LISABI ELITE ASSOCIATION OF HOUSTON, INC
The descendants of Egba in Houston, Texas and suburbs desiring to promote the interest and welfare of one another; to unite towards protecting our heritage; to coordinate and intensify efforts in ensuring effective dialogue for the promotion of humanitarian objectives; to foster the cultural, economic, social welfare and educational·
Progress for all descendants of Egbaresiding abroad as well as positively impacting the life's of indigene living at geographical locations within the boundaries of Egba land.
We hereby constitute, resolve and agree to form a not-for-profit Association with a great sense of unity and honesty to be known as "LISABI ELITE ASSOCIATION OF HOUSTON, Inc.
Amended Constitution Adopted on October 26, 2014
ARTICLE 1: ARTICLE OF INCORPORATION
We, the undersigned and natural persons, at least two who are citizens of the STATE OF TEXAS, and who are of the age of 18 years or more, acting as incorporators of a corporation under the TEXAS NOT FOR PROFIT CORPORATION ACT, do hereby adopt the following ARTICLES OF INCORPORATION for such corporation:
ARTICLE 2: NAME, NATURE AND ADDRESS
- SECTION 1:
The name of the organization shall be "Lisabi Elite Association of Houston, “Incorporation.
- SECTION 2:
The Lisabi Elite Association of Houston, Inc. shall be duly registered -as a non- profit Membership Corporation in accordance with the appropriate laws of Texas.
- SECTION 3: :
The Permanent and mailing address of "The LISABI ELITE ASSOCIATION OF HOUSTON, Inc." shall be P.O BOX 2156 ALIEF, TX 77411
ARTICLE 3: MOTTO, ANTHEM AND LOGO
- SECTION 1:
The MOTTO of the Lisabi Elite Association of Houston, Inc. shall be:
"LOVE, UNITY AND PROGRESS"
- SECTION 2:
The ANTHEM of the Lisabi Elite Association of Houston, Inc. Shall be:
“The Egba Anthem:”
"LORI OKE ATI PETELE" by late Rev. I.0. Ransome-Kuti.
- SECTION 3:
The LOGO/EMBLEM OF LISABI ELITE ASSOCIATION OF HOUSTON, Inc. shall be: "0LUMO ROCK".
- SECTION 4
- To promote family atmosphere and unity among Egba Descendants.
- To help in the development and growth of the Egba Homeland.
- To promote cultural and social values of Egba traditions.
- To improve and uphold the image of the Egba people and to protect our q
- To promote economic well-being of members as well as their families.
- To love each other regardless of economic or financial status.
- To organize from time to time social and cultural events in line with the rules and regulation of the State of Texas as well as United States.
- To be non-partisan and nonpolitical at any level.
ARTICLE 4: MEMBERSHIP
Members shall be Egba descendants. Members holding membership shall fulfill all obligations and dues including financial contributions, donations of fees, when necessary, as constituted by this constitution, and as may be stipulated from time to time by the membership of this Association. Any Member of the club can not join another club in the Egba National Association in the Same city. Membership fees are not refundable.
ARTICLE 5: MEMBERSHIP REQUIREMENTS AND QUALIFICATION
- Members shall be a descendant of Egba, that is, either parent must be a direct descendant of Egba.
- Members shall not be under eighteen years (18 YEARS) of age.
- Any prospective member shall demonstrate commitment and dedication to the values, integrity, and advancement of Lisabi Elite Association of Houston, Inc.
- Any prospective member shall conduct his/herself in a way that will not tarnish the image or reputation of Lisabi Elite Association of Houston, Inc.
- All new members of Lisabi Association of Houston, Inc., are required by this constitution to pay a non-refundable fee of Five Hundred Dollars ($250.00)
ARTICLE 6: WITHDRAWAL OF MEMBERSHIP
A member who wishes to withdraw his/her membership shall send a written notice thirty days (30) in advance to the Secretary who will inform/read it at the general meeting.
ARTICLE 7: DISCIPLINARY ACTIONS
- Section 1: GROUNDS FOR SUSPENSION
Member(s) who engage in public disturbance such as public fighting and conduct unbecoming of any member shall be suspended from the association pending investigation. Disciplinary action will be taken by the then constituted Disciplinary Committee on a case by case basis. All members shall abide by the decision of the disciplinary committee.
Section 2: GROUNDS FOR DISMISSALOF MEMBERS
Member (s) who engage in criminal activities or conduct that will tarnish the image or reputation of the Lisabi Elite Association of Houston shall be subjected to immediate suspension from all activities of the association pending investigation of the Disciplinary Committee. The Executive Members will then make a decision based on the recommendation of the disciplinary committee. These criminal activities shall include but not limited to the following:
- Credit Card Fraud
- Public Intoxication
- Buying, Selling, using and possession of controlled substances Rape.
ARTICLE 8: MEMBERSHIP STATUS:
- Active Member: A member, who attends regular monthly Meetings, pays dues and fines regularly and participates in the activities of the Association whether voluntary or assigned.
- In-Active member: A member who is not able to attend regular monthly meetings, and with proper notification and approval by the house but pays his dues regularly and keeps up with the affairs of the Association.
- New Member: A new member shall remain active for a period of at least 12 months before becoming eligible for inactive status.
- In the events of unforeseen circumstances, a maximum of three (3) absences shall be allowed to members in a year. Absences more than three (3) will incur a subsequent $30 fine each month that a member is absent. This means members shall attend AT LEAST Nine (9) regular monthly meetings within a calendar year.
ARTICLE 9: BENEFITS
- New members shall have one year (l yr.) of waiting period before qualifying for any benefits.
- Members shall not be entitled to more than two hundred dollars ($200) gift in a twelve-month period (not within a fiscal year but within a twelve-month period).
- A member blessed with a newborn baby or adopted child/children shall be presented with a gift not to exceed hundred dollars ($100.00) from the Association.
- In the event of a member landmark birthdays, for example, 21st, 40th, 50th, 60th, a member shall be given a present not to exceed hundred dollars ($100.00).
- In the events of a wedding celebration of a member or member's child, the Association shall present a gift not to exceed one hundred and fifty dollars ($150.00) to the member.
- The Association shall present a gift certificate of fifty ($50.00) to any child of a member who have graduated from High School, and a gift certificate of one hundred dollars ($100.00) to member or any child of a member who have graduated with a 1st degree from four-year college or university.
- In the event of a member's immediate family's death, a sum of one hundred dollars ($100.00) shall be given to the member as financial assistance by the Association. Immediate family includes member's spouse and member’s parents.
ARTICLE 10: LISABI ELITE OBLIGATIONS TO OTHER NON-PROFIT ORGANIZATIONS
- Lisabi Association shall contribute a sum of not more than one hundred dollars ($100) toward fundraising of another non-profit organization events subject to the approval of the house.
- Lisabi Association, for the benefit of expanding its presence in the community, may place an advertisement of not more than one hundred dollars ($100) in another non-profit organization’s brochure which shall be regarded as expenditure for Lisabi.
- Lisabi Elite Association shall pay levies or dues to other non-profit organization it may affiliate or partner with for non-profit activities.
ARTICLE 11: MEETING
- There shall be e three main types of meeting of the general membership of the Association:
- Monthly General Meeting
- Emergency General Meeting
- Executive Meeting
- Monthly General meeting shall be held on the last Sunday of every month, meeting starts at exactly 5.00 p.m. and ends at 8.00 p.m. Motion to extend the meeting beyond 8.00 p.m. May be moved and approved by the house.
- A member who arrives at the meeting after a grace period of fifteen minutes, i.e.5: 15p.m. shall be considered late. A fine of Ten dollars ($10) late fee shall be imposed on such member.
- D. Emergency General Meeting: The Secretary in consultation with the President shall summon emergency general meeting for any of the following reasons:
- Urgent matter(s) affecting the affairs of the Association and/or its members that required the attention of the general membership, such that, it has to be resolved before the next general meeting
- If for any reason no general meeting was held as scheduled, an emergency meeting can be summoned
- The protocol for conducting general, Executive or emergency meeting shall be as follows:
- The President shall call the meeting to order.
- The Secretary shall read the minutes of the last meeting.
- The President shall preside over the meeting.
- There shall be no form of interruptions or disturbance whatsoever during the meeting (e.g.) cellular phones, pagers, and side talk
- A member shall raise his/her hand to be recognized to speak or address the house.
- A member who is unable to stay for the duration of the meeting shall notify the President before the start of the meeting.
- Executives shall meet at least once a month prior to the general meeting to deliberate on the issues that will enhance the progress of the Association.
- All dues shall be collected at the beginning of the meeting and all fines and levies shall be collected at the end of the meeting.
- It shall be the duty of the President through the General Secretary to summon the executive and the general meetings.
- All fines shall be levied by the President. In the absence of the President, the Vice President or a designated member will have the authority to do so
ARTICLE 12: RIGHT OF MEMBERS
- Every member shall have the right to participate in any discussion of the Association
- All eligible members shall enjoy equal benefits of the Association.
- Every member shall have the right to be recognized and properly address the meeting in accordance with the constitution of the Association.
- All active members shall be eligible to vote and be voted for.
ARTICLE 13: ASSOCIATION FINANCES
- A. Revenue for the Association shall be raised from, but not limited to the following sources:
- Membership registration/Application fee.
- Membership monthly dues/fines.
- Interest from the bank account and dividends from investments
- Fund raising
- Other sources that may be approved by a majority of the Association.
- B. The following shall be the signatories to the Association's Bank Accounts:
- The President.
- The Secretary
- The Treasurer.
Two officials listed above must sign any check, regardless of amount.
Under no circumstances shall a check be signed without adequate number of signatories and supporting documentation.
ARTICLE 14: ASSOCIATION EXPENDITURE
- Expenditures shall be authorized by the President with the approval majority of the house
- Such majority approval for all expenditure shall be documented and available on demand by members of the Association or an independent auditor.
- The Treasurer shall report the status of the Association's financial statements to the members quarterly and as requested.
- Financial year shall be January 1st to December 31st of each Fiscal Year.
- Accounts shall be opened for the Association with a reputable FDIC bank in Houston.
- Registration fees, monthly dues, donations and contributions shall be deposited into the account.
- The Treasurer shall deposit all funds collected into the Association’s bank account within 3(three) business days of receipt.
- All the Executives and members that incurred expenses on behalf of the Association shall support the expenses incurred with an official receipt for reimbursement
ARTICLE 15: ASSOCIATION OFFICERS
- Vice President
- General Secretary
- Assistant General Secretary
- Financial Secretary
- Social Secretary
- Chief Whip
- Publicity Secretary
ARTICLE 16: DUTIES OF OFFICERS
- PRESIDENT: The President shall preside over all meetings of the Association and shall be responsible for the proper conduct of business at such meetings. The President will ensure that members behave in a constitutional manner and do everything that will tend to the welfare and progress of the Association. The President shall assign officers and or members to undertake special or regular tasks on behalf of the Association, which tend to the welfare and progress of the Association. The President shall perform other special duties and / or tasks, which may be assigned. The President shall coordinate all activities concerning the Association. In case of any tie during a vote or an election, the President shall be responsible for breaking the tie.
- VICE PRESIDENT: In the absence of the President, the Vice President shall assist and undertake all the functions as stated above for the President.
- SECRETARY: The Secretary shall summon all meetings of Association. The Secretary shall keep record of minutes of the meetings; keep all records and documents of the Association. The Secretary shall assist the President at all times. The Secretary shall give proper and timely notices of general meeting to all members. The Secretary shall consult the President on any new matter that may be included in the next meeting agenda before sending notice to all members. In the absence of the President and the Vice President Secretary shall convene and preside over meeting.
- ASSISTANT SECRETARY: The Assistant Secretary shall assist the Secretary at all times and shall undertake all functions as stated above for the Secretary in the absence of the Secretary. In addition, the Assistant Secretary shall convene, in conjunction with the President, the Executive meeting and prepare the minutes of the Executive meeting.
- TREASURER: The Treasurer is the Accountant of the Association. The Treasurer shall record and deposit funds into the bank account on behalf of the Association. The Treasurer shall maintain all financial records of the Association and render quarterly Association financial statement. The Treasurer shall issue check(s) for expenses subject to approval.
- The FINANCIAL SECRETARY: Shall collect and report all funds collected at every meeting to the entire membership at the end of every meeting. The Financial Secretary shall work closely with and assist the Treasurer with all financial transactions. The Financial Secretary shall hand over all funds collected to the Treasurer to be deposited into the association's account within 3 (three) working days as specified in the Article 14(g) of the constitution.
- SOCIAL SECRETARY: The Social Secretary shall be in charge and be responsible for all social activities. The Social Secretary shall coordinate association activities, organize events, and keep accounts of spending pertinent to these events. The Social Secretary shall arrange for pictures, videos and music as necessary for these events. The Social Secretary shall arrange for gifts as needed. The Social Secretary shall seek for help if needed.
- PUBLICITY SECRETARY: The Publicity Secretary shall be the public liaison of the Association and shall coordinate all publicity activities of the Association within and outside the Association. The Publicity Secretary shall serve as the media Officer of the Association. The Publicity Secretary shall be responsible for all printing, advertising, anniversary publications, invitations and any other publicity related functions of the Association. The Publicity Secretary shall serve as the Public Relations Officer of the Association.
- CHIEF WHIP The duties of the chief whip duty will be to assure association’s discipline, that is, to maintain decorum during meeting proceedings. Duties will include taking fines from members that are late to meeting, members that disrupts the meeting with side talking, and ringing of telephones.
ARTICLE 17: ELECTION OF OFFICERS
- All officers shall be elected for a term of two years
- Election shall be open to all eligible members.
- Officers are eligible to run for three 2-year terms consecutively.
- After completion of three 2-year terms, officers shall be eligible to context for the same position he/she vacates after (2) two-year break beginning from the year he/she steps down.
After three consecutive terms in a specific position, an eligible member can run for another office
Every officer of the Association shall be elected by a majority of the members present at a general meeting.
- The last Sunday of the month of August shall be set aside for a general election of new officers.
- The election shall take place at a general meeting. The newly elected officers shall be sworn into office(s) on the last Sunday of the month of September.
- The transitional period shall be the month of August through September during which the outgoing officers shall hand over all association documents
- The outgoing Treasurer shall render financial statement of the Association to the house after the independent auditor have examined and certified the books
ARTICLE 18: GROUNDS FOR REMOVAL OF OFFICER (S)
- Misappropriation of funds.
- Abuse of power.
- Non-performance or neglect of official duties.
- The use of position or office for personal gain or in an unauthorized manner
- Any other acts, actions and activities considered being prejudicial or detrimental to the best interest and reputation of the Association.
ARTICLE 19: VACANT OFFICE:
If for any reason an officer is relieved of his/her position, the person serving as Vice, Assistant or Deputy shall take over that office until election is held. In the absence of Vice, Assistant, or Deputy, the President shall have the power in conjunction with the executives to appoint an interim replacement.
If for any reason the whole Executive shall resign or be relieved of their post and responsibilities, in case of resignation, their letters of resignation should be sent to the past president or the past vice president. The past executives shall then convene a meeting of the general House, and a 7- member committee will then be inaugurated to run the affairs of the Association and such committee shall arrange for an early election(s). The elected officers shall complete the remaining term of the relieved Executives.
ARTICLE 20: QUALIFICATIONS FOR ELECTION.
- All members are qualified to run for an elected office as long as such member has been an active member with the Association for at least one year (1Yr).
- Candidates running for office shall be in good financial standing. Such member must have paid fees and dues to date prior to the election date and must not be in arrears.
- Any member removed from office for any reason whatsoever shall not be eligible to run for any office for a period of two years (2YRS)
ARTICLE 21: ELECTORAL PROCEDURE
- The members of the Association's Electoral Committee shall be elected at the General Meeting of the Association
- The Electoral committee shall be appointed at the May monthly meeting to coordinate the electoral process.
- The President shall nominate electoral committee with approval of the general member's vote.
- Electoral committee shall comprise of three (3) members.
- Electoral committee shall verify candidate's qualification, organize and conduct election according to electoral process.
- After the votes have been casts and votes counted, the Chairman of the Electoral committee shall announce the results.
- In case of challenge to the fairness of election, the aggrieved party may petition the electoral committee.
- The challenged office shall be held pending the decision of the electoral committee.
ARTICLE 22: COMMITTEES
The President in conjunction with the Executives shall appoint committee members.
- FINANCIAL COMMITTEE: Shall advise the General Assembly on Financial matters headed by the Treasurer
- AUDITOR: Shall be responsible for performing the financial audit of the Association not less than twice a year.
- SOCIAL COMMITTEE: Shall advise the Association on matters related to social event and carry out the Association's resolutions on all social matters. Shall be headed by the Social Secretary
- NEW MEMEBERSHIP COMMITTEE: Members who have an individual that wants to observe the meeting of the association should notify the Membership Committee about the potential member who will then be introduced as observant to the meeting by the New Membership Committee. Application can then be screened in accordance with the criteria stipulated in Article 5 by the membership committee for approva
- E. AD-HOC: Shall include the annual award committee any other committee not listed in Article 22 may be set up by the General Assembly and any organ of the Association for a specific time and purpose
ARTICLE 23: DISSOLUTION OF COMMITTEES
The tenure of Office of an Ad-Hoc committee shall lapse on completion of its terms of reference
The Chairman shall recommend a Committee member for replacement, if its conduct in the opinion of the members is detrimental to the progress of the committee.
ARTICLE 24: AMENDMENTS.
The Executive committee shall not alter or repeal any part of this constitution adopted by the general house. Addition/Subtraction of Article, Heading and Subtraction shall be amended in harmony by a majority of the house present at a monthly meeting, which the Amendment is presented.
BY - LAWS
LISABI ELITE ASSOCIATION OF HOUSTON, Inc.
- Section 1: Classes of Members
- Section 2: Election of Members
- Section 3: Voting Right
- Section 4: Termination of Membership
- Section 5: Resignation
- Section 6: Reinstatement
- Section 1: Annual Meeting
- Section 2: Special Meeting
- Section 3: Place of Meeting
- Section 4: Notice of Meetings
- Section 5: Quorum
- Section 6: Proxies
- Section 7: Manner of Acting
- Section 1: General Powers
- Section 2: Number, Tenure and Qualifications
- Section 3: Regular Meetings
- Section 4: Special Meetings
- Section 5: Notice
- Section 6: Quorum
- Section 7: Manner of Acting
- Section 8: Vacancies
- Section 9: Compensation
- Section 10: Informal Action by Directors
- Section 1: Officers
- Section 2: Election and Term of Office
- Section 3: Removal
- Section 4: Vacancies
- Section 5: President
- Section 6: Vice President
- Section 7: General Secretary
- Section 8: Assistant General Secretary
- Section 9: Treasurer
- Section 10: Financial Secretary
- Section 11: Public Relation Officer/ Social Secretary
- Section 1: Committee of Directors
- Section 2: Other Committees
- Section 3: Term of Office
- Section 4: Vacancies
- Section 5: Quorum
- Section 6: Rules
LISABI ELITE ASSOCIATION OF HOUSTON, Inc.
The initial principal office of the Association in Houston, the State of Texas shall be located at P.O BOX 2156 ALIEF, TEXAS 77411. The Association may have such other offices, either within or outside the States of Texas, as the affairs of the Association may require from time to time.
The Association shall have and continuously maintain in the States of Texas a registered office and a registered agent whose office is identical with such registered office as required by the Texas Non-Profit Association Act. The registered office may be, but does not need to be, identical with the principal office in the State of Texas, and the address of the principal office and the registered office may be changed from time to time by the Board of Directors.
Section 1: Classes of Members
The Association shall have one (1) class of members. The qualifications and rights of the members of such class shall be as follows:
Members shall be those individuals who apply for membership in the Association by meeting such qualifications, completing such forms, and paying such membership fee or fees as shall from time to time be designated by the Executives and the general members.
Members shall be elected by the General House. Members shall meet the requirements as stipulated in Article 5 of the constitution of the Association. An affirmative vote of two-thirds of the General Member shall be required for election.
Each Member shall be entitled to one vote on each matter submitted to a vote of the association
The board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for a cause after an appropriate hearing.
Any member may resign by filling a written resignation with the General Secretary as stipulated in Article 6 of the constitution.
Upon written request signed by a former member and filed with the General Secretary, the Executive Committee may, by the affirmative vote of two-thirds of the house members, reinstate such former member to membership upon such terms as the House deem appropriate.
MEETINGS OF MEMBERS
Section 1: Meeting
A monthly meeting of the Association shall be held on every last Sunday of each month at the hour of 5.00P. M for the purpose of general meeting and for the transaction of such other business as may come before the meeting. If the day fixed for the meeting shall be a legal holiday in United States of America, such meeting shall be held on the month succeeding such month.
Section 2: Special Meetings
Special Meetings of the Association may be called by the President and the Executive Council, and must be attended by not less than one-quarter of the members having voting rights.
Section 3: Place of Meeting
The Executive Council may designate any place, within the Houston area as the place of the general meeting. If no designation is made, general meeting will be held in Member’s resident who elected to hold such meeting. Or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Association in the state of Texas or in a member’s resident, who elected to hold such meeting. But if all or three quarter of the members shall meet at any time and place, consent to the holding of a meeting, such meeting shall be a special meeting and shall be valid without call or notice, and at such meeting any action may be taken.
Section 4: Notice of Meetings
Written notice stating the place, day and hour of any meeting of Association on shall be delivered, either personally or any by e- mail, or any other electronic media to each member entitled to vote at such meeting, not less than four nor more than six days before the date of such meeting, by or at the direction of the President, or the General Secretary, or the officers or Member calling the meeting. In case of a special meeting or when required by statute or by these by by-laws, the purpose for which the meeting is called shall be deemed to be delivered when deposited in the United States mail and address as it appears on the records of the Association, which postage thereon prepaid.
Section 5: Quorum
The quorum for meeting requires two-third (2/3) of total members holding votes or membership status. If a quorum is not present at any meeting of the association, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 6: Proxies
At any meeting of Association, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact.
Section 7: Manner of Acting
A majority of the votes entitled to be cast on a matter to be voted upon by the member’s present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these by-laws.
Section 1:General Powers
The affairs of the Association shall be managed by the Executive Council.
The number of Executive members shall be Nine (9). Each Executive shall hold office for two-year term. No Executive can serve in one position more than three terms….
Section 3: Regular Meetings
A regular meeting of the Executive Council shall be held without other notice than this by-law. The Executive Council may provide by resolution the time and place, for the holding of additional regular meeting of the Executive without other notice than such resolution.
Section 4: Special Meetings
Special Meetings of the executive Council may be called by or at the request of the President or any other eight of the Executive Council. The persons or persons authorized to call special meetings of the Executive may fix for holding any special meeting of the Executive.
Section 5: Notice
Notice of any special meeting of the Executive Council shall be given at least two days previously thereto by oral notice. Any Executive Council may waive notice of any meeting. The attendance of an Executive at any meeting shall constitute a waiver of notice of such meeting, except where an Executive attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacts at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6: Quorum
A majority of the Executive Council shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Executives are present at said meeting, a majority of the Executives present may adjourn the meeting from time to time without further notice
Section 7: Manner of acting
The act of a majority of the Executives present at a meeting at which a quorum is present shall be the act of the Executive Council, unless the act of a greater number is required by law or by these by by-laws.
Section 8: Vacancies
Any vacancy occurring in the Executive Council and any Executive to be filled by reason of an increase in the number of Executives may be filled by the affirmative vote of a majority of the association, though less than a quorum of the Executive Council. An Executive elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 9: Compensation
Executives as such shall not receive any stated salaries for their services, but by resolution of the Executive Council get reimbursement for services provided on behalf of the Association, but nothing herein contained shall be construed to preclude any Executive from serving the Association in any other capacity and receiving compensation thereof.
Section 10: Informal action by Executives
Any action required by law to be taken at a meeting of Executives, or any action which may be taken at a meeting of Executives, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Executives.
Section 1: Officers
The officers of the Association shall be a President, Vice President, General Secretary, Assistant General Secretary, Treasurer, Financial Secretary, Social Secretary and Public Relation Officer and such other officers as may be elected in accordance with the provisions of this Article. The Executive Council may elect or appoint such officers, including one or more ex-officio, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Executive Council. No two offices may be held by the same person.
Section 2: Election and Term of Office
The officers of the Association shall be elected Bi- annually by the general members at the regular meeting of the Association. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be done. New offices may be created and filled at any meeting of the general members. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
Section 3: Removal
Any officer elected by the general member may be removed by the general member, if committed any offence indicated in Article 16 of our constitution. the officer will be removed by 2/3 vote of the majority.
Section 4: Vacancies.
A Vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Executive Council for the unexpired portion of the term.
Section 5: President
The President shall be the principal officer of the Association and shall in general supervise and control all the business and affairs of the Association. He or she shall preside at all meetings of the Association and of the Executive Council. He or she may sign, with the General Secretary or any other elected officers of the Association authorized by the Executive Council, and in general he or she shall perform all duties assigned by the office of President and such other duties as may be prescribed by the Executive Council from time to time. The duty of the President should include his expressed power as stated in Article 14 of the Constitution.
Section 6. Vice President
In the absence of the President or in the event of his or her inability or refusal to act, the Vice President or in the event there be more than one Vice president, the Vice President in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the Vice President or by the Executive Council. The duty of the Vice President should include his expressed power as stated in Article 14 of the constitution. The duty of the Vice President should include his expressed power as stated in Article 14 of the Constitution.
Section 7: General Secretary
The General Secretary shall keep the minutes of the meetings of the association and of the Executive Council in one or more books provided for the purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records; keep a register of the post office address of the Association, which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time may be assigned to him or her by the President or by the Executive Council. The duty of the General secretary should include his expressed power as stated in Article 14 of the Constitution.
Section 8: Assistant General Secretary
If require by the Executive Council, the Assistant General Secretary shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Executive Council shall determine. The Assistant General Secretary, shall perform such duties as shall assigned to them by the General Secretary, or the President or the Executive Council. The duty of the Assistant General Secretary should include his expressed power as stated in Article 14 of the Constitution.
Section 9: Treasurer
If required by the Executive Council, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Executive Council shall determine. He or she shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in which Banks, Trust companies or other depositaries as shall be selected in accordance with the provisions of Article V11 of these by-laws; and in general perform all of the duties as from time to time may be assigned to him or her by the President or by the Executive Council. The duty of the Treasurer should include his expressed power as stated in article 14 of the constitution.
Section 10. Financial Secretary
If required by the Executive Council, the Financial Secretary shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Executive Council shall determine. The Financial Secretary in general shall perform such duties as shall be assigned to them by the Treasurer or by the Chairman or the Executive Council.
Section 11: Publicity Secretary
If required by the Executive Council, the Publicity Secretary shall be the liaison of the Association and shall coordinate all activities of the Association within and outside the Association. The Publicity Secretary shall serve as the media officer of the Association. The Publicity secretary duties shall include all Association printing, advertising, anniversary publications, invitations and any other publicity related functions of the Association. The Publicity secretary shall serve as the Public Relations Officer of the Association. The Publicity Secretary shall also be responsible for all Social events of the Association. The Publicity Secretary in general shall perform such duties as shall be assigned to them by the President or the Executive Council.
Section 1: COMMITTEES OF EXECUTIVES
The Executive Council, by resolution adopted by majority of the Executives in office, may designate and appoint one or more committees, each of which shall consists of two or more Executives, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Executive Council in the management of the Association, except that no such committee shall have the authority of the Executive of the Executive Council in reference to amending, altering or repeating the by-laws; electing , appointing or removing any such committees.
Or any Executive or officer of the Association; resolution of the Executive Council which by its terms provides that it shall not be amended altered or repeated by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the executive Council, or any individual Executive, of any responsibility imposed upon it or him or her by law.
Section 2: Other Committees
Other committees not having and exercising the authority of the Executive Council in the management of the Association may be appointed in such manner as may be designated by a resolution adopted by a majority of the Executives present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each committees shall be members of the Association, and the President of the Association shall appoint the members thereof. Any member thereof may be removed by the persons or persons authorized to appoint such member whenever in their judgment the best interests of the Association shall be served by such removal.
Section 3: Terms of Office
Each member of committee shall continue as such until the purpose of such committee is served, or unless such member be removed from such committee, or unless such member cease to qualify as a member thereof.
Section 4: Chairman
One member of each committee shall be appointed chairman by the persons or persons authorized to appoint the members thereof.
Section 5: Vacancies
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6: Quorum
Unless otherwise provided in the resolution of the Executive Council designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7: Rules
Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Executive Council.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1: Contracts
The Executive Council 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 2: Checks, Draft, etc.
All checks, draft 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 the Executive Council, such instruments shall be signed by the Treasurer or General Secretary and countersigned by the President of the Association.
Section 3: 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 depositaries as the Executive Council may select.
Section 4: Gifts
The executive Council may accept on behalf of the Association any contribution, gifts, bequest or devise for the general purpose or for any special purpose of the Association.
CERTIFICATE OF MEMBERSHIP
Section 1: Certificate of Membership
The Executive Council may provide for the issuance of certificate evidencing membership in the Association, which shall be in such forms as may be determined by the Executive. Such Certificates shall be signed by the President or Vice President and by the General Secretary or Assistant General Secretary of the Association. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of the each member’s and the date of issuance of the certificate shall be entered on the records of the Association.
Section 2: Issuance of Certificates
When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his name and delivered to the member by the General Secretary. If the Executive Council shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this Article VIII.
BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members. Executive Council and committees having any of the authority of the Executive Council, and shall keep at its registered or principal office a record giving the names and addresses of the member’s entitled to vote. All books and records of the Association may be inspected by any member, or his agent or attorney, for any purpose at any reasonable time.
The fiscal year of the Association shall begin on January 1st and end on December 31st in each year.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Texas Non –Profit Association Act or under the provisions of the Articles of Incorporation or the by-laws of the Association, a waiver thereof in writing signed by the persons or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
AMENDMENTS TO BY-LAWS
These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the Executives present at any regular meeting or at any special meeting, if at least two days written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting.
ADOPTION OF BY-LAWS
The foregoing initial By-Laws of this Association are hereby adopted by the undersigned, being all the Executives of such Association named in the Article of Incorporation on ____________ , 2007