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08/20/2009 - Bylaws - Keep Brazos BeautifulBYLAWS OF KEEPBRAZOS BEAUTIFUL, INC. A Not for Profit Corporation ARTICLE I NAME, CREATION, JURISDICTION 1:01 The name of this organization shall be Keep Brazos Beautiful, Inc. herein called the Association. 1:02 The Association is organized as an outgrowth and revision of the Beautify Brazos County Association, this reorganization resulting from votes of adoption by the Bryan City Council, the College Station City Council, the Brazos County Commissioners Court and the Beautify Brazos County Association, being known as Brazos Beautiful. The Membership voted to change the name to Keep Brazos Beautiful, Inc. at the Annual meeting in November 2002. Keep Brazos Beautiful Inc. is a non - profit 501 (c) 3 volunteer and educational organization founded August 25, 1980 by J.C. "Jack" and Dorothy S. Miller. The organization became a certified affiliate of Keep America Beautiful in 1983 and of Keep Texas Beautiful in 1993. 1:03 The area of jurisdiction of the Association shall be Brazos County, Texas. ARTICLE II MISSION AND GOALS 2.01 The Mission of Keep Brazos Beautiful, Inc. is to educate and engage Brazos County citizens to keep our community clean and beautiful. 2.02 The goals of the Association are: A. To promote public interest, pride, and action in the general improvement of the environment of Bryan, College Station and Brazos County, emphasizing the benefits of beautiful, clean, and healthful areas. B. To inspire, initiate, plan, direct and coordinate litter prevention, education, and cleanup programs and build partnerships with individuals, business and industry, city and county governments, schools and public and private organizations to implement these programs. C. To study, develop and expedite plans for improving the quality of life of the community with the aim is to contribute to the economic vitality, safety, health, sanitation and well being of Bryan and College Station and Brazos County. D. To aid in the prevention of fires, pollution and breeding grounds for insects and vermin by the removal and elimination of trash, debris, and illegal dumpsites from the cities and county. E. To encourage the planting and/or preservation of trees, flowers, plants, shrubbery and other objects of natural ornamentation as well as projects that create other forms of aesthetically pleasing visual additions to our area. F. To educate the public to stimulate interest and action toward conservation of resources through environmentally sound practices such as: (composting, recycling, reuse, source reduction and buying recycled products. G. To encourage and assist in developing voluntary community improvement through enlightened leadership, thereby encouraging pride and appreciation for our cities, county, state, and nation through good citizenship. ARTICLE III MEMBERSHIP AND DUES 3.01 Membership in the Association shall be open to any individuals, families, governmental units, clubs, civic organizations, schools, churches, businesses and other groups who support the mission and goals of the Association. 3.02 The Board shall determine classes of membership and dues for each class of membership. 3.03 For those classes of membership subject to annual dues, the dues shall be effective for a one -year period beginning with the receipt of the dues. ARTICLE IV BOARD 4.01 GOVERNMENT: The government of the Association, the direction of its affairs, the control of its property shall be vested in the Board of Directors (herein called the Board). The Board shall have full charge of the property and business of the organization. The Board shall adopt policies consistent with these Bylaws as deemed necessary to conduct the business of the Association. It shall plan and direct the work necessary to carry out the programs, including the hiring of an Executive Director. 4.02 COMPOSITION AND TERMS OF THE BOARD: The Board is comprised of five officers (President, Vice - President, Immediate Past President, Secretary, and Treasurer) and up to 23 additional directors, three of whom shall be appointed by the city councils of Bryan (1) and College Station (1), and the Brazos County Commissioner's Court (1). Directors shall be elected annually for three year terms with one -third of the directors replaced each year. Terms shall begin October I following election. The terms for all directors shall be limited to two consecutive terms. A member who has served two terms shall not be eligible for election to the Board for a one year period. 4.03 LIAISON DIRECTORS: Liaison Directors representing but not limited to the following groups: BVSWMA, Texas Commercial Waste, College Station Recycling, Bryan Recycling, College Station Water, KBB Y.E.L.L., Brazos Greenways Council, Bryan Parks and Recreation, and College Station Parks and Recreation attend meetings and inform the Board about developments in their respective departments. Liaison members, unless elected by the membership or appointed by a governmental body, do not have voting privileges. 4.04 APPOINTED DIRECTORS: The appointed Directors shall serve as the direct liaison between the Association and their respective city and county governmental bodies and shall recommend priorities, alternatives and policies which relate to solid waste handling, recycling efforts, code enforcement, beautification plans, and other goals stated in these bylaws. They shall report to the Board on governmental actions and progress toward achievement of these goals. They shall bring to the attention of the Board the means by which the Association can improve the understanding among our citizens of the various functions of the city and county governments in improving the quality of life in our community as described in the Association goals. Appointed directors are members of the executive committee and have voting privileges. 4:05 QUALIFICATIONS: All officers and Directors shall be residents of Brazos County and must subscribe to the missions and goals of the organization. Elected Directors shall be active, paid Association members and in good standing. 4:06 VACANCIES: Any Board vacancy occurring prior to the fall election may be filled for the remainder of the term, by a majority vote of the remaining members of the Board. Any board member or the Executive Director shall suggest names of potential board members within 60 days of the announced vacancy. The governmental body making the original appointment shall fill vacancies in positions filled through appointment by the Bryan and College Station City Councils and Brazos County Commissioners Court. 4:07 ELECTION: The annual election of Directors to the Board shall proceed as follows: A) Nominating Committee -The nominating committee shall consist of seven members, two of whom shall be elected Directors of the Association, one being the Vice President who will act as Chair and one other director, one shall be from /or appointed by the City of Bryan Council, one from /or appointed by the College Station City Council, one from the Brazos County Commissioners Court and two from the general membership of the Association. B) The President of the Board shall appoint the Nominating Committee not less than ninety (90) days prior to the election, to recruit qualified members of the community to fill all Director positions known to be vacant in the ensuing year. C) Report of the Nominating Committee: The report (slate of nominees for officers and elected Directors) of the nominating committee shall be presented and elected at the October Board meeting. A member of the Nominating Committee will present the proposed slate. 4:08 MEETINGS: The Board shall meet regularly at such time and place as the Board shall determine, but not less than four times annually. Special meetings of the Board may be called by the President or on petition of at least four Board members. 4:09 QUORUM: At all Board meetings a quorum for the transaction of business is one -half of the existing voting Board members. The action of a majority of the members present at any meeting at which a quorum is present shall be the action of the Board except as otherwise provided by statue or by these bylaws. Board members unable to attend a meeting may assign a proxy to another board member. When a member arranges to be represented by proxy, the absence is not considered unexcused. If a quorum is not present at any meeting of board members, business cannot be conducted. 4:10 REMOVAL: Board members are required to attend six board meetings in person annually. Should the member be unable to attend six or more of the meetings, or be unexcused for three consecutive meetings, the member will be removed from the Board. ARTICLE V OFFICERS 5:01 OFFICERS: The officers of the Association shall be President, Vice - President/ President Elect, Immediate Past President, Secretary, and Treasurer. 5:02 ELECTION OF OFFICERS: The President and Vice - President shall be elected for a one year term beginning October 1 following the election at the annual meeting. The Secretary and Treasurer shall be elected for two -year terms beginning October 1 following the election at the annual meeting. The terms for the Secretary and Treasurer shall be limited to two consecutive terms in the same capacity. New offices, terms to be determined by the Board, may be created and filled at any meeting of the Board, providing Board members receive at least 10 days prior notice of such action. Each officer shall hold office, unless removed for cause, until a qualified successor has been duly elected. 5.03 REMOVAL: Any officer elected or appointed by the Board may be removed by an affirmative vote of two- thirds of the Board when in its judgment the best interest of the Association would be served thereby. No officer may be removed without the opportunity of a hearing before the Board at a proposed time and place and after reasonable notice. 5:04 VACANCIES: A vacancy in any office because of death, resignation, disqualification or otherwise, shall be filled by a majority vote of the existing Board, term to begin in the year they start service. 5:05 COMPENSATION: No salary or other compensation shall be paid to any officer of the Board, except when specifically provided for by the action of the Board. 5:06 PRESIDENT: The President shall be the principal executive officer of the Board and shall direct all of the business and affairs of the Board and Association. The President shall preside at all meetings of the Board; shall sign any deeds, bonds, contracts, or other instruments authorized by the Board to be executed. The President shall have all the powers and shall perform all duties as may be reasonably construed as belonging to the President of any Association. The President shall consult on a regular basis with the Executive Director and approve all committee chairs and members. The President shall be an ex- officio member of all committees, on any committee on which they serve. 5:07 VICE PRESIDENT: The Vice President shall assist the President in whatever manner designated. With the approval and vote of the majority of the members of the Board, the Vice President shall serve as Chair of the Nominating Committee before succeeding the President at the end of the President's term in office. In the absence of the President or in the event of the President's inability to act, the Vice President shall perform the duties of the President, and when so acting shall have all of the powers of and be subject to all the restrictions upon the President. In the absence or disability of the five officers named, a member of the Board shall be chosen to act. 5:08 SECRETARY: The Secretary shall keep and disperse the minutes of the meetings, keep a record of Board member attendance, and in general, perform all duties incident to the office of Secretary. 5:09 TREASURER: The Treasurer shall be a voting member of the Board, serve on the Executive Committee, serve as the Chief Financial Officer of the Association and as Chair of the Finance Committee. The Treasurer will work to ensure that accurate financial records are maintained and that appropriate financial reports are made available to the Board and will work to insure that all relevant legal and regulatory requirements and ethical standards are met. With the assistance of the Finance Committee and Executive Director, the Treasurer will prepare the annual budget and any revisions and present these to the Executive Committee and Board for approval. The Treasurer shall review all Association audits or reviews and answer Board Member's questions regarding them. The Treasurer will insure that the Associations assets are protected, expanded and invested according to the Board policies and procedures. If required by the Board, the Treasurer shall give a bond for the faithful discharge of duties in such sum and with such sureties as the Board shall deem appropriate; cost of said bond is to be borrne by the Association. Have charge and custody of and be responsible for all funds and securities of the Association, pay out monies on approvals and signatures as determined by the Board, receive and give receipts for monies due and payable to the corporation, and deposit all such monies in the name of the Association in such banks or other depositories as shall be selected and in general perform all such duties incident to the office of Treasurer. The Treasurer shall provide monthly receipts and expenditures to an independent bookkeeper; review and provide these accurate monthly financial statements to the Board Members. 5:10 IMMEDIATE PAST PRESIDENT: The Immediate Past President shall be a voting member of the Board, serve on the Executive committee and assist the President in whatever manner designated. The Past President will also be responsible for creating a legacy project, i.e. a project that they design for the benefit of the Association. ARTICLE VI COMMITTEES OF THE BOARD OF DIRECTORS 6:01 The purpose of the Committees are to assist the Board in conducting business and performing the tasks expected of the Board and in accomplishing the mission and goals of the Association. The President, Committee Chairs and Executive Director shall appoint a sufficient number of members to each committee. When warranted, the President may appoint persons to serve on ad hoc committees for stipulated action and terms. In addition to Board members, interested community members are also eligible to serve on committees. 6:02 Standing Committees will be chaired by elected Board members. Members of the Board should serve on at least one standing committee, but may serve on more. The chairs of each Committee shall be an elected Director. Each chair and Committee will assist as needed with collecting information for and writing Award Applications related to their committee. The EXECUTIVE COMMITTEE, The MEMBERSHIP/DEVELOPMENT COMMITTEE, The GOVERNMENT COMMITTEE, The LITTER PREVENTION COMMITTEE, The PUBLIC RELATIONS AND AWARDS COMMITTEE, The EDUCATION COMMITTEE, The FINANCE COMMITTEE, The BEAUTIFICATION COMMITTEE, The WASTE MINIMIZATION COMMITTEE, The PLANNING COMMITTEE. Descriptions for all these committees are found in the Keep Brazos Beautiful Organizational Policies and Procedures Manual. 6:03 The EXECUTIVE COMMITTEE shall consist of the current officers of the Board of Directors (President, Vice - President, Secretary, Treasurer, and the three Directors appointed by the Bryan and College Station City Councils, and the Brazos County Commissioners Court and the Immediate Past President. The Committee shall meet at the call of the President or on petition of at least two members of the Executive Committee to conduct business that cannot wait for the next regularly scheduled Board meeting and to plan the agenda for the Board meetings. Any business conducted by this Committee shall be reported at the next full Board meeting. Four members shall constitute a quorum. This Committee may exercise the powers of the Board between meetings of the Board, except that it may not modify any action taken by the Board. The Committee shall also be responsible for an annual review of the Association's personnel policies. The Executive Committee conducts the annual performance review of the Executive Director. The Executive Committee shall be represented when necessary by the Board President, Vice President or Immediate Past President. 6:04 AD HOC COMMITTEES may be appointed by the President to study and recommend action on specific issues, and shall be given a time frame to complete the charge of the Board. Issues to be considered by Ad Hoc Committees may include but are not limited to: grants, bylaws, and /or executive search. A liaison from the Executive Board will be designated to assist the Ad Hoc Committee, and to report the findings and recommendations to the Board at a regular meeting. A member of the Ad Hoc committee may be asked by the President of the Board to attend a regular Board meeting, if the expertise and experience of the person would help the Board's understand an issue. ARTICLE VII EXECUTIVE DIRECTOR 7:01 The Board shall employ an Executive Director of the Association for such period of time and upon such terms and conditions as the Board may determine. The Executive Director shall be appointed by a two thirds vote of the voting membership of the Board and employment may be terminated by a like vote upon thirty days written notice. The Executive Director shall be the chief executive officer of the Association and the Executive Director shall exercise such other powers customarily given to the chief executive officer of a business organization. The Executive Director is authorized to make expenditures as described in Article IX. The Executive Director shall serve ex- officio, without vote, on all committees of the Association except the Nominating Committee. The duties and responsibilities of the Executive Director shall be further defined by a job description contained in the Administrative Personnel Policy and Procedure Manual of the Association. The Executive Committee shall review the Executive Directors job description and conduct a written performance evaluation annually. ARTICLE VIII MEETINGS OF THE ASSOCIATION 8:01 An annual meeting of the Association shall be held in November or December of each year at a time and place selected by the Board. 8:02 Special meetings of the Association may be held at the call of the President and /or the Board. ARTICLE IX FINANCIAL ADMINISTRATION 9:01 CONTRACTS: The Executive Director shall present to the Board a review of all Association contracts annually. 9.02 CHECKS OR DRAFTS: Capitol and other expenditures over $1000 and not included in the approved budget, require Board approval. The procedures for handling all checks, including the number of required signatures, shall be delineated in Financial Policies and Procedures. 9:03 RESERVE FUND: The Treasurer shall maintain in a separate interest bearing account an amount equal to or greater than two months total operating expenses The monthly figure shall be derived from the previous year's average expenditures. Release of these funds for any reason shall require the majority approval of the Board. At any time the Treasurer deems it necessary or desirable to invest in other than Certificates of Deposit, approval may be granted by vote of the majority of the Finance Committee members. The Finance Committee shall meet not less than twice a year to review investment options. The Board shall be apprised of any changes in investment strategy at the next scheduled Board meeting. 9.04 FISCAL YEAR: Fiscal Year: The fiscal and business year of Association shall begin on the 1 gt day of October and end on the 30ri, day of September in each year. ARTICLE X OFFICE AND RECORDS 10.01 PRINCIPAL OFFICE: The principal office of the Association is in the state of Texas in Brazos County, unless otherwise specified by the Board. The Association may have such other offices as the Board may determine or as the officers of the Association may require from time to time. 10.02 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, as required by the Texas Non - Profit Corporation Act. The Registered Office may be, but need not be identical with the principal office of the Association in the State of Texas and the address of the Registered Office may be changed from time to time by the Board. 10.03 BOOKS AND RECORDS: The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and shall keep at the registered or principal office a record giving the names and addresses of its members of the Board. All books and records of the corporation may be inspected by any Board Director or their agents or attorneys for any proper purpose at any reasonable time. 10.04 WAIVER OF NOTICE: Whenever any notice is required to be given under the provisions of the Texas Non - Profit Corporation Act or under the Articles of Incorporation or the bylaws of the Corporation, a waiver of notice in writing signed by the person or person entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of each notice. ARTICLE XI AMENDMENT OF BYLAWS 11.01 AMENDMENT: These bylaws may be amended by a two- thirds vote of Board members at a specially called meeting, if a 30 day written notice is given of an intention to amend or revise the bylaws at such a meeting. 11.02 PARLIAMENTARY AUTHORITY: The rules contained in Roberts Rules of Order Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws. ARTICLE XII GENERAL PROVISIONS 12.01 INDEMNIFICATION. The Association shall indemnify any current or former Directors or Officers of the Association for expenses, costs or other liability actually and necessarily incurred by those Officers or Directors in connection with any claim asserted against them by action in court or otherwise by reason of being or having such Directors or Officers, except in relation to matters as to which such persons shall have been guilty of negligence or misconduct. In the event of any Director or Officer being subjected to any liability due to conducting the business of the Association as herein authorized, or otherwise authorized by the Board, then the corporation shall indemnify the said Director or Officer against any and all liabilities unless negligence or misconduct is paramount. 12:02 DISTRIBUTION OF NET EARNINGS: No part of the net earnings of the corporation shall inure to the benefit of or be distributed to any of its Officers, Directors, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, and no Director or Officers of the corporation, or any private individual shall be entitled to share in the distribution of any of the association assets on dissolution of the Association. 12:03 LOANS TO DIRECTORS AND OFFICERS: The corporation shall make No loan to its Officers or Directors. 12.04 CORPORATE SEAL: The Association shall not have a seal. 12:05 DISTRIBUTION OF INCOME: The Association shall distribute its income for each taxable year at such time and in such manner as not to become subject to tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws. 12:06 SELF - DEALING: The Association shall 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 subsequent federal tax laws. 12:07 EXCESS BUSINESS HOLDINGS: The Association shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954, or corresponding federal tax laws. 12:08 INVESTMENTS: The Association shall not make any investments in such a manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws. 12:09 TAXABLE EXPENDITURES: The Association shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1954, or any corresponding provisions of any subsequent federal tax laws. 12.10 POLITICAL ACTIVITY: The intent of the Association is to work with governmental officials for enactment and enforcement of laws, ordinances, and regulations compatible with the mission and goals of the Association. The Association shall not engage in any activity either supporting or opposing the candidacy of any individual, group of individuals or party for political office. 12.11 NON -TAX ACTIVITIES: Notwithstanding any other provision of these Articles of Incorporation, the Association 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 1, 70(c)(2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended. 12.12 DISSOLUTION AND DISTRIBUTION OF ASSETS: In the event of dissolution, the residual assets of the Association will be distributed exclusively to educational organization(s) which would qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended or to the state or local government for exclusive public purpose. 12.13 ASSOCIATION POLICIES AND PROCEDURES: The Association shall have financial and operating policies and procedures, which shall be reviewed and approved annually by the Board. ARTICLE XIII ADOPTION 13.01 ADOPTION These Bylaws were officially adopted at a meeting of the members of Keep Brazos Beautiful, in a unanimous vote of members. Revision 12 -01 Revised - January, 1991; Revised- November, 2001, December, 2, 2003 and last Revised by membership August 22, 2004 Peter Scheets, President Sue Shahan, Secretary; Revised September 20, 2007 by membership, entered by Brian Keblinger KBB Intern /Kristen Gonzales Administrative Assistant; Revised November 17, 2007 by membership, entered by Brian Keblinger KBB Intern /Kristen Gonzales Administrative Assistant; Revised January 17, 2008 by membership, entered by Brian Keblinger KBB Intern /Kristen Gonzales Administrative Assistant; Revised August 20, 2009 by membership, entered by Brian Keblinger KBB Intern /Kristen Gonzales Administrative Assistant