Bylaws

TEXAS LAVENDER ASSOCIATION
INTERIM BYLAWS

 

MEETINGS

Sec. 1.001. LOCATION OF MEETINGS.
Sec. 1.002. ALTERNATIVE FORMS OF MEETINGS.
Sec. 1.003. PARTICIPATION CONSTITUTES PRESENCE.

NOTICE OF MEETINGS

Sec. 2.001. GENERAL NOTICE REQUIREMENTS.
Sec. 2.002. WAIVER OF NOTICE.
Sec. 2.003. EXCEPTION.

RECORD DATES

Sec. 3.001. RECORD DATE FOR PURPOSE OTHER THAN WRITTEN CONSENT TO ACTION.
Sec. 3.002. RECORD DATE FOR WRITTEN CONSENT TO ACTION.

GENERAL

Sec. 4.001. DEFINITIONS.
Sec. 4.002. BYLAWS.
Sec. 4.003. INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW.
Sec. 4.004. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION BY MANAGING MEMBERS.
Sec. 4.005. NUMBER OF AMENDMENTS SUBJECT TO VOITE AT MEETING.

MEMBERS

Sec. 5.001. MEMBERS.
Sec. 5.002. IMMUNITY FROM LIABILITY.
Sec. 5.003. ANNUAL MEETING.
Sec. 5.004. FAILURE TO CALL ANNUAL MEETING.
Sec. 5.005. SPECIAL MEETINGS OF MEMBERS.
Sec. 5.006. NOTICE OF MEETING.
Sec. 5.007. SPECIAL BYLAWS AFFECTING NOTICE.
Sec. 5.008. PREPARATION AND INSPECTION OF LIST OF VOTING MEMBERS.
Sec. 5.009. QUORUM OF MEMBERS.
Sec. 5.010. VOTING OF MEMBERS.
Sec. 5.011. RECORD DATE FOR DETERMINATION OF MEMBERS.

MANAGEMENT

Sec. 6.001. MANAGEMENT BY MEMBERS.
Sec. 6.002. ACTION BY MEMBERS.
Sec. 6.003. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED DIRECTORS, OFFICERS, AND MEMBERS.
Sec. 6.004. OFFICERS.
Sec. 6.005. ELECTION OR APPOINTMENT OF OFFICERS.
Sec. 6.006. OFFICER LIABILITY.

RECORDS AND REPORTS

Sec. 7.001. MEMBER'S RIGHT TO INSPECT BOOKS AND RECORDS.
Sec. 7.002. FINANCIAL RECORDS AND ANNUAL REPORTS.
Sec. 7.003. AVAILABILITY OF FINANCIAL INFORMATION FOR PUBLIC INSPECTION.

MEETINGS

Sec. 1.001. LOCATION OF MEETINGS. (a) Meetings of the members of the Association may be held at locations in or outside the state as:

(1) fixed by a majority of members of the Association; or

(2) if the location of meetings of members of the Association is not established under Subsection

(a)(1), fixed by the president of the Association.

(b) If the location of meetings of members of the Association is not established under Subsection (a), the members may hold meetings only at the registered office of the Association in this state or the principal office of the Association.

(c) The governing persons of the Association, or a committee of the governing persons, may hold meetings in or outside the state as:

(1) provided by or fixed in accordance with:

(A) the governing documents of the Association; or

(B) the person calling the meeting; or

(2) agreed to by all persons entitled to notice of the meeting.

Sec. 1.002. ALTERNATIVE FORMS OF MEETINGS.

(a) Association members, or governing persons of the Association, or a committee of the members or governing persons, may hold meetings by using a conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting.

(b) If voting is to take place at the meeting, the Association shall:

(1) implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified; and

(2) keep a record of any vote or other action taken.

Sec. 1.003. PARTICIPATION CONSTITUTES PRESENCE. A person participating in a meeting is considered present at the meeting, unless the participation is for the express purpose of objecting to the transaction of business at the meeting on the ground that the meeting has not been lawfully called or convened.

NOTICE OF MEETINGS

Sec. 2.001. GENERAL NOTICE REQUIREMENTS.

(a) Notice of a meeting of the members or governing persons of the Association, or a committee of the members or governing persons, shall:

(1) be given in the manner determined by the governing authority of the Association; and

(2) state the date and time of the meeting and:

(A) if the meeting is not held solely by using a conference telephone or other communications system authorized by Section 1.002, the location of the meeting; or

(B) if the meeting is held solely or in part by using a conference telephone or other communications system authorized by Section 1.002, the form of communications system to be used for the meeting and the means of accessing the communications system.

(b) Notice of a meeting that is:

(1) mailed is considered to be given on the date notice is deposited in the United States mail with postage paid in an envelope addressed to the person at the person's address as it appears on the membership records of the Association; and

(2) transmitted by facsimile or electronic message is considered to be given when the facsimile or electronic message is transmitted to a facsimile number or an electronic message address provided by the person, or to which the person consents, for the purpose of receiving notice.

Sec. 2.002. WAIVER OF NOTICE.

(a) Notice of a meeting is not required to be given to a member or governing person of the Association, or a member of a committee of the members or governing persons, entitled to notice if the person entitled to notice signs a written waiver of notice of the meeting, regardless of whether the waiver is signed before or after the time of the meeting.

(b) If a person entitled to notice of a meeting participates in or attends the meeting, the person's participation or attendance constitutes a waiver of notice of the meeting unless the person participates in or attends the meeting solely to object to the transaction of business at the meeting on the ground that the meeting was not lawfully called or convened.

(c) Unless required by the certificate of formation or the governing documents, the business to be transacted at a meeting of the members or governing persons of the Association, or the members of a committee of the governing persons, or the purpose of such a meeting, is not required to be specified in a written waiver of notice of the meeting.

Sec. 2.003. EXCEPTION.

(a) Notice of a meeting is not required to be given if the following is mailed to the person entitled to notice of the meeting to the person's address as it appears on the membership records of the Association and is returned undeliverable: notice of two consecutive annual meetings and notice of any meeting held during the period between the two annual meetings.

(b) An action taken or a meeting held without giving notice to a person not entitled to notice under this section has the same force and effect as if notice had been given to the person.

(c) A certificate or other document filed with the filing officer as a result of a meeting held or an action taken by the Association without giving notice of the meeting or action to a person not entitled to notice under this section may state that notice of the meeting or action was given to each person entitled to notice.

(d) Notice of a meeting must be given to a person not entitled to notice of the meeting under this section if the person delivers to the Association a written notice of the person's address.

RECORD DATES

Sec. 3.001. RECORD DATE FOR PURPOSE OTHER THAN WRITTEN CONSENT TO ACTION.

(a) The Association may provide the record date, or the manner of determining the record date, for:

(1) determining the members of the Association entitled to:

(A) receive notice of a meeting of the members; or

(B) vote at a meeting of the members or at any adjournment of a meeting. Or

(2) any other proper purpose other than for determining the members entitled to consent to action without a meeting of the members.

(b) The governing authority of the Association, in advance, may provide a record date for determining the members of the Association, except that the date may not be earlier than the 60th day before the date the action requiring the determination of members is taken.

(c) The governing authority of the Association may provide for the closing of the membership records of the Association for a period of not longer than 60 days to determine the members of the Association for a purpose described by Subsection (a).

(d) If the members of the Association are not otherwise determined under this section, the record date for determining the members of the Association is the date on which notice of the meeting is given to the members entitled to notice of the meeting.

(e) The record date for a meeting applies to any adjournment of the meeting unless:

(1) the members entitled to vote are determined under Subsection (c); and

(2) the period during which the transfer records are closed expires.

Sec. 3.002. RECORD DATE FOR WRITTEN CONSENT TO ACTION.

(a) The governing authority of the Association may provide the record date for determining the members of the Association entitled to written consent to action without a meeting of the members unless a record date is provided under Section 3.001 for that action. The record date may not be earlier than the date the governing authority adopts the resolution providing for the record date.

(b) The record date for determining the members of the Association entitled to written consent to action without a meeting of the members is the date a signed written consent to action stating the action taken or proposed to be taken is first delivered to the Association if:

(1) the governing authority of the Association does not provide a record date under Subsection (a); and

(2) prior action by the governing authority is not required by law.

(c) The record date for determining the members of the Association entitled to written consent to action without a meeting of the members is at the close of business on the date the governing authority of the Association adopts a resolution taking prior action if:

(1) the governing authority does not provide a record date under Subsection (a); and

(2) prior action by the governing authority is required by law.

GENERAL

Sec. 4.001. DEFINITIONS.

(1) "Bylaws" means these rules adopted to regulate or manage the Association.

(2) "Association" means the Texas Lavender Association, a Texas nonprofit corporation.

(3) “Member” means, except as the context may otherwise require, a member who is either a charter member or a regular member.

(4) "Nonprofit corporation" means the Association no part of the income of which is distributable to a member, director, or officer of the corporation.

(5) "Ordinary care" means the care that an ordinarily prudent person in a similar position would exercise under similar circumstances.

Sec. 4.002. BYLAWS.

(a) The bylaws of the Association shall be these bylaws as they now exist and as they may hereafterabe amended by the Association's members.

(b) The bylaws shall contain provisions for the regulation and management of the affairs of the Association that are consistent with law and the certificate of formation.

(c) The members of the Association may amend or repeal the bylaws or adopt new bylaws.

Sec. 4.003. INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW.

(a) A provision of the certificate of formation of the Association that is inconsistent with a bylaw shall control over the bylaw.

Sec. 4.004. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION BY MANAGING MEMBERS.

(a) To be approved, a proposed amendment to the certificate of formation of the Association must be submitted to a vote at an annual, regular, or special meeting of the members.

(b) Except as otherwise provided by the certificate of formation or bylaws, notice containing the proposed amendment or a summary of the changes to be effected by the amendment shall be given to the members within the time and in the manner provided in these bylaws for giving notice of a meeting of members.

(c) The proposed amendment shall be adopted on receiving at least two-thirds of the votes that members present in person or by proxy are entitled to cast at the meeting at which the action is submitted for a vote.

Sec. 4.005. NUMBER OF AMENDMENTS SUBJECT TO VOTE AT MEETING. Any number of amendments to the Association's certificate of formation may be submitted to and voted on by the Association's members at any one meeting of the members.

MEMBERS

Sec. 5.001. MEMBERS.

(a) With respect to all classes of members, the Association’s bylaws shall include:

(1) a designation of each class;

(2) the manner of the election or appointment of the members of each class; and

(3) the qualifications and rights of the members of each class.

(b) The Association shall have the following classes of members:

(1) charter members,

(2) regular members,

(3) associate members,

and such other classes of members as hereafter may be provided for by amendment of these bylaws

(c) The classification and voting rights of members of the Association shall be as follows

(1) The initial charter member of the Association shall be the organizer signing the Association’s certificate of formation. All other charter members shall be those persons who become members of the Association on or before February 28, 2009, by submitting to the Association an application for membership and by paying the applicable application membership fee and the first year’s annual membership dues.

(2) Charter members shall be entitled to pay a reduced membership application fee and a reduced first year’s membership fee as determined by the members of the Association entitled to vote at the first membership meeting called by the organizer. Charter members shall have the exclusive right to hold themselves out to the public as charter members of the Association only as long as they continuously remain voting members of the Association.

(3) Regular members shall be those persons who become regular members of the Association on or after March 1, 2009, by submitting to the Association an application for membership and by paying the application membership fee and the first year’s annual membership dues.

(4) Each charter member and each regular member shall have the right to vote in respect of all matters pertaining to the Association.

(5) Associate members of the Association shall have such rights and privileges as may be determined at any regular or special meeting of voting members, provided that associate members shall have no voting rights and shall not be counted in determining the presence of a quorum at any meeting of members of the Association.

(6) The eligibility requirements for persons who become members of the Association on and after March 1, 2009, shall be determined by the voting members of the Association.

(d) Notwithstanding anything herein to the contrary, no member shall be entitled to vote at any meeting of members of the Association unless such member is then in good standing. A member is in good standing if the member has paid all fees due to the Association on or before the due date of such fees and has met such other requirements for good standing as may be established by the members of the Association.

(e) The Association may issue a certificate, card, or other instrument evidencing membership rights and voting rights.

(f) Membership in the Association may be terminated for good cause. What shall constitute good cause may be determined by the members and shall be posted on the

Association’s website.

Sec. 5.002. IMMUNITY FROM LIABILITY. The members of the Association are not personally liable for a debt, liability, or obligation of the Association.

Sec. 5.003. ANNUAL MEETING.

(a) Except as provided by Subsection

(b), the Association shall hold an annual meeting of the members at 2:00 p.m. on the second Saturday in April of each year.

(c) If the voting members provide for more than one regular meeting of members each year, an annual meeting may be held at the discretion of the president of the Association but is not required to be held.

Sec. 5.004. FAILURE TO CALL ANNUAL MEETING.

(a) If the Association fails to call the annual meeting of members when required, a member of the Association may demand that the meeting be held within a reasonable time. The demand must be made in writing and sent to an officer of the Association by certified mail.

(b) If a required annual meeting is not called before the 61st day after the date of demand, a charter or regular member of the Association may compel the holding of the meeting by legal action directed against the Association, and each of the extraordinary writs of common law and of courts of equity are available to the member to compel the holding of the meeting. Each charter or regular member has a justiciable interest sufficient to enable the member to institute and prosecute the legal proceedings.

(c) Failure to hold a required annual meeting at the designated time shall not result in the winding up and termination of the Association.

Sec. 5.005. SPECIAL MEETINGS OF MEMBERS. A special meeting of the members of the Association may be called by:

(1) the president;

(2) members having not less than forty percent of the votes entitled to be cast at the meeting; or

(3) other officers or persons as provided by the bylaws of the Association.

Sec. 5.006. NOTICE OF MEETING.

(a) The Association shall provide written notice of the place, date, and time of a meeting of the members of the Association and, if the meeting is a special meeting, the purpose or purposes for which the meeting is called. The notice shall be delivered to each member entitled to vote at the meeting not later than the 10th day and not earlier than the 60th day before the date of the meeting. Notice may be delivered personally or in accordance with Section 2.001(b).

Sec. 5.007. SPECIAL BYLAWS AFFECTING NOTICE.

(a) The Association may provide in its bylaws that notice of an annual or regular meeting is not required.

Sec. 5.008. PREPARATION AND INSPECTION OF LIST OF VOTING MEMBERS.

(a) After setting a record date for the notice of a meeting, the Association shall prepare an alphabetical list of the names of all its voting members. The list shall identify:

(1) the members who are entitled to notice and the members who are not entitled to notice of the meeting;

(2) the address of each voting member; and

(3) the number of votes each voting member is entitled to cast at the meeting.

(b) Not later than the second business day after the date notice is given of a meeting for which a list was prepared in accordance with Subsection (a), and continuing through the meeting, the list of voting members must be available at the Association's principal office or at a reasonable place in the municipality in which the meeting will be held, as identified in the notice of the meeting, for inspection by members entitled to vote at the meeting for the purpose of communication with other members concerning the meeting.

(c) A voting member or voting member's agent or attorney is entitled on written demand to inspect and, at the member's expense and subject to Section 7.001, copy the list at a reasonable time during the period the list is available for inspection.

(d) The Association shall make the list of voting members available at the meeting. A voting member or voting member's agent or attorney is entitled to inspect the list at any time during the meeting or an adjournment of the meeting.

Sec. 5.009. QUORUM OF MEMBERS.

(a) Unless otherwise provided by the bylaws of the Association, members of the Association holding a majority of the votes entitled to be cast, in person or by proxy, constitute a quorum.

(b) The vote of the majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present is the act of the members meeting, unless the vote of a greater number is required by law or the bylaws.

Sec. 5.010. VOTING OF MEMBERS.

(a) Subject to (e) below, each charter member and each regular member of the Association is entitled to one vote on each matter submitted to a vote of the Association's members.

(b) A member may vote in person or, unless otherwise provided by the certificate of formation or bylaws, by proxy executed in writing by the member or the member's attorney-in-fact. A proxy executed in writing includes a member’s proxy transmitted by email that bears his electronic signature pursuant to the Texas Uniform Electronic Transactions Act, Tex.Bus.& Comm.C., Section 43.001, et seq.

(c) Unless otherwise provided by the proxy, a proxy is revocable and expires 11 months after the date of its execution. A proxy may not be irrevocable for longer than 11 months.

(d) A member vote on any matter may be conducted in person, by mail, by facsimile transmission, by electronic message, or by any combination of those methods.

(e) A member may designate in writing the member’s spouse to vote for the member when the member does not vote in person.

Sec. 5.011. RECORD DATE FOR DETERMINATION OF MEMBERS.

(a) The record date for determining members of the Association may be set as provided by Section 3.001.

(b) If a record date is not set under Section 3.001:

(1) members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting;

(2) members at the close of business on the business day preceding the date notice is given, or if notice is waived, at the close of business on the business day preceding the date of the meeting, are entitled to notice of a meeting of members; and

(3) members at the close of business on the 60th day before the date of the action are entitled to exercise any rights regarding any other lawful action.

(c) The record date for the determination of members entitled to notice of or to vote at a meeting is effective for an adjournment of the meeting unless the members of the Association set a new date for determining the right to notice of or to vote at the adjournment.

MANAGEMENT

Sec. 6.001. MANAGEMENT BY MEMBERS.

(a) The affairs of the Association shall be vested in the members of the Association.

Sec. 6.002. ACTION BY MEMBERS. The act of a majority of the members present in person or by proxy at a meeting at which a quorum is present is the act of the Association, unless the act of a greater number is required by the bylaws of the Association.

Sec. 6.003. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED DIRECTORS, OFFICERS, AND MEMBERS.

(a) This section applies only to a contract or transaction between the Association and:

(1) one or more of the Association's officers or members; or

(2) a corporation or other organization in which one or more of the corporation's officers or members:

(A) is a managerial official or a member; or

(B) has a financial interest.

(b) An otherwise valid contract or transaction is valid notwithstanding that an officer or member of the Association is present at or participates in the meeting of the members that authorizes the contract or transaction, or votes to authorize the contract or transaction, if:

(1) the material facts as to the relationship or interest and as to the contract or transaction are disclosed to or known by:

(A) the members, and the members in good faith and with ordinary care authorize the contract or transaction by the affirmative vote of the majority of the disinterested directors members, regardless of whether the disinterested members constitute a quorum; or

(B) the members entitled to vote on the authorization of the contract or transaction, and the contract or transaction is specifically approved in good faith and with ordinary care by a vote of the members; or

(2) the contract or transaction is fair to the Association when the contract or transaction is authorized, approved, or ratified by the members

(c) Common or interested members of the Association may be included in determining the presence of a quorum at a meeting of the board members that authorizes the contract or transaction.

Sec. 6.004. OFFICERS.

(a) The officers of the Association shall include a president and a secretary and may include one or more vice presidents, a treasurer, and other officers and assistant officers as considered necessary. Any two or more offices, other than the offices of president and secretary, may be held by the same person. Duties of the offices shall be those assigned by the members of the Association or, in the absence of such assignment, those duties assigned by the president of the Association.

(b) A properly designated committee may perform the functions of an officer. A single committee may perform the functions of any two or more officers, including the functions of president and secretary.

(c) The officers of the Association may be designated by other or additional titles as provided by the bylaws of the Association.

Sec. 6.005. ELECTION OR APPOINTMENT OF OFFICERS.

(a) Officers shall be elected or appointed annually by the members, provided that the organizer of the Association shall appoint the first president and secretary who shall serve until the first annual meeting of the Association as provided in Section 5.003 above and until their respective successors shall be elected and shall qualify.

(b) Subject to subsection (a) above, the term of officers shall extend from their election or appointment until the next annual meeting of members of the Association.

(c) The president of the Association may fill any vacancy in office for the remainder of the term of the office for which a vacancy exists.

Sec. 6.006. OFFICER LIABILITY.

(a) An officer is not liable to the Association or any other person for an action taken or omission made by the officer in the person's capacity as an officer unless the officer's conduct was not exercised:

(1) in good faith;

(2) with ordinary care; and

(3) in a manner the officer reasonably believes to be in the best interest of the Association.

(b) This section shall not affect the liability of the Association for an act or omission of the officer.

RECORDS AND REPORTS

Sec. 7.001. MEMBER'S RIGHT TO INSPECT BOOKS AND RECORDS. A member of the Association, on written demand stating the purpose of the demand, is entitled to examine and copy at the member's expense, in person or by agent, accountant, or attorney, at any reasonable time and for a proper purpose, the books and records of the Association relevant to that purpose.

Sec. 7.002. FINANCIAL RECORDS AND ANNUAL REPORTS.

(a) The Association shall maintain current and accurate financial records with complete entries as to each financial transaction of the Association, including income and expenditures, in accordance with generally accepted accounting principles.

(b) Based on the records maintained under Subsection (a), the Association shall annually prepare or approve a financial report for the Association for the preceding year. The report shall include:

(1) a statement of support, revenue, and expenses;

(2) a statement of changes in fund balances;

(3) a statement of functional expenses; and

(4) a balance sheet for each fund.

Sec. 7.003. AVAILABILITY OF FINANCIAL INFORMATION FOR PUBLIC INSPECTION.

(a) The Association shall keep records, books, and annual reports of the Association's financial activity at the Association's registered or principal office in this state for at least three years after the close of the fiscal year.

(b) The Association shall make the records, books, and reports available to the public for inspection and copying at the Association's registered or principal office during regular business hours. The Association may charge a reasonable fee for preparing a copy of a record or report.

2007A1C6

 

© 2008 J.Ray Riley & Associates, Johnson City, Texas

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