Celtic Heritage Society Of The Permian Basin

Celebrating proud Celtic heritage throughout West Texas and Eastern New Mexico

By-laws

THE PERMIAN BASIN CELTIC HERITAGE SOCIETY

(A Texas Non-Profit Corporation)

BY-LAWS

 

ARTICLE I- Business Of The Texas Non-Profit Corporation

 

Section 1.1 Name–   The name of the Texas Non-Profit Corporation is and shall be:

THE PERMIAN BASIN CELTIC HERITAGE SOCIETY,

to be hereinafter called “Society”, DBA The Celtic Heritage Society of the Permian Basin

 

Section 1.2 Scope of Business– The Society may, in furtherance of the purposes and objects thereof, engage in any and all business authorized by its Articles of Incorporation.

 

Section 1.3 Principal Office– The principal office of the Society shall initially be at 4042 Amherst, Odessa, Ector County, Texas 79762, and thereafter at the residence of its Chieftain, who shall file the appropriate Notice with the Secretary of the State of Texas, as required, from time to time.

 

Section 1.4 Other Offices– The Board of Directors may designate places in addition to the principal office in any state, territory, district, or possession of the United States of America and in other countries and the states, territories, districts, or possessions thereof, at which other offices of the Society may be maintained and the business of the Society may be conducted.

 

Section 1.5 Management and Control– The business and property of the Society shall be managed and controlled by its Officers and its Council, which is the name by which the Society’s Board of Directors is called.  The appropriate Officers and the Council of the Society, as hereinafter provided, shall have full power and authority to do and perform every act requisite to the lawful conduct of the business of the Society.

 

Section 1.6 Fiscal Year– The Fiscal Year of the Society shall be January 1 through December 31 of each year.

 

Section 1.7 Registered Agent– The Registered Agent, the Executive Officer, and the Attorney-In-Fact for the purpose of service of process and for such other purposes as may be required by law, shall be the Chieftain of the Society, who shall file appropriate Notice with the Secretary of the State of Texas, as required, from time to time.

 

Section 1.8 Registered Office– The Registered Office shall be the same as the residence of the Chieftain of the Society.

 

Section 1.9 Rules of Parliamentary Order of Procedure, where not otherwise expressly provided by the By-Laws, the Articles of Incorporation, or Texas Law– Where there is not otherwise specifically provided, a rule of parliamentary procedure, either by these By-Laws, the Articles of Incorporation, or by Texas law, the business of the Society conducted at its Members’ Meetings, Council Meetings, Executive Committee Meetings, and any Standing or Special Committee Meetings shall be governed by Robert’s Rules of Order, Newly Revised, with such changes as shall be necessary and effective in the Chieftain’s, or the Presiding Person’s, sole discretion for effective parliamentary procedure at such Meeting.

 

 

ARTICLE II- Members and Meetings Thereof

 

Section 2.1 Qualification of Members– Membership in this Society shall be open to any person of good character of stated Celtic heritage or who declares an interest in Celtic heritage, and who agrees to adhere to the purposes and regulations of this Society, without regard to gender, race, color, creed, national origin, or religion.  Only Members, who are current on their dues, may vote or hold office.

 

Section 2.2 Special Membership– The Council may from time to time recognize those persons or organizations who possess or show their interest either by action, activity, or contribution for the purposes of this Society with a Special Membership, with no right to vote or hold office.

 

Section 2.3 Due Process System– A Complaint of one or more violation(s) of Society By-Laws, regulations, or rules and/or ethical or moral obligations and standards by any Member; Officer, whether general or appointive; or Select Council Member (“Complainant”) of another Member; Officer, whether general or appointive; or Select Council Member (“Accused”) shall be in writing, specific and factually stated, dated, and signed by the Complainant and processed as follows:

  1. The original Complaint shall be filed by the Complainant with the Scribe, who shall provide one (1) copy to the Accused and four (4) copies to the Chieftain, who shall promptly convene a Mediation Taskforce of three (3) persons, at least one of whom shall be either a general Officer, other than the Chieftain and Scribe, or a Select Council Member, with preferably training or experience in mediation or reconciliation procedures. If the Complainant or Accused is the Chieftain or the Scribe, then the Cadet and/or Scribe shall take their place, accordingly, in this Due Process System.
  2. The Complainant and Accused shall not discuss the Complaint privately or publicly with each other or another person, whether a Member; Officer, whether general or appointive; or Select Council Member or another not associated with the Society, except with their lawyer, spouse, religious counselor, or a person(s) authorized by the Chieftain, so as to preserve the confidentiality of the Due Process System and the Complaint at this stage of the System. Nor shall any Member; Officer, whether general or appointive; or Select Council Member or another not associated with the Society discuss the Complaint privately or publicly with each other or another person, except for the Chieftain (Cadet, if appropriate), Scribe, a Member of the Mediation Taskforce, Complainant, or Accused who shall discuss the Complaint only as necessary for the System.
  3. The Mediation Taskforce shall convene only with the Complainant and Accused at the earliest possible time, using the Mediation provisions of the Texas Civil Practice and Remedies Code, Chapter 154 and such forms, as maybe prepared by the Society’s counsel, to see if the Complaint can be privately and confidentially resolved.
  4. By their participation herein the Complainant and Accused agree that the Society and its Members, Officers, and Select Council Members, including, but not limited to, the persons serving on the Mediation Taskforce are deemed exempt from suit and held harmless of any and all actions, causes of action, and claims and that the persons serving on the Mediation Taskforce are immune from testifying about the Mediation Process, including, but not limited to, statements and comments said by any person therein, other than to identify the Resolution Agreement described herein, if there is one.
  5. If the Mediation procedure is successful, then the Society’s counsel shall prepare an appropriate Resolution Agreement, which shall be binding on the Complainant and Accused, and all other records and documents thereof, including the Complaint, except for the Resolution Agreement, shall be destroyed by the Scribe. Thereafter, the matter is private and confidential, and the Complainant and Accused shall not discuss such except to respond to private or public inquiries with the statement-“The Matter has been resolved.”  The Complainant and/or the Accused may seek to enforce the Resolution Agreement in a Court of Law.
  6. If the Mediation procedure is unsuccessful, then the Council in a Special Meeting shall hear the Complaint, called solely for that purpose, the Notice of which shall be at least two (2) weeks. The required vote to sustain the Complaint is two-thirds (2/3) of those present. The Chieftain shall preside at such Meeting.  The Complainant shall present the charge(s) and the evidence, and the Accused shall respond.  Either the Complainant or the Accused shall call Witnesses.  The evidence presented shall comply with the Texas Rules of Evidence, with the trial to follow basically the procedure used in a Texas District Court as described in the Texas Rules Of Civil Procedure, except that the Accused is not required to testify or present any evidence, and the Presiding Officer may utilize counsel to advise him or her on the Rules and procedure, with the Presiding Officer’s decisions on the procedure and admission of evidence to be final.  No Absentee Vote shall be allowed in this Special Meeting.  Only the Council Members, both general Officers and Select Council Members; the Complainant; the Accused; and their spouses and those serving as legal or religious adviser(s) to the Complainant and Accused shall be in the Special Meeting.  Witnesses shall attend and give testimony only as required and otherwise they shall be excluded from the Special Meeting.  After the presentation of the Complaint, the testimony and evidence, if any, and the arguments of the Complainant and Accused and/or their legal counsel, then only the Council Members, in executive session, shall remain in the hearing room for the deliberations of the Council who shall ballot by secret written ballot – “To Sustain the Complaint” or “To Deny the Complaint.”  The Chieftain shall tabulate the ballot before the Council and then invite those excluded back into the hearing room to hear the result, but not the number of ballots.
  7. If the Council sustains the Complaint, the Council shall hear once more from the Complainant and Accused as to the Judgment and Remedy. Then, the Council, in executive session, shall determine the Judgment and/or Remedy, again by secret written ballot, which can be one or more of the following- Private Reprimand, Public Reprimand, Suspension with or without conditions for a certain term, Expulsion, Fine, Probation with or without conditions of Suspension, Expulsion, or Fine.
  8. The Council Members, both general Officers and Select Council Members; the Complainant; the Accused; and their spouses and those serving as legal or religious adviser(s) to the Complainant and Accused agree that the matter is private and confidential, and that they shall not discuss the same, except to respond to private or public inquiries with the statement-“The Matter has been resolved.”

 

Section 2.4 Membership Year– The membership year shall begin annually on August 1st and end on July 31st of the next year.

 

Section 2.5 Dues– The Council shall prescribe the dues for the Members.  Unless the Council has prescribed different dues for the coming year by July 31st  of the current year, then the current year’s dues shall continue in effect, as to the current Members, and any dues change shall apply prospectively.

 

Section 2.6 Regular Meetings of Members– The Society shall have its Regular Meetings on the Second Saturday of each month, unless such date may be a State of Texas and/or Federal holiday, in which event then the Meeting will be on the Third Saturday of that month.  Because of special concerns or situations, the Chieftain, with the Council’s approval, may change the number and dates of Regular Meetings for the Members for a period of time, not to exceed six (6) months.

 

Section 2.7 Special Meetings of Members– The Chieftain may call Special Member Meetings, as he determines that circumstances or issues arise, which require such a Meeting, or if so requested in writing by at least five (5) of the general Officers and/or Select Council Member.  The Request shall specify the issue or issues to be considered at the Special Meeting, which Special Meeting shall be limited to those issue(s) and any other issue(s) deemed relevant or directly connected to such by the Chieftain, in his sole discretion.  Such requested Special Meeting shall be held as soon as reasonably possible, provided that written Notice of such Special Meeting has to be sent or delivered to all Members at least one (1) week before such Meeting.  The same matter or issue shall not be heard twice at a Special Meeting in a six (6) month period, unless the Council shall certify such to be considered or reconsidered in such time period.  Notice of this Special Meeting shall be given at least two (2) weeks prior to such Meeting at the last address known for the Members on the records of the Scribe. The Scribe shall file in the Society’s Minutes a Certificate, together with a copy of the Notice attached thereto, that such Notice was appropriately and duly given.

 

Section 2.8 Annual Meeting– The Annual Meeting of the Members shall be the June meeting of the Society. At this meeting the nominating committee shall present to the membership the names of candidates to be considered for Officers and Select Counsel Members for the coming Society year. At the next meeting of the Society (July) the members shall select, by vote, the Officers and Select Council Members for the next year. The Officers and Select Council Members shall start serving immediately and shall serve for the following year or until their successors shall be elected. At the Annual meeting any additional business properly presented shall be considered and acted upon. Notice of this Annual Meeting shall be given at least two (2) weeks prior to such Meeting at the last address known for the Members on the records of the Scribe.  The Scribe shall file in the Society’s Minutes a Certificate, together with a copy of the Notice attached thereto, that such Notice was appropriately and duly given.

 

Section 2.9 Place of Regular, Special, and Annual Member Meetings– Meetings of the Members may be held at such places as may from time to time be designated by the Chieftain, with the Council’s consent.

 

Section 2.10 Quorum– At a Regular or Special Meeting of the Members, or at the Annual Meeting, the members present at the Chieftain’s commencement of that Meeting shall be deemed a quorum. Once a Meeting commences with a quorum, the subsequent withdrawal of one or more persons cannot destroy or cancel such quorum.  If an election is the focus of the Meeting, then an Absentee Vote shall be counted as a person present for purposes of a quorum.

 

Section 2.11 Quorum and Adjourned Meeting– If a quorum shall not be present at a meeting of Officers and Select Council members, the Chieftain may adjourn the Meeting from time to time until a quorum is present.  Notice of the adjournment shall be announced at the Meeting and given to any Members who are not present.  The Scribe shall file in the Society’s Minutes a Certificate, together with a copy of the Notice attached thereto, that the Notice was appropriately and duly given.

 

Section 2.12 Voting– Each Society member, in good standing, 18 years old or older, shall be entitled to one vote.  Matters before the Society shall be determined by a majority of the voting Members present and voting, unless otherwise required by the law of the State of Texas and/or Bylaws.  Voting may be by voice or by show of hand, unless the Council has determined that a vote by ballot is desirable on a given issue.

 

Section 2.13 Record of Vote– A Member has the right to request that a record be made by the Scribe of the vote taken and entered upon the Minutes of the Meeting to record such Member’s affirmative or negative vote or their abstention with reference to the matter being decided.  The right to dissent or abstain shall not be available to any Member who voted in favor of the action.

 

Section 2.14 Records– Minutes of all Members Meetings shall be preserved as a part of the permanent records of the Society, and the Scribe shall have custody thereof.

 

 

ARTICLE III- Officers

 

Section 3.1 General Officers– The general Officers of the Society shall be the Chieftain, Cadet, the Scribe, and Sporran.  The general Officers severally shall have the qualifications and perform the duties prescribed in these By-Laws, and also shall have and perform such other and further duties, as may be assigned to them by the Council.

 

Section 3.2 Eligibility for Office– No person shall be an Officer, unless such person has been a Member of the Society for at least six (6) months at the time such person takes their office. The Chieftain shall have been a Member of the Society for at least one (1) year at the time of taking office. The Chieftain shall also have been a member of the Select Council for one (1) year at the time of taking office UNLESS the Council, for good reason, waives that requirement. Prior membership in the Celtic Heritage Society of the Permian Basin may be counted in this term requirement.

 

Section 3.3 Good Standing– For a Member to be elected an Officer and to continue to hold such a position, the Member must be and continue to be current on all dues and fees which are owed by a Member to the Society.

 

Section 3.4 Chieftain– The Chieftain shall

  1. be the presiding officer of Meetings of the Society- the Members, the Council, and the Executive Committee;
  2. conduct all negotiations on behalf of the Society, except those specifically given to another Officer or Officers and shall make every effort to further the purposes of the Society;
  3. exercise general supervision and control over all of the business and affairs of the Society and of the other officers of the Society; and
  4. sign all written contracts of the society, except where the signing and execution thereof shall be expressly delegated by Resolution of the Council to some other officer or agent of the Society.
  5. The Chieftain shall assume all the duties of the Society ordinarily expected of a President of a Texas Non-Profit Corporation, and may serve ex-officio on all Committees.

 

Section 3.5 Cadet– The Cadet shall

  1. assist the Chieftain, as the Chieftain shall so designate or delegate, and act in the Chieftain’s absence as presiding officer for all Meetings of the Society- the Members, the Council, and the Executive Committee;
  2. shall also assume the role of program chairperson; and
  3. perform the duties of the Chieftain as Acting Chieftain, if the Chieftain shall certify to the Council his extended absence from the area or if the Council shall certify the extended absence of the Chieftain, provided that the Chieftain upon certifying his presence and ability to assume his former duties shall by such certification terminate the role of Acting Chieftain.

The Cadet shall assume all the duties of the Society ordinarily expected of a Vice- President of a Texas Non-Profit Corporation.

 

Section 3.6 Scribe– The Scribe shall act in both a Recording and Corresponding position, whose duties shall be:

  1. keep the minutes of all Meetings of the Society- the Members, the Council, and the Executive Committee, and any Committees, at which the Scribe is present, and, in the event that the Scribe is unable for any reason to attend such Meeting, then the Scribe shall designate an Assistant Scribe to keep and prepare such Minutes;
  2. preserve all records and have charge of all the necessary printing and publications ordered by the Society, the Council, and the Executive Committee;
  3. receive and conduct the processing of the Society’s records and documents, including, but not limited to, all applications for membership;
  4. keep in a safe place and custody the Society’s seal and shall affix the same to all documents which require such; and deliver, mail, and send all Notices;

The Scribe shall assume all the duties of the Society ordinarily expected of the Secretary of a Texas Non-Profit Corporation, except those specifically assigned to the Scribe.

 

Section 3.7 Sporran– The Sporran shall

  1. receive all dues, fees, and monies payable or contributed to the Society;
  2. expense all funds as is necessary to the purposes of the Society, provided that all accounts shall be in depositories approved by the Council and further that all accounts shall require at least two (2) signatures of the general Officers to draw upon such account(s);
  3. have custody of all monies and securities of the Society;
  4. shall keep accurate books and records of accounts for the Society; and
  5. make regular reports, as required by the Council, the Executive Committee, or the Membership of the Society.

An Audit Committee will conduct an annual audit.  The Report shall be presented to the Executive Committee, the Council, and the Members. The Sporran shall assume all the duties of the Society ordinarily expected of a Treasurer of a Texas Non-Profit Corporation.

 

Section 3.8 Election of Officers– The general Officers of the Society shall be elected by the Members at the Annual Meeting, or if such election cannot be held at such Meeting, then such election shall be held as soon thereafter as the same may conveniently be accomplished.

 

Section 3.9 Term of Office– At the Initial Organizational Meeting, the general Officers shall be elected for a term ending at the next Annual Meeting.  Thereafter, a general Officer shall be elected for a one (1) year term to commence at their election, usually at the Annual Meeting, and continue until the Annual Meeting one (1) year later, or their successor shall have been duly elected.  No person may hold the same office more than two (2) terms in succession, unless circumstances deem it necessary for that person to continue his/her duties, and the Council approves such extension.

 

Section 3.10 Additional Appointed Officers– The Chieftain may appoint, and remove as he deems necessary, an Historian, a Chaplain, and a Piper, who may, but are not required to, attend Council meetings, ex-officio, without vote.  With the approval of the Council, the Chieftain may appoint other Officers to serve at his pleasure. No Appointive Officer shall have a vote at Council Meetings.

 

Section 3.11 Delegation– In case of the absence of any Officer or Officers, or for any other reason that the Council shall deem it sufficient, the Council may delegate the powers or duties of such Officer or Officers to any other Officer or Officers for such specified period of time, event, or occurrence, except when otherwise provided or restricted by law.

 

Section 3.12 Unfulfilled Offices– If there is no candidate for a general Officer position at an election, then the Council may appoint a person to fill that position who so qualifies for it or may determine to leave the position vacant and assign any and/or all duties of such Officer position(s) to other Officer(s).

 

Section 3.13 Compensation– No Officer shall receive any compensation.

 

Section 3.14 Vacancies– Vacancies in a general Office position may be filled by the Chieftain by appointment, with Council approval, to serve the balance of the unexpired term.

 

Section 3.15 Removal– Any Officer may be removed for cause by the Membership, whose removal may be done only by the Membership at a Special Meeting called solely for that purpose.  The required vote is by two-thirds (2/3) of those present, with the charges or specifications to be in writing and delivered in person to the Officer so charged at least two (2) weeks before the Meeting at which they are to be considered and heard.  Written Notice of the Meeting at which such charges are to be considered must be given at least two (2) weeks prior to such Meeting to those entitled to vote at such Meeting.  The Chieftain shall preside at such Meeting, unless he is the Officer so charged, then the Cadet shall preside.  No more than three (3) Members shall present the charge(s) and the evidence, and no more than three (3) Members and the Officer so charged shall respond.  (Witnesses are not to be counted in this numerical limitation.)  The evidence presented shall comply with the Texas Rules of Evidence, with the trial to follow basically the procedure used in a Texas District Court as described in the Texas Rules Of Civil Procedure, except that the Charged Officer is not required to testify or present any evidence, and the Presiding Officer may utilize counsel to advise him or her on the Rules and procedure, with the Presiding Officer’s decisions on the procedure and admission of evidence to be final.  No Absentee Vote shall be allowed in a Removal Meeting.

 

 

ARTICLE IV- The Council

 

Section 4.1 Composition– The general Officers and the eight (8) Select Council Members, who shall be Members of the Society, shall constitute the Council.  The immediate past Chieftain, appointive Officers, and various Committee chairpersons may, but are not required to, attend Council Meetings, ex-officio, without a vote.

 

Section 4.2 Eligibility for Office– No person shall be a Select Council Member, unless such person has been a Member of the Society for at least six (6) months at the time such person takes their office and have given their consent for such election.  Any potential Select Council Member Candidate’s current position as a Council Member of the Celtic Heritage Society of the Permian Basin shall be deemed to fulfill this eligibility requirement.  Further, prior membership in the Celtic Heritage Society of the Permian Basin may be counted in this term requirement.

 

Section 4.3 Duties– The Chieftain shall manage the affairs and business of the Society, with the advice of the Council, who shall fulfill the duties ordinarily expected of the Board of Directors of a Texas Non-Profit Corporation.

 

Section 4.4 Good Standing– For a Member to be elected a Select Council Member and to continue to hold such a position, the Member must be and continue to be current on all dues and fees which are owed by a Member to the Society.

 

Section 4.5 Unfulfilled Select Council Member– If there is no candidate for a Select Council Member position at an election, then the Council may appoint a person to fill that position who so qualifies for it or may determine to leave the position vacant.

 

Section 4.6 Vacancies– Vacancies in a Select Council Member, if for less than 75% of the term remaining shall be filled by the Chieftain by appointment, with Council approval to serve the remainder of the term.  Otherwise, the Vacancy shall be filled by election at a Members’ Meeting, after two (2) weeks Notice.

 

Section 4.7 Term of Office– At the Initial Organizational Meeting, the Select Council Members shall draw lots, so that of the Initial Select Council Members three (3) shall have an initial term of three (3) years, three (3) others shall have an initial term of two (2) years, and the remaining two (2) shall have an initial term of one (1) year.  Thereafter, a Select Council Member shall be elected for a three (3) year term to commence at their election, usually at the Annual Meeting, and continue until the Annual Meeting three (3) years later.

 

Section 4.8 Regular Council Meetings– Regular Council Meetings shall be held during the week immediately preceding the Regular Members Meeting of the Society, or as such the Chieftain with the Council’s approval may call Regular Members Meeting.  The Regular Council Meetings are to be governed by and follow the same rules and procedures, as are provided herein for the Members Meeting, except where prescribed otherwise.

 

Section 4.9 Special Council Meetings– Special Council Meetings may be called as deemed necessary by the Chieftain or if so requested in writing by at least four (4) Select Council Members, with forty-eight (48) hour Notice.  The Request shall specify the issue or issues to be considered at the Special Meeting, which Special Meeting shall be limited to those issue(s) and any other issue(s) deemed relevant or directly connected to such by the Chieftain, in his sole discretion.  The same matter or issue shall not be heard twice at a Special Meeting in a six (6) month period, unless the Council by two-third (2/3) vote shall certify such to be considered or reconsidered in such time period.   The Special Council Meetings are to be governed by and follow the same rules and procedures, as are provided herein for the Members Meeting, except where prescribed otherwise.  The Scribe shall file in the Society’s Minutes a Certificate, together with a copy of the Notice attached thereto, that the Notice was appropriately and duly given.  In lieu of a Special Council Meeting, the Chieftain may submit a matter to a telephonic poll of the Council, which he or his delegate shall conduct and then file an appropriate Report thereon in the Society’s records.

Section 4.10 Quorum– At a Regular or Special Council Meeting of the general Officers and Select Council members (the Governing Board) a majority of said Board must be present at such Meeting to constitute a quorum. Once a Council Meeting commences with a quorum, the subsequent withdrawal of one or more persons cannot destroy or cancel such quorum.  If an election is the focus of the Council Meeting, then an Absentee Vote shall be counted as a person present for purposes of a quorum.

 

Section 4.11 Quorum and Adjourned Meeting– If a quorum shall not be present at a Council Meeting, the Chieftain may adjourn the Meeting from time to time until a quorum is present.  Notice of the adjournment shall be announced at the Meeting and given to any general Officers and Select Council Members who are not present.  The Scribe shall file in the Society’s Minutes a Certificate, together with a copy of the Notice attached thereto, that the Notice was appropriately and duly given.

 

Section 4.12 Place of Council Meetings– Council Meetings may be held at such places as may from time to time be designated by the Chieftain, with the Council’s consent.

 

Section 4.13 Voting at Council Meetings– At any Council Meeting, every Member, except ex-officio Appointive Officers and the Immediate Past Chieftain, that is a constituent of such shall be entitled to cast one vote on each matter submitted to vote at that Meeting.  This Vote may be cast either in person or, if an election is the issue, then by Absentee Vote, as described herein.  All matters submitted to vote at the Meeting shall be determined by majority vote, except where a specified number of votes are required to decide the issue.  In the event of a tie vote in the Council, then the Immediate Past Chieftain shall cast the deciding vote.

 

Section 4.14 Record of Vote– A general Officer or Select Council Member has the right to request that a record be made by the Scribe of the vote taken and entered upon the Minutes of the Meeting to record such general Officer or Select Council Member’s affirmative or negative vote or their abstention with reference to the matter being decided.

 

Section 4.15 Presumption of Assent– A general Officer or Select Council Member who is present at a Council Meeting at which action on any affair, business, or corporate matter is taken shall be presumed to have assented to and consented to the action taken, unless their dissent or abstention there from shall be entered in the Minutes of the Meeting, unless such general Officer or Select Council Member shall file a written dissent or abstention there from with the Scribe before the adjournment thereof or shall forward such dissent or abstention by registered or certified mail to the Scribe  immediately after the adjournment or completion of the Meeting.  Such right to dissent or abstain shall not be available to a general Officer or Select Council Member who voted in favor of such action.

 

Section 4.16 Compensation– No Select Council Member shall receive any compensation.

 

Section 4.17 Organization– The Chieftain shall establish the Order of Business for all Council Meetings, unless the Council shall prescribe a different Order.

 

Section 4.18 Records- Minutes of all Council Meetings shall be preserved as a part of the permanent records of the Society, and the Scribe shall have custody thereof.

 

Section 4.19 Removal of Select Council Members- Any Select Council Member may be removed for cause by the Members– The required vote is by two-thirds (2/3) of those present, with the charges or specifications to be in writing and delivered in person to the Select Council Member so charged at least two (2) weeks before the Membership Meeting at which they are to be considered and heard.  Written Notice of the Meeting at which such charges are to be considered must be given at least two (2) weeks prior to such Membership Meeting to those entitled to vote at such Meeting.  The Chieftain shall preside at such Meeting.  No more than three (3) Members shall present the charge(s) and the evidence, and no more than three (3) Members and the Charged Select Council Member shall respond.  (Witnesses are not to be counted in this numerical limitation.)  The evidence presented shall comply with the Texas Rules of Evidence, with the trial to follow basically the procedure used in a Texas District Court as described in the Texas Rules Of Civil Procedure, except that the Charged Select Council Member is not required to testify or present any evidence, and the Chieftain may utilize counsel to advise him or her on the Rules and procedure, with the Chieftain’s decisions on the procedure and admission of evidence to be final.  No Absentee Vote shall be allowed in a Removal Meeting.  The Scribe shall file in the Society’s Minutes a Certificate, together with a copy of the Notice attached thereto, that such Notice was appropriately and duly given.

 

Section 4.20 Manner of Acting– The Council shall act like a Board of Directors, and the Select Council Members shall have no power or authority to individually participate in the management of the Society.

 

Section 4.21 Certain Powers– Without limitation of the general powers conferred by law and the other authorities and powers conferred by these By-Laws, the Council shall have the following authorities and powers:

  1. To lease, purchase, or otherwise acquire in any lawful manner for and in the name of the Society any and all real estate and other property, rights, or privileges whatsoever deemed necessary or convenient for the prosecution of its business and which the Society is authorized to acquire, at such price or consideration and generally on such terms and conditions as they think fit, and at their discretion to pay therefore either wholly or partly in money, stocks, bonds, debentures, or other securities of the Society;
  2. To appoint and at their discretion remove or suspend such agents, employees, or servants, not otherwise elected or appointed, temporarily or permanently, or for any fixed time, as they think fit and to prescribe their duties and determine their salaries or emoluments and to require security in such instances and in such amounts as they think fit; and
  3. To establish Committees of the Council and to delegate any powers of the Council in the course of the affairs and current business of the Society to any such Committee or to any Officer, or agent, employee, or servant, and to appoint any persons to be the agents, employees, or servants of the Society, with such powers (including the power to sub delegate) and upon such terms as they see fit.

 

Section 4.22 Making Contracts– No deed, instrument, or contract of any description purporting to be made on behalf of the Society shall be valid as against the Society, unless authorized by the Council, or by a Committee of the Council, upon whom special power to authorize the execution of such deed, instrument, or contract has been conferred.  The Council may authorize any Officer or Officers, or agent, employee, or servant, to enter into contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to and limited to particular matters, transactions, or subjects.

 

Section 4.23 Signature on Orders For Payment of Money– The funds of the Society shall be deposited in such one or more banks as shall from time to time be selected and designated by resolution of the Council.  All checks, drafts, or such other order for the payment of money shall be signed by such Officer or Officers of the Society and in such manner as shall from time to time be designated and determined by the Council, except where authority is given to the Treasurer.

 

 

ARTICLE V- Executive Committee

 

Section 5.1 Executive Committee– Between the Regular or Special Council Meetings, an Executive Committee, which is composed of the general Officers of the Society, shall manage the affairs and property of the Society.  The Chieftain may in his sole discretion allow Members or guests to attend the Meeting(s) and may further permit them to present their remarks or comments, but such is done at his discretion and he may terminate or restrict their attendance and participation.

 

Section 5.2 Meetings– The Executive Committee shall meet upon the call of the  chieftain, or by written request to the Chieftain of at least three (3) other general Officers, with twenty-four (24) hour Notice.  The Request shall specify the issue or issues to be considered at the Requested Meeting, which Requested Meeting shall be limited to those issue(s) and any other issue(s) deemed relevant or directly connected to such by the Chieftain, in his sole discretion.  The same matter or issue shall not be heard twice at a Requested Meeting in a six (6) month period, unless the Executive Committee by two-third (2/3) vote shall certify such to be considered or reconsidered in such time period. The Executive Committee Meetings are to be governed by and follow the same rules and procedures, as are provided herein for the Members Meeting, except where prescribed otherwise.  The Scribe shall file in the Society’s Minutes a Certificate, together with a copy of the Notice attached thereto, that the Notice was appropriately and duly given.  In lieu of an Executive Committee Meeting, the Chieftain may submit a matter to a telephonic poll of the Committee, which he or his delegate shall conduct and then file an appropriate Report thereon in the Society’s records.

 

Section 5.3 Quorum– At a Regular or Requested Committee Meeting a majority of the general Officers must be present at such Meeting to be deemed a quorum for that Meeting.  Once an Executive Committee Meeting commences with a quorum, the subsequent withdrawal of one or more persons cannot destroy or cancel such quorum.  If an election is the focus of the Executive Committee Meeting, then an Absentee Vote shall be counted as a person present for purposes of a quorum.

 

Section 5.4 Quorum and Adjourned Meeting– If a quorum shall not be present at an Executive Committee Meeting, the Chieftain may adjourn the Meeting from time to time until a quorum is present.  Notice of the adjournment shall be announced at the Meeting and given to any general Officers that are not present.  The Scribe shall file in the Society’s Minutes a Certificate, together with a copy of the Notice attached thereto, that the Notice was appropriately and duly given.

 

Section 5.5 Place of Meetings– Executive Committee Meetings may be held at such places as may from time to time be designated by the Chieftain, with the Council’s consent.

 

Section 5.6 Voting at Executive Committee Meetings– At any Executive Committee Meeting, every Member, except ex-officio Appointive Officers, that is a constituent of such Committee shall be entitled to cast one vote on each matter submitted to vote at that Meeting.  This Vote may be cast either in person or, if an election is the issue, then by Absentee Vote, as described herein.  All matters submitted to vote at the Meeting shall be determined by majority vote, except where a specified number of votes are required to decide the issue.

 

Section 5.7 Record of Vote– A general Officer has the right to request that a record be made by the Scribe of the vote taken and entered upon the Minutes of the Meeting to record such general Officer’s affirmative or negative vote or their abstention with reference to the matter being decided.

 

Section 5.8 Presumption of Assent– A general Officer who is present at an Executive Committee Meeting at which action on any affair, business, or corporate matter is taken shall be presumed to have assented to and consented to the action taken, unless their dissent or abstention there from shall be entered in the Minutes of the Meeting, or unless such general Officer shall file a written dissent or abstention there from with the Scribe before the adjournment thereof or shall forward such dissent or abstention by registered or certified mail to the Scribe immediately after the adjournment or completion of the Meeting.  Such right to dissent or abstain shall not be available to a general Officer that voted in favor of such action.

 

Section 5.9 Organization– The Chieftain shall establish the Order of Business for all Executive Committee Meetings, unless the Council shall prescribe a different Order.

 

Section 5.10 Records– Minutes of all Executive Committee Meetings shall be preserved as a part of the permanent records of the Society, and the Scribe shall have custody thereof.

 

 

ARTICLE VI- Standing and Special Committees

 

Section 6.1 Standing Committees– The Standing Committees of the Society are-

  1. Nominations Committee- The Chieftain shall appoint a member to be Chairperson of the Nominations Committee. The Chieftain and the Chairperson, shall jointly appoint four (4) additional members to be on the Nominations Committee. The Scribe shall contact all members notifying them of the upcoming elections and asking those members to contact the Nominations Committee if that member has a desire to serve. This Committee shall report on nominations for all positions to be elected at least thirty (30) days prior to the Meeting for such election, unless there is a vacancy, whereupon the Committee is not expected to make a report.
  2. Historical Committee– The Historical Committee shall consist of such number of Members, as the Council may determine to assist the Historian in keeping a record of the Society’s affairs, business, events, and operations.  Pictures, printed materials, newspaper articles, and other materials related to the Society shall be maintained and preserved by this Committee with the coordination of the Scribe.
  3. Festival and Games Committee– The Festival and Games Committee shall consist of such number of Members, as the Council may determine to be appropriate to be responsible for and oversee the Festivals and/or the Games of the Society.
  4. Audit Committee- The Audit Committee shall consist of three Members, being one member of the Council and two other (2) Members in good standing, who are neither a general Officer nor a Select Council Member.

The Chieftain, with the approval of the Council, shall appoint all Committee Members and their Chairperson.

 

Section 6.2 Special Committees– Special Committees may be created by the Chieftain

with the approval of the Council, which Committees shall terminate at the end of the Chieftain’s Year, unless declared otherwise by the Council.

 

Section 6.3 Good Standing– For a Member to be a Member of a Standing or Special Committee, including Chairperson, and to continue to hold such a position, the Member must be and continue to be current on all dues and fees, which are owed by a Member to the Society.

 

Section 6.4 Duties– A Standing or Special Committee shall perform and address itself only to those tasks given it by the Chieftain and/or the Council.

 

Section 6.5 Meetings– A Standing or Special Committee shall meet upon the call of its Chairperson or the Chieftain.  Standing or Special Committee Meetings are to be governed by and follow the same rules and procedures, as are provided herein for the Members Meeting, except where prescribed otherwise.  The Chairperson shall file in the Society’s Minutes a Certificate, together with a copy of the Notice attached thereto, that the Notice was appropriately and duly given.  In lieu of a Standing or Special Committee Meeting, the Chairperson may submit a matter to a telephonic poll of the Committee, which he or his delegate shall conduct and then file an appropriate Report thereon in the Society’s records.

 

Section 6.6 Quorum– At a Standing or Special Committee Meeting a majority of the Committee Members must be present at such Meeting to be deemed a quorum for that Meeting.  Once a Standing or Special Committee Meeting commences with a quorum, the subsequent withdrawal of one or more persons cannot destroy or cancel such quorum.  If an election is the focus of the Standing or Special Committee Meeting, then an Absentee Vote shall be counted as a person present for purposes of a quorum.

 

Section 6.7 Quorum and Adjourned Meeting– If a quorum shall not be present at a Standing or Special Committee Meeting, the Chairperson or Chieftain may adjourn the Meeting from time to time until a quorum is present.  Notice of the adjournment shall be announced at the meeting and given to any Committee Members who are not present.  The Chairperson shall file in the Society’s Minutes a Certificate, together with a copy of the Notice attached thereto, that the Notice was appropriately and duly given.

 

Section 6.8 Place of Meetings– Standing or Special Committee Meetings may be held at such places as may from time to time be designated by the Chieftain, with the Council’s consent.

Section 6.9 Voting at Standing or Special Committee Meetings– At any Standing or Special Committee Meeting, every Committee Member shall be entitled to cast one vote on each matter submitted to vote at that Meeting.  This Vote may be cast either in person or, if an election is the issue, then by Absentee Vote, as described herein.  All matters submitted to vote at the Meeting shall be determined by majority vote, except where a specified number of votes are required to decide the issue.

 

Section 6.10 Record of Vote– A Committee Member has the right to request that a record be made by the Scribe of the vote taken and entered upon the Minutes of the Meeting to record such Committee Member’s affirmative or negative vote or their Abstention with reference to the matter being decided.

 

Section 6.11 Presumption of Assent– A Committee Member who is present at a Standing or Special Committee Meeting at which action on any affair, business, or corporate matter is taken shall be presumed to have assented to and consented to the action taken, unless their dissent or abstention there from shall be entered in the Minutes of the Meeting, or unless such Committee Member shall file a written dissent or abstention there from with the Scribe before the adjournment thereof or shall forward such dissent or abstention by registered or certified mail to the Scribe immediately after the adjournment or completion of the Meeting.  Such right to dissent or abstain shall not be available to a Committee Member who voted in favor of such action.

 

Section 6.12 Organization– The Chairperson or Chieftain shall establish the Order of Business for all Standing or Special Committee Meetings, unless the Council shall prescribe a different Order.

 

Section 6.13 Records– Minutes of all Standing or Special Committee Meetings shall be preserved as a part of the permanent records of the Society, and the Scribe shall have custody thereof.

 

 

ARTICLE VII- Notices

 

Section 7.1 Form and Delivery– Notice to Officers, general or appointive, Select Council Members, or Members shall be in writing and may be delivered personally, E-mail, regular First Class Mail or its equivalent, or telegram, unless more restrictive delivery is prescribed by these By-Laws.  Notice by mail shall be deemed to have been given, when the same is deposited in the Post Office, or an officially marked receptacle, in a post-paid sealed envelope or letter, which is acceptable to the Post Office, and addressed to the Officer, Select Council Member, or Members at their address appearing on the Society’s records.

 

Section 7.2 Waiver– Whenever a Notice is required to be given by any statute, the Society’s Articles of Incorporation, or these By-Laws, a waiver thereof in writing signed by a person(s) entitled to such Notice, whether before or after the time or event stated therein, shall be deemed equivalent to receipt of such Notice.  In addition, any Member attending such a Member Meeting, either in person or by Absentee Vote, without protesting prior to or at the commencement of the Meeting the lack of Notice thereof, and any Officer or Select Council Member attending a Council Meeting or Executive Committee Meeting, without protesting prior to the Meeting or at its commencement such lack of Notice, shall be conclusively deemed to have waived Notice of such Meeting.

 

Section 7.3 Notice of Special Meetings– Notice of Special Meeting shall state the purpose for which the Meeting is called.

 

 

ARTICLE VIII- Absentee Voting

 

Section 8.1 Voting– For the election of general Officers and Select Council Members, a Member may vote by Absentee Vote, if such Member is otherwise qualified to vote in the Election.  No particular reason or cause is necessary to cast an Absentee Vote, except that an Absentee Vote may not be used for any other purpose.  If a Member is present at the election, the Absentee Vote shall be returned to the Member, and it shall not be counted, as the Member by their presence is expected to vote or abstain, as their conscience shall advise.  The Absentee Vote shall be delivered in person, or by courier, or by mail, but to be effective the Absentee Vote must be in the possession of the Scribe by the commencement of the Meeting at which the election is to be conducted.  Any Absentee Vote sent to the Scribe by mail is done at the risk of the Member, not the Society.

 

Section 8.2 Form– To be counted, an Absentee Vote shall be solely in the Member’s handwriting, printing, or typing, without the signature, name, or any other identifying mark of the Member and then placed in an envelope addressed to the Scribe with, on the envelope, some notation of the election or Meeting date thereon, the Member’s name, and the date the same was signed or sealed in the envelope.  Every Absentee Vote is revocable, so that if the Member elects to disclaim such orally or by written document to the Scribe, then the Absentee Vote is void.  If more than one Absentee Vote is received by the Scribe, the latest such Absentee Vote as determined by the date on the envelope shall be the valid Absentee Vote, and all others shall be deemed void.  An Absentee Vote shall apply to the original election, as well as a run-off election unless the Absentee Vote expressly limits or disclaims such election.  Only the Scribe shall open Absentee Votes, unless that is the election in which the Absentee Vote is cast, then the Cadet shall open and tabulate the Absentee Votes.

 

Section 8.3 Records– After an election at which one or more Absentee Votes are cast, the Scribe shall place the same in an envelope, seal it, and date and sign it.  The sealed envelope shall be maintained in the Society records for two (2) years after the election, not to be opened except by order of the Council or an appropriate Court.  After the two (2) year period, the envelope shall be destroyed, unless ordered otherwise by an appropriate Court.

 

 

ARTICLE IX- Other Employees

 

Section 9.1 Number and Duties– The Society shall employ or otherwise procure the services of all persons necessary to carry on the affairs and business of the Society upon such terms and conditions and at such places and time, with such duties and responsibilities, and for such compensation, as may be prescribed by the Council or as may be in keeping with the policies and procedures adopted by the Council from time to time.

 

Section 9.2 Contracts of Employment– No contract of employment for services to be rendered to the Society shall be of longer duration than one (1) month, unless the contract of employment is in writing.  All written contracts of employment shall be in the form prescribed therefore by the Council and executed by the Officers of the Society to whom the authority to execute the contracts has been delegated by the Council.

 

Section 9.3 Removal– Any employee or other person whose services are obtained by the Society may be removed at any time by the Council, by any superior Officer, or by any Committee, upon which such power of removal is conferred by the By-Laws, or by Resolution of the Council.  Removal shall be without prejudice to the contract rights, if any, of the person so removed.

 

 

ARTICLE X- Corporate Seal

 

Section 10.1 Form of Design– The Council shall prescribe a Seal for the Society, which shall have inscribed thereon:

CELTIC HERITAGE SOCIETY of the PERMIAN BASIN.

The Seal may be changed from time to time.

 

Section 10.2 Custody– The Seal of the Society shall be in the custody of the Scribe of the Society.  If and when so directed by the Council, a duplicate of the Corporate Seal may be kept and used by the Scribe.

 

Section 10.3 Use– The Corporate Seal, or a printed facsimile thereof, shall be affixed to all instruments, certificates, reports, and other documents made and executed for and on behalf of the Society, when required by law, or by custom or usage, to be so affixed.  In all such cases, the Corporate Seal shall be affixed by the Scribe, who shall attest the affixing of the same by their signature.  The Scribe may also affix the Corporate Seal as a part of any certificate made by them concerning any records of the Society.  The Council may give general or specific authority to any other Officer or Select Council Member to affix the Seal of the Society and to attest the affixing thereof by their signature,

 

 

ARTICLE XI- Annual Report and Statement and Records

 

Section 11.1 Annual Report– The general Officers, with the assistance of the Council, shall present at the Annual Meeting an accurate, clear, and full Report and Statement of the affairs, business, and condition of the Society.

 

Section 11.2 Inspection of Books– The Council shall determine from time to time whether, when, and, if allowed under what conditions and regulations the accounts and books of the Society (except such as may be required by the statutes of Texas or the Internal Revenue Code and its related regulations), or any of them shall be open to the inspection of the Members and the public.

 

Section 11.3 Archives– The Scribe shall maintain all records of the Society, including, but not limited to, financial records, Membership Records, Minutes, and reports for at least seven (7) years, unless such are deemed of archival quality, then they shall be maintained for the life of the Society.

 

 

ARTICLE XII- Resignations

 

Section 12.1 Power to Resign– Any Officer, Select Council Member, or Committee Member may resign their office or position at any time.

 

Section 12.2 Form of Resignation– The resignation of an Officer or Select Council Member shall be in writing, with the resignation to take effect at the time of its receipt by the Society, unless it is stated therein to take effect at another time and the Council shall concur.  The formal acceptance of a resignation shall not be required to make it effective.

 

 

ARTICLE XIII- Indemnification of Officers and Directors

 

Section 13.1 Indemnification– The Society shall indemnify each of its general Officers and Select Council Members, and former general Officers and Select Council Members for actions taken on behalf of the Society in their term of office, against expenses actually and reasonably incurred by them in connection with the defense of any action, cause of action, other proceeding, or suit, whether administrative, civil, criminal, or investigative, in which they are made a party or witness by reason of being or having been such a general Officer or Select Council Member, whether such action, cause of action, other proceeding, or suit is brought or threatened in the Society’s right or by a third party or government entity, agency ,or instrumentality thereof, except in relation to matters as to which he shall be adjudged in such action, cause of action, other proceeding, or suit  to be liable for negligence or misconduct in the performance of their duty to the Society.  Negligence or misconduct for this purpose shall be deemed to include willful misfeasance, bad faith, or gross negligence.  A conviction or judgment (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) in a criminal action, cause of action, other proceeding, or suit or the termination of an action, cause of action, other proceeding, or suit by decree, judgment, order, or settlement, shall not be deemed an adjudication of liability for negligence or misconduct in the performance of duty to the Society, if the Officer, Select Council Member, or other person seeking indemnification acted in good faith in which the Officer, Select Council Member, or other such person considered to be in the best interest of the Society and, with respect to any such criminal action or proceeding, without reasonable cause to believe that the action upon which the judgment of conviction is predicated was illegal.  In the absence of an adjudication which expressly absolves the Officer, Select Council Member, or other person of liability to the Society or its Members for negligence and misconduct within the meaning thereof, as used herein, or, in the event of a settlement, the right hereunder to indemnification of each Officer, Select Council Member, or other person shall be conditioned upon the prior determination by a resolution adopted by two-thirds of those Members of the Council who are not involved in the action, cause of action, other proceeding, or suit that the Officer, Select Council Member has no liability by reason of negligence or misconduct, within the meaning thereof as used herein, or, in the alternative, if a majority of the Council are involved in the action, cause of action, other proceeding, or suit, such determination shall have been made by independent counsel.  The right to indemnification provided for herein shall extend to and include the heirs, personal representatives, executors, and administrators of any deceased Officer or Select Council Member covered herein.

 

Section 13.2 Indemnification In Securities Matters– In the event that a claim for indemnification under the provisions of Section 1 hereof is made for liabilities arising under the Securities Act of 1933, as amended and supplemented, the indemnification shall not be made or allowed unless (1) the claim for indemnification under the circumstances is predicated upon the prior successful defense by the person seeking indemnification in any action, cause of action, other proceeding, or suit; (2) the Council receives an opinion of counsel for the Society that such claim is has been settled by controlling precedent that indemnification under the circumstances is not against the public policy as expressed in said act; or (3) a Court of appropriate jurisdiction finally adjudicates in an action, cause of action, other proceeding, or suit in which the issue is submitted, to the Court by the Society prior to allowance of the claim that indemnification under the circumstances is not contrary to the public policy expressed in said act.

 

Section 13.3 Types of Actions– The provisions of Sections 13.1 and 13.2 shall apply to any action, suit, or proceeding by or in the right of the Society, as well as to other actions, suits, or proceedings, whatsoever the nature thereof or the claim or cause asserted therein.

 

Section 13.4 Other Rights– The right of indemnification provided for in Sections 13.1 and 13.2 shall be in amplification, and not in limitation, of any other right, relief, or remedy to which the general Officer and Select Council Member may be entitled according to law, vote of the Members, or otherwise.

 

Section 13.5 Reliance Upon Society Records– Every general Officer, Select Council Member, and Member of any Standing or Special Committee shall, in the performance of their duties, be fully protected in relying in good faith upon the opinion of the Society’s counsel and accountant, as well as the accounts, books of account, documents, records, or reports made to the Society by any of its general Officers, Select Council Members, attorneys, and accountants.

 

Section 13.6 Expenses To Include Reasonable Attorney Fees And Expenses– The right of indemnification provided for in Section 13.1 and 13.2 shall include, but not be limited to, all reasonable and necessary attorney’s fees and legal expenses, which are incurred by those entitled to indemnification under the terms of this Section.  In this regard, those persons so entitled to indemnification under Sections 13.1 and 13.2 shall be entitled to have the Society provide them with legal counsel, of their choice, including, but not limited to, retainers, with the ultimate determination of whether the Society shall treat such legal fees and expenses as an expense of business and a charge to be borne by the Society, or whether the same is to be reimbursed to the Society by those being afforded such legal defense to await the final adjudication or determination as provided for in Section 13.1 and 13.2.

 

 

ARTICLE XIV- Ratification

 

     The Council may, in its discretion, submit any act, contract, or transaction for approval or ratification to the membership, at a Regular, a Special, or the Annual Meeting, whereupon the act, contract, or transaction shall be deemed and approved by every person present at such Meeting.

 

 

ARTICLE XV- Amendments To By-Laws

 

     Proposed amendments to these Bylaws must be presented to the Council in writing at any regular Council meeting thereof and must be approved by a two-thirds majority of all Council members present, and voting in order to be submitted to the Society membership.  Upon approval by the Council, any proposed amendments/revisions must be announced, and the wordage circulated to the Society membership at least one month in advance of the regular or duly called Special Meeting of the Society membership during which voting will take place.  Approval must be by a two-thirds majority of those members present and voting.

 

 

ATTESTED on August 31, 2017.

 

 

___Becki Toon____

Recording Scribe

 

 

Celtic Heritage Society Of The Permian Basin © 2018
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