Post Enduro Association

BYLAWS 10/11/2005

Table Of Contents

ASSUMPTIONS

4

Article I. OFFICES

4

 

Section 1.01  PRINCIPAL OFFICES

 

 

Section 1.02 CHANGE OF ADDRES

 

 

Section 1.03 OTHER OFFICES OR ADDRESSES

 

 

 

 

Article II. NON-PROFIT PURPOSES

4

 

Section 2.01 IRC SECTION 501(c)3 PURPOSES

 

 

Section 2.02 SPECIFIC OBJECTIVES AND PURPOSES

 

 

 

 

Article III. BOARD OF DIRECTORS

5

 

Section 3.01 BOARD OF DIRECTORS

 

 

Section 3.02 QUORUM

 

 

Section 3.03 BOARD DECISIONS

 

 

Section 3.04 PRESUMPTION OF ASSENT

 

 

Section 3.05 CONDUCT OF MEETING

 

 

Section 3.06 PLACE OF MEETINGS

 

 

Section 3.07 REGULAR MEETINGS

 

 

Section 3.08 SPECIAL MEETINGS

 

 

Section 3.09 NOTICE OF MEETINGS

 

 

Section 3.10 NON-LIABILITY OF DIRECTORS AND OFFICERS

 

 

Section 3.11 INDEMNIFICATION OF THE BOARD OF DIRECTORS

 

 

Section 3.12 INSURANCE FOR CORPORATE AGENTS

 

 

 

 

Article IV. REPRESENTATIVES

7

 

Section 4.01 NUMBER

 

 

Section 4.02 QUALIFICATIONS

 

 

Section 4.03 ELECTION AND TERM OF OFFICE

 

 

Section 4.04 POWERS

 

 

Section 4.05 DUTIES OF REPRESENTATIVES

 

 

Section 4.06 REMOVAL AND RESIGNATION

 

 

Section 4.07 VACANCIES

 

 

Section 4.08 COMPENSATION

 

 

 

 

Article V. OFFICERS

9

 

Section 5.01 DESIGNATION OF OFFICERS

 

 

Section 5.02 QUALIFICATIONS

 

 

Section 5.03 ELECTION AND TERM OF OFFICE

 

 

Section 5.04 REMOVAL AND RESIGNATION

 

 

Section 5.05 VACANCIES OF OFFICERS

 

 

Section 5.06 DUTIES OF THE OFFICERS

 

 

Section 5.07 COMPENSATION

 

 

 

 

Article VI. COMMITEES

12

 

Section 6.01 EXECUTIVE COMMITTEE

 

 

Section 6.02 OTHER COMMITTEES

 

 

Section 6.03 MEETINGS AND ACTION OF COMMITTEES

 

 

 

 

Article VII. MEMBERS

13

 

Section 7.01 DETERMINATION AND RIGHTS OF MEMBERS

 

 

Section 7.02 QUALIFICATION OF MEMBERS

 

 

Section 7.03 ADMISSION OF MEMBERS

 

 

Section 7.04 FEES AND DUES

 

 

Section 7.05 CLASS OF MEMBERSHIP

 

 

Section 7.06 NUMBER OF MEMBERS

 

 

Section  7.07 GUEST POLICY FOR MEMBERS

 

 

Section 7.08 MEMBERSHIP RECORD

 

 

Section 7.09 NON-LIABILITY OF MEMBERS

 

 

Section 7.10 NON-TRASFERABILITY OF MEMBERSHIP

 

 

Section 7.11 TERMINATION OF MEMBERSHIP

 

 

Section 7.12 PLACE OF MEETINGS

 

 

Section 7.13 REGULAR MEETINGS

 

 

Section 7.14 SPECIAL MEETINGS

 

 

Section 7.15 NOTICE OF MEETINGS

 

 

Section 7.16 QUORUM FOR RATIFICATION OF MOTIONS

 

 

Section 7.17 MAJORITY ACTION AS MEMBERSHIP ACTION

 

 

Section 7.18 VOTING RIGHTS

 

 

Section 7.19 ACTION BY WRITTEN BALLOT

 

 

Section 7.20 CONDUCT OF MEETINGS

 

 

 

 

Article VIII. EXECUTION OF INSTRUMENTS, DEPOSITS & FUNDS

18

 

Section 8.01 EXECUTION OFINSTRUMENTS

 

 

Section 8.02 CHECKS AND NOTES

 

 

Section 8.03 DEPOSITS

 

 

Section 8.04 GIFTS

 

 

 

 

Article IX. FISCAL YEAR

18

 

Section 9.01 FISCAL YEAR

 

 

 

 

Article X. CORPORATE RECORDS, REPORTS AND SEAL

18

 

Section 10.01 MAINTENANCE OF PEA RECORDS

 

 

Section 10.02 CORPORATE SEAL

 

 

Section 10.03 DIRECTORS’ INSPECTION RIGHTS

 

 

Section 10.04 MEMBERS’ INSPECTION RIGHTS

 

 

Section 10.05 RIGHT TO PUBLIC INSPECTION

 

 

Section 10.06 PERIODIC REPORT(S)

 

 

 

 

Article XI. IRS 501 (c)3 TAX EXEMPTION PROVISIONS

20

 

Section 11.01 LIMITATIONS ONACTIVITIES

 

 

Section 11.02 PROHIBITION AGAINST PRIVATE INUREMENT

 

 

Section 11.03 DISTRIBUTION OF ASSETS

 

 

 

 

Article XII. AMENDMENT OF THESE BYLAWS

20

 

Section 12.01 AMENDMENT

 

 

 

 

Article XIII. CONSTRUCTION AND TERMS

21

 

Section 13.01 CONFLICT

 

 

Section 13.02 UNENFORCEABLE

 

 

Section 13.03 REFERENCES

 

 


 

Assumptions

 

All actions described herein are subject to the Articles of Incorporation, and the Laws of the State Of Texas.

Voting provisions for members of the Board of Directors (Representatives and Officers) as described in these bylaws will become effective on May 1st following the elections to be held at the duly called General Membership meeting scheduled in February 2006.  Elections at that meeting will be nominated by and elected from the floor during said meeting.

Article I. OFFICES

 

Section 1.01 PRINCIPAL OFFICES

The principal office of the corporation in the State of Texas shall be located in the City of Lubbock, County of Lubbock.

 

Section 1.02 CHANGE OF ADDRESS

The designation of the state of the PEA principal office may be changed by amendment of these Bylaws.

Section 1.03 OTHER OFFICES OR ADDRESSES

PEA may also have offices at such other places, within or without its state of incorporation, where it is qualified and deemed necessary to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.

These addresses may change from time to time including but not limited to each year when new Representatives and/or Officers are elected to the Board of Directors.

Article II. NON-PROFIT PURPOSES

Section 2.01 IRC SECTION 501(c)3 PURPOSES

 

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)3 of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)3 of the Internal Revenue Code

Section 2.02 SPECIFIC OBJECTIVES AND PURPOSES

The Post Enduro Association is a not-for-profit organization dedicated to promoting the safe and responsible use of off-highway-vehicles (OHV), to include purchasing, leasing and managing property for said purpose, as well as preserving the environment and natural resources through the balanced management of OHV Trails.

Emphasis is placed on educating the citizenry on the development and implementation of environmentally responsible practices and providing unbiased guidance and assistance affecting the development of Texas public and private lands for outdoor recreational use.

Article III. BOARD OF DIRECTORS

Section 3.01 BOARD OF DIRECTORS

PEA shall have a Board Of Directors that will consist of 4 elected Representatives, 1 Representative Non Elect (This will be the Past President if and when PEA has a Past President) and 4 Officers (President, Vice President, Secretary and Treasurer).

Until such time as PEA has a Past President or when PEA has a Past President who is unwilling, or unable to serve as a Representative, the Board of Directors will be considered to consist of 8 people.

In the case that the Past President is unwilling or unable to serve the information, regarding his or her ability to serve needs to be provided in writing to the Secretary.

Section 3.02 QUORUM

A quorum shall be established when a legal board meeting has been duly called according to these bylaws. The Board at any meeting that was not duly called shall consider no business and the only motion, which the Chair shall entertain, is a motion to adjourn.

Section 3.03 BOARD DECISIONS

The act of majority at a meeting at which a quorum is present shall be the act of the Board of Directors except that a vote of not less then two thirds of the sitting Board of Directors shall be required for the amendment of or addition to these Bylaws as per the Article Amendment of These Bylaws.

Section 3.04 PRESUMPTION OF ASSENT

A director of PEA who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of PEA immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.


Section 3.05 CONDUCT OF MEETING

 

Meetings of the Board of Directors shall be presided over by the President or, in his or her absence; by the Vice President or, in the absence of each of these persons, by a Chairperson chosen by the majority of the Board Members present at the meeting.  The Secretary shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Robert’s Rules Of Order shall govern all meetings, insofar as such rules are not inconsistent with or in-conflict with the Articles of Incorporation, these Bylaws or with provisions of law.

Section 3.06 PLACE OF MEETINGS

Meetings shall be held on a PEA Property unless otherwise specified by the acting President  or at such other place as may be designated from time to time by resolution of the Board of Directors.

Place of meeting will be included in any notice of meeting.

Section 3.07 REGULAR MEETINGS

Regular meetings of the Board of Directors shall be held at least annually.

Directors shall be elected per the outline in these Bylaws at the General Membership meeting in February.. Each voting member shall cast one vote for each director position up for renewal.  The candidate receiving the highest number of votes shall be elected to serve.

Section 3.08 SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by agreement of 25% of the sitting Board of Directors.  Such meetings shall be held on a PEA Property, or, if different, at the place designated by the person or persons calling the special meeting.

Section 3.09 NOTICE OF MEETINGS

The following provisions shall govern the giving of notice for meetings of the Board of Directors:

1) Regular Meetings: Notice regarding the location of the meeting should be sent two weeks prior to each meeting. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by facsimile or electronically, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.  In the case of a facsimile or electronic notification, the director to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within twenty-four hours of the first transmission.

2) Special Meetings: The Secretary of PEA shall give prior notice of at least 72 hours to each director of each special meeting of the Board.  Such notice may be oral or written, may be given personally, by first class mail, by telephone, by facsimile or electronically, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.  In the case of a facsimile or electronic notification, the director to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within twenty-four hours of the first transmission.

3)   Waiver Of Notice: Whenever any notice of a meeting is required to be given to any director of this corporation a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.  The attendance of a director at a meeting shall constitute a waiver of notice of said meeting, except where a Board Member attends a meeting for the express purpose of objecting to the transaction of any business because the Board Member feels the meeting was not duly called or convened.  

Section 3.10 NON-LIABILITY OF DIRECTORS AND OFFICERS

The Directors and Officers shall not be personally liable for the debts, liabilities, or other obligations of PEA.

Section 3.11 INDEMNIFICATION OF THE BOARD OF DIRECTORS

The Representatives and Officers of PEA shall be indemnified by PEA to the fullest extent permissible under Texas State Law.

Section 3.12 INSURANCE FOR CORPORATE AGENTS

Except as may be otherwise provided by law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of liability insurance on behalf of any agent of PEA (including Representative, Directors, Officers, Employees or any other agent).  The purposes for the purchase of the insurance is to shield the above-referenced agents from claims asserted against them for conduct and or actions performed during the course and scope of carrying out their PEA responsibilities.  

Article IV. REPRESENTATIVES

Section 4.01 NUMBER

PEA shall have 5 Representatives, 4 elected by the general membership and 1 being having recently held the Office of President (if and when PEA has a Past President). 

Section 4.02 QUALIFICATIONS

Representatives shall be of the age of majority in the state of Texas.  Other qualifications for Representatives shall be as follow: 

                        (a) Reputable in their community

                        (b) Having no conflict of interest with the organization

                        (c) Show just cause for supporting this organization

                        (d) Ability to attend meetings & perform accepted duties 

                        (e) Demonstrates understanding of why this corporation was formed

 

Section 4.03 ELECTION AND TERM OF OFFICE

The General Membership may make nominations for Representatives during the January meeting. Representatives shall be elected by a majority vote of members annually coinciding with the February meeting of the General Membership.  If the election is not held in conjunction with such meeting, such election shall be held as soon thereafter as is practical to convene or notify a quorum.

Each Representative shall hold office indefinitely until his or her successor is elected and qualifies.  

Section 4.04 POWERS

Subject to the action required or permitted to be taken or approved by the members of this corporation, the activities and affairs of this corporation shall be conducted and all corporate power shall be exercised by or under the direction of the Board of Directors.

Section 4.05 DUTIES OF REPRESENTATIVES

Each person that accepts a Position within the Board Of Director shall understand that Membership Record Information is considered Proprietary Information and is to be protected at all times.  

Upon vacating any position for any reason all documents, equipment, property, lists, paraphernalia or other that belongs to or is required by PEA and the Board of Directors shall be returned within a practical time limit as set by the SOP and in such a manner that it does not interfere or affect PEA Business.

It shall be the duties of the Representatives to:

                        (a)        Perform any and all duties accepted by them collectively or individually;

                        (b)        Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the Compensation, if any, of all Officers, agents and employees of PEA.

                        (c)        Supervise all Officers, agents and employees of PEA to assure that their duties are performed properly and within the scope of this corporation.

                        (d)       Meet at such times and places as required by these Bylaws;

                        (e)        Register their addresses with the Secretary of PEA, and notices of meeting mailed or telegraphed to them at such address shall be proper notice.

 

Section 4.06 REMOVAL AND RESIGNATION

Any Representative may be removed, either with or without cause, by the Board of Directors provided a vote of not less than 100% of ALL other members of the Board of Directors.

Any Representative may resign effective upon giving written notice to the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Representative may resign if PEA would then be left without a duly elected Representative or Representatives in charge of its affairs, except upon notice to the Office of Attorney General or other appropriate agency of the State of Texas.

Section 4.07 VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Representative, and (2) whenever the number of authorized Representatives is increased.

Any Representative may resign effective upon giving written notice to the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Representative may resign if PEA would then be left without a duly elected Representative or Representatives in charge of its affairs, except upon notice to the Office of Attorney General or other appropriate agency of the State of Texas.

.

Unless otherwise prohibited vacancies of Representative may be filled by the affirmative vote of a majority of the remaining Representatives though less then a quorum of the Board of Directors at a duly called meeting of the Board Of Directors.  A Representative elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.  Any Representative position to be filled by increase in the number of Representatives shall be filled by election at the General Membership Election meeting or by Special Meeting of Membership for that purpose 

Upon vacating any position the representatives vacating the position shall pass on all documents, equipment, property, lists, paraphernalia or other that belongs to or is required by PEA and the Board of Directors.

Section 4.08 COMPENSATION

Representatives shall serve without compensation except that a reasonable fee may be paid to Representatives for attending regular and special meetings of the Board, if approved by the General Membership.  In addition, they shall be allowed reasonable reimbursement of expenses incurred in the performance of their duties.  No such payment shall preclude any Representative from serving PEA in any other capacity and receiving compensation therefore. 

Article V. OFFICERS

Section 5.01 DESIGNATION OF OFFICERS

The Officers of PEA shall be a President, a Vice President, a Secretary and a Treasurer. 

Section 5.02 QUALIFICATIONS

Officers shall be of the age of majority in the state of Texas.  Other qualifications for Representatives shall be as follow:

                         (a) Shall be a member in good standing with PEA

                        (b) Reputable in their community

                        (c) Show just cause for supporting this organization

                        (d) Ability to attend meetings & perform accepted duties

                        (e) Demonstrates understanding of why this corporation was formed 

 

Section 5.03 ELECTION AND TERM OF OFFICE

The Board of Directors shall present nomination for Officers to the General Membership in the January meeting.    

Officers shall be elected by a majority vote of members coinciding with the February meeting of the General Membership.  If the election is not held at such meeting, such election shall be held as soon thereafter as is practical to convene or notify a quorum. 

Each Officer shall hold office indefinitely until his or her successor is elected and qualifies.  

The incumbent President upon losing re-election or resigning automatically becomes the 5th Representative.

Section 5.04 REMOVAL AND RESIGNATION

Any officer may be removed, either with or without cause, by the Board of Directors provided a vote of not less then 100% of ALL other members of the Board of Directors.

Any officer may resign at any time by giving written notice to the Board or to the President or Secretary of PEA.  Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting term of a contract, which has been approved or ratified by the Board of Directors relating to the employment of any officer of PEA.

Section 5.05 VACANCIES OF OFFICERS

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise of any officer shall be filled by the Board of Directors.  In the event of a vacancy in any office other then the President, such vacancy may be filled temporarily by appointment of the President until such time as the Board fills the vacancy.  

Upon vacating any position the officers vacating the position shall pass on all documents, equipment, property, lists, paraphernalia or other that belongs to or is required by PEA and the Board of Directors.

Unless otherwise prohibited vacancies on the Board may be filled by the affirmative vote of a majority of the remaining Board Members at a duly called meeting of the Board of Directors.  An Officer elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.  Any position to be filled by increase in the number of the Board Of Directors shall be filled by election of the General Membership or by Special Meeting of Membership for that purpose.


Section 5.06 DUTIES OF THE OFFICERS

Each person that accepts a Position within the Board Of Director shall understand that Membership Record Information is considered Proprietary Information and is to be protected at all times.  

Upon vacating any position for any reason all documents, equipment, property, lists, paraphernalia or other that belongs to or is required by PEA and the Board of Directors shall be returned within a practical time limit as set by the SOP and in such a manner that it does not interfere or affect PEA Business.

                        (a)        President: The President shall be the chief executive officer of PEA and shall, subject to the control of the Board of Directors, supervise and control the affairs of PEA and activities of the Officers.  He or she shall perform all duties incident to the office and such duties, which may be prescribed from time to time by the Board of Directors.  The President shall preside at all meetings of the Board of Directors and, at all meetings of the General Membership.  He or she shall, in the name of PEA, execute such deeds, mortgages, bonds, contracts, checks, or other instruments, which may from time to time be authorized by the Board of Directors.

                        (b)        Vice President: In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the power of, and be subject to all the restrictions on, the President.  The

                        Vice President shall have other powers and perform such other duties as may be prescribed by the Board of Directors.

                        (c)        Secretary: The Secretary shall:

                        (i) Certify and keep the original, or a copy, of these Bylaws as amended or otherwise altered to date.

                        (ii) Keep at the principal office or at such other place as the Board may determine, a book of minutes of all meetings of the Board Of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, record of notice and how given, the names of those present or represented at the meeting, and the proceedings thereof.

 

(iii) See that all notices are duly given in accordance with these Bylaws.

                        (iv)       Be custodian of the records and of the seal of PEA and affix the seal, as authorized, to duly executed documents of PEA.

                        (v)        Be responsible for a Membership Record containing the Members Information including but not limited to name and address of each and any members, and, in the case where any membership has been terminated the secretary shall cause the Membership record to be amended to reflect such facts as appropriate, together with the date on which such membership ceased.

                        (vi)       Exhibit at all reasonable times to any member(s) of the Board Of Directors of PEA, on request, the Bylaws, the Membership Record, the minutes of the proceedings of the Board Of Directors of PEA and/or the minutes of the General Membership meetings.

 

(vii)  In general, perform all duties incident to the office of Secretary and such other duties as may be accepted.

                        (d)       Treasurer: The Treasurer shall:

                        (i)         Have charge and custody of, and be responsible for, all funds and securities of PEA, and deposit all such funds in the name of PEA in such banks, trust companies and other depositories as shall be selected by the Board of Directors.

                        (ii)        Receive and give receipt for, monies due and payable to PEA from any source whatsoever.

 

(iii) Disburse, or cause to be disbursed, the funds of PEA as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

                        (iv)       Keep and maintain accounts of PEA properties and business transactions, including accounts of it‘s assets, liabilities, receipts disbursements, gains, and losses.

                        (v)        Exhibit at all reasonable times the books of account and financial records to any member of the Board Of Directors of PEA.

                        (vi)       Render to the Board Of Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of PEA.

 

(vii) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

(viii) In general, perform all duties incident to the office of Treasurer and such other duties as may from time to time be accepted.

Section 5.07 COMPENSATION

Officers shall serve without compensation except that a reasonable fee may be paid to Officers for attending regular and special meetings of the Board, if approved by the General Membership.  In addition, they shall be allowed reasonable reimbursement of expenses incurred in the performance of their duties. No such payment shall preclude any officer from serving PEA in any other capacity and receiving compensation therefore.

 

 

Article VI. COMMITEES

Section 6.01 EXECUTIVE COMMITEE

The Officers of the Corporation (President, Vice President, Secretary and Treasurer) will constitute the Executive Committee.  The Board of Directors may delegate to the Executive Committee the powers and authority of the Board in the management of the business and affairs of PEA, to the extent permitted for daily operation of PEA and it’s entities.

By a majority vote of it’s members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated.

The Executive Committee shall create a record of its activities, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

Section 6.02 OTHER COMMITTEES

PEA shall have such other committees as may from time to time be designated by resolution of the Board of Directors.  These committees may consist of persons who are not also members of the Board and shall act in advisory capacity to the Board.

Section 6.03 MEETINGS AND ACTION OF COMMITTEES

The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with these Bylaws.  

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Article VII. MEMBERS

Section 7.01 DETERMINATION AND RIGHTS OF MEMBERS

 

Section 7.02 QUALIFICATION OF MEMBERS

The qualifications for membership in PEA are that members shall be of a good moral character and shall conduct themselves according to the club rules.

 

Section 7.03 ADMISSION OF MEMBERS

Applicants shall be admitted to membership when:

                        (a)        Their application for membership has been delivered and approved by the designated reviewer(s). The reviewer(s) will be selected by the Board annually.

                        (b)        Funds, if applicable, for membership have been accepted

 

Section 7.04 FEES AND DUES

There will be no fee charged for making application for membership in PEA.

(a)    Dues shall be payable in advance on or before December 1st of each year (DUE DATE).

 

Section 7.05 CLASS OF MEMBERSHIP

The Corporation shall have one class of members.  The designation of such class and the qualification and rights of the members of such class shall be as follows: All members shall be of the same class of general membership. The head of Household and Spouse are the only members that carry voting rights. Membership is defined as;

(a)    Head of Household

(b)   Spouse

(c)    One companion, if Head of household is single

(d)   Children or step children that meet any of the following criteria:

1.      Under the age of 18

2.      Under the age of 23, unmarried and living at home or attending college as a full time student

(e)    Grandchildren under the age of 18

(f)    Any exceptions will be handled on a case by case basis and must be approved by the Board of Directors

 

Section 7.06 NUMBER OF MEMBERS

There is no limit on the number of members that PEA may allow.

Section 7.07 GUEST POLICY FOR MEMBERSHIP

Guest policy will be addressed within the organizations policies and rules..

 

Section 7.08 MEMBERSHIP RECORD

 

The Membership Record (or Member’s Record) is considered Proprietary Information.

PEA shall keep a Membership Record containing the name, primary discipline with respect to PEA and address of each member.  Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. 

The Membership Record will be the basis for all correspondence including but not limited to the PEA Newsletter, meeting notices and other PEA related mailings.  Use of members’ names, primary discipline as it relates to PEA and home city will be utilized in the pursuit of the mission of PEA and to promote public use of public land.

Dissemination of information in the Membership Record to outside organizations for any reason except as indicated in this Article; whether for a fee or not, is strictly prohibited without prior written consent from each member whose name is to be distributed.

Under penalty of law no member of the Board Of Directors, Officer, Employee or agent of PEA during their tenure or at anytime shall use, distribute or willfully give an unfair business advantage to himself or herself, some other person or entity by knowledge of this information or for any other purpose not approved by the Board Of Directors.  This includes but is not limited to use of the Representatives, Officers, Employees or Members, physical or electronic mailing addresses, phone or facsimile numbers. Any Board Member, Representative, Officer, Employee, Member or Agent found guilty of this offense will be subject to legal action and immediate expulsion from their office and duties.

Section 7.09 NON-LIABILITY OF MEMBERS

A member of PEA is not, as such, personally liable for the debts, liabilities, or obligations of PEA.

Section 7.10 NON-TRASFERABILITY OF MEMBERSHIP

No member may transfer a membership or class of membership or any right arising there from.

Section 7.11 TERMINATION OF MEMBERSHIP

The membership of a member shall terminate upon the occurrence of any of the following events:

                        (a)        Upon his or her notice of such termination delivered to the President or Secretary or person appointed to accept such notification, personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.

                        (b)        Upon failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after due date.  A member may avoid termination by paying the amount of delinquent dues within a thirty (30) day period following the due date.

                        (c)        After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Executive Committee that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of PEA.  The member being ejected shall receive a pro-rated refund of dues already paid for the current dues period.  

 

All rights of a member in PEA shall cease on termination of membership as herein provided.

Section 7.12 PLACE OF MEETINGS

 

Meetings shall be held on a PEA Property unless otherwise specified by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors.

Section 7.13 REGULAR MEETINGS

General Membership Meetings shall be held as determined by the presiding President 

Any duly called meeting shall have the right to conduct PEA Business as per the Agenda of the Meeting.

General Membership Meetings are open to all interested individuals.  Only members are eligible to vote.

Representatives and Officers shall be elected per the outline in these Bylaws at the General Membership Meetings in February. Voting for the elections shall be by written ballot.  Each member shall cast one vote for each position up for renewal.  The candidate receiving the highest number of votes shall be elected.

Section 7.14 SPECIAL MEETINGS

The Board of Directors may call special meetings of the Members. Such meetings shall be held on a PEA Property, or, if different, at the place designated by the person or persons calling the special meeting.

Section 7.15 NOTICE OF MEETINGS

Notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, any and all issues, motions or ballots to be voted upon or ratified; shall be delivered not less then thirty (30) days nor more then ninety (90) days before the date of the meeting, either personally, by mail, at the directions of the President, or the Secretary, to each member entitled to a vote at such meeting. If mailed, such notice shall be deemed delivered when deposited postage prepaid in the United States mail addressed to the member at his or her address as it appears in the Members Book at PEA.

The notice of any meeting of members at which Representatives or Officers are to be elected shall state the names of all those who are nominees or candidates for election to the board at the time notice is given.  It shall also list the names of all current position holders who are stepping down or up for reelection.

The attendance of a member at a meeting shall constitute a waiver of notice of said meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the member feels the meeting was not duly called or convened.  This must be stated to a member of the Board Of Directors before any other business is conducted. (Section 7.16)

Section 7.16 QUORUM FOR RATIFICATION OF MOTIONS

A quorum shall consist of a total of 15% of the eligible voting membership as of January 1 of the same year. This quorum will be determined by the combined amount of those people voting by any means as approved by these bylaws.

Any new business brought to the attention of the Board Of Directors during a Duly called General Membership meeting will be (by Robert’s Rule Of Order) documented, discussed and then tabled until the next duly called General Membership meeting.  This allows notification of any issue or motions to be distributed to the entire membership allowing each member to choose whether he/she attends the next duly called meeting, votes or abstains.

Section 7.17 MAJORITY ACTION AS MEMBERSHIP ACTION

 

Every act or decision done or made by a majority of voting members in person or by Written Ballot (description of written ballot below) at a duly held meeting shall be the act of the Members.

Section 7.18 VOTING RIGHTS

Head of Household and Spouse are entitled to vote for each matter submitted to a vote by the members.  

Section 7.19 ACTION BY WRITTEN BALLOT

Any action that may be taken at any regular or special meeting of members may be taken without a meeting or in addition to a meeting if PEA distributes a written ballot to each member entitled to vote on the matter.  For the sake of other Articles of these Bylaws a duly called Action By Written Ballot shall constitute a duly called Board of Directors, or a duly called General Membership Meeting.

The ballot shall:

                        (a)        Set forth the proposed action;

                        (b)        Provide an opportunity to specify approval or disapproval of each proposal;

                        (c)        Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Representatives or Officers, state the percentage of approvals necessary to pass the measure submitted; and

                        (d)       Shall specify the date by which the ballot must be received by PEA in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to PEA.

 

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified on these Bylaws.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the required quorum authorizing the action (see section 7.16), and the number of approvals equals or exceeds the number of votes that would be required to approve the action.

Representatives and/or Officers may be elected by written ballot. Such ballots for the election of Representatives or Officers shall list the persons nominated.

Section 7.20 CONDUCT OF MEETINGS

General Memberships Meetings shall be presided over by the President, or, in his or her absence, by the Vice President or in the absence of either of these persons, by a Chairperson chosen by a majority of the voting members, present at the meeting.  The Secretary shall act as Secretary of all meetings of members, provided that, in his or her absence, the Chairman shall appoint another person to act as Secretary of the Meeting.

Robert’s Rules Of Order shall govern all meetings, insofar as such rules are not inconsistent with or in-conflict with the Articles of Incorporation, these Bylaws or with provisions of law


Article VIII. EXECUTION OF INSTRUMENTS, DEPOSITS & FUNDS

Section 8.01 EXECUTION OF INSTRUMENTS 

 

The Board of Directors may by resolution authorize any officer or agent of PEA to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.  Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 8.02 CHECKS AND NOTES

Except as otherwise determined by the Board of Directors or required by law, checks, drafts, promissory notes, orders for payment of money, and other evidence of indebtedness of PEA shall be signed by such Officer or Officers, agent or agents of PEA and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 8.03 DEPOSITS

All funds of PEA not otherwise employed shall be deposited from time to time to the credit of PEA in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 8.04 GIFTS

The Board of Directors may accept on behalf of PEA any contribution, gift, bequest or devise for the nonprofit purposes of PEA.

Article IX. FISCAL YEAR

Section 9.01 FISCAL YEAR  

The fiscal year of PEA shall be the 1st day of June of each year and end at midnight on the 31st day of May of the next calendar year.

Article X. CORPORATE RECORDS, REPORTS AND SEAL

Section 10.01 MAINTENANCE OF PEA RECORDS

PEA Shall Keep:

                        (a)        Minutes of all meetings of Representatives, Committees of the Board and of all General Membership Meetings, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

                        (b)        Books and records of account, including accounts of its properties and business transactions and the accounts of its assets, liabilities, receipts, disbursements, gains, and losses;

                        (c)        A record of its members indicating their names and addresses and, the class of membership held by each member and the termination date of said membership;

                        (d)       A copy of the PEA Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of PEA at all reasonable times.

                        (e)        Inspection shall be available at PEA principal place of business or a mutually agreed upon location.

 

Section 10.02 CORPORATE SEAL

The Board of Directors may adopt, use and at will alter, a PEA Seal.  Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 10.03 DIRECTORS‘ INSPECTION RIGHTS

Every member of the Board of Directors shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of PEA.  The use of these records must only be in conjunction with PEA Business.

Under penalty of law no Member Of The Board Of Directors, Officer, Employee or agent of PEA during their tenure or at anytime shall use, distribute or willfully give an unfair business advantage to himself or herself, some other person or entity by knowledge of this information or for any other purpose not approved by the Board Of Directors.  This includes but is not limited to use of the Representatives, Officers, Employees or Members, physical or electronic mailing addresses, phone or facsimile numbers. Any Board Member, Representative, Officer, Employee, Member or Agent found guilty of this offense will be subject to legal action and immediate expulsion from their office and duties.

Section 10.04 MEMBERS‘ INSPECTION RIGHTS

Each and every member in good standing shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:

(a)   To inspect at any reasonable time the financial reports, or minutes of proceedings of the General Membership or the Board of Directors or Committees of the Board, upon written demand on the Secretary by the member, for a purpose reasonably related to such person‘s interest as a member.

If the Secretary, or the Board of Directors denies a request for inspection, a written reply must be sent per meeting notifications in these Bylaws to the member with a copy sent to the President.

Section 10.05 RIGHT TO PUBLIC INSPECTION

Any inspection under the provisions of this Article may be made in person or by agent or attorney. Requests must be made in writing to the Secretary and must be in conjunction with Article 10.04 and the laws of the State Of Texas.

Section 10.06 PERIODIC REPORT(S)

The Board of Directors shall cause any annual or periodic report required under the law to be prepared and delivered to an office of this State or to the Members, if any, of PEA, to be so prepared and delivered within the time limits set by law.

Article XI. IRS 501 (c)3 TAX EXEMPTION PROVISIONS

 

Section 11.01 LIMITATIONS ON ACTIVITIES

No substantial part of the activities of PEA shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501 (h) of the Internal Revenue Code], and PEA shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these Bylaws, PEA shall not carry on activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501 (c)3 of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under section 170 (c)2 of the Internal Revenue Code.

Section 11.02 PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of PEA shall inure to the benefit of, or be distributable to, its members, Representatives, Officers, trustees, or other private persons, except that PEA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose of PEA.

Section 11.03 DISTRIBUTION OF ASSETS

Upon the dissolution of PEA, its assets remaining after payment, or provision for payment, of all debts and liabilities of PEA shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)3 of the Internal Revenue Code or shall be distributed to the federal government, or a state or local government, for a public purpose.  Such distributions shall be made in accordance with all applicable provisions of the laws of the State of Texas.

 

Article XII. AMENDMENT OF THESE BYLAWS

Section 12.01 AMENDMENT

Subject to the power of the members PEA shall adopt, amend or repeal the Bylaws of PEA and except as may otherwise be specified under provisions of law, these Bylaws or any one of them, may be altered, amended or repealed and new Bylaws adopted by either:

                        (a)        Majority approval by eligible voting members at a duly called, regular or special, General Membership meeting.

                        (b)        Two-thirds approval by the entire Board of Directors at a duly called, regular or special, Board of Directors Meeting except that the Board of Directors can not make that effect to this Article, the number of  Officers or Representatives, Directors Rights, Officers Rights or Members Rights to Inspection of The Corporate Records.

 

Any changes to the Bylaws by Board of Directors Action as described in these Bylaws must be presented to the General Membership at the next regularly scheduled General Membership Meeting.  The notice of said meeting shall include information on the change to the Bylaws.  The General Membership upon review at the General Membership Meeting can make a motion to have this change added to the Ballot for a vote at the following General Membership Meeting.

A majority denial of the General Membership at a duly called meeting will overturn the decision by the Board of Directors with regards to changes of the Bylaws as expressed by this Article.

Article XIII. CONSTRUCTION AND TERMS

Section 13.01 CONFLICT

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of PEA the provisions of the Articles of Incorporation shall govern.

Section 13.02 UNENFORCEABLE

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

Section 13.03 REFERENCES

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document(s) of PEA filed with the State of Texas and used to establish the legal existence of PEA.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code as amended from time to time, or to corresponding provisions of future tax code.