|
BY-LAWS OF
BRITISH-AMERICAN
COMMERCE ASSOCIATION
A TEXAS NONPROFIT
CORPORATION
ARTICLE
I
OFFICES
Section 1.1 Name. The name of this
non-profit corporation is the British-American Commerce Association (the
"Association").
Section 1.2 Purposes. The Association is organized and
will be operated exclusively for the purposes permitted to be carried on by
a corporation exempt from federal income taxation under section 501(c)(6)
of the Internal Revenue Code of 1986, as amended, or the
corresponding provisions of any subsequent United States revenue law.
Section 1.3 Principal Office. The principal office of the
Association shall be located in the State of Texas. The Association may have such other
offices, either within or without the State of Texas, as the Board of Directors may determine or as
the affairs of the Association may require from time to time.
Section 1.4 Registered Office. The
Association 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
Association in the State of Texas, and the address of the registered office may be
changed from time to time by the Board of Directors.
ARTICLE II
MEMBERS
Section 2.1 Classes of Membership. There shall be six (6)
classes of membership in the Association, which shall consist of the
following categories. Membership classes, benefits, rights and
privileges are outlined in the membership plan document and may be changed
by a vote of the Board of Directors as required.
a.
Sterling Corporate
Members
The Sterling Corporate membership level is for companies or organizations
wishing to be recognized as sponsoring members of the Association at a
level which provides special benefits and privileges over and above the
national and local offered benefits to regular members.
These benefits and privileges are outlined in the current member benefit
plan document as maintained by the Executive Director. Sterling
Corporate memberships allow for twenty registered representative members.
b.
Corporate Members
The Corporate membership level is for companies or organizations wishing to
be recognized as members of the Association at a local and national benefit
level. All benefits and privileges of this level are outlined in the
current member benefit plan document as maintained by the Executive
Director. Corporate memberships allow for four registered
representative members.
c. Individual Members
The Individual membership level is for individual persons, not wishing to
represent a business or organization, who wishes to associate with members
of the Association at a local level with local chapter benefits. All
benefits and privileges of this level are outlined in the current member
benefit plan document as maintained by the Executive Director.
Membership is non-transferable for one member.
d. Student Members
The Student membership level is for students enrolled in university
curriculum for international studies or other related discipline who wish
to network with the Association members and participate in the Association functions . All benefits and privileges of this
level are outlined in the current member benefit plan document as maintained
by the Executive Director. Membership is non-transferable for one
member.
Honorary Members
Any person, partnership, corporation or other entity which has made a
distinguished contribution in furthering the purposes of the Association is
eligible to become an Honorary Member by invitation of the Board of
Directors. All Honorary members will be afforded all rights and
privileges at the Individual Membership level as described in the current
membership benefits plan document as maintained by the Executive Director.
f. Trade Members.
Any person, partnership, corporation providing services in exchange for an individual
membership or corporate membership, dependent upon the amount of service
exchange between the Association and the trade partner.
Services provided by trade members must be of direct use to the
administration, execution of duties for the chapter. The Executive
Director will be responsible for securing, approving and maintaining these
memberships, with input from the Board of Directors as required.
Section 2.2 Application for Membership. Any eligible person
or entity desiring to be a member of the Association shall make written
application for membership addressed to the Association at its principal
place of business. The applications for membership shall be on the
forms prescribed and furnished by the Board of Directors. All applications
for membership, upon their receipt by the Association, shall be referred to
and acted upon by the Board of Directors or such committee as the Board
shall appoint. The proceedings on such application shall be
confidential, and action taken thereon shall be final. Each applicant
accepted, upon his or its payment of current installment of dues, shall be
admitted to membership.
Section 2.3 Dues. Current payment of dues shall be according
to the published dues schedule maintained by the Executive Director as
approved by the board. The amount of annual dues shall be as
determined by a resolution of the Board of Directors from time to
time. Dues are not required of honorary or trade members. All members
are required to respond to request for payment of dues in a timely fashion.
Section 2.4 Termination of Membership. Membership shall
and/or may be terminated for the following reasons:
(a)
By an affirmative vote of two-thirds (2/3) of a quorum of the Board of
Directors.
(b)
By voluntary resignation tendered in writing, addressed to the Association
at its principal place of business.
(c)
By failure to pay any indebtedness to the Association within thirty (30)
days after it becomes due.
Section 2.5 Annual Meeting. The annual meeting of the
members shall be at such time and on such date as the Board of Directors
shall select, for the purpose of electing directors and for the transaction
of any and all such other business which may be brought before or submitted
to the meeting. The annual meeting of the Association shall be held
at any location within the State of Texas as determined by the Board of Directors.
Notice of the annual meeting shall be sent by electronic or other mail to
all members not less than ten (10) days before the meeting. In the
event that the only business to be conducted at an annual meeting of the
members is the election of directors, then the Board of Directors may
cancel the annual meeting and distribute materials to elect the directors
by electronic or other mail.
Section 2.6 Special Meeting. Special meetings of the
members shall be held at such place within the State of Texas as may be designated in the notice or waiver or
waivers of notice of the respective meetings. Special meetings may be
called by the President or any two (2) members of the Board of Directors or
by petition of ten percent (10%) or more of the voting members.
Written or printed notice stating the place, day and hour of the meeting
and the purpose or purposes for which the meeting shall be called shall be
delivered not less than the (10) nor more than fifty (50) days before the
date of the meeting, either personally or by electronic or other mail, by
or at the direction of the President or the Secretary, or the officer or
persons calling the meeting, to each member. If mailed, such notice
shall be deemed to be delivered when sent to the member at the address of
said member as it appears in the records of the Association, whether electronic
or physical. Waiver by a member in writing of notice of such meeting,
signed by him, whether before or after the time of such meeting, shall be
the equivalent to the giving of such notice. Attendance by a member,
whether in person or by proxy, at such meeting shall constitute a waiver of
notice of such meeting of which he has had no notice.
Section 2.7 Quorum of Members At any annual or special
meeting, ten percent (10%) of the voting members, but not less than seven (7)
members, present in person or by proxy, shall constitute a quorum for all
purposes. If the number of members necessary to constitute a quorum
at any annual or special meeting of the members shall fail to attend in
person or by proxy, the members present in person or by proxy may adjourn
any such meeting from time to time without notice other than by
announcement at the meeting until the number requisite to constitute a
quorum shall be present or attend in person or by proxy. A majority
of the members present in person or by proxy may also adjourn any annual or
special meeting from time to time without notice, other than by
announcement at the meeting, until the transaction of any and all business
submitted or proposed to be submitted at such meeting or any adjournment or
adjournments thereof shall have been completed. At any such adjourned
meeting at which a quorum may be present, in person or by proxy, any
business may be transacted which might have been transacted at the meeting
as originally notified or called.
Section 2.8 Participation in Meetings. Honorary, student and
trade members will have the right to attend all functions and all meetings,
special and annual, of the Association. While they will have the
right to enter into discussion, they will not have the right to vote at
such meetings. All other members may actively participate in any
meeting of the Association and each member is entitled to one vote on each
matter submitted to a vote at such meeting. A member may vote in person
or by proxy executed in writing by the member or his duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the
proxy. Each proxy shall be revocable unless expressly provided
therein to be irrevocable, and in no event shall remain irrevocable for
more than eleven (11) months.
Section 2.9 Certificates of Membership. The Board of
Directors may, in its sole discretion, authorize the issuance of certificates
of membership to any member, said certificates to be issued in such form as
may be determined by the Board of Directors. When so authorized, such
certificates shall be signed by the President and by the Secretary and
issued by the Secretary. It is expressly provided, however, that it
shall not be necessary for certificates of membership to be issued by the
Association except and until the Board of Directors of the Association
determines it advisable to do so.
ARTICLE III
DIRECTORS
Section 3.1 Board of Directors. The number of directors
constituting the Board of Directors of the Association shall not be less
than five (5), who need not be residents of the State of Texas.
Section 3.2 Powers of Directors. The Board of Directors
shall have the entire management and control of the business and affairs of
the Association. In the management and control of the property,
business and affairs of the Association, the Board of Directors is hereby
vested with all of the powers possessed by the Association itself so far as
this delegation of authority is not inconsistent with the laws of the State
of Texas, with the Articles of Incorporation of the Association or with
these by-laws.
Section 3.3 Tenure and Number The initial Board of Directors
named in the Articles of Incorporation shall hold office and serve until
the 1984 annual meeting of the members of the Association or until
successors shall be elected and shall qualify. All directors will be
elected for a term of two (2) years at the annual meeting of members,
except as hereinafter provided, and shall hold office until their
successors shall be elected and shall qualify. Such terms shall be
staggered so that as close as possible to one-half of the Board shall be elected
in any given year. Any vacancy occurring in the Board of Directors
may be filled by an affirmative vote of a majority of the remaining
directors. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office. The Board of
Directors is hereby authorized to increase the number of directors placed
on the Board by any number of directors placed on the Board by any number,
but any vacancies thus created must be filled by a vote of the members of
the Association at an annual or special meeting. The number of
directors serving on the Board may not be reduced to less than five (5),
and no decrease shall have the effect of shortening the term of any
incumbent director. Her Majesty’s Consul General in Houston may appoint a representative of the Consulate
General to be a voting member of the Board of Directors, without a need for
election to the Board.
Section 3.4 Nomination of Directors. The President,
subject to the approval of the Board of Directors, shall appoint a
Nominating Committee whose function will be to present a slate of nominees
containing one nomination for each position on the Board of Directors to be
filled by election of the members at their annual meeting. Any ten
(10) members of the Association may sign a petition calling for the
inclusion of one or more additional nominees on the ballot to be presented
to the members at the annual meeting. Such petition must be submitted
to the President thirty (30) days in advance of the annual meeting in order
for it to be effective.
Section 3.5 Meetings of Directors. Regular meetings of
the Board of Directors of the Association shall be held quarter-annually
upon five (5) days notice except that one such meeting shall be held
without notice immediately after and at the same place as the annual
meeting of the members or at such other place and time as the Board of
Directors shall select. The Board of Directors may provide by
resolution the time and place, either within or without the State of Texas for the holding of additional meetings without
notice.
Section 3.6 Special Meetings of Directors. Special
meetings of the Board of Directors of the Association shall be held at any
time or place whenever called by the President or by a majority of the
directors with five (5) days notice thereof being given by the Secretary or
other officer calling the meeting to each director, or such meetings may be
held at any time without formal notice provided all of the directors are
present or, if not present, have waived notice thereof in writing.
Such special meetings shall be held at such time and place as the notice
thereof or waiver specify. Any meeting at which every Director is
present, either in person or by proxy, or of which those not present have
waived notice, shall be a legal meeting for the transaction of business,
notwithstanding notice has not been given as herein above provided.
Section 3.7 Quorum of Directors Five (5) of the members
of the Board of Directors or one-third (1/3) of the members of the Board of
Directors, whichever is less, shall constitute a quorum for the transaction
of business, but a lesser number may adjourn any meeting from time to time
and the same may be held without further notice. Directors present by
proxy may not be counted toward a quorum. When a quorum is present at
any meeting, a majority vote of the directors in attendance thereat and
eligible to vote shall decide any question brought before such meeting in
the absence of an express provision to the contrary in these by-laws.
Section 3.8 Proxy and Voting Each director shall be entitled
to one vote on each matter considered by the directors. Directors
eligible to vote may do so either in person or by proxy in writing which
shall be filed with the Secretary of the Association before being voted.
Section 3.9 Removal. Any director may be removed by the vote
of two-thirds (2/3) of the members of the Board of Directors, at any annual
or special meeting, whether in the judgment of the Board of Directors the
best interests of the Association will be served thereby.
Section 3.10 Informal Action by Directors Any action required
by law to be taken at a meeting of directors, or any action which may be
taken at a meeting of directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by
all of the directors. The Board of Directors of the Association shall
have authority to adopt procedures for conducting voting by board members
by electronic means.
Section 3.11 Honorary Directors Any former member of the
Board of Directors who has made a distinguished contribution in furthering
the purposes of the Association is eligible to become an Honorary Director
by invitation of the Board of Directors. All Honorary Directors
have the right to attend all meetings of the Board of Directors.
While they will have the right to enter into discussion, they will not have
the right to vote at such meetings
ARTICLE IV
EXECUTIVE COMMITTEE
Section 4.1 Executive Committee By a majority vote of the
directors then serving, an Executive Committee may be appointed to serve until
the next annual meeting or until sooner dissolved by a vote of a majority
of the Board of Directors. The Chairman of the Board of Directors of
the Association shall be a member of and chairman of the Executive
Committee. Vacancies in the Executive Committee shall be filled by
majority vote of the Board of Directors.
Section 4.2 Executive Committee to report to Board All action
by the Executive Committee shall be reported to the Board not later than
the next official meeting of the Board and such action shall be subject to
revision or alteration by the Board.
Section 4.3 Procedure The Executive Committee shall fix its
own rules or procedure and shall conduct meetings where and as provided by
such rules or by resolution of the Board.
Section 4.4 Powers During the
intervals between the meetings of the Board, the Executive Committee shall
possess and may exercise all the authority of the Board in the business and
affairs of the Association except where action of the Board is specified by
the Texas Non-Profit Corporation Act or other applicable law.
ARTICLE V
OFFICERS
Section 5.1 Number. The officers of the Association shall be
a President, an Executive Director, a Vice-President, a Secretary and a
Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the Board of
Directors at any duly constituted meeting, regular or special, of such
Board. Any two or more offices may be held by the same person, except
the offices of President and Secretary.
Section 5.2 Election and Term of Office The officers of the
Association shall be elected annually by the Board of Directors at its meeting
held after each annual meeting of the members. The officers so elected
shall take office on the first day of the month immediately following their
election and shall hold office for a term of one (1) year or until their
respective successors are elected and assume office.
Section 5.3 President The President shall be the chief
executive officer of the Association and shall preside at all meetings of
the members when present, and, unless some other person is thereunto
specifically authorized by vote of the Board of Directors, shall sign and
execute in the name of the Association deeds, mortgages, bonds, contracts,
or other instruments authorized by Board of Directors, except in cases
where the signing and execution thereof shall be expressly delegated to an
agent of the Association. The President shall perform all duties
incident to his office and shall perform such other duties as the Board of
Directors shall from time to time designate.
Section 5.4 Vice-President The Vice President shall serve in
the absence of the President and will
function and assume all the duties and responsibilities of such
office. The Vice-President will automatically assume the position of
President in the succeeding term, unless a majority of the Board of
Directors votes to the contrary.
Section 5.5 Executive Director. The Executive Director
shall have such powers and perform such duties as the Board of Directors may
from time to time prescribe or as the President may from time to time
delegate.
Section 5.6 Secretary. The secretary shall keep correct
minutes of all meetings of the Board of Directors and shall perform all of
the duties commonly incident of his office, and shall perform such other
duties and have such other powers as the Board of Directors shall from time
to time prescribe.
Section 5.7 Treasurer The
Treasurer shall have care and custody of the funds of the Association, and
shall have and exercise under the supervision of the Board of Directors all
the powers and duties commonly incident to his office. He shall keep
accurate books of accounts of the Association's transactions, which shall
be the property of the Association, and, together with all its property in
his possession, shall be subject at all times to the inspection and control
of the Board of Directors. The Treasurer shall hold his office during
the pleasure of the Board of Directors and shall in every way be subject to
its order.
Section 5.8 Removal The directors
may at any regular meeting, or at any special meeting called for the
purpose, by an affirmative vote of a majority of the directors attending
such meeting, with or without cause, remove any officer.
Section 5.9 Vacancies Should
any office become vacant by reason of death, resignation, removal,
disqualification or otherwise, the directors may by a majority vote taken
at any meeting choose a successor or successors as the case may be.
Section 5.10 Bonds of Officers The Board of Directors may
secure the fidelity of any or all officers by bond or otherwise, in such
terms and with such sureties or conditions as shall be required by the
Board of Directors.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Fiscal Year. The fiscal year
of the Association shall begin and end on such dates as the Board of
Directors determines.
Section 6.2 Contracts. Board of Directors may authorize
any officer or officers, agent or agents of the Association, in addition to
the officers so authorized by these by-laws, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Association, and such authority may be
general or confined to specific instances.
Section 6.3 Checks, Drafts, Orders, Notes and Other Evidences of
Indebtedness All checks, drafts, or orders for the payment of
money, notes, or other evidences of indebtedness issued in the name of the
Association shall be signed by such officer or officers, agent or agents of
the Association and in such manner as shall from time to time be determined
by resolution of the Board of Directors. In the absence of such
determination by the Board of Directors, such instruments shall be signed
by the Treasurer and countersigned by the President or Executive Director
of the Association.
Section 6.4 Deposits All funds
of the Association shall be deposited from time to time to the credit of the
Association in such banks, trust companies or other depositories as the
Board of Directors may select.
Section 6.5 Gifts The Board of
Directors may accept on behalf of the Association any contribution, gift,
bequest, or devise for the general purposes or for any special purpose of
the Association.
Section 6.6 Seal The Board of
Directors may provide for a corporate seal. If a corporate seal is
provided for, it shall be in circular in form and shall have inscribed
thereon the name of the Association, the state of incorporation and the
five-pointed Texas star.
ARTICLE
VI
INDEMNIFICATION
Each person who may have served as a director or officer of this
Association shall be indemnified by the Association against liabilities
imposed upon him or her and expenses reasonably incurred by him or her in
connection with any claim made against him or her on any action, suit or
proceeding to which he or she may be a party by reason of his or her being,
or having been, such director or officer including such sums as independent
counsel selected by the Board shall deem reasonable payment made in
settlement of any such claim, action, suit or proceeding, and further
including payments in settlement of any such claim, action, suit or
proceeding, and further including payments in settlement to avoid expenses
of litigation; provided, however, that no director or officer shall be
indemnified with respect to matters as to which he or she shall be adjudged
in such action, suite or proceeding to be liable for willful negligence or
misconduct in the performance of duty or with respect to any matters which
shall be settled by the payment of sums which counsel selected by the Board
shall not deem reasonable payment for avoiding expenses of litigation, or
with respect to matters for which such indemnification shall be in addition
to any other rights to which directors or officers may be entitled.
ARTICLE
VIII
AMENDMENT
These by-laws may be altered, amended or repealed at any meeting of the
directors at which a quorum is present by the affirmative vote of a
majority of the directors eligible to vote, provided at least five days'
written notice is given of an intention to alter, amend or repeal these
by-laws at such a meeting.
Certificate of Secretary
I, the undersigned, being
the Secretary of the British-American Commerce Association, hereby certify
that the foregoing form of by-laws was adopted by the directors of the
Association effective on November 20, 2008.
IN WITNESS WHEREOF, I have signed this certification on this the ____ day
of November, 2008.
___________________________________
Heidy McWhorter, Secretary
|
