Texas Riparian Association

Bylaws of the Texas Riparian Association

ARTICLE I - NAME - PURPOSE

SECTION 1 - The name of the organization is the TEXAS RIPARIAN ASSOCIATION (TRA).

SECTION 2 - The mission of TRA is to encourage healthy riparian systems within Texas.

ARTICLE II - MEMBERSHIP AND AFFILIATION

SECTION 1 - The membership of TRA shall consist of the charter members and all individuals whose applications for membership have been accepted by TRA and are in good standing.

SECTION 2 - Membership in TRA shall be by application on a form provided by TRA. Classes of memberships shall be as follows:

Member: Pays annual dues and has all rights and privileges of the organization to include voting.
Student Member: Pays annual student dues and has all rights and privileges of the organization to include voting. A student member is under the age of 21 or is a full-time student in a graduate, baccalaureate, or associate degree program.
Government/Non-profit Member: Pays annual government/non-profit dues and has all right and privileges of the organization. Only one vote can be cast per governmental or non-profit organization.
Business Member: Pays annual business dues and has all rights and privileges of the organization but can cast only one vote. A business consists of all its employees. The business member may include in any business advertisement that they are a member of TRA.
Sponsoring Member: Pays annual sponsorship fee and has all rights and privileges of the organization but can cast only one vote. A sponsoring member can be any one of the above-described levels of membership but has chosen to offer additional financial support.
Life Member: A member who has paid the established fee for life membership and has all rights and privileges of the organization for life. This membership is not transferable.
Sustaining Level: A member who adds $20 or more to any other membership level to support the general fund.

Honorary Member - A person who has made a substantial contribution to the furtherance of the activities of TRA. Honorary Members shall have life tenure without payment of dues and shall be entitled to all of the privileges of a regular Member of TRA, including the right to vote, plus a free subscription to TRA's newsletter. Honorary Members shall be selected by the affirmative two-thirds vote of the Board of Directors.

SECTION 3 - Services and privileges shall be reviewed and established by the Board of Directors at their discretion by a two-thirds vote of the whole Board of Directors and will be published in the official newsletter.

SECTION 4 - Annual dues shall be reviewed by the Board of Directors and any recommended changes submitted to the annual business meeting for membership approval.

SECTION 5 - There shall be a special class of membership designated as a Chapter. A Chapter shall be a TRA approved organization that has at least seven voting members of TRA and in which all other members hold some grade of membership.

ARTICLE III - MEETINGS

SECTION 1 - The annual business meeting of TRA is for the purpose of electing officers, amending the bylaws, and adding, amending or deleting goals and shall be held in November. Written notice of the time, place, and purpose of such meeting shall be submitted to each Member not less than fifteen nor more than sixty days before the meeting.

SECTION 2 - Regular meetings of the Association shall be held when deemed necessary by the Board of Directors. Regular meeting are held for the purpose of providing training, conducting workshops, and working on projects. Administrative business should be deferred to the annual business meeting.

SECTION 3 - At the annual business meeting of TRA there shall be present, in person, a quorum of the Members in order to conduct business.

SECTION 4 - A quorum is ten percent of the membership in good standing. If a quorum is not present at the annual meeting; then those motions formally presented and seconded, that were to be voted upon, can be forwarded to the next regular meeting for a decision.

SECTION 5 - Deliberations of the Chapter shall be governed by the latest edition of Robert's Rules of Order, except where requirements for majorities and methods of voting are elsewhere stated in the Bylaws. The presiding officer may appoint a parliamentarian to advise in the conduct of deliberations.

ARTICLE IV - DIRECTORS

SECTION 1 - The affairs and business of TRA shall be governed by a Board of Directors consisting of nine directors. The Board of Directors shall be comprised of the five elected officers (president, president-elect, vice-president, communications coordinator, and treasurer), past president and three elected At-Large Directors. The officers will be on the Board of Directors for as long as they are officers of TRA. The At-Large Directors shall serve a three-year term. At the first election three At-Large Directors shall be elected. These Directors shall draw numbers to determine who will serve for one year, two years, and three years. Thereafter there will be an annual election for one At-Large Director to serve for three years.

SECTION 2 - Unless otherwise ordered by the President, the Board of Directors shall hold a minimum of two regular meetings per calendar year at a location approved by the Board of Directors.

SECTION 3 - At least five Directors, as fixed by these bylaws, shall be necessary to constitute a quorum for the transaction of business.

SECTION 4 - The Board of Directors may submit proposals for consideration and approval by the Board in e-mail, fax, or mail referendums. An affirmative vote of at least five Board members is required for approval of the proposal.

SECTION 5 - Any vacancy in the Board of Directors occurring during the year through death, resignation, removal or other cause, shall be filled for the unexpired portion of the term by vote of the remaining Directors.

ARTICLE V - OFFICERS - THEIR ELECTION AND DUTIES

SECTION 1 - The Membership shall elect from their number, by a majority vote, a President, Vice-President, a Communications Coordinator, and a Treasurer. Each of said officers shall serve for a term of one year, or until their successors are elected. An elected officer may be elected to two successive terms in the same office. After two terms out of office a person may run again for the same office.

SECTION 2 - The PRESIDENT shall call all meetings and preside at all meetings of the Association and of the Board of Directors. He/she shall be ex officio member of all committees.

SECTION 3 - The PRESIDENT-ELECT shall be an ex officio member of all committees. He/she shall chair the nominating committee for the selection of officers and directors.

SECTION 4 - The VICE-PRESIDENT shall perform the duties of the President during his/her absence. He/she shall be responsible for the program at meetings, workshops, seminars, and conferences.

SECTION 5 - The COMMUNICATIONS COORDINATOR shall keep the records, handle correspondence under direction of the President and Directors and shall perform such other duties as may be required.

SECTION 6 - The TREASURER shall receive and disburse the funds of TRA under direction of the President and Directors and shall perform such other duties as may be required by the Directors including the preparation of an annual financial report.

SECTION 7 - There shall be such officers and agents, as the interest of TRA shall require.

SECTION 8 - The Chair of the Nominating Committee shall announce their proposed slate of officers and director at least one month prior to the annual meeting.

ARTICLE VI - SUSPENSION, EXPULSION, ETC.

SECTION 1 - Any member may be dropped from the roll of membership for nonpayment of dues; and any member whose activities are deemed hostile to the objectives or injurious to the purpose of the TRA, or who violates its bylaws or established rules, may be removed from office, suspended or expelled from the TRA by vote of the Board of Directors.

ARTICLE VII - COMMITTEES AND SUB-COMMITTEES

SECTION 1 - There shall be committees and sub-committees as approved by the Board of Directors of TRA, appointed by the Chair with the advice and consent of the Directors.

ARTICLE VIII - BOOKS AND ACCOUNTS

SECTION 1 - The fiscal year of the TRA shall begin on January 1st of the calendar year and end on December 31st of the same year.

SECTION 2 - Annually, after the close of the fiscal year, the Directors shall audit the books and accounts and the findings published and distributed to the general membership.

ARTICLE IX - SEAL

SECTION 1 - The seal of this TRA shall be in the form of a circle and shall bear the name of the TRA, the year of its incorporation and the word "seal."

ARTICLE X - AMENDMENTS

SECTION 1 - When required the Board of Directors will propose amendments to these bylaws. Proposed amendments must be submitted to the membership at least thirty days prior to the annual business meeting. The affirmative vote of a majority of those members present and in good standing is required for adoption, provided a quorum exists.

ARTICLE XI - FUNDS

SECTION 1 - Funds

The Life Membership Trust Fund, the income from such Fund to be distributed to TRA to cover the cost of servicing Life Members of TRA.
The Awards Fund, the income from such Fund to be used for an awards program to be administered annually. Income over and above these costs shall be returned to the Fund. If the Fund growth exceeds the needs of the awards program then upon approval of the Board of Directors, the Treasurer can transfer funds to the General Fund.
The General Fund, such Fund to be managed and administered as part of the general non-restricted assets of the TRA Foundation.

SECTION 2 - The Board of Directors of TRA shall administer The Funds.

ARTICLE XII - VOTING

SECTION 1 - The voting for officers and director at the annual meeting shall be by secret ballot as provided for by the Communications Coordinator. The Treasurer, one At-Large Director and one member selected by the President before the ballots are cast, shall tally the votes. The agreed upon tally shall be given to the Communications Coordinator who shall report the results and record them in the Minutes of the meeting. After the results have been announced and if there are no controversies, the tallying officials shall immediately destroy all ballots.

SECTION 2 - If only one person is running for the office to be voted-on, then a voice vote can be taken in lieu of a secret ballot.

SECTION 3 - All other voting matters shall be taken by voice vote or upon request a show of hands.

SECTION 4 - Only those Members outlined in ARTICLE II, SECTION 2 with voting privileges and Honorary Members may cast votes.

SECTION 5 - The Board of Directors may submit proposals for consideration and approval by the membership in e-mail, fax, or mail referendums. An affirmative vote of at least ten percent of the membership in good standing is required for approval of the proposal. The membership may cast their vote via e-mail, fax, or mail so long as it is received by the deadline set forth in the proposal instructions.