DOCUMENTATION
STATE GUARD ASSOCIATION OF TEXAS BY-LAWS
CREATION DATE: 01 December 2018
ADOPTED: 10 January 2019
AMENDED: 19 September 2019
Article III Board of Directors Change
See Minutes of Sept 19, 2019 Board Meeting
STATE GUARD ASSOCIATION OF TEXAS BY-LAWS
The name of this association shall be "State Guard Association of Texas."
GENERAL PROVISIONS:
- 1 The Association shall be organized and operated for the good of the Texas State Guard as a whole and will never be used as a vehicle for personal gain for any individual, unit; political or otherwise.
- 2 The State Guard Association of Texas is not an instrumentality of the Texas State Guard, The Texas Military Department or the State of Texas. It will be self-sustaining.
- 3 The State Guard Association of Texas supports the Texas Military Department policy of equal opportunity and does not discriminate in membership eligibility on the basis of race, color, religion, national origin, or gender.
- 4 The State Guard Association of Texas is not a Chapter in the State Guard Association of the United States.
PURPOSE:
The purpose of the State Guard Association of Texas shall be:
- 1 To promote and support adequate State security.
- 2 To foster and improve the Texas State Guard as a component for the security of the State of Texas.
- 3 To preserve and perpetuate the history and traditions of the Texas State Guard.
- 4 In order to promote the best interest of the Association and the purpose for which it was formed, shall have the power to receive and collect membership dues, accept contributions, and may acquire, hold, take by gift, devise and purchase property, either real or personal and invest its funds therein. It may sell and dispose of such property and create obligations when it appears to be for the best interest of the Association. However, no sale or disposition of any of the assets of this Association shall be made in any manner inconsistent with the Texas Nonprofit Corporation Act. All income or increase from whatever source derived shall be used exclusively to promote the purpose for which the Association is organized. The Board of Directors shall prescribe the method of taking title to real property and the method of managing or disposing of the same.
- 5 To provide for the support and education for the members of the Texas Military Forces and the Texas State Guard.
- 6 To provide an opportunity for all members of the Texas State Guard, active, discharged and retired to enhance the mission and scope of the organization.
- 7 The Association may from time to time have the need of full or part-time employees. It may at some point appoint either a full or part-time Executive Director. The Board of Directors shall have the authority to prescribe the duties and compensation of any full or part-time employee. Unless delegated to a specific role in the organization, the Board of Directors will be responsible for hiring and/or terminating of all employees based on majority vote of the Board.
- 8 In the event this Association shall be dissolved, application and distribution of assets shall be made in accordance with the terms of Article 1396-6.02 of Corporation Act. Any assets not required to retire existing bona fide obligations of this Association shall be distributed to such organization or organizations chosen by a majority vote of the Board of Directors, provided such donor organization or organizations shall be qualified as an exempt organization under Section 501(c) of the Internal Revenue Code of the United States, as amended. Furthermore, no distribution shall be made upon such dissolution to any officer director, nor any member of this Association except as such distribution shall be made in settlement of a bona fide indebtedness to the Association due such person.
ARTICLE I - MEMBERSHIP
Section 1 - Qualifications for Membership
The membership of this Association shall be composed of:
a. Annual Members - Texas State Guard persons who are serving Active, or who have been transferred to the Honorary Reserve, Ready Reserve or have been Honorably Discharged from the Texas State Guard. Members who take advantage of the one, three, or fiveyear membership payment options shall be considered Annual Members.
b. Life Members - Any officer or any enlisted person:
1. who is an annual Member and any former officer or enlisted person, or
2. who has been separated from the Texas State Guard under honorable conditions. and who has currently paid annual dues. may be elected by the Board of Directors to Life membership upon payment by such officer or enlisted person of an amount equal to ten (10) times the annual dues charged an officer.
Partial payment may be accepted but full payment must be made within twelve (12) months or all partial payments received shall be forfeited. No further dues shall be required of Life Members.
c. Life Associate Members - Any person who is interested in and dedicated to the purposes of this Association may be elected by the Board of Directors to Life Associate Membership upon payment by such person of a certain sum determined, from time to time, by the Board of Directors. No further annual dues shall be required of Life Associate Members, provided further, that should an Associate Life Member become eligible thereafter for membership in the
Association in a capacity other than as an Associate Member, that person shall be entitled to receive credit for such sum against the then current dues for Life Membership should that person desire to become a Life Member of the Association. In such circumstances, that person shall become eligible for Life Membership upon payment of the difference between the then current dues for Life Membership and such sum. Life Associate Members shall not be eligible to vote at any Annual Meeting of the Association.
d. Associate Members - Any person including Texas State Guard personnel called to Federal Service, and including Texas National Guard personnel, who are interested in and dedicated to the purposes of the Association upon annual election by the Board of Directors, and payment of the annual dues shall be an Associate Member.
e. Honorary Member - The Governor of the State and any former officer, warrant officer or enlisted person may be elected to Honorary Annual Membership by the Board of Directors. Annual dues for Honorary Membership are not required.
f. Corporate Member – Any non-affiliated organization or person may become a Corporate Member with no vote. Membership annual dues will be determined, from time to time by the Board of Directors.
Section 2 - Annual Dues and Renewal
a. Annual Member Dues:
| 1 Year | 3 Year | 5 Year | |
|---|---|---|---|
| Enlisted/NCO | $14 | $25 | $40 |
| Officer | $20 | $40 | $65 |
| General Officer | $30 | $55 | $85 |
Life Member Dues $300 all ranks.
b. Dues may be changed by the affirmative vote of the members of the Board of Directors, or as may be otherwise provided by the By-Laws.
c. Membership Year - The membership year shall coincide with the annual year of the Association and shall commence on January 1 and end on December 31 of each year. Those persons initially joining the Association between October 1 and December 31 of any membership year shall be entitled to membership through the next membership year.
Section 3 - Identification
a. An appropriate membership card shall be issued to each Annual Member, Life Member and Associate Member of this Association.
b. A ribbon previously designated as the “Texas State Guard Association” and “Texas State Guard Nonprofit Association” ribbon will also be issued when joining the State Guard Association of Texas. The ribbon is renamed “State Guard Association of Texas” ribbon.
c. Only Members of whatever membership category whose dues are current are authorized to wear the ribbon. The State Guard Association of Texas will periodically send a roster to Major Unit Commanders of currently paid up Members for their use in insuring only authorized ribbons are worn by their Members.
d. A full-size medal and a miniature medal are available for purchase by Members whose dues are current. These medals may be worn according to current Texas State Guard, Texas Military Department and service uniform regulations for the wear of medals.
Section 4 - Representation and Voting
a. The right to be a delegate at the Regular Annual Meeting or at any Special Meeting of the Association shall be limited to:
(1) Annual Members
(2) Life Members
whose current dues were paid not less than sixty (60) days before the meeting at which the Members desires to be a delegate and vote.
b. The right to vote on any matter submitted at such meeting of the Association shall be limited to Members meeting the qualifications as set out in Article I, Section 4, a. above who are duly registered at the meeting and who are personally present and voting.
ARTICLE II - OFFICERS
Section 1 - Officers
The officers at the Association shall be:
a. A President
b. A First Vice President
c. A Second Vice President
d. A Secretary
e. A Treasurer
f. The Immediate Past President
g. Such other officers, including a Finance Officer, as the Board of Directors may, from time to time, deem to the best interest of the Association and elected by majority vote of the Board.
Section 2 - Election of Officers and Qualifications
a. All officers of the Association shall be elected by a majority vote of the qualified voting members of the Association and shall hold office for one (1) year or until their respective successors are duly elected and qualified. All officers of the Board will be limited to a tenure of three (3) years in that office.
b. Only Non-currently serving (Honorably Discharged, Honorary Reserve, and Ready Reserve) Members of the Association whose current dues were paid not less than sixty (60) days before the Annual Meeting and Life Members shall be eligible for election as Officers of the Association. Membership on the Board of Directors shall not be a qualification for any Officer. Notwithstanding any other provisions of these By-laws, the Association may elect to the Office of Secretary or Treasurer any Associate Member of the Association who has, in the opinion of the eligible voting membership and the Nominating Committee, by past participation and deed demonstrated dedication to the purpose of the Association. Should an Associate Member be elected Secretary or treasurer, for so long as serving in such office, that person shall be a Member of the Board of Directors under terms of Article III, Section 1, a.
c. If, an elected Officer, for any reason be unable to serve his full term of office, he shall be replaced by the next Officer in line of progression First Vice President through Treasurer and the resulting vacancy shall be filled by an appointment made by a majority of the Board of Directors. In the event the next Officer in line fails or refuses to fill the vacancy the Board of Directors will appoint a person to fill the vacancy.
Section 3. Duties of Officers
The duties of the Officers of the Association shall be as prescribed in Article VIII of the By-Laws of the Association, together with such additional duties as may be delegated by the Board of Directors.
ARTICLE III - Board of Directors
The Board of Directors shall consist of the elected Officers of the Association plus the Board Members from the Major Units Components listed below. Each Major Unit Component (Regional Commands) plus Headquarters, Texas State Guard shall have two (2) representatives elected by Association Members assigned to those Units as their representatives. The affairs of the Association shall be under the control and direction of the Board of Directors.
Section 1 - Qualifications of Directors
a. Only non-currently serving Members as defined in Article II, Section 2, a., above of the Texas State Guard who are Annual, or Life Members of the Association are eligible for election as Officers of the Association, except that an Associate Member duly elected Secretary or Treasurer will be a Member of the Board of Directors.
b. Of the two Directors from each Major Unit Component as described in Article III - Board of Directors above at least one (1) shall be an enlisted person and at least one shall be a commissioned officer. Acceptance of a commission by the enlisted Member shall constitute a resignation from the Board of Directors effective at the date of the next election but such person may continue to serve as a Director until such election.
c. If, after election to the Board, a Director is transferred from a Major Unit Component from which elected, but remains as an active Texas State Guard Member, then with the Executive Board shall have the power to continue the appointment of that Board member until the first election of Directors following the transfer and a successor shall then be elected for the unexpired term.
d. If, after election to the Board, a Director is separated from serving as an Active Texas State Guard Member under honorable conditions (Discharged, Transferred to the Honorary Reserve or the Ready Reserve), that Director may be permitted to serve until the next election of Directors following their separation and a successor shall then be elected for the unexpired term.
Section 2 - Election of Officers
a. Officers of the Association as described in Article II, Section 1, shall be elected by a majority vote of the qualified Members present and voting at the regular Annual Meeting of the Association and shall hold office for the term for which they are elected and until their respective successors are duly elected and qualified.
b. At each Annual Meeting there shall be two (2) Directors elected from each Major Unit Component and Headquarters, Texas State Guard of which one shall be elected for a two (2) year term and one shall be elected for a one (1) year term. If there shall be a vacancy in the two (2) year term position not scheduled for election in any year a Member shall be elected for the unexpired portion of such term.
c. Notwithstanding the three (3) year tenure in office in Article II, Section 2, a., no person may serve as Director for more than two (2) consecutive terms.
Section 3 - Interim Appointments
Any vacancy occurring on the Board of Directors or in an elective office between regular Annual Meetings of the Association shall filled by appointment by the Officers of the Association in their capacity as the Executive Board and said appointees shall serve until the next following regular Annual Meeting of the Association, at which time such vacancies shall be filled by regular elections.
Section 4 - Executive Committee
a. An Executive Committee shall be the elected officers of the Association as listed in Article II, Section 1, above.
b. The Executive Committee shall have the power to carry on routine functions of the Association between meetings of the Board.
ARTICLE IV - Annual Meeting
Section 1 - Meetings
A regular Annual Meeting of the Association shall be held at such time and place as may be designated by the Board of Directors, this designation to be made no later than thirty days following the previous Annual Meeting.
Section 2 - Nominations and Elections
a. All officers and directors to fill positions on the Board, the terms of which are expiring, shall be elected at the regular Annual Meeting of the Association.
b. The Nominating Committee shall submit to the Annual Meeting its nominees for all officer and directors to be elected.
c. Additional nominations for officers or the Association may be made from the floor by Members qualified to vote.
d. Members qualified to vote may make additional nominations for Directors of the Association from the floor.
e. All new officers and directors elected at the Annual Meeting will take office immediately upon adjournment of that Annual Meeting in which elected.
Section 3 - Special Meetings
a. Special meetings of the Board of Directors shall be held upon call by the President or by and with concurrence of any two officers elected at the previous Annual Meeting. Due notice shall be given as outlined in Article IV, Section 3, c., below.
b. Special meetings of the Association shall be held upon call by the President or by a majority of the Board of Directors; and shall be held at such time and place as may be designated in the call. Due notice as outlined in Article IV, Section 3, c., below is required.
c. Due notice as used herein, is a notice of meeting, time and place, mailed, emailed, Faxed, or electronically messaged to the provided mobile phone number not less than fifteen (15) days prior to the meeting to all voting Members of the Association or Board of Directors, whichever is called.
ARTICLE V - Quorum
Section 1- Annual Meetings and Special Meetings
A quorum for the Association shall be a total of ten (10) persons of the then current paid up Members qualified to vote under requirements of Article I herein.
Section 2 – Executive Committee, Board of Directors and Committees
A majority of the Executive Committee, of the Board of Directors and of a Standing Committee or a Special Committee shall constitute a quorum thereof respectively.
Section 3 - Recess and Continuation
a. In the event a quorum not be present, the Members in attendance may recess from time to time until a quorum is present.
b. Once a quorum is present it shall continue in effect and the meeting continued for all purposes regardless of the continuation of the quorum.
c. For purposes of a quorum of the Executive Board or the Board of Directors, in person, telephonic, conference call or other types of remote two-way communications are considered the same as a personal appearance.
ARTICLE VI - Committees
Section 1- Standing Committees
The Standing Committees of the Association shall be:
a. Credentials
b. Resolutions
c. Nominations
d. Membership and Education
e. Military History
Section 2 - Special Committees
The President of the Association may appoint such Special Committees as deemed necessary. The membership thereof shall consist of such Members as the President of the Association may determine.
Section 3 - Membership Duties and Authorities
a. The membership, function, authorities and duties of the several Standing Committees shall be provided in the Association By-Laws.
b. The President shall designate the membership, functions, authorities and duties of the Special Committees.
ARTICLE VII - Amendments
These By-Laws may be amended by the affirmative vote of the majority of voting Members present at any regular Annual Meeting or at any Special Meeting called for the purpose by the President or the Board of Directors. Proposed amendments to the By-Laws shall be presented to the President of the Association not later the first day of June of the year in which the amendment is to be considered by the membership. The President shall be responsible for posting the amendments on the Association website and informing the eligible voting membership by United States Postal Service mail, mailing service (UPS, FEDEX, etc.), email, FAX or electronic message at least thirty (30) prior to the date of the Annual Meeting at which the proposed amendments are to be considered.
Article VIII - Duties and Powers of Officers
Section 1 - President
The President shall be the presiding Officer/Chairman of the Board and shall preside at the regular Annual Meeting and at all Special Meetings of the Association. The President is charged with the direction of all affairs pertaining to the Association between the Annual Meetings and shall, from time to time, (i) call meetings of the Board of Directors, (ii) appoint committees, (iii) shall be a member ex-officio of all committees, (iv) make arrangements for Annual and Special Meetings, (v) be responsible for the location and operation of the headquarters office of the Association, subject to the approval of the Board of Directors, (vi) have authority to incur such incidental expenses as may be necessary, (vii) employ such personnel, and other clerical assistance, for and a behalf of the Association as may be necessary, (viii) and assign to them such duties as may be advisable and fix the rate and amount of their compensation, with approval of the Executive Committee. The President shall also have authority to appoint a Judge Advocate General, and when it is advisable and assign such duties as are usually incident to the office. The President shall also have authority to appoint a Chaplain and assign such duties as advisable. An annual report to the Association shall be made.
Section 2 - First Vice President
The First Vice President shall perform the duties of the President during the absence or disability of the President and President Elect. In case of death, resignation or removal from office of the President Elect, he shall become President Elect of the Association for the unexpired term.
The First Vice President shall be responsible for the program and activities of the regular Annual Meeting of the Association. The First Vice President shall also be chairman of the Membership Committee.
Section 3 - Second Vice President
The Second Vice President shall perform the duties of the President during the absence or disability of the President, President Elect and First Vice President. In case of death, resignation or removal from office of the First Vice President, he shall then become First Vice President of
the Association for the unexpired term. The Second Vice President shall assist the First Vice President in his responsibilities for the program and activities of the regular Annual Meeting of the Association.
Section 4 - Immediate Past President
On the election of a new President of the Association, the predecessor shall automatically become the Immediate Past President and as Immediate Past President shall also be an ex-officio non-voting Member of the Board of Directors by virtue of an unexpired term.
Section 5 - Secretary
The Secretary shall have charge of the office of the Association and all records pertaining thereto, including those of the Board of Directors, and shall be a Member of the Board of Directors. The Secretary shall be responsible for keeping the minutes of meeting and any other documents (electronic records included) of the association. They shall keep a record of all Members of the Association, Annual, Life, Life Associate, Associate, Honorary and Corporate, as defined in Article I, Section 1, hereof.
Section 6 - Treasurer
The Treasurer shall receive and receipt for and be custodian of all funds of any nature whatsoever due the Association and such contributions as may be made to it and deposit same in the name of the Association in a bank or banks or a trust company or companies to be designated by the Board of Directors. The Treasurer shall pay all bills and claims against the Association when such bills and claims have been approved by the President of the Association or any Office of the Association authorized by the President to do so. The Treasurer shall furnish such bond as may be required by the Board of Directors, the premium for which shall be paid from funds of the Association.
Section 7 - Board of Directors
a. The Board of Directors during the interval between meetings shall carry out the policies adopted. A committee of the Board shall annually audit all financial accounts of the Association and make a report of such audit to the Membership at the next Annual Meeting. The Board of Directors may, if and when it deems it advisable, order an audit of the books and finances of the Association by a Certified Public Accountant. The Board of Directors shall have authority to call a Special Meeting of the Association by a majority vote of the Board. The Board of Directors shall have authority to designate time and place of the next Annual Meeting when not fixed by the Annual Meeting. The Board of Directors shall announce the date of the next Annual Meeting within thirty (30) days after the May meeting of the Board of Directors. In the event the time and placed fixed for the next Annual Meeting is for any reason cancelled. the Board of Directors shall fix the time and place for such next Annual Meeting.
b. The Executive Committee shall be the duly elected Officers of the Association. This Committee shall have the power to carry on the usual routine duties of the Association when the Board of Directors is not in session.
Section 8 - Terms of Office
The term of office of the Officers of the Association as defined in Article III, Section 3, above shall begin at the conclusion of the meeting at which they are elected, and shall continue until their successors are duly elected and qualified. No Officer may serve more than 3 consecutive years in any Officer position. Notwithstanding the 3-year term of office for elected Officers, Members of the Board of Directors elected from the Major Unit Components of the Texas State Guard may serve no more than two (2) terms as a Director.
Section 9 - Removal from Office
Any Officer of this Association may be suspended or removed from office for inefficiency, for conduct grossly detrimental to the interests of this Association, or for any grave cause, by a two-thirds vote of the Board or Directors.
ARTICLE IX - Standing Committees
Section 1- Credentials Committee
The Credentials Committee shall be appointed by the President of the Association and shall be composed of two Members of the Board of Directors. This committee shall examine the credentials of the representatives of the meeting, determine their eligibility, and make a report to the meeting.
Section 2 - Resolutions Committee
The Resolutions Committee shall consist of (1) Member of the Association from each Texas State Guard Major Unit Component and at least three (3) Members of the Board of Directors appointed by the President of the Association. This Committee shall consider all resolutions presented and make its recommendations to the next Membership Annual Meeting. Nothing contained in this Section shall preclude the submission of resolutions from the floor.
Section 3 - Nominations Committee
The Nominations Committee shall consist of one (1) member of the Association from each Texas State Guard Major Unit Component, and no less than 3 members of the current Board of Directors as appointed by the President of the Association. This Committee shall report to the Annual Meeting its recommendations for the Board of Directors to replace Members whose terms expires for the ensuing year. Noting contained in this Section shall preclude submissions of further nominations from the floor.
Section 4 - Membership and Education Committee
a. Field of Membership - Membership of this Committee will be the number deemed by the President to be representative of the population of the state and the location of Texas State Guard Major Units Components.
b. Administration of Memberships - Applications for membership under Article I of the By-Laws shall be submitted utilizing appropriate forms provided by this Committee; such forms shall provide the Member's name, rank, mailing address and Major Unit Component of assignment. The application forms, together with payment for dues attached shall be forwarded to the Secretary of the State Guard Association of Texas for administrative audit.
c. Responsibilities - This Committee shall develop and recommend to the Board of Directors membership policies of the Association. This Committee shall recommend actions that will increase membership and insure that membership benefits are publicized and policies in place to support the Texas State Guard in its mission. The Chairperson shall be responsible for proper expenditures of all funds provided to support the work of this Committee. An annual report shall be rendered by the Chairperson at the Annual Meeting of the Association.
Section 5. Military History Committee
a. Membership - The Military History Committee shall consist of five (5) members of the Association appointed by the President including one (1) member who shall be designated chairperson of the Committee. Individuals shall be selected for membership on the Military History Committee primarily on their interest and background in history and the Committee shall, insofar as possible, have a wide geographical organizational representation.
b. Term of Appointment - Membership on the Military History Committee shall be for two-year terms with half of the membership and the Chairperson appointed each year. The President shall appoint individuals to interim membership on the Committee or to fill the unexpired term of any Member who ceases to be a Member due to death, resignation or failure to maintain membership in the Association.
c. Duties and Responsibilities - The Military History Committee shall develop and recommend to the Board of Directors plans and projects for study, research and dissemination of the history of the Military Forces of Texas as pertains to the Texas State Guard.
Section 6 - Awards Committee
a. Membership - The Awards Committee shall consist of not less than three (3) current Members of the Association selected by the President and approved by the Board of Directors. Members of this Committee may, or may not be current Members of the Board of Directors.
b. Term of Appointment - Members of this Committee shall serve for a one (1) year term. Nothing contained herein shall preclude a Member from serving successive terms provided the provisions of Article IX, Sec 6, paragraph a, are met.
c. Duties and Responsibilities:
1. The awards Committee shall develop, and recommend to the Board of Directors for approval, a State Guard Association of Texas Awards Program. The Committee shall review the adopted program rules and submit any for change to the Board of Directors at their first regularly scheduled meeting following the Annual Meeting.
2. The Awards Committee shall be charged with the responsibility of reviewing any recommendations for State Guard Association of Texas awards that may be received, from time to time, during the year. The Committee shall review and recommend approval/disapproval on each recommendation for award. Such awards that may be recommended for approval shall be submitted to the President of the Association who shall direct the Secretary to have the necessary awards procured.
3. The Awards Committee shall make an annual report to the Membership at the next Annual Meeting.
Section 7. Sponsorship Committee
Responsibility for soliciting funds to support the function of the Texas Military Department and Texas State Guard activities.
Section 8. Ad Hoc Committees
The President may appoint Members to Ad Hoc Committee(s) with a specific charter and term. At the end of the term the Committee(s) dissolves.
ARTICLE X - Order of Business
Robert's Rules of Order except as herein modified shall govern the Order of Business. The President of the Association shall arrange the Order of Business and program for each meeting.
ARTICLE XI - Seal
This Association shall have a seal that will be circular in form, inscribed in the circle shall be State Guard Association of Texas and a five-pointed star.