AMENDED BYLAWS
OF
LONE STAR ANTIQUE TRACTOR & ENGINE ASSOCIATION,
INC.
A Texas Non-Profit Corporation
Texas Secretary of State File Number 32039729788
These Bylaws govern the affairs of
LONE STAR ANTIQUE TRACTOR &
ENGINE ASSOCIATION INC.,
A Texas Non-Profit Corporation
ARTICLE 1
OFFICES: Principal Office
1.01 The Corporation's principal office in Texas
will be located at 12562 Dudley Road, Whitehouse, Smith County, Texas 75791.
The Corporation may have such other offices, in Texas or elsewhere, as the
Board of Directors may determine. The Board may change the location of any
office of the Corporation.
Registered Office and Registered
Agent
1.02 The Corporation will maintain a registered
office and registered agent in Texas. The registered office may, but need not,
be identical with the Corporation's principal office in Texas. The Board may
change the registered office and the registered agent as permitted in the Texas
Non-Profit Corporation Act.
ARTICLE 2
MEMBERS: Class of Members
2.01 The Corporation will have one class of
members.
Admitting Members and Renewing
Membership
2.02 Natural persons may be admitted to membership
in the Corporation by the Board. The Board may adopt and amend application
procedures and qualifications for membership in the Corporation. An affirmative
vote of the majority of the Directors present and voting is required for
admitting any applicant who meets the membership qualifications then in effect.
A member may renew membership by paying all required fees.
Membership Fees and Dues
2.03 The Board may set and change the amount of an
initiation fee, if any, and the annual dues payable to the Corporation by
members. Dues are payable on the first day of February of each year.
Certificates of Membership
2.04 The Board may provide for issuing
certificates evidencing membership in the Corporation. When a person has been
admitted as a member and has paid any required fees and dues, the Corporation
will issue a membership certificate to the person. Such certificates will be
signed by the president or a vice president and the secretary or an assistant
secretary. Membership certificates will be numbered consecutively. If a
certificate is lost, mutilated, or destroyed, a new one may be issued.
Voting Rights
2.05 Each member is entitled to one vote on each
matter voted upon.
Resolving Disputes
2.06 In any dispute between members relating to the
Corporation'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 as described in Civil Practice and Remedies Code Section
171.021 regardless of whether the parties have met together with a mediator.
This paragraph will not apply to a dispute involving the Corporation as a party
relating to the sanctioning, suspending, or expelling a member from the
Corporation. The Board may authorize using corporate funds for mediation or
arbitration.
Sanctioning, Suspending, or
Terminating Members
2.07 The Board may impose reasonable sanctions on
a member, or suspend or expel a member from the Corporation, for good cause
after a hearing. Good cause includes defaulting on an obligation to the
Corporation to pay fees or dues for a period of 60 days following delivery of
notice of default, or a material and serious violation of the Corporation's
articles of incorporation, bylaws, or rules, or of law. The Board may delegate
powers to a regular or ad hoc committee to conduct a hearing, make
recommendations to the Board, or take action on the Board's behalf. The Board
or a committee designated by the Board to handle a matter involving
sanctioning, suspension, or expulsion may not take any action against 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 or a
committee designated by the Board to handle a matter involving sanctioning,
suspension, or expulsion] 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. The Board or a committee designated by the Board to handle
a matter involving sanctioning, suspension, or expulsion may impose sanctions,
suspend a member, or expel a member by vote of a majority of directors who are
present and voting.
Resignation
2.08
Any member may resign from
the Corporation by submitting a written resignation to the secretary. The
resignation need not be accepted by the Corporation to be effective. A member's
resignation 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.
Reinstatement
2.09 A former member may submit a written
request for reinstatement of membership. The Board or a committee designated by
the Board to handle the matter may reinstate membership on any reasonable terms
that the Board or committee deems appropriate.
Transferring Membership
2.10 Membership in the Corporation is not
transferable or assignable. Membership terminates when the Corporation
dissolves or a member dies. Membership is not a property right that may be
transferred after a member dies.
Waiving Interest in Corporate
Property
2.11 The Corporation owns all real and
personal property, including all improvements located on the property, acquired
by the Corporation. A member has no interest in specific property of the
Corporation. Each member waives the right to require partition of all or part
of the Corporation's property.
ARTICLE 3
MEETINGS OF MEMBERS
Annual Meeting
3.01 Beginning in 2009, the Board will hold
an annual members' meeting at 7:00 PM, on the first Thursday of July 2009 and subsequently
each February of each following year or at another time that the Board
designates. At the annual meeting, the members will elect directors and
transact any other business that may come before the meeting. If, in any year,
the election of directors 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 directors.
Special Meetings
3.02 Special meetings of the members may be
called by the President, the Board, or not less than 20% of the voting members.
Place of Meeting
3.03 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 Corporation's registered office
in Texas.
Notice of Meetings
3.04 Written or printed notice of any
members' meeting, not 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 Article 1396--2.11A of the Revised Civil Statutes. 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 of the members meet and consent to holding a
meeting, any corporate action may be taken at the meeting regardless of lack of
proper notice.
Eligibility to Vote at Members'
Meetings
3.05 A member in good standing is entitled
to vote at a meeting of the members of the corporation. A member in good standing
is one who has paid all required fees and dues and is not suspended as of the
date of the meeting. The record date for
determining the members entitled to vote at any meeting of members will be
established by the Board according to Article 1396--2.11A of the Revised Civil
Statutes. 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 corporation 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.
Quorum
3.06 Members holding one-tenth of the votes
that may be cast at a meeting who attend the meeting in person will constitute
a quorum at a meeting of members. 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. But 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 are present may adjourn and reconvene the meeting
once without further notice.
Actions of Membership
3.07 The membership 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
vote at a meeting at which a quorum is present, is enough to constitute the act
of the membership unless law or the bylaws require a greater number. Voting
will be by ballot or voice, except that any election of directors will be by
ballot if demanded by any voting member at the meeting before the voting
begins.
Proxies
3.08 No proxy votes are permitted.
ARTICLE 4: BOARD OF DIRECTORS
Management of Corporation
4.01 The Board will manage corporate
affairs.
Number, Qualifications, and Tenure of
Directors
4.02 The number of Directors will be six. Directors must be Texas residents. Directors will be members of the Corporation. The immediate past President shall be an ex - officio, voting member of Board and shall serve for a term of one year. When the other first six members of the Board are elected on or about the first Thursday in July, 2009, three of these members will serve for a one - year term and the other three members will serve for a two - year term. To determine which term lengths each of the first six Board members will serve a drawing will be held. Thereafter, Board members will be elected at the Annual Meeting on the first Thursday in February of each succeeding year, with the exception of the April 2010 Annual Meeting when new Board members will be elected by the corporation to serve until February 2012. Board members whose terms are expiring will have an election to fill those three positions. A Board member whose term is expiring may be re-elected to the Board.
Nominating Directors
4.03 At any meeting at which the election
of a director is held, a voting member in good standing may nominate a person
with the second of any other voting member in good standing.
Electing Directors
4.04 A person who meets the qualifications
for director and who has been duly nominated may be elected as a director.
Directors will be elected by the vote of the membership of LONE STAR
ANTIQUE TRACTOR & ENGINE ASSOCIATION, INC., a Texas Nonprofit Corporation.
Each director will hold office until a successor is elected and qualifies. A
director may be elected to succeed himself or herself as director.
Directors will be elected at the
annual meeting of the members.
Vacancies
4.05 The Board will fill any vacancy in the
Board and any director position to be filled due to an increase in the number
of directors. A vacancy is filled by the affirmative vote of a majority of the
remaining directors, even if it is less than a quorum of the Board, or if it is
a sole remaining director. A director selected to fill a vacancy will be serve
for the unexpired term of his or her predecessor in office.
Annual Meeting
4.06 The annual meeting of the Board may be
held without notice other than these Bylaws. The annual Board meeting will be
held each year immediately after the annual members' meeting.
Regular Meetings
4.07 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
Corporation'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.
Special Meetings
4.08 Special Board meetings may be called
by, or at the request of, the president or any two directors. A person or
persons authorized to call special meetings of the Board may fix any place
within Texas as the place for holding a special meeting. The person or persons
calling a special meeting will inform the secretary of the corporation of the
information to be included in the notice of the meeting. The secretary of the
Corporation will give notice to the directors as these Bylaws require.
Notice
4.09 Written or printed notice of any
special meeting of the Board will be delivered to each director 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; who called it; and the purpose
or purposes for which it is called.
Quorum
4.10 A majority of the number of directors
then in office constitutes a quorum for transacting business at any Board
meeting. The directors present at a duly called or held meeting at which a
quorum is present may continue to transact business even if enough directors
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 directors
required for a quorum. If a quorum is never present at any time during a
meeting, a majority of the directors present may adjourn and reconvene the
meeting once without further notice.
Duties of Directors
4.11 Directors 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 Corporation'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 directors,
directors may, in good faith, rely on information, opinions, reports, or
statements, including financial statements and other financial data, concerning
the Corporation or another person that has been prepared or presented by a
variety of persons, including officers and employees of the Corporation,
professional advisors or experts such as accountants or legal counsel. A
director is not relying in good faith if he or she has knowledge concerning a
matter in question that renders reliance unwarranted. Directors are not deemed to have the duties
of trustees of a trust with respect to the Corporation or with respect to any
property held or administered by the Corporation, including property that may
be subject to restrictions imposed by the donor or transferor of the property.
Duty To Avoid Improper Distributions
4.12 Directors who vote for or assent to
improper distributions are jointly and severally liable to the Corporation for
the value of improperly distributed assets, to the extent that, as a result of
the improper distribution or distributions, the corporation lacks sufficient
assets to pay its debts, obligations, and liabilities. Any distribution made
when the Corporation is insolvent, other than in payment of corporate debts, or
any distribution that would render the Corporation 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. Directors 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 Corporation before adjournment of the meeting in question or
mailed to the secretary by registered mail immediately after adjournment. A director is not liable if, in voting for or
assenting to a distribution, the director (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 Corporation; legal counsel, public
accountants, or other persons as to matters the director reasonably believes
are within the person's professional or expert competence; or a committee of
the Board of which the director is not a member; (2) while acting in good faith
and with ordinary care, considers the Corporation's assets to be at least that
of their book value; or (3) in determining whether the Corporation 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, directors 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 Corporation.
Directors 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.
Delegating Duties
4.13 Directors 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
Corporation's behalf; and to sell, transfer, or otherwise dispose of the
Corporation's assets and properties at a time and for a consideration that the
advisor deems appropriate. The directors 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.
Interested Directors
4.14 Contracts or transactions between
directors, 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 director, 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
director 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 directors or other group with the authority to
authorize the transaction.
Actions of Board of Directors
4.15 The Board will try to act by
consensus. However, if a consensus is not available, the vote of a majority of
directors 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 Bylaws. A director who
is present at a meeting and abstains from a vote is not 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 director who is represented by proxy in a vote is considered
present.
Proxies
4.16 No proxies are permitted.
Compensation
4.17 Directors may not receive salaries for
their services. The Board may adopt a resolution providing for paying directors
a fixed sum and expenses of attendance, if any, for attending each Board
meeting. A director may serve the Corporation in any other capacity and receive
compensation for those services. Any compensation that the Corporation pays to
a director will be reasonable and commensurate with the services performed.
Removing Directors
4.18 The Board or members may vote
to remove a director at any time, without cause. A meeting to consider removing a director may
be called and noticed following the procedures provided in these Bylaws for a
special meeting of the Board of Directors or the members of the
corporation. The notice of the meeting will state that the issue of possibly
removing the director will be on the agenda.
At the meeting, the director may present evidence of why he or she
should not be removed and may be represented by an attorney at and before the
meeting. Also, at the meeting, the Corporation will consider possible
arrangements for resolving the problems that are in the mutual interest of the
Corporation and the director. A director
may be removed by the affirmative vote of 51 percent of the Board or members.
ARTICLE 5: OFFICERS
Officer Positions
5.01 The Corporation's officers will be a
president, a secretary, one vice president, and a treasurer. The Board may
create additional officer positions, define the authority and duties of each
such position, and elect or appoint persons to fill the positions. The same
person may hold any two or more offices, except for president and
secretary. These officers are not
members of the Board but the Secretary of the Corporation shall keep minutes of
proceeding of Board meetings and certify documents of the Corporation as the
Secretary.
Election and Term of Office
5.02 The Corporation's officers will be
elected annually by the Board at the annual Board meeting. If officers are not
elected at this time, they will be elected as soon thereafter as possible. Each officer will hold office until a
successor is duly selected and qualifies. An officer may be elected to succeed
himself or herself in the same office.
Removal
5.03 Any officer elected or appointed by
the Board may be removed by the Board without good cause.
Vacancies
5.04 The Board may select a person to fill
a vacancy in any office for the unexpired portion of the officer's term.
President
5.05 The president is the Corporation's
chief executive officer. He or she will supervise and control all of the
Corporation's business and affairs and will preside 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
Corporation's behalf if this power is expressly delegated to another officer or
agent of the Corporation by the Board, these Bylaws, or statute. The president
will perform other duties prescribed by the Board and all duties incident to
the office of president.
Vice President
5.06 When the president is absent, cannot
act, or refuses to act, a vice president will perform the president's duties.
When acting in the president's place, the vice president has all the powers
of--and is subject to all the restrictions on--the president. A vice president will perform other duties
as assigned by the president or Board.
Treasurer
5.07 The
treasurer will:
(a) Have charge and custody
of--and be responsible for--all the Corporation's funds and securities.
(b) Receive and
give receipts for moneys due and payable to the Corporation from any source.
(c) Deposit all
moneys in the Corporation's name in banks, trust companies, or other
depositories as these Bylaws provide or as the Board or president directs.
(d) Write
checks and disburse funds to discharge the Corporation's obligations.
(e) Maintain
the Corporation's financial books and records.
(f) Prepare
financial reports at least annually.
(g) Perform
other duties as assigned by the president or the Board.
(h) If the
Board requires, give a bond for faithfully discharging his or her duties in a
sum and with a surety as determined by the Board.
(i) Perform
all of the duties incident to the office of treasurer.
Secretary
5.08. The Secretary will:
(a) Give all
notices as provided in the bylaws or as required by law.
(b) Take
minutes of the meetings of the members and the Board and keep the minutes as
part of the corporate records.
(c) Maintain
custody of the corporate records and seal.
(d) Affix the
corporate seal to all documents as authorized.
(e) Keep a
register of the mailing address of each member, director, officer, and employee
of the Corporation.
(f) Perform
duties as assigned by the president or the Board.
(g) Serve as
recording secretary of the Board and certify documents of the Corporation.
(h) Perform all
duties incident to the office of secretary.
ARTICLE 6: COMMITTEES
Establishing Committees
6.01 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. A committee will
include two or more directors and may include persons who are not directors. If
the Board delegates any of its management authority to a committee, the
majority of the committee will consist of directors. 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. Establishing a committee or delegating
authority to it will not relieve the Board, or any individual director, of any
responsibility imposed by these Bylaws or otherwise imposed by law. No
committee has the authority of the Board to:
1.
(a) Amend the articles of incorporation.
(b) Adopt a
plan of merger or of consolidation with another corporation.
(c) Authorize
the sale, lease, exchange, or mortgage of all or substantially all of the
Corporation's property and assets.
(d) Authorize
voluntary dissolution of the Corporation.
(e) Revoke
proceedings for voluntary dissolution of the Corporation.
(f) Adopt a
plan for distributing the Corporation's assets.
(g) Amend,
alter, or repeal these Bylaws.
(h) Elect,
appoint, or remove a member of a committee or a director or officer of the
Corporation.
(i) Approve
any transaction to which the Corporation is a party and that involves a
potential conflict of interest as defined in paragraph 7.04, below.
(j) Take any
action outside the scope of authority delegated to it by the Board.
(k) Take
final action on a matter requiring membership approval.
Authorization of Specific Committees
6.02 The following committees are
authorized: Membership, Nominating and Program Committees. The Board will
define the activities and scope of authority of each committee by resolution.
Term of Office
6.03 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.
Chair and Vice-Chair
6.04 One member of each committee will be
designated as the committee chair, and another member of each committee will be
designated as the vice-chair. The chair and vice-chair will be 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.
Notice of Meetings
6.05 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.
Quorum
6.06 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.
Actions of Committees
6.07 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 Bylaws. A committee member who is present at a meeting and
abstains from a vote is not considered to be present and voting for the purpose
of determining the act of the committee.
Proxies
6.08 A committee member may not vote by
proxy.
Compensation
6.09 Committee members may not receive
salaries for their services. The Board may adopt a resolution providing for
paying committee members a sum for their expenses, if any, for attending each
meeting of the committee. Any such expense payments that the Corporation pays
to a committee member will be reasonable and commensurate with the expense
incurred.
Rules
6.10 Each committee may adopt its own
rules, consistent with these Bylaws or with other rules that may be adopted by
the Board.
ARTICLE 7: TRANSACTIONS OF CORPORATION
7.01 Contracts. The Board may authorize any officer or agent
of the Corporation to enter into a contract or execute and deliver any
instrument in the name of, and on behalf of, the Corporation. 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.
Deposits
7.02 All the Corporation's funds will be
deposited to the credit of the Corporation in banks, trust companies, or other
depositories that the Board selects.
Gifts
7.03 The Board may accept, on the
Corporation's behalf, any contribution, gift, bequest, or devise for the
general purposes or for any special purpose of the Corporation. The Board may
make gifts and give charitable contributions not prohibited by these Bylaws,
the articles of incorporation, state law, and provisions set out in federal tax
law that must be complied with to maintain the Corporation's federal and state
tax status.
Potential Conflicts of Interest
7.04 The Corporation may not make any loan
to a director or officer of the Corporation. A member, director, officer, or
committee member of the Corporation may lend money to--and otherwise transact
business with--the Corporation except as otherwise provided by these Bylaws,
the articles of incorporation, and applicable law. Such a person transacting
business with the Corporation has the same rights and obligations relating to
those matters as other persons transacting business with the Corporation. The
Corporation may not borrow money from--or otherwise transact business with--a
director, officer, or committee member of the Corporation unless the
transaction is described fully in a legally binding instrument and is in the
Corporation's best interests. The Corporation may not borrow money from--or
otherwise transact business with--a director, officer, or committee member of
the Corporation without full disclosure of all relevant facts and without the
Board’s or the members’ approval, not including the vote of any person having a
personal interest in the transaction.
Prohibited Acts
7.05 As long as the Corporation exists, and
except with the Board's or the members' prior approval, no member, director,
officer, or committee member of the Corporation may:
(a) Do any act
in violation of these Bylaws or a binding obligation of the Corporation.
(b) Do any
act with the intention of harming the Corporation or any of its operations.
(c) Do any
act that would make it impossible or unnecessarily difficult to carry on the
Corporation's intended or ordinary business.
(d) Receive
an improper personal benefit from the operation of the Corporation.
(e) Use the
Corporation's assets, directly or indirectly, for any purpose other than
carrying on the Corporation's business.
(f) Wrongfully
transfer or dispose of Corporation property, including intangible property such
as good will.
(g) Use the
Corporation's name (or any substantially similar name) or any trademark or
trade name adopted by the Corporation, except on behalf of the Corporation in
the ordinary course of its business.
(h) Disclose
any of the Corporation's business practices, trade secrets, or any other
information not generally known to the business community to any person not
authorized to receive it.
ARTICLE 8: BOOKS AND RECORDS
Required Books and Records
8.01 The
Corporation will keep correct and complete books and records including the
following:
(a) A
file-endorsed copy of all documents filed with the Texas Secretary of State
relating to the Corporation, including but not limited to the articles of
incorporation, and any articles of amendment, restated articles, articles of
merger, articles of consolidation, and statement of change of registered office
or registered agent.
(b) A copy of
all bylaws, including these Bylaws, and any amended versions or amendments to
them.
(c) Minutes of
the proceedings of the members, Board, and committees having any of the
authority of the Board.
(d) A list of
the names and addresses of the members, directors, officers, and any committee
members of the Corporation.
(e) A financial
statement showing the Corporation's assets, liabilities, and net worth at the
end of the three most recent fiscal years.
(f) A
financial statement showing the Corporation's income and expenses for the three
most recent fiscal years.
(g) All
rulings, letters, and other documents relating to the Corporation's federal,
state, and local tax status.
(h) The
Corporation's federal, state, and local tax information or income-tax returns
for each of the Corporation's three most recent tax years.
Inspection and Copying
8.02 Any member, director, officer, or
committee member of the Corporation may inspect and receive copies of all the
corporate books and records required to be kept under the bylaws. 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 Corporation. 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 five working days after the
Corporation receives a proper written request. The Board may establish
reasonable copying fees, which may cover the cost of materials and labor. The
Corporation will provide requested copies of books or records no later than
five working days after receiving a proper written request.
Audits
8.03 Any member may have an audit conducted
of the Corporation'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 Corporation to an audit more than
once in any fiscal year.
ARTICLE 9: FISCAL YEAR
The Corporation's fiscal year of the
Corporation will begin on the first day of January and end on the last day in December in
each year.
ARTICLE 10: INDEMNIFICATION
When Indemnification Is Required,
Permitted, and Prohibited
10.01 (a) The Corporation will
indemnify a director, officer, member, committee member, employee, or agent of
the Corporation who was, is, or may be named defendant or respondent in any
proceeding as a result of his or her actions or omissions within the scope of
his or her official capacity in the Corporation. For the purposes of this
article, an agent includes one who is or was serving at the Corporation's
request as a director, officer, partner, venturer, proprietor, trustee,
partnership, joint venture, sole proprietorship, trust, employee-benefit plan,
or other enterprise.
(b) The Corporation will
indemnify a person only if he or she acted in good faith and reasonably
believed that his or her conduct was in the Corporation's best interests. In
case of a criminal proceeding, the person may be indemnified only if he or she
had no reasonable cause to believe that the conduct was unlawful. The
Corporation will not indemnify a person who is found liable to the Corporation
or is found liable to another on the basis of improperly receiving a personal
benefit from the Corporation. A person is conclusively considered to have been
found liable in relation to any claim, issue, or matter if the person has been
adjudged liable by a court of competent jurisdiction and all appeals have been
exhausted. Termination of a proceeding by judgment, order, settlement,
conviction, or on a plea of nolo contendere or its equivalent does not
necessarily preclude indemnification by the Corporation.
(c) The
Corporation will pay or reimburse expenses incurred by a director, officer,
member, committee member, employee, or agent of the Corporation in connection
with the person's appearance as a witness or other participation in a
proceeding involving or affecting the Corporation when the person is not a
named defendant or respondent in the proceeding.
(d) In
addition to the situations otherwise described in this paragraph, the
Corporation may indemnify a director, officer, member, committee member,
employee, or agent of the Corporation to the extent permitted by law. However,
the Corporation will not indemnify any person in any situation in which
indemnification is prohibited by paragraph 10.01(a), above.
(e) The
corporation may advance expenses incurred or to be incurred in the defense of a
proceeding to a person who might be eventually be entitled to indemnification,
even though there has been no final disposition of the proceeding. Advancement
of expenses may occur only when the procedural conditions specified in
paragraph 10.03(c), below, have been satisfied. Furthermore, the Corporation
will never advance expenses to a person before final disposition of a
proceeding if the person is a named defendant or respondent in an proceeding
brought by the Corporation if the person is alleged to have improperly received
a personal benefit or committed other wilful or intentional misconduct.
Extent and Nature of Indemnity
10.02 The
indemnity permitted under these Bylaws includes indmenity against judgments,
penalties, (including excise and similar taxes), fines, settlements, and
reasonable expenses (including attorney's fees) actually incurred in connection
with the proceeding. If the proceeding was brought by or on behalf of the
Corporation, the indemnification is limited to reasonable expenses actually
incurred by the person in connection with the proceeding.
Procedures
Relating to Indemnification Payments
10.03 (a) Before the Corporation may
pay any indemnification expenses (including attorney's fees), the Corporation
must specifically determine that indemnification is permissible, authorize
indemnification, and determine that expenses to be reimbursed are reasonable,
except as provided in subparagraph (c), below. The Corporation may make these
determinations and decisions by any one of the following procedures:
1. Majority vote of a quorum consisting of
directors who, at the time of the vote, are not named defendants or respondents
in the proceeding.
2. If such
a quorum cannot be obtained, by a majority vote of a committee of the Board,
designated to act in the matter by a majority vote of all directors, consisting
solely of two or more directors who at the time of the vote are not named
defendants or respondents in the proceeding.
3. Determination
by special legal counsel selected by the Board by the same vote as provided in
sub-subparagraphs (i) or (ii), above, or if such a quorum cannot be obtained
and such a committee cannot be established, by a majority vote of all
directors.
4. Majority
vote of members, excluding directors or other members who are named defendants
or respondents in the proceeding.
(b)
The Corporation will authorize indemnification and determine that expenses to
be reimbursed are reasonable in the same manner that it determines whether
indemnification is permissible. If special legal counsel determines that
indemnification is permissible, authorization of indemnification and
determination of reasonableness of expenses will be made as specified by
subparagraph (a)(iii), above, governing selection of special legal counsel. A
provision contained in the articles of incorporation, or a resolution of
members or the Board that requires the indemnification permitted by paragraph
10.01, above, constitutes sufficient authorization of indemnification even
though the provision may not have been adopted or authorized in the same manner
as the determination that indemnification is permissible.
(c)
The Corporation will advance expenses before final disposition of a proceeding
only after it determines that the facts then known would not preclude indemnification.
The determination that the facts then known to those making the determination
would not preclude indemnification and authorization of payment will be made in
the same manner as a determination that indemnification is permissible under
subparagraph (a), above. In addition to
this determination, the Corporation may advance expenses only after it receives
a written affirmation and undertaking from the person to receive the advance.
The person's written affirmation will state that he or she has met the standard
of conduct necessary for indemnification under these Bylaws. The written
undertaking will provide for repayment of the amounts advanced by the
Corporation if it is ultimately determined that the person has not met the
requirements for indemnification. The undertaking will be an unlimited general
obligation of the person, but it need not be secured and may be accepted
without reference to financial ability to repay.
(d) Any
indemnification or advance of expenses will be reported in writing to the
Corporation's members. The report will be made with or before the notice or
waiver of notice of the next membership meeting, or with or before the next
submission to members of a consent to action without a meeting. In any case,
the report will be sent within the 12-month period immediately following the
date of the indemnification or advance.
ARTICLE 11: NOTICES
Notice by Mail or Telegram
11.01 Any
notice required or permitted by these Bylaws to be given to a member, director,
officer, or member of a committee of the Corporation may be given by mail or
telegram. If mailed, a notice is deemed delivered when deposited in the mail
addressed to the person at his or her address as it appears on the corporate
records, with postage prepaid. If given by telegram, a notice is deemed
delivered when accepted by the telegraph company and addressed to the person at
his or her address as it appears on the corporate records. A person may change
his or her address in the corporate records by giving written notice of the
change to the secretary of the corporation.
Signed Waiver of Notice
11.02 Whenever
any notice is required by law or under the articles of incorporation or these
Bylaws, a written waiver signed by the person entitled to receive such notice
is considered the equivalent to giving the required notice. A waiver of notice
is effective whether signed before or after the time stated in the notice being
waived.
Waiving Notice by Attendance
11.03 A
person's attendance at a meeting constitutes waiver of notice of the meeting
unless the person attends for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened.
ARTICLE 12: SPECIAL PROCEDURES
CONCERNING MEETINGS
Meeting by Telephone
12.01 The
members, Board of Directors, and any committee of the Corporation may hold a
meeting by telephone conference-call procedures. In all meetings held by
telephone, matters must be arranged in such a manner that all persons
participating in the meeting can hear each other; the notice of a meeting by
telephone conference must state the fact that the meeting will be held by
telephone as well as all other matters required to be included in the notice;
and a person's participating in a conference-call meeting constitutes his or
her presence at the meeting.
Decision Without Meeting
12.02 Any
decision required or permitted to be made at a meeting of the members, Board,
or any committee of the Corporation may be made without a meeting. A decision
without a meeting may be made if a written consent to the decision is signed by
all the persons entitled to vote on the matter. The original signed consents
will be placed in the Corporation minute book and kept with the corporate
records.
Proxy Voting
12.03 No
proxy voting is permitted.
ARTICLE 13: AMENDING BYLAWS
These Bylaws may be altered, amended,
or repealed, and new bylaws may be adopted by the Board of Directors. The notice of any meeting at which these
Bylaws are altered, amended, or repealed, or at which new bylaws are adopted
will include the text of the proposed bylaw provisions as well as the text of
any existing provisions proposed to be altered, amended, or repealed.
Alternatively, the notice may include a fair summary of those provisions.
ARTICLE 14: MISCELLANEOUS PROVISIONS
Legal Authorities Governing
Construction of Bylaws
14.01 These
Bylaws will be construed under Texas law. All references in these Bylaws to
statutes, regulations, or other sources of legal authority will refer to the
authorities cited, or their successors, as they may be amended from time to
time.
Legal Construction
14.02 To
the greatest extent possible, these Bylaws shall be construed to conform to all
legal requirements and all requirements for obtaining and maintaining all tax
exemptions that may be available to nonprofit corporations. If any bylaw
provision is held invalid, illegal, or unenforceable in any respect, the
invalidity, illegality, or unenforceability will not affect any other
provision, and the bylaws will be construed as if they had not included the
invalid, illegal, or unenforceable provision.
Headings
14.03 The
headings used in the bylaws are for convenience and may not be considered in
construing the bylaws.
Number
14.04 Singular
words include the plural, and all plural words include the singular.
Seal
14.05 The
Board of Directors may provide for a corporate seal. Such a seal would consist
of two concentric circles containing the words “LONE STAR ANTIQUE TRACTOR &
ENGINE ASSOCIATION, INC.”, in one circle and the word “Texas Non-Profit
Corporation,” together with the date of incorporation in the other circle.
Power of Attorney
14.06 A
person may execute any instrument related to the Corporation by means of a
power of attorney if an original executed copy of the power of attorney is provided
to the secretary to be kept with the corporate records.
Parties Bound
14.07 The
bylaws will bind and inure to the benefit of the members, directors, officers,
committee members, employees, and agents of the Corporation and their
respective heirs, executors, administrators, legal representatives, successors,
and assigns except as the bylaws otherwise provide.
CERTIFICATE
OF SECRETARY
I certify that I am the duly elected
secretary of “LONE STAR ANTIQUE TRACTOR & ENGINE ASSOCIATION, INC.”, A
Texas Non-Profit Corporation, and that these Bylaws constitute the
Corporation’s Bylaws. These Bylaws were duly amended at a meeting of the Board
of Directors held on 2 June 2011.
Dated: 2 June 2011
_________________________________
Carrie Jo Parmley
Secretary of the Corporation