By-Laws

AUGUST 1975
REVISED OCTOBER 1992
REVISED NOVEMBER 1994

ARTICLE I

NAME: The name of the organization shall be the ALAMO EXECUTIVES' CLUB.

ARTICLE II

OBJECTS: The objects of this organization shall be: (1) To institute and maintain a method of collection, recording and exchanging business information for and between its members; (2) to encourage local and foreign trade expansion for the benefit of its members; (3) To create and encourage cooperative business methods so as to better or increase the efficiency and service of the businesses of its members; (4) To develop and carry on such activities as shall be found best to promote the welfare of its members and effect the purposes for which the organization is formed; (5) To encourage business and professional development within the community as a whole.

ARTICLE III

REGULAR MEMBERSHIP: Individual representatives may be sponsored by sole proprietorships, partnerships, corporations and associations of good character and outstanding business and professional reputation. Each shall represent a different business, trade, occupation or profession and shall be classified accordingly ("Classification"). The membership shall belong to the individual of such firm, corporation or association. The admission of all members shall be subject to the approval of the board of directors and designated representation for each classification shall be singular.

PROPOSALS FOR MEMBERSHIP: Shall be on such forms and in such manner as may be prescribed by the board of directors. Proposal for membership shall be submitted to the secretary who will relay the proposal to the board of directors for consideration and approval. If and when approved by the board of directors, the members shall be advised of the proposed new member at the next regular meeting and that advice shall be printed in the minutes of that meeting. If no negatives are received prior to the next meeting following notification, the proposed member shall be extended an invitation to join. When objections are received, the board of directors will be the final authority.

CLASSIFICATION: No prospect or member of the association shall apply for or hold more than one classification of membership.

CHANGE: A member may change his classification provided he makes application for such change on the designated form to the board of directors. A member may change his classification by the same method as a proposed member.

TRANSFER: Memberships are not transferable without the approval of the board of directors. When a business is sold or when management changes, membership shall be held in abeyance for thirty (30) days during which time a new application for membership shall be made. The new firm's qualifications for membership and representation shall be treated the same as for a new member.

MEMBERSHIP EMERITUS: Individual members who have attained 20 years of membership may request their status be changed from regular to emeritus membership. In so requesting, members will relinquish their categories, continue to pay their dues, attend meetings and contribute business information. They will not be required to meet Article IX attendance requirements.

ARTICLE IV

ADMISSION FEES AND DUES: Initiation fees shall be fixed by the board of directors and shall be payable at the time application is made for membership (currently $25.00). Dues shall be fixed by the board of directors who will also determine the advance billing periods and dates. Members accepted after the 15th day in any given month shall pay no dues for that month.

Regular dues shall be for the periods January 1 through December 31.

Fees and dues will cover expenses incurred with the approval of the board of directors.

DELINQUENTS: Any member who fails to pay his dues and other association expenses levied by the board of directors within thirty (30) days after due date will have his membership terminated by board action. When a member is terminated, written notice shall be given together with a closing statement of the remaining balance due.

ARTICLE V

BOARD OF DIRECTORS: The control and management of this association shall be vested in a board of directors of not less than five (5) members: the president, vice president, secretary, treasurer and the immediate past president. Any vacancies occurring on the board other than normal retirement shall be filled by a two-thirds (2/3) vote of the board of directors and the appointment shall be for the remaining term except in the case of the office of president which shall be filled by the vice president. In such case, a board member at large shall be selected by the two thirds (2/3) vote of the board of directors.

The board of directors should enforce the existing bylaws regarding membership, attendance, and transfer of membership. The directors are empowered to engage any bookkeeping or secretarial personnel required to meet their responsibilities.

Three members of the board shall constitute a quorum, and at any meeting, a majority of those in attendance shall have power to act. The board shall hold regular meetings, at least one each month and such special meetings as the interest of the association shall require. Special meetings shall be called by the president or by the coordinator at the request of three or more directors or at the request of one-fifth (1/5) of the membership, by reasonable notice to each director.

ARTICLE VI

OFFICERS: There shall be a president, vice president, secretary, and treasurer who will also serve as members of the board of directors.

ELECTIONS: All officers shall be duly elected by a majority vote of the members present and will serve a term of twelve months; elections shall be by written secret ballot No officer shall hold the same office for more than two consecutive terms. Elections will be held at the first meeting in December.

The board of directors shall present to the membership a slate of prospective officers thirty days prior to regular elections. Write-in candidates may be submitted to the board of directors, who will forward them to the secretary for publication in the newsletter two weeks prior to regular elections.

DUTIES: The president shall preside at all regular association meetings of the board of directors, and shall appoint all committees and have a vote in all association matters.

The vice president shall, in the absence of the president, have all powers and perform all duties vested in the president.

The treasurer shall be responsible for verification, at regular intervals, of all financial transactions of the association.

The secretary shall: (1) Keep full and accurate minutes of all meetings of the membership and board of directors and such committee meetings as may be required from time to time ;(2) Keep accurate records of all correspondence; (3) Preserve and maintain correct roll of members; (4) Be custodian of such other records and property as may be entrusted to him; (5) Distribute to the members in effective form and manner information of value concerning leads submitted by member and keep a full record of same and results reported therefrom; (6) Issue and sign checks with the president, vice president or treasurer as authorized by the president under the authority of the board of directors or the bylaws.

ARTICLE VII

COMMITTEES: The president shall appoint such committees as he deems necessary. Each committee shall serve no longer than six months. Special committees may be appointed from time to time for such purpose and term as may be desirable and justified. All committees shall report to and be subject to the board of directors. No committee shall incur any financial obligation without authorization of the board of directors.

ARTICLE VIII

MEETINGS AND QUORUMS: Regular weekly meetings of the membership shall be held each Wednesday, except on holidays, at 8:00 a.m. with a one hour limit, provided there shall be no morning meeting on days when evening meetings are held. Quarterly meetings for members only shall be held for the purpose of electing officers and the other items of business which require membership participation with no craft talk scheduled. Two thirds (2/3) of the members present and in good standing, shall constitute a quorum at any meeting. Reasonable notice of such meetings shall be communicated to the membership by the association's office.

ARTICLE IX

ATTENDANCE: All members shall be entitled to five absences during a quarter (13 week period); the sixth absence during a quarter may constitute membership termination. Prolonged illness, extended travel, or personal problems confronting members shall be considered individually by the board of directors.

ABSENCES: The secretary will send a letter to all members that have 4 absences in any one calendar quarter. This letter will notify the member that two more absences within the present calendar quarter may result in termination.

No substitutes shall be allowed to attend meetings for absent members.

TERMINATION OF MEMBERSHIP: Termination of membership shall be done by board action and that member shall be notified in writing that membership has been terminated.

Members Emeritus are excluded from attendance requirements.

ARTICLE X

RULES OF ORDER AND AMENDMENTS: Robert's Rules of Order shall be the parliamentary guide for the association. These bylaws may be amended by a vote of two thirds (2/3) of the members present at any meeting, provided, however, that reasonable notice shall have been given to the members of the proposed amendment and of the meeting at which it is to be considered.

Upon acceptance all new members shall receive a current copy of the bylaws.

ARTICLE XI

TERM OF EXISTENCE AND PROPERTY: This association shall remain in existence until such time as two thirds (2/3) of its active members petition in writing to dissolve it. No member shall have any separate right, title or interest in the assets of the association until it is duly and properly liquidated.

ARTICLE XII

EXPULSION: In view of Article II of these bylaws, any member who shall be guilty of conduct inconsistent with the objectives of the association or is guilty of conduct inconsistent with the ethics of his business or profession shall be deemed to be an infractionary member. In any such case, the board of directors shall act as a Grievance Committee and shall be vested with full power to deal in such situations. In acting as such Grievance Committee, the board may hold private or open hearings; may take any and all action it deems necessary under the circumstances; and may receive oral or written testimony. The decision reached by the Grievance Committee shall be reported to the membership at the next regular meeting. The membership shall either approve or reject such decision by majority vote of the members present at such meeting.

ARTICLE XIII

DONATIONS: This association shall make no donations, charitable or otherwise, unless it is determined that such donations would further the interest of this association and its members.

ARTICLE XIV

ABSENTEE VOTING: Absentee voting shall be allowed only for the annual election of officers.