THE AMERICAN HERALDRY SOCIETY, INC.
These By-Laws govern the affairs of The American Heraldry Society, Inc., a nonprofit corporation.
1.1 Principal Office. The Society’s principal office is located at Austin, Texas. The Society may have such other offices, in Texas or elsewhere, as the Board of Governors may determine. The Board may change the location of any office of the Society.
1.2 Registered Office and Registered Agent. The Society will maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Society’s principal office in Texas, if any. The Board may change the registered office and the registered agent as permitted in the Texas Business Organizations Code.
2.1 Five Classes of Members. The Society has five classes of members: regular, family, student, supporting, and honorary.
(1) Regular Membership. Regular membership is open to any natural person aged 18 years or older.
(2) Family Membership. Family membership is available to two or more natural persons living at the same address.
(3) Student Membership. Student membership is available to any natural person under the age of 18 years and any person between the ages of 18 and 25 years old who is a full-time student at an accredited institution of higher education.
(4) Supporting Membership. Supporting membership is available to any entity or natural person who does not qualify for a regular, family or student membership.
(5) Honorary Membership. Honorary membership is available to any entity or natural person named by the Board. An honorary member may also be a member of another class if the honorary member meets the qualifications for that class.
2.2 Admitting Members and Renewing Membership. (a) The Board admits all persons and entities to initial membership in the Society. The Board shall not admit a natural person to membership if the person does not agree to:
(1) support the Society’s purposes as stated in the certificate of formation;
(2) observe the requirements of the certificate of formation and these By-Laws; and
(3) consent to the conduct of all meetings, including the annual meeting, by any electronic means as permitted by the Texas Business Organizations Code.
(b) The Board may adopt and amend application procedures for membership in the Society.
(c) A member renews membership by paying all required fees and dues.
(d) The Board may delegate by resolution any of its powers, duties, and responsibilities under this section to the Director of Membership.
2.3 Membership Fees and Dues. (a) The Board sets the annual dues payable to the Society by members of each class.
(b) Dues are payable in advance on January 1st of each fiscal year.
(c) Dues are in arrears on March 31st of each year.
(d) If a person becomes a member of the Society after the first day of August, the person is not required to pay dues until the first day of January of the second year of membership.
2.4 Certificates of Membership. The Board may provide for issuing certificates evidencing membership in the Society.
2.5 Voting Rights. Voting rights are allocated as follows:
(1) Regular Class. Each person that is member of the regular class is entitled to one indivisible vote on each matter submitted to a vote of the members.
(2) Family Class. Each family that is a member of the family class is entitled to one indivisible vote on each matter submitted to a vote of the members.
(3) Student, Supporting and Honorary Classes. Each member of the student, supporting, and honorary classes does not have a vote on any matter submitted to a vote of the members.
2.51 Disputes Between Members. In any dispute between members relating to the Society’s activities, all parties involved will cooperate in good faith to resolve the dispute. If the parties cannot resolve a dispute among themselves, they will cooperate to select one or more mediators to help resolve it. If no timely resolution of the dispute occurs through mediation, any party may demand binding arbitration pursuant to Chapters 171 and 173 of the Civil Practice and Remedies Code only if the parties have met together with a mediator. This paragraph does not apply to a dispute involving the Society as a party relating to sanctioning, suspending, or expelling a member from the Society. The Board has discretion to authorize using corporate funds for mediating or arbitrating a dispute described in this paragraph.
2.6 Disciplining Members. (a) The Board may impose appropriate discipline on a member for good cause.
(b) In imposing discipline, the Board may:
(1) impose reasonable sanctions, including a public or private reprimand, on a member; or
(2) suspend or expel a member from the Society.
(c) The Board may not suspend a member for more than two weeks or expel a member without giving the member adequate notice and an opportunity to be heard. To be deemed adequate, notice must be in writing and delivered at least 14 days before the hearing. But shorter notice may be deemed adequate if the Board determines that the need for a timely hearing outweighs the prejudice caused to the member and if the notice states the need for a timely hearing. If mailed, the notice will be sent by registered or certified mail, return receipt requested. A member may be represented by counsel at and before the hearing.
(d) The Board may impose sanctions, suspend a member, or expel a member by vote of a majority of Governors who are present and voting.
(e) Except as provided by Subsection (f), the Board may delegate by resolution any of its powers, duties, and responsibilities under this section to a regular or ad hoc committee or to an officer.
(f) The Board may not delegate its powers to suspend or expel a member to a single officer.
(g) As used in this section, “good cause” includes, but is not limited to:
(1) any violation of the provisions of the certificate of formation, By-laws, rules, or other law which, in the opinion of the Board, is prejudicial to the Society’s welfare or to its good order and discipline;
(2) conduct which, in the opinion of the Board, is prejudicial to the Society’s welfare or to its good order and discipline;
(3) any improper usage of the Society’s resources or its property;
(4) defaulting on an obligation to the Society to pay fees or dues for a period of 30 days following delivery of notice of default;
(5) a material and serious violation of the Society’s certificate of formation, By-Laws, or rules, or of law.
(h) This section does not apply to any action by the Board or a Board-designated officer, committee, or other person related to the user privileges of a member or other person for the use of the Society’s web forum. The Board may make all reasonable regulations for the use of the Society’s web forum. The Board may delegate the management and operation, including the discipline of a forum user regardless of the user’s status as a member of the Society, to an officer, committee, or other person.
2.7 Resignation. Any member may resign from the Society by submitting a written resignation to the Secretary. The resignation need not be accepted by the Society to be effective. A member’s resignation does not entitle the member to a refund for any dues, assessments, and other charges paid before the effective date of the resignation and will not relieve him or her of any obligations to pay any dues, assessments, or other charges that had accrued and were unpaid before the effective date of the resignation.
2.8 Reinstatement. A former member may submit a written request for reinstatement of membership. The Board or a committee or officer designated by the Board to handle the matter may reinstate membership on any reasonable terms that the Board, committee, or officer deems appropriate.
2.9 Transferring Membership. Membership in the Society is not transferable or assignable. Membership terminates when the Society dissolves or a member dies. Membership is not a property right that may be transferred after a member dies.
2.10 Waiving Interest in Corporate Property. (a) Any benefits of membership in the Society are not pecuniary in nature.
(b) The Society owns all real and personal property, including all improvements located on the property, acquired by the Society. A member has no interest in specific property of the Society. Each member waives the right to require partition of all or part of the Society’s property.
MEETINGS OF MEMBERS
3.1 Annual Meeting. Beginning in 2008, the Board will hold an annual members’ meeting at twelve noon on July 2d each year or at another time that the Board designates. If the day fixed for the annual meeting is a Saturday, Sunday, or legal holiday in Texas, the meeting will be held on the next business day. At the annual meeting, the members will elect Governors and transact any other business that may come before the meeting. If, in any year, the election of Governors is not held on the day designated for the annual meeting, or at any adjournment of the annual meeting, the Board will call a special meeting of the members, as soon as possible, to elect Governors.
3.2 Special Meetings. Special meetings of the members may be called by the President, the Board, or not less than 10 percent of the voting members.
3.3 Place of Meeting. The Board may designate any place, inside or outside Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board. If the Board does not designate the place of meeting, the meeting will be held at the Society’s registered office in Texas.
3.4 Notice of Meetings. Written or printed notice of any members’ meeting, including the annual meeting, will be delivered to each member entitled to vote at the meeting not less than 10, nor more than 60, days before the date of the meeting. The record date for determining the members entitled to notice of any meeting of members will be established by the Board according to Business Organizations Code Section 22.163. After fixing the record date, the Board will cause to be prepared an alphabetical list of all members entitled to notice of any meeting of members. Notice will be given by or at the direction of the President or Secretary, or the officers or persons calling the meeting. If all the members meet and consent to holding a meeting, any corporate action may be taken at the meeting regardless of lack of proper notice.
3.5 Eligibility to Vote at Members’ Meetings. (a) A member in good standing is entitled to vote at a meeting of the members of the Society. A member in good standing is one who has paid all required fees and dues and is not suspended as of 21 days before the meeting.
(b) The record date for determining the members entitled to vote at any meeting of members will be established by the Board according to Business Organizations Code Section 22.163. After a record date is fixed, an alphabetical list of members entitled to receive notice, including their addresses and number of votes each is entitled to cast, will be prepared. The list will contain a listing of members entitled to vote at the meeting but not entitled to receive notice and will be available for inspection at the principal office of the Society from two business days after notice is given until the meeting is held. Any member entitled to vote at the meeting is entitled to access to the list for the purpose of communicating with other members. The member or the member’s agent or attorney may make the inspection on written demand and copy the list at a reasonable time and at the member’s expense.
3.6 Quorum. (a) The voting members present at an annual meeting constitute a quorum at the annual meeting.
(b) Members holding one-tenth of the votes that may be cast at a special meeting who attend the special meeting in person or by proxy constitute a quorum at a special meeting of members.
(c) The members present at a duly called or held meeting at which a quorum is present may continue to transact business, even if enough members leave so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of members required for a quorum. If a quorum is not present at any time during a meeting, a majority of the members who are present may adjourn and reconvene the meeting once without further notice.
3.7 Actions of Members. The members will try to act by consensus. However, if a consensus is not available on a matter or proposal, the vote of a majority of voting members in good standing, present and entitled to vote at a meeting at which a quorum is present, is enough to constitute the act of the members unless law or the By-Laws require a greater number. Voting will be by ballot or voice, except that any election of Governors will be by ballot.
3.8 Proxies. A member entitled to vote at a meeting of members of the Society may vote by proxy. All proxies must be in writing, must bear the signature of the member giving the proxy, and must specify the date on which they are executed. No proxy is valid after 11 months from the date of its execution, unless the proxy specifically states a later date. Proxies are not valid if they purport to be valid to an indefinite date in the future or if they purport to be valid for more than five years from their date of execution.
3.9 Voting by Mail. The Board may authorize members to vote by mail, by facsimile transmission, by electronic message, or any combination thereof, on the election of Governors and officers or on any other matter that the members may vote on.
BOARD OF GOVERNORS
4.1 Definitions. As used in this article:
(1) “Governor” includes the three elected officers of the Society.
(2) “Governor-at-large” means only a Governor-at-large and does not include the three elected officers of the Society.
4.2 Management of Society. The Board of Governors will manage corporate affairs.
4.3 Number, Qualifications, and Tenure of Governors. The Board of Governors consists of the Society’s three elected officers and two Governors-at-large. Governors need not be Texas residents. Governors must hold either a regular or family membership. Each Governor-at-large serves for a term of two years. The terms of the Governors-at-large will be staggered so that the term of one Governor-at-large begins in odd-numbered years and the term of the other Governor-at-large begins in even-numbered years.
4.4 Nominating Governors. At its first meeting after its election, the Board appoints a nominating committee. The nominating committee will consider possible nominees and make a single nomination for each Governor position to be elected. The Secretary will include the names nominated by that committee, and any report of the committee, with the notice of the meeting at which the election occurs. At least fifteen days before any meeting at which the election of an officer or Governor is held, a voting member in good standing may nominate a person with the second of any other member in good standing for election to a Governor position. The Secretary will give notice promptly to the membership of any additional nominations. No nominations may be made from the floor at any meeting for the election of Governors.
4.5 Electing Governors. A person who meets the qualifications for Governor and who has been duly nominated may be elected as a Governor. Governors are elected by the members at the annual meeting of members. In electing Governors, members may cumulate their votes by giving one candidate as many votes as the number of Governors to be elected or by distributing the same number of votes among any number of candidates. Each Governor holds office until a successor is elected and qualifies, and may be elected to succeed himself or herself as Governor.
4.6 Vacancies. The Board will fill any vacancy in the Board and any Governor position to be filled due to an increase in the number of Governors. A vacancy is filled by the affirmative vote of a majority of the remaining Governors, even if it is less than a quorum of the Board, or if it is a sole remaining Governor. A Governor selected to fill a vacancy will serve for the unexpired term of his or her predecessor in office.
4.7 Annual Meeting. The annual meeting of the Board may be held without notice other than these By-Laws. The annual Board meeting will be held immediately after, and at the same place as, the annual members’ meeting.
4.8 Regular Meetings. The Board may provide for regular meetings by resolution stating the time and place of such meetings. The meetings may be held inside or outside Texas, and will be held at the Society’s registered office in Texas if the resolution does not specify the location of the meetings. No notice of regular Board meetings is required other than a Board resolution stating the time and place of the meetings.
4.9 Special Meetings. Special Board meetings may be called by the President or any two Governors. A person or persons authorized to call special meetings of the Board may fix any place within or without Texas as the place for holding a special meeting. The person or persons calling a special meeting will inform the Secretary of the Society of the information to be included in the notice of the meeting. The Secretary of the Society will give notice to the Governors as these By-Laws require.
4.10 Notice. Written or printed notice of any special meeting of the Board will be delivered to each Governor not less than seven, nor more than thirty days before the date of the meeting. The notice will state the place, day, and time of the meeting; who called it; and the purpose or purposes for which it is called.
4.11 Quorum. A majority of the number of Governors then in office constitute a quorum for transacting business at any Board meeting. The Governors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Governors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Governors required for a quorum. If a quorum is never present at any time during a meeting, a majority of the Governors present may adjourn and reconvene the meeting once without further notice.
4.12 Duties of Governors.
(a) Governors will discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the Society’s best interest. In this context, the term ‘‘ordinary care’’ means the care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In discharging any duty imposed or power conferred on Governors, Governors may, in good faith, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Society or another person that has been prepared or presented by a variety of persons, including officers and employees of the Society, professional advisors or experts such as accountants or legal counsel. A Governor is not relying in good faith if he or she has knowledge concerning a matter in question that renders reliance unwarranted.
(b) Governors are not deemed to have the duties of trustees of a trust with respect to the Society or with respect to any property held or administered by the Society, including property that may be subject to restrictions imposed by the donor or transferor of the property.
4.13 Duty To Avoid Improper Distributions.
(a) Governors who vote for or assent to improper distributions are jointly and severally liable to the Society for the value of improperly distributed assets, to the extent that, as a result of the improper distribution or distributions, the Society lacks sufficient assets to pay its debts, obligations, and liabilities. Any distribution made when the Society is insolvent, other than in payment of corporate debts, or any distribution that would render the Society insolvent, is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for payment and discharge of all known debts, obligations, and liabilities is also improper. Governors present at a Board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the Secretary of the Society before adjournment of the meeting in question or mailed to the Secretary by registered mail immediately after adjournment.
(b) A Governor is not liable if, in voting for or assenting to a distribution, the Governor (1) relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the Society; legal counsel, public accountants, or other persons as to matters the Governor reasonably believes are within the person’s professional or expert competence; or a committee of the Board of which the Governor is not a member; (2) while acting in good faith and with ordinary care, considers the Society’s assets to be at least that of their book value; or (3) in determining whether the Society made adequate provision for paying, satisfying, or discharging all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, Governors are protected from liability if, in exercising ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the Society.
(c) Governors held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person.
4.14 Delegating Duties. Governors may select advisors and delegate duties and responsibilities to them, such as the full power to buy or otherwise acquire stocks, bonds, securities, and other investments on the Society’s behalf; and to sell, transfer, or otherwise dispose of the Society’s assets and properties at a time and for a consideration that the advisor deems appropriate. The Governors have no liability for actions taken or omitted by the advisor if the Board acts in good faith and with ordinary care in selecting the advisor. The Board may remove or replace the advisor at any time and without any cause whatsoever.
4.15 Interested Governors. Contracts or transactions between Governors, officers, or members who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the Governor, officer, or member is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party’s votes are counted for the purpose. However, every Governor with any personal interest in the transaction must disclose all material facts concerning the transaction, including all potential personal benefit and potential conflicts of interest, to the other members of the Board or other group authorizing the transaction. The transaction must be approved by a majority of the uninterested Governors or other group with the authority to authorize the transaction.
4.16 Actions of Board of Governors. The Board will try to act by consensus. However, if a consensus is not available, the vote of a majority of Governors present and voting at a meeting at which a quorum is present is enough to constitute the act of the Board, unless the act of a greater number is required by law or by some other provision of these By-Laws. A Governor who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the Board’s decision. For the purpose of determining the decision of the Board, a Governor who is represented by proxy in a vote is considered present.
4.17 Proxies. A Governor may vote by proxy. All proxies must be in writing, must bear the signature of the Governor giving the proxy, and must be bear the date on which the proxy was executed by the Governor. No proxy is valid after three months from the date of its execution.
4.18 Compensation. Governors may not receive salaries for their services. The Board may adopt a resolution providing for paying Governors a fixed sum and expenses of attendance, if any, for attending each Board meeting. A Governor may serve the Society in any other capacity and receive compensation for those services. Any compensation that the Society pays to a Governor will be reasonable and commensurate with the services performed.
4.19 Removing Governors.
(a) The members may vote to remove a Governor at any time, without cause. The Board may vote to remove a Governor at any time for good cause shown. Good cause for removal of a Governor includes the unexcused failure to attend or participate in three consecutive Board meetings. A meeting to consider removing a Governor may be called and noticed following the procedures provided in these By-Laws for a special meeting of the Board of Governors or the members of the Society as the case may be. The notice of the meeting will state that the issue of possibly removing the Governor will be on the agenda and the notice will state the proposed cause for removal if required.
(b) At the meeting, the Governor may present evidence of why the Governor should not be removed and may be represented by an attorney at and before the meeting. Also, at the meeting, the Society will consider possible arrangements for resolving the problems that are in the mutual interest of the Society and the Governor.
(c) A Governor may be removed by the affirmative vote equal to a majority of members of the Society or if by the Board, by the affirmative vote equal to sixty percent of the Governors entitled to vote. A Governor may not vote on the question of the Governor’s removal at any meeting.
5.1 Elected Officers. The Society’s elected officers are a President, a Secretary, and a Treasurer. Each elected officer serves for a term of one year.
5.2 Appointed Officers. The Society’s appointed officers are a Director of Education, a Director of Information Technology, a Director of Public Policy, and a Director of Research. If not already members of the Board, the appointed officers shall serve as non-voting members of the Board. They shall not count for purposes of determining a quorum or number needed for official action of the Board.
5.3 Additional Officers. (a) The Board may create additional and define the authority and duties of each office, and elect or appoint a person to an office created under this section.
(b) The Board may authorize the President to appoint a person to an office created under this section. The Board may require that the appointment be approved by the Board before the appointment is effective.
(c) The same person may hold any two or more offices, except for President and Secretary.
5.4 Appointment and Term of Office. The Society’s appointed officers are appointed annually by the Board at the annual Board meeting. If officers are not appointed at the annual Board meeting, the officers shall be appointed as soon thereafter as possible. Each officer will hold office until a successor is duly selected and qualifies. An officer may be appointed to the same office for any number of successive terms.
5.5 Removal. (a) Any officer elected or appointed by the Board or members may be removed by the Board or members with or without good cause.
(b) The Board may authorize the President to remove an officer appointed by the President. The Board may require that the removal be approved by the Board before the removal is effective.
(c) Removing an officer will be without prejudice to the officer’s contractual rights, if any.
5.6 Vacancies. (a) The Board may select a person to fill a vacancy in any office for the unexpired portion of the officer’s term.
(b) The Board may authorize the President to appoint a person to fill a vacancy in any office for which the President is authorized to make an appointment under Section 5.3(b).
5.7 President. The President is the Society’s chief executive officer. The President supervises and controls the Society’s business and affairs and presides at all meetings of the members and of the Board. The President may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board authorizes to be executed. However, the President may not execute instruments on the Society’s behalf if this power is expressly delegated to another officer or agent of the Society by the Board, these By-Laws, or statute. The President performs other duties prescribed by the Board and all duties incident to the office of President.
5.8 Persons to Act as President. (a) When the President is absent, cannot act, or refuses to act, the Secretary performs the President’s duties.
(b) If the Secretary is absent, cannot act, or refuses to act under subsection (a), the Treasurer performs the President’s duties.
(c) A person acting in the President’s place has all the powers of, and is subject to all the restrictions on, the President.
5.9 Treasurer. The Treasurer:
(1) Has charge and custody of, and is responsible for, all the Society’s funds and securities.
(2) Receives and gives receipts for moneys due and payable to the Society from any source.
(3) Deposits all moneys in the Society’s name in banks, trust companies, or other depositories as these By-Laws provide or as the Board or President directs.
(4) Writes checks and disburses funds to discharge the Society’s obligations. However, funds may not be drawn from the Society or its accounts for amounts greater than $ 250.00 without the signature of the President or the Secretary in addition to that of the Treasurer.
(5) Maintains the Society’s financial books and records.
(6) Prepares financial reports at least annually.
(7) If the Board requires, gives a bond for faithfully discharging the duties of Treasurer in a sum and with a surety as determined by the Board.
(8) Serves ex-officio as Director of Membership.
(9) Performs other duties as assigned by the President or the Board.
(10) Performs all the duties incident to the office of Treasurer.
5.10 Secretary. The Secretary:
(1) Gives all notices as provided in the By-Laws or as required by law.
(2) Takes minutes of the meetings of the members and the Board and keep the minutes as part of the corporate records.
(3) Maintains custody of the corporate records and seal.
(4) Affixes the corporate seal to all documents as authorized.
(5) Keeps a register of the mailing address of each member, Governor, officer, and employee of the Society.
(6) Serves ex-officio as Director of Publications.
(7) Performs duties as assigned by the President or the Board.
(8) Performs all duties incident to the office of Secretary.
5.11 Director of Education. The Director of Education supervises the Society’s public education efforts and performs duties as assigned by the Board.
5.12 Director of Information Technology. The Director of Information Technology supervises the Society's information technology infrastructure and performs duties as assigned by the Board.
5.13 Director of Public Policy. The Director of Public Policy supervises the Society’s cooperative efforts with other heraldic associations, agencies, and research centers, charitable organizations of whatever type, and public agencies and performs duties as assigned by the Board.
5.14 Director of Research. The Director of Research supervises the Society’s scholarly research efforts and performs duties as assigned by the Board.
6.1 Establishing Committees.
(a) The Board may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. Except for the Audit Committee, a committee will include two or more Governors and may include persons who are not Governors. A majority of the membership of the Audit Committee must be persons who are not Governors. If the Board delegates any of its management authority to a committee, the majority of the committee will consist of Governors. The Board may also delegate to the President its power to appoint and remove members of a committee that has not been delegated any management authority of the Board. The Board may establish qualifications for membership on a committee.
(b) Establishing a committee or delegating authority to it will not relieve the Board, or any individual Governor, of any responsibility imposed by these By-Laws or otherwise imposed by law. No committee has the authority of the Board to:
(1) Amend the certificate of formation.
(2) Adopt a plan of merger or of consolidation with another Society.
(3) Authorize the sale, lease, exchange, or mortgage of all or substantially all of the Society’s property and assets.
(4) Authorize voluntary dissolution of the Society.
(5) Revoke proceedings for voluntary dissolution of the Society.
(6) Adopt a plan for distributing the Society’s assets.
(7) Amend, alter, or repeal these By-Laws.
(8) Elect, appoint, or remove a member of a committee or a Governor or officer of the Society.
(9) Approve any transaction to which the Society is a party and that involves a potential conflict of interest as defined in paragraph 7.04, below.
(10) Take any action outside the scope of authority delegated to it by the Board.
(11) Take final action on a matter requiring approval by the members.
6.2 Authorization of Specific Committees. The following committees are authorized: Audit, Membership, Nominating, and Publications Committees. Except as otherwise defined in these By-Laws, the Board will define the activities and scope of authority of each committee by resolution.
6.3 Term of Office. Each committee member will continue to serve on the committee until the next annual members’ meeting and until a successor is appointed. However, a committee member’s term may terminate earlier if the committee is terminated, or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy on a committee will serve for the unexpired portion of the terminated committee member’s term.
6.4 Chair and Vice-Chair.
(a) Except as provided by Subsection (b), one member of each committee will be designated as the committee chair. Another member of each committee will be designated as the vice-chair. The chair and vice-chair will be chosen as provided by resolution and may appointed by the Board, elected by the committee members, or appointed by the President. The chair will call and preside at all meetings of the committee. When the chair is absent, cannot act, or refuses to act, the vice-chair will perform the chair’s duties. When a vice-chair acts for the chair, the vice-chair has all the powers of--and is subject to all the restrictions on--the chair.
(b) The Treasurer serves as chair of the Membership Committee. The Secretary serves as chair of the Publications Committee.
6.5 Notice of Meetings. Written or printed notice of a committee meeting will be delivered to each member of a committee not less than seven nor more than 30 days before the date of the meeting. The notice will state the place, day, and time of the meeting, and the purpose or purposes for which it is called.
6.6 Quorum. One half of the number of committee members constitutes a quorum for transacting business at any meeting of the committee. The committee members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough committee members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of committee members required for a quorum. If a quorum is never present at any time during a meeting, the chair may adjourn and reconvene the meeting once without further notice.
6.7 Actions of Committees. Committees will try to take action by consensus. However, if a consensus is not available, the vote of a majority of committee members present and voting at a meeting at which a quorum is present is enough to constitute the act of the committee unless the act of a greater number is required by statute or by some other provision of these By-Laws. A committee member who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the act of the committee.
6.8 Proxies. A committee member may not vote by proxy.
6.9 Compensation. Committee members may not receive salaries for their services. The Board may adopt a resolution providing for paying committee members a fixed sum and expenses of attendance, if any, for attending each meeting of the committee. A committee member may serve the Society in any other capacity and receive compensation for those services. Any compensation that the Society pays to a committee member will be reasonable and commensurate with the services performed.
6.10 Rules. Each committee may adopt its own rules, consistent with these By-Laws or with other rules that may be adopted by the Board.
6A.1 Fellowship. The Society has a single class of fellowship: Fellow.
6A.2 Selection; Qualifications. The Board may elect as a Fellow an individual who is a regular or honorary member of the Society who has compiled a distinguished record of scholarship and experience marked by significant contributions to the advancement of heraldry or an auxiliary science of heraldry. The Board may not elect more than two members as Fellows in any calendar year. A Governor or officer is not eligible for election as a Fellow during the individual’s tenure in office.
6A.3 Status of Fellow. The position of Fellow is an honorary position of the Society and does not confer any substantive right or privilege within the Society. Each Fellow shall receive a citation and appropriate insignia as determined by the Board.
TRANSACTIONS OF SOCIETY
7.1 Contracts. The Board may authorize any officer or agent of the Society to enter into a contract or execute and deliver any instrument in the name of, and on behalf of, the Society. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments.
7.2 Deposits. All the Society’s funds will be deposited to the credit of the Society in banks, trust companies, or other depositories that the Board selects.
7.3 Gifts. The Board may accept, on the Society’s behalf, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Society. The Board may make gifts and give charitable contributions not prohibited by these By-Laws, the certificate of formation, state law, and provisions set out in federal tax law that must be complied with to maintain the Society’s federal and state tax status.
7.4 Potential Conflicts of Interest. The Society may not make any loan to a Governor or officer of the Society. A member, Governor, officer, or committee member of the Society may lend money to — and otherwise transact business with — the Society except as otherwise provided by these By-Laws, the certificate of formation or articles of incorporation, and applicable law. Such a person transacting business with the Society has the same rights and obligations relating to those matters as other persons transacting business with the Society. The Society may not borrow money from--or otherwise transact business with--a member, Governor, officer, or committee member of the Society unless the transaction is described fully in a legally binding instrument and is in the Society’s best interests. The Society may not borrow money from--or otherwise transact business with--a member, Governor, officer, or committee member of the Society without full disclosure of all relevant facts and without the Board’s approval, not including the vote of any person having a personal interest in the transaction.
7.5 Prohibited Acts. As long as the Society exists, and except with the Board’s or the members’ prior approval, no member, Governor, officer, or committee member of the Society may:
(1) Do any act in violation of these By-Laws or a binding obligation of the Society.
(2) Do any act with the intention of harming the Society or any of its operations.
(3) Do any act that would make it impossible or unnecessarily difficult to carry on the Society’s intended or ordinary business.
(4) Receive an improper personal benefit from the operation of the Society.
(5) Use the Society’s assets, directly or indirectly, for any purpose other than carrying on the Society’s business.
(6) Wrongfully transfer or dispose of Society property, including intangible property such as good will.
(7) Use the Society’s name (or any substantially similar name) or any trademark or trade name adopted by the Society, except on behalf of the Society in the ordinary course of its business.
(8) Disclose any of the Society’s business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.
BOOKS AND RECORDS
8.1 Required Books and Records. The Society will keep correct and complete books and records of account. The books and records include:
(1) A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Society, including but not limited to the certificate of formation and any certificate of amendment, restated certificate, certificate of merger, certificate of consolidation, and statement of change of registered office or registered agent.
(2) A copy of all By-Laws, including these By-Laws, and any amended versions or amendments to them.
(3) Minutes of the proceedings of the members, Board, and committees having any of the authority of the Board.
(4) A list of the names and addresses of the members, Governors, officers, and any committee members of the Society.
(5) A financial statement showing the Society’s assets, liabilities, and net worth at the end of the three most recent fiscal years.
(6) A financial statement showing the Society’s income and expenses for the three most recent fiscal years.
(7) All rulings, letters, and other documents relating to the Society’s federal, state, and local tax status.
(8) The Society’s federal, state, and local tax information or income-tax returns for each of the Society’s three most recent tax years.
8.2 Inspection and Copying. Any member, Governor, officer, or committee member of the Society may inspect and receive copies of all the corporate books and records required to be kept under the By-Laws. Such a person may, by written request, inspect or receive copies if he or she has a proper purpose related to his or her interest in the Society. He or she may do so through his or her attorney or other duly authorized representative. The inspection may take place at a reasonable time, no later than ten business days after the Society receives a proper written request. The Board may establish reasonable copying fees, which may cover the cost of materials and labor but may not exceed 25 cents per page. The Society will provide requested copies of books or records no later than ten business days after receiving a proper written request.
8.3 Audits. Any member may have an audit conducted of the Society’s books. That member bears the expense of the audit unless the members vote to authorize payment of audit expenses. The member requesting the audit may select the accounting firm to conduct it. A member may not exercise these rights so as to subject the Society to an audit more than once in any fiscal year.
9.1 Fiscal Year is Calendar Year. The Society’s fiscal year will begin on the first day of January and end on the last day of December in each year.
10.1 When Indemnification Is Required, Permitted,