Past President shall automatically become the Parliamentarian, unless he/she is unwilling to serve.
Section 4. Eligibility. If a director who has served a full term is elected as an officer, his/her term as a Director shall automatically be extended for the length of the term of that office.
Section 5. Duties. The duties and authorities of each officer shall be those usually pertaining to the office.
(a) President. The President shall be the executive officer, shall preside at meetings of the general membership, the board and the Executive Committee, and shall be a member ex-officio of all committees, except Nominating. The President shall appoint the Executive Committee and the chairman of regular and special committees.
(b) President-Elect. The President-Elect shall assist the President in the manner requested; shall preside and assume all duties of the President in the event of absence or disability; shall be Chairman of the Bylaws and Revisions Committee, and shall be Chairman of the Nominating Committee.
( c ) First Vice President (Membership). The First Vice-President (Membership) shall promote and accept memberships; shall report additions and deletions monthly to the “Whistle Stop” Editor; and shall serve as Chairman of the Honors and Awards Committee.
(d) Second Vice President (Programs). The Second Vice-President shall plan the general meetings and any special general meetings approved by the Board. The Second Vice-President shall be responsible for purchasing and presenting a gift to the retiring President.
(e) Third Vice-President (Projects). The Third Vice-President shall be in charge of a fund-raising project, if the Board of Directors sees need of one, the nature of which is to be planned by the Third Vice-President and approved by the Board.
(f) Recording Secretary. The Recording Secretary shall keep the minutes of the meetings of the membership and the Board; keep a file of all reports and serve on the Honors and Awards Committee.
(g) Corresponding Secretary. The Corresponding Secretary shall conduct the correspondence of the Society.
(h) Treasurer. The Treasurer shall collect all dues and funds, keep a record of receipts and expenditures and furnish a full financial report at each meeting of the membership and the Board. The Treasurer shall provide an annual report including an audit of all accounts.
(i) Parliamentarian. The Parliamentarian shall be the Immediate Past President, unless he/she is unwilling to serve. He/she is responsible for the proper conduct of meetings. The Parliamentarian shall serve on the Honors and Awards Committee.
(j) Historian. The Historian shall keep all permanent records and maintain a scrapbook of activities.
ARTICLE III - EXECUTIVE COMMITTEE
Section 1. An Executive Committee shall consist of (8) members of the Board consisting of the President, President-Elect, First Vice President, Second Vice President, Third Vice President, Recording Secretary, Treasurer and the Immediate Past President. The President shall be the Chairman of the Executive Committee.
Section 2. A majority of the Executive Committee may act on all matters concerning the Society between meetings of the Board.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. Directors and Quorum. The number of Directors (including Officers) shall at any given time be not less than nine (9) nor more than twenty-five (25) as the Board in its sole discretion may decide.
Directors shall be elected for a three-year term. After a year or more of absence, a former Director may be re-elected to the Board. One-third of the elected Directors shall constitute a quorum. One-third of the Board Members who are not also officers shall be elected each year.
Section 2. Nomination. At the April meeting of the Board, the Nominating Committee shall submit a slate of Directors.
Section 3. Election. At the final general membership meeting of the year, the directors shall be elected and shall take office June1.
Section 4. Vacancy. In case of a vacancy, in any office or directorship between membership meetings, the Board may fill such vacancy by a majority vote of the Directors, a quorum being present. Vacancies on the Board will be filled for the length of the unexpired term.
If a Board member becomes an officer, his/her seat on the Board shall be considered vacant and shall be filled as stated above for the length of the unexpired term. The new officer shall then serve on the Board for the length of time he/she serves as an officer.
Section 5. Attendance. A Director who fails to attend three consecutive Board meetings without a valid excuse shall be automatically dropped from the Board, subject to reinstatement solely by resolution of the Board. Valid excuses include, but are not limited to: work, illness, family emergency, and vacation. A Director must notify the President or another officer in advance if he/she will be unable to attend.
Section 6. Meetings. The Board of Directors shall meet once a month except in July unless the Executive Committee deems the July Meeting necessary. Special meetings may be called by the President or any five Directors acting jointly, provided three days prior notice is given to each Director.
Section 7. Duties. The Board of Directors is hereby vested with the control of all questions of policy, provided only that the action of the Directors shall be consistent with the Charter and By-Laws of the Society, as amended from time to time. To the extent provided by law, the Directors may delegate authority to act on behalf of the Society to any officer or committee, and at any time may withdraw from such officer or committee the authority thus delegated. The Board of Directors shall have the authority to hire and fire staff, create job descriptions and otherwise set policies and procedures for the day-to-day operation of the Society.
Section 8. When necessary, a Director and members of the Executive Committee may attend meetings of their respective bodies by remote electronic means such as teleconferencing or video conferencing and such attendance will satisfy quorum requirements and entitle the Director to cast a vote by such remote communication.
Section 9. When an issue arises that requires the vote of the Board, the President and at least one other officer may, on an emergency basis, present a motion by means of e-mail communication. The message must be sent to all members of the body; it must present sufficient facts to permit an informed vote; it must present a question in the form of a motion (e.g., “The President moves for approval of the following action: ….”); and it must set a deadline to vote of not less than 24 hours, unless circumstances, in the good faith judgment of the President, requires a shorter deadline. Directors must use a “reply to all” function to cast his or her vote. The motion shall pass or fail when a majority of Directors members have cast a proper vote for or against the motion.
When an issue arises that requires the vote of the Executive Committee (including actions under Article III, Section 2 above), the President and at least one other officer may, on an emergency basis, present a motion by means of e-mail communication. The message must be sent to all members of the body; it must present sufficient facts to permit an informed vote; it must present a question in the form of a motion (e.g., “The President moves for approval of the following action: ….”); and it must set a deadline to vote of not less than 24 hours, unless circumstances, in the good faith judgment of the President, requires a shorter deadline. Directors must use a “reply to all” function to cast his or her vote. The motion shall pass or fail when a majority of Executive Committee members have cast a proper vote for or against the motion.
Section 10. Ex-Officio Members. Chairmen and Co-Chairmen of standing or special committees may be members of the Board, ex-officio, without vote. These individuals do not count in the maximum of 25 Board members established in the Charter.
Section 11. To the extent permitted by law, the Society will indemnify and hold Directors and Officers harmless for all claims that arise out of the good faith discharge of their duties in connection with the governance and business of the Society.
ARTICLE V - CLASSES OF MEMBERSHIP
Section 1. There shall be five (5) classes of membership in this Society.
1. Regular (Family and Individual) Memberships. These memberships may be accepted upon written application and payment of dues and are entitled to one vote at general meetings of the Society membership.
2. Student Memberships. These memberships are open to any student between twelve (12) and twenty-one (21) upon written application and payment of dues. These members are entitled to one vote at general meetings of the Society membership.
3. Senior Citizen Memberships. These memberships are open to any person sixty-five (65) years of age or older upon written application and payment of dues and are entitled to one vote at general meetings of the Society membership.
4. Life Memberships. New Life memberships are no longer available. All current Life memberships will remain in effect and are entitled to one vote at general meetings of the Society membership.
5. Corporate Membership. These memberships are open to any corporate or business organization which makes written application and payment of dues and are entitled to one vote at general meetings of the Society membership.
6. Honorary Memberships. These memberships shall be conferred upon an individual, family, or a group of persons who have contributed in an outstanding manner to the purposes of the society. All Past Presidents shall automatically become Honorary Members. Candidates shall be presented to the Chairman of the Honors and Awards Committee then to the Board for final approval. These are nonvoting members, except that Past Presidents are entitled to one vote at board meetings as well as general meetings of the Society membership.
7. Charter Members are those who joined the society between January 1 and December 11,1979.
ARTICLE VI - DUES
Section 1. The membership period shall begin June 1 each year and shall end May 31 of the following year.
Section 2. Membership dues per year shall be as follows:
Section 3. Members whose dues are not received by July 1 of each year might not be listed in the yearbook.
ARTICLE VII - MEETINGS
Section 1. There shall be a minimum of two (2) general meetings annually, preferably, one each quarter of the year, at such time and place as the Board of Directors shall determine. Ten (10) days in advance of each meeting, notice of time and place shall be given to all members. In addition, special called meetings may be held as the Board of Directors shall determine or by written request of fifteen (15) members. Five days notice of such meeting shall be given to all members. Any business may be transacted at any meeting whether or nor included in the notice. The general membership shall receive reports of the President and such members of the Executive Committee as the President may deem appropriate.
Section 2. The members present at any general meeting shall constitute a quorum. Members must be present to vote; voting by proxy or appointment shall not be permitted.
Section 3. During the final general membership meeting, the members present shall vote on the slate of officers submitted for their consideration by the Nominating Committee. The members in attendance may nominate individuals from the floor.
ARTICLE VIII - COMMITTEES
Section 1. Standing Committees.
(a) Nominating. The President shall appoint a Nominating Committee of five (5) persons, consisting of the President Elect, two (2) members from the Board of Directors and (2) members from the General Membership. This shall be done at the time her or she takes office in June and makes other committee appointments. The Committee shall prepare the slate of new officers.
(b) Heritage House. This committee shall be in charge of all activities, acquisitions, and needs of the Heritage House, excepting maintenance of the house and property.
(c) By-Laws Revision Committee. The President-Elect shall be the chairman of this Committee with two other members appointed by the President.
(d) Honors and Awards. This Committee shall consist of at last three members: First Vice President (Chairman), Recording Secretary, and Parliamentarian. Any member in good standing may make a confidential and written nomination to the Chairman of the Honors and Awards Committee. The written nomination should include the nominee's name, address, phone number and at least one statement of the outstanding merit or reason for the nomination for Honorary Member. The Committee will review and present the name(s) to the Board for final approval by the Board.
(e) Trails and Markers. This Committee shall consist of a Chairman and a number appointed by him/her for the purpose of designating and publicizing historic trails and sites for historical markers and recognition.
(f) Yearbook. This committee shall consist of a Chairman and a number appointed by him/her for the purpose of designing and publicizing the annual yearbook
(g) Finance Committee. This committee shall consist of a minimum of (5) Past Presidents appointed by the President. The purpose of this committee is to work with the Treasurer in developing the budget and to review/develop investment options. The committee shall also review the financial records of the Irving Heritage Society on an annual basis. Committee reports shall be provided to the Board for further action, if needed.
ARTICLE IX - AUTHORIZING EXPENDITURE
The President may authorize unbudgeted expenditures up to $500 without board approval.
ARTICLE X – AMENDMENT AND SEVERABILITY
Section 1. These Bylaws may be amended at any time, in any way consistent with the Charter of the Corporation. Once reviewed by the Board, changes in the Bylaws require an affirmative vote of the majority of the members of the society present at a meeting of the membership.
Section 2. In the event that any provision of these Bylaws may be determined to be in violation of Texas law or provisions of the Society’s Articles of Incorporation, the remaining provisions shall remain in full force and effect and, to the extent permitted by law, any such violating provision may be judicially amended to accomplish the purpose intended and to fulfill the purpose of the Society.
ARTICLE XI - PARLIAMENTARY RULE
Roberts Rules of Order (Revised) shall be the authority on all questions regarding parliamentary procedure not covered by these By-Laws.