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BY-LAWS

TEXAS CACTUS COUNCIL

ARTICLE 1 PURPOSE

The purpose of the Texas Cactus Council shall be to further the general welfare of its members through:

  1. Education programs and research designed for the culture, promotion, development, production, utilization and marketing of pear and other cacti, the compilation and dissemination of scientific and other useful and worthwhile information to members and other interested parties.
  2. The harvesting, preserving, processing, storing, handling, shipping, or utilization of any such products of its members, or the manufacturing or marketing of the by-products thereof.
  3. The study of cacti's ecological and environmental impact.
  4. Developing genetic material of cactus.
  5. Dissemination of usable cacti for propagation.
  6. Stabilization and reclamation of damaged ecosystems and water conservation through zeroscaping.

ARTICLE 2 MEMBERSHIP

Section 1: Types of Membership

  Active membership with voting privileges in the organization shall be limited to individuals, partnerships or corporations who bear a reputation for trustworthy dealings and are actively engaged in the production or use of prickly pear cactus and its by-products.

  Sustaining membership without voting privileges shall be limited to allied businesses which bear a reputation for trustworthy dealings and are associated with some phase of prickly pear production, utilization or cacti product manufacturing or marketing.

  Professional membership without voting privileges shall consist of persons interested in prickly pear education, culture, utilization or research.

  Associate membership without voting privileges shall consist of persons interested in prickly pear education, culture, utilization or research.

  Student membership without voting privileges shall consist of students interested in prickly pear education, culture, utilization or research.

Section 2: Dues

Section 3: Notification of Meetings

All members shall be on the mailing list for the Corporation newsletter and other important mailings. Corporation newsletter will serve as minutes of past meetings and as notice of future meetings.

Section 4: Membership Suspension or Termination

The rights of any member to membership in the organization may be suspended or terminated for cause by action of the Board of Directors or automatically without Board action in the case of dues' delinquency. Such cause for suspension or termination of membership shall be:

  Non-payment of dues on or before the Annual Meeting of each year or such other date as may be fixed by the Board of Directors; and

  Violation of any provisions of the By-Laws of the organization or performance of other acts which are considered prejudicial to the best interest of the organization; such suspension or termination of membership shall be accomplished by vote of a majority of the members of the Board of Directors in meeting assembled, after due notice and an opportunity for hearing shall have been given the member involved.

Suspended or terminated members may be reinstated to membership in the organization by vote of a majority of the members of the Board of Directors in meeting assembled, under such reasonable and equitable conditions as may be required by said Board of Directors.

ARTICLE 3 BOARD OF DIRECTORS

SECTION 1

Management and control of the organization shall be vested in the Board of Directors, the members of which shall be elected by the active membership at the annual meeting. Each Director will serve without pay.

SECTION 2

The Board of Directors shall consist of seven directors. Said Directors shall be the President, the Vice-President and five other directors elected to staggered terms by the general voting membership.

All Directors must be active members of the organization or a member of a partnership or an officer in a corporation, which is an active member of the Texas Cactus Council.

SECTION 3

At the first general meeting, two (2) directors shall be elected to serve one-year terms, two (2) directors shall be elected to serve two-year terms, and one (1) director shall be elected to serve a three-year term.

After the first year directors shall be elected and/or reelected to two-year terms. Directors whose terms expire may be reelected to office by the voting membership at the general meeting. No director may serve more than three consecutive terms.

The Board shall fill vacancies in the Board of Directors until the next general meeting at which time a successor shall be elected to serve the unexpired portion of the original Director's term.

SECTION 4

The Board of Directors shall have general supervision of the affairs of the organization. The Board shall have the right to delegate such rights and duties, for such periods of time and on such terms and conditions, as determined by the Board, to such officers, directors or other persons in the discharge of their duties as herein provided, and handle such affairs as may properly be brought to the Board's attention. Although all officers and members of such Board shall serve without remuneration, nothing here-in contained shall prevent reimbursement for authorized or approved expenses and similar items, which are approved by the Board.

While it shall be the general duty of the Board of Directors to transact all business and by vote settle all controversial matters that may come before it, nothing in this designation of voting power shall be construed as precluding the privilege of the floor to any member for discussion.

ARTICLE 4 OFFICERS

SECTION 1

The officers of the organization shall consist of a President, Vice-President and Secretary-Treasurer.

The President and Vice-President shall be elected from the active membership by a majority vote of the active members voting, in person, at the general meeting of the organization. The President and Vice-President shall each hold such office for two years from the date of their election. They may hold no more than 2 (two) consecutive terms in each elected office.

The Secretary-Treasurer (who may be a non-member and having no voting rights on the Board) shall be appointed by the Board and shall hold office until resignation or until the appointment of a successor by the Board. The Secretary-Treasurer may serve as the Recording Secretary or designate a member to serve in this capacity.

SECTION 2 Vacancy

If a vacancy should occur in the office of the President or Vice-President, the same shall be filled by a vote of the majority of the Board of Directors, such appointee to serve until the next regular general meeting of the organization. In absence of the President from any meeting, the Vice-President shall exercise the duties of the Office of the President.

SECTION 3 Duties of the President

The President shall: have general supervision of the work of the organization, with Board approval of actions; preside at all meetings of the Organization Board of Directors and Executive Committee. The President shall sign contracts ordered by the Board of Directors and represent the Corporation and be the official medium of communication with other organizations; shall serve as ex-officio member of all committees except the nomination committee, conduct the correspondence of the organization, appoint, with Board approval, chairman of standing committees, task force and other committees.

SECTION 4 Duties of the Vice-President

The Vice-President shall preside at all meetings of the organization and of the Board of Directors in the absence of the President; have the active interest in the financial records and reports of the organization and in all matters perform the duties usually incumbent on Vice-Presidents.

SECTION 5 Duties of the Secretary-Treasurer

The Secretary-Treasurer shall collect annual dues and all other monies due the organization and in all matters perform the duties usually incumbent on the Secretary-Treasurer. The Secretary-Treasurer shall make reports of receipts and disbursements as the Board of Directors requires and directs, and in all matters pertaining to the office, be under the direction of the Board of Directors.

The Secretary-Treasurer shall receive and keep account of all monies belonging to the organization, paying out the same upon receipt of liabilities or expenditures authorized by telephone or polled vote by the Board of Directors.

The Secretary-Treasurer shall make a written annual report of receipts and disbursements, which shall be regularly audited by a committee appointed by the President or by a public accountant. Such assistants either compensated or otherwise, as are deemed advisable and approved by the Board of Directors, may aid the Secretary-Treasurer.

ARTICLE 5 MISCELLANEOUS

SECTION 1 Advisory Committee

The Past Presidents shall continue to serve as members of the Advisory Committee for a period of two years after completing their term as President.

Other members of the Advisory committee and sub-committees, from business and governmental sectors, as well as education and research institutions, will be appointed by the President and approved by the Board, as needed to assist the Board of Directors, committees and officers in coordination of the organizations' activities.

Individuals serving as advisors to the Texas Cactus Council Board of Directors, and its committees, will not be considered voting members of the Board or said committees.

SECTION 2

It is contemplated that from time to time, grants will be made or received by the organization to or from universities or other persons or organizations for promotion, education or research purposes in which the organization is interested. This will be under the general supervision of the officers and Board of Directors and the Secretary-Treasurer shall direct and coordinate such activities.

ARTICLE 6 MEETINGS

SECTION 1 General Meetings

The general meeting of the organization shall be held each year in the spring. Notices shall be sent 30 days prior to a meeting.

SECTION 2 Board of Directors' Meetings

The Board of Directors shall have at least one meeting immediately preceding the general meeting and shall meet quarterly, at least, thereafter.

Nothing herein shall prevent the transaction of the business of the Board of Directors by mail or telephone ballot, should necessity thereof arise.

SECTION 3 Regular Meetings

Regular meetings shall be held monthly, rotating throughout the area, time and location to be set by the organizations' members present with notice sent prior to meetings.

SECTION 4 Quorum

A Quorum at any meeting shall consist of members present and voting, provided that at least two officers are present. Simple majority rules, with some stated exceptions.

SECTION 5 Special Membership Meetings

Special Membership meetings may be called by the President or a majority of the Board of Directors, at such time as they may designate. At any Special Membership Meeting, only such business of the organization as has been designated in the notice of the meeting shall be conducted or submitted to the active members for action.

SECTION 6 Sign-in-Sheet

Sign-in sheet will be required at all meetings. Minutes will be kept at each meeting.

ARTICLE 6 INCORPORATE

Written notice of all meetings shall be mailed by the Secretary-Treasurer to all members prior to date of such meeting. In case of a special membership meeting, such written notice shall be made as expeditiously as possible. Due and sufficient notice of all Director's meetings shall be given to the Officers, Directors and Immediate Past Presidents by the Secretary-Treasurer.

ARTICLE 7 VOTING

Upon all matters submitted to the meeting of the membership of the organization, each active member shall be entitled to cast one vote in person.

ARTICLE 8 ADVERTISING

No member shall make reference to the Texas Cactus Council in any advertisement not authorized by the Board of Directors.

ARTICLE 9 PROFITS

No income or profits which may accrue to, or be earned by the organization shall ever be distributed to the members by way of dividends, but the same shall be used by the Directors of the organization in the furtherance of its purposes.

Upon the dissolution of this corporation, all assets remaining after the payment of its obligations shall go to the Texas A & M University-Kingsville for continued distribution of educational material of cacti culture or as designated in accordance with item (1) or (2) of Article 1 hereby (By-Laws of the Texas Cactus Council), by a majority vote or either the membership or the Board of Directors.

ARTICLE 10 COMMITTEES

All committees and sub-committees shall be appointed annually by the President and approved by the Board of Directors. Except for the Advisory Committee all committee members must be voting members of the Texas Cactus Council.

  ADVISORY COMMITTEE: Shall assist the Board of Directors, committees and officers in coordinating the organization's activities.

  CONFERENCE COMMITTEE: Shall be responsible for the organization and staging of the general meeting's logistics.

  FINANCE COMMITTEE: Shall be responsible of all fiscal matters of the organization which will include, but not be limited to auditing, budgeting, dispersing and soliciting funds for the Texas Cactus Council.

  INTERNATIONAL AFFAIRS COMMITTEE: Shall be responsible for coordinating the international affairs of the Texas Cactus Council, in turn, reporting to the Board of Directors and keeping membership informed about international matters of interest.

  MARKETING COMMITTEE: Shall be responsible for determining marketing alternatives and potential, in turn, presenting these to the Board of Directors and the membership for discussion and action.

  MEMBERSHIP COMMITTEE: Shall be responsible for assisting the Secretary-Treasurer in maintaining an up-to-date list of members, to identify and screen potential members and to, at all times, promote membership in the Texas Cactus Council.

  NOMINATING COMMITTEE: Shall be responsible for recommending to the voting members, candidates to fill the offices of President, Vice-President and individuals to serve on the Board of Directors. The members of the Board of Directors shall serve as the Nominating Committee.

  PROMOTION COMMITTEE: Shall be responsible for the promotion of the Texas Cactus Council, its products and activities, through various channels, i.e., news articles, posters, television, radio, etc.

  RESEARCH COMMITTEE: Shall be responsible for determining research alternatives and potential, in turn, presenting these to the Board of Directors and membership for discussion and action.

ARTICLE 11 INDEMNIFICATION

Section 1: No officer or Director shall be liable for acts as such, and is excluded from liability under any present or future provision of the Texas Non-Profit Corporation Act. In addition to the fullest extent now hereafter permitted by the Texas Non-Profit Corporation Act, each officer or Director shall, in the discharge of any duty imposed of power conferred upon him or her by the Corporation, be fully protected if the officer or Director acted in good faith, with exercise of ordinary care.

Section 2: Affairs of liabilities, liability protection and related matters shall be handled by the Board of Directors, exercising good faith, ordinary care and common sense. Any related actions calling for financial commitments are to be brought to the membership for approval.

ARTICLE 12 AMENDMENTS

SECTION 1

These By-Laws may be amended at any regular general meeting of the organization, or any called special membership meeting by a vote of 2/3 of the active members present and voting, either in person or by written proxy.