|
|
|
|
| |
BYLAWS OF “H” ASSOCIATION
A NON-PROFIT CORPORATION
(Amended January 2003)
3875 Holman
Houston, Texas 77004
ARTICLE ONE
OFFICES
1.01 The principal office of the “H” Association in the State of Texas shall be located at Hofheinz Pavilion, University of Houston, in the City of Houston, County of Harris. The “H” Association 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 “H” Association may require from time to time.
1.02 The “H” Association shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose off ice 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 “H” Association in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
1.03 The “H” Association shall comply with all rules and regulations of the National Collegiate Athletic Association (“NCAA”).
1.04 Any member of the “H” Association that is determined to have intentionally violated the rules of the NCAA will not be allowed membership.
ARTICLE TWO
MEMBERS
2.01 The “H” Association shall have classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
Class 1 Members shall be any person earning a letter in an intercollegiate sport sponsored by the University of Houston, including managers, trainers or cheerleaders.
Class 2 Associate Members are non-voting and shall have been a participant in an intercollegiate sport sponsored by the University of Houston, or such other qualified party as determined by a majority vote of the Board of Directors.
Class 3 Associate Honorary Members shall be past or present coaches, faculty and those parties interested in the promotion and welfare of education and athletics of the University of Houston. This class of members shall be elected by guidelines and procedures set forth by the Board of Directors. This class shall have no voting rights.
2.02 Members may be elected to the Board of Directors provided such member is a current dues paying member in good standing and is elected by an affirmative vote of a majority of the Members at the Annual Meeting.
2.03 Each member who has paid dues is entitled to vote and shall be entitled one vote on each matter submitted to a vote of the members.
2.04 The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend, expel, or terminate any member with or without cause.
2.05 Any member of the Board may resign by filing a written resignation with the Secretary.
2.06 Membership in this “H” Association is not transferable or assignable.
ARTICLE THREE
MEETINGS OF MEMBERS
3.01 An Annual General Meeting of the members shall be held during the month of July at a time, date, and site so designated by the Board of Directors for the purpose of electing Officers, Directors, and for the transaction of other business as may come before the meeting. If the election of Officers and Directors shall not be held on the day designated herein for any annual general meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as possible.
3.02 Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.
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 annual general meeting or 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 of Texas, 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.
3.04 Written or printed notice stating the place, day, hour, and purpose or purposes of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than seven (7) days nor more than fifty (50) days before such meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the “H” Association, with postage thereon prepaid.
3.05 The voting members holding a majority of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
3.06 At any meeting of members, a voting member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact and delivered to the Board of Directors. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
ARTICLE FOUR
BOARD OF DIRECTORS
4.01 The affairs of the “H” Association shall be managed by its Board of Directors.
4.02 Composition. The Board of Directors will have no more than twenty-seven (2) members as follows:
One Chairman of the Board who will also serve as President who, subject to the qualifications for this position described in Article Five below, will be elected by the voting members at the "H" Association general meeting.
Fifteen members elected by the voting members at the "H" Association general meeting.
The "other" Officers of the "H" Association selected and subject to the qualifications for these positions described in Article Five below.
Up to seven (7) of the past presidents of "H" Association appointed by the president of the "H" Association between August 1 and August 7 of each year.
The Chairman of the Board and the fifteen elected members shall be elected at the general meeting as a "slate" by the voting members at the "H" Association general meeting. The Chairman of the Board will serve a two-year term and each elected member will serve a one year term. The slate will be nominated by the Past Presidents of the "H" Association. Only those members in good standing of one year may be nominated by the Past Presidents. The Chairman of the Board must have been an officer of the "H" Association for at least the two years immediately prior to be nominated to the "slate."
All Past Presidents of the “H” Association shall be non voting members of the Board of Directors.
4.03 A regular annual meeting of the Board of Directors shall be held without other notice than concurrent with these by-laws.
4.04 Special meetings of the Board of Directors may be called by or at the request of the President or any five (5) 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.
4.05 Notice of any special meeting of the Board of Directors shall be given at least seven (7) days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the “H” Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. 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 is 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 be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
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 Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
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 by-laws.
4.08 Any vacancy occurring among the fifteen elected members of the Board 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 predecessor in office.
4.09 [New] Requirements of each member of the Board of Directors. Each member of the board of directs shall;
Attend 75% of all regularly scheduled meetings
Work one football tailgate party, including front desk and clean-up as randomly assigned by the chairman of that committee.
Work two basketball game parties, including front desk and clean-up as randomly assigned by the chairman of that committee.
Serve on one other standing committee of the director's choice
Past president members of the board are excused from all but the 75% attendance requirement. Failure of any other member of the board of directors to meet these requirements renders that director ineligible for re-election to the board for one year.
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 all of the Directors.
ARTICLE FIVE
OFFICERS
5.01 The officers of the “H” Association shall serve two (2) year terms and shall be a President, a First Vice-President, a Second Vice President, a Secretary, a Treasurer, and no more than one (each) assistant secretary and assistant treasurer.
5.02 The other Officers (other than the President) of the “H” Association shall be nominated as a slate by the Past Presidents and that "slate" appointed or rejected as a whole by the Current Chairman of the Board/President. To be nominated to be an officer, a member must have served on the Board of Directors for at least two years.
5.03 Any officer or director elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the “H” Association would be served thereby.
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 the term.
5.05 President: The President shall be the principal executive officer of the “H” Association and shall in general supervise and control all of the business and affairs of the “H11 Association. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the “H” Association authorized by the Board of Directors, any and all checks, bonds, contracts, or other instruments of the “H” Association.
5.06 Vice-President: In the absence of the President or in the event of his inability or refusal to act, the Vice-President (or in the event there by 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 powers 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 by the President or Board of Directors.
5.07 Treasurer: Treasurer shall not be required to give a bond for the faithful discharge of his duties. He shall have charge and custody of and be responsible for all funds and securities of the “H” Association; receive and give receipts for moneys due and payable to the “H” Association from any source whatsoever, and deposit all such moneys in the name of the “H” Association in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article VII of these by-laws; annually at the end of each fiscal year submit a financial statement to the Board; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
5.08 Secretary: The Secretary shall keep the minutes of the meeting of the members and of the Board of Directors in one or more books provided for that purpose; provide upon request copies of the minutes of the meetings to each Board Member; give all notices in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the “H” Association, and affix the seal of the “H” Association to all documents, the execution of which on behalf of the “H” Association under its seal is duly authorized in accordance with the provisions of these by-laws; keep a register of the post-office 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 by the President or by the Board of Directors.
5.09 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 SIX
COMMITTEES
6.01 The President or the Board of Directors may designate and appoint one or more committees, each of which shall consist of two or more Members, which committees, to the extent provided in said resolution shall have and exercise the authority of the Board of Directors in the management of the “H” Association. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the by-laws; electing, appointing or removing any member of any such committee or any Director or Officer of the “H” Association; amending the articles of incorporation; 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, by law.
6.02 Each member of a committee shall continue as such until the next annual meeting of the members of the “H” Association and until his successor is appointed, unless the committee shall be sooner terminated by the Board, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
6.03 One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
6.04 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.
6.05 Unless otherwise provided in the resolution of the Board of Directors, 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.
ARTICLE SEVEN
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
7.01 The Board of Directors may authorize any officer or officers, agent or agents of the “H” Association, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the “H” Association. Such authority may be general or confined to specific instances.
7.02 All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the “H” Association shall be signed by such officer or officers, agent or agents of the “H” Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the “H” Association for all amounts over $500.00.
7.03 All funds of the “H” Association shall be deposited from time to time to the credit of the “H” Association in such banks, trust companies, or other depositaries as the Board of Directors may select.
7.04 The Board of Directors may accept on behalf of the “H” Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the “H” Association.
7.05 Request for funds by the University of Houston Athletic Department, coaches or other interested parties shall be presented and discussed at a Special meeting of the Board of Directors. Approval of these request shall be voted on at the next regular meeting of the Board of Directors. Each year a report of all expenditures shall be provided to the Athletic Director of the University of Houston.
7.06 Notwithstanding, the President and Treasurer shall have the authority to disperse funds without the approval of the Board of Directors, provided such expenses are presented by the Treasurer at the next meeting of the Board of Directors and in no event shall such expenses exceed $500.00 between successive Board of Directors meetings. The President or Treasurer is authorized to sign checks for “H” Association expenditures of less than $500.00.
ARTICLE EIGHT
MEMBERSHIP
8.01 Each current dues paying member in good standing shall be entitled to a membership card or certificate signifying membership in this “H” Association.
ARTICLE NINE
BOOKS AND RECORDS
9.01 The “H” Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members and 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. All books and records of the “H” Association may be inspected by any Member in good standing or his agent or attorneys for any proper purpose at any reasonable time.
ARTICLE TEN
FISCAL YEAR
10.01 The fiscal year of the “H” Association shall begin on the first day of August and end on the last day in July in each year.
ARTICLE ELEVEN
DUES
11.01 The annual dues of each class of member in the “H” Association shall be established yearly by the Board of Directors. The annual dues shall be not less than $20.00. Lifetime membership shall be not less than $350.00.
ARTICLE TWELVE
SEAL
12.01 The Board of Directors shall provide a corporate seal.
ARTICLE THIRTEEN
WAIVER OF NOTICE
13.01 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 by-laws of the “H” Association, 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 FOURTEEN
AMENDMENTS TO BYLAWS
14.01 These by-laws may be altered, amended, or repealed and new by-laws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least seven (7) days written notice is given of an intention to alter, amend, or repeal these by-laws or to adopt new by-laws at such meeting.
ARTICLE FIFTEEN
ADOPTION
15.01 These by-laws, in order to become effective, must be ratified and adopted by a majority of members attending the special meeting designed for such ratification and adoption.
Last Updated on 7/21/05
|
| |
untitled
University of Houston Lettermens' Association
Site best viewed at 800x600 pixel resolution with Microsoft Internet Explorer or Netscape Navigator
| | | © 2008, University of Houston Lettermens' Association. All rights reserved. |
|
|
|
|
