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 BEE COUNTY

CONVENTION & VISITORS BUREAU

BY-LAWS

ARTICLE  I--Name

 The name of the organization shall be the Bee County Convention & Visitors Bureau.

 ARTICLE II--Object

 Section 1:  The Bee County Convention & Visitors Bureau is organized as a non-profit corporation for the purpose of advancing the tourist, convention, educational, charitable and general interests of the City of Beeville, County of Bee, and its trade area.

 Section 2:  Limitation of Methods.  The Bureau shall be nonpartisan and non-sectarian in its activities.

 ARTICLE III--Membership

 Section 1:  Eligibility.  Any individual, association, corporation, partnership or estate may become a member of the bureau upon being submitted for membership by the membership committee, being approved by its Board of Directors and payment of the prescribed minimum dues.

 Section 2:  Members shall enjoy all the rights and privileges of the Bureau including the right to vote, to run for office, to attend its meeting and to serve on its committees.  Membership dues to be determined on the annual need of the Bureau.

 Section 3:  Dues.  Each member shall pay membership dues based on his willingness and ability to pay, provided that the annual amount is not lower than the minimum established by the board of Directors.  (To be determined)  Any changes in the minimum dues structure must be approved by a two-thirds (2/3) vote of the Board of Directors.  All future dues contracted shall be paid annually, semi-annually, quarterly or monthly by statement or draft.

 Section 4:  Delinquency.  If any member shall fail to pay his dues within three (3) months after maturity, a written notice of delinquency shall be sent to him.  If at the end of ten (10) days he still remains delinquent, such action will be construed as an automatic resignation.  No member shall be reinstated without paying such delinquent dues and in no event will a resigned member be charged more than three (3) months dues for reinstatement.

 Section 5:  Resignation.  Any member may resign from the Bureau upon written request to the Board of Directors accompanied by remittance covering the full amount due on his membership pledge.  The death of a member or the removal of his residence from the Bureau shall terminate the membership pledge.

 Section 6:  The Board of Directors is empowered to confer honorary membership in the Bureau by a two-thirds (2/3) vote of members present at a called or regular board meeting.  Honorary membership shall include the privileges of active membership, except that of holding office and voting, and includes exemption from payment of dues.

 ARTICLE IV--Board of Directors

 Section 1:  The corporate powers of the Bureau including the control of its property and the responsibility for the direction of its work shall be vested in a Board of Directors, consisting of twenty-four (24) members, seven (7) of whom shall be elected annually for a term of three (3) years and three (3) to be appointed annually by the Board for a period of one (1) year.  The directors shall fill all vacancies on the Board.  The immediate past president shall remain a member of the Board of Directors for a period of one (1) year.

 Section 2:  The Board of Directors shall establish policies for:  government of the Board, the proper conduct of the business of the Bureau, the guidance of all committee, officers, and employees, provided such action shall not be in conflict with the provisions of these by-laws.  Further, the board shall assume the responsibility that all officers, and employees, provided such action shall not be in conflict with the provisions of these by-laws.  Further, the Board shall assume the responsibility that all officers, appointees and employees of the Bureau function according to these established policies and duties of their respective offices.

 Section 3:  The Directors shall meet not less frequently than once a quarter, at such time and place as will be determined by them.  Eleven (11) members present at any meeting of the Board shall constitute a quorum.  The Directors are expected to attend each meeting unless excused.  An excuse shall be telephoned or written to the executive director prior to the meeting date with exceptions in case of emergencies.

 Section 4:  Four (4) vice-presidents, to be members of the Board of Directors, shall be elected by the Board from the Board of Directors.  After the selection of the vice-presidents, the incoming president-elect will chair a meeting of the newly elected vice-presidents to select a new president-elect.  The president, president-elect and  four vice-presidents will be the executive committee of the Bureau.  The executive director will be an ex-officio member of the executive committee.

 Section 5:  The Board of Directors shall be responsible for the hiring of an Executive Director who is to be the paid administrative officer of the organization.

 Section 6:  At the first meeting of the calendar year, the Board of Directors will adopt a program of work and budget, giving full consideration to the recommendations of the executive committee.  After adoption of the program of work, the Board will authorize the executive committee to administer the program as adopted.  The Board is empowered to add to, or delete from the program of work as it deems necessary, providing such action is not in conflict with the provisions of these by-laws.

 Section 7:  The Board of Directors shall submit in writing a full report of the work and finances of the organization to the membership at the close of the calendar year.

 Section 8:  The president of the Bureau shall cast a vote as a director only in case of a tie.  Each director shall have one vote.

 ARTICLE V--Officers

 Section 1:  The president shall preside at Board meetings, executive committee meetings, and general membership meetings.  He shall exert the type of leadership that causes these groups to function effectively.  He shall be and ex-officio member of all committees.  He shall, at the annual meeting and at such other times as he deems proper, comment to the Board of Director, any committee and the membership, on such matters and make suggestions to promote the prosperity and usefulness of the Bureau.  The president will serve as the public emissary of the organization striving to improve the public image of the Bureau.  The president will work closely with the executive vice-president who shall keep him advised as to the performance of the organization.  In all Bureau business the president shall function according to the policy established by the Board of Directors.

 Section 2:  The president-elect will serve as president of the Bureau for one (1) year immediately upon expiration of his term of office as president-elect.  The president-elect will inform himself as to the duties of the president of the Bureau in order that he will be better qualified to serve when he becomes president.  The president-elect will serve as a member of the executive committee and the Board of Directors.

 Section 3:  The president-elect will preside in the absence of the president and shall serve as Treasurer supervising the staff in maintenance of the budget, co-signing checks and causing quarterly financial statements to be presented to the Board of Directors.

 Section 4:  The executive committee shall be composed of the president, who shall serve as chairman, the president elect, and four (4) vice-presidents, which shall constitute the voting members of the executive committee.  The president shall vote in case of a tie.

 Section 5:  The executive committee shall be the chief administrative body of the Bureau and shall be responsible to the Board of Directors.  The committee shall make certain that the objectives of the Bureau are accomplished as set out in the Bureau’s program of work, budget, and policies, as adopted by the Board of Directors.  In the event of any resignation or death of an officer, the Executive Committee will vote and name a replacement within 60 days of such resignation or vacancy of office by an officer.  Any new officer named under this procedure shall serve the balance of the unexpired term of the officer being replaced.

 Section 6:  The executive committee shall accomplish the objectives of the Bureau by dividing the program of work into specific divisions of responsibility.  Each vice-president shall be responsible for a division and shall be an ex-officio member of every committee in his division.  He shall recommend committee chairman appointments to the president.  He shall recommend dismissal of any committee chairman who does not function according the responsibility he has assumed.

 Section 7:  The executive committee shall report quarter-annually to the Board of Directors on the progress of work and future needs of the Bureau and make such recommendations as seem desirable.

 Section 8:  The executive director is employed by and responsible to the Board of Directors, to serve as its executive officer.  He is an ex-officio member of all committees and shall function according to the policy established by the Board of Directors.

 ARTICLE VI--Election of Directors

 Section 1:  The Board of Directors shall be elected by ballot or ballots mailed to each Bureau member in good standing.  To be in good standing, members shall have paid dues for at least the past quarter.

 Section 2:  In September of each year, the president shall appoint, subject to the approval of the Board, the Nominating Committee.  this committee shall consist of the president-elect as chairman and four (4) past presidents.  It will be the duty of this committee to conduct the election as prescribed in these by-laws.

 Section 3:  The Nominating Committee shall prepare a membership roster consisting of members in good standing as defined above.  A Director shall not be eligible for reelection until one(1) year has lapsed following his term of office.  From the list, the Nominating Committee shall prepare a slate of candidates double the number of vacancies to be filled.

 Section 4:  The Nominating Committee, by personal interview, shall make certain that each prospective candidate is aware of, and is willing to assume the responsibility of a director if elected.  If a nominee requests that his name be withdrawn from nomination, the Committee will select a new candidate to fill the vacancy by the same procedure set out above.

 Section 5:  A list of the qualified nominees who have stated their willingness to serve as a director shall be delivered to the president who shall declare the candidates nominated at the next meeting.  He shall instruct the staff to list the names of the nominees in alphabetical order for immediate publication.  The membership shall have the right to nominate additional candidates by filing a petition with the executive director containing the signature of not less than twenty-five (25) members in good standing.  Such petitions shall be filed within ten (10) days of the date of mailing.  The Nominating Committee shall qualify any such additional candidates a sprescribed above in Article VI, Section 4.

 Section 6:  Ten (10) days after publication of nominees, ballots shall be mailed to the membership to be returned within fifteen (15) days after the date upon which the ballots are mailed out.

 Section 7:  On the day following the closing date of the election, the Nominating Committee will meet to canvass the election ballots.  The number of vacancies to be filled shall be declared elected and so reported to the Board of Directors.  In case of a voting tie, the Nominating Committee will prepare a run-off ballot consisting of the unelected names with the highest  equal number of votes, permitting each member to vote for as many names as there are unfilled places.  these ballots shall be returned no later than the December Board meeting date.

 ARTICLE VIII--Committees

 Section 1:  The president shall appoint or authorize the appointment of such standing committees and special committees as may be deemed necessary to accomplish the program of work of the Bureau.

 Section 2:  All projects to be undertaken by the various committees shall be approved and clearly defined by the vice-president of each division prior to the committee’s appointment.  A written outline of such projects shall be furnished to the chairman and to each member, with instruction as to general committee procedures.

 Section 3:  Each committee chairman shall assumed the responsibility that his committee works toward accomplishing the goals set forth for them in the program of work.  He will, with the vice-president of his division, submit monthly reports to the executive committee.  The executive director is his consultant.

 Section 4:  No resolution, report, or other communications of a committee which purports to reflect the attitude of the Bureau shall be made available to the membership of the Bureau or to the public without prior approval of the executive committee.

 Section 5:  In the event any committee fails to discharge the duties assigned to it with reasonable promptness, such committees may be discharged by the president, who shall report his action to the Board of Directors, and thereupon appoint a new committee.

 Section 6:  The president and the executive director shall be ex-officio members of all committees.  Each vice-president shall be an ex-officio member of committees in his division.

 Section 7:  Meetings of any committee may be called at any time by the committee chairman, the division vice-president, or by the president.

 Section 8:  The Bureau shall maintain an updated goals program through a special committee, consisting of immediate three (3) past presidents and two (2) additional members of their selection.

 ARTICLE IX--Disbursements

 Section 1:  No disbursements of the funds of the Bureau shall be made unless the same shall have been approved by the Board of Directors.  All disbursements shall be made by check.  Checks shall be signed by the president-elect.  In the absence of one of the above, checks may be signed by the president.

 Section 2:  Upon approval of the budget the executive director is authorized to make disbursements on account of expenses provided for in the budget without additional approval of the Board of Directors.

 ARTICLE X--Calendar Year

 Section 1:  The calendar year of the Bureau shall end the last day of December and begin on the first day of January.  All officers and directors shall take office on the first day of January.

 ARTICLE XI--Parliamentary Procedure

 Section 1:  Proceedings of the Bureau’s various meeting shall be governed by and conducted  according to the latest edition of Roberts Manual of Parliamentary Rules.

 ARTICLE XII--Amendments

 Section 1:  These by-laws may be amended or altered by a two-thirds (2/3) vote of those present at any regular or special meeting of the general membership of the Bureau, or by mail ballot of all members in good standing.

 Section 2:  Notice of meetings at which such amendments are to be considered must be given at least five (5) days prior to the time of the meeting.

 

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