IHS Bylaws
Approved at General Meeting on November 9, 2006.
Amended at General Meetings on May 6, 2007, Jan. 26, 2009, Apr. 14, 2011, May 6, 2012, Oct. 16, 2012, May 2, 2021, and May 7, 2023.
SECTION 1. The name of the Organization shall be the Irving Heritage Society. Its purposes, principal place of business, and 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. The Irving Heritage 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 1. BOARD OF DIRECTORS AND QUORUM.
(a) The Board of Directors, the organization’s governing body, consists of Officers and Directors, as those terms are further defined in Articles III and IV below.
(b) The Board of Directors shall at any given time consist of not less than 9 nor more than 25 members.
(c) One third of the Board of Directors shall constitute a quorum.
SECTION 2. BOARD OF DIRECTOR DUTIES. The Board of Directors is hereby vested with the control of all questions of policy, provided only that their actions shall be consistent with the Charter and Bylaws of the Irving Heritage Society, as amended from time to time. To the extent provided by law, the Board of Directors may delegate authority to act on behalf of the Irving Heritage 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 Irving Heritage Society.
SECTION 3. NOMINATIONS. At the April meeting of the Board of Directors, the Nominating Committee shall submit a slate of Officers and Directors for consideration at the final General Membership Meeting of the year.
SECTION 4. ELECTION. At the final General Membership Meeting of the year, the Officers and Directors shall be elected and shall take office June 1.
SECTION 5. VACANCY. In case of a vacancy between membership meetings, the Board of Directors may fill such vacancy by a majority vote, a quorum being present. Vacancies on the Board of Directors shall be filled for the length of the unexpired term.
SECTION 6. ATTENDANCE. A Board Member who fails to attend three consecutive Board Meetings without a valid excuse shall be automatically dropped from the Board of Directors, subject to reinstatement solely by resolution of the Board of Directors. Valid excuses include, but are not limited to: work, illness, family emergency, and vacation. A Board Member must notify the President or Administrator in advance if he/she will be unable to attend.
SECTION 7. BOARD OF DIRECTORS 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
member of the Board of Directors. The only persons eligible to vote at Board of Directors meetings are
current members of the Board of Directors and Past Presidents. Past Presidents may not make or second
motions at Board of Director meetings and do not count in establishing a quorum or in the maximum of
25 Board members established in the Charter or these Bylaws. Persons eligible to vote at Board of
Directors meetings must be present to vote; voting by proxy or appointment shall not be permitted.
SECTION 8. When necessary, all meetings may be held by remote electronic means such as teleconferencing or video conferencing and such attendance will satisfy quorum requirements and entitle
voting-eligible attendees to cast a vote.
SECTION 9. ATTENDANCE. When an issue arises that requires the vote of the Board of Directors or the Executive
Committee (including actions under Article III, Section 5 below), 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 the applicable body's members (i.e. to all members of the Board of Directors or of the
Executive Committee, as the situation requires); 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. The motion shall pass or fail when
a majority of the applicable body’s members have cast a proper vote for or against the motion by using a
“reply to all” function to cast a vote.
SECTION 10. EX-OFFICIO MEMBERS. Chairs and Co-Chairs of Standing or Special Committees may be
members of the Board of Directors, ex-officio, without vote. These individuals may not make or second
motions at Board of Director meetings and do not count in establishing a quorum or in the maximum of
25 Board members established in the Charter or these Bylaws.
SECTION 11. To the extent permitted by law, the Irving Heritage 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 Irving Heritage Society.
SECTION 1. OFFICERS. The elected officers shall be President, President-Elect, First Vice President (Membership), Second Vice-President (Programs), Third Vice-President (Projects), Recording Secretary, Corresponding Secretary, Treasurer and Historian. The immediate Past President shall automatically become the Parliamentarian, unless unwilling to serve.
SECTION 2. NOMINATIONS. The Nominating Committee shall present a slate at the April meeting of the Board of Directors 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. SECTION 3. ELECTIONS AND TERM LIMITS. 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. SECTION 4. 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; preside at meetings of the general membership, the Board of Directors and the Executive Committee. The president shall be an ex-officio member of all committees, except Nominating. The President shall appoint the Standing and Special Committee Chairs.
(b) President-Elect. The President-Elect shall assist the President in the manner requested, preside and assume all duties of the President in the event of absence or disability, and serve as Chair of both the Nominating Committee and the Bylaws Committee.
(c) First Vice President (Membership). The First Vice President (Membership) shall promote and accept memberships, report additions and deletions monthly to the Board and “Whistle Stop” Editor, and serve as Chair 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 and 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 of Directors.
(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 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.
(h) Treasurer. The Treasurer shall collect all dues and funds, keep a record of receipts and expenditures, furnish a full financial report at each meeting of the membership and the Board, and provide an annual report. The Treasurer shall provide documents for the internal and external review of all accounts.
(i) Parliamentarian. The Parliamentarian shall be 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.
SECTION 5. EXECUTIVE COMMITTEE. The Executive Committee, one of the Irving Heritage Society’s standing committees, shall include all Officers as defined in Article III, Section 1 above. The President shall be the Chair of the Executive Committee. A majority of the Executive Committee may act on all matters concerning the Irving Heritage Society between meetings of the Board.
(a) Directors shall be elected for a three-year term. A former Director may be re-elected to serve as a Director, after a year or more off the Board.
(b) One-third of the Directors shall be elected each year.
(c) Directors shall attend meetings of the Board of Directors and shall serve on at least one standing or special committee during their term.
SECTION 1. The Irving Heritage Society has the following classes of membership:
1. Regular (Family and Individual) Memberships. This membership may be granted upon written application and payment of dues and is entitled to one vote at general meetings of the Society membership.
2. Senior Citizen Memberships. This membership is open to any person 65 years of age or older upon written application and payment of dues and is entitled to one vote at general meetings of the Society membership.
3. Student Memberships. This membership is open to any student between 12 and 21 years of age upon written application and payment of dues and is entitled to one vote at general meetings of the Society membership.
4. Corporate Memberships. This membership is open to any corporate or business organization which makes written application and payment of dues and is entitled to one vote at general meetings of the Society membership.
5. Honorary Memberships. This membership shall be conferred upon an individual, family, or a group of persons who have contributed in an outstanding manner to the purposes of the Heritage Society. Past Presidents automatically become Honorary Members. Other candidates for Honorary Memberships shall be presented to the Chair of the Honors and Awards Committee then to the Board of Directors for final approval. Except for Past Presidents—who are each entitled to one vote at Board of Directors meetings and general meetings of the Society membership—honorary members are nonvoting members.
6. Life Memberships. 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.
7. Charter Members. Charter Members joined the Irving Heritage Society between January 1 and December 11, 1979 and are entitled to one vote at general meetings of the Society membership.
8. At both Board of Directors meetings and general meetings of the Society membership, a person eligible
to vote may vote only once, even if that person qualifies for multiple membership classes.
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.
SECTION 1. There shall be a minimum of two general meetings annually at such time and place as the
Board of Directors shall determine. Ten 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 15 members. Five days’ notice of such meeting shall be given to all
members. Any business may be transacted at any meeting whether or not 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 of the year, 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.
1. 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 he or she takes office in June and makes other committee appointments. The Committee shall prepare the slate of new officers.
2. 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.
3. By-Laws Revision Committee. The President-Elect shall be the Chair of this Committee with two other members appointed by the President.
4. Honors and Awards. This Committee shall consist of at least three members: First Vice President (Chair),
Recording Secretary, and Parliamentarian. Any member in good standing may make a confidential and
written nomination to the Chair 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 of Directors for final approval.
5. Trails and Markers. This Committee shall consist of a Chair and a number appointed for the purpose of designating and publicizing historic trails and sites for historical markers and recognition.
6. Yearbook. This committee shall consist of a Chair and a number appointed for the purpose of designing and publicizing the annual yearbook.
7. Finance Committee. This committee shall consist of a minimum of three past Presidents and two past officers 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.
The President may authorize unbudgeted expenditures up to $500 without board approval.
SECTION 1. Dissolution. 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 corporation, 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.
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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 of Directors, changes in the Bylaws require an affirmative vote of the majority of the members of the Irving Heritage Society present at a meeting of the General 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.
Roberts Rules of Order (Revised) shall be the authority on all questions regarding parliamentary procedure not covered in these Bylaws.
SECTION 2.The Board of Directors may establish and dissolve special committees.