||Metroplex Atheists Bylaws
These bylaws constitute the code of rules adopted by the Metroplex Atheists for the regulation and management of its affairs.
ARTICLE II - Purpose
The purpose of the organization shall be:
- To educate its members and the general public about:
- The nature and vital importance of separation of governments and religions, as required by the first amendment of the United States Constitution; and,
- The intellectual validity and the individual and social values of atheism, and the rejection of all forms of supernaturalism.
- To provide social meetings where members can come together with others of similar views and beliefs.
- To protect the constitutional and civil rights of atheists as members of a free and open society.
ARTICLE III - Board of Directors
- The Board of Directors of this Corporation is vested with the management of the business and affairs of this Corporation, subject to the Texas Business Organizations Code, the Certificate of Formation, and these bylaws.
- A potential Director must be a qualified voting member for the year in which term is served.
- A potential Director must have attended three(3) or more business meetings within the past 12 months.
- Number of Directors
- The Board of Directors will consist of an odd number of qualified voting members. Until these bylaws are amended or replaced, the President, Vice President, Treasurer, and Secretary of the Corporation and two other qualified voting members shall constitute the Board of Directors. Upon majority resolution of the Board of Directors, the number of Directors may be increased or decreased from time to time, but in no event shall a decrease have the effect of shortening the term of an incumbent Director, or decreasing the total number of Directors to less than three(3) Directors, or increasing the total number of Directors to more than nine(9). If, for any reason, the board of directors consists of an even number of qualified voting members the President will have two(2) votes until the board selects another qualified voting member to become a Director and serve until elections are held in October of the next odd numbered year.
- Any additional qualified voting members may also be nominated to the Board of Directors upon majority vote at the October business meeting on odd numbered years.
- Term of Directors
- The length of the term a Director serves shall be 2years. Directors may serve consecutive terms. There is no limit on the amount of terms a Director may serve.
- Election of Directors
- Elections for Directors shall take place at the October business meeting on odd numbered years. All qualified voting members who are present at the October business meeting of odd numbered years shall cast a vote. Nominations shall occur immediately preceding the casting of the ballot. Nominees’ presence is not required for nomination and election.
- Any Director may resign at any time by delivering written notice to the Secretary or President of the Board of Directors. Such resignation shall take effect upon receipt or, if late, at the time specified in the notice.
- Any Director may be removed without cause, at any time, by majority of the entire Board of Directors, at a Regular or Special Meeting called for that purpose. Any Director under consideration of removal must first be notified about the consideration by written notice at least 5 days prior to the meeting at which the vote takes place.
- Vacancies shall be filled by majority vote of the remaining members of the Board of Directors, and the Director filling the vacancy shall serve for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as practical. Any Director may make nominations to fill vacant directorships.
- There shall be no compensation for serving on the Board. The Corporation shall not loan money or property to, or guarantee the obligation of, any Director.
ARTICLE IV - Committees
- Executive Committee
- The President, Vice President, Treasurer, and Secretary of the Corporation shall constitute the executive committee. The executive committee shall have the authority to act on behalf of the Corporation in between Regular Business Meetings. The board must validate the actions of the executive committee at its next Business Meeting or special meeting. Any such action not so validated will not be legally binding on the Corporation. The President shall act as chairperson of the executive committee. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and all decisions shall be by majority vote of those present.
- Additional Committees
- The Board of Directors may from time to time designate and appoint standing or temporary committees by majority vote of the Board of Directors. Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors. The Directors may authorize these committees to exercise any powers, responsibilities, and duties consistent with the Certificate of Formation and these bylaws.
ARTICLE V - Code of Ethics
The corporation and its Directors and Employees will comply with the Corporation’s Code of Ethics, attached as Exhibit A.
ARTICLE VI - Board Meetings
- Place and Date of Board Meetings
- Regular board meetings shall be held the same Sunday as the January Business Meeting, immediately following the Meeting and in the Business Meetings location, unless otherwise agreed. Regular board meetings shall be held once a year or as deemed necessary by the Board of Directors.
- Special Meetings
- Special meetings may be called by the President or any two (2) Directors.
- Notice of Board Meetings
- Notice of the date, time and place of Board Meetings shall be given to each board member no less than seven (7) days prior to the meeting via email, fax, United States Postal Service, and/or telephone.
- Waiver of Notice
- Attendance by a Director at any meeting of the Board of Directors for which the Director did not receive the required notice will constitute a waiver of notice of such meeting unless the Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.
- A majority of the incumbent Directors (not counting vacancies) shall constitute a quorum for the purpose of convening a meeting or conducting business unless the Certificate of formation and/or bylaws states otherwise.
- Open Meetings
- Meeting shall be open to the general public, except when personnel, real estate, or litigation matters are being discussed.
- Proxy Voting
- Proxy voting is allowed with written consent of the board member.
ARTICLE VII - Officers
- Roster of Officers
- The Corporation shall have a President, Vice President, Secretary, and Treasurer. The Corporation may have, at the discretion of the Board of Directors, such other officers as may be appointed by the Directors. One person may hold two or more offices, except those serving as President or Secretary.
- Election and Removal of Officers
- All officers shall serve 2-year terms and shall serve from January 1st of the year following the election to December 31st of the following odd numbered year. Officers may serve consecutive terms without limit. Officers shall remain in office until their successors have been selected. The election of officers shall be by majority vote of the members attending the meeting.
- If a vacancy occurs during the term of office for any elected officer, the Board of Directors shall elect a new officer to fill the remainder of the term by majority vote.
- The President will supervise and control the affairs of the Corporation and shall exercise such supervisory powers as may be given her by the Board of Directors.
- The President will perform all duties incident to such office and such other duties as may be provided in these bylaws or as may be prescribed from time to time by the Board of Directors. The President shall preside at all board meetings and regular monthly business meetings and shall exercise control.
- The President shall serve as an ex-officio member of all standing committees, unless otherwise provided by the Board of Directors or these bylaws.
- The President shall, with the advice of the Board of Directors and in accordance with the requirements of these bylaws, set the agenda for each meeting of the Board of Directors and at regular monthly business meetings.
- Vice President
- The Vice President shall act in place of the President in the event of the President's absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the board.
- The Vice President shall serve as the parliamentarian and interpret any ambiguities of the bylaws
- The Secretary will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Certificate of Formation, or by these bylaws.
- The Secretary shall attest to and keep the bylaws and other legal records of the Corporation, or copies thereof.
- The Secretary shall take or ensure that someone takes minutes of all meetings of the committees and Board of Directors, and shall keep copies of all minutes as well as records of attendance at all regular monthly business meetings.
- The Secretary shall keep a record of the names and addresses of the Directors.
- The Secretary shall, with the approval of the Board of Directors, set up procedures for any elections held by the Corporation. The Secretary shall keep a record of all votes cast in such elections.
- The Secretary shall ensure that all records of the corporation, minutes of all official meetings, and records of all votes, are made available for inspection by any member of the Board of Directors.
- The Secretary shall see that all notices are duly given in accordance with these bylaws or as required by law.
- The Secretary shall see that all books, reports, statements, certificates, and other documents and records of the Corporation are properly kept and filed.
- In the case of the absence or disability of the Secretary, or the Secretary's refusal or neglect to fulfill the duties of Secretary, the Vice President shall perform the functions of the Secretary.
- The Treasurer will have charge and custody of all funds of the Corporation, will oversee and supervise the financial business of the Corporation, will render reports and accountings to the Directors as required by the Board of Directors, 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 Certificate of Formation, or by these bylaws, or which may be assigned from time to time by the Board of Directors.
- The Treasurer of the Corporation shall devise a plan providing for the acceptance and disbursement of all funds of the Corporation which shall be approved by the Board of Directors.
- The Treasurer, with the approval of the Board of Directors, shall set up all checking, savings, and investment accounts of the Corporation and deposit all such funds in the name of the Corporation in such accounts.
- The Treasurer's signature shall be the authorized signature for all checking, savings, and investment accounts of the Corporation unless the Treasurer, with the approval of the Board of Directors, designates another member of the Board of Directors or qualified voting member of the Corporation as the authorized signatory for a particular type of disbursement.
- The Treasurer shall prepare a monthly report for the Board of Directors, providing an accounting of all transactions and of the financial conditions of the Corporation.
- The Treasurer shall keep all financing records, books, and annual reports of the financial activities of the Corporation and make them available at the request of any Director or qualified voting member during regular business hours for inspection and copying.
ARTICLE VIII - Members
- Voting membership in Metroplex Atheists requires the following:
- Agreement with the purpose of the organization, as described in Article II of these bylaws,
- Become a dues paying member,
- Attendance of at least three monthly meetings within the last twelve (12) months. New members may vote at the third meeting attended within the first year.
- Rights of Members
- Each qualified voting member of the Corporation shall be entitled to one vote on each matter submitted to a vote at a Regular or Special meeting. No member shall be entitled to any dividend or any part of the income of the Corporation or to share in the distribution of the corporate assets upon dissolution.
- The following matters will always be submitted to the membership for a vote:
- Dissolution of the corporation,
- Merger or consolidation with another corporation,
- Sale of substantially all the corporation’s assets,
- And most amendments to the certificate of formation and bylaws.
- Changes to the bylaws may be submitted to the dues paying members for review, either in person or by email.
- Removal of a Member
- Directors shall require a majority vote by the Board of Directors for removal of a member from the corporation.
- How the Membership can Legally Act
- The membership may act only at a properly called meeting of the membership. At such a meeting, a vote of a majority of the members in attendance shall be an act of the membership, except that a two-thirds majority of the qualified voting members in attendance shall be required for the following: dissolution of the corporation, merger or consolidation with another corporation, sale of substantially all the corporation’s assets, and most amendments to the corporation’s certificate of formation and bylaws.
- Regular Membership Meetings and Notice
- The Membership shall meet at least once a month (unless otherwise agreed), at a time designated by the Board of Directors, for the purpose of transacting any business that the Board of Directors may submit to the members. Regular Membership Meetings shall take place once a month unless otherwise agreed at a location to be announced before the meeting by means as the Board of Directors shall deem effective.
- Special Membership Meetings
- Special Membership Meetings may be called at any time by the President or by a majority of the Board of Directors.
- Notice of Special Meetings
- Special membership meetings may be called at any time by the President, and/or by a majority of the Board of Directors by posting the notice prior to the meeting on the website most currently ran by the corporation at the time of the special meeting.
- Enrollment of Members
- The Board of Directors shall adopt a membership application form. The application form shall require the name, address, and telephone number of each applicant. The applicant becomes a member when upon receipt of the application form by a member of the membership committee and all applicable dues are paid. The secretary and/or his/her delegate shall keep an up-to-date membership list.
ARTICLE IX - Indemnification
- The Corporation will provide indemnification insurance, obtained at the discretion of the Board, for its Board members, and the Board shall select the amount and limits of such insurance policy.
- To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was a Director or Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein.
- Limits on Indemnification
- Notwithstanding the above, the corporation will indemnify a person only if he acted in good faith and reasonably believed that his conduct was in the corporation’s best interests. In the case of a criminal proceeding, the person may be indemnified only if he had no reasonable cause to believe his conduct was unlawful.
ARTICLE X - Operations
- Execution of Documents
- Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Corporation shall be signed and executed by the President and one other person designated by the Board of Directors, pursuant to the general authorization of the Board. All conveyances of land by deed shall be signed by the President or two other members of the Executive Committee and must be approved by a resolution of the Board of Directors.
- Disbursement of Funds
- Financial Transactions, which have a value of five hundred dollars ($500), or more shall require majority approval of the Board of Directors or by a majority vote of the qualified voting members at a regular monthly business meeting if a majority of the Board of Directors is not immediately available to vote on the transaction. In all other transactions, the treasurer may dispense with the funds of the Corporation in accordance with the monthly budget approved by the Board of Directors and the purposes of the Corporation as set out in the Certificate of Formation and these bylaws. Notwithstanding the above, all checks of more than five hundred dollars ($500) disbursing funds from any of the Corporation’s accounts shall require the signatures of at least two designated bank signatories.
- The Corporation will keep correct and complete records of account and will also keep minutes of the proceedings of the regular meetings and Board meetings. The Corporation will keep with the Secretary the original or a copy of its bylaws, including amendments to date certified by the Secretary of the Corporation.
- Inspection of Books and Records
- All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time on written demand.
- Loans to Management
- The Corporation will make no loans to any of its Directors or Officers.
- These bylaws may be amended by a majority vote at a regular or any emergency meeting. All proposed bylaw amendments must be submitted to the executive board at least one (1) month before the meeting at which they will be considered. A copy of the suggested amendments will be given to each qualified voting member, either in person or by email, prior to or at the time of the meeting.
- Fiscal Year
- The fiscal year for the Corporation will be the calendar year. January 1st to December 31st.
- The Corporation shall have a continuous audit to be completed by at least one other board member who shall have access and receive notifications on all corporate accounts.
||Exhibit A - Code of Ethics
- Conflict of Interest
- A “conflict of interest,” for purposes of Form 990, arises when a person in a position of authority over an organization, such as an officer, director, or key member, may benefit financially from a decision he or she could make in such capacity, including indirect benefits such as to family members or businesses with which the person is closely associated.
- If the Board has reasonable cause to believe that an insider of the Organization has failed to disclose actual or possible conflicts of interest, including those arising from a transaction with a related interested person, it shall inform such insider of the basis for this belief and afford the insider an opportunity to explain the alleged failure to disclose. If, after hearing the insider’s response and making further investigation as warranted by the circumstances, the Board of Directors determines that the insider has failed to disclose an actual or possible conflict of interest, the Board of Directors shall take appropriate disciplinary and corrective action.
- Treat people with dignity, respect and compassion to foster a trusting environment free of harassment, intimidation, and unlawful discrimination.
- Ensure that everyone has the opportunity to develop their skills and new competencies.
- Assure an environment of inclusiveness and a commitment to diversity in the organization we serve.
- Develop, administer and advocate policies and procedures that foster fair, consistent and equitable treatment for all.
- Regardless of personal interests, support decisions made by our organization that are both ethical and legal.
- Act in a responsible manner and practice sound management in the areas in which the organizations we serve operate.
- Respecting the privacy of our clients, donors, members, volunteers and of the Metroplex Atheists itself is a basic value of Metroplex Atheists. Personal and financial information is confidential and should not be disclosed or discussed with anyone without permission or authorization from the Board of Directors. Care shall also be taken to ensure that unauthorized individuals do not overhear any discussion of confidential information and that documents containing confidential information are not left in the open or inadvertently shared.
- It is contrary to the values of Metroplex Atheists for anyone to retaliate against any board member, officer, qualified voting member, or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of Metroplex Atheists. Any member who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including a lifetime ban from membership in the organization.