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NOTE: For official purposes, the Bylaws consist of the words presented below this paragraph, excluding the matrix of links to the twelve different articles, excluding the links back to the top of this page, and excluding the date "09/04/96" appearing at the end (which is the date the final draft, adopted 22 days later, was prepared). The formatting information herein is also not a legal portion of the Bylaws, only the words.

These bylaws and amendments, upon adoption by the membership, do hereby supersede, supplant, and otherwise replace any previous bylaws, amendments, and other rules whereby the Clear Lake Fencer's Club has been or may have been governed. However, this shall not construe a break in the continuity of the Clear Lake Fencer's Club; it is indeed a continuing viable body, responsible for the organization and supervision of the amateur fencing within its geographic area.

ARTICLE ONE - OFFICES

Section 1.01. Principal Office. The principal office of the Corporation in the State of Texas shall be located in the City of Houston, County of Harris. The Corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
Section 1.02. Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office and may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE TWO - PURPOSES

Section 2.01. Organizational Purposes. The Corporation is organized exclusively for charitable and educational purposes including:
1. The encouragement and development of amateur fencing.
2. The holding of local competitions and tournaments.
3. The promotion of participation in state, sectional, and national competitions sponsored by the United States Fencing Association, Inc.
4. Such other purposes and objectives as have been promulgated in the bylaws of the Clear Lake Fencer's Club.

No part of the net earnings of the Corporation shall inure to the benefit of any Director of the Corporation, officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no Director or officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaigning on behalf of any candidate for public office.

Notwithstanding any other provision of these Bylaws, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501 (c ) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170 (c )(2) of the Internal Revenue Code and Regulations, as they now exist or as they may hereafter be amended.

Upon dissolution of the Corporation, or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable organizations which would then qualify under the provisions of Section 501 (c ) (3) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended.
 
 

ARTICLE THREE - MEMBERS

Section 3.01. Grade of Membership. The Corporation shall have at least three grades of membership, these being Single Member, Family Member, and Associate Member, with other grades of membership to be determined by the Board of Directors as they deem appropriate. An Associate Member is defined as an individual attending grade school, Kindergarten through 12th grade. The Board of Directors shall determine the dollar amount of membership dues for all member grades.

Section 3.02. Eligibility. All rights of membership shall be granted as long as required member dues are paid up to date, and no sanction by the Board of Directors relative to suspension or expulsion is in effect.

Section 3.03. Rights of Membership. Only Single Members and one member from each Family Membership family, if eighteen or more years old, may vote in elections of the Board of Directors, in elections of the Officers, and in ratifications of Bylaw amendments. Only members eighteen years of age or more may serve in an elected capacity for the Corporation.

Section 3.04. Discipline, Suspension, and Expulsion. Members may receive sanctions from the Board of Directors in the form of discipline, suspension, or even expulsion for just cause.

Section 5.09. Members' Meetings. Meetings shall be held at least annually. They may be called by the President, the Board of Directors, or any two members of the Executive Committee. These meetings shall be held for the purpose of electing members of the Board of Directors and/or the Executive Committee, considering adoption of revised or new Bylaws, or non-binding consideration/discussion of other issues. Notice shall be posted two weeks prior to such meetings. The President, or Vice President in his absence, shall preside over such meetings, and shall take such steps as are required to assure the validity of all votes taken.

ARTICLE FOUR - BOARD OF DIRECTORS

Section 4.01. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Day to day operations of the Corporation that do not obligate the Corporation may be delegated by the Board to the duly elected Officers, within the constraints of a Board-approved yearly operating plan. Directors need not be residents of Texas.

Section 4.02. Number, Tenure, and Qualifications. The number of Directors shall be not less than three (3) nor more than five (5). The initial Directors shall serve terms of one, two, and three years. Afterwards, each Director shall serve for three years, thereby providing for staggered terms. The initial terms of additional Directors shall be fixed to ensure that a disproportionate number of Directors (more than one-half) will not be up for election in any given year. Terms of office shall commence on June 1st of a given year, and end on May 31st, after the number of years noted above have transpired. All Directors must be dues-paying members of the Clear Lake Fencer's Club, and must be at least eighteen years of age.

Section 4.03. Election of Directors. The Directors of the Corporation shall be elected annually by the members at a regular members' meeting called for that purpose by the Board of Directors, or by the President if so directed by the Board. This meeting shall take place no later than May 31st of each year, and shall provide for election of Directors to fill terms that are expiring and to fill all Board of Directors vacancies. Each Director shall hold office until his or her successor shall have been duly elected and shall have qualified.

Section 4.04. Chairman of the Board of Directors. At its annual meeting, the Board of Directors shall select one of the Directors to assume the role of Chairman for the upcoming year. This Director shall have the responsibilities and authorities noted by these Bylaws, as well as those stated by the Texas Non-Profit Corporation Act.

Section 4.05. Regular Meetings. The Board of Directors shall provide for by resolution the time and place, either within or without the State of Texas, for the holding of the regular annual meeting(s) of the Board, and may provide by resolution the time and place for the holding of additional regular meetings of the Board, without other notice than such resolution. However, there shall never be less than one annual meeting of the Board of Directors.

Section 4.06. Annual Meetings. Beginning in 1996, an annual meeting of the Board of Directors shall be held at the date, time, and place determined by the Board of Directors.

Section 4.07. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them.

Section 4.08. Meetings Utilizing Electronic Media. Members of the Board of Directors or members of any committee designated by the Board of Directors may participate in and hold a meeting of that Board or committee, respectively, by means of conference telephone or similar communication equipment, provided that all persons participating in such a meetings shall constitute presence at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully created.

Section 4.09. Notice. Notice of any special meeting of the Board of Directors shall be given at least seven (7) days previously thereto by oral or written notice delivered personally or sent by mail, telegram, facsimile or messenger to each Director and to the Corporation's elected President (see Article 5) at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. Any Director and the President may waive notice of any meeting. The attendance of a Director or the President at any meeting shall constitute a waiver or notice of any meeting, except when a Director or the President attends a meeting for the express of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 4.10. Quorum. A majority of the Board of Directors, but never less than three (3), shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a quorum of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 4.11. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

Section 4.12. Vacancies. Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Clear Lake Fencer's Club members at a special meeting called by the President or the Board of Directors for that purpose. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. However, vacancies need not be filled, unless such a vacancy would result in fewer than three directors remaining on the board.

Section 4.13. Compensation. Directors as such shall not receive any stated salaries for their services. However, nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving fair and reasonable compensation therefor.

Section 4.14. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by a sufficient number of Directors as would be necessary to take that action at a meeting at which all Directors were present and voted. Each such written consent shall be delivered, by hand or certified or registered mail, return receipt requested, to the Secretary or other officer or agent of the Corporation having custody of the Corporation's minute book. A written consent signed by less than all of the Directors is not effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required by this Article, a consent or consents signed by the required number of Directors is delivered to the Corporation as provided in this Article. For purposes of this Article, a telegram, telex, cablegram, or similar transmission by a Director or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Director shall be regarded as signed by a Director.

Section 4.15. Resignation. Any Director may resign by giving written notice to all other Board members. The resignation shall be effective at the next called meeting of the Board of Directors, of which meeting the resigning member shall receive notice.

Section 4.16. Removal. Any Director may be removed with or without cause by a simple majority of the remaining Directors.

Section 4.17. Indemnification. The Corporation may indemnify and advance reasonable expenses to directors, officers, employees and agents of the Corporation to the fullest extent required of permitted by Article 2.22A of the Texas Non-Profit Corporation Act, subject to the restrictions, if any, contained in the Corporation's Articles of Incorporation. The Corporation shall have the power to purchase and maintain at its cost and expense insurance on behalf of such persons to the fullest extent permitted by Article 2.22A of the Texas Non-Profit Corporation Act.

ARTICLE FIVE - OFFICERS

Section 5.01. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The officers and only the officers shall constitute the Executive Committee. The members shall elect such other officers as the Board of Directors shall deem desirable. These officers shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 5.02. Election and Term of Office. The officers of the Corporation shall be elected annually by the members at a regular members' meeting called for that purpose by the Board of Directors or the incumbent or outgoing President. Those offices which are created too late to be filled by the regular members' meeting shall be filled by the members at a special member's meeting called for that purpose by the Board of Directors or the President. The election of officers shall take place no later than May 31st of a given year, since the term of office shall run from June 1st through May 31st. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified.

Section 5.03. Removal. Any officer elected may be removed with or without cause by a simple majority vote of the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 5.04. Vacancies. A vacancy in any office because of death, resignation, disqualification, or other cessation of service, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.05. President. The President shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. He or she shall have the right to attend the Board of Directors meetings, and shall be properly notified thereof by the Board. The President may sign, with the Secretary or any other proper officer of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general he or she shall perform all duties as may be prescribed by the Board of Directors from time to time, including participating in various committee meetings as a member or chairperson thereof. He or she shall also be responsible for informing the Board of Directors of possible programs, meetings, and functions of the Corporation. He may assign willing voting members to lead committees or to serve in assistant officer capacities when needed to accomplish the objectives of his term of office.

Section 5.06. Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President and when so acting shall have the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or Board of Directors.

Section 5.07. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; he or she shall keep proper books of account and other books showing at all times the amount of funds and other property belonging to the Corporation, of which books shall be open at all times to the inspection of the Board of Directors; he or she shall also submit a report of the accounts and financial condition of the Corporation at each annual meeting of the Board of Directors; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 5.08. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Executive Committee in one or more books provided for that purpose; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or Board of Directors.

Section 5.09. Executive Committee Meetings. Meetings shall be held at least quarterly. They may be called by the President, the Board of Directors, or any two members of the Executive Committee. Notice shall be given to all Officers and to the Chairman of the Board at least two weeks prior to any meeting. Notice shall also be posted one week prior to such meetings, as such meetings are open to the members. The Executive Committee shall have and may exercise when the Board of Directors is not in session the power to perform all duties, of every kind and character, not required by law or the charter of the Corporation to be performed solely by the Board of Directors. The Executive Committee shall have the authority to make rules for the holding and conduct of such meetings, keep records thereof and regularly report their actions to the Board. A majority but never less than three of the Executive Committee shall be sufficient to constitute a quorum at any Executive Committee meeting, and all action taken at such a meeting shall be by a majority vote of the Executive Committee members present. All actions of the Executive Committee Meeting shall be recorded in writing by the Secretary in a minute book kept for that purpose and a report of all action shall be made to the Board of Directors at its next meeting. The minutes of the Board of Directors shall reflect that such a report was made along with any action taken by the Board of Directors with respect thereto.

ARTICLE SIX - COMMITTEES

Section 6.01. Establishment of Committees. The Executive Committee and the Board of Directors shall have the power to establish committees. Those committees established by the Board of Directors shall exist until the Board of Directors votes for their dissolution. Those committees established by the Executive Committee shall exist for the term of that Executive Committee, at the pleasure of the Board of Directors. Committees shall perform such functions and make such reports as the entity which established them shall determine.

Section 6.02. Appointment of Committee Chairpersons.

The chairperson of those committees established by the Executive Committee shall be appointed by the President. The chairperson of those committees established by the Board of Directors shall be appointed by the Chairman of the Board.

Section 6.03. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more persons, a majority of who are Directors, which committees, to the extent provided in said resolution shall have and exercise the authority in the management of the Corporation of the Board of Directors. However, no such committee shall have the authority of the Board of Directors in reference to electing, appointing, or removing any member of any such committee or any Director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another Corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any committee and the delegation thereof of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him or her by law.

Section 6.04. Committee Members. Committees not having and exercising the authority of the Board of Directors in the management of the Corporation shall have its other members appointed by the committee chairperson. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal. Members of such committee or committees may, but need not be, Directors.

Section 6.05. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the Board of Directors and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 6.06. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6.07. Quorum. Unless otherwise provided in the resolution designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the voting members present at a meeting at which a quorum is present shall be the act of the committee.

Section 6.08. Rules. The rules for government of each committee shall by default be Robert's Rules of Order. However, each committee may adopt alternate rules for its government, as long as these are not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

Section 6.09. Committee Dissolution. The entity which created a committee may, in its sole discretion, dissolve said committee with or without cause. Such dissolution shall require approval by a majority of the quorum.

ARTICLE SEVEN - CONTRACTS, CHECKS, DEPOSITS, AND GIFTS

Section 7.01. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the offices so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

Section 7.02. Checks and Drafts, Etc. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agents or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation.

Section 7.03. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 7.04. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE EIGHT - BOOKS AND RECORDS

Section 8.01. Books and Records. The Corporation shall keep correct and complete books and records of account of the activities and transactions of the Corporation including, a minute book which shall contain a copy of the Corporation's application for tax-exempt statue (IRS Form 1023), copies of the organization's IRS information and/or tax returns (For example, Form 990 and all schedules thereto), and a copy of the Articles of Incorporation, Bylaws, and Amendments. The Corporation shall also keep minutes of the proceedings of its Board of Directors and any committees having the authority of the Board of Directors. All books and records of the Corporation may be inspected by any Director or his agent or attorney for any proper purpose at any reasonable time. Representatives of the Internal Revenue Service may inspect these books and records as necessary to meet the requirements relating to federal tax form 990. All financial records of the Corporation shall be available to the public for inspection and copying to the fullest extent required by law.

ARTICLE NINE - FISCAL YEAR

Section 9.01. Fiscal Year. The fiscal year of the Corporation shall by default be the Calendar Year. However, this may be changed, as determined by the Board of Directors.

ARTICLE TEN - WAIVER OF NOTICE

Section 10.01. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time therein, shall be deemed equivalent to the giving of such notice.

ARTICLE ELEVEN - AMENDMENTS TO BYLAWS

Section 11.01. Amendments to Bylaws. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds majority of the voting members present at any regular or special meeting, if at least one-third of the Clear Lake Fencer's Club's voting members are present, and if at least one month's written notice is given by posting of an intention to alter, amend, or repeal these Bylaws or to adopt new Bylaws at such meeting.

ARTICLE TWELVE - AMENDMENTS TO ARTICLES

Section 12.01. Amendments to Articles. The Articles of Incorporation of the Corporation may, to the extent allowed by law, be altered, amended, or restated and new Articles of Incorporation may be adopted by a two-thirds majority of the Directors present at any regular or special meeting, if at least one month's written notice is given of an intention to alter, amend, or restate the Articles of Incorporation or to adopt new Articles of Incorporation at such meeting.