Bylaws of
Doing Business As
Celtic Cultural Association of
ARTICLE
I- INTRODUCTORY
1 Definition of Bylaws.
These Bylaws constitute the code of Rules
adopted by North Texas Celtic Cultural Association. From this time forward the
association shall be known as Celtic
Cultural Association of Texas for the regulation and management of its affairs.
2 Mission and Powers.
This Corporation will have the mission
and powers that may be stated in its Articles of Incorporation, and such powers
as are now or may be granted hereafter by the Texas Nonprofit Corporation Law
of 2006 or any successor legislation and section 501(c)(3) of IRS Code, or
corresponding sections of any future federal tax code.
2.1 Celtic Cultural Association of Texas’s
mission is to promote and preserve the Celtic culture through education,
workshops, musical presentations and other forms of public dissemination of
information concerning the Celtic culture.
2.2 To provide benevolent assistance to members of the general
public at the behest of its membership for the relief of the poor, distressed
or the underprivileged.
3 Membership
Membership shall be defined as any person
or business that can show valid current paid membership in the
corporation. Terms of membership shall
be considered valid for one full calendar year dated from receipt of membership
form, payment, and approval by board, unless granted a lifetime membership. At
which time membership shall never expire.
A membership card shall be granted to those in good standing as proof of
such status. Eligibility is without regard to race, sex, color,
creed, religion or national origin.
ARTICLE
II- OFFICES
1 Principal and Branch Offices. The principal place of
business of this
Corporation in
2 Location of Registered Office. The location of the
registered office of this
Corporation is 726 Schmitz #1
ARTICLE
III- DIRECTORS
1 Definition of Board of Directors.
The Board of Directors is that group of persons
vested with the management of the business and affairs of this Corporation.
2 Number of Directors.
The number of Directors of this
Corporation will not be less than three (3) nor more than Thirteen (13) at any
time. In the case of an even number of board members the current elected
president shall not constitute a voting member, unless in the case of a
tie. At which time the president’s vote
shall act as the deciding vote.
3 Selection and Election of Directors.
After the initial selection of Seven (7) Directors
by the Incorporator, the paid membership
in good standing shall nominate and vote on the Board of Directors.
3.1 Every other calendar year the membership
shall select and nominate candidates to serve on the Board of Directors of the Corporation
for the specified term. Nominees shall
be submitted to the Nominating Committee by any Member at the regular meeting
held not more than two months prior to the vote for new Directors of the Board
of Directors. The Nominating Committee shall develop a slate of nominees which
shall be delivered to the membership of the corporation at least 10 days prior to
the meeting to take place one month prior to the aforementioned meeting or not
less than 10 days prior to the month before the election is to take place.
3.2 The nominating
committee shall be members selected by the board for the purpose of selecting
and approving the nominations of members for elections.
3.3 After receipt of the slate of nominees
from the Nominating Committee,
additional
nominations may be made from the floor. In order to be
accepted,
nominations from the floor must meet the following criteria:
(a) The
Nominating Committee must be notified in writing five (5)
days prior to
the election via us mail, e-mail, or facsimile.
(b) All
nominations must be accompanied by nominees
qualifications,
name of nominator, and name of seconder.
3.4 At the meeting to take place one month
prior to the voting session of the Corporation, nominations from the floor are
approved. They are then added to the ballot. Voting will be done by closed
ballot.
4 Terms of Directors.
4.1 The term of the Initial Seven(7) Directors selected by the Incorporator shall lass till elections of
2011. Each Initial Director shall have
the option to be elected for one more consecutive term. Then the rules defined by 4.2 shall apply for
all directors including Initial Directors.
4.2 The terms of newly-elected Directors shall begin on first
day of the first month proceeding their election. The maximum term of a
Director shall be two (2) consecutive full terms not to exceed four consecutive
years. A minimum of one year must
transpire before being eligible again, unless voted by the board to override.
5 Vacancies on the Board.
Any vacancy occurring during the term may
be filled
by the Board of Directors upon
recommendation of the Nominating Committee. The Director elected to fill the
vacancy will serve for the unexpired term of the predecessor in office.
6 Meetings.
The Board of Directors shall meet monthly
on the Third Sunday of each month at
6.1The minutes of the meetings of the Board
of Directors will list those in
attendance and
by proxy.
6.2 It is the responsibility of the members
of the Board of Directors to review the minutes of the meetings they have not
attended to stay current on the affairs of the organization.
7 Special Meetings.
A special meeting of the Board of
Directors may be called
by written notice at any time by the
President or by any three (3) Directors.
When called the notice shall state the purpose of the meeting. Notice of
the meeting shall be delivered not less than 10 days and not greater than 60
days prior to the date of the meeting and must be notified via us mail, e-mail,
phone or facsimile.
8 Notice of Directors' Meetings.
Written notice stating the place, day and
hour
of any meeting of the Board of Directors
will be delivered to each Director not
less than three (3) days nor more than
two (2) weeks before the date of the
meeting either personally or by First
Class Mail, email or facsimile by or at the
direction of the President, the
Secretary, or the Directors calling the meeting.
If mailed, such notice will be deemed
delivered when postmarked by the United
States mail addressed to the Director at
his or her address, as it appears on
the records of this Corporation, with
postage prepaid. These rules of notice shall also stand for the cancellation of
any meeting as well.
9 Waiver of Notice.
Attendance of any Director at any meeting of
the Board of
Directors will constitute a waiver of
notice of such meeting, except where
such Director 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.
10 Quorum of Directors.
A majority of the Board of Directors will
constitute a
quorum. The act of the majority of the
Directors present at a meeting in which
a quorum is present will be the act of
the Board of Directors, unless a greater
number is required under the provisions
of the Nonprofit Corporation Law of
2006, the Articles of Incorporation of
this Corporation, or any provision of
these Bylaws.
11
Removal of Directors.
11.1 Any Director may be removed by a vote of 75% majority
of the Board
whenever in its judgment the best interests of the Corporation
will be
served.
11.2 Any board member may be placed on probation and receive
revocation of duties and voting rights instead of loss of Director status by a
vote of 75% majority of the Board whenever in its judgment the best interests
of the Corporation will be served. The
Probationary period to be determined by the members of the Board.
ARTICLE
IV- OFFICERS
1 Roster of Officers.
The officers of this Corporation will
consist of the
following: President
Vice President
Secretary
Treasurer
2 President.
The President will be the chief executive
officer of the Corporation
and will, subject to the control of the
Board of Directors, supervise and control
the affairs of the Corporation. The
President will perform duties incident to
such office and such other duties as may
be provided by Bylaws or as may be
prescribed from time to time by the Board
of Directors. The President shall
serve in an ex-officio capacity on all
committees except Nominating.
3 Vice President - The Vice President will be responsible for performing
such other duties as may be prescribed from time to time by the Board of
Directors.
The Vice President will perform all
duties and exercise all powers of the President associated with his/her
designated areas when the President is absent or otherwise unable to act.
5 Secretary. The Secretary will be the custodian of the
corporate records, will
cause all notices to be given as required
by law of the Bylaws; will be
responsible for the recording of the
proceedings of all meetings of the
members, the Board of Directors, and generally
will perform all duties incident to the office of Secretary as required by law,
by Articles of Incorporation, by these Bylaws, or which may be assigned from
time to time by the Board of Directors.
6 Treasurer. The Treasurer will have charge and custody of all
funds of this
Corporation; will cause the deposit of
funds as required by the Board of
Directors; will cause the keeping and
maintenance of adequate and correct
accounts; for the Corporation's
properties and business transactions; will
render reports and accounting of all the
assets and liabilities under the
responsibility, control, sponsorship, or
management of the Corporation, or
otherwise as required by the Board of
Directors or by law; and will perform in
general all duties incident to the office
of Treasurer and such other duties as
may be required by law, by the Articles
of Incorporation, by these Bylaws, or
which may be assigned from time to time
by the Board of Directors. The
Treasurer will be responsible for
overseeing all areas of Finance.
7 Selection and Election of Officers.
At the election of Directors at the Membership
meeting described under Article 3.1 and 3.2, the Nominating Committee shall
submit a suggested slate of officers consisting of President, Vice President,
Secretary and Treasurer, drawn from the Board of Directors to serve a term.
Such slate shall be drawn on and voted upon the same date, unless tabled and
moved at the discression of the majority of
membership vote.
7.1 At the Election Board meeting, the Chair of the Nominating
Committee shall act a president pro tem, present the slate and approved
nominations
from the floor. Voting will be done by closed ballot. Newly
elected
officers shall take office at the first meeting following the election.
8 Terms of Officers. Officers of this Corporation shall serve
a two (2) year term
concluding with the commencement of the
regular meeting preceding Board election meeting, or until a successor to the
office has been selected and qualified. A person holding the office of
President may hold that office for only two consecutive terms. After serving 2
consecutive terms as president the office holder must then be out of office for
1 term before being elected to again serve as a President. A person holding the
offices of vice president, secretary, or treasurer may hold the respective
offices for as many terms as the Membership chooses to elect that person.
9 Vacancies Among Officers. Any vacancy occurring during the
year will be
filled from the membership of the Board
of Directors by the Board of Directors
upon recommendation of the Nominating
Committee.
10 Removal of Officers.
Any
officer may be removed by a vote of 75% majority of the Board whenever in its
judgment the best interests of the Corporation will be served.
ARTICLE
V
COMMITTEES
1 Executive Committee.
There shall be an Executive Committee of
the Board which shall consist of the President, Vice President, Secretary and
Treasurer. The Executive Committee shall have the authority of the Board of
Directors in the management of the Corporation between the time of meetings of
the Board of Directors. The President of the Corporation shall be the Chair of
the Executive Committee.
1.1 At each meeting of the Board of
Directors, the Executive Committee
shall submit a
report as to any actions taken and decisions made by it.
Minutes of
Executive Committee meetings shall be distributed to the
Board within
14 days following such meeting.
1.2 Meetings of the Executive Committee shall
be held at such times and
places to be
determined at the call of the President. Written notice of
each meeting
of the Executive Committee shall be given to each
member thereof
at least three (3) days prior to the day named for the
meeting. At
such meetings any business may be transacted, whether
included in
the agenda or not.
a) Emergency
meetings may be called by the executive committee
or any one of
the officers when, in the judgment of said officer, a
bona fide
emergency exists. Emergency meetings may be
called without
the requirement of written notice.
1.3 Three members of the Executive Committee
shall be necessary to
constitute a
quorum for the transaction of business and all acts of the
Executive
Committee must be by a majority of the Executive Committee.
For any action
which requires approval by a majority of the Executive
Committee, any
member of the Executive Committee not present at the
meeting shall
be polled by telephone if possible, to determine his or her
vote on a
specific matter.
1.4 The Executive Committee shall be
authorized to approve by appropriate resolution contracts on behalf of the
Corporation up to a limit preset by the Board for budgeted and unbudgeted
expenditures. Beyond these expenditure
limits, Board approval is required. Any attempt to ‘split’ contracts or
expenditures for the purpose of circumventing the requirements set forth herein
shall constitute a violation of this provision.
2 Standing Committees.
There shall be two Standing Committees:
Finance and Nominating. The chair and members of these committees shall be
recommended by the President after consultation with the executive committee,
and approved by the Board at its first regular meeting proceeding elections.
2.1 The Finance
Committee shall consist of the Treasurer as chair and any other members of the
corporation with the approval of the Board of Directors.
2.2 The Nominating Committee shall consist of a chair and at least
two (2)
Board members, none of whom shall be
subject to re-election to the
Board of Directors during their term of
appointment.
3 Other Committees.
The Board of Directors may from time to
time establish
committees other than Executive and
Standing Committees. The Board of
Directors shall define the purpose of
these committees. The chair of
previously established other committees
shall be recommended by the
President and approved by the Board at
the first meeting proceeding elections. The chair of these committees shall
appoint the members of their committees and submit their rosters at the following
meeting.
4 Authority.
Committees, except for the Executive
Committee, shall have the
power of recommendation only unless
additional powers are specifically
conferred upon them by the Board.
ARTICLE
VI- INFORMAL ACTION
1 Waiver of Notice.
Whenever any notice is required to be
given under the provisions of the Nonprofit Corporation Law of 2006, the
Articles of Incorporation of this Corporation, or these Bylaws, a waiver of
such notice, in writing, signed by the person or persons entitled to notice,
whether before or after the time stated in such waiver, will be deemed
equivalent to the giving of such notice.
2 Action by Consent.
Any action required by law or under the
Articles of Incorporation of this Corporation, or these Bylaws or any action
which otherwise may be taken at a meeting of the Board of Directors may be
taken without a meeting, if a consent in writing, setting for the action so
taken, is signed by all of the persons entitled to vote with respect to the
subject matter of such consent, or all Directors in office, and filed with the
Secretary of the Corporation.
ARTICLE
VII- MANAGEMENT
1 Personnel.
The Board of Directors shall have final
authority to employ or to
terminate such staff required for the
management and operation of the
Corporation on an annual basis.
ARTICLE
VIII- OPERATIONS
1 Fiscal Year.
The Fiscal Year of this Corporation will
be February 1 to January 31.
2 Execution of Documents.
Except as otherwise provided by law,
checks, drafts, promissory notes, orders for the payment of money, and other evidences
of indebtedness of this Corporation must be signed either by any two of the
officers of the Corporation, the Treasurer and one other officer or the
Executive Committee. Contracts, leases,
or other instruments executed in the name of and/or on behalf of the
Corporation shall be signed either by any officer of the Executive Committee.
3 Books and Reports.
This Corporation will keep correct and
complete books and records of account and will also keep minutes of the
proceedings of the Board of Directors. The Corporation will keep at its
registered office the original or a copy of the Bylaws, including amendments to
date certified by the Corporate Secretary.
4 Inspection of Books and Records.
All books and records of this Corporation
may be inspected by any Directors, his/her agent or attorney, or member of the
general public for any proper purpose, at any reasonable time, on written
demand, stating such purpose.
4.1 The Corporation may charge a fee of $1.00 for the first
page and $0.15 for each additional page of its records requested in printed
form along with the actual postage required to mail such information via the
4.2 The Corporation may charge a fee of $5.00 for cost of CD
for audio, video, picture, or any other digital version of its records
requested in digital format along with the actual postage required to mail such
information via the US Postal Service to the requestor.
5 Non-profit Operations.
This Corporation will not have or issue
shares of stock. No dividend will be paid and no part of the income of the
Corporation will be distributed to its Directors or Officers.
6 Loans to Management.
This Corporation will make no loans to
any of its Directors or employees.
7 Compensation.
This Corporation may pay re-imbursement to
members, directors, or officers for services rendered or items purchase to and
for the Corporation. Any such compensation must be authorized by act of the
Board of Directors prior to re-imbursement.
ARTICLE
IX- CODE OF ETHICS
1 General Purpose.
Every Board member shall act in the best
interests of
Celtic Cultural Association of
2 Confidentiality Information discussed at any meeting of the
Board of Directors
and or between members of the Board of
Directors regarding business of the
Corporation shall be deemed confidential
in nature. No Board member shall
release or discuss with anyone not
elected as a Director of Celtic Cultural
Association of Texas any data or
information not already known or available to the public that might adversely
affect Celtic Cultural Association of Texas's interests, concerning such
activities as but not limited to those relating to operations, performers,
earnings, sponsors’ contributions and salaries.
3 Prohibition.
No Board member or employee, in his/her
official capacity, shall
participate in the consideration or
approval of any Celtic Cultural Association of Texas business in which he/she
has a direct or indirect financial interest.
Furthermore, no Board member or employee
may be a food or craft vendor,
performer or athlete without following
the guidelines of the Conflict of Interest Policy.
ARTICLE
X – INDEMNIFICATION
1 Right to Indemnification.
The Corporation shall indemnify any
director or officer, and may indemnify any other employee or agent, who was or
is a party to, or is threatened to be made party to or who is called as a
witness in connection with any threatened, pending, or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation by reason of the fact
that he is or was a director, officer, employee agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action, suit or
proceeding unless the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
2 Right to Indemnification Not Exclusive.
The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article shall not be deemed
exclusive to any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any Bylaw, agreement, contract,
vote of members of disinterested directors or pursuant to the direction,
howsoever embodied, of any court of competent jurisdiction or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding such office. It is the policy of the
Corporation that indemnification of and
advancement of expenses to,
directors and officers of the Corporation
shall be made to the fullest extent
permitted by law. To this end, the
provisions of this Article shall be deemed
to have been amended for the benefit of
directors and officers of the
Corporation effective immediately upon
any modification of the Business
Corporation Law, of the State of
3 Expense Incurred.
The Corporation shall pay expenses
incurred by an officer
or director and may pay expenses incurred
by any other employee or agent in
defending a civil or criminal action,
suit or proceeding in advance of the final
disposition of such action, suit or
proceeding upon receipt of an undertaking
by or on behalf of such person to repay
such amount if it shall ultimately be
determined that he is not entitled to
indemnified by the Corporation.
3.1 The indemnification and advancement of
expenses provided by, or
granted
pursuant to, this Article shall, unless otherwise provided when
authorized or
ratified, continue as to a person who has ceased to be a
director,
officer, employee or agent and shall insure to the benefit of the
heirs,
executors and administrators of such person.
4 Creation of Fund.
The Corporation shall have the authority
to create a fund of any nature, which may, but need not be, under the control
of a trustee, or otherwise secure or insure any manner, its indemnification
obligations, whether arising under these Bylaws or otherwise. This authority
shall include, without limitation, the authority to: (1) deposit funds in trust
or in escrow (ii) establish any form of self-insurance; (iii) secure its
indemnity obligation by grant of a security interest mortgage or other lien on
the assets of the Corporation; or (iv) establish a letter of credit guaranty or
surety arrangement for the benefit of such persons in connection with the
anticipated indemnification or advancement of expenses contemplated by this
Article. The provisions of this Article shall not be deemed to preclude the
indemnification of, or advancement of
expenses to, any person who is not
specified in Section 1 of this Article by
whom the Corporation has the power
or obligation to indemnify, or to advance
expenses for, under the provisions of the Laws of the State of
be exercised by the Board of Directors of
the Corporation.
5 Indemnification Agreements.
The Corporation shall have the authority
to enter into a separate indemnification agreement with any officer, director, employee
or agent of the Corporation or any subsidiary providing for such indemnification
of such person as the Board of Directors shall determine up to the fullest
extent permitted by law.
6 Notice.
As soon as practicable after receipt by
any person specified in
Section 1 of this Article of notice of
the commencement of any action, suit or
proceeding specified in Section 1 such
person shall, if a claim with respect
thereto may be made against the
Corporation under Article X of these
Bylaws, notify the Corporation in writing
of the commencement or threat
thereof. Provided, however, that the lack
of such notification to the
Corporation shall not relieve the
Corporation of any liability under Article X of
these Bylaws unless the Corporation shall
have been prejudiced thereby, nor
shall the Corporation be relieved of or
from any other liability which it may
have to such person other than under
Article X of these Bylaws. With respect
to any action as to which such person
notifies the Corporation of the
commencement or threat thereof, the
Corporation may participate therein at
its own expense. Moreover, and except as
otherwise provided below, to the
extent that it desires, the Corporation,
jointly with any other indemnifying party
similarly notified, shall be entitled to
assume the defense thereof, with
counsel selected by the Corporation to
the reasonable satisfaction of such
person. After giving notice of its intent
to undertake the defense of any such
action, the Corporation shall not be
liable to such person under Article X of
these Bylaws for any legal or other
expenses subsequently incurred by such
person in connection with the defense
thereof other than as otherwise
provided below. Such person shall have
the right to employ his own legal
counsel in such action, but the fees and
expenses of such counsel incurred
after notice from the Corporation of its
assumption of the defense thereof
shall be at the expense of such person
unless: (1) the employment of legal
counsel by such person shall have been
authorized by the Corporation, (ii)
such person shall have reasonably
concluded that there may be a conflict of
interest between the Corporation and such
person in the conduct of the
defense of such proceeding; or (iii) the
Corporation shall not in fact have
employed legal counsel to assume the
defense of such action. The
Corporation shall not be entitled to
assume the defense of any proceeding
brought by or on behalf of the
Corporation or as to which such person shall
have reasonably concluded that there may
be a conflict of interest. If
indemnification under Article X of these
Bylaws or advancement of expenses
is not paid or made by the Corporation,
or on its behalf, within 90 days after a
written claim for indemnification or a
request for an advancement of expenses
has been received by the Corporation,
such person may, at any time
thereafter, bring suit against the
Corporation to receive the unpaid amount of
the claim or the advancement of expenses.
The right to indemnification and
advancements of expenses provided
hereunder shall be enforceable by such
person in any court of competent
jurisdiction; the burden of proving that
indemnification is not appropriate shall
be on the Corporation. Expenses
reasonably incurred by such person in
connection with successfully
establishing the right to indemnification
or advancement of expenses, in
whole or in part, shall also be
indemnified by the Corporation.
ARTICLE
XI – AMENDMENTS
1 Alterations, Amendments or Changes.
From time to time these Bylaws may be
altered or repealed, and new Bylaws may be adopted by the Board of Directors.
Ten (10) days' written notice of the proposed alteration amendment or change
must be given to each Director. No alteration, amendment or change shall be
made without the affirmative vote of a three-quarters (75%) majority of the
total number of Directors.
Article XII- DISSOLUTION
1 Dissolution
Celtic Cultural Association of Texas
may be dissolved by a majority vote of the Paid Membership at a regular
meeting, or at a special meeting called for that purpose, following sixty (60)
days written notice to all know existing paid members.
1.1 Dissemination of Funds
Upon the dissolution of the corporation, assets shall be
distributed for one or more exempt purposes within the meaning of section
501(c)(3) of the Internal Revenue Code or the corresponding section of any
future federal tax code, or shall be distributed to the federal or to a state
or local government, for a public
purpose. Any such assts not so disposed
of shall be disposed of by a court of Competent Jurisdiction of the County in
which the principal office of the corporation in then located, exclusively for
such purposes or to such organization or organizations, as said Court shall
determine, which are organized and operated exclusively for such purposes.
In witness whereof, we have hereunto subscribed our names this 15th
day of February, 2007.