Austin Bonsai Society
Austin Bonsai Society



<<Adopted September 14, 1994>>

<<Amended Article III, Section 6 April 9, 2014>>


     The name of this organization shall be the Austin Bonsai Society, and herein-

     after in these By Laws shall be referred to as the "Society".



     The general purposes of this Society are to:

     A.    Promote interest in and knowledge of the art of bonsai.

     B.    Provide a forum for the dissemination of knowledge of the art and

            horticulture of bonsai.

     C.    Promote the collection and exhibition of bonsai.

     D.    Acquaint those interested in bonsai with one another.



     Section 1.     This Society shall be self-governing, non-partisan, non-

                        sectarian, and non-profit in accordance with Sec. 501(c)(4) of

                        the Internal Revenue Code.

     Sectiion 2.    Membership is available to anyone interested in the art of

                        bonsai.  No one shall be denied membership in this Society

                        based on their race, color, sex, or creed.

     Section 3.     Classes of Membership.

                        A.  Individual Membership.

                        B.  Family Membership (Two adults).

                        C.  Student Membership.  Students under the age of eighteen

                             (18) years of age shall pay fifty (50) percent of the

                             Individual Membership dues.

                        D.  Honorary Membership.  The Executive Board may desig-

                              nate certain individuals as Honoray Members in recogni-

                              tion of the past and current achievements of those individ-

                              uals in the art and science of bonsai on either a local or

                              national level.  However, there shall be no more than ten

                              Honorary Members at any one time.  Honorary members

                              shall have all the rights and privileges of membership,

                              except that they shall not be permitted to vote or to hold

                              office in the Society, and shall not be required to pay dues.

                        E.  Corresponding Membership.  A Corresponding Membership

                              is available to any individual who does not reside in the

                             Austin, Texas area but does reside within one of the conti-

                              guous states of the United States.  The dues for such mem-

                              bership shall be fifty (50) percent of the Individual

                              Membership dues.

Section 4.      Resignation.  Any member may resign his membership by

                        giving written notice of resignation to the Secretary of the

            Society.  The dues paid for the current year are not refundable.

     Section 5.     Liability of Members.

                        A.  All persons or corporations extending credit to, contract-

                               ing with, or having any claim against this Society shall

                               look solely to the funds and property of the Society for

                               payment of any such contract, claim, debt, judgment,

                               decree, or cause of action or any money that may in any

                               way become due from this Society.

                        B.  Neither the members of this Society nor the Board of Di-

                              rectors shall be personally liable for any debts,

                              liabilities, or obligations of the Society.

                        C.  This organization is a non-profit Society, the members of

                              which shall not be entitled to any individual or

                               collective interest participation, share rights in, or prop-

                               erty rights in, or assets of this society, but such rights and

                               assets shall be held and constituted to be the indivisible

                               property of the Society.  No pecuniary profits, or payments

                               of like nature shall ever be declared or paid to the mem-

                               bers of this Society.

     Section 6.     The Texas State Bonsai Exhibit

Members in good standing of the Austin Bonsai Society are

voting members of TTSBE.


     Section 1.     Monthly Meetings.  The monthly meeting of the members of

                        this Society shall be held at a time and place approved by a

                        majority of the members at any meeting at which a quorum is


     Section 2.     Rules.  Robert's Rules of Order shall be the governing rules

                        for conducting meetings of the membership, unless otherwise

                        prescribed by these By Laws.

     Section 3.     Commercial Activities.  No commercial activity or promotion

                        shall be conducted during meetings or programs of the Society

                        without the approval of the Executive Board.

     Section 4.     Quorum.  A quorum shall consist of a majority of the members

                        present at the time of the vote.


     Section 1.     At the September meeting, the President shall appoint a

                        nominating committee Chairperson and two or more commit-

                        tee members to select a slate of officers for presentation at the

                        October meetings.  Nominations from the floor will be

                        accepted for any of these positions at the October meeting.

     Section 2.     The President, Vice President, Secretary, Treasurer and three

Board  Members at Large shall be nominated at the October

                        meeting, and the election will be held at the November meet-

                        ing.  They will assume their duties at the January meeting.

     Section 3.     Should any position have two or more candidates, voting shall

                        be by secret ballot.  Members in good standing may cast one

                        vote in person, by signed proxy or absentee ballot.

     Section 4.     The Nominating Committee shall prepare a ballot listing all

                        positions and nominees to be included n the November edi-

                        tion of the Society newsletter and may be used for absentee or

                        proxy voting when completed and signed by a member.

                        Absentee ballots must be received at the address shown on the

                        ballot prior to the November meeting.

     Section 5.     The Board shall be elected by a simple majority of absentee

                        and votes cast at the November meeting.


     Section 1.     All business of the Society, except as stated in these By Laws,

                        shall be conducted by the Executive Board.  The Executive

                        Board shall establish and maintain a set of Policies and

                        Procedures by which the Executive Board shall operate and

                        conduct business of the Society.   A copy of these Policies and

                        Procedures shall be maintained and available at all meetings

                        of the Executive Board.

     Section 2.     Procedural Rules.  All actions of the Board of Directors must

                        be in accordance with Robert's Rules of Order.

     Section 3.     Number of Directors.  The Executive Board shall consist of the

                        President, Vice President, Secretary and Treasurer, three Board                  

Members at Large and the immediate past President of the

                        Board.  Should the immediate past President decide not to

                        serve on the Board, the Directors, at their discretion, may or

                        may not fill the vacancy.

     Section 4.     Vacancies.  Vacancies occurring in the Board shall be filled by

                        vote of the remaining directors, or if no directors remain, by

                        the membership taken at either a regular or special meeting of

                        the membership.

     Section 5.     Regular Meetings.  Regular meetings of the Board shall be

                        held at such time and place selected by a majority of the

                        Board.  Board members are expected to attend all meetings of

                        the Board. Failure to attend three (3) consecutive meetings,

                        without just cause, shall be grounds for removal from office

                        by vote of a majority of the Directors present at a regular


     Section 6.     Special Meetings.  Special meetings of the Board may be

                        called at any time by the President, or by any Director, and

                        may be held at any time and place without notice by unani-

                        mous consent of all members of the Board, or with the presence

and participations of all Board members at such meeting.

     Section 7.     Quorum.  At all meetings of the Board, a majority of the Dir-

                        ectors shall constitute a quorum which is necessary to conduct

                        business.  A majority vote by the Executive Board shall be

                        sufficient to pass any measure, except as otherwise provided

                        by the Articles of Incorporations or these By Laws.

     Section 8.     Fees and Compensation.  Directors shall not be entitled to

                        receive any compensation, fee, or salary for their services as

                        Directors, but reimbursement many be allowed for any moneys

                        or expenses actually incurred and paid for the benefit of the


     Section 9.     Removal and Resignation.  Any director may be removed for

                        cause, as defined in Article VI Section 5, by two-thirds

                        majority of all Directors present at any regular or special

                        meeting.   Any director may resign at any time by giving

                        written notice to the Board, the President or to the Secretary.

                        The resignation shall be effective upon receipt or at such date


     Section 10.   Any member determined by the Executive Board to be

                        engaged in conduct materially and seriously prejudicial to the

                        interests or purposes of the Society, shall be asked to resign.

                        If such member does not resign, the Executive Board, shall by

                        two-thirds vote may terminate said membership.


     Section 1.     Elected Officers.  The elected officers of this Society shall be

                        a President, a Vice President, a Secretary, and a Treasurer.

     Section 2.     Appointed Officers.  Any other officers required for the

                        transaction of Society business may be appointed by the


     Section 3.     Duties of Officers.

                        President.  The President shall preside at all meetings of the

                        Society and Executive Board.

                        Vice President.  The Vice President shall assist the President

                        in the operation of the Society, and shall preside at all

                        meetings in the absence of the President.

                        Secretary.  The Secretary shall record and file the minutes of                                  

the meetings of the Board and all business at the general

                        meetings requiring a vote, and shall maintain a file of all

                        records of the Society including an updated list of the mem-

                        bership, and shall conduct all correspondence required by the


                        Treasurer.  The Treasurer shall be responsible for the collec-

                        tions of dues and other funds of the Society, payment  of debts

                        and bills, shall keep a record of receipts and disbursements,

shall provide a summary thereof at each monthly meeting of 

                        the members, and provide the Secretary with a list of all

                        members whose dues have been paid.  A semi-annual and

                        annual financial report shall be prepared and presented to the

                        Executive Board.


     Section 1.     The President and Vice President shall serve a one year term.

                        No more than two (2) consecutive terms may be served in the

                        same office.

     Section 2.     The Secretary and Treasurer shall serve a one year term.  They

                        may continue to serve in these positions for an unlimited

                        number of terms.

     Section 3.     The Members At Large shall serve a one year term.  No more

                        than two (2) consecutive terms may be served in this position.


     Section 1.     Payments.  All checks, drafts, and orders for the payment of

                        money, notes and other evidences of indebtedness issued in

                        the name of the Society shall be signed by such officer or

                        officers as the Board of Directors may designate from time to


     Section 2.     Fiscal year.  The fiscal year and the calendar year shall be the


     Section 3.     Dues.

                        A.  Dues for members shall be determined by a quorum of the

                              membership present at any authorized meeting and are not


                        B.  Dues are payable on the first day of January of each year.

                              Any member whose dues for the calendar year are not paid

                              on or before the regular February meeting shall be dropped

                              from the membership roll.

                        C.  Dues for new members joining after the date of the June

                              meeting, shall be one-half of the yearly amount for that

                              calendar year.

     Section 4.     Any motion by a member of the Society which requires the

                        expenditure of Society funds, which has not been included in

                        the current budget, shall first be presented to the Executive

Board for approval.

     Section 5.     Contracts.  The Board, except as these By Laws otherwise

                        provide, may authorize any officer or officers, agent or agents,

                        to enter into any contract or execute any instrument in the

                        name of and on behalf of the Society, and such authority

                        may be general or specific and, unless so authorized by the

                        Board, no officer, agent, or employee shall have any power or

                        authority to find the Society by contract or agreement or to

pledge its credit or render it liable for any purpose or for any


     Section 6.     Financial audits.  A financial audit of the Treasurer's books

                        shall be required upon transferring the books from one

                        treasurer to another and at the close of the Society's fiscal

                        year.  Such audit will be performed by a committee appointed

                        by the President, consisting of members of the Society in

                        good standing.

     Section 7.     The Treasurer shall submit a Board approved annual budget

                        for the coming fiscal year to the membership for their

                        approval at the November meeting.


     Section 1.     The Society is one which does not contemplate pecuniary

                        gain or profit to the members thereof, and is organized for

                        non-profit purposes.  In the event the membership concludes

                        that the orgainization can no longer function in the manner

                        provided in these By Laws, then it shall be dissolved.

     Section 2.     Procedure.  The Society may be dissolved and the assets

                        distributed by the vote of a majority of all current members.

                        For the purpose of dissolution the entire current membership

                        constitutes a quorum.

     Section 3.     Distribution of Society assets.  All assets remaining after

                        payment of any debts shall be transferred to another non-profit

                        bonsai organization or organizations in the State of Texas,

                        having tax exempt status under the then exising provisions

                        of the Texas Non-Profit Corporation Act or under Article 12.03,

                        Title 122A of Vernon's Annotated Statutes, as amended, or

                        Sec. 501(c)(4) of the Internal Revenue Code.  Distribution of

                        the assets shall be decided as in Section 2 above.


     The name of the Austin Bonsai Society shall never be used by any persons,

     firm, or corporation without the written permission of the Executive Board.


     The By Laws of the Society may be amended at any general membership

     meeting, provided that notice of such meeting and its purpose shall have been

     given to all members in good standing of the Society at least thirty (30) days

     prior to the date of such meeting, and further provided that the proposed

     amendment shall have been approved by a majority of the Directors present

     and voting at a regular meeting of the Board prior to the giving of notice to

     the membership.  A minimum of three months must elapse between a meeting

     defeating a proposed amendment and a new proposal to approve the same or

     substantially the same amendment.


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