HOUSTON SOCIETY OF ASSOCIATION EXECUTIVES
BYLAWS

As amended:
January 1981
August 1988
January 1991
June 1995
July 1998
September 2003
February 2007 Summer 2012

Article I
NAME AND LOCATION

Section I: The name of this organization shall be the Houston Society of Association Executives.

Section 2: The offices of the organization shall be located in Harris County, Texas or in any other location as may be determined by the Board of Directors.

Article II
TENURE AND DISSOLUTION

Section I: This Society shall not be dissolved so long as ten (10) members in good standing object thereto. Upon the dissolution or completion of the affairs of this Society, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets as follows:

  1. First, to the Texas Society of Association Executives; then
  2. Second, to the American Society of Associations Executives Foundation; then
  3. Third, within its direction to any other non-profit and tax-exempt educational or charitable institution.

Article III
OBJECTIVES

Section I: The objectives of this Society shall be:

  1. To support professional development by means of educational programs, credentialing programs, forums for exchanging experiences and opinions through discussion and study of all the aspects and functions of an association and its management.
  2. To develop and encourage high standards of service and conduct by executives.
  3. To broaden and increase public understanding of the importance of associations at the local and national economies.
  4. To promote the purpose and effectiveness of associations by demonstrating that associations benefit public interest.
  5. To cooperate with other local and regional groups of association executives, as well as with the Texas Society of Association Executives and the American Society of Association Executives.
  6. To perform any other functions consistent with these Bylaws, which shall further advance the usefulness of this Society to its members.
    Section 2: Subject to approval of the Board of Directors, the Society may take positions and express opinions on civic and legislative issues that directly generally affect voluntary associations.

Article IV
LIMITATIONS

Section 1: The Society shall not take any position on internal issues or policies concerning members' associations and/ or firms.

Article V
MEMBERSHIP

Section 1: The membership of this Society shall be composed of classifications of members.

  1. As defined in the Board of Directors Membership Classifications Policy and;
  2. Life Member: Life membership may be awarded to an individual by a majority of the Board of Directors present at a regular meeting of the Board, or at a special meeting called for the purpose of considering a nomination. Life membership may be awarded to any member who has:
    (1) Served as an Officer or Director of the Society
    (2) Made a significant contribution to the furtherance of the goals and objectives of the Society
    (3) Retired from the Position which permitted his/her participation in the Society
    (4) Remains active and interested in the Society; and
    (5) Has been nominated for Life Membership by a member of the Society in writing sent to a Board member. Dues for Life members shall be waived.
  3. Advisory Director: An HSAE member in good standing who has been elected as a director or officer of TSAE or ASAE shall serve as an Advisory Director to the HSAE board. This is a non-voting position and shall end at the end of the member’s term at TSAE or ASAE.

Section 2: Application for Membership: All applicants for membership shall complete an application and submit it with requisite dues as determined by the Board of Directors. Upon approval and classification, the applicant shall be deemed a member of the association. The President may reject a membership application for cause, subject to review by the Executive Committee. In the event of rejection, the application and payment shall be returned to the applicant.

Section 3: Change in employment resulting in lack of qualification for membership shall automatically result in termination of membership at the end of the fiscal year.

Section 4: Membership may be terminated for any cause by a two-thirds (2/3) affirmative vote of the Board of Directors present at any Board meeting. For any cause other than non-payment of dues, the complainant must be advised of such complaint prior to termination and given reasonable opportunity to reply.

Article VI
DUES AND EXPENSES

Section I: The Board of Directors shall set amount of Dues.

Section 2: Officers and Directors shall serve without compensation.

Section 3: Any expense incurred by members’ incidental to attending Society meetings shall be borne by themselves or their respective associations or firms unless the Board of Directors authorizes reimbursement in advance.

Section 4: The Board of Directors shall approve an operating budget and approve other than normal operating expenses, in advance.

Section 5: Membership shall be based on an annual term, renewable indefinitely and subject to reclassification, upon payment of dues as set by the Board of Directors in accordance with these Bylaws. All membership terms are approved by the Board of Directors.

Article VII
PUBLICITY

Only the President or such person or persons as may be designated by the President and approved by the Board of Directors shall issue all official statements concerning the Society.

Article VIII
GOVERNMENT

Section I: Governance and management of funds, properties and affairs of the Society shall reside with the Board of Directors.

Section 2: The fiscal and administrative year of the Society shall be determined by the Board of Directors.

Article IX
BOARD OF DIRECTORS

Section: I: The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, Immediate Past President and no fewer than four (4) and no more than seven (7) other elected members. The Secretary and Treasurers positions may be combined.

Section 2: Elected Directors shall serve two-year terms staggered in such manner to provide that approximately half of the elected directors positions expire each year.

Section 3: The Board of Directors, by two-thirds (2/3) vote of all its members, may remove any Officer or Director from the Board for cause. The Officer or Director complained against must be advised by mail, facsimile, or electronic mail of such complaint prior to removal and given reasonable opportunity to reply.

Section 4: The Board of Directors may fill vacancies on the Board by a simple majority vote of of the Board of Directors present at a regular meeting of the Board, or at a special meeting called for the purpose of filling board vacancies.

Section 5: At all meetings of the Board, a majority of the Board shall constitute a quorum.

Article X
OFFICERS

Section 1: The members of the Society shall annually elect a President, Vice President, Secretary, and Treasurer who shall serve for one year or until their successors have been elected and assume office.

Section 2: The President shall preside at all meetings of the Board, shall have control over the affairs and business of the Society subject to the direction of the Board, and shall perform such other duties as may be assigned by the Board.

Section 3: The Vice President shall perform and discharge the duties of the President in the event of the absence or disability of the President, and shall perform such other duties as may be assigned by the Board.

Section 4: The Secretary shall keep a correct record of all meetings of the corporation and maintain a file of such documents.

Section 5: The Treasurer shall be the custodian of the funds of the Society, and shall keep an accurate account of such funds and fiscal transactions.

Section 6: The Immediate Past President shall remain a member of the Board of Directors for one year.

Article XI
SPECIAL AND STANDING COMMITTEES

Section 1: The following shall be standing committees of the Society:

  1. Program Committee
  2. Membership/Recruitment Committee
  3. Nominating Committee

Section 2: The Board of Directors shall determine the scope, authority and responsibilities of all committees and task forces.

Section 3: The President shall monitor actions of all committees and task forces of the Society and may appoint such committees as in his/her judgment are necessary to carry out the purposes and functions of the organization. The President shall also recommend to the Board of Directors on a regular basis the creation, dissolution and consolidation of these bodies.

Section 4: The President shall appoint, with the approval of the Board of Directors, a Nominating Committee three months prior to the expiration of current officer terms each year. Members of the Nominating Committee are not eligible for nomination to the Board of Directors. The Nominating Committee shall be composed of three members of the Society, at least one of which will be a Past President. The Nominating Committee shall make recommendations for the nomination of Officers and Directors of the Society as specified in Article IX and Article X. The Nominating Committee shall make its report and recommendations at the September meeting of the Society.

Article XII
VOTING

Section 1: The election of Officers and Directors shall be held annually at the regular meeting of the Association the month prior to the expiration of officer terms. The notice of such meeting shall include a reminder that it is the election meeting and shall also include the recommendations of the Nominating Committee. The notice may be sent via mail, facsimile, or electronic mail. Nominations other than those recommended by the Nominating Committee may be made from the floor during the monthly meeting prior to the election.

Section 2: Each member of the Society shall be entitled to one vote. Election of Officers and Directors shall require a majority vote of members in attendance at the meeting, by proxy, and/or electronic ballot as determined by the Board of Directors.

Article XIII
MEETINGS

Section I: Meetings shall be held at such time and location as may be determined by the society. Special meetings may be called by the President, a majority of the Board of Directors, or at the written request of any five (5) members.

Section 2: The Secretary, or Secretary's designee, shall send notices to the membership ten (10) days in advance of meetings, except in the case of special meetings when five days advance notice is required.

Section 3: Five members from as many different associations or firms present at any meeting shall constitute a quorum.

Section 4: The rules contained in the current edition of Robert's Rule of Order or the Standard Code of Parliamentary Procedure (more commonly know as “Sturgis Parliamentary Procedure) as determined by the Secretary of the Association shall govern the Society in all cases to which they are applicable, and in which they are not inconsistent with the Bylaws or the special rules of order of this Society.

Article XIV
AMENDMENTS

Section 1: Upon proposal by the Board of Directors, these bylaws may be amended, repealed, or altered, in whole or in part, by a majority vote at any meeting of the members, provided a copy of any amendment proposed for consideration shall be mailed, faxed, or emailed to the last recorded address of each member at least fifteen (15) days prior to the date of the meeting.

Article XV
INDEMNIFICATION AND INSURANCE

Section I: Each person who at any time shall serve, or shall have served, as a director, officer or employee of the Society, or any person who is or was serving at the request of the Society as a director, officer, trustee, employee or similar functionary of another corporation, trust, or other enterprise (hereinafter referred to as 'Indemnitee') shall be entitled to indemnification as and to the fullest extent permitted by Article 1396-2.22A of the Texas Non-Profit Corporation Act or any successor statutory provision, as from time to time amended (hereinafter referred to as the 'Statute'). The foregoing right of indemnification shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled as a matter of law or under any agreement, vote of members or directors or other arrangement.

Article XV, Section I, Paragraph I, does not eliminate or limit the liability of the Indemnitee to the extent the Indemnitee is liable for (i) a breach of the Indemnitee's duty of loyalty to the Society; (ii) an act or omission not in good faith that constitutes a breach of duty of the indemnitee to the Society or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a reaction from which the Indemnitee received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Indemnitee's office; or (iv) an act or omission for which the liability of an indemnitee existing at the time of such repeal or amendment.
To obtain indemnification, Indemnitee shall submit to the Society a written request by mail, facsimile, or electronic mail, of expenses and such information as is reasonably available to such Indemnitee. Prior to any expense being paid, there shall be included a written statement of such Indemnitee's good faith belief that such Indemnitee has met the necessary standard of good conduct under the Statute. Upon receipt of a request, the Society shall determine (whether by special counsel or otherwise) that indemnification is permissible under the bylaws and the Indemnitee's entitlement to indemnification. If the request is rejected, the Society shall notify Indemnitee by mail, facsimile, or electronic mail of the reason thereof within ninety (90) days of the Society's receipt of the request. If the request is granted the request for indemnification and payment of expenses shall be paid within ninety (90) days of receipt of the request.

Section 2: The Society may purchase insurance against the liabilities and expense described herein.