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By Laws
 
EAST MATAGORDA BAY FOUNDATION, INC.
BY-LAWS
ARTICLE I- NAME AND PURPOSE
Section 1- Name; The name of the organization shall be The East Matagorda Bay Foundation, Inc. It shall be a non-profit, non-partisan and non-sectarian organization incorporated under the laws of the State of Texas.
Section 2- Purpose; The purposes of this organization are:
1.    To promote increased understanding and appreciation of the East Matagorda   Bay Estuarine System and its tributaries,
2.    To promote conservation of the natural resources of the East Matagorda Bay Estuarine System and its tributaries,
3.    To contribute to the usefulness of the East Matagorda Bay Estuarine System and its tributaries for recreational and commercial purposes,
4.    To sponsor such activities and events as may contribute to the general welfare of the East Matagorda Bay Estuarine System and its tributaries, including but not limited to, litigation as necessary to protect and enhance the East Matagorda Bay Estuarine System and its tributaries,
5.    This organization is organized exclusively for charitable, educational, civic, social and scientific purposes, pursuant to the provisions of section 501(c) (3) of the Internal Revenue Code.
ARTICLE II- MEMBERSHIP
Section 1- Eligibility for membership: Membership in this organization is open to anyone who supports the mission of the organization. Membership shall be granted after the completion and receipt of a membership application and annual dues.
Section 2- Annual dues; The amount for annual dues shall be $15.00 per person up to December 31, 2007. Payment of this amount shall make the member a Charter Member with membership extending through Dec. 31, 2008. As of January 1, 2008, annual dues for renewals and new memberships shall be $10.00 per person, with renewals due each January.
Section 3- Rights of membership; Each member shall be entitled to one vote in all elections during any membership meeting.
Section 4- Resignation and termination; Any member may resign by filing a written resignation with the secretary.  A member can have their membership terminated by a majority vote of the Board of Directors.
ARTICLE III- MEETINGS OF MEMBERS 
Section 1- Regular meetings; Regular meetings of the members shall be held at a time and place designated by the Board. 
Section 2- Annual meetings; An annual meeting of the members shall take place in the month of November,1 the date and place to be designated by the Board. At the annual meeting, members shall elect directors and receive reports on the activities of the organization. Directors shall be elected by a simple majority of members present. Directors elected shall assume office the January following their election.
Section 3- Special meetings; Special meetings may be called by the Board. A petition signed by five percent of the membership may also call a special meeting.
Section 4- Notice of meetings; No notice shall be required for regular meetings unless the ordinary meeting time has been changed. Notice of changed regular meetings, special meetings and annual meetings shall be given by announcement at regular meetings prior to the changed meeting, email, U.S. mail or fax to all members.
Section 5- Quorum; The members present at any properly announced meeting shall constitute a quorum.
Section 6- Voting; All issues to be voted on at regular meetings shall be decided by a simple majority of those present at the meeting in which the vote takes place. Voting to elect the directors at the annual meeting may be in person at the meeting, or by e-mail, fax, U.S. mail, or proxy hand delivered to the secretary prior to the election. 
 
ARTICLE IV- BOARD OF DIRECTORS
Section 1- Board role, size and compensation; The board shall consist of five directors. The board is responsible for overall policy and direction of the organization and delegates responsibility for day to day operations to committees. The board receives no compensation other than reasonable expenses.
Section 2- Terms; All directors shall serve two-year terms, with two directors’ terms expiring one year and three terms expiring the next commencing with the annual meeting in 2009. Directors are eligible for re-election for up to five consecutive terms.
Section 3- Meetings and notice; The board shall meet at an agreed upon time and place, with notice given by phone or e-mail. Presence at the meeting shall constitute receipt of notice.
Section 4- Board elections; At the January meeting following the annual election of directors, they shall elect, from amount their numbers, by simple majority, a president, vice president, secretary, treasurer and director at large. 
Section 5- Quorum; Three board members shall constitute a quorum for business transactions to take place and motions to pass. Motions shall be passed by a simple majority vote of the entire board. 
Section 6- Officers and duties; There shall be four officers of the board, consisting of a president, vice president, secretary and treasurer. The fifth director shall be a director at large. Their duties are as follows:
The president shall convene board meetings, shall preside or arrange for other directors to preside at board meetings and membership meetings in the following order: vice president, secretary, treasurer, director at large.
The vice president shall serve in the president’s absence and shall chair committees as directed by the board.
The secretary shall be responsible for keeping records of board actions, including the taking of minutes at all board and membership meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall receive and deposit all funds payable to the organization, assist in the preparation of the budget, give a report at all board and membership meetings, and shall make disbursements of organizational funds as directed by the board.
Section 7- Vacancies; When a vacancy on the board exists mid-term, the board shall name a member to fill the vacant seat only until the end of the particular member’s term.
Section 8- Resignation and termination; Resignation from the board must be in writing and received by the secretary. A board member may be removed by a majority vote of the remaining directors.
Section 9- Special meetings; Special meetings of the board may be called upon request of the president or two members of the board. Notice of special meetings shall be given by the secretary by phone or e-mail to all board members. Presence at the special meeting shall constitute receipt of notice.
ARTICLE V- COMMITTEES
Section 1- Committee formation; The board may create committees as needed with committee chairmen and members named from among members of the organization.
Section 2- Finance Committee; The treasurer is the chair of the Finance Committee, which shall include two other board members and two members chosen from the organization’s membership. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans and the annual budget.  The board must approve the budget. Any major changes in the budget must be approved by the board. The fiscal year shall be the calendar year. Annual reports showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the members, board members and the public.
ARTICLE VI- EXECUTIVE DIRECTOR
Section 1- Executive Director; An executive director may be hired by the board. The executive director has day-to-day responsibilities for the organization, including carrying out the organizations goals and policies. The executive director will attend all board meetings, report on the progress of the organization, answer questions of the board members, and carry out the duties described in the job description. The board can designate other duties as necessary. 
ARTICLE VII- AMENDMENTS
Section 1- Amendments; These by-laws may be amended when necessary by a two-thirds majority of members attending a membership meeting called for that purpose. Notice of such meeting and changes proposed shall be given at least 30 days prior to the meeting.
ARTICLE VIII- DISSOLUTION
Section 1- Dissolution; In the event of the dissolution of this organization, the assets of the organization 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 to a non-profit organization in the Sargent area, law permitting.2
ARTICLE IX- PARLIAMENTARY AUTHORITY
Robert’s Rules of Order, Revised, shall govern this organization in all cases not covered by the by-laws when not inconsistent with them.
By-Laws approved and adopted as amended at East Matagorda Bay Foundation, Inc. general meeting 01/26/08.
1 changed from “July”
2 changed from “local or state government for a public purpose“