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Founded 1934

AMENDED AND RESTATED

 

BY-LAWS OF THE EXECUTIVES ASSOCIATION OF HOUSTON

 

A TEXAS NON-PROFIT CORPORATION

 

ARTICLE I – OFFICES

I.01 Principal Office. The Executives Association of Houston, a non-profit corporation (hereinafter referred to as the “Corporation”) may have a principal office or such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

I.02 Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act (the “Act”) as set forth in Chapter 22 of the Texas Business Organizations Code as amended from time to time. The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II – MEMBERS

II.01 General Qualifications for Membership. Each member of the Corporation shall be of good character and business or professional reputation and must be actively engaged within the Houston metropolitan area in the business or profession in which he is classified in the Corporation. Each member of the Corporation shall be classified as follows:

  1. Only one (1) member may represent a particular line of business or profession (his “professional classification”), as defined by the Membership Committee.
  2. A membership is granted solely on an individual basis and is not to be considered as a membership to a company, corporation, sole proprietorship, partnership, or other entity.
  3. When a membership is relinquished, either voluntarily or involuntarily, or terminated under some other provision of these By-Laws, the general membership may then recommend and sponsor prospective members who are engaged in the former member’s line of business or profession.
  4. When any member in good standing who remains actively engaged in his profession becomes seventy (70) years of age, said member will no longer be able to claim exclusive use of his professional classification under these By-Laws. The member may also elect to no longer be required to present as a Man-of-the-Morning. In such instances, a new member with the same professional classification may be elected in accordance with Section 2.02.

II.02 Election of New Members. New members shall be elected in accordance with the following procedure

  1. Any member (the “Sponsoring Member”) may propose to the Vice-President an individual for membership in the Corporation as provided herein.
  2. The Sponsoring Member should indicate the length and nature (business or personal) of his relationship with the prospect and his family, and an endorsement of why the prospect would be a beneficial member to the Corporation. If the prospect is related to any existing member, this shall also be fully disclosed to the Membership Committee.
  3. The Vice-President will solicit comments on the prospect from any members who it is believed may have a conflict with the proposed business or professional classification of such prospect. The Vice-President will then provide notice to the membership of the Corporation that there is a potential prospect for the club and they are given seven (7) days to provide any feedback or concerns.
  4. The Sponsoring Member and the Vice-President-Membership are responsible for conducting a reasonable investigation of each prospect’s background to endeavor to confirm his integrity, determine his business or professional classification, and determine whether there are conflicts with other members which would justify denying membership.
  5. After the Vice-President has received comments from interested members, and after any potential conflict has been resolved, the New Member Prospect will be invited to apply. The Vice-President presents the application to the Board of Directors to approve or disapprove the prospect’s application for further consideration or determine that further information is needed.
  6. If the application is approved by the Board of Directors of majority vote for further consideration, the Vice-President will notify the Board of Directors of approval and the individual will become a Prospective Member who will be asked to attend two regular meetings of the Corporation. It shall be the responsibility of the Sponsoring Member to introduce the Prospective Member to the Membership.
  7. The Sponsoring Member will notify the Vice-President when the Prospective Member has attended the two required meetings, at which time the Vice-President will present the Prospective Member’s application to the entire membership for final approval. Upon final approval, the New Member Prospect will be sent a congratulatory communication and asked to finalize their profile on the website. The President shall then introduce the new member at the next regular meeting of the Corporation.

II.03 Voting Rights. Each member shall be entitled to one (1) vote on those matters submitted to a vote of the membership.

II.04 Termination of Membership. A member’s membership in the Corporation shall be terminated under any of the following circumstances:

  1. Other than in a case in which a member elects emeritus status as provided below, if a member ceases to be personally and actively engaged within the Houston metropolitan area in the line of business or profession under which he is classified in the Corporation;
  2. If a member voluntarily resigns his membership in the Corporation;
  3. If a member has a career change in his line of business, and therefore, their business category changes, to avoid termination of membership, the member must successfully reapply for the new business category, which must be done within one-hundred eighty (180) days from the occurrence of the career change. If there is a potential conflict with an existing member in the same category, such member and the other member with whom there is a category conflict shall determine if such conflict can be resolved by mutual agreement and amicably. If the conflict cannot be resolved by such members, the Board of Directors will make the final decision as to whether the member can stay or is required to terminate their membership.
  4. The membership of any member who is delinquent in the payment of dues shall terminate as provided in Section 10.04 herein, unless the Membership Committee approves alternative arrangements for the payment of dues.
  5. The membership of any member may be terminated for any reason as determined by a two-thirds (2/3) vote of the Board of Directors and affirmed by a three-fourths (3/4) vote of the membership at a meeting at which a quorum is present.

II.05 Obligations on Termination. The termination of membership, either voluntary or involuntary, of any member shall not relieve such former member of his obligation to pay his dues, assessments, or other charges theretofore accrued and unpaid.

II.06 Transfer of Membership. Membership in the Corporation is not transferable or assignable.

II.07 Member Emeritus Status. At any time a member in good standing, who is greater in age than sixty (60) years old may, upon written notice to the Membership Committee, elect for emeritus status. Further, emeritus status is required for any member upon a member attaining the age of seventy (70) years old. At such time as a member elects or attains emeritus status, a member shall (i) remain in good standing, and (ii) relinquishes his business category exclusivity. The member may also elect to no longer be required to present as a Man-of-the-Morning.

II.08 Immediately upon granting a member emeritus status, said member’s classification shall become available to other prospective members. The member’s emeritus status will thereafter be made clear in any announcements made at regular meetings without reference to prior classification. Should the emeritus member at any time thereafter wish to return to regular membership status, they must apply to the Vice-President for either new membership or change of classification, in accordance with the By-Laws.

ARTICLE III – MEETINGS OF MEMBERS

III.01 Regular Meetings and Attendance of Members. Members are expected to actively support the Corporation with their regular attendance. Regular meetings of the Corporation shall be held weekly at a time and place selected by the Board of Directors. Regular meetings shall include a social period, breakfast, and a program, and will normally be adjourned at 8:30 a.m. For good cause, the President may change the regular meeting of any week to a different day or hour of the same week. Further, the Board of Directors, or the President, may cancel a regular meeting if they deem that it is necessary or desirable.

III.02 Purpose of the Meetings of the Members

  1. The primary purpose of the program shall be to acquaint each member with the business, profession, work and activities of each other that a deeper appreciation of the work of a fellow member may be gained by the other members; to discuss matters of public interest and business welfare.
  2. The weekly programs shall be the responsibility of the Executive Secretary to schedule the Man-of-the-Morning and list them on the Website.
  3. Each member is expected to present as Man-of-the-Morning at their pre-scheduled times approximately once every two years. In case of any conflicts, it is up to the member to solicit another member and to change their scheduled times.
  4. No program will include the following subjects:
    1. The solicitation of donations for any charity except those approved by the Board in Section 6.05.
    2. Any discussion of religion.
    3. Political programs which include any form of campaigning for office. Reports and observations of elected officials are allowable, but not within a 90-day period preceding a public election.

III.03 Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth (1/10) of the members.

III.04 Place of Meetings. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any regular meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation.

III.05 Notice of Special Meetings. Written or printed notice stating the place, day, and hour of any special meeting of members shall be delivered, either personally or by mail or email to each member, not less than ten (10), nor more than fifty (50), days before the date of such meeting, by or at the direction of the President or the Secretary or the members calling the meeting. The purpose or purposes for which the special meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid.

III.06 Quorum. Members constituting thirty (30) percent of the membership of the Corporation shall constitute a quorum at any regular or special meeting. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting from time to time without further notice.

III.07 Guests. There shall be no charge for the breakfasts of guest speakers and guests who are bona fide Prospective Members. Members bringing other guests may be responsible for paying the Treasurer the cost of their meal as determined by the Board of Directors each year. It shall be the personal obligation of each member to abide by this by-law.

III.08 Attendance of Members Terminated Under Section 2.04(d). Members terminated under Section 2.04(d) of these By-Laws shall be eligible to continue attending meetings of the Corporation for a period of not more than one-hundred eighty (180) consecutive days after such termination, but only if their meals are paid for either out of previously-paid dues or on a cash basis; after which said guest status ends and the person must reapply for membership in the usual fashion.

ARTICLE IV – BOARD OF DIRECTORS

IV.01 Number, Tenure, and Election. The Board of Directors shall consist of at least nine (9) members comprised of the Immediate Past President, the current President and the Vice-President. The President shall act as the Chairman of the Board. Three Directors shall be elected each year to fill three-year terms, and additional Directors shall be elected as necessary to fill vacancies on the Board. In addition, annually, the members shall elect a Vice-President to serve in that office for a term of one year, and who shall thereafter serve as President for one year. The President and Vice-President will also serve as full voting members of the Board of Directors.

IV.02 General Powers. The overall affairs of the Corporation shall be managed by the Board of Directors. Except as herein otherwise specifically provided, the decision of the Board of Directors in all matters shall be final, subject only to an appeal by the membership. The Board of Directors shall have general control over all offices and committees, and may for good cause declare any office vacant.

IV.03 Appeal of Board of Directors. Ten (10) or more members may petition the President to appeal to the membership any decision of the Board of Directors, and such decision may be reversed by a three-fourths (3/4) vote of the members present at a regular meeting of the Corporation, provided, however, that a quorum is present at such regular meeting.

IV.04 Regular Meetings. The Board of Directors shall meet at least twice each year and when called by the President.

IV.05 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors. The person or persons authorized to call special meetings of the Board of Directors may fix any reasonable place, within Harris County, Texas, or a county adjoining Harris County, Texas, as the place for holding any special meetings of the Board of Directors called by them.

IV.06 Notice. Notice of any special meetings of the Board of Directors shall be given at least seven (7) days previously thereto.

IV.07 Quorum. Two-thirds (2/3) of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but if less than two-thirds (2/3) of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

IV.08 Manner of Acting. The act of two-thirds (2/3) of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law or by these By-laws.

IV.09 Informal Action by Directors. Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors.

ARTICLE V – OFFICERS

V.01 Officers. The officers of the Corporation shall be a President, Vice-President, an Executive Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of these By-Laws. The President may elect or appoint officers as he deems desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Executive Secretary.

V.02 Removal. Any officer of the Corporation may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

V.03 President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation; he shall preside at all meetings of the members and of the Board of Directors; he shall coordinate the activities of the various committees, and officers; he shall oversee the preparation and administration of a Budget as provided in Article IX herein; he may sign, with the Executive Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the Corporation; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

V.04 Vice-President. The Vice-President shall, preside at all Membership meetings, and organize and inspire the membership to promote and attract qualified new members.

V.05 Executive Secretary. The Executive Secretary shall organize and maintain the records (other than financial) of the Corporation, maintain a current membership roster, and conduct all official correspondence of the Corporation. The Executive Secretary shall keep written meetings of the various meetings of the Board as well as the annual meeting of the members.

V.06 Treasurer. The Treasurer shall oversee all financial records of the Corporation, maintain custody of funds, pay bills, send dues statements, collect dues, report to the Board of Directors any member who is delinquent in the payment of dues for more than one (1) month, and report the Corporations’ financial condition to the membership at regular meetings, at least at the bi-annual Business meetings. The Treasurer shall review the Budget and finances of the Corporation periodically throughout the year, and if a significant imbalance exists and the President does not correct the imbalance, the Treasurer shall immediately notify the Board of Directors of such condition. The Board of Directors may elect to hire an outside consultant to pay bills and perform and or assist with the necessary duties of the Treasurer.

ARTICLE VI – CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

VI.01 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and delivery any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

VI.02 Checks and Drafts. All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such interests shall be signed by the Treasurer and countersigned by the President or a Vice President of the Corporation. Further, all such interests in the amount of Ten Thousand Dollars ($10,000.00) or more require at least two signatures.

VI.03 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

VI.04 Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any specific purpose of the Corporation. The President may make reasonable gifts on behalf of the Corporation to members, members’ families, or special third persons who have been of service to the Corporation in cases of death, illness, or other special circumstances.

VI.05 Charities. The President may appoint an individual to oversee the charitable donations of the Corporation. This individual will be responsible for presenting his recommendations to the Board of Directors for approval of the charities and the giving amounts each year. All such charities and giving amounts must be approved by 2/3rds majority of the Board of Directors. Any charitable donations made by the Corporation shall from time to time be reported to the members.

ARTICLE VII – BOOKS AND RECORDS

VII.01 The Corporation shall endeavor to keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members. All books and records of the Corporation may be inspected by any member for any proper purpose at any reasonable time.

ARTICLE VIII – BUDGET

VIII.01 An annual Budget shall be presented to the Membership at a regular meeting prior to March 1 of each fiscal year. Such Budget shall take into account the following: (i) actual revenues; (ii) anticipated revenues; (iii) meal expenses; (iv) entertainment expenses; (v) supplies and other normal expenses; and (vi) other revenues or expenses. The President shall periodically review the finances of the Corporation throughout the year to determine if the Budget is being adhered to and report to the Board and the Membership the financial status of the Corporation when circumstances require.

ARTICLE IX – FISCAL YEAR

IX.01 The fiscal year of the Corporation shall begin on the first day of January and end of the last day in December in each year.

ARTICLE X – DUES

X.01 Annual Dues. The Board of Directors, with the approval of the membership, shall determine from time to time the amount of the annual dues payable to the Corporation by members. Dues are to be invoiced by January 1 of the current year. Emeritus members may receive a minor discount on their dues as approved by the Board of Directors.

X.02 Other Charges. Any other officially sanctioned charge or assessment levied upon the membership as may from time to time be approved by the Board of Directors and the membership, including, but not limited to, guest fees for breakfast or social functions, shall be considered “dues” for purposes of these By-Laws.

X.03 Payment of Dues. Annual dues shall be payable in advance of the thirty-first (31st) day of January of each fiscal year. Dues may also be paid quarterly and are considered late if over thirty (30) days past due for any quarterly payment. All other charges shall be paid within thirty (30) days of a member’s receipt of statements for same.

X.04 Default and Termination of Membership. When any member shall be in default in the payment of dues or other charges for a period of one (1) month from the date when same become payable, the Treasurer shall send a formal notice to the member advising him that the dues payment is delinquent, specifying the amount of the delinquency and advising the member that failure to pay such delinquent dues within thirty (30) days will subject such member to automatic termination of membership. It shall be the responsibility of each member to keep the Treasurer and officers advised as to any change of address for purposes of mailing notices of dues and other charges. Upon request of the member, the Board of Directors may approve exceptions.

ARTICLE XI – SEAL

XI.01 The Board of Directors may provide for a corporate seal for the Corporation, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal of The Executives Association of Houston).

ARTICLE XII – OUTSIDE ACTIVITIES

XII.01 The Corporation shall not undertake or engage in any political religious, or other unauthorized activity. Topics that speakers wish to address are not considered to be an action or sanctioned by the Corporation as defined by Article XIII.

ARTICLE XIII – ETHICS

XIII.01 The Corporation recognizes that its members may be individually governed by canons or codes of professional conduct. Therefore, if any activity undertaken by the Corporation is deemed by a member to be against his canon or code of conduct, then that member may refrain from entering into such activity if he so desires. It shall be left to the sole judgment of such member to ascertain if a particular activity is contrary to his canon or code of professional conduct.

ARTICLE XIV – WAIVER OF NOTICE

XIV.01 Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the By-Laws of the Corporation, 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 deemed equivalent to the giving of such notice.

ARTICLE XV – INDEMNIFICATION OF OFFICERS, DIRECTORS. AND MEMBERS

XV.01 Persons Indemnifiable. Except as prohibited by this Article, all current and past officers, directors, and members of the Corporation may be indemnified by the Corporation.

XV.02 Indemnifiable Events. Indemnifiable events include any threatened, pending, or completed actions, suits, or proceedings, whether civil, criminal, administrative, arbitrative, or investigative, any appeals in such actions, suits, or proceedings, and any inquiries or investigations that could lead to such actions, suits, or proceedings, or the incurring of any reasonable and necessary expense on behalf of the Corporation.

XV.03 Conditions for Indemnification. The Corporation may indemnify a person described in Section 16.01 who was, is, or is threatened to be made a named defendant or respondent in an indemnifiable event as defined in Section 16.02, only if it is determined that the person:

  1. Conducted himself in good faith;
  2. reasonably believed:
    1. in the case of conduct in his official capacity as a director of the Corporation, that his conduct was in the Corporation’s best interests; and
    2. In all other cases, that his conduct was at least not opposed to the Corporation’s best interests;
  3. In the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful;
  4. in cases in which the person is a director, has not been found liable on the basis that personal benefit was improperly received by him; and
  5. in cases in which the person is a director, has not been found liable to the Corporation.

XV.04 Determination of Indemnification. The determination of whether a person satisfies the conditions of indemnification under Section 16.03 must be made:

  1. By a majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the indemnifiable event;
  2. if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors (at least two [2]) who at the time of the vote are not named defendants or respondents in the Section 16.02 indemnifiable event;
  3. by a special legal counsel selected by the Board of Directors or a committee of the Board of Directors as set forth in subsection (a) or (b) of this section, or, if such a quorum cannot be obtained and such committee cannot be established, by a majority vote of all directors; or
  4. by the members in a vote that excludes the vote of directors who are named defendants or respondents in the Section 16.02 indemnifiable event.

XV.05 Purchase of Indemnification Insurance. The Corporation may purchase and maintain insurance on behalf of any officer, director, or member against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the Corporation would have the power to indemnify him against that liability under this Article.

ARTICLE XVI – GENERAL PROVISIONS

XVI.01 Manner of Notice; Waiver of Notice. Any notice to be provided pursuant to these Bylaws, unless specifically provided otherwise in these Bylaws, may be given in any lawful manner as provided by the Act, including, without limitation, by in hand delivery, regular or certified mail, or e-mail to the person’s last known e-mail address as reflected in the books and records of the Corporation. Any requirement of notice may be waived in writing by the person entitled to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

XVI.02 Attendance and voting. Generally, attendance at any meeting pursuant to these Bylaws shall be in person unless the President or Board of Directors determines that attendance may occur via any other telephonic, video or other electronic means. Voting of the members shall be conducted either in person, writing, email, or any other electronic means, or a combination of the preceding, as determined from time to time by either the President or the Board of Directors.

ARTICLE XVII – AMENDMENTS TO BY-LAWS

XVII.01 Upon recommendation of a majority of the Board of Directors in attendance at a meeting where a quorum is present, these By-Laws may be altered, amended, or repealed and any amendments or new By-Laws may be adopted by a two-thirds (2/3) vote of the members present at any regular meeting or at any special meeting, if at least two weeks’ written or seven days’ emailed notice is given to the membership of an intention to alter, amend, or repeal these By-Laws or to adopt new By-Laws at such meeting, together with the same notice providing the substance of such changes or additions to these By-Laws.

                              

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