BYLAWS OF
ASSOCIATION FOR HISPANIC
CLASSICAL THEATER, INC.
A NON-PROFIT CORPORATION
ARTICLE I
OFFICES
Principal Office
1.01 The principal office of the
corporation shall be located in the State of
Registered Office and
Registered Agent
1.02 The corporation shall have and
continuously maintain in the State of
ARTICLE II
MEMBERS
Classes of Members
2.01 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.
Membership
2.02 Membership shall be open to all
academic faculty, undergraduate and graduate students, and all those parties
with professional or personal interests in the Association’s goals. A “member” herein signifies
one in good standing, i.e., whose initiation fees, if any, and current dues are
paid in full.
Voting Rights
2.03 Each member shall be entitled to
one vote on each matter submitted to a vote of the members.
Termination of Membership
2.04 The Board of Directors, by
affirmative vote of two-thirds of all the members of the Board, may suspend or
expel a member for cause after an appropriate hearing and may, by a majority
vote of those present at any regularly constituted meeting, terminate the
membership of any member who becomes ineligible for membership, or suspend or
expel any member who shall be in default in the payment of dues for the period
fixed in Article XI of these bylaws.
Resignation
2.05 Any members may resign by filing a
written resignation with the Secretary, but such resignation shall not relieve
the member so resigning of the obligation to pay any dues, assessments, or
other charges theretofore accrued and unpaid.
Reinstatement
2.06 Upon written request signed by a
former member and filed with the Secretary, the Board of Directors may, by the
affirmative vote of two-thirds of the members of the board, reinstate such
former member to membership on such terms as the Board of Directors may deem
appropriate.
Transfer of Membership
2.07 Membership in this Corporation is
not transferrable or assignable.
ARTICLE III
MEETINGS OF MEMBERS
Annual Meeting
3.01 An annual meeting of the members
shall be held on or about the 10th day of March in each year, in
Special Meeting
3.02 Special meetings of the members
may be called by the President of the Board of Directors, or not less than
one-tenth of the members having voting rights.
Place of Meeting
3.03 The Board of Directors may
designate any place, either within or without the State of
Notice of Meetings
3.04 Written or printed notice stating
the place, day, and hour of any meeting of members shall be delivered, either
personally or by surface or electronic mail , to each member entitled to vote at such meeting, not less that
ten (10) nor more than ninety (90) days
before the date of such meeting, by or at the direction of the President, or
the Secretary, or the officers or persons calling the meeting. In case of a
special meeting or when required by
statute or these bylaws, the purpose or purposes for which the meeting is
called shall be stated in the notice.
If sent by surface mail, the notice of a
meeting shall be deemed to be delivered when deposited in the United States
mail addressed to the member at his or her
address as it appears on the records of the corporation, with postage
thereon prepaid; if electronically
mailed, the notice of a meeting shall be deemed to be delivered when
electronically sent to the electronic mail address as it appears on the records
of the corporation.
Informal Action by Members
3.05 Any action required by law to be
taken at a meeting of the members or any action which may be taken at a meeting
of the members may be taken without a meeting, if a consent in writing, setting
forth the action so taken, shall be signed by a majority of the members entitled to vote with respect to the subject matter
thereof unless the act of a greater number is required by law or by these
bylaws.
Quorum
3.06 The members holding a majority of
the votes which may be cast at any meeting shall constitute a quorum at such
meeting. A majority of the members
present may adjourn the meeting from time to time without further notice.
Proxies
3.07 At any meeting of members, a
member entitled to vote may vote by proxy executed in writing by the member of
by his or her duly authorized
attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy.
Voting by Mail
3.08 Where Directors or officers
are to be elected by members of any class or classes of members, such election
may be conducted by surface or electronic
mail in such a manner as the Board of Directors shall determine.
ARTICLE IV
BOARD OF DIRECTORS
General Powers
4.01 The affairs of the corporation
shall be managed by its Board of Directors. Directors need not be residents of
Number, Tenure and
Qualifications
4.02
The number of Directors shall be between nine and twenty-four. A Director shall serve renewable terms
of three years.
Regular Meetings
4.03
There shall be one regular meeting of the Board of Directors, shortly before
the annual meeting of members, and there may be a second meeting of the Board
of Directors shortly after the annual meeting of members, held without other
notice than this bylaw. The meetings
shall take place in
Special Meetings
4.04 Special meetings of the Board of
Directors may be called by or at the request of the President or any two
Directors. The person or persons
authorized to call special meetings of the Board may fix any place, either
within or without the State of
Notice
4.05 Notice of any special meeting of
the Board of Directors shall be given not less than ten (10) nor more than
ninety (90) days previously thereto by written notice delivered personally or
sent by surface or electronic mail
or telegram to each Director at his
or her address as shown by the
records of the corporation. If sent
by surface mail, such notice shall be deemed to be delivered when deposited in
the
Quorum
4.06 A majority of the Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board; but if less than a majority of the Board of Directors is present at said meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.
Manner of Acting
4.07 The act of a majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by law
or by these bylaws.
Vacancies
4.08 Any vacancy occurring in the Board
of Directors and any directorship to be filled by reason of an increase in the
number of Directors, shall be filled by the Board of Directors. A Director
elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Compensation
4.09 Directors as such shall not receive
any stated salaries for their services, but by resolution of the Board of
Directors a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board; but nothing herein
contained shall be construed to preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor.
Informal Action by Directors
4.10 Any action required by law to be
taken at a meeting of Directors, or any action which may be taken at a meeting
of Directors, may be taken without a meeting if a consent in writing setting
forth the action so taken shall be signed by a majority of the Directors unless the act of a greater number is required by
law or by these bylaws.
ARTICLE V
OFFICERS
Officers
5.01 The officers of the corporation
shall be a President, one or more Vice Presidents (the number thereof to be
determined by the Board of Directors), a Secretary, a Treasurer, and such other
officers as may be elected in accordance with the provisions of this
Article. The Board of Directors may
elect or appoint such other officers, including one or more Assistant
Secretaries and one or more Assistant Treasurers, as it shall deem desirable,
such officers to have the authority and perform the duties prescribed, from
time to time, by the Board of Directors.
Any two offices may be held by the same person, except the offices of
President and Secretary.
Election and Term of Office
5.02
No later than thirty (30) days prior to the regular annual meeting of the Board
of Directors, the President will request that the officers and members of the
Board offer suggestions of possible candidates to serve as officers of the
Association. After taking the advice
of the Board and Officers into account, the President will present a slate to
the Board via electronic ballot for a formal vote. The results of the vote will
be ratified at the annual meeting. The duly nominated officers of the
corporation shall be elected annually by the Board of Directors, with the
election taking place by surface or electronically mailed ballot not less than
ten (10) days nor more than ninety (90) days prior to the annual meeting of the
Directors. New offices may be created and
filled at any meeting of the Board of Directors. Each officer shall hold office until his
or her successor shall have been
duly elected and shall have qualified.
If
the President does not wish to stand for re-election, he or she shall notify
the Board at least sixty (60) days before the March Board meeting for a
candidate to be identified by a nominating committee consisting of the current
Officers. The committee, after
consultation with the Board, will present a candidate or candidates to the
Board for vote via electronic ballot as per above. The vote will be tallied prior to the
President-Elect’s request for suggestions of possible candidates to serve
as Officers.
Removal
5.03 Any officer elected or appointed
by the Board of Directors may be removed by the Board of Directors, by
affirmative vote of two-thirds of all the members of the Board, whenever in its judgment the best
interests of the corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the officer so removed.
Vacancies
5.04 A vacancy in any office because of
death, resignation, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of
said term, with this action
taking place either at a regular meeting of the Board of Directors, or by
surface or electronically mailed ballot.
President
5.05
The President shall be the principal executive officer of the corporation and
shall in general supervise and control all of the business and affairs of the
corporation. He or she shall preside at all meetings of
members and of the Board of Directors.
He or she may sign, with the Secretary or any
other proper officer of the corporation authorized by the Board of Directors,
any deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors have authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these bylaws or by statute to some other officer or agent of the corporation;
and in general he or she shall
perform all duties incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.
Vice President
5.06 In the absence of the President or
in the event of his or her inability
or refusal to act, the Vice President (or in the event there be more than one
Vice President, the Vice Presidents in order of their election) shall perform
the duties of the President, and when so acting shall have all the power of and
be subject to all the restrictions upon the President. Any Vice President shall perform such
other duties as from time to time may be assigned to him or her by the
President or Board of Directors.
Treasurer
5.07 If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his or
her duties in such sum and with such
surety or sureties as the Board of Directors shall determine. He or she shall have charge and custody
of and be responsible for all funds and securities of the corporation; receive
and give receipts for money due and payable to the corporation from any source
whatsoever, and deposit all such money in the name of the corporation in such
banks, trust companies, or other depositaries as shall be selected in
accordance with the provisions of Paragraph 7.03 of Article VII of these
bylaws; and in general perform all duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him or her by the
President or by the Board of Directors.
Secretary
5.08 The Secretary shall keep the
minutes of the meetings of the members and of the Board of Directors in one or
more books provided for that purpose; give all notices in accordance with the
provisions of these bylaws or as required by law; be custodian of the corporate
records, keep a register of the surface and electronic mail address of each
member which shall be furnished to the Secretary by each member; and in
general, perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him or her by the President or
by the Board of Directors.
Assistant Treasurers and
Assistant Secretaries
5.09 If required by the Board of
Directors, the Assistant Treasurers shall give bonds for the faithful discharge
of their duties in such sums and with such sureties as the Board of Directors
shall determine. The Assistant Treasurers and Assistant Secretaries in general
shall perform such duties as shall
be assigned to them by the Treasurer or the Secretary or by the President or
the Board of Directors.
ARTICLE VI
COMMITTEES
Committees of Directors
6.01 The Board of Directors, by
resolution adopted by a majority of the Directors in office, may designate and
appoint one or more committees, to the extent provided in said resolution, ; such committees shall have and exercise authority of the Board of
Directors in the management of the corporation. However, no such committee shall have
the authority of the Board of Directors in reference to amending, altering, or
repealing the bylaws; electing, appointing, or removing any member of such
committee or any Director or officer of the corporation; amending the Articles
of incorporation; adopting a plan of merger or adopting a plan of consolidation
with another corporation; authorizing the sale, lease, exchange, or mortgage of
all or substantially all of the property and assets of the corporation;
authorizing the voluntary dissolution of the corporation or revoking
proceedings therefor; adopting a plan for the distribution of the assets of the
corporation; or amending, altering, or repealing any resolution of the Board of
Directors which by its terms provides that it shall not be amended, altered, or
repealed by such committee. The
designation and appointment of any such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any
individual Director, of any responsibility imposed on it or him or her by law.
Other Committees
6.02 Other committees not having and
exercising the authority of the Board of Directors in the management of the
corporation may be designated by a resolution adopted by a majority of the
Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution,
members of each such committee shall be members of the corporation, and the
President of the corporation shall appoint the members thereof. Any members
thereof may be removed by the person or persons authorized to appoint such
member whenever in their judgment the best interests of the corporation shall
be served by such removal.
Terms of Office
6.03 Each member of a committee shall
continue as such until the next annual meeting of the members of the
corporation and until his or her successor
is appointed, unless the committee shall be sooner terminated, or unless such
member be removed from such committee, or unless such member resign from such
committee by filing a written resignation with the Secretary, or unless such member shall cease to
qualify as a member thereof.
Chair
6.04 One member of each committee shall
be appointed chair by the person or
persons authorized to appoint the members thereof.
Vacancies
6.05 Vacancies in the membership of any
committee may be filled by appointments made in the same manner as provided in
the case of the original appointments.
Quorum
6.06
Unless otherwise provided in the resolution of the Board of Directors
designating a committee, a majority of the whole committee shall constitute a
quorum and the act of a majority of the members present at a meeting at which a
quorum is present shall be the act of the committee.
Rules
6.07 Each committee may adopt rules for
its own government not inconsistent with these bylaws or with rules adopted by
the Board of Directors.
ARTICLES VII
CONTRACTS, CHECKS, DEPOSITS,
AND FUNDS
Contracts
7.01 The Board of Directors may
authorize any officer or officers, agent or agents of the corporation, in
addition to the officers so authorized by these bylaws, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the corporation. Such authority may
be general or confined to specific instances.
Checks and Drafts
7.02 All checks, drafts, or orders for
the payment of money, notes, or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors, such instruments shall be
signed by the Treasurer or Secretary and countersigned by the President or Vice-President of the corporation.
Deposits
7.03 All funds of the corporation shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies of other depositaries as the Board of Directors may select.
Gifts
7.04 The Board of Directors may accept
on behalf of the corporation any contribution, gift, bequest, or devise for the
general purposes or for any special purpose of the corporation.
ARTICLE VIII
CERTIFICATE OF MEMBERSHIP
Certificates of Membership
8.01 The Board of Directors may provide
for the issuance of certificates evidencing membership in the corporation,
which shall be in such form as may be determined by the Board. Such certificates shall be signed
by the President or a Vice President and by the Secretary or an Assistant
Secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership
of any class shall be consecutively numbered. The name and address of each member and
the date of issuance of the certificate shall be entered on the records of the
corporation. If any certificate
shall become lost, mutilated, or destroyed, a new certificate may be issued therefor
on such terms and conditions as the Board of Directors may determine.
Issuance of Certificates
8.02 When one initially becomes a
member of the corporation and has paid any initiation fee and dues that may
then be required, a certificate of membership shall be issued in his or her name and delivered to him or her by
the Secretary, if the Board of Directors shall have provided for the issuance
of certificates of membership under the provisions of Paragraph 8.01 of this
Article VIII.
ARTICLE IX
9.01 The corporation shall keep correct
and complete books and records of account and shall also keep minutes of the
proceedings of its members, Board of Directors, and committees having any of
the authority of the Board of Directors, and shall keep at the registered or
principal office a record giving the names and addresses of the members
entitled to vote.
ARTICLE X
FISCAL YEAR
10.01 The fiscal year of the corporation
shall begin on the first day of October and end on the last day in September in
each year.
ARTICLE XI
DUES
Annual Dues
11.01 The Board of Directors may
determine from time to time the amount of initiation fee, if any, and the
annual dues payable to the corporation by members of each class.
Payment of Dues
11.02 Dues shall be payable in advance
on the day of the annual meeting.
Default and Termination of
Membership
11.03 When any member of any class shall
be in default in the payment of dues for a period of six months from the
beginning of the fiscal year or period for which such dues become payable, his
or her membership may thereupon be
terminated by the Board of Directors in the manner provided in Paragraph 2.04
of Article II of these bylaws.
ARTICLE XII
WAIVER OF NOTICE
12.01 Whenever any notice is required to
be given under the provisions of the Texas Non Profit Corporation Act or under
the provisions of the Articles of incorporation or the bylaws of the
corporation, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS TO BYLAWS
13.01 These bylaws may be altered,
amended, or repealed and new bylaws may be adopted by a majority of the
Directors present at any regular meeting or special meeting, if at least ten
days’ written or
electronically mailed notice is given of an intention to alter, amend, or
repeal these bylaws or to adopt new bylaws at such meeting.
Bylaws
adopted by the Board of Directors, October 11, 1984.
Amended
by the Board of Directors, March 14, 1986.
Amended
by the Board of Directors, March 6, 2002.
Amended
by the Board of Directors, March 5, 2003.