Bylaws

BYLAWS

Comal County Friends of the Night Sky

P.O. Box 3111

Canyon Lake, Texas 78133

July 9, 2020

 

 

ARTICLE I.  NAME AND PURPOSE

 

Section 1       Name

Comal County Friends of the Night Sky will be the name of this Organization. It shall be organized under the laws of the State of Texas.

 

Section 2       Purpose

The purpose of the Organization is:

1. To promote and encourage the protection and preservation of the night sky (as defined by the New Oxford American Dictionary as a place where the darkness of the night sky is relatively free of interference from artificial light) in Comal County.
2. To promote and encourage municipalities (including extraterritorial jurisdictions), unincorporated areas, neighborhoods, and businesses within Comal County to adopt, apply, observe, and enforce outdoor lighting ordinances and resolutions.
3. To support education and provide information to citizens of Comal County in the efforts of long-term protection and preservation of the Night Sky.

 

Section 3       Non-Discrimination Policy

This organization will conduct business without discrimination on the basis of age, gender, sexual orientation, disability, ethnic identity, religion, or creed.

 

ARTICLE II.  MEMBERSHIP

 

Section 1       Regular or Business Member

To obtain membership status, a prospective Member will submit a completed membership application and pay an annual membership fee. Membership will be automatically renewed each year upon remittance of annual dues. The Board of Directors, hereinafter referred to as the Board, and Officers will be elected from the Regular Members.

 

Section 2       Associate Member

Associate Members are friends of the Comal County Friends of the Night Sky who support the Organization but do not pay membership fees.

 

Section 3       Meetings

Meetings will be scheduled by the Board of Directors, with at least one meeting per year, the annual meeting. The following orders of business shall be addressed during the annual meeting unless decided otherwise by the Board via written notice:

1. President’s annual report
2. Treasurer’s report
3. Nomination of Board Members from the nominations list and/or from the floor
4. Any other transaction of such other business as may be properly brought before the meeting

 

ARTICLE III.  BOARD OF DIRECTORS

 

Section 1       Powers and Duties of the Board of Directors

The Board of Directors, as a fiduciary responsibility to the Organization, shall manage the business, property, and affairs of the Organization. The Board may exercise and delegate any and all of the powers of the Organization, subject to restrictions imposed by statute and these Bylaws. The Board shall establish administrative policies; authorize operational goals and objectives; emphasize overall organizational planning; authorize agreements and contracts; adopt the budget; establish annual dues; approve committee appointments; provide for the maintenance of assets; authorize meetings; review committee reports; and determine actions to be taken. Board Members shall actively participate in community outreach, fundraising, gift solicitation, membership recruiting, and campaign/event planning.

 

Section 2       Number of Directors and Compensation

The Board shall have up to seven (7), but not fewer than three (3) Members. The Board shall receive no compensation other than reasonable expenses as approved by the Board.

 

Section 3       Term

Board Members shall be elected to two-year terms.

 

Section 4       Elections

The Regular Members of the Organization will ideally, by October of each year, nominate one person for each of the available seats to be filled on the Board. Board Members may be re-nominated for service on the Board by a majority vote of the Board. New Directors shall be elected by a majority of Board Members present at such a meeting, provided there is a quorum present. Board Members so elected shall serve a term beginning on the first day of the next fiscal year.

 

Section 5       Quorum

A quorum will consist of a simple majority (51%) of the Board of Directors.  A quorum of the Board must be present to conduct business.

 

Section 6       Meetings

Regular meetings of the Board of Directors shall be held as determined by the Board. All meetings may be audited by any Regular Member, and the Member may make a statement if pre-approved or invited to do so by a Board Member. Special meetings of the Board may be held at any time upon 24-hour notice, oral, written or electronic, by the President, Vice President, Secretary, Treasurer, or by three (3) other Members of the Board.

 

Section 7       Notice of Meetings

A notice stating the place, date, and hour of any regular meeting of the Board of Directors shall be delivered personally, electronically, or by mail to each Member with a minimum of seven (7) days’ notice.

 

Section 8       Electronic Meetings

Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone, or similar communications equipment, by which all persons participating in the meeting can communicate with one another. Participation in a meeting pursuant to this section shall constitute presence at such meeting.

 

Section 9       Resignations, Termination, and Absences

Resignation from the Board of Directors must be in writing and received by the President or the Secretary. Board Members may be excused from attendance upon notification to the President prior to the scheduled meeting. Board Members shall be terminated from the board due to excessive absences, that being more than two (2) unexcused absences from Board meetings in a year. A Board Member may be removed for other reasons by a two-thirds vote of the remaining Directors.

 

Section 10     Vacancies

Vacancies occurring on the Board of Directors may be filled at any time by appointment of the President with approval of two-thirds vote of the Board.  The appointment will be for the unexpired term of the position. Fulfillment of appointed partial terms shall not count toward a Director’s term.

 

ARTICLE IV.  OFFICERS

 

Section 1       General

The Officers of this Organization shall be President, Vice-President,

Secretary, and Treasurer. Each Officer of this Organization shall be a Member of the Board of Directors.

 

Section 2       Election and Terms of Office 

All Officers shall be elected for a two (2)-year term. No one person may hold more than one office at the same time, with the exception of fulfilment of vacancies per Article IV

 

Section 3       Resignation and Removal

Whenever, in the judgment of the Board of Directors, the best interests of the Organization will be served, any Officer may be removed from office by the affirmative vote of two-thirds of the Board. Any Officer may resign at any time by delivering a written resignation to the President or the Secretary.

 

Section 4       Vacancies

In the event a vacancy occurs in any Officer’s position, it shall be filled in the following manner until the next election:

1. President – The Vice-President shall assume the office.
2. In case of vacancy in the office of both President and Vice-President, the duties of the Office of President shall be performed by the Secretary, until replacements are elected by the Board.
3. The Board of Directors shall elect replacements for all other vacancies.

 

Section 5       Duties and Responsibilities of Officers

The Officers shall possess such powers and perform such duties as shall be determined by the Board of Directors.

1. The President of the Board shall:
   1. Preside at all meetings of the membership and all meetings of the Board of Directors;
   2. Perform other duties customary to the Office of President, or as directed by the Board; and

• Be an ex officio non-voting member of all committees.

 

1. The Vice-President of the Board shall:
   1. Perform such duties as the President and/or the Board of Directors may determine;
   2. In the absence of the President, shall perform the duties of the President.

 

1. The Secretary shall:
   1. Oversee notice and maintenance of the minutes of the meetings of the Board of Directors and Executive Committee; and
   2. Perform other duties customary to the Office of the Secretary and as may be required by the Board of Directors or the President of the Board.

 

1. The Treasurer shall:
   1. Be the custodian of the funds of the Organization, however received, which are to be used exclusively for the operation of the Organization;
   2. Disburse the funds of the Organization as ordered by the Board of Directors;

• Oversee day-to-day authority for managing the finances of the Organization;

1. Provide financial reports and statements quarterly, or at the Board’s request; and at the annual meeting.
2. Supervise the keeping and auditing of the accounts which shall be open at all times to inspection by the Board.

 

ARTICLE V.  COMMITTEES

 

Section 1       Committee Formation

The Board of Directors may create committees as needed. The President shall appoint all committee chairs from the Regular membership or the Board. Temporary committees may be appointed by the President at any time with approval by a majority of the Board; standing and longer-term committees shall be created with the affirmation of a majority vote of the Board.

 

Section 2       Audit Committee

The Board of Directors shall appoint an audit committee in January of each year to audit the financial records of the Organization for the previous year.

 

ARTICLE VI. PARLIAMENTARY AUTHORITY

 

Section 1       Fiscal Year

The designated fiscal year of this Organization shall be January 1st to December 31st.

 

Section 2       Parliamentary Authority

The most recent edition of Robert’s Rules of Order shall serve as the Parliamentary Authority for the Organization.

 

ARTICLE VII.  INDEMNIFICATION

 

Section 1       General

Unless expressly prohibited by law, the Organization shall fully indemnify any person made, or threatened to be made, a party to an action, suit, or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person’s testator or in testate, is or was a Director, Officer, employee, or agent of the Organization or serves or served any other enterprise at the request of the Organization, against all expenses (including attorneys’ fees), judgments, fines, and amounts paid or to be paid in settlement incurred in connection with such action, suit, or proceeding. The Organization is liable only to the extent of the applicable limits of insurance coverage it maintains.

 

Section 2       Limitation of Liability

Officers, Directors, and other persons who perform services for the Organization and who do not receive compensation other than reimbursement of expenses (“volunteers”) shall be immune from civil liability. Additionally, persons regularly employed to perform a service for a salary or wage (“employees”) shall not be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the Organization in an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve (12) months immediately preceding the act or omission for which liability was imposed. Regardless of the amount of liability insurance maintained, this limitation of liability for volunteers and employees shall not apply when the injury or damage was a result of the volunteer or employee’s willful misconduct, crime (unless the volunteer or employee had reasonable cause to believe that the act was lawful), or transaction that resulted in an improper personal benefit of money, property, or service to the volunteer or employee, or act or omission that was not in good faith and was beyond the scope of authority of the Organization pursuant to this act or the corporate charter. This limitation of liability shall not apply to any licensed professional employee operating in his or her professional capacity. The Organization is liable only to the extent of the applicable limits of insurance coverage it maintains.

ARTICLE VIII. DISSOLUTION

Section 1       Dissolution Procedure

The Organization may be dissolved only with the authorization of the Board of Directors at a special meeting called for that express purpose and with the subsequent approval of a two-thirds vote of the Board.

 

Section 2       Liabilities

All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provisions shall be made, therefore.

 

Section 3       Distribution of Assets

Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this Organization, as determined by the Board of Directors.

 

ARTICLE IX.  AMENDMENTS

The Board of Directors shall review the Bylaws annually.  In order to amend the Bylaws, notice of the proposed amendment(s) shall be delivered personally, electronically or by mail to each Member of the Board of Directors at least two weeks prior to the time of the vote on the proposed amendment.  The Bylaws shall be amended by a two-thirds vote of the Board.