TTT, Inc. Bylaws as Amended 9/22/2007 

 

 

 

 

                                    A TEXAS TURN OR TWO, Inc.

BYLAWS 

 

 

ARTICLE I - CORPORATE NAME 

 

The Corporation formed is a Non-Profit Corporation and will be named as follows: 

 

A TEXAS TURN OR TWO 

 

ARTICLE II – OFFICES 

 

  1. The principal office of A Texas Turn or Two" (TTT) in the State of Texas shall be that of the President. The current principal office is located at 11212 Shelterwood Lane, Dallas Texas 75229. 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. 

 

  1. 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 name of the initial registered agent is Lawrence J. Genender, M.D. and the address is 11212 Shelterwood Lane, Dallas Texas 75229.  The Board of Directors may change the registered office from time to time.

 

 

 

ARTICLE III - ORGANIZATIONAL PURPOSES  

 

A Texas Turn or Two, Inc., at its inception is a federation of participating Texas Chapters of the American Association of Woodturners. The organization’s purpose is educational, as set forth in the Texas Non-Profit Corporation Act. The Corporation will strive to promote understanding and appreciation of the art and craft of wood lathe turning to woodturners at all levels, from novice hobbyists to full-time professionals, as well as to the general public.  This will be accomplished by providing educational, technical, and organizational assistance and by presenting an annual Symposium, open to all with an interest in woodturning.

 

 

 

ARTICLE IV - MEMBERS

 

"A Texas Turn or Two" will not have members.  The annual Symposium will be open to all persons having an interest in woodturning.

 

 

ARTICLE V - BOARD OF DIRECTORS 

 

  1. The governing body responsible for the business affairs of "A Texas Turn or Two" (TTT) shall be the Board of Directors (Board).  The Board may adopt rules for the conduct of its meetings and the management of TTT, consistent with these Bylaws and the laws of the State of Texas.  The Board is the policy making body of TTT, and must approve any change in the operation of TTT.

 

  1. The initial Board of Directors will have three (3) Directors who will be listed in the Articles of Incorporation of TTT.  They will serve as Directors only until the first called organizational meeting of TTT which will be held within 90 days of the filing of the Articles of Incorporation with the Texas Secretary of State.

 

  1. At the initial organizational meeting, up to sixteen (16) Directors will be recognized.  Each woodturning club in Texas that is a recognized Chapter of the American Association of Woodturners may, at its option, appoint a Director to represent its interests in the Corporation.  Each Chapter will select its Director as it deems appropriate. Should a Chapter elect not to appoint a Director, the size of the initially seated Board will be reduced accordingly. From time to time, recognized Chapters of the American Association of Woodturners (both inside and outside the State of Texas) may petition or be invited to join the Board. Admission of a Chapter to the TTT Board requires a simple majority vote of the existing Board. When they are admitted, each will appoint a Director to the TTT Board, increasing the size of the Board accordingly. Directors may serve as long as their respective Chapters choose to return them to the Board.

 

  1. Directors may only be removed for good cause shown, and that requires a two-thirds vote of the Board members then in office. Within these Bylaws, the term "cause" shall include intentional or repeated violations of expressly stated Board policy, professional incompetence, refusal to perform assigned duties, commission of an act of moral turpitude, commission of an act punishable by the Texas Penal Code, or breach of one's fiduciary duty toward the Corporation.

 

 

  1. A Director may resign at any time by giving written notice both to the Board and to the Chapter he/she represents. .

 

  1. A Chapter may resign from TTT at any time by giving written notice to the Board.  If it does so, relinquishes any and all claims to the assets of TTT.  Should the Chapter later wish to be reinstated, it must follow the procedure set forth in Article V  paragraph (C).

 

 

  1. The Chapter from which the vacating Director was elected will fill any vacancies occurring on the Board.  A Director elected to fill a vacancy shall hold office for the remaining term of his/her predecessor.  

 

 

ARTICLE VI - MEETINGS OF THE BOARD OF DIRECTORS 

 

 

 

A. All meetings of the Board of Directors will be conducted in compliance with Roberts’ Rules of Order. 

 

B.  Annual Meeting. An annual meeting of the Board of Directors shall be held in January of each year for the purpose of electing Officers and for the transaction of such other business as may come before the meeting.

 

C.   Special Meetings.  The President or the Board of Directors may call special meetings of the Board of Directors. Special meetings may be conducted by e-mail.

 

D. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.  

 

E. Notice of Meeting.  Written notice stating the place, day, and hour of any meeting shall be delivered, either personally, by e-mail, or by US Mail to each member of the Board of Directors, not less than 10 days before the date of such meeting.

 

F.  Expenses.  The Board may, at its discretion, reimburse Directors for reasonable expenses incurred in attending meetings of the Board.

 

G. Quorum. A majority of the members of the Board of Directors present at the annual or at any special called meeting shall constitute a quorum. 

 

H.  Voting. A majority vote of the Board will constitute the decision of the Board, except that a two-thirds vote of the Board is required to amend the Bylaws of TTT, or to remove a Board member, and then only for good cause shown. Proxy votes are permitted for meetings held in person. The President or his/her appointee must receive proxies before the date of the meeting.  Proxies may be sent either by US mail or by e-mail.  Meetings may be conducted entirely by e-mail, in which case proxies are not permitted. Print copies of all e-mail proxies and votes will be maintained in the permanent records of the Corporation.

 

 

 

ARTICLE VII - MANAGEMENT 

 

A.  Governance of TTT is vested in its Board of Directors.

 

 

B. The Officers of the TTT Board shall be the President, the Vice President and the Secretary/Treasurer. The Board will elect these Officers at its initial meeting, and at the regular annual meeting each year. The officers must be members in good standing of one of the Chapters represented on the Board, but need not be a Director.  Should an Officer also be a Director, his/her Chapter shall designate another Director in his/her place. If the election of Officers is not held at the Annual Meeting, it shall be held as soon thereafter as conveniently may be done. The term of office shall be for one year, or until the next annual meeting.  The Officers will NOT be eligible to vote on Matters which come before the Board of Directors,

 

C. The Executive Committee (EC) is responsible for the day-to-day operation of TTT. Members of the EC are the three Officers of TTT and the Immediate Past President, each with the right to vote on matters considered by the Executive Committee 

 

D. An elected Officer may be removed by the Board of Directors 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.

 

E.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the remaining portion of the term.

 

F.  President. The President shall be the principal executive Officer of TTT and shall in general supervise the business and affairs of the Corporation. He or she shall preside at all meetings of the Board of Directors.  

 

G.  Vice President.  In the absence of the President, or in the event of his or her inability or refusal to act, the Vise President shall perform the duties of the President.

 

H. Secretary/Treasurer. The Secretary/Treasurer shall record the minutes of the Board and of the Executive Committee, maintain records of the activities of the Corporation, and shall oversee the financial affairs of TTT.  The Secretary/Treasurer shall be responsible for collecting, depositing and disbursing funds and for reporting all financial activities to the Board of Directors. Said reports shall be submitted in writing on an annual basis, unless otherwise determined by the Board of Directors. A copy of the Annual Financial Report, after the Board approves it, will be mailed to each Chapter for inclusion in its records. One other Board member, usually the President, will be a signatory to the bank account, but will exercise that privilege only in case of absence or disability of the Secretary/Treasurer.

 

I. Immediate Past President. The Immediate Past President will be a member of the Executive Committee. He or she will have served most recently as the President, and need not, at the time of his or her service on the Executive Committee, be on the Board of Directors. 

 

 

 

 

VIII – COMMITTEES  

 

A) Nominating Committee:  The outgoing Immediate Past President will chair the Nominating Committee (NC).  At the Annual Meeting the Board will elect two additional members of the NC.  Any member in good standing of  a Chapter represented on the Board is eligible to serve on the NC.  Should a NC member become unable to serve, the President will appoint a replacement.            

 

            The duties of the NC are as follows:

 

    1. Actively solicit and receive nominations for the positions of  President, Vice President, and Secretary-Treasurer of the EC for the following year.

    2. Interview all candidates, advise them of the time required and duties of the position sought, and confirm their willingness and ability to perform these duties. 

    3. Ensure that there is at least one candidate for each of the three Officers of the Board.  

    4. Conduct the election of the Officers at the Annual Meeting.  After the
      Nominating Committee presents its list of candidates and prior to the election, Directors will be given an opportunity to propose additional candidates.  These additional candidates must affirm, either in person or by written statement, that they are willing and able to perform the duties of the position for which they have been nominated.

 

  1. The Board, by majority vote, may establish other committees it may deem necessary and appropriate for the governance of the Corporation. Each committee shall serve at the pleasure of the Board and shall consist of at least two members or as many as three. The President shall serve as ex-officio member of each committee.

 

  1. The EC is empowered to establish committees that deal solely with the      organization and operation of the Symposium.  

 

IX - BOOKS AND RECORDS OF ACCOUNTS 

 

The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of the Board and committees having any authority of the Board. The Secretary/Treasurer is the custodian of the Corporate records and is responsible for ensuring that minutes are taken , either by him/herself or by his/her designee.    

 

X - FISCAL YEAR 

 

The fiscal year of the Corporation shall begin on January 1 and end on December 31 in each year. 

 

XI - WAIVER OF NOTICE 

 

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. 

 

XII - DISSOLUTION OF THE CORPORATION 

 

Upon dissolution of TTT, its assets will be distributed to one or more exempt purposes within the meaning of Section 501 (C)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. The Board of Directors in office at the time of dissolution will be responsible for the distribution of these assets. 

 

 

 

 

 

 

XIII - AMENDMENT OF THE BYLAWS 

 

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds vote of the Directors present at any regular meeting or at any special meeting, if at least thirty (30) days written notice is given to the members of the Board of the intention to alter, amend or repeal or to adopt new Bylaws at such meeting.

 

 

 

XIV - ADOPTION OF THE BYLAWS 

 

The revised initial Bylaws have been adopted at the initial organizational meeting of TTT held in San Antonio, Texas on May 12, 2003.  At that meeting, the below listed fifteen Directors were seated according to the initial Bylaws, replacing the initial Directors of such Corporation named in the Articles of Incorporation as filed with the Office of the Secretary of State, State of Texas on the 12th of February, 2003.  A copy of the Articles of Incorporation pursuant to Article 3.02 of the Texas Non-Profit Corporation Act is attached. In addition, a copy of the initial Bylaws (adopted at Incorporation and which these Bylaws replace) is attached. At that May 12, 2003 meeting, the notice of Meeting to amend the Bylaws was waived by unanimous vote of all fifteen Directors, and these revised Initial Bylaws were enacted at that time.

 

XV – LIST OF DIRECTORS SEATED AT INITIAL ORGANIZATIONAL MEETING 

 

Alamo Woodturners Ass’n(San Antonio)…………………………Paul Judkins 

Borderline Woodturners (El Paso)…………………………………James Johnson 

Central Texas Woodturners(Austin)……………………………….Stacey Hager 

Coastal Bend Woodturners(Corpus Christi)……………………….Uel Clanton 

Comanche Trail Woodturners(Midland)…………………………...Ernie Showalter 

Concho Valley Woodturners(San Angelo)…………………………Ray Haines 

Dallas Area Woodturners…………………………………………..Marion McDaniel 

East Texas Woodturners(Tyler)……………………………………Walter Tate 

Gulf Coast Woodturners(Houston)…………………………………Bill Berry 

Hill Country Turners(Kerrville)……………………………………..Dale Lemons 

Hunt County Woodturners(Greenville)……………………………. Dan Henry 

Rio Grande Woodturners……………………………………………Jerry Whitaker 

South Texas Woodturners(Victoria/Refugio)……………………….Chuck Norman 

Wichita Falls Woodturners………………………………………….Robert Lawrence 

Woodturners of North Texas(Fort Worth)…………………………..Larry Genender 

 

Date: Final Version Adopted By Board May 24, 2003 

          Amended by Board January 17, 2004

          Additional amendments by Board Oct. 2, 2004

          Additional Amendments by Board Jan 22, 2005

          Additional Amendments by Board Oct. 1, 2005

 

 

Attachment – Initial Bylaws that the above replaces 

 

A TEXAS TURN OR TWO 

BYLAWS 

 

 

ARTICLE I - CORPORATE NAME 

 

The Corporation formed is a Non-Profit Corporation and will be named as follows: 

 

A TEXAS TURN OR TWO 

 

ARTICLE II – OFFICES 

 

  1. The principle office of A Texas Turn or Two" (TTT) in the State of Texas shall be that of the initial Administrator.  The current principle office is located at 9455 New Sulphur Springs Road, San Antonio Texas 78263. 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.

 

  1. 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 name of the initial registered agent is Randall A. Parker and the address is 7800 IH 10 West, Suite 135, San Antonio, Texas 78230.  The registered office may be changed from time to time by the Board of Directors.

 

 

 

ARTICLE III - ORGANIZATIONAL PURPOSES 

 

  1. The Corporation's purpose is to be educational as set forth in the Texas Non-Profit Corporation Act. The Corporation will encourage a wider understanding and appreciation of lathe-turning as a traditional and contemporary craft and a form of art among the general public, hobbyist turners, part-time turners, and professional turners. This will be accomplished by providing education, organization, technical assistance, and organization to those interested in woodturning.

 

  1. "A Texas Turn or Two" will conduct an annual symposium on Columbus Day Weekend, but may also initiate a newsletter to inform woodturners of Texas, and also offer scholarships or stipends towards meeting its educational purposes. 

 

 

 

 

 

 

 

 

 

 

ARTICLE IV - MEMBERS

 

"A Texas Turn or Two" will not have members.  The annual symposium will be open to all persons having an interest in woodturning

 

ARTICLE V - BOARD OF DIRECTORS 

 

  1. The governing body responsible for the business affairs of "A Texas Turn or Two" (TTT) shall be the Board of Directors (Board).  The Board may adopt such rules for the conduct of its meetings and the management of TTT, not inconsistent with these Bylaws and the laws of the State of Texas.  The Board is the policy making body of TTT, and must approve any change in the operation of TTT.

 

  1. The initial Board of Directors will have three (3) Directors who will be listed in the Articles of Incorporation of TTT.  They will serve as Directors only until the first called organizational meeting of TTT which will be held within 90 days of the filing of the Articles of Incorporation with the Texas Secretary of State.

 

  1. At the initial organizational meeting, sixteen (16) Directors will be recognized.  Each woodturning Club in Texas that is a recognized Chapter of the American Association of Woodturners is authorized to be represented by a Director.  Each Club will select its Director as it deems appropriate and will certify in writing the named Director as its representative. The Club's certification will be maintained in the files of TTT.  At the initial organizational meeting of the Board of Directors, the Directors will draw lots.  Eight of the Directors will serve a one year term, and eight of the Directors will serve a two year term.  Thereafter, each Director will serve a two-year term on the Board.  Additional woodturning Clubs in Texas will be entitled to appoint a Director to the Board once they have become a recognized Chapter of the American Association of Woodturners.

 

  1. Board members may only be removed for good cause shown by a two-thirds vote of the Board members then in office. 

 

  1. A Board member may resign at any time by giving written notice to the Board. 

 

  1. Vacancies occurring on the Board will be filled by the Club from which the vacating Director was elected.  A Board member elected to fill a vacancy shall hold office for the unexpired term of his/her predecessor.

 

  1. Removal or termination for good cause shown.  Within these Bylaws, the term "cause" shall include intentional or repeated violations of expressly stated Board policy, professional incompetence, refusal to perform assigned duties, commission of an act of moral turpitude, commission of an act punishable by the Texas Penal Code, or breach of one's fiduciary duty toward the Corporation.

 

 

 

ARTICLE VI - MEETINGS OF THE BOARD OF DIRECTORS 

 

  1. Annual Meeting. An annual meeting of the Board of Directors shall be held on the last Saturday of January of each year, at the hour of 10:00 AM for the purpose of electing Officers and for the transaction of such other business as may come before the meeting. 

 

  1. Special Meetings.  Special meetings of the Board of Directors may be called by the President or the Board of Directors.

 

  1. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting were otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Texas. 

 

  1. Notice of Meeting.  Written notice stating the place, day, and hour of any meeting shall be delivered, either personally, by E-mail, or by mail to each member of the Board of Directors, not less than 10 days before the date of such meeting.

 

  1. Quorum. A majority of the members of the Board of Directors present at the annual or at any special called meeting shall constitute a quorum. 

 

  1. Voting. A majority vote of the Board will constitute the decision of the Board, except that a two-thirds vote of the Board is required to amend the Bylaws of TTT, or to remove a Board member or Administrator, and then only for good cause shown.

 

ARTICLE VII - MANAGEMENT 

 

  1. Governance of "A Texas Turn or Two" is vested in its Board of Directors. The day-to-day management of"A Texas Turn or Two" is vested in an Executive Committee. 

 

  1. The Executive Committee shall be the three elected officers of TTT, the Immediate Past Chair, and the Administrator, each with right to vote on matters considered by the Executive Committee. 

 

  1. The officers of TTT shall be the Chair, the Vice-Chair, and the Secretary/Treasurer. These officers will be elected by the Board from the membership of the Board at its initial meeting, and at the regular annual meeting each year. If the election of officers is not held at such meeting, it shall be held as soon thereafter as conveniently may be done. The term of office shall be for one year, or until the next annual meeting. 

 

 

 

 

 

 

  1. Any elected officer may be removed by the Board of Directors 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. 

 

  1. Any vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. 

 

  1. Chair. The Chair shall be the principal executive officer of TTT and shall in general supervise the business and affairs of the Corporation, and serve as the liaison with the Administrator. He or she shall preside at all meetings of the Board of Directors. 

 

  1. Vice Chair. In the absence of the Chair, or in the event of his or her inability or refusal to act, the Vice Chair shall perform the duties of the Chair. 

 

  1. Secretary/Treasurer. The Secretary/Treasurer shall record the minutes of the Board and of the Executive Committee, maintain records of the activities of the Corporation, and shall oversee the financial affairs of TTT. 

 

  1. Immediate Past Chair. The Immediate Past Chair will be a member of the Executive Committee. He or she will have served most recently as the Chair, and need not, at the time of his or her service as Immediate Past Chair and on the Executive Committee be a Director on the Board of Directors.

 

  1. Administrator. The TTT Administrator is appointed by the Board of Directors, and is responsible for the day-to-day operation of TTT The Administrator will be on the signature card for the Corporation's bank account. The Administrator will consult with the Board and other members of the Executive Committee on any matter of a change of policy of TTT. His or her main duty is to organize the annual symposium each Columbus Day Weekend. The Administrator will be a member of the Executive Committee with vote. The Administrator is authorized to make expenditures up to $2,500 without further consultation. Expenditures above $2,500 must be approved by the Chair. Expenditures above $5,000 must be approved by the vote of the Board. The Administrator is a salaried position and the rate of compensation shall be negotiated between the Board and the Administrator. In addition, the Administrator will be reimbursed for reasonable expenses incurred in the operation of TTT. The term of appointment of the Administrator shall be for three years and during that three year period the Administrator may only be removed for good cause shown. The Administrator has a fiduciary relationship with the Board and with TTT. 

 

 

 

 

 

 

 

 

 

 

VIII - COMMITTEES 

 

The Board, by majority vote, may designate such committees it may deem necessary and appropriate. Each committee shall serve at the pleasure of the Board and shall consist of at least two members or as many as three. The Chair shall serve as ex-officio member of each committee. 

 

IX - BOOKS AND RECORDS OF ACCOUNTS 

 

The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of the Board and committees having any authority of the Board. 

 

X - FISCAL YEAR 

The fiscal year of the Corporation shall begin on January 1 and end on December 31 in each year. 

 

XI - WAIVER OF NOTICE 

 

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. 

 

XII - DISSOLUTION OF THE CORPORATION 

 

Upon dissolution of TTT, its assets will be distributed to one or more exempt purposes within the meaning of Section 501 (C)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. 

 

XIII - AMENDMENT OF THE BYLAWS 

 

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds vote of the Directors present at any regular meeting or at any special meeting, if at least thirty (30) days written notice is given to the members of the Board of the intention to alter, amend or repeal or to adopt new Bylaws at such meeting. 

 

 

 

 

 

 

 

 

XIV - ADOPTION OF THE BYLAWS 

 

The foregoing Initial Bylaws of "A Texas Turn of Two" are hereby adopted by the undersigned, being all the initial Directors of such Corporation named in the Articles of Incorporation as filed with the Office of the Secretary of State, State of Texas on the 12th of February, 2003.  A copy of the Articles of Incorporation pursuant to Article 3.02 of the Texas Non-Profit Corporation Act is attached.

 

Date:  2/8/2003

 

Attached:  Articles of Incorporation

                 Certificate of Incorporation