Constitution & Bylaws
Article V - Board Meetings
(1) Place of Board Meetings
Regular and special meetings of the Board of Directors will be held at such time and place as the President may designate.
(2) Regular and Special Meetings
Regular meetings of the Board of Directors shall be held as frequently as deemed necessary by the Board of Directors, but at least once each year. Special Meetings may be called by the President or a majority of the Directors.
(3) Notice of Board Meetings
Notice of the date, time, and place of regular meetings shall be given to each board member by regular mail, facsimile, or e-mail no less than ten (10) days notice prior to the meeting. Notice of the date, time, and place of special meetings shall be given to each board member using the same methods, but with no less than three (3) days notice prior to the meeting. In the case of a special meeting, and whenever possible in the case of a regular meeting, the business to be brought before the Board shall be previously announced in the form of an agenda.
(4) Waiver of Notice
Attendance by a Director at any meeting of the Board of Directors for which the Director did not receive the required notice will constitute a waiver of notice of such meeting unless the Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.
A majority of the incumbent Directors (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Certificate of Formation or by any provision of these Bylaws, provided that in no event shall a motion carry without at least four affirmative votes.
Each member of the Board of Directors is entitled to one vote on any item of business brought before the Board. In case of absence, a Director may arrange for a proxy vote. The Board of Directors may instruct the Secretary to canvas the voting members, by providing a ballot in the newsletter, by mail, by email or on the Association’s website, regarding any issue, as the Board deems necessary.
(7) Attendance at Board Meetings
A. Each director required to attend in person the Board meeting held during the Annual Conference and Trade Show and at least one other Board meeting per year, unless excused for good cause by the President. For all other meetings, Directors may participate via telephone, live video, or through the use of computer conferencing.
B. All Directors are required to attend the Annual Conference and Trade Show and the Annual Business Meeting, unles excused for good cause by the President.
(8) Actions without a Meeting
A. Any action required or permitted to be taken by the Board of Directors or a Committee under the Texas Business Organizations Code, the Certificate of Formation, and these Bylaws may be taken without a meeting, if the required number of Directors or Committee members consent in writing (such consent to set forth the action to be taken and the date of each Director’s or Committee member’s consent) to such action, subject in the case of votes by e-mail to the procedural rules set forth below. Consent provided by e-mail shall be considered consent in writing for this purpose. The number of Directors or Committee members required to take action by written consent shall be the number of Directors or Committee members that would necessary to take such action at a meeting at which all of the Directors or Committee members are present and voting. Prompt notice of the taking of an action by Directors or Committee members without a meeting by less than unanimous consent shall be given to each Director or Committee member who did not consent in writing to the action.
B. For written consent by e-mail to proposed action, the following procedural rules shall apply:
1. A Director or Committee member, as the case may be, in good standing shall make a proposed motion.
2. Another Director or Committee member, as the case may be, must second the motion.
3. The motion shall stay open for two (2) business days for discussion, unless the requisite number of votes suficient to approve or disapprove the motice are sooner received from Directors.
4. After the discussion period, the Secretary or President in the case of the Board of Directors, or the Chair in the case of a Committee, will call for a vote.
5. Voting will remain open for one (1) business day.
6. After the prescribed time, the President or Secretary in the case of the Board of Directors, or the Chair in the case of a Committee will affirm whether the motion is approved or denied.