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BY-LAWS

 OF THE

 TEXAS STATE SOCIETY OF WASHINGTON, D.C.

 ARTICLE I – MEMBERS

Only active members in good standing are eligible to vote, hold office or otherwise participate in the business and social affairs of the Society.  Active members may bring guests to social functions of the Society.  For the purposes of voting and other official business, Family Membership subscriptions shall be considered to enfranchise a maximum of four active members, all of whom shall be from the subscriber’s immediate family, while Individual Membership subscriptions shall be considered to enfranchise a single active member.  For active members qualifying under the Family Membership subscription, only those immediate family members that are physically present at a Society meeting may cast a vote.

 ARTICLE II – MEETINGS

 Section 1.        Regular gatherings of the Society shall be held at least four times during each calendar year.

Section 2.        As required by the Constitution, the Annual Business Meeting shall be held each year prior to April 30.  In keeping with the Society’s tradition of commemorating the Battle of San Jacinto, which occurred on April 21, 1836, every effort shall be made to schedule the Annual Business Meeting on or about April 21 of each year, in conjunction with a celebration of the Battle of San Jacinto.

 ARTICLE III – DUES

 Each active member shall pay annual dues.  The dues-paid year shall begin on the date registration and payment is received by the Society and continues for one year from that date.

 ARTICLE IV – ELECTION OF OFFICERS

 Section 1.        At least thirty days before the Annual Business Meeting, the President shall name a Nominating Committee of not less than five active members to report a slate of candidates for office to be voted on at the Annual Business Meeting of the Society.  Other nominations may be made from the floor by any active member present.

Section 2.        Installation of new officers shall occur upon completion of the election at the Annual Business Meeting.

ARTICLE V – DUTIES OF OFFICERS

 Section 1.        The President shall preside at all meetings of the Society and the Board of Directors, call special meetings of the Society and the Board of Directors, fill vacancies occurring in an office with the approval of the Board of Directors, appoint the Standing Committees and special committees, uphold the Constitution and By-Laws, and present at the Annual Business Meeting a condensed report of the work and activities of the Society for the past year.  The President shall be an ex-officio member of all committees.

Section 2.        The Vice Presidents (in their order) shall assist the President in the work of the Society and, in the absence of the President, perform the duties of the office.

Section 3.        The Secretary shall keep in permanent form the minutes of the meetings of the Society and of the Board of Directors, conduct the Society’s correspondence, and send out notices of meetings.

Section 4.        The Treasurer shall record all monies received by the Society, pay bills and make disbursements as directed by the Board of Directors, prepare an annual budget and make an annual statement of finances.

Section 5.        The Historian shall keep a scrapbook and preserve and write a history of the Society.

Section 6.        At least thirty days prior to the Annual Business Meeting, the Board of Directors shall appoint an Auditing Committee of not less than three nor more than five persons to make an audit of the receipts and disbursements of money by the Society for the preceding year.  No member of the Board of Directors shall be eligible for appointment to the Auditing Committee.  The Auditing Committee so appointed shall make a report which shall be read to the membership at the Annual Business Meeting and shall be filed as part of the permanent records of the Society.

Section 7.        There shall be three Standing Committees known as the Entertainment Committee, the Membership Committee and the Sponsorship Committee.  Duties and responsibilities of these committees shall be as determined by the Board of Directors.

ARTICLE VI – EXECUTIVE DIRECTOR

The Executive Director shall be an employee of the Society and shall serve at the pleasure of the Board of Directors.  The Board of Directors shall, by majority vote, approve hiring and dismissal, set remuneration and shall determine the duties, powers and responsibilities of the Executive Director.

ARTICLE VI–BOARD OF DIRECTORS

Section 1.        The Board of Directors shall hold meetings as needed to conduct the business of the Society.

Section 2.        Special meetings of the Board of Directors shall be held at the call of the President or upon written request of three members, due notice having been given.

ARTICLE VIII– FINANCES

Section 1.        The Society shall be supported by Annual Dues and proceeds from social affairs.

Section 2.        No committee or part of the Society may undertake any financial responsibility except as authorized by the Board of Directors.

Section 3.        Only such funds as pass through the hands of the Treasurer shall be included in the annual financial report of the Society.

Section 4.        An annual operating budget shall be presented at each Annual Business Meeting, for the ensuing fiscal year.  The Society’s fiscal year shall be May 1st through April 30th.

ARTICLE IX – QUORUMS

 Section 1.        Seven members of the Board of Directors shall constitute a quorum for a Board of Directors meeting.

Section 2.        Twenty-five active members shall constitute a quorum for a meeting of the Society.

ARTICLE X – INDEMNIFICATION

 Any member of the Board of Directors of the Society who is involved in litigation, by reason of his or her position as a member of the Board of Directors, shall be indemnified and held harmless by the Society to the fullest extent authorized by law as it now exists or may subsequently be amended (but in the case of any such amendment, only to the extent that such amendment permits the Society to provide broader indemnification rights).  The Society will also pay to defend any member of the Board of Directors who is involved in litigation by reason of his or her position as a member of the Board of Directors and will maintain Directors and Officers insurance to pay these expenses.