BYLAWS OF SAN ANTONIO CACTUS AND XEROPHYTE SOCIETY, INC. The   San   Antonio   Cactus   and   Xerophyte   Society,   Inc.   (the   “Society”)   is   incorporated   under   the   laws   of   the   State   of   Texas with the mission to promote the study, propagation, and public awareness of cacti and other succulent plants.     ARTICLE I - OFFICES 1. REGISTERED OFFICE AND   AGENT The   registered   office   and   registered   agent   of   the   Society   shall   be   as   set   forth   in   the   Society’s   Certificate   of   Formation.   The registered    office    or    the    registered    agent    may    be    changed    by    resolution    of    the    Executive    Board,    upon    making    the appropriate filing with the Secretary of  State. 2. PRINCIPAL   OFFICE The   principal   office   of   the   Society   shall   be   at   2826   Burning   Hill   St.,   San   Antonio,   Texas   78247,   provided   that   the   Executive Board shall have the power to change the location of the principal   office.       ARTICLE II – MEMBERS 1. CLASSES OF MEMBERS The   Society   shall   have   four   classes   of   members:   Active,   Family,   Life   and   Honorary.   Members   must   meet   the   following qualifications   for   membership:   Applying   for   membership      in      the   Society   by   meeting   such   qualifications,   completing   such forms,   and   paying   such   membership   fee   or   fees   (if   applicable)   as   shall   from   time   to   time   be   designated   by   the   Executive   Board. A. An active member must pay membership fees as set by the Board. B. The status of lifetime member may be granted by the Society to any active member having twenty (20) or more years of active membership. The granting of lifetime membership shall require a majority vote of the members attending the annual meeting. Nominations for lifetime membership must be submitted to the Board in writing on or before September 1. Lifetime members will be exempt from payment of any membership fees. C. Family membership requires payment of the family membership fees as set by the Board, andshall confer membership on all adult family members living in the same household. However, each family membership shall carry at most two votes, with the remaining family members being non-voting members. D. The title of “Honorary Member” will be granted to individuals whom the Society chooses to honor for distinguished service at the local, state or national level. Honorary members will be non-voting members. Honorary Membership is granted by vote of the Executive Board. 2. TERMINATION OF   MEMBERSHIP The Executive Board, by affirmative vote of sixty-seven percent (67.00%) of the Executive Board, may suspend or expel a member for cause after an appropriate hearing. 3. RESIGNATION Any   member   may   resign   by   filing   a   written   resignation   with   the   Secretary. 4. REINSTATEMENT Upon    written    request    signed    by    a    former    member    and    filed    with    the    Secretary,    the    Executive    Board    may,    by    the affirmative   vote   of   fifty-one   percent   (51.00%)   of   the   Executive   Board,   reinstate   such   former   member   to   membership upon such terms as the Executive Board may deem appropriate. 5. TRANSFER OF   MEMBERSHIP Membership in this Society is not transferable or   assignable. 6. PLACE OF   MEETING The Executive Board may designate any place, within the State of Texas, as the place of meeting for any regular meeting  or for any special meeting called by the Executive Board. 7. REGULAR   MEETINGS The regular meetings of members shall be held on the date and time set by the Executive   Board. Failure   to   hold   the   regular   meetings   at   the   designated   time   shall   not   work   a   dissolution   of   the   Society.   In   the   event   the Executive   Board   fails   to   call   the   regular   meetings      at   the   designated      time,   any   member   may   make   demand   that   such meeting   be   held   within   a   reasonable   time,   such   demand   to   be   made   in   writing   by   registered   mail   directed   to   any   officer of   the   Society.   If   a   regular   meeting   of   members   is   not   called   within   sixty   (60)   days   following   such   demand,   any   member may compel the holding of such regular meeting by legal action directed against the Executive   Board. 8. NOTICE OF MEMBERS'   MEETING Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than  ten (10)   nor   more   than   sixty   (60)   days   before   the   date   of   the   meeting,   either   personally,   by   facsimile   transmission,   electronic mail,   or   by   first   class   mail,   by   or   at   the   direction   of   the   President,   or   the   Secretary,   or   the   officers   or   persons   calling   the meeting,   to   each   member   entitled   to   vote   at   such   meeting.   If   mailed,   such   notice   shall   be   deemed   to   be   given   when deposited   in   the   United   States   mail   addressed   to   the   member   at   the   member's   address   as   it   appears      on   the   records   of the        Society,    with    postage    thereon    paid.    If    transmitted    by    facsimile,    notice    is    deemed    to    be    given    on    successful transmission of the facsimile. 9.       SPECIAL MEMBER’S MEETINGS Special meetings of the members may be called by the Executive   Board. Only   business   within   the   purpose   or   purposes   described   in   the   notice   or   executed   waiver   of      notice   may   be   conducted   at a special meeting of the   members. 10. VOTING OF   MEMBERS Active   and   Lifetime   members   shall   be   entitled   to   one   (1)   vote   and   Family   members   shall   be   entitled   to   one   (1)   vote   each with a maximum of two (2) votes per registered family on each matter submitted to a vote of the members. The   vote   of   the   majority   of   the   votes   by   the   members   present   at   a   meeting   shall   be   the   act   of   the   members   meeting, unless a greater percentage vote is otherwise required in these   Bylaws. Any   vote   may   be   taken   by   voice   or   show   of   hands   unless   a   member   entitled   to   vote   objects,   in   which   case   written   ballots shall be used. 11. QUORUM OF   MEMBERS The   active,   lifetime   and   family   members   present   at   a   meeting   for   which   all   members   have   been   given   proper   notice   shall constitute   a   quorum.   Once   a   quorum   is   present   at   a   meeting   of   members,   the   members   represented   in   person   at   the meeting   may   conduct   such   business   as   may   be   properly   brought   before   the   meeting   until   it   is   adjourned,   and   the subsequent   withdrawal   from   the   meeting   of   any   member   or   the   refusal   of   any   member   represented   in   person   to   vote shall not affect the presence of a quorum at the   meeting. 12.       FIXING RECORD DATES FOR DETERMINING MEMBERS ENTITLED TO VOTE AND NOTICE The   record   date   for   determining   the   members   entitled   to   notice   of   a   members'   meeting   and   for   determining   the members   entitled   to   vote   at   a   members'   meeting   shall   be   the   close   of   business   on   the   business   day   preceding   the   date on which notice is   given. 13. VOTING   LISTS After   fixing   a   record   date   for   the   notice   of   a   meeting,   the   Society   shall   prepare   an   alphabetical      list   of   the   names   of   all   the voting members who are entitled to notice of the   meeting.    ARTICLE III -EXECUTIVE BOARD 1. EXECUTIVE   BOARD The   powers   of   the   Society   shall   be   exercised   by   or   under   the   authority   of,   and   the   business   and   affairs   of   the   Society   shall be   managed   under   the   direction   of   the   Executive   Board   of   the   Society.   The   Executive   Board   shall   include   the   President, Vice-Presidents,    Treasurer,    Secretaries,    and    the    Directors,    together    with    any    other    officer    positions    created    by    the Executive   Board. 2. NUMBER OF   DIRECTORS The   number   of   directors   shall   be   three   (3)   provided   that   the   number   may   be   increased   or   decreased   from   time   to   time by   an   amendment   to   these   Bylaws   or   resolution   adopted   by   the   Executive   Board,   provided   that   the   number   of   directors may   not   be   decreased   to   fewer   than   three   (3).   No   decrease   in   the   number   of   Directors   shall   have   the   effect   of   shortening the term of any incumbent director. 3. NUMBER OF   OFFICERS The   officers   of   a   Society   shall   consist   of   a   President,   First   Vice-President,   Second   Vice-   President,   Third   Vice-President, Recording   Secretary,   Publicity   Secretary,   and   Treasurer   and   such   other   officers   and   assistant   officers   as   may   be   deemed necessary.   New   offices   may   be   created   and   filled   at   any   meeting   of   the   Executive   Board.   Any   two   or   more   offices   may   be held by the same person, except the offices of president and   secretary. 4. ELECTION OF OFFICERS AND   DIRECTORS At   each   November   meeting   of   the   members,   the   members   shall   elect   the   officers   of   the   Society   and   two   directors,   with the   third   director   being   the   acting   President   from   the   previous   year.   An   officer   or   director   shall   hold   office   until   the   next annual   election   of   officers   and   directors   and   until   said   officer   or   director's   successor   shall   have   been   elected,   appointed, or designated and qualified. A    nominating    committee    of    three    (3)    members    shall    be    appointed    by    the    President    on    or    before    August    1.        The nominating   committee   will   present   a   slate   of   proposed   officer   candidates   to   the   President   before   the   September   board meeting.      The   nominating   committee   will   present   the   slate   of   officers   at   the   September   meeting,   at   which   time   any nominations   by   the   general   membership   will   be   called   for.   Nominations   must   be   made   by   the   October   meeting   to   be included    on    the    ballot    for    voting.    This    slate,    including    nominations    from    the    general    membership    at    the    October meeting,   will   be   published   to   all   members   in   the   November   newsletter,   and   voted   upon   at   the   November   meeting.   All positions   for   which   there   is   only   a   single   candidate   will   be   elected   by   acclamation.   Voting   ballots   will   be   prepared   for positions   for   which   there   are   multiple   candidates.      Members   are   to   mark   their   choice   of   candidates   and   return   their “voting   ballot”   to   the   Recording   Secretary.   The   Recording   Secretary   will   count   the   ballots   and   report   the   outcome   of   the election   to   the   presiding   President.   Installation   of   the   officers   will   be   at   the   November   meeting.   The   term   of   office   is from January 1 through December   31. 5. REMOVAL OF DIRECTORS OR OFFICERS,   VACANCIES Any   director   or   officer   elected   or   appointed   may   be   removed   by   the   Executive   Board   whenever      in   their   judgment   the best   interests   of   the   Society   will   be   served   thereby.      A   vacancy   in   any      office   because   of   death,   resignation,   removal, disqualification   or   otherwise,   may   be   filled   by   the   Executive   Board   for   the   unexpired   portion   of   the   term.   Members   of the   Executive   Board   missing   three   consecutive   meetings   without   legitimate   reason   can   be   voted   off   of   the   Executive Board at the fourth meeting by a majority vote of the members of the Executive Board in attendance at  that   meeting. 6. POWERS OF DIRECTORS AND   OFFICERS Each   director   and   officer   shall   have   the   duties   and   powers   specifically   set   forth   herein   and   such   duties   and   powers   as   the Executive   Board   shall   from   time   to   time   designate.   All   directors   and   officers   shall   perform   their   duties   subject   to   the directions and under the supervision of the Executive   Board. 7. PRESIDENT The   President   shall   be   the   chief   executive   officer   of   the   Society   and   shall   preside   at   all   meetings   of   all   directors   and members. Such officer shall see that all orders and resolutions of the board are carried out. 8. FIRST   VICE-PRESIDENT The   First   Vice-President,   shall   preside   over   those   who   are   selected   to   participate   in   monthly   club   programs.   This   officer shall   also   perform   duties   designated   by   the   President.   The   First   Vice-   President   shall   make   reservations   annually   with   the San   Antonio   Garden   Center,   blocking   off   the   third   Wednesday   of   every   month   during   that   year,   for   the   holding   of   the Society’s   regular   meetings.   The   First   Vice-President   shall   also   present   payment,   if   any,   and   a   thank   you   card   to   speakers after programs. He or she shall preside over the meetings in the absence of the President. 9. SECOND   VICE-PRESIDENT The   Second   Vice-President   shall   serve   as   membership   chairman,   the   duties   of   which   include   the   greeting   of   all   guests and   new   members,   the   obtaining   of   these   individuals’   names   and   addresses   and   reporting   of   this   information   to   the Recording    Secretary    during    the    social    hour.    The    Second    Vice-President    shall    present    to    each    new    member    an informational   packet   containing   a   membership   list,   a   copy   of   the   bylaws,   and   Rules   for   Field   Trips.   This   officer   will   also introduce   all   guests   and   new   members,   and   if   needed,   shall   assume   the   duties   of   the   First   Vice-President   in   that   officer’s absence. 10. THIRD   VICE-PRESIDENT The   Third   Vice-President   shall   be   in   charge   of   arranging   all   field   trips   and   greenhouse   tours.   When   Field   trips   are planned,   this   officer’s   duties   will   include   contacting   the   property   owner,   making   reservations   for   a   given   date,   and collection   of   appreciation   fees   from   the   members   planning   to   attend.      Additionally,   this   officer   will   be   responsible   to presenting   appreciation   fees      to   the   property   owner   prior   to   the   field   trip,   together   with   a   thank   you   card.   This   office   will also assume the duties of the Second Vice-President in that officer’s absence. 11. RECORDING   SECRETARY The   Recording   Secretary   shall   attend   all   meetings   of   the   Executive   Board   and   all   meetings   of   the   members   and   shall record   all   votes   and   the   minutes   of   all   proceedings,   and   report   from   previous   minutes   of   prior   meetings.      The   Secretary shall   give   notice   of   all   meetings   of   the   members   and      all   meetings   of   the   Executive   Board   and   shall   perform   such   other duties as may be prescribed    by the   Executive   Board.   The   Recording   Secretary   will   respond   to   and   administer   all   of   the   Society’s   correspondence   not specified    within    the    duties    of    the    Publicity    Secretary.    The    Recording    Secretary    will    also    send    appropriate    cards    to members who are ill, hospitalized, or who have suffered a loss in their families. In   the   absence   of   the   Recording   Secretary,   the   minutes   of   all   meetings   of   the   board   and   members   shall   be   recorded   by such person as shall be designated by the President or by the Executive Board. 12. PUBLICITY   SECRETARY The   Publicity   Secretary   shall   perform   all   duties   relating   to   informing   the   general   public   of   the   Society’s   goals,   purpose, events,    and    activities.    The    Publicity    Secretary    shall    maintain    copies    of    all    of    the    Society’s    correspondence    and   advertisements. 13. THE   TREASURER The   Treasurer   shall   have   the   custody   of   the   funds,   monies,   and   financial   accounts   of   the   Society   and   shall   keep   full   and accurate   accounts   of   receipts   and   disbursements   in   books   belonging   to   the   Society   and   shall   deposit   all   moneys   and other   valuable   effects   in   the   name   and   to   the   credit   of   the   Society   in   such   accounts   or   banks   as   may   be   designated   by   the Executive   Board. The   Treasurer   shall   disburse   the   funds   of   the   Society   as   may   be   ordered   by   the   Executive   Board   in   a   prompt   manner, taking   proper   vouchers   for   such   disbursements.   The   Treasurer   shall   keep      and   maintain   the   Society's   books   of   account and   shall   give   to   the   President   and   directors   an   account   of   all   of   the   Treasurer's   transactions   and   of   the   financial condition   of   the   Society   and   exhibit   the   books,   records   and   accounts   to   the   President   or   directors   at   any   time.   The Treasurer   will   prepare   and   file   any   Internal   Revenue   Service,   State   Franchise,   or   other   financial   statements   or   forms required by law of the   Society. 14. DIRECTORS The   Directors   are   to   give   the   Executive   Board   and   the   Society   the   benefit   of   their   expertise   and   knowledge   on   matters relating   to   the   establishment   of   Society   activities,   items   of   policy   and   important   decisions   to   be   made.   They   have   a   vote at   all   meetings   of   the   Executive   Board   and   are   to   aid   in   determining   the   direction   and   goals   of   the   Society.   Each   of   the Directors,   at   the   request   of   the   President,   will   take   charge   of   special   projects   and   tasks   that   require   a   high   degree   of knowledge and leadership   ability. 15. REGULAR MEETING OF EXECUTIVE   BOARD The   Executive   Board   shall   hold   regular   meetings   at   which   they   shall   transact   such   business   as   shall   come   before   the meeting.   The   time   and   place   of   the   meetings   of   the   Executive   Board   may   be   changed   by   resolution   of   the   Executive Board.   Chairs   of   Committees   and   members   holding   positions   appointed   by   the   Executive   Board   may   be   invited   to   attend the meetings of the Executive Board, but will not be entitled to vote as members of the   Board. 16. SPECIAL MEETINGS OF EXECUTIVE   BOARD The   Secretary   shall   call   a   special   meeting   of   the   Executive   Board   whenever   requested   to   do   so      by   the   President   or   by two   (2)   or   more   directors.   Such   special   meeting   shall   be   held   at   the   date   and   time   specified   in   the   notice   of   meeting. Members of the Executive Board must be given at least two (2) days notice of the time and place of any special   meeting. 17. PLACE OF EXECUTIVE BOARD   MEETINGS All   meetings   of   the   Executive   Board   shall   be   held   either   at   the   principal   office   of   the   Society   or      at   such   other   place, within the State of Texas, as shall be specified in the notice of meeting or executed waiver of   notice. 18. QUORUM AND VOTING OF EXECUTIVE   BOARD A   quorum   for   the   transaction   of   business   by   the   Executive   Board   shall   be   a   majority   of   the   number   of   elected   Board Members   fixed   by   these   Bylaws.   The   act   of   the   majority   of   the   members   of   the   Executive   Board   present   in   person   at   a meeting   at   which   a   quorum   is   present   shall   be   the   act   of   the   Executive   Board,   unless   the   act   of   a   greater   number   is required by law or the Certificate of   Formation. 19. ACTION BY EXECUTIVE BOARD WITHOUT   MEETING Any   action   required   by   the   Texas   Business   Organizations   Code   to   be   taken   at   a   meeting   of   the   Executive   Board,   or   any action   which   may   be   taken   at   a   meeting   of   the   Executive   Board   or   any   committee,   may   be   taken   without   a   meeting   if   a consent   in   writing,   by   email,   or   verbally   by   telephone,   setting   forth   the   action   to   be   taken,   shall   be   signed   by   all   the Executive   Board   entitled   to   vote   with   respect   to   the   subject   matter   thereof,   or   all   of   the   members   of   the   committee,   as the case may be.  Such consent shall have the same force and effect as a unanimous   vote. 20. COMMITTEES The   President,   ratified   by   the   Executive   Board,   by   resolution   adopted   by   a   majority   of   the   Executive   Board   Members   in office,   may   designate   and   appoint   one   or   more   committees   of   members   which   perform   tasks   and   manage   shows   and activities   under   the   authority   of   the   Executive   Board.   Such   committees   may   be   appointed   by   a   majority   of   the   Executive Board   present   at   a   meeting   at   which   a   quorum   is   present.   Except   as   otherwise   provided   in   such   resolution,   members   of each   such   committee   shall   be   members   of   the   Society,   and   the   President   of   the   Society   shall   appoint   the   members thereof.   Any   member   thereof   may   be   removed   by   the   President   with   the   ratification   of   the   Board   whenever   in   their judgment the best interests of the Society shall be served by such   removal. Each   member   of   a   committee   shall   continue   as   such   until   the   next   annual   meeting   of      the   members   of   the   Society   and until a successor is   appointed. One   member   of   each   committee   shall   be   appointed   chairman   by   the   person   or   persons   authorized   to   appoint   the members thereof. Vacancies   in   the   membership   of   any   committee   may   be   filled   by   appointments   made   in   the   same   manner   as   provided   in the case of the original   appointments. Unless   otherwise   provided   in   the   resolution   of   the   Executive   Board   designating   a   committee,   a   majority   of   the   whole committee   shall   constitute   a   quorum   and   the   act   of   a   majority   of   the   members   present   at   a   meeting   at   which   a   quorum is present shall be the act of the   committee. Each   committee   may   adopt   rules   for   its   own   government   not   inconsistent   with   these   Bylaws   or   with   rules   adopted   by   the Executive   Board.      ARTICLE IV - MISCELLANEOUS 1. WAIVER OF   NOTICE Whenever   any   notice   is   required   to   be   given   to   any   member   or   director   of   the   Society   under   the   provisions   of   the   Texas Business   Organizations   Code,   the   Certificate   of   Formation,   or   these   Bylaws,   a   waiver   thereof   in   writing   signed   by   the person   or   persons   entitled   to   such   notice,   whether   before   or   after   the   time   stated   therein,   shall   be   equivalent   to   the giving of such    notice. 2. GIFTS The   Executive   Board   may   accept   on   behalf   of   the   Society   any   contribution,   gift,   bequest   or   devise   for   the   general purposes or for any special purpose of the   Society. 3. BOOKS AND   RECORDS The   Society   shall   keep   correct   and   complete   books   and   records   of   account   and   shall   keep      minutes   of   the   proceedings   of the   members,   Executive   Board,   and   committees   and   shall   keep   at   the   registered   office   or   principal   office   in   this   State   a record   of   the   names   and   addresses   of   its   members   entitled   to   vote.      A   member   of   the   Society,   on   written   demand   stating the   purpose   of      the   demand,   has   the   right   to   examine   and   copy,   in   person   or   by   agent,   accountant,   or   attorney,   at   any reasonable   time,   for   any   proper   purpose,   the   books   and   records   of   the   Society   relevant   to      that   purpose,   at   the   expense of the   member. 4. FINANCIAL RECORDS AND ANNUAL   REPORTS The   Society   shall   maintain   current   true   and   accurate   financial   records   with   full   and   correct      entries   made   with   respect   to all   financial   transactions   of   the   Society,   including   all   income   and   expenditures,   in   accordance   with   generally   accepted accounting   practices.   All   records,   books,      and   annual   reports   (if   required   by   law)   of   the   financial   activity   of   the   Society shall   be   kept   at   the   registered   office   or   principal   office   of   the   Society   in   this   state   for   at   least   three   years   after   the   closing of   each   fiscal   year   and   shall   be   available   to   the   public   for   inspection   and   copying   there   during   normal   business   hours.     The Society may charge for the reasonable expense of preparing  a copy of a record or   report. 5. FISCAL YEAR The fiscal year of the Society shall be from January 1 to December 31 of each year. 6. APPOINTED POSITIONS Society positions, which are non-voting positions, may be appointed by the Executive Board.       ARTICLE IX – CONSTRUCTION 1. PRONOUNS AND   HEADINGS All   personal   pronouns   used   in   these   Bylaws   shall   include   the   other   gender   whether   used   in   masculine   or   feminine   or neuter   gender,   and   the   singular   shall   include   the   plural   whenever   and      as   often   as   may   be   appropriate.   All   headings herein are for convenience only and neither limit nor amplify the provisions of these   Bylaws. 2. INVALID   PROVISIONS If   any   one   or   more   of   the   provisions   of   these   Bylaws,   or   the   applicability   of   any   such   provision         to   a   specific   situation, shall   be   held   invalid   or   unenforceable,   such   provision   shall   be   modified   to   the   minimum   extent   necessary   to   make   it   or   its application   valid   and   enforceable,      and      the   validity   and   enforceability   of   all   other   provisions   of   these   Bylaws   and   all other applications of any such provision shall not be affected   thereby. ARTICLE X - AMENDMENT OF BYLAWS The   Membership   may   amend   or   repeal   these   Bylaws,   or   adopt   new   Bylaws,   only   on   vote   of   a   super   majority   (67%)   of   a quorum   of   the   Society’s   membership   at   a   regular   meeting   with   at   least   thirty   (30)   days   notice   of   the   proposed   change   to the   Membership.   Changes   to   the   Bylaws   shall   be   reported   to   the   Internal   Revenue   Service   to   the   extent   required   by   the Internal Revenue   Code. Adopted by the Executive   Board   on   . _______________________ Secretary