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EWA By-Laws
OF THE
OFFICES
Section 1. Principal Offices. The
principal offices of the Association shall be as stated in the
articles of Incorporation until such principal office is changed in
a manner provided by law.
Section 2. Other offices. The
Association may, in addition to its principal office, have offices
at such other places within and without the State of Texas as the
Board of Directors may from time to time determine.
ARTICLE II MEMBERS
Section 1. Active Members. Members
of the Association shall be persons approved for membership in the
Association by or under authorization of the Board of Directors.
Active Members shall be persons who are actively engaged as owners,
agents, or managers in the handling, propagation, or care of
indigenous and non-indigenous hoofstock animals as defined in these
By-Laws and amendments thereof and Rules adopted and provided in
accordance with Article VIII of these By-Laws. Active Members shall
pay annual dues of one-hundred-fifty ($150.00) dollars per year.
Designated representatives of individuals, corporations, or
associations of any kind, subject to approval of the Board of
Directors, may be treated as Active Members based upon annual dues
paid by their principals. Designated dealers in indigenous and
non-indigenous hoofstock animals recognized in these By-Laws shall
be eligible for Active Membership and shall pay dues in the amount
of one-hundred-fifty ($150.00) dollars. Only Active Members in good
standing shall have the right to vote in the election of Directors
or on other matters affecting the affairs of the Association.
Section 2. Associate Members.
Persons interested in indigenous and non-indigenous hoofstock
animals, who support the right to privately own, manage, and breed
indigenous and non-indigenous hoofstock animals, and who support a
landowner's right to control his or her own land, may become
Associate Members and such members shall be entitled to attend
general and special meetings of the Association but shall not be
entitles to vote on any matter. The annual dues of Associate Members
shall be seventy-five ($75.00) dollars.
Section 3. Patron Members. Persons
who qualify for Active membership may become Patron Members of the
Association. The annual dues of Patron Members shall be five hundred
($500.00) dollars. Patron Members shall be entitled to attend all
general meetings of the Association, and shall be entitled to vote
on any matters.
Section 4. Payment of Dues.
Membership dues are to be paid annually, based on the anniversary
date of original membership. Active Members who have paid annual
dues and are not delinquent for any prior years shall be considered
members in “good standing” and shall be eligible to receive notice
of and participate as an Active Member of the Association at any
meeting, held during such calendar year. Active Members who are not
so qualified by timely payment of dues shall be automatically
suspended as members and shall not be entitled to vote on any
matters of the Association until their delinquency is rectified.
Section 5. Lifetime Members.
Persons who qualify for Active membership can become Lifetime
Members of the Association. A one-time fee of
one-thousand-five-hundred ($1500.00) dollars entitles anyone so
qualified to be a Lifetime Member. Lifetime Members enjoy all the
rights and privileges of Active membership for the lifetime of the
member.
Section 6. Student Members. Persons
enrolled in public or private institutions of learning are eligible
to become Student Members of the Association. The annual dues of a
Student member shall be twenty-five ($25.00) dollars.
Section 7. Sportsman Members.
Persons who support hunting and are interested in the conservation
of indigenous and non-indigenous hoofstock animals can become
Sportsman members of the Association. The annual dues for Sportsman
Members shall be seventy-five ($75.00) dollars.
Section 8. Active Corporate
Members. Corporations actively engaged as owners, agents, or
managers in the handling, propagation, or care of indigenous and
non-indigenous hoofstock animals shall be eligible for Active
Corporate Membership. Active Corporate Members shall pay annual dues
of five hundred ($500.00) dollars. The name of Active Corporate
Members shall be recognized as such. Active Corporate members shall
designate up to six (6) officers of the corporation to be listed
individually as Active Members of the Association. Active Corporate
members shall designate only one voting member to vote in the
election of Directors and on other matters affecting the affairs of
the Association. This singular voting right is transferable by proxy
duly appointed in writing.
Section 9. Associate Corporate
Members. Corporations interested in indigenous and
non-indigenous hoofstock animals, and which support the right to
privately own, manage, and breed indigenous and non-indigenous
hoofstock animals, and which support a landowner's right to control
his or her own land, may become Associate Corporate Members.
Associate Corporate Members shall be entitled to attend general and
special meetings of the Association but shall not be entitled to
vote on any matter. The annual dues of Associate Corporate Members
shall be two hundred ($200.00) dollars. The name of Associate
Corporate members shall be recognized as such. Associate Corporate
Members shall designate up to six (6) members of the corporation to
be listed individually as Associate members of the
Association.
ARTICLE III MEETINGS OF
MEMBERS
Section 1. Annual Meeting. The
annual meeting of the members of the Association for the election of
Directors and the transaction of such other business as may properly
come before the meeting shall be at such place and on such date and
at such time in March or April of each year as the Board of
Directors may from time to time determine, provided such
determination shall be made by the Board of Directors at a meeting
held in or prior to the first week in February of the year. If no
timely action is taken by the Board of Directors as to any year, the
annual meeting of members shall be held in the Association's
principal office at ten o'clock in the forenoon of the third Friday
in March of every year for which no timely action is taken, as
provided by this section.
Section 2. Special Meetings.
Special meetings of members for any purpose or purposes may be
called at any time by the President or by any five (5) of the
Directors to be held at such time and place as may be designated in
the notice of the meeting. The President or Vice-President or the
Secretary shall promptly call such a meeting whenever ten percent
(10%) or more of the Active Members in good standing shall make
written application therefore, stating the purposes of the meeting
applied for. The business transacted at any special meeting of
active members shall be limited to the purpose stated in the notice.
Section 3. Vote by Proxy. Active
Members of the Association in good standing may vote at any annual
or special meeting by proxy duly appointed in writing.
Section 4. Quorum of Members. For
the purpose of holding an election of Directors or the transaction
of other business, a quorum of Active Members either present or
present by proxy shall consist of not less than ten percent (10%) of
the total number of Active Members in good standing as provided by
Section 2.12 of the Texas Non-Profit Corporation Act.
Section 5. Notice Meetings of
Members. Only Active Members in good standing as of January 31
of each year shall be entitled to notice of and to vote at the
annual meeting for such year. Notice of the annual meeting shall be
deposited in the United States mail addressed to the member at his
or her address as it appears on the records of the Association, with
the postage thereon paid, not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, and when so mailed
the notice shall be deemed delivered. Notice of all special meetings
of members shall be given in like manner but may be mailed not less
than five (5) days before the special meeting and shall specify the
purpose or purposes of the meeting.
DIRECTORS
Section 1. Powers of Board of
Directors. All the affairs of the Association shall be under
the control of the Board of Directors. The Board shall have the
power from time to time to adopt, alter, and amend By-Laws and rules
and regulations.
Section 2. Nomination and Election of
Directors. During the month of January of each year after the
first full calendar year following the organization of the
Association, the Board of Directors made up of thirty (30) members,
shall appoint a nominating Committee consisting of two (2) members
of the Board of Directors and three (3) Active Members of the
Association who are neither Directors nor Officers of the
Association. The Nominating Committee shall promptly select not less
than twelve (12) or more than fifteen (15) persons as nominees and
candidates to be voted upon at the next annual meeting of Active
Members of the Association, to fill the vacancies of the Directors
whose term of office will next expire or Directors who are deceased
or who have resigned. The names of such nominees shall be placed on
a written or printed ballot and mailed to each Active Member with
the notice of the annual meeting. Such ballot shall provide that the
same may be marked by the Active Member so as to indicate the number
of persons to be elected Directors for whom he or she desires to
vote, and, same may be mailed in a sealed envelope marked “Ballot”
to the Secretary of the Association and the same shall be placed in
the ballot box and to be opened, tallied, and counted at the annual
meeting with the other written or printed vote of other members who
may attend the meeting and cast their ballots in person. All voting
for Directors shall be by such written ballots and the nominees
receiving the greatest number of votes shall be declared elected. In
the event of a tie vote the election shall be determined by the
drawing of lots in a manner approved by the nominees affected by the
tie vote. Any Active member in good standing may “write in” any
candidate or candidates for Directors they may desire and cast their
vote for such candidates; but no ballot shall be considered or
counted in which the member attempts to vote for more than the
number of Directors designated to be elected.
Section 3. Meetings of Directors.
The Board of Directors shall hold a meeting as soon as practicable
after the adjournment of the annual meeting of members, at which
time the officers as the Association shall be elected for the
ensuing year; and, at which any and all business and affairs of the
Association may be acted upon. No notice of said meeting need be
given. Special meetings of the Board of Directors may be called from
time to time by the president or the Secretary or by written call
and notice signed by any five (5) or more Directors filed with the
Secretary whose duty it shall be to mail said notice to all of the
Directors of the Association. Notices of special meetings of
Directors, stating the time and place of the meeting, shall be given
by mailing the same to the Directors not more than thirty (30) days
or less than five (5) days before the date set for the meeting; and
unless otherwise stated in the notice the meeting shall be held at
the principal office of the Association.
Section 4. Quorum of Directors.
Unless mandatorily otherwise required by law, sixteen (16) Directors
present or present by proxy shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. If
less than a quorum be present at a meeting the Directors present may
adjourn the meeting and the meeting may be held on the date to which
it is adjourned without further notice. Except as other wise
provided by law or by the Articles of Incorporation or these
By-Laws, when a quorum is present at any meeting of the Board of
Directors a majority of the Directors present at such meeting shall
decide any question coming before such meeting.
Section 5. Attendance at Meetings.
A Director's position is one of trust and confidence placed on an
individual by the membership of this Association. Attendance at
Board Meetings is paramount to this trust. An Association's Director
shall be allowed three (3) missed meetings, either unexcused or by
proxy, in a twelve (12) month period beginning with the Annual
Membership Meeting each year.
Section 6. Conduct of Meetings.
Each meeting of the Board of Directors shall be presided over by the
Chairman of the Board or the President; or in the absence of either,
by a Vice-President or a person selected to preside by the vote of
the majority of the Directors present. The Secretary, or in his or
her absence an Assistant Secretary, or in the absence of both, any
person designated by the Chairman of the meeting shall act as
Secretary of the meeting. All meetings shall be conducted in an
orderly manner but no formal rules or order of business shall be
applicable.
Section 7. Committees. In addition
to the Nominating Committee, the Directors of the Board shall
appoint from their number an Executive Committee. The Executive
Committee will consist of the Chairman of the Board, President,
Vice-President, and a maximum of five additional Board of Directors.
The Secretary-Treasurer will be an Ex Officio member with no voting
rights. The Executive Committee, between meetings of the Board of
Directors, shall have all the powers of the Board of Directors with
respect to all matters relating to the affairs of the Association.
All action of the Executive Committee shall be reported to the next
succeeding meeting of the Board of Directors for approval or
disapproval; but, the Board of Directors shall not have the
authority to disapprove an action taken by the Executive Committee
on which other persons or parties have acted or relied and whose
rights would be adversely affected by the withholding of such
approval.
The
Board of Directors may appoint a Technical Committee consisting of
wildlife biologists and other technical persons in the wildlife
field and a committee to study and make recommendations with
reference to the establishment of trophy standards and trophy
records of indigenous and non-indigenous hoofstock animals, both of
which may be standing committees until changed by the Directors.
The
Board of Directors may appoint such other standing or temporary
committees, as the Directors may deem proper.
Section 8. Honorary Board of
Directors. There shall be established an Honorary Board of
Directors. The current acting Board of Directors shall by vote
appoint to a permanent position on this Honorary Board those
directors who have served the Association with distinction for many
years.
The
appointment to this Honorary Board of Directors will not preclude
these Directors from serving on the current and active Board of
Directors, if duly elected by the manner prescribed in these
By-Laws.
The
members of the Honorary Board of Directors, in such capacity, shall
have no vote in Director's meetings on any issue as to operation of
the Association. The Board of Directors, if it so chooses, may
consult with, and seek counsel and advice from any individual or
group of Honorary Directors.
Section 9. State Chapter Directors. Upon organization, a new
state chapter will be eligible to select, from its membership, one
person who will serve on the Board of Directors of the Association
and will be granted all voting rights and privileges for a period of
three (3) years. This state chapter Director will then have to be
elected to the Board of Directors by the general membership of the
International Association at the next annual meeting following his
or her term.
ARTICLE V OFFICERS
Section 1. Number and Designation of
Officers. The Officers of the Association shall be Chairman of
the Board, a President, one or more Vice-Presidents, a Secretary, a
Treasurer and other officers as may be appointed as provided in
Section 2 of this Article. The Officers specifically named above
shall be elected annually by the Board of Directors after the
election of Directors at the annual meeting of members and shall
hold office until their successors are duly elected; subject,
however, to the provisions of Article VI hereof. In the event of the
failure of the Board of Directors to so elect any such Officers,
such Officers may be elected at any subsequent meeting of the Board
of Directors. Any person may hold two or more offices, provided
President and Secretary shall not be the same person. If the office
of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors.
Section 2. Other Offices. The Board
of Directors may, from time to time, appoint one or more other
officers of the Corporation, including one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other
officers as the Board may deem desirable. Each officer so appointed
shall hold office at the pleasure of the Board of Directors and
shall exercise such powers and perform such duties as may be
assigned to him or her by or pursuant to authority of the Board of
Directors or the President.
Section 3. Chairman of the Board.
The Chairman of the Board shall preside at the Board of Directors
meeting during the election of the President, Vice-Presidents,
Treasurer, Assistant Treasurers, Secretary, and Assistant Secretary,
if the Board of Directors chose to elect all or part of these
Officers. The Chairman of the Board shall also be Chairman of the
Executive Committee.
Section 4. President. The President
shall, subject to the direction and control of the Board of
Directors, be the chief executive officer of the Association and
shall have supervision of the financial and other affairs of the
Association, as well as all powers and duties usually incident to
such officer. The President shall preside at all meetings of the
Board of Directors, except the election of Officers, and of members
at which he is present.
Section 5. Vice-President. In the
absence or inability to act for the President, any Vice-President
designated by the Board of Directors shall perform all the duties
and may exercise all the powers of the President. Each
Vice-President shall have such other powers and shall perform such
other duties as may be assigned to him by the Board of Directors or
the President.
Section 6. Treasurer. The Treasurer
shall have general supervision over care and custody of the funds
and securities of the Association and shall deposit the same or
cause the same to be deposited in the name of the Association in
such bank or banks, trust company or trust companies, and in such
safe deposit company or companies as the Board of Directors may
designate; shall have supervision over all receipt and disbursements
of the Association and also general responsibility for its
accounting procedures and practices; shall, whenever required by the
Board of Directors or the President, render or cause to be rendered
an account or accounts of all his transactions as Treasurer and of
the financial condition of the Association; shall have the power and
perform the duties usually incident to the office of Treasurer, and
shall have such other powers and perform such other duties as may be
assigned to the Treasurer by the Board of Directors or the
President.
Section 7. Assistant Treasurers.
The Assistant Treasurers shall perform the duties of the Treasurer
in his or her absence or inability to act, and shall perform such
other duties as may be assigned to them by the Treasurer, or by the
Board of Directors or the President.
Section 8. Secretary. The Secretary
shall act as Secretary of all meetings of members and of the Board
of Directors at which he or she is present, shall have supervision
over the giving of notices of the Association, shall be the
custodian of the corporate records of the Association, shall be
empowered to affix a corporate seal to documents where a seal is
required, shall exercise the powers and perform the duties usually
incident to the office of Secretary, and shall exercise such other
powers and perform such other duties as may be assigned to the
Secretary by the Board of Directors or the President.
Section 9. Assistant Secretary.
Assistant Secretaries shall perform the duties of the Secretary in
the absence or inability of the secretary to act, and shall perform
such other duties as shall be assigned to them by the Secretary, or
by the Board of Directors of the President.
Section 10. Fidelity Bond. The
Board of Directors shall have the power to require any officer or
employee of the Association to give an appropriate fidelity bond for
the faithful discharge of his duties, and accounting for funds and
property, in such form and in such amount and with such surety or
sureties as the Board of Directors may deem advisable.
Section 11. Compensation for Agents and
Employees. The compensation of all agents and employees of the
Association shall be fixed by the Board of Directors, or pursuant to
authority of general or special resolutions of the Board of
Directors; but no compensation of any kind shall ever be provided
for or paid to any Director or any Officer. Assistant Officers,
however, appointed under section 2 of this Article who are not
Directors and who are employees of the Association, may be paid only
for services as such employees.
ARTICLE VI
RESIGNATIONS AND
REMOVALS Section 1. Resignations. Any
Director, Officer, or agent of the Association may resign at any
time by giving written notice to the Board of Directors, or to the
President, or to the Secretary of the Association; and, any member
of any Committee may resign at any time by giving notice either as
aforesaid, or to the Committee of which he or she is a member or to
the Chairman thereof. Any such resignation shall take effect at the
time specified therein; or, if the time is not specified, upon
receipt thereof, and, unless otherwise specified therein, acceptance
of such resignation shall not be necessary to make it effective.
Section 2. Removals. Any member,
Director, Officer, Employee or Agent, or Member of any Committee may
be removed at any time by the majority vote or written action of the
majority of the entire Board of Directors upon a finding, reached
after the person involved has been fully advised and heard, that the
Member, Director, Officer, Employee, or Agent is guilty of a felony
or any misrepresentation, deception, or fraud with reference to any
matter relating to indigenous or non-indigenous hoofstock animals or
is guilty of conduct detrimental to the welfare of the Association.
The
Board of Directors, by resolution adopted by the majority of the
whole Board, may also at any time remove or discharge, with or
without cause, any Officer, Employee, Agent, or Member of any
Committee appointed by it or hired with its approval or otherwise. A
Director found in violation of Article IV Section 5 shall appear
before the Board of Directors and show cause as to why he or she
should not be removed from the Association's Board. The Board may
remove the Director, by resolution adopted by the majority of the
remaining Board members.
ARTICLE VII
VACANCIES Section 1. Among Directors. Any
vacancy occurring in the office of Director by reason of death,
resignation, retirement, disqualification, or removal from office,
or otherwise, any new directorship created by an increase in the
number of directors, shall be filled by the majority vote or written
action of the remaining Directors. Directors so appointed shall
serve during the unexpired portion of the term of their predecessor.
Section 2. Among Officers, etc. If
the Chairman of the Board, the Office of the President, any
Vice-President, the Secretary, any Assistant Secretary, the
Treasurer, or any Assistant Treasurer becomes vacant at any time by
reason of death, resignation, retirement, disqualification, removal
from office, or otherwise, such vacancy or vacancies shall be filled
by the vote of the Board of Directors at a meeting at which a quorum
is present.
ARTICLE VIII
DEFINITIONS Section 1. Definition of Non-indigenous
hoofstock animal. The term “Non-indigenous hoofstock animal” as
used in these By-Laws shall, until amended by action of the Board of
Directors, be construed to mean and include all hoofstock animals
which are not native to the North American Continent included in the
families of animals popularly designated as deer, antelope, sheep,
goats, equine, and bovine.
Section 2. Definition of Indigenous
Hoofstock Animal. The term “indigenous hoofstock animal” as
used in these By-Laws shall, until amended by action of the Board of
Directors be construed to mean and include all “hoofstock animals
native to the North American continent” included in the families of
animals popularly designated as deer, antelope, sheep, goats,
equine, and bovine.
Section 3. Change of Definitions.
The Board of Directors may add to and otherwise change the foregoing
definitions and may include said definitions and changes in and
amendments thereto in Rules which shall have the force of By-Laws.
ACTION WITHOUT
MEETINGS Section 1. By Members. Whenever, in
the opinion of the Board of Directors, action or approval with
respect to any matter by Active Members is necessary or desirable,
the matter may be prepared in a form of resolution which would be
adequate if passed at a meeting of the Active members and mailed to
each of the Active Members with a form for his or her written vote
of approval or disapproval to be returned by mail or otherwise to
the Secretary within a limited time to be stated in the request for
approval or disapproval. The action of a majority of the Active
Members so voting by mail thereon shall constitute action thereon
with the same effect as though the vote had been taken at a meeting
of Active Members held in accordance with these By-Laws; provided,
however, that the total number so voting by mail shall be equal to
the number required for a quorum of Active Members at a meeting of
such members as provided by these By-Laws.
Section 2. By Directors. Any matter
which can be decided or acted upon by the Board of Directors at a
meeting held in accordance with these By-Laws may be acted upon by
submitting the action in the form of a resolution in form and manner
provided in Section I of this Article, and the written, vote thereon
by a majority of the entire number of Directors constituting the
Board of Directors shall be a valid action thereon as though the
same had been done at a meeting of the Directors held in accordance
with these By-Laws.
Approved by the Board of Directors on May 14,
2004 |
