By-laws
Current By-laws
CANOE TRAIL GOLIAD
BYLAWS
(Revised August 12, 2015)
A Texas Nonprofit Corporation
File Number 800885532
ARTICLE I: NAME, PURPOSE
Section 1: The name of the Organization shall be Canoe Trail Goliad.
Section 2: Canoe Trail Goliad is organized exclusively for the purpose of preservation and cultivation, advancement and enjoyment of the San Antonio River within Goliad County, Texas; to obtain sufficient project funding; and to celebrate the River’s contribution to the lives, history, and culture of the people within the meaning and purposes of Internal Revenue Code Section 501(c)(3).
Section 3: Ownership of Property
Section 1: Members shall be such persons as identify themselves as members and devote themselves through the Corporation’s auspices to its purposes, and enter their name and address upon the membership rolls, and pay annual dues as set by the Board of Directors (Board).
Any Member may resign by filing a written resignation with the Secretary.
ARTICLE III: MEETINGS
Section 1: Annual Meeting. The Annual Meeting shall be set by the Board of Directors who shall also set the time and place, but in no event shall Annual Meeting be after August 31st of each year.
Section 2In addition to the Annual Meeting, regular Membership Meetings will be held at least three (3) times per year at a time and place chosen by the Board.
Section 3: The Chair or one third of the Directors may call special Board Meetings.
Section 4: Notice of each meeting under this section shall be given to each Member by mail, phone, or e-mail not less than ten days before the meeting.
ARTICLE IV: BOARD OF DIRECTORS
Section 1: Board Role, Size, and Compensation. The Board is responsible for overall policy and to generally perform all acts necessary for a full exercise of the powers vested in it. The Board may authorize the Chair to enter into contracts, leases agreements and to accept grants and loans. No Board action will be taken without 50% of the Directors voting. Voting may be conducted in person, by telephone, and/or by email.
Section 2: Board Size. The Board shall have up to fifteen and not fewer than seven Directors. In addition the Board may invite non-voting ex officio Directors including representatives of The San Antonio River Authority, Texas Parks and Wildlife, elected government officers, and donors. Directors shall receive no compensation other than reasonable reimbursement for expenses and only then with prior approval of the Board.
Section 3: Board Elections. Election of Directors shall occur as the first item of business of the Annual Meeting. Directors will be elected by a majority vote of Members in attendance.
Section 4: Terms. All Directors are eligible for re-election once. After a one year lapse, Directors may again be elected to the Board. Their terms shall be staggered; and, at the selection of the original board, the Directors will draw for one year and two year terms. From that time, all Director terms will commence upon election and will continue until the Annual Meeting two years hence.
Section 5: Officers and Duties. There shall be four officers of the Board, consisting of a Chair, Vice Chair, Secretary and Treasurer. The Chair and Vice Chair must also be Directors. The Secretary and Treasurer may be Directors but do not have to be. Their duties are as follows:
Section 7: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Director may be dropped for excess absences from the board if he/she has three unexcused absences from Board meetings in a year. A Director may be removed for other reasons by three-fourths vote of the Members in attendance at any Membership Meeting or Annual Meeting.
Section 8: No Director, employee or representative of Canoe Trail Goliad shall take any action or carry on any activity which is not permitted to be taken or carried on by an organization exempt from federal income taxation under sections 501(a) and 501(c)(3) of the Code and, its regulations.
Section 9: Canoe Trail Goliad shall indemnify any person who was, is, or is threatened to be made a defendant or respondent in a proceeding because the person is or was a Director or Officer or committee member of Canoe Trail Goliad.
ARTICLE V: COMMITTEES
Section 1: The Board may create committees as needed, such as fundraising, publicity, programs, etc. The Board Chair appoints all committee chairs; non-Directors may serve on and chair committees.
Section 2: Finance Committee. The Board shall appoint a Finance Committee at each Annual Meeting. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget. The Board must approve any major change in the budget. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization shall be made available to the Board.
ARTICLE VI: AMENDMENTS
Section 1: Amendment. These Bylaws may be amended by a two-thirds majority of the Members voting.
Section 2: Notice. Proposed amendments shall be submitted to the Secretary and notice sent out ten days before voting closes.
Section 3: Voting by Members shall be by mail, phone, or email and the votes shall be tabulated by the Secretary when the voting closes.
These Bylaws were approved at a meeting of the Members of Canoe Trail Goliad on August 12, 2015.
Attest:
___________________________________________________
Chair
___________________________________________________
Secretary
BYLAWS
(Revised August 12, 2015)
A Texas Nonprofit Corporation
File Number 800885532
ARTICLE I: NAME, PURPOSE
Section 1: The name of the Organization shall be Canoe Trail Goliad.
Section 2: Canoe Trail Goliad is organized exclusively for the purpose of preservation and cultivation, advancement and enjoyment of the San Antonio River within Goliad County, Texas; to obtain sufficient project funding; and to celebrate the River’s contribution to the lives, history, and culture of the people within the meaning and purposes of Internal Revenue Code Section 501(c)(3).
Section 3: Ownership of Property
- Canoe Trail Goliad may purchase, receive, lease, or otherwise acquire, own, hold, improve, use, or otherwise deal in and with, real or personal property, or any interest therein, wherever situated, as the purposes of Canoe Trail Goliad shall require, or as shall be donated to it.
- Canoe Trail Goliad may sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets.
Section 1: Members shall be such persons as identify themselves as members and devote themselves through the Corporation’s auspices to its purposes, and enter their name and address upon the membership rolls, and pay annual dues as set by the Board of Directors (Board).
Any Member may resign by filing a written resignation with the Secretary.
ARTICLE III: MEETINGS
Section 1: Annual Meeting. The Annual Meeting shall be set by the Board of Directors who shall also set the time and place, but in no event shall Annual Meeting be after August 31st of each year.
Section 2In addition to the Annual Meeting, regular Membership Meetings will be held at least three (3) times per year at a time and place chosen by the Board.
Section 3: The Chair or one third of the Directors may call special Board Meetings.
Section 4: Notice of each meeting under this section shall be given to each Member by mail, phone, or e-mail not less than ten days before the meeting.
ARTICLE IV: BOARD OF DIRECTORS
Section 1: Board Role, Size, and Compensation. The Board is responsible for overall policy and to generally perform all acts necessary for a full exercise of the powers vested in it. The Board may authorize the Chair to enter into contracts, leases agreements and to accept grants and loans. No Board action will be taken without 50% of the Directors voting. Voting may be conducted in person, by telephone, and/or by email.
Section 2: Board Size. The Board shall have up to fifteen and not fewer than seven Directors. In addition the Board may invite non-voting ex officio Directors including representatives of The San Antonio River Authority, Texas Parks and Wildlife, elected government officers, and donors. Directors shall receive no compensation other than reasonable reimbursement for expenses and only then with prior approval of the Board.
Section 3: Board Elections. Election of Directors shall occur as the first item of business of the Annual Meeting. Directors will be elected by a majority vote of Members in attendance.
Section 4: Terms. All Directors are eligible for re-election once. After a one year lapse, Directors may again be elected to the Board. Their terms shall be staggered; and, at the selection of the original board, the Directors will draw for one year and two year terms. From that time, all Director terms will commence upon election and will continue until the Annual Meeting two years hence.
Section 5: Officers and Duties. There shall be four officers of the Board, consisting of a Chair, Vice Chair, Secretary and Treasurer. The Chair and Vice Chair must also be Directors. The Secretary and Treasurer may be Directors but do not have to be. Their duties are as follows:
- The Chair shall be the Executive Officer of Canoe Trail Goliad, with the responsibility to convene regularly Board meetings, to preside or arrange for the Vice Chair, or if not available, another Director to preside at each meeting. The Chair will have executive authority to administer the organization, including the entering into contracts, and accepting and administering grants, and expending such funds as the Board may order. All such instruments will be signed by the Chair of the Board and co-signed by the Treasurer.
- The Vice Chair will chair meetings in the absence of the Chair.
- The Secretary shall be responsible for keeping records of Board actions, including membership rolls, overseeing the taking of the minutes at all regular meetings, sending out meeting announcements to each Board member, and assuring that corporate records are maintained. The Board shall appoint a Secretary at each Annual Meeting.
- The Treasurer is the chief financial officer of the Board and will assist in the preparation of the budget, make financial information available to Directors including a report at each Board Meeting. The Board shall appoint a Treasurer at each Annual Meeting.
Section 7: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Director may be dropped for excess absences from the board if he/she has three unexcused absences from Board meetings in a year. A Director may be removed for other reasons by three-fourths vote of the Members in attendance at any Membership Meeting or Annual Meeting.
Section 8: No Director, employee or representative of Canoe Trail Goliad shall take any action or carry on any activity which is not permitted to be taken or carried on by an organization exempt from federal income taxation under sections 501(a) and 501(c)(3) of the Code and, its regulations.
Section 9: Canoe Trail Goliad shall indemnify any person who was, is, or is threatened to be made a defendant or respondent in a proceeding because the person is or was a Director or Officer or committee member of Canoe Trail Goliad.
ARTICLE V: COMMITTEES
Section 1: The Board may create committees as needed, such as fundraising, publicity, programs, etc. The Board Chair appoints all committee chairs; non-Directors may serve on and chair committees.
Section 2: Finance Committee. The Board shall appoint a Finance Committee at each Annual Meeting. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget. The Board must approve any major change in the budget. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization shall be made available to the Board.
ARTICLE VI: AMENDMENTS
Section 1: Amendment. These Bylaws may be amended by a two-thirds majority of the Members voting.
Section 2: Notice. Proposed amendments shall be submitted to the Secretary and notice sent out ten days before voting closes.
Section 3: Voting by Members shall be by mail, phone, or email and the votes shall be tabulated by the Secretary when the voting closes.
These Bylaws were approved at a meeting of the Members of Canoe Trail Goliad on August 12, 2015.
Attest:
___________________________________________________
Chair
___________________________________________________
Secretary
