BYLAWS OF
THE NAVY LEAGUE OF THE UNITED STATES
GREATER AUSTIN COUNCIL
A NON-PROFIT CORPORATION
ARTICLE 1
Name
The name of the Corporation shall be the Navy League of the United States Greater Austin Council (hereinafter, the “Council" or the "Corporation"). The Board of Directors of the Corporation may, by resolution, and when appropriate adopt other names to be used by the Corporation when conducting its business.
ARTICLE 2
Non-Discrimination
The Corporation shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, recruiting members, selection of volunteers and vendors, programs, provision of support, and attendance and participation at Corporation events and activities. We are committed to providing an inclusive and welcoming environment for all members, associate and sponsored organizations, volunteers, vendors and constituents.
ARTICLE 3
Offices
3.1 Principal Office. The principal office of the Corporation in the State of Texas shall be located in the County of Travis. The Corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may designate from time to time.
3.2 Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Corporation and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE 4
Board of Directors
4.1 General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of Texas but must be Members in good standing of the Corporation.
4.2 Specific Responsibilities. In furtherance, and not in limitation of, the General Powers recited herein above, the Board of Directors shall be specifically responsible for the following activities and tasks:
4.2.1 Annual Budget. The Board of Directors shall approve the Annual Budget for the Corporation.
4.2.2 Positions of the Corporation. The Board of Directors shall, by resolution, establish officer positions, staff positions and committees of the Corporation, in addition to those that are specifically set forth in these Bylaws.
4.2.3 Nominating Committee. The Board of Directors shall act as the Nominating Committee for the Corporation to nominate those individuals to stand for election as Directors and Officers of the Corporation.
4.2.4 Amend Bylaws. When required, the Board of Directors shall propose amendments to these Bylaws to the Membership in the manner set forth herein.
4.3 Number of Directors. The initial number of Directors shall be ten (10) Directors made up of nine (9) Directors elected by the Membership and the President of the Corporation, during the time that he or she is sitting as President. The Board of Directors may, by resolution adopted by three-fifths (3/5ths) of the then-serving Directors, increase the number of Director Positions. Election of an individual to the Board of Directors which is in excess of the authorized number of Directors of the Corporation shall be deemed to be a resolution to increase the number of Director positions by one, so long as the requisite number (3/5ths) of the Directors vote in favor of the election of the individual. The Board of Directors may decrease the number of Director positions in the same manner as it increases the number of Directors; however, the Board of Directors may never be reduced below nine (9) Directors.
4.4 Term of Directors. Each Director shall serve for a term of three (3) years unless earlier terminated as herein provided. The terms of the elected Directors shall be staggered such that one-third of the Directors shall stand for election annually. At the first meeting of the Board of Directors after the adoption of these Bylaws by the Membership of the Corporation, the Directors shall decide which three Directors shall serve for a term of three years, which shall serve for a term of two years and which shall serve for a term of one year. Any Director may be reelected for subsequent three-year terms without limitation.
4.5 Chairperson. The Board of Directors shall annually elect a Chairperson to preside at any meeting of the Board of Directors. In the absence of the Chairperson, the President shall preside at the meeting.
4.6 Annual Meeting of the Board of Directors. The Board of Directors shall meet no less often than annually to conduct such business as shall come before that meeting. The date, place and time of the Annual Meeting shall be determined by the Chairman of the Board of Directors after consultation with the President.
4.7 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, the Chairman of the Board, by any two (2) Directors, or any ten (10) members of the Council. The person(s) authorized to call a special meeting of the Board of Directors may fix any reasonable place and time for the holding of such meeting so long as the place of the meeting is within twenty-five miles of the Courthouse in Travis County, Texas.
4.8 Notice of Meetings. Written or printed notice of each Annual Meeting shall be given to each Director of the Corporation. The notice shall state the place, day and time of the meeting and shall be mailed, hand-delivered, telefaxed, or emailed (to those Directors having email) to the Director at his or her last known address not less than ten (10) days nor more than forty-five (45) days prior to the scheduled time for the meeting. In case of a special meeting, along with the place, day and time of the meeting, the notice of the meeting shall also state the purpose or purposes of the meeting. If a special meeting is called under exigent circumstances, notice of the meeting shall be given in the most expeditious manner reasonably calculated to give notice of the meeting to the Directors, to include telephonic notice. The meeting shall be scheduled so as to allow the Directors reasonable advance notice of the meeting consistent with the degree of exigency. Any defect in notice of a meeting shall be waived by attendance at the meeting.
4.9 Quorum. No less than fifty percent (50%) of the then duly elected Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a majority of all of the Directors are present at any meeting of the Board of Directors, the Directors in attendance may not adjourn the meeting until a later time without giving notice of the new date, place and time to all Directors of the Corporation.
4.10 Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these Bylaws.
4.11 Vacancies. Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors. An election to fill a vacant Director position shall be held within sixty (60) days of the position becoming vacant. A Director elected to fill a vacancy created by the removal or resignation of any Director shall serve as a Director until the next Annual Meeting of the Membership.
4.12 Removal of Directors. A Director may be removed from office, with or without cause, by the affirmative vote of three-fifths (3/5ths) of the Board of Directors.
4.13 Informal Action by Directors. Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting so long as two-thirds of the Directors sign a consent in writing setting forth the action so taken is signed and approved by all of the Directors. The Board may also approve actions via email or telefax so long as all Directors receive the email or telefax and have an opportunity to comment upon and vote on the proposed action.
4.14 Compensation of Directors. Directors shall not receive compensation for their services as Directors. The Board of Directors may provide that Directors may be reimbursed for expenses incurred in attending meetings, such expenses to include, but not be limited to, the cost of transportation, lodging, meals, etc.
4.15 Committees of the Board of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors. Such committees may be chaired by a member and may include a minority of members of the Council, excepting the Nominating Committee. Such committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation, save and except that a committee shall not be granted and shall not exercise any power and authority which these Bylaws require to be exercised by an affirmative vote of more than a majority vote of the Board of Directors. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him or her, by law.
ARTICLE 5
Officers and Staff Assistants
5.1 Officers. The Officers of the Council shall consist of a Council President, Council President-Elect, Council Secretary, Council Treasurer, Council Judge Advocate, Council Chaplain, Council Chief Financial Officer, Council Vice President-Legislative Affairs, Council Vice-President–Membership, Council Vice President-Development and Marketing, Council Vice President–Education, Council Vice President–Communications, Council Vice President–Youth Programs, Council Vice President-Military Affairs, and such other officers as may be elected in accordance with the provisions of this Article. All Officers shall be elected to serve for one (1) year terms. Any two or more Offices may be held by the same person, except the President shall not hold any other office. All Officers must be Members in good standing of the Corporation. All officers shall be elected annually by the Membership of the Corporation at the Annual Meeting of Members. Any officer may be elected to one or more successive term in the same office except for the Council President, who may stand for reelection to a second one-year term, but may not succeed himself or herself after a second one-year term. However, this restriction is not intended to, nor shall it preclude an individual from standing for reelection as Council President to subsequent terms in office, so long as the individual does not succeed himself or herself as Council President after the completion of two consecutive years in office. This two-term restriction on the Council President may be waived by the Board of Directors if no candidate is available to succeed the Council President.
5.2 Removal. Any Officer may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby. The removal of the President, if not for cause, shall be by an affirmative vote of three-fourths (3/4ths) of the Board of Directors.
5.3 Council President. The Council President shall be the principal executive officer of the Corporation and shall in general supervise, manage and control all of the business and affairs of the Corporation under the guidance and authority of the Board of Directors. The Council President, in consultation with the Treasurer, shall annually present to the Board of Directors a budget for the operation of the Corporation. The budget shall include the anticipated source and amount of revenue and the source and amount of anticipated expenses. The President shall be a Director of the Corporation. The Council President shall sign, with the Secretary or other properly authorized officer of the Corporation, on behalf of and as the act and deed of the Corporation, any and all deeds, mortgages, bonds, contracts or other instruments, which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
5.4 Council President Elect. The Council President Elect shall automatically succeed to the office of the Council President of the Corporation at the end of the term of the Council President or upon the removal or resignation of the Council President. If the Council President is elected to a second one-year term as Council President, the Council President Elect shall not automatically continue as Council President Elect, but shall stand for reelection. The Council President Elect shall preside at meetings of the Corporation in the absence of the Council President and shall have such other duties as may be assigned by the Board of Directors or the President.
5.5 Council Treasurer. The Council Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for funds due and payable to the Corporation from any source whatsoever, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; and in general perform all duties incident to the office of Council Treasurer and such other duties as from time to time may be assigned to the Council Treasurer by the Council President or by the Board of Directors.