BY-LAWS
OF THE
HARRIS COUNTY DARTS ASSOCIATION
(A Not-For-Profit Corporation)
ARTICLE I - Name and Purpose
The name of the organization shall be Harris County Darts Association, a voluntary, not-for-profit cCorporation, also known as the HCDA. Its purpose is to encourage and promote the sport of dDarts in the Greater Houston Area. Whenever the initials “HCDA” are used in these By-Laws, they shall mean Harris County Darts Association. “Corporation,” when used herein means and refers to the HCDA.
The principal office of the Corporation shall be located in the City of Houston, County of Harris and State of Texas, notwithstanding that the Corporation may also have such offices at such other places within or without the State as the Board of Directors may determine.
ARTICLE II - Definitions
Section 1: Whenever the initials “HCDA” are used in these By-Laws, they shall mean Harris County Darts Association. “Corporation,” when used herein means and refers to HCDA.
Section 21: Whenever the word “Board” or “Board of Directors” is used in these By-Laws, it shall mean that body described in Article IV. The Board of Directors are the Officers of the Corporation.
Section 32: As used in these By-Laws, the masculine gender shall be deemed to include feminine or neuter, and the singular or plural number, whichever the context so indicates or implies.
Section 43: Whenever the term “Member in good standing” is used in these By-Laws, it shall mean any HCDA member whose dues are current and who is not currently suspended, restricted, on probation, or whose membership has currently been denied or terminated.
Section 54.: Whenever the term “quorum” is used in these By-Laws, it shall mean a majority of the membersactive members and/or directors, as the case may be, entitled to vote on a proposition on which the members and/or directors are to vote, unless a different quorum provision is stated in these By-Laws, e.g., see Article III, Section 178.
ARTICLE III - Members
Section 1: Membership shall be available on an annual or lifetime basies with dues as set by the Board of Directors. The membersactive members shall elect the board of directors.
Section 2: The Board of Directors may issue certificates, cards or other instruments evidencing membership in the Corporation. The document is not transferable, and a statement to that effect shall be noted on it. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of an officer or officers designated by the Board of Directors and may bear the Corporate seal or a facsimile thereof. Possession of a membership card, or payment of dues, does not by itself establish membership.
Section 3: All memberships are subject to approval by the Membership Officer and are subject to review by the Board of Directors. With cause, membership or membership renewal may be denied at the discretion of a two-thirds (2/3) majority vote of the Board.
Section 4: (a) The) The eligibility and qualifications of membership, and the manner of and admission into membership shall be prescribed by resolutions duly adopted by the HCDA Board of Directors of the Corporation or by such rules and regulations as may be prescribed by the Board of Directors. All such resolutions or rules and regulations relating to members adopted by the Board of Directors of the Corporation shall be affixed to these By-Laws of the Corporation, and shall be deemed to be a part thereof. . Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues or other fees, assessments, fines and penalties, the manner of suspension or termination of membership, and for reinstatement of membership, and, except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership. (b) The right or interest of a member shall not terminate except upon the happening of any of the following events: death, resignation, expulsion, dissolution or liquidation of the Corporation.
Section 5: An Honorary Membership may be awarded at the discretion of a two-thirds (2/3) majority of the Board for outstanding contributions to the sport of darts. This entitles the recipient to participate in HCDA sanctioned events, except league, and to receive HCDA newsletters, if requested.
Section 6: A Lifetime Membership may be awarded to a current HCDA member at the discretion of a two-thirds (2/3) majority of the Board for outstanding contributions to the sport of darts. These awards of Lifetime Membership shall be limited to a maximum of 2 two per calendar year.
Section 7: . The right or interest of a member shall not terminate except upon the happening of any of the following events: death, resignation, expulsion, dissolution or liquidation of the Corporation. A membership may be terminated, suspended, or restricted with cause by a two-thirds (2/3) majority of the Board. AnyBoard. Any person who has been denied membership or whose membership has been terminated or suspended, forfeits all rights and privileges that are extended to membersactive members; including attendance and participation of any HCDA sanctioned event. Any person whose membership has been restricted may only attend or participate in HCDA Sanctioned Events as expressed in the terms of the restriction.
Section 8: (a) There) There shall be an Annualan annual meeting of members of the Corporation which shall be held on such date as shall be fixed from time to time by the Board of Directors of the Corporation provided, however, that such Annual Meeting shall be held within the first six months of each successive year, when possible, in conjunction with the second major tournament. The first annual meeting shall be held during the first six months of the year A.D. 20062013. Special Meetings of members may be held called on such date or dates as may be fixed by the Board of Directors of the Corporation from time to time. (b) Special meetings of the members can be called by the membersactive members by a vote of at least one-half (½) of the Board Members, or upon the written petition of at least 25% of the members in good standing. A valid petition of the members MUST include ALL of the following information for each petitioning member: First and Last Name, HCDA number and expiration date, signature and date signed.
Section 9: Section 9: Any Annual or Special Meeting of Members may be held at such place within the State as the Board of Directors of the Corporation may from time to time fix. In the event the Board of Directors shall fail to fix such place or time, or in the event members are entitled to callIf no place or time can be decided on, or convene a Special Meeting in accordance with law, then, in such event, such meeting shall be held at the principal office of the Corporation in conjunction with the regularly scheduled board meeting.
Section 10: Annual or Special Meetings of Members may be called by the Board of Directors or by any officer of the Corporation instructed to do so by the Board of Directors, except to the extent that directors may be required by law to call a meeting, and shall be called by the Secretary on behalf of the members, when required to do so by law.
Section 10: Any active HCDA Member in good standing shall be eligible for nomination to the Board with the exception of any member the Board deems as having a conflict of interest by a two-thirds (2/3) majority vote of the Board..
Section 1111: Written notice stating the place, day and hour of any annual or special meeting shall be given. Such notice shall state the person or persons calling the meeting. Notice for an Annual Meeting shall state that the meeting is being called for the election of directors. Notices of Special Meetings shall state the purpose or purposes for whichof the meeting is called. At any Special Meeting, only the business stated in the Notice of Meeting may be transacted thereat. Notice of Meetings shall be given either personally or by mailby written or electronic means not less than 10 days nor more than 50 days before the date of the meeting., to each member at his address recorded on the records of the Corporation, or at such other address which the member may have furnished in writing to the Secretary of the Corporation.last provided contact information. Notice shall be deemed to have been given when deposited with postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United States Post Office. Any meeting of members may be adjourned from time to time. In such event, it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting is given at the meeting so adjourned. In the event the Board of Directors fixes a new record date for an adjourned meeting, a newa new notice shall be given, in the same manner as herein provided. No notice need be given to any member who executes and delivers a written Waiver of Notice before or after the meeting. The attendance of a member in person at the meeting without protesting the lack of notice of a meeting, shall constitute a waiver of notice by such member.
Section 122: At every Every meeting of members, there shall be presentedinclude a list or record of active members as of the record date, certified by the officer responsible for its preparation., and Upon prior written request therefore, any member who has given written notice to the Corporation, which request shall be made at least 10 days prior to such meeting, shall have the right to inspect such the list or record at the meeting. Such The list shall be evidence of the right of the persons to vote at such the meeting, and all persons who appear on such list or record to be members may vote at such meeting.
Section 1313: At each Annual Meeting of Members, at the option of the Board of Directors, the Board of Directors shall may present an Annual Report. Such report shall be filed with the records of the Corporation and entered in the minutes of the proceedings of such Annual Meeting of Members.
Section 14: Meetings of the members shall be presided over by the following officers, in order of seniority - the President, Vice President or Secretary; if none of the foregoing is in office or present at the meeting, by a Chairman to may be chosen by a majority of the membersactive members in attendance. The Secretary of the Corporation shall act as Secretary of every meeting. When If the Secretary is not available, the Chairman may appoint a Secretary of the meeting.
Section 155: The order of business at all meetings of members, shall be as follows:
Roll call.
Reading of the minutes of the preceding meeting.
Report of standing committees.
Officer’s reports.
Old business.
New business.
Section 166: The directors, or the presiding officer or chairmen may, but need not, appoint one or more inspectors to act at any meeting or any adjournment adjournmentthereof. If inspectors are not appointed, the presiding officer (including Chairmen appointed to preside) of the meeting may, but need not, appoint inspectors. Each appointed inspector shall take and sign an oath faithfully to execute faithfully the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall determine the number of memberships outstanding, the voting power of each, and the number of memberships represented at the meeting, and the existence of a quorum. The inspectors shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and do such acts as are proper to conduct the election or vote of all membersactive members. The inspectors shall make a report in writing of all matters determined by them with respect to such meeting.
Section 1717: Ten percent (10%) of the membersactive members entitled to vote at the annual meeting, shall constitute a quorum. at such meeting of members for the election of directors. The membersactive members present may adjourn the meeting despite in the absence of a quorum. Each membership shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. All Any other action, if any, shall be by a majority of the votes cast, provided that the majority of the affirmative votes cast shall beis at least equal to a quorum as defined in this paragraph. Whenever the vote of members is required or permitted, such the action may be taken, with or without a meeting, by a written ballot, of the membersactive members, setting forth the action to be taken and signed by the member voting by such ballot. Each notice of a meeting of the members shall be accompanied by a written ballot concerning the proposition(s) to be addressed at the meeting. Such The written ballot shall be in a form promulgated by the board of directors and shall, among other things, briefly describe the actions to be voted on, spaces (or boxes) on which the members can vote yes or no, a signature space and instructions as to the voting of such form. Members choosing to vote by a signed, written ballot may do so by mail, provided, however, the quorum and other provisions stated in this paragraph shall applyhave been met. and Each vote cast by written ballot shall be deemed to have been cast by the respective member just as if he/she cast the vote, in person, at a meeting. If voting is to occur without a meeting, the notice shall so state and shall not refer to a meeting, but and shall prescribe a date by which all ballots voted must be received by the President of the Corporation addressed to the principal office of the Corporation. All such ballots not actually received by the President of the Corporation by such the prescribed date shall not be counted in the voting.