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 Texas. The corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

 

Registered Office and Registered Agent

            1.02   The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non Profit Corporation Act.  The registered office may be, but need not be, identical with the principal office of the corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

 

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 El Paso, Texas, for the purpose of ratifying the election of Directors and for the transaction of other business as may come before the meeting. The election of Directors shall be conducted via surface or electronically mailed ballot not less than ten (10) nor more than ninety (90) days prior to the annual meeting.

 

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 Texas, as the place of meeting for any special meeting called by the Board of Directors.  If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Texas; but if all of the members shall meet at any time and place, either within or without the State and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

 

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 Texas or members of the corporation.

 

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 El Paso, Texas.  The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution.

 

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 Texas, as the place for holding any special meetings of the Board called by them.

 

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 United States mail so addressed with postage prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company; if notice be given by electronic mail, such notice shall be deemed to be delivered when electronically sent to the electronic mail address as it appears on the records of the corporation. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need by specified in the notice of the waiver of notice of such meeting, unless specifically required by law or by these bylaws.

 

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.