These Bylaws are made pursuant to the Texas Non-Profit Corporation Act.
ARTICLE I: NAME
The name of this organization is the TEXAS ALLIANCE OF LAND BROKERS, hereinafter referred to as the TALB or Corporation.
ARTICLE II: OFFICES
Registered Office and Agent
The registered office and registered agent of the corporation shall be as described in the Articles of Incorporation now existing or as amended.
Other Offices
The corporation may also have offices at such other places both within and without the State of Texas as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE III: PURPOSE
The Purpose of TALB is as stated in the Articles of Incorporation filed November 28, 2005, with the Texas Secretary of State.
ARTICLE IV: MEMBERSHIP
1. There shall be three (3) classifications of Membership:
a. Active Members who are duly licensed by the Texas Real Estate Commission to practice real estate and to receive compensation for such practice;
b. Affiliate Members who are interested in the real estate industry from the viewpoint of providing services to the licensed practitioners and are not licensed to practice real estate. They shall be eligible to vote but not eligible to hold elective office.
c. Life Members who are special honorary members who are bestowed by the Board of Directors. There are no geographic, ethnic, religious, sex, race, color, handicap or familial status restrictions for membership. This organization does not discriminate.
2. Prospective members, both Active and Affiliated, must submit an application for membership designating the class of membership desired and their qualifications therefor.
3. Membership applications will be received and reviewed by the organization’s Secretary/Treasurer. If there is a question concerning a prospective member’s qualifications, the application will be submitted to the Board of Directors whose decision shall be final. Prospective Members have the right to appeal to the Board.
ARTICLE V: DUES
1. Current members are to pay their renewal dues on or before January 1 of the membership year. New members are to pay the dues which are effective for them at the time of year in which they are accepted for membership. Prompt payment by all members is encouraged in order to keep the membership roster current. A penalty for late payment may apply.
2. The Board of Directors may change the dues structure at its discretion and must notify the membership of such change. Changes in dues structure shall remain in effect until changed by the Board of Directors.
3. Rules in Section 1 and 2 shall also apply to Affiliate Members on an individual basis.
4. Life members do not pay annual dues.
ARTICLE VI: OFFICERS AND DIRECTORS
General
The Board of Directors shall consist of nine (9) Active members which shall include the three (3) Officers. Five (5) active board members shall be elected for staggered three (3) year terms. The sixth (6) active board member directorship will be filled by the immediate past president for a one year rotating term.
The Board of Directors will have the following duties as well as other duties hereinafter provided:
1. Adopt an annual budget.
2. Be in charge of all association finances and property.
3. Designate a depository for funds and signatories for expenditures.
4. Designate an official headquarters address. (This can change with administrations and Board approval.)
5. Contracts and other obligating instruments shall be signed by the President and Secretary following approval of such documents by the Board of Directors.
The Board of Directors shall have jurisdictional authority over members for violations of professional conduct and for complaints by other members. In all cases, due process will be followed. Censure, probation, suspension or expulsion may be assessed if members are found in violation of TALB bylaws or other state guidelines adopted by the TALB.
ARTICLE VII. ELECTION, QUALIFICATIONS AND NOMINATIONS OF OFFICERS AND DIRECTORS
Licensed real estate members in good standing with tenure of one or more years are eligible for nomination as an officer or director. Affiliate members are not eligible to be nominated or elected as an officer or director. A nominating committee of immediate Past President, President and three (3) Directors, appointed by the President, shall nominate candidates for President, Vice President, Secretary-Treasurer and two (2) directors for the ensuing year, from the eligible members roster. The nomination committee shall meet in October to select nominees. This list of nominees is to be submitted to the general membership for consideration prior to the November membership meeting. Nominations for these elective positions will be accepted from the floor at the November Membership Meeting at which meeting the elections will be held. If there are no nominations from the floor, the list of nominees are to be elected by acclamation. If there is a nomination from the floor, ballots showing the nominating committee choices will be given to each member present to vote for the committee’s choices of the member(s) nominated from the floor. Ballots will be collected and notification of new officers and director will go to all of the membership.
ARTICLE VIII. MEETINGS OF THE TALB
Meetings of the TALB will be monthly at locations designated by the President, which locations shall be in different cities/towns within our area of practice and at locations which will accommodate our members for lunch and the presentation of a topical program.
Quorum for a membership meeting at which business is to be conducted will be 10% of the total membership.
ARTICLE IX. DIRECTORS
Management
The affairs of the corporation shall be managed by the board of directors who may exercise all such powers of the corporation and do all such lawful acts and things as allowed by statute, by the articles of incorporation or by these bylaws.
Change in Number
The number of directors may be increased from time to time by amendment to these bylaws, but no change shall have the effect of shortening the term of any incumbent director. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at the November Membership Meeting.
Removal
Any director may be removed either for or without cause at any special or annual meeting of the Members by the affirmative vote of a majority in number of the Members present in person or by proxy at such meeting and entitled to vote for the election of such director if notice of intention to act upon such matter shall have been given in the notice calling such meeting and the nominating committee recommends the removal action prior to any vote by the Membership.
Vacancies
Any vacancy occurring in the board of directors (by death, resignation, removal or otherwise) may be filled by an affirmative vote of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Election of Directors
Directors shall be elected at the November Membership Meeting.
Place of Meeting
Meetings of the board of directors, regular or special may be held within the State of Texas.
Regular Meetings
Regular meetings of the board of directors may be held with notice at such time and place as shall from time to time be determined by the board.
Special Meetings
Special meetings of the board of directors may be called by the president on three days’ notice to each director, either personally or by mail, e-mail or by telegram. Special meetings shall be called by the vice president or secretary in like manner and on like notice on the written request of two directors. Except as otherwise expressly provided by statute, or by the articles of incorporation, or by these bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need by specified in a notice or waiver of notice.
Majority Vote
At all meetings of the board of directors, a majority of the number of directors fixed by these bylaws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as otherwise specifically provided by statute or by the articles of incorporation or by these bylaws. If a quorum is not present at a meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Compensation
By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of the executive committee or of special or standing committees may, by resolution of the board of directors, be allowed like compensation for attending committee meetings.
Procedure
The board of directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the corporation.
Action Without Meeting
Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the board of directors. Such consent shall have the same force and effect as a unanimous vote at a meeting. The signed consent, or a signed copy shall be placed in the minute book.
ARTICLE X: NOTICE
Method
Whenever by statute or the articles of incorporation or these bylaws, notice is required to be given to a director and no provision is made as to how the notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given (a) in writing, by mail, postage prepaid, addressed to the director at the address appearing on the books of the corporation, or (b) in any other method permitted by law, including e-mail. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is thus deposited in the United States’ mail.
Waiver
Whenever, by statute or the articles of incorporation or these bylaws, notice is required to be given to a director, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE XI: OFFICERS AND AGENTS
Number; Qualification; Election; Term
The corporation shall have:
(1) A president, a vice president, and a secretary-treasurer; and
(2) Such other officers (including a chairman of the board of directors and additional vice-presidents) and assistant officers and agents as the board of directors may deem necessary.
Officers named above shall be elected by the Members pursuant to Article V hereof.
Removal
Any officer may be removed either for or without cause at any special or annual meeting of the Members by the affirmative vote of a majority in number of the Members present in person or by proxy at such meeting and entitled to vote for the election of such director if notice of intention to act upon such matter shall have been given in the notice calling such meeting and the nominating committee recommends the removal action prior to any vote by the Membership.
Vacancies
Any vacancy occurring in any office of the corporation (by death, resignation, removal or otherwise) may be filled by the board of directors.
Authority
Officers and agents shall have such authority and perform such duties in the management of the corporation as are provided in these bylaws or as may be determined by resolution of the board of directors not inconsistent with these bylaws.
NO OFFICER OR DIRECTOR INDIVIDUALLY HAS THE AUTHORITY TO BIND THE ASSOCIATION TO ANY DEBT, OBLIGATION OR CONTRACT, ORAL OR WRITTEN.
Compensation
The compensation of officers and agents shall be fixed from time to time by the board of directors.
President
The person acting as president shall be the chief executive officer of the corporation; he shall preside at all meetings of the board of directors, shall have general and active management of the business and affairs of the corporation, and shall see that all orders and resolutions of the board of directors are carried into effect. He shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe.
Vice President
The Vice Presidents in their order of seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the president, perform the duties and have the authority and exercise the powers of the president. They shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe.
Secretary
The secretary shall attend all meetings of the board of directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the executive committee when required.
He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors.
He shall keep in safe custody the seal of the corporation, and when authorized by the board of directors or the executive committee, affix the same to any instrument requiring it and when affixed it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.
He shall be under the supervision of the president. He shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe or as the president may from time to time delegate.
Assistant Secretary
The assistant secretaries in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and have the authority and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe or as the president may from time to time delegate.
Treasurer
The person acting as treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation.
If required by the board of directors, he shall give the corporation a bond in such form, in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
He shall perform such other duties and have such other authority and powers as the board of directors may from time to time prescribe or as the president may from time to time delegate.
Assistant Treasurer
The assistant treasurers in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and have the authority and exercise the powers of treasurer. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe or the president may from time to time delegate.
ARTICLE XII: INDEMNIFICATION
When Indemnification is Required, Permitted, and Prohibited
The Corporation shall indemnify a director, officer, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise. However, the Corporation shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Corporation’s best interests. In a case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation shall not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted.
The termination of the proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation.
The Corporation shall pay or reimburse expenses incurred by a director, officer, committee member, employee, or agent of the Corporation in connection with the persons’s appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not a named defendant or respondent in the proceeding.
In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a director, officer, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation shall not indemnify any person in any situation in which indemnification is prohibited by the terms of hereinabove.
Before the final disposition of a proceeding, the Corporation may pay indemnification expenses permitted by the bylaws and authorized by the Corporation. However, the Corporation shall not pay indemnification expenses to a person before the final disposition of a proceeding if: The person is a named defendant or respondent in a proceeding brought by the Corporation, or the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
If the Corporation may indemnify a person under the bylaws, the person may be indemnified against judgments, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. However, if the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
Procedures Relating to Indemnification Payments
Before the Corporation may pay any indemnification expenses (including attorney’s fees), the Corporation shall specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided below. The Corporation may make these determinations and decisions by any one of the following procedures:
(i) Majority vote of the quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding.
(ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding.
(iii) Determination by special legal counsel selected by the Board of Directors by a vote as provided above in (i) and
(ii) or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.
The Corporation shall authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified by above, governing the selection of special legal counsel. A provision contained in the articles of incorporation, the bylaws, or a resolution of the members or the Board of Directors that requires the indemnification permitted above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.
The Corporation shall pay indemnification expenses before final disposition of a proceeding only after the Corporation determines that the facts then known would not preclude indemnification and the Corporation receives a written affirmation and undertaking from the person to be indemnified. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible. The above person’s written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the bylaws. the written undertaking shall provide for repayment of the amount paid or reimbursed by the Corporation if it is ultimately determine that the person has not met the requirements for indemnification. The undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be accepted without reference to financial ability to make repayment.
ARTICLE XIII. DISSOLUTION
Upon the termination of effectiveness of the TALB as a corporation and the winding down of corporation business affairs and the payment of all obligations, the Board of Directors may dissolve the organization in accordance with state law and the distribution of any remaining assets shall be to a 501(c)6 Private Property Rights organization recognized as most effective in the pursuit of the purposes of the TALB objectives.
ARTICLE XIV: GENERAL PROVISIONS
Gifts
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. The Board of Directors may make gifts and give charitable contributions that are not prohibited by the bylaws, the articles of incorporation, state laws and any requirements for maintaining the Corporation’s federal and state tax exempt status.
Books and Records
The corporation shall keep, correct and complete books and records of account and shall keep minutes of proceedings of its board of directors.
Director’s Annual Statement
The board of directors shall present at each annual meeting a full and clear statement of charitable activity and condition of the corporation.
Checks and Notes
All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
Fiscal Year
The fiscal year of the corporation shall be fixed by resolution of the board of directors.
Seal
The corporation seal (of which there may be one or more exemplars) shall contain the name of the corporation and the name of the state of incorporation. The seal may be used by impressing it or reproducing a facsimile of it, or otherwise.
Resignation
Any director, officer or agent may resign by giving written notice to the president or the secretary. The resignation shall take effect at the time specified therein, or immediately if no time is specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Construction
Whenever the context so requires, the masculine shall include the feminine and neuter, the female shall include the male and neuter, the neuter shall include the male and female and the singular shall include the plural, and conversely. If any portion of these bylaws shall be invalid or inoperative, then, so far as is reasonable and possible, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
Further Governance
All of the purposes and powers of the Corporation shall be carried out and exercised exclusively in such manner that the Corporation shall qualify as an exempt organization under Section 501(c)(6) and that contributions to the Corporation shall be deductible under Section 170(c)(2) of the Code or the corresponding provisions of any subsequent federal tax law (Section 170(c)(2)).
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise permitted to an organization described in Section 501(c)(6). The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Corporation may pay reasonable compensation for services rendered to it and make payments and distributions in furtherance of its purposes.
The Corporation shall not engage in any act of self dealing as defined in Section 4941(d) of the Code or corresponding provision of any subsequent federal tax law.
The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code or corresponding provision of any subsequent federal tax law.
The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Code or corresponding provision of any subsequent federal tax law.
The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code or corresponding provision of any subsequent federal tax law.
The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Code or corresponding provision of any subsequent federal tax law.
Upon the winding up and dissolution of the Corporation, all assets of the Corporation remaining after payment of, or provision for payment of, all debts and liabilities of the Corporation, shall be distributed to an organization or organizations recognized as exempt under Section 501(c)(6) and used exclusively to accomplish the purposes for which this Corporation is organized.
The Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(6), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2).
Amendment of Bylaws
These bylaws may be altered, amended, or repealed at any meeting of the board of directors at which a quorum is present, by the affirmative vote of seventy-five percent (75%) of the directors present at such meeting, provided notice of the proposed alteration, amendment, or repeal is contained in the notice of such meeting.
After the Board of Directors has voted upon a proposed alteration, amendment or repeal, the proposed alteration, amendment or repeal shall be presented to the membership at a regularly scheduled meeting for a final approval by the membership by a quorum vote of voting members present.
