Texas State Society

By-Laws

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BY-LAWS

OF THE

TEXAS STATE SOCIETY OF WASHINGTON, D.C.

As Amended by the General Membership on April 25, 2018

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 continue 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 Communications Director shall be responsible for creating the content of digital
media, which includes working with the Historian to maintain the history sections on the
TSS website, the content of emails, working with the committee chairs to ensure details
of events are accurately communicated, the content of social media and monitoring,
working with the TSS email to provide unified communication and responses to email
requests and to assure that the messaging of the TSS is consistent and coordinated.

Section 6. The Historian shall keep a scrapbook, including a digital or online scrapbook and
preserve and write a history of the Society.

Section 7. 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 8. 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 SECRETARY

The Executive Secretary shall serve at the pleasure of the Board of Directors. Annually, the President
shall nominate and 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 Sectary.

ARTICLE VII – 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.