Copyright © 2021· All Rights Reserved · San Antonio Cactus and Xerophyte Society
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