Bylaws for The Permian Basin Bookies, A Texas Nonprofit Corporation.
Article I Name and Principal Office.
1.01 Name. The name of this Corporation is the Permian Basin Bookies. These bylaws constitute the code of rules adopted by the Permian Basin Bookies for the regulation and management of its affairs. 1.02 Principal Office. The principal office of this corporation is located at 3318 Haynes Avenue, Midland, TX 79707, until further notice.
Article II Purpose.
2.01 Generally. This Corporation is organized to promote and advocate for literary involvement as a valid contribution to public/civic discourse as well as educating both its members and the general public by literary product by creating/sustaining a community of authors who are willing to work together toward such ends. 2.02 Education. This Corporation is organized to educate their members and the general public about: (A) the importance of creative writing. (B) the intellectual validity of the personal and social values of author created independent writing. (C) the rights of independent authors, as well as traditional authors, and education regarding the pitfalls of publishing. 2.03 Advocacy. This Corporation is organized to promote and defend author works in all genre and to address the negative misconceptions often associated with self published creative works. 2.04 Community. This Corporation is organized to provide a positive and supportive social environment for authors of all genre by offering opportunities to socialize and confide among other authors in their experiences of writing and publishing. 2.05 Nonprofit. This corporation shall operate exclusively as a nonprofit corporation pursuant to "Texas Non-– profit Corporation Law." Of the State of Texas and Section 501 (C) (3) of the Internal Revenue Code of the United States of America. This corporation shall not carry on any activities not permitted to be carried on by an organization is exempt from Federal income tax under 501 (C) (3) of the Internal Revenue Code, as amended.
Article III Management of Corporation business and affairs .
3.01 Powers. The members of the Corporation are vested with the management of the business and affairs of the corporation, subject to the Texas Business Organizations Code, the Certificate of Formation, and these bylaws. 3.02 Management by Members Vote. The members by a majority vote shall call for a Annual Meeting in January of each Calendar year. At the Annual Meeting, by a majority vote, the members shall elect for an annual term, the President, the Secretary, and the treasurer of the corporation. However, for organizational purposes and to serve until January 2016 and upon a majority vote of the members at the November 19, 2015, organizational meeting the president shall be Mark McDonald, the vice president shall be Glen Aaron, and the treasurer shall be Joseph Willis. 3.03 Voting. Management of the Corporation programs shall be by committee, the committee chair being nominated by any other member of the Corporation and elected by a majority vote of the members. That Committee Chair shall be recorded in the minutes of the corporation and shall serve on an annual basis. The balance of the committee working under the Committee Chair shall be selected, upon individual agreement, by either the President or the Committee Chair. 3.04 Eligibility. Any current member in good standing may be nominated to serve as an officer of the corporation. 3.05 Resignation. Any officer may resign at any time by delivering written notice to the Secretary are President of the corporation. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice. 3.06 Removal. Any officer may be removed, with or without cause, at any time, by a majority vote of the members, at a regular or special meeting called for that purpose. Any officer under consideration of removal must first be notified about the consideration by written notice in email at least five (5) days prior to the meeting at which the vote takes place. Any officer under consideration of removal shall be given an opportunity to be heard at the meeting called for that purpose. 3.07 Vacancies. Vacancies shall be filled by majority vote of the remaining members and for the remainder of the term of the Office are Committee Chair that was vacated. Vacancies shall be filed as soon as practical. Any Member may make nominations to fill vacant Office or committee chair. 3.08 Compensation. No officer and no committee chair shall be compensated monetarily for their services; however, each may be reimbursed for any actual expenses incurred in the performance of their duties for the Corporation, as long as a majority of the members approve the reimbursement. The Corporation shall not loan money or property to, or guarantee the obligation of, any Member. 3.09 Proxy. In all matters requiring a vote, but Callie may be valid by email proxy to any officer of the corporation and by personal vote while attending any meeting of the Corporation.
Article IV Additional committees.
4.01, the president of the corporation may from time to time designate and appoint additional standing are temporary committees. Such committee shall have and exercise such prescribed authority as is designated by the president. The Members may authorize these committees to exercise any powers, responsibilities, and duties consistent with the Certificate of Formation and these bylaws.
Article V Meetings.
5.01 Place of Meetings. Regular and Special Meetings of the members will be held at any place that the Pres. may designate within the county limits of Odessa or Midland, Texas. 5.02 Regular and Special Meetings. Regular meetings of the members shall be held monthly, or more frequently is deemed by the officers of the corporation. Special Meetings may be called by any officer. 5.03 Notice of Meetings. Notice of the date, time, and place of Regular Meetings shall be given to each member by email, telephone (including voicemail), facsimile, or electronic message not less than seven (7) days notice prior to the meeting. 5.04 Quorum. There shall be no quorum requirement for the purposes of convening a meeting or conducting business. However, all voting requiring member votes shall be by majority of those voting, whether by proxy in writing or email to any officer covering and affecting same, or by the member being present at the meeting.
Article VI Officers.
6.01 Roster of Officers. The Corporation shall have a President, Secretary, and Treasurer. 6.02 President. 1. The President will supervise and control the affairs of the corporation and shall exercise such supervisory powers as may be given him/her by a majority vote of the members. 2. The President will perform all duties incident to such office, and such other duties as may be be provided in these bylaws or as may be prescribed from time to time by a majority vote of the members. The President shall preside it all member meetings and shall exercise parliamentary control in accordance with Roberts Rules of Order. 3. The Pres. shall serve as an ex-officio member of all standing committees. 4. The President shall, with the advice of his co-– officers and in accordance with the requirements of these bylaws, set the agenda for each meeting of the members. 6.03 Secretary 1. The Secretary will perform all duties incident to the office of Secretary and such other duties as may be required by laws. 2. The Sec. shall attest to and keep the bylaws and other legal records of the Corporation, or copies thereof, at the principal office of the Corporation. 3. The Sec. shall take or ensure that someone takes minutes of all meetings of the Members, and shall keep copies of all minutes at the principal office of the Corporation. 4. The Sec. shall keep a record of the names and addresses of the officers at the principal office of the Corporation. 5. The Sec. shall, with the approval of the majority of the members, set up procedures for any elections held by the Corporation. The Sec. shall keep a record of all votes cast in such elections. 6. The Sec. shall ensure that all records of the Corporation, minutes of all official meetings, and records of all votes, are made available for inspection by any member of the Corporation at the registered or principal office of the Corporation at a reasonable time. 7. The Sec. shall see that all notices are duly given in accordance with these bylaws or as required by law. 8. The Sec. shall see that all books, reports, statements, certificates, and other documents and records of the Corporation are properly kept and filed. 9. In the case of the absence or disability of the Secretary, or the Secretary's refusal or neglect to fulfill the duties of Secretary, the President shall perform the functions of the Secretary until a replacement election to fulfill the term of the Secretary can be had. 6.04 Treasurer. 1. The Treasurer will have charge and custody of all funds of the corporation, will oversee and supervise the financial business of the Corporation, will render reports and accountings to the Members, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, died the Certificate of formation, or these bylaws, or which may be assigned from time to time by a Resolution passed by a majority of voting members, including but not limited to the opening of the corporations bank account. 2. The Treasurer of the Corporation shall devise a plan providing for the acceptance and disbursement of all funds of the corporation which shall be approved by a majority vote of the members. 3. The Treasurer, with the approval of a majority vote of the members, shall set up all checking and savings accounts of the Corporation and deposit all such funds in the name of the Corporation in such accounts. 4. The Treasurer's signature shall be the authorized signature for all checking and savings accounts of the Corporation unless the Treasurer, with the approval by a majority vote of the members, designates another officer of the Corporation as an authorized signatory for a particular type of disbursement. 5. The Treasurer shall prepare a quarterly report for the members, providing an accounting of all transactions and the financial condition of the Corporation. 6. The Treasurer shall keep all financing records, books, and annual reports of the financial activities of the Corporation at the principal office of the Corporation and make them available at the request of any member of the public at a reasonable time for inspection or copying. 7. In the case of the absence or disability of the Treasurer, or the Treasurer's refusal or neglect to fulfill the duties of Treasurer, the President shall perform the functions of the Treasurer, until a replacement can be elected by a majority of the voting members.
Article VII Members.
7.01 Eligibility. Membership shall be granted to any individual. The supports the mission and purpose of this Corporation, and is current as to membership views as set forth by majority vote of the existing members. 7.02 Rights. Each member of the Corporation shall be entitled to one vote on each matter submitted by the President or other designated officer to a vote at a Regular or Special Membership meeting, except to the extent that the voting rights are limited or denied by the Certificate of Formation. No member shall be entitled to any dividend or any part of the income of the Corporation, or to share the distribution of the corporate assets upon dissolution. The Officers of the Corporation has the discretion to decide which, if any, matters shall be submitted to the members for a vote, except that the following decisions will always be submitted to the membership for a vote: elections for members of the Officers, dissolution of the corporation, merger or exchange with another corporation, sale, or substantially all of the corporation's assets, and most amendments to the corporations certificate of formation. A member of this Corporation, on written demand by email stating the purpose of the demand to these Sec., is entitled to examine and copy at the members expense, in person or by agent, accountant, or attorney, at any reasonable time and for a proper purpose, the books and records of the corporation relevant to that purpose. 7.03 Membership Actions. The membership may act only at a properly called meeting of the membership. At such a meeting, a vote of a majority of the members in attendance shall be an act of the number ship. 7.04 Record Date. The record date for the purpose of determining the members of this Corporation entitled to receive notice for a membership meeting is the twenty – first (21st) day before the date the action requiring the determination of member is taken. All members, however, are entitled to vote at any membership meeting by proxy or in person. 7.05 Regular Membership Meetings. The Membership shall meet once per month at a time designated by the President and as hereinbefore described as to place. 7.06 Notice of Regular Membership Meetings. Email notice of the Regular Membership Meeting shall be given not less than seven(7) days nor more than sixty (60) calendar days before the date that such meeting is to be held. Such email notice shall state the place, day, and time of the meeting. 7.07. Special Membership Meetings. Special Membership Meetings may be called at any time by the President, or other officer of the Corporation, or on email request of one – tenth (1/10th) of the members entitled to vote. 7.08 Notice of Special Membership Meetings. Notice of Special Membership Meetings shall be given in the exact same manner as notice for the Monthly Meeting as provided for above, except that the notice shall contain the purpose for which the meeting is called. 7.09 Method of Membership Voting. A member vote on any matter may be conducted by proxy email, individually present at the meeting, or any combination of those methods. 7.10 Preparation of Voting Members List. After setting a record date for the notice of a meeting, the Secretary shall prepare an alphabetical list of the names of all it's voting members. The list must identify: (A) the members who are entitled to notice and the members who are not entitled to notice of the meeting; (B) the email address of each voting member.
Article VIII Indemnification.
8.01 Indemnification. To the extent permitted by law, any person (and the heirs, executors, and administrate tour's of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he, she is or was an officer or committee chair or agent of the Corporation may be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorneys fees and disbursements, incurred by him/her (our by his/her heirs, executors are administrate doors, in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance there in. 8.02 Limits on Indemnification. Notwithstanding the above, the Corporation will indemnify a person only if he/she acted in good faith and reasonably believed that his/her conduct was in the corporation's best interests. In the case of a criminal proceeding, the person may be indemnified only if he had no reasonable cause to believe his/her conduct was unlawful.
Article IX Operations.
9.01 Execution of Documents. Unless specifically authorized by majority vote of the voting members or as otherwise required by law, all final contracts, deeds, conveyances, leases, promise serine notes, or legal written instruments executed in the name of and on behalf of The Corporation shall be signed and executed by the President (or such other person designated by a majority vote of the voting Members), pursuant to the general authorization of the Members. 9.02 Distribution of Funds. Financial Transactions which have a value of more than $500 shall require a majority vote of the present voting Members. In all other transactions, the Treasurer (or other officer approved by the majority of Members) may dispense with the funds of the Corporation in accordance with its annual budget approved by the majority vote the Members and the purposes of the Corporation, as set out in the Certificate of Formation and these bylaws. 9.03 Limits on Political Activity. No substantial part of the activities of this Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by section 501 (H) of the Internal Revenue Code, as amended), nor shall this Corporation participate in, or intervene in (including the publication or distribution of statements on behalf of the corporation, any political campaign on behalf of or in opposition to any candidates for public office. 9.04 Fiscal Year. The fiscal year of the Corporation will be the calendar year, January 1 to January 1. 9.05 Substantive Amendments. Substantive amendments are those that affect the structure of the organization, powers, duties, requirements or methods of operation. Any amendment to these bylaws shall be made by a vote of the majority of members either by proxy or individual present vote. 9.06 Proposing Amendments. Any Officer or voting member may propose to the President and amendment of the Bylaws. Such proposal must state the specific new language proposed, indicate the old language to be modified or replaced, and provide a full explanation of the reasons for the proposed changes.
CERTIFICATION I hereby certify that these bylaws were adopted by the majority of the members voting at its meeting held on ____________________________________________.
_____________________________________________ Secretary of The Permian Basin Bookies is the