BY LAWS OF
THE AUSTIN BONSAI SOCIETY
<<Adopted September 14, 1994>>
<<Amended Article III, Section 6 April 9, 2014>>
ARTICLE I. NAME
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".
ARTICLE II. PURPOSE
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.
ARTICLE III. MEMBERSHIP
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.
ARTICLE IV. MEETINGS OF MEMBERS
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
present.
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.
ARTICLE V. ELECTIONS
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.
ARTICLE VI. EXECUTIVE BOARD
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
meeting.
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
Society.
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
specified.
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.
ARTICLE VII. OFFICERS
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
Board.
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
President.
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.
ARTICLE VIII. TERMS OF OFFICE
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.
ARTICLE IX. FINANCE
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
time.
Section 2. Fiscal year. The fiscal year and the calendar year shall be the
same.
Section 3. Dues.
A. Dues for members shall be determined by a quorum of the
membership present at any authorized meeting and are not
refundable.
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
amount.
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.
ARTICLE X. DISSOLUTION
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.
ARTICLE XI. NAME USAGE
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.
ARTICLE XII. AMENDMENTS
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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