Bylaws of
United Russian American Association (“URAA”)
ARTICLE I. — OFFICES
Section 1.01. Principal Office. The
principal office of the Corporation in the State of
Texas will be located in the City of Houston, County
of Harris. The Corporation may have such other offices,
either within or without the State of Texas as the Board
of Directors may determine or as the affairs of the
Corporation may require from time to time.
Section 1.02. Registered Office and Registered
Agent. The Corporation will 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
in the State of Texas, and the address of the registered
office may be changed from time to time by the Board
of Directors.
ARTICLE II. — PURPOSES
Section 2.01. Organizational Purposes. The
corporation is organized exclusively for charitable
and educational purposes as defined in Section 501(c)(3)
of the Internal Revenue Code. The purposes of the Corporation
will include providing better understanding between
peoples of Russian Federation and the United States
of America through cultural, educational, social, and
charitable activities in the Houston metropolitan area.
The Corporation is established as a permanent organization
in Harris County, Texas seeking to enrich the local
community through activities promoting learning about
the Russian Federation, its reach cultural tradition
and customs through broad community outreach. The Corporation
may engage in any activities, which further its purposes.
No part of the net earnings of the Corporation shall
inure to the benefit of any Director of the Corporation,
officer of the Corporation, or any private individual
(except that reasonable compensation may be paid for
services rendered to or for the Corporation affecting
one or more of its purposes), and no Director or officer
of the Corporation, or any private individual shall
be entitled to share in the distribution of any of the
corporate assets on dissolution of the Corporation.
No substantial part of the activities of the Corporation
shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and the Corporation
shall not participate in, or intervene in (including
the publication or distribution of statements) any political
campaigning on behalf of any candidate for public office.
Notwithstanding any provision of these Bylaws, the
Corporation shall not conduct or carry on any activities
not permitted to be conducted or carried on by an organization
exempt from taxation under Section 501 (c)(3) of the
Internal Revenue Code and its Regulations as they now
exist or as they may hereafter be amended, or by an
organization, contributions to which are deductible
under Section 170 (c)(2) of the Internal Revenue Code
and Regulations, as they now exist or as they may hereafter
be amended.
Upon dissolution of the Corporation or the winding
up of its affairs, the assets of the Corporation shall
be distributed exclusively to charitable organizations
which would then qualify under the provisions of Section
501(c)(3) of the Internal Revenue Code and its Regulations
as they now exist or as they may hereafter be amended.
ARTICLE III. — MEMBERSHIP
Section 3.01. Definition of Member and Membership
Classes. A Member is any person who has paid
dues as set forth in the Bylaws. The corporation shall
have such classes of Members as may be determined by
the Board. Each Member shall be entitled to one (1)
vote on any matter to be determined by the Members of
the Corporation. A complete list of Members by name
only shall be made available to active Members.
A member in good standing must:
- Complete a membership application
form, and the application approved by the URAA, Board
of Directors, or the Operating Committee
- Pay annual membership dues. Annual
dues for each class of membership shall be proposed
by the URAA Operating Committee and approved by the
URAA Board of Directors.
- Abide with the Articles of Incorporation
and Bylaws of URAA, Members shall receive full benefits
of URAA, services, news bulletins, and correspondence.
The Association shall have the following classes
of members:
- Family Membership:
Family membership shall include two adults and all
dependent children.
- Individual Membership (by
a single person).
- Student membership:
A student member is defined as a person who is a full
time student in a higher academic institution (above
high school level). Persons with full time jobs shall
not be considered full time students.
- Special
membership:
Special Membership classes shall be conferred to persons
who provide outstanding services or financial support
to URAA:
- Honorary
Member:
Honorary membership shall be conferred to a person
who has provided outstanding service(s) to URAA
in furtherance of its goals.
- Lifetime
Member: Any URAA Member whose total lifetime
contributions to URAA exceed $10,000 shall become
a Lifetime Member of the organization. These individuals
shall retain their membership for URAA for lifetime
and their names shall be listed on the official
URAA stationary and website.
- Contributing
Member: Any URAA member who makes a contribution
of $500 to $999 to URAA in a single calendar year
shall receive the designation of the Contributing
Member. This membership level shall be valid only
for 5 calendar years. Should the member continue
to contribute, the membership level shall be upgraded
to the appropriate level reached.
- Sustaining
Member: Any URAA member who makes a contribution
of $100 to $499 to URAA in a single calendar year
shall receive the designation of the Sustaining
Member. This membership shall be valid only for
3 calendar years during which the level is reached.
Should the member continue to contribute, the
membership level shall be upgraded to the appropriate
level reached.
- Founding
Member: Any URAA member who participated
in the establishing of URAA in 2005 in the state
of Texas and make first contribution to establish
the organization in the monetary or any other
forms shall be considered a Founding Member. Founding
Members shall be recognized by their names published
on the website
- Corporate Member:
Special memberships may also be awarded to an organization
that has provided outstanding financial support to
URAA in furtherance of its goals. The Diamond, Gold,
Silver, and Bronze level memberships shall be awarded
to organizations and/or corporations who contribute
to URAA at the following levels:
Diamond: $10,000 cumulative.
Gold: $5,000 or more in a single
calendar year, valid for 5 years.
Silver: $2,500 or more annually.
Bronze: $1,000 or more annually.
Contributions could be in monetary form or in-kind.
The value of assets offered in-kind is determined as
fair market value on the date of contribution.
The President, The Operating Committee, or The Board
of Directors can recommend and initiate action for the
expulsion of any member whose activities are judged
to be against the goals and purposes of URAA. The member
shall be given a written notice at least 30 days before
the expulsion becomes effective.
Section 3.02. Definition of a Quorum.
Seventy-five percent (75%) of the Members entitled to
vote at any meeting, either in person or by written
proxy, shall constitute a quorum. Individual members
are entitled to only one vote.
Family is entitled to two votes. Corporate members
do not have voting rights.
Section 3.03. Annual Meeting of Members. The
Annual Meeting of Members will be held on a date between
April 1 and May 31 of each year (except the organizational
year) for the purpose of soliciting nominations for
the Board of Directors and for the transaction of other
business as may come before the meeting. The Board of
Directors will decide the date, time, and location for
the holding of the Annual Meeting. The date, time, and
location for the holding of the
Annual Meeting may be changed if petitioned by a quorum
of the Members and approved by the Board of Directors.
Notice of the Annual Meeting of Members will be considered
given by delivering written notice to each Member, either
personally or by postal or electronic mail, at least
ten days in advance of the scheduled meeting. If postal
mailed, the notice of a meeting shall be deemed delivered
when deposited in the United States mail addressed to
the Member at the address as it appears in the records
of the Corporation, with postage prepaid. If electronically
mailed, the notice of a meeting shall be deemed delivered
when the message leaves the sending computer. In the
case of a special meeting or when required by statute
or these Bylaws, the purpose or purposes for which the
meeting is called shall be stated in the notice.
Section 3.04. Special Meetings. The
President or the Board of Directors may call special
meetings of the Members from time to time. Notice requirements
of special meetings are the same as for the Annual Meeting
as described in Section 3.03.
ARTICLE IV. — BOARD OF DIRECTORS
Section 4.01. General Powers. The
affairs of the Corporation will be managed by its Board
of Directors. All decisions of the Board will pass by
majority vote of the Board, unless otherwise specified
in the Bylaws. Board’s responsibilities are:
Set the Mission and the Vision of the Organization
The Board is responsible for creating the organization's
mission and purpose statements, and reviewing them periodically
to be sure they fit well with the direction of the organization
's growth. The mission statement explains why the organization
exists and who it exists to serve; the vision articulates
a picture of the future that the organization hopes
to create.
Create a Plan for the Organization
The Board is also responsible for working with staff
and volunteers to create a strategic plan for the growth
of the organization, including resources, staffing,
programs, and other aspects of organizational development.
Once a plan is created, the Board should help make sure
the organization carries it out.
Determine Programs and Projects
The Board should take a broad perspective on projects
and programs, being sure that the work of the organization
is consistent with its mission and vision. The staff
and volunteers are responsible for carrying out the
programs, and the Board should support them and avoid
micromanaging tasks and decisions.
Support and Evaluate the Director
The Board is also responsible for evaluating the performance
of the organization's executive officer. For this task,
it is important to have clear goals and expectations
for the position. Generally, the Director is responsible
for hiring, firing and evaluating all other staff. The
Board should play a support role for the Director as
he or she carries out this task and the other work of
the organization.
Select the Director
One of the Board's biggest responsibilities is to hire
the executive officer of he organization. The Board
should come to consensus on a solid job description
and clear expectations for the job, and then find the
most qualified person for the position. The Board also
has the responsibility to fire the Director when his
or her leadership is no longer in the best interests
of the organization.
Recruit, Train and Evaluate Board Members
The Board is responsible for its own growth and development,
finding committed individuals to serve on the Board,
and making sure that the final Board composition is
balanced and appropriate. Experienced Board members
should take the lead in training and orientation for
new members. The Board is also responsible for self-evaluation,
to be sure it is adequately carrying out its leadership
role.
Build Strong Public Standing
The Board serves as the public face of the organization.
Board members should promote the mission, vision and
programs of the organization, and represent the organization
positively to constituents, the media, and the general
public.
Ensure Adequate Resources
The Board is responsible for making sure that the organization
has adequate resources to carry out its work. This includes
assisting with fundraising, but can also include seeking
in-kind donations of equipment, materials, office space,
volunteer assistance, training, educational materials,
and so on.
Manage Resources Effectively
At the same time, the Board should be sure that the
organization is using its resources efficiently. The
Board must help develop and approve the annual budget,
and be sure that proper financial controls are in place.
Maintain Integrity and Accountability
The Board is ultimately responsible for being sure
that the organization maintains legal and ethical practices.
Creating clear and effective by-laws, staff policies,
evaluation methods and grievance procedures all help
ensure accountability.
The URAA Board is ultimately responsible for
the strategy and overseeing the performance of the URAA.
Its focus is:
- Cultural
- Educational
- Strategic, Developmental
- Inter cultural
- Oversight and control 501c3 governance
In support of this focus the following matters
are reserved for the Board to approve or monitor:
- Setting Direction
- Cultural and Educational Activities
- Vision, Mission, Values
Approve
- Strategic Plans, as proposed by the
Operating Committee
- URAA’s Annual Budget
- Capital Expenditure and Investments
budgets and any changes which result in aggregate
expenditure or aggregate outstanding commitments being
exceeded $10,000 Investments (i.e. acquisitions, disposals
including assets or business activities, outsourcing
arrangements) with a consideration/value over $2,000
Proposals involving another 501c3 organization
- Any issues of major strategic importance
to URAA
- Appointment or removal of Directors
and the Secretary
Oversight and Control
- Cultural and educational performance
- Operating and financial performance
- Major changes to accounting practices
- Internal controls (accounting and inventories)
- Outside Relationships
Set relationship and carry out mission of external
relationships with
- The Russian Consulate
- Other non-profit organizations
- Mayor’s office
- Local governments
- Political and non-political groups
- Public corporations
- Community Support policy
Section 4.02. Regular Meetings. The
Board of Directors shall provide for by resolution the
number, date, time, and place for the holding of the
annual and additional regular meetings of the Board.
Notice will be considered given when the date, time,
and place has been agreed upon and recorded in the minutes
of that meeting or when provided by resolution. The
Board will hold at least one regular meeting during
each calendar year. Members shall have advance notice
of all regular meetings of the Board, shall be allowed
to attend all Board meetings, and shall have the minutes
of all Board meetings made available for review.
Section 4.03. Special (Emergency) Meetings.
Special meetings of the Board of Directors may be called
at the request of two Directors or by the President.
The persons who call special meetings of the Board may
fix the time, place, and location of such special meetings.
Decisions made at the meeting will be recorded in the
minutes of the Board. The attendance of a Director at
any meeting will constitute a waiver of notice of such
meeting, except where a Director attends a meeting for
the express purpose of objecting to the transaction
of any business because the meeting is not lawfully
called or convened. Notice shall be given at least three
(3) days prior thereto by oral or written notice delivered
personally or sent by postal mail, electronic mail,
or facsimile transmission to each Director at his or
her address as shown by the records of the Corporation.
Section 4.04. Definition of a Quorum. The
majority of all current Directors, but never less than
three (3) will constitute a quorum for the transaction
of business at any particular meeting of the Board.
If less than a quorum of the Directors is present at
any given meeting, the majority of those present may
adjourn the meeting from time to time without further
notice.
Section 4.05. Number, Tenure, and Qualifications.
The Board of Directors will consist of five (5) elected
Directors.
- The President
- Vice-president
- Secretary
- Free board member
- The president of Operating Committee
During the first election of the Board of Directors,
in 2005, five initial Directors will be elected. The
three Directors receiving the most votes will hold office
for a period of two years until the Installment of New
Directors Meeting in 2007. The remaining two Directors
receiving the most votes will hold office for one year,
until the next Installment of New Directors Meeting
in 2006. After the first election of the Board of Directors
in 2005, each Director elected thereafter will hold
office for two years until the first Installment of
New Directors Meeting after the next Installment of
New Directors Meeting, thereby providing for staggered
terms. Directors must be Members of the Corporation
and they need not be residents of Texas. Directors must
be at least eighteen years of age and legally able to
enter into contracts. Directors should not be involved
in the activities which would create the conflict of
interest.
Conflict of Interest:
URAA is open for existing 501c3 organizations
which would like to join and enjoy URAA’s membership.
If any of board members or any officers of above mentioned
non-profitable organizations are also carrying out duties
related to URAA’s Board of Directors or Operating Committee,
then those individuals should not accept any renumerations
for services provided to URAA on behalf of their organizations.
If their organizations are awarded with grant from URAA,
URAA’s Board of Directors should legitimately approve
and record the transaction and disclose the members’
relationship to awarded organization. Any conflict of
interest should be disclosed and eliminated.
Section 4.06. Removal. Any Director
elected by the membership may be removed by the unanimous
vote of the remaining Directors whenever in their judgment
the best interests of the Corporation would be served
by so doing, or by a majority vote of the membership
if petitioned by a quorum of the membership.
Section 4.07. Vacancies. A vacancy
in any directorship because of death, resignation, or
otherwise, may be filled by the remaining Board of Directors
for the unexpired portion of the term by a majority
vote of the remaining Directors.
However, vacancies need not be filled unless such a
vacancy would result in fewer than three Directors remaining
on the Board.
Section 4.08. Nominations and Elections. Nominations
and elections will be conducted according to the procedures
listed in the URAA Election Policies. All changes in
the Election Policies must receive a four-fifths (4/5)
vote of the Board.
Section 4.09. Directors. Five (5)
Directors will be elected the first year by the voting
membership. Each Member may vote for up to five (5)
nominees for the Board of Directors during the first
election of the Board. After the first year, each Member
may vote for as many Directors as positions are open
for that year. Cumulative voting will not be permitted
(i.e., a Member may not cast more than one vote per
nominee).
Section 4.10. Voting Member. A Voting
Member (a Member who is qualified to receive a ballot)
is a Member as defined in Section 3.01.
Section 4.11. Nominees. Nominees must
be voting Members. A nominee must be nominated and seconded
by voting Members of the Corporation, with all three
names duly recorded.
Section 4.12. Compensation. Directors
as such shall not receive any stated salaries for their
services, but by resolution of the Board of Directors,
a fixed sum and expenses of attendance, if any, may
be allowed for attendance at each regular or special
meeting of the Board. Nothing herein contained shall
be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation
therefor.
Section 4.13. Informal Action by Directors.
Any action which may be taken at a meeting of the Board
of Directors may be taken without a meeting if consent
in writing setting forth the action so taken shall be
signed by all Directors. Each written consent shall
be delivered, by hand or certified mail, return receipt
requested, to the Secretary or other officer or agent
of the Corporation having custody of the Corporation’s
minute book(s), and shall be duly recorded.
A written consent signed by less than all of the Directors
is not effective to take the action unless, within sixty
(60) days after the date of the earliest dated consent
delivered to the Corporation in the manner required
by this Section, a consent or consents signed by all
of the Directors is delivered to the Corporation as
provided by this Section. For purposes of this section,
a telegram, telex, cablegram, electronic mail, or similar
transmission by a Director or a photographic, xerographic,
facsimile or similar reproduction of a document signed
by a Director shall be regarded as signed by the Director.
Section 4.14. Installment of New Directors.
The Installment of New Directors Meeting will be held
within 30 days following the Annual Meeting of the Members.
The incumbent Board of Directors will decide the time,
place, and location for the holding of such Meeting.
Section 4.15. Indemnification. The
Corporation may indemnify and advance reasonable expenses
to directors, officers, employees and agents of the
Corporation to the fullest extent required or permitted
by Article 2.22A of the Texas Non-Profit Corporation
Act, subject to the restrictions, if any, contained
in the Corporation’s Articles of Incorporation.
The Corporation shall have the power to purchase and
maintain at its cost and expense insurance on behalf
of such persons to the fullest extent permitted by Article
2.22A of the Texas Non-Profit Corporation Act.
ARTICLE V. —OFFICERS AND OPERATING COMMITTEE
Section 5.01. Officers. The officers
of the Corporation include a President of the Board,
a Secretary of the Board, a President of Operating Committee,
a Treasurer of Operating Committee and a Secretary of
Operating Committee, and such other officers as may
be elected or appointed in accordance with the provision
of this Article.
Section 5.02. Election and Term of Office.
The officers from the Board will be elected
annually by the Board of Directors and the officers
from the Operating Committee will be elected by Operating
Committee members also annually at the Installment of
New Directors Meeting. The President and the Treasurer
will be elected from among the Board of Directors. Each
officer will hold office until his/her successor has
been elected or appointed.
Section 5.03. Removal. Any officer
elected or appointed by the Board of Directors may be
removed by a twothirds majority of the Board of Directors
whenever in its judgment the best interest of the Corporation
would be served by so doing. Any officer elected or
appointed by the Operating Committee may be removed
by a two-thirds majority of the Operating Committee
whenever in its judgment the best interest of the Corporation
would be served by so doing.
Section 5.04. Vacancies. A vacancy
in any office because of death, resignation, or otherwise,
may be filled by the Board of Directors or the Operating
Committee for the unexpired portion of the term.
Section 5.05. Operating Committee.
President:
The President shall be a member ex-officio of all committees
and the Board of Directors. The President shall designate
the chairman of all committees; shall represent the
organization; shall preside over all Members Meetings
except elections, and perform such other duties as they
usually pertain to the office of the President. The
President shall lead the implementation of the programs,
resolutions, and policies adopted by the Board of
Directors and URAA.
The president shall chair the Executive Committee meetings
and will cast the deciding vote in case of a tie.
The President shall authorize all expenditures, whether
by cash, check, promissory note, or any other means.
The Board of Directors shall set the annual spending
limit and budget of the President.
The President, at his/her discretion, may authorize
the Treasurer to sign URAA checks, promissory notes,
or any other vehicles not to exceed a limit decided
by the President. Both the President’s and the Treasurer’s
signaturesshall be required for amounts above this limit.
The recommendation of the President and the approval
of the Board of Directors can dismiss any two Operating
Committee members. The President
may also create and/or fill a maximum of two positions
for the Operating Committee upon approval by the Board
of Directors.
The President may assign additional responsibilities
and duties for each of the Operating Committee members.
Deputies:
The Deputies shall assist the President in the performance
of his/her duties. The President shall be responsible
for defining the authority and responsibilities of the
Deputies. In the absence of the President, one of the
Deputies may be assigned to deputize the President.
Treasurer:
The Treasurer shall handle all funds of the organization,
shall keep complete and accurate record of the receipts
and disbursements, prepare annual income/loss and asset/liability
statements in line with the generally accepted accounting
principles, and report at the Board and URAA Members
meetings when necessary.
The operating funds of the organization shall be deposited
in a bank in the name of this organization, URAA. The
Treasurer or the President may only disburse from the
operating funds.
The Treasurer shall be authorized to make expenses,
sign checks, promissory notes, or any other vehicles
for expenses not to exceed a limit authorized by the
President. Both the President’s and the Treasurer’s
signatures shall be required for amounts above this
limit.
Secretary:
The Secretary shall handle all official correspondence,
file all records and communications. The Secretary shall
record all of the proceedings of the Operating Committee,
the Board of Directors, and General Assembly meetings
and receive all reports and recordings of committees.
The secretary shall process and file all business correspondence
and documents, that comes before him/her and is disposed
of by the URAA organization, and shall act as a member
ex-officio of all committees.
The Secretary shall file with the responsible authorities
and follow through all income tax return documents prepared
by the Treasurer.
Social/Cultural Vice President:
Social/Cultural VP shall be responsible for presenting
the Russian culture and art to the Houston community
in general. Activities such as the Russian language
classes, Russian artists exhibitions, concerts, cultural
gatherings, lectures and others as agreed by the Operating
Committee shall be conducted.
Community Assistance Vice President:
Community Assistance VP shall be responsible of organizing
all charitable, religious, and basic assistance activities
of URAA in compliance with the Section 501(c) (3) of
the Internal Revenue Code (IRC)
Publicity Vice President:
The Publicity VP shall be responsible for raising the
awareness of the URAA Members and the general public
of URAA and its activities. These shall include but
not limited to the cultural and educational festivals
such as the Russian Festival, the days of importance
for Russian Americans (Republic Day, Woman’s Day, Victory
Day, Fourth of July), and Religious Holidays and Festivals
(Pasxa, Kresheniye, Thanksgiving).
Fund Raising Vice President:
The Fund Raising VP shall be responsible for raising
funds and receiving donations from the URAA Members,
corporations, and others for charitable, religious,
scientific, library, or educational activities of URAA
in compliance with the Section 501(c) (3) of the Internal
Revenue Code (IRC).
Marketing Vice President:
Marketing VP shell be responsible for marketing matters
for all possible events planned and proposed by URAA.
She/he shell be responsible for membership drive and
well-known presence of URAA in Houston community.
His/her duties shell not be limited to marketing and
promotion in the Houston metropolitan area.
Website and Communications VP:
Website & Communication VP shell be responsible
for website maintenance and update. It also includes
development of all possible means of communication with
the members and public. It includes bulletin and community
boards and different electronic engines of communication.
His/her duties shell not be limited to above mentioned
sources.
Design and Printing VP:
Design and Printing VP shell be responsible for the
design of promotional and marketing materials, help
with the design of the website and other means of interaction
with the general public. He/she shell be responsible
for bulk printing of brochures, flyers, marketing and
fundraising packages. His/her duties shell not be only
limited to the above list.
Members Assigned by the President:
The President shall be responsible for defining the
authority and responsibilities of the Operating Committee
members he/she assigns.
ARTICLE VI. — COMMITTEES
Section 6.01. Committees. The Operating
Committee may designate and appoint committees or individual
Members to coordinate functions of the Corporation.
ARTICLE VII. — CONTRACTS, CHECKS, DEPOSITS, MEMBERSHIPS,
AND FUNDS
Section 7.01. Contracts. The Operating
Committee and Board of Directors may authorize any officer
or officers, agent or agents of the Corporation, to
enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances.
Section 7.02. Checks and Drafts. All
checks, drafts, or orders for the payment of money,
notes, or other evidences of indebtedness issued in
the name of the Corporation must be signed by such officer(s)
or agent(s) of the Corporation and
in such manner as is, from time to time, determined
by the Board of Directors and the President
of Operating Committee. In the absence of such
determination by the Board of Directors,
such instruments shall be signed by the Treasurer
or assistant treasurer and countersigned by the
President or a Vice-President of the Corporation.
Section 7.03. Deposits. All funds
of the Corporation must be deposited from time to time
to the credit of the Corporation in such banks, trust
companies, or other depositories as the Operating Committee
may select.
Section 7.04. Gifts. The Board of
Directors or the Operating Committee may accept on behalf
of the Corporation any contribution, gift, bequest,
or devise for the general purpose or for any special
purpose of the Corporation.
Section 7.05. Memberships. The Corporation
may enter into memberships and other affiliations as
determined by the Board of Directors.
Section 7.06. Operating Funds and
Reserve Account. The Operating Committee
is responsible for managing operating funds. The president
of Operating committee shell be informed on all matters
related to monetary funds by the Treasurer.
The Board can create a Reserve Fund
to provide the emergency funds for shortfalls in operating
revenues as soon as the size of the organization reaches
the critical mass.
ARTICLE VIII. — MEMBERSHIP DUES
Section 8.01. Collection of Dues.
The Corporation will collect dues in an amount and manner
according to policies determined by the Board of Directors.
ARTICLE IX. — BOOKS AND RECORDS
Section 9.01. Books and Records. The
Corporation will keep correct and complete books and
records of account and will also keep minutes of the
proceedings of its Board of Directors and Operating
Committee. The Treasurer will keep the financial records,
which will include a general journal and general ledger.
A financial statement, consisting of a balance sheet
and statement of revenues and expenses, will be submitted
to the Board of Directors and Operating Committee at
their regular meetings, and to the membership yearly.
Section 9.02. Internal Audits. The
Board of Directors shell perform an yearly internal
audit of all accounting books and inventories.
Section 9.03. External Audits. The
Board of Directors shell be responsible for inviting
external auditors to perform audits when the assets
of the Corporation is reaching the critical mass.
ARTICLE X. — FISCAL YEAR
Section 10.01. Fiscal Year. The fiscal
year of the Corporation will be from July 1 through
June 31.
ARTICLE XI. — WAIVER OF NOTICE
Section 11.01. Waiver of Notice. Whenever
any notice is required to be given under the provisions
of the TexasNon-Profit Corporation Act, or under the
provisions of the Articles of Incorporation or the Bylaws
of the Corporation,such notice can be prospectively
or retroactively waived in a signed document by any
person entitled to such notice.
ARTICLE XII. — AMENDMENTS TO THE BYLAWS
Section 12.01. Amendments. Any Voting
Member of the Corporation may propose amendments to
these Bylaws. The proposed amendment(s) will be approved
for voting either by the Board of Directors or by petition
of a quorum of the membership. The proposed amendment(s)
and the date of the voting will be made available in
writing by postal or electronic mail at least two (2)
weeks prior to the deadline for voting. The proposed
changes will take effect if passed by a 2/3 majority
vote of the membership, including proxies, at any Members
meeting which has a quorum. These Bylaws may also be
altered, amended, or repealed by a 4/5 majority of all
the current Directors at any regular meeting, or at
any special meeting, if at least three days written
notice is given of an intention to alter, amend, or
repeal these Bylaws or to adopt new Bylaws at such meeting.
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