Bylaws

 

Bylaws of the

San Angelo Texas A&M University

Mothers’ Club

ARTICLE I – NAME

The name of this organization shall be the San Angelo Texas A&M University Mothers’ Club, (the Club) a member club of the Federation of Texas A&M University Mothers’ Clubs (the Federation).

ARTICLE II – OBJECT

The object of this organization is:

  • By individual and united effort to contribute in every way possible to the comfort and welfare of the students and to cooperate with Texas A&M University and its branch campuses in always maintaining a high standard of moral conduct and intellectual attainment.
  • To cooperate with the Federation of Texas A&M Mothers’ Club.
  • Said organization is organized exclusively for education purposes, including for such purposes the making of distributions to organizations under Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue law.
  • The organization will distribute its income for each tax year at such time and in such manner so that it will not become subject to the tax on undistributed income imposed by the Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws.
  • The organization will not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws.
  • The organization will not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws.
  • The organization will not make any investments in a manner that would subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws.
  • The organization will not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any later federal tax laws.

ARTICLE III – JURISDICTION

The Club’s designated area as defined by the Federation includes the counties of Coke, Concho, Crockett, Irion, Reagan, Sutton, Runnels, Schleicher, Sterling and Tom Green.

ARTICLE IV – MEMBERS

Section 1. Types of Members.

  1. Active Member. An active member is a mother, stepmother, or guardian of a current or former student of Texas A&M University, provided the member is considered current on dues and upholds and supports the governing documents of the Federation. An active member shall be entitled to vote in Club business and shall be eligible to hold a Federation office.
  2. Associate Member. An associate member is a person other than a mother, stepmother, or guardian of a current or former student of Texas A&M University. An associate member shall uphold and support the governing documents of the Club and shall not have the right to make motions or voting privileges. An associate member shall not be eligible to serve as a delegate to a Federation business meeting or to hold a Federation or Club office.
  3. Life Member. Lifetime membership shall be available to those who have held active membership in the San Angelo A&M University Mothers’ Club for at least five (5) years. Life Members will have all the privileges of active members including voting. A Life Member cannot be dropped from the roll. A life member will be considered active by registering their membership annually.

Section 2. Request for Resignation.  

The Federation of Texas A&M University Mothers’ Club retains the right to deny/revoke membership to anyone who misrepresents, makes false claims, is negligent or acts in any way that negatively impacts the Club. 

Section 3. Dues and Fees.

Dues and fees shall be determined by the Executive Board (the Board) and shall be submitted by each member to the Club on or before the determined deadline. Any member not paying dues by the determined deadline will not be included in the annual directory. Dues shall be used for operations of the Club, including but not limited to club operations, expenses, student support and scholarships.

  1. Membership Dues. Membership dues for each fiscal year shall be per capita for each active member. Any member may be reinstated upon payment of dues.
  2. Federation Dues. The San Angelo Texas A&M University Mothers’ Club will submit dues to the Federation. Each club member that pays active member dues, is also a member of the Federation.
  3. Life Member Dues. A Life Member is not required to pay annual dues to the Club, but the Club must still remit annual dues to the Federation for each active Life Member who has registered their membership annually. The cost of a Lifetime Membership shall be a one-time fee determined by the Board.

Section 4. Federation and Member Club Relationship

  1. Member clubs are expected to comply with state and federal laws concerning taxes. The Federation shall not be responsible for a club’s failure to do so.
  2. Member clubs shall adopt the same fiscal year as the Federation.
  3. The Federation shall not be responsible for the financial affairs of a member club.
  4. A member club shall not be responsible for any obligation of the Federation.

ARTICLE V – OFFICERS

Section 1. Officers.  The Executive Board (the Board) shall be comprised of the Club officers.

A. Elected Officers. The elected officers of the Club shall be President, four (4) Vice Presidents, Secretary, and Treasurer.

B.  By Virtue of Office. The office of Vice President-at-large shall be filled by the immediate past President.

C. Appointed Officers. A Parliamentarian and or Historian may be appointed by the President.

Section 2. Eligibility.  Eligibility for all elected officers shall include active members in good standing.

Section 3. Term of Office and Term Limits.

Officers shall be elected for a term of one (1) year, or until their successors are elected. No elected officer should serve more than two (2) successive terms in the same office. Officers shall assume the duties of their offices after installation at the May general membership meeting, except the Treasurer whose term of office ends at the close of the Club’s fiscal year.

Section 4. Vacancies.

A vacancy in any elected office shall be temporarily filled by the Vice-President-at-large, a member of the Board, or a member in good standing appointed by the President until ratification by the membership at the next general membership meeting.

Section 5. Removal from Office.  At any regular or special board meeting, the Board may remove by a two-thirds vote, any officer from the position to which the officer has been elected or appointed according to the bylaws, upon the occurrence of any of the following events:

  1. Commission of an act constituting, in the judgement of the Board, as dishonest or other act of material misconduct; fraudulent act; or felony under the laws of Texas or the United States
  2. Inability of the person to perform duties, regardless of the reason, whether by injury, illness or other, which results in incapacity and in the judgement of the Board, an inability to complete the term to which they were elected or appointed.

ARTICLE VI – NOMINATIONS AND ELECTIONS

Section 1. Nominations. 

  1. Nominating Committee Chairwoman and Members. The Nominating Committee shall be comprised of the Vice President-at-large, who shall serve as chairwoman, and three active members appointed by the President. A member of the Nominating Committee shall not be a nominee to an elected office in the upcoming year.
  2. Selection. The Committee shall select a nomination for each elected office.
  3. Report of the Nominating Committee. The report of the Nominating Committee shall be prepared and communicated to eligible voters at least one week prior to being presented at the April general membership meeting.
  4. Nominations from the Floor. If an office is not slated by the April general membership meeting, nominations may be made from the floor.

Section 2. Election. Officers shall be elected at the April general membership meeting. If there is only one nominee for an office, the election shall be by voice vote from eligible voters in attendance. If there is more than one nominee for an office, vote should be by ballot from eligible voters in attendance. A majority of all eligible votes cast shall be necessary to constitute an election. Elected officers should be inducted at the May general membership meeting.

 

ARTICLE VII– EXECUTIVE BOARD

Section 1. Executive Board Composition.

  1. Voting Members. The voting members of the Executive Board (the Board) shall consist of the elected Club officers: President, Vice President-at-Large, four (4) Vice Presidents, Secretary, and Treasurer. Any appointed officers may speak or debate at Board meetings but shall not make motions or vote.
  2. Board Power and Authority. The Board shall have full power and authority to act on any question of the moment needing immediate action at any time between general membership meetings. The Board meetings shall be at the discretion of the President. The Board shall have authority over the affairs of the Club between general membership meetings except as otherwise provided in these bylaws.

Section 2.   Executive Board Duties.

  1. Financial Duties. The financial duties of the Board shall include:
    1. Adopting the annual budget.
    2. Approving the annual financial reports.
  2. Administrative/Other Duties
    1. Filling vacancies that occur in officer positions.
    2. The Board shall perform other financial and administrative duties that may be dictated by the general membership, established in these bylaws, or as required by Texas statutes.

 

ARTICLE VIII – EXECUTIVE BOARD MEETINGS

Section 1. Regular Board Meetings.

The Executive Board shall hold at least three (3) business board meetings during the administration year.

Section 2. Special Board Meetings.

Special board meetings may be called by the President and shall be called by the President on the written request of four of the elected members of the board. The call shall be given with seven (7) calendar days’ notice. Notice may be waived by the members of the Board in accordance with statutory requirements. Board members present at a special meeting shall be deemed to have received, or to have waived, notice.

Section 3. Summer Planning Workshop/Business Meeting.

 The date of the Board’s summer planning workshop and business meeting shall be determined by the President.

Section 4. Quorum.

The quorum for a meeting of the Executive Board shall be a majority of the voting members of the Board.

Section 5. Voting Restriction. Absentee voting or voting by proxy shall be prohibited. If members serve as co-chairs for any position, only one vote is allowed between them for board votes.

 ARTICLE VIII – MEMBERSHIP MEETINGS

Section 1: General Membership Meetings.

Regular meetings of the Club’s membership shall be held monthly from August through May (October, December and February may be optional) to conduct business. The time and place will be designated by the Board and a schedule of business meetings specifying meeting time and place will be published in the Club’s directory, and or other means easily accessible to all members.

Section 2. Special Meetings.

Special meetings may be called by the President or five (5) active members of the Club. Notice shall be sent to the members of the Club at least seven (7) days prior to the scheduled date of the meeting. The call must state the business to be transacted and no other business shall be transacted at the special meeting.

Section 3. Electronic Meetings and Communications.

The Club’s membership, the Board, and all committees are authorized to meet by electronic communications media provided all members present can simultaneously hear each other and participate during the meeting. All communications, including meeting notices shall be sent electronically. A vote conducted through a designated internet service or digital voting application may be utilized for voting and shall fulfill any requirement in the bylaws or rules that a vote be anonymous.

Section 4. Voting Body.

Voting privileges at general membership or special meetings whether in person or electronic shall be limited to eligible voters in attendance.

Section 5.  Quorum.

Ten (10) active members shall constitute a quorum at a general membership meeting.

Section 6. Postponement.

In the event of an emergency, the Board may postpone a general membership meeting. All members of the Club shall be notified of the postponement in a manner determined by the Board to be fair and reasonable under the circumstances.

Section 7. Voting Restriction.

Absentee voting or voting by proxy at general membership or special meetings shall be prohibited.

 

ARTICLE IX – FINANCES

Section 1. Fiscal Year. The fiscal year shall be June 1 through May 31.

Section 2. Financial Records and Annual Reports. The financial records are maintained by the Treasurer and the annual financial report shall conform to generally accepted accounting standards.

Section 3. Budget. A budget for each fiscal year shall be adopted by the Board and shall be the guide for the fiscal management of the Club. A budget committee composed of the immediate past Treasurer, the Treasurer, the President, and Vice President-at-Large, shall prepare the budget for presentation and approval at the Board’s summer planning workshop and business meeting. The approved budget shall be presented to the membership at the first general membership meeting.

Section 4. Audit. The financial records of the Club shall be audited annually by an audit committee composed of at least three (3) members appointed by the outgoing president. An audit report shall be presented by the committee to the Board no later than the September general membership meeting.

Section 5. Tax Returns. Federal and state tax and sales tax returns shall be filed annually or as otherwise required.

Section 6. Personal Inurement. No part of the net earnings of the Club shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these articles. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section (501)(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

 ARTICLE X – DELEGATES AT FEDERATION MEETINGS 

Section 1. Delegates. The delegates to the Federation meetings shall be active members, who are able to attend Federation meetings, and who are approved by the San Angelo Texas A&M Mothers’ Club Executive Board. Delegates shall follow Federation guidelines in number and means of selection as provided for in the Federation bylaws.

ARTICLE XI – PARLIAMENTARY AUTHORITY 

Section 1. Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Club may adopt.

 

ARTICLE XII – AMENDMENT OF BYLAWS

Section 1. Amendment. The bylaws may be amended or revised at any Club general membership meeting by a two-thirds vote of eligible voting members in attendance, provided notice of the amendment or revision indicating its exact content has been presented or sent electronically to the Club membership at least thirty (30) days prior to the general membership meeting.

Section 2. Submitting Proposed Amendments. An amendment may be proposed by an active member of the Club, the Board, or a standing or special committee.  Only amendments approved by the Board by a two-thirds vote shall be submitted to the general membership.

ARTICLE XIII – COMMITTEES

Section 1. Standing Committees. Standing committees are those committees that perform a continuing function and remain in existence permanently. Standing committees may be established by the Board by a two-thirds vote, provided the composition, accountability, and term of office are adhered to. All Standing committees shall be composed of sufficient membership to function efficiently.

  1. The chairwoman and members of each standing committee shall be appointed by the President and shall be active members of the Club.
  2. All standing committees shall report to the Board and shall be the responsibility of the President between meetings of the Executive Board.

Section 2. Special Committees. Special committees may be appointed by the President or may be ordered by the Board or the general membership.

Section 3. Ex Officio. The President shall be an ex officio member of all committees except the Nominating Committee and the Audit Committee.

ARTICLE XIV- CONFLICT OF INTEREST

 Section 1. Policy.

The Club shall adopt and maintain a Conflict-of-Interest Policy applicable to all officers, committee members, and any other individuals who exercise governing authority on behalf of the Club. Any individual covered by the policy who has a direct or indirect financial or personal interest in any matter under consideration by the Club shall disclose the existence of such interest prior to discussion or action on the matter. The Board shall determine whether a conflict of interest exists and shall document the disclosure, determination, and any resulting action in the minutes of the meeting.

Section 2. Recusal. An individual with a conflict of interest shall not participate in discussion, deliberation, or voting on the matter giving rise to the conflict and shall leave the meeting during such discussion and vote, unless required to provide facts for information.

Section 3. Compliance. Failure to disclose a conflict of interest or to comply with this policy may be grounds for removal from office or committee service, in accordance with these bylaws.

ARTICLE XV – INDEMNIFICATION

Section 1. Indemnification.  To the fullest extent permitted by Texas law, the Club shall indemnify any current or former officer, committee member or authorized agent of the Club against expenses actually and necessarily incurred who was or is a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was acting on behalf of the Club, subject to receipt of an undertaking to repay such amounts if it is ultimately determined the person is not entitled to indemnification.

Section 2. Standard of Conduct. Indemnification shall be provided only if the individual acted in good faith and in a manner reasonable believed to be in the best interests of the Club and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful.

 Section 3. Non-Exclusivity. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of the Board or member, or applicable law.

Article XVI – DISSOLUTION

Section 1. Dissolution. Upon the dissolution of the organization, the Executive Board shall, after paying or making provision for the payment of all of the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purpose of the organization in such manner, or to such organization and operated exclusively for charitable and educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Board shall determine. Any such assets not so disposed of shall be disposed of by the District Court in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively, for such purposes.

Standing Rules of San Angelo Texas A&M University Mothers’ Club

Standing Committees:

  1. Scholarship Committee

A. The Scholarship Committee includes a chairman and up to two (2) other members appointed by the President. Each member may be eligible to serve two (2) years in succession, but only one (1) year as chairman. Committee members may not have a child eligible for a scholarship. Board members may not serve on the committee. The committee will be responsible for the selection of any scholarship given by the San Angelo Texas A&M University Mothers’ Club.

B. Each year the Scholarship Committee and the Board will recommend for member approval the dollar amount and number of scholarships to be awarded according to the funds raised and available. The Scholarship Committee may award more than one scholarship.

C Nondiscriminatory Policy: Scholarships awarded by the Club shall be restricted to students attending Texas A&M University College Station; Texas A&M University Galveston; and Texas A&M Higher Education Center McAllen. Scholarships shall not discriminate based on an individual’s age, sex, color, creed and religion or national/ethnic origin.

D. San Angelo A&M University Mothers’ Club Memorial Scholarship Criteria:

  • Upperclassman or Graduate student who has COMPLETED at least two (2) long semesters at Texas A&M University locations as defined above.
  • Permanent residential address must be in the Federation designated area assigned to the Club. Those counties include Coke, Concho, Crockett, Irion, Reagan, Sutton, Runnels, Schleicher, Sterling and Tom Green.
  • Must be currently enrolled as a full-time student as recognized and defined by Texas A&M University.
  • Recipients must be enrolled for a minimum of 12 credit hours or recognized and defined as a full-time student by the university when the scholarship is awarded in the Fall of the designated academic year.
  • Applicants must NOT be a prior or current recipient of:
    1. San Angelo A&M Mothers’ Club Endowed Scholarship (administered by the San Angelo Area Foundation)
    2. San Angelo A&M Mothers’ Club Memorial Scholarship

E. Awarded scholarship funds will be paid directly to the fiscal department of the designated Texas A&M location to be applied to the student’s account prior to the Fall semester and spring registration or as directed by the Club to the scholarship office.

  1. Sunshine Committee- The Sunshine Committee shall oversee Finals Goody bags and cards of encouragement to current Aggie students of active members of the Club.
  2. Study Bucks Committee- The Study Bucks Committee shall oversee distribution of tutorial vouchers to students who request them. Eligible students shall be allowed one (1) voucher per semester. $100 in vouchers up to two (2) times per academic year, including summer terms, for a maximum of $200 in Study Bucks per academic year.
  3. Audit Committee- The Audit Committee shall annually audit the financial records of the Treasurer and present a report to the Board no later than the September general membership meeting. No member of the Audit Committee should be a current or outgoing member of the Board. It is recommended that the chairwoman of the committee have accounting knowledge.
  4. Budget Committee- The Budget Committee shall be composed of the immediate past Treasurer, the Treasurer, the President, and Vice President-at-Large. The committee shall be responsible for creating an annual budget as a guide for fiscal management of the Club. The committee shall prepare the budget for presentation and approval by the Board at the Board’s summer planning workshop and business meeting. The approved budget shall be presented to the membership at the first general membership meeting.

Executive Board Duties:

President: The President shall preside over all meetings, appoint the necessary committees and perform such other duties that pertain to the office. She shall be the ex-officio member of all committees except the Nominating and Audit Committees, without the right to vote.

Vice President-at-Large: The VP-at-Large shall hold this office after serving as President. She shall be an advisor to the current President. She shall be the interim officer for any office open due to a vacancy on the Executive Board until said office is filled in accordance with Article IV. She shall preside over all meetings in the absence of the President. Should she be unable to preside in the absence of the President, the Vice Presidents, in their respective orders, will conduct the meeting.

1st Vice President (Programs and activities): The 1st VP shall oversee programs and activities including monthly general membership meeting arrangements. She shall also oversee publicity for these events.

2nd Vice President (Membership): The 2nd VP shall contact all prospective members and strive to increase Club enrollment. She shall welcome and introduce new members and keep an accurate roll of all members to be reported to the Treasurer and 3rd Vice President.

3rd Vice President (Publications/Communications): The 3rd VP shall oversee all Club communications including the publication of the Club yearbook/directory, oversight of the Club’s social media and website pages, and distribution of announcements and information to members. The directory shall be completed and ready for distribution at the October general membership meeting each year.

 

4th Vice President (Fundraising): The 4th VP shall oversee all fundraising activities, including coordinating schedules, publicity, preparation and follow up. It shall be her duty to record all expenditures, requests for reimbursements, and monies received to give to the Treasurer for dispensation. All suggestions for fundraising shall be directed to her and presented by her at board and general membership meetings for discussion and voting if necessary. She will work closely with the Treasurer to ensure all monies are accounted for and expenses paid.

Secretary: The Secretary shall keep the minutes of all Board and general membership meetings. She shall have charge of records and correspondence for the Club.

Treasurer: The Treasurer shall be responsible for all monies received, held and disbursed. She shall pay out monies upon order of the Club and shall report expenditures monthly. She will prepare the budget with the Budget Committee. In the event of unforeseen circumstances which require immediate attention prior to the next board meeting for items that are not a budgeted expense, money may be disbursed upon written order of the President. Such expenditures shall be incorporated in the reports at the next general membership meeting. She shall be responsible for the outgoing President’s gift and shall prepare the books for review by the Audit Committee.

Parliamentarian (if appointed): The Parliamentarian shall be responsible for monitoring all meetings. It will be her duty to be familiar with the club’s Bylaws and Robert’s Rules of Order to enable her to address any parliamentary questions. The club’s Bylaws will be the clubs first source for rulings, followed by Robert’s Rules of Order. She shall compile a summary report of any Bylaw changes and forward to the 3rd Vice President for inclusion in the directory and the Secretary for inclusion in the minutes.

Historian (if appointed): The Historian shall keep a record of the activities of the Club. She shall oversee archiving records and historical information in the Cushing Library in the Memorial Student Center (MSC)

Amendment Of Standing Rules

These standing rules may be amended by the Executive Board by a majority vote provided that the amendment has been submitted in writing with a notice of thirty (30) days prior to the Board meeting or by a two-thirds vote of the Board without prior notice.