BYLAWS OF TEXAS SOCIETY FOR ECOLOGICAL RESTORATION
Revised by the Board of Directors December 2017 – February 2018
Approved by the Membership on November 10, 2018
CONTENTS:
Article 1.Mission and Purpose
Article 2. Offices
Article 3. Membership
Article 4. Membership Meetings
Article 5. Officers
Article 6. Board of Directors
Article 7. General Elections
Article 8. Committees
Article 9. Resolutions
Article 10. Rules of Procedures
Article 11. Fiscal Year
Article 12. Contracts, Loans, Checks, Deposits, Gifts and Donations
Article 13. Co-Sponsorship of Events
Article 14. Amendments
APPENDIX A. Standing Committees
Article 1. Name
Section 1. Name. The name of the Organization is Texas Society for Ecological Restoration.
Section 2. Abbreviation. The approved abbreviation of the Organization, where an abbreviation is proper, shall be TXSER.
Article 2. Mission and Purpose
Section 1. Mission Statement: “TXSER connects scientists, practitioners, and policy-makers to restore Texas ecosystems and the vital services they provide.”
Section 2. Purpose. The purpose of TXSER, as stated in Article 5 of Form 202 Certificate of Formation – Nonprofit Corporation, is, “To advance the science and education of ecological restoration, including restorative management, as a scientific and technical discipline, as a strategy for environmental conservation, as a technique for ecological research, and as a means of developing a mutually beneficial relationship between human beings and the rest of nature.
Article 3. Offices
Section 1. Principal and Business Offices. The principal office of TXSER shall be the address of the President or of the Executive Director.
Article 4. Membership
Section 1. Eligibility. Any person, group, business, or organization is eligible for membership in TXSER provided concurrent membership in SER International.
Section 2. Termination of Membership. The state chapter membership of a member shall terminate upon the occurrence of any of the following events: (1) Upon notice from any member of a voluntary termination delivered to the President, Secretary, Treasurer personally or by first class mail, and the membership shall terminate effective upon the date of delivery of the notice or the date of its receipt through the mail. (2) Upon a member’s failure to renew a membership by paying dues on or before their due date. A 60-day grace period shall be allowed for paying the delinquent dues. (3) Upon adoption of a resolution by a majority vote of the Board stating in a reasonably explicit way that the member has engaged in conduct materially and seriously prejudicial to the interest or purposes of the Society, and expelling the member on a specified date. The Board shall notify SER International of its intent, and shall follow the procedures for expulsion and appeal set down by SER International.
Section 4. Honorary Members. The Board may recommend persons for recognition as Honorary Members of the Society as provided for in the bylaws of SER International. The Board is not empowered to vote for its own honorary members separate from SER International. [Reference SER MOU?]
Article 4. Membership Meetings
Section 1. Annual Meeting. The annual meetings of the TXSER shall be held at such a time and place as the Board may determine. The time and place for any meeting announced by the Board may be changed, if necessary, by the Board.
Section 2. Special Meetings. Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board or by any member the person designated in a written request signed by at least one-tenth of all members of TXSER who would be entitled to vote at the special meeting.
Section 3. Notice of Meeting. Written notice stating the place, day and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be delivered not less than thirty days before the meeting, either personally or by written mail or electronic mail, to each member in good standing at the address recorded on the membership roll. Notice shall be delivered by or at the direction of the President, Vice President, Secretary, Treasurer, Executive Director, Conference Coordinator, or other officer or person calling the meeting.
Section 4. Quorum. The members in attendance at the business meeting of an announced meeting shall be the voting body for the election of officers and for any other business as may be referred to the membership for a vote. The affirmative vote of a simple majority of members present at a meeting shall be necessary for the adoption of any matter unless a greater proportion is required elsewhere in these Bylaws.
Section 5. Conduct of Meetings. The President, and in his/her absence, the Vice-President, and in their absence, any person chosen by the Directors present, shall call the meeting of the membership to order and shall act as chairperson of the meeting. The Secretary shall act as secretary of all meetings of the members, but in his/her absence, the presiding officer may appoint any other person to act as secretary of the meeting.
Section 6. Proxies. At all meetings of the membership, a member entitled to vote may vote in person or by proxy appointed in writing by the member or by his/her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of TXSER before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting secretary of the meeting, or by oral notice given by the member to the presiding officer during the meeting. The presence of a member who has filed his/her proxy shall not of itself constitute a revocation of that member’s proxy. No proxy shall be valid unless it specifies the dates for which it is to be in effect. The Board shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.
Section 7. Voting. Each member shall be entitled to one vote upon each matter submitted to a vote at a membership meeting or by ballot election, except that members sharing a collective membership shall be entitled to cast a single vote for the collective. Members may vote in person; by proxy as described above in Article 4, Section 6; or by regular mail or e-mail which must be received by the Secretary before or at the time so stated on the ballot.
Article 5. Officers
Section 1. Number. The officers of TXSER shall be a President, a Vice-President, a Secretary, and a Treasurer. The officers shall be nominated from and elected by the general membership. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board at any time and for such terms as the Board deems appropriate.
Section 2. Powers and Duties. Resolution or other directive of the Board shall provide the powers and duties of the Officers and Directors from time to time. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by like officers or societies similar in organization and purposes to TXSER.
Section 3. Powers and Duties Documents. The Board shall maintain documents specifying the powers and duties of each of the Officers and Directors and make these documents available to anyone nominated or elected to a board position.
Article 6. Board of Directors
Section 1. General Powers. The Board of Directors, or “Board,” shall manage the business and affairs of TXSER. The Board is responsible for developing chapter policy, conceptual and strategic planning, operations, funding, and relations with other local organizations. The Board may delegate operational tasks to an Executive Director or Conference Coordinator but shall retain oversight responsibility for all operations.
Section 2. Composition. The elective positions of the Board of Directors, or “Directors,” shall be the four Officers and each of the Regional Representatives. The appointed Chairs of the Standing Operations Committees, Executive Director, and Conference Coordinator shall be ex-officio members of the Board.
Section 3. Regional Representatives. A Regional Representative from each major geographical or ecological regional of Texas shall serve on the Board of Directors with the primary functions of broadening the expertise of the Board, recruiting members from each region, and organizing or facilitating TXSER activities within each region. The regions shall be designated by the Board as-needed.
Section 3. Voting. Each Board member shall have one vote, with the exception of the President or presiding officer who shall only be allowed to vote in the case of a tie as well as the Executive Director and Conference Coordinator who shall participate in Board meetings as non-voting members. Votes may be taken in writing, or by phone or e-mail as described in Article 6, Section 9 below.
Section 4. Meetings. The Board shall meet at least three times per calendar year, preferably on a quarterly basis. At least one of these meetings must be face-to-face; the others may be conducted via a teleconference to be arranged by the President or Secretary. The required face-to-face meeting shall be held the day before, during, or immediately after the annual meeting of the members. This Board meeting shall take place at the same venue as the membership meeting. The general membership may attend Board meetings on a space-available basis but may not participate in any manner except by invitation of the President.
Section 5. Special Meetings. Special meetings of the Board may be called by or at the request of any one of the Officers. The person or persons calling such special meetings of the Board may fix any place within the state of Texas as the place for holding such special meetings. Special meetings may also be held in conjunction with the annual SER International meeting, as long as a quorum of the TXSER Board exists. Special meetings may be held electronically via teleconference as long as all Directors are able to participate fully using the electronic medium.
Section 6. Notice. Notice of each meeting of the Board shall be given by written notice delivered personally, mailed, or e-mailed to each Director at the address shown on the membership roll not less than 7 days before the date of the meeting.
Section 7. Quorum. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of official business at any meeting of the Board, but a majority of the Directors present (though less than such a quorum) may adjourn or reschedule the meeting without further notice. For any meeting for which notice was given more than three weeks prior, a majority of the Directors present may waive the requirement for a quorum and continue with any business that does not require a vote.
Section 8. Proxies. At all meetings of the Board, a Board member entitled to vote may vote in person or by proxy appointed in writing by the Board member or by his/her duly-authorized attorney-in-fact. Such proxy shall be filed with the Secretary of TXSER before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting secretary of the meeting, or by oral notice given by the member to the presiding officer during the meeting. The presence of a Board member who has filed his/her proxy shall not of itself constitute a revocation of that Board member’s proxy. No proxy shall be valid unless it specifies the dates for which it is to be in effect. The Board shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.
Section 9. Consent Without Meeting. Any action permitted or required by the Articles of Incorporation, these Bylaws, or any provision of law to be taken by the Board at a meeting may be taken by consent in absentia without a meeting if consent is obtained from the Directors in writing, by phone, or by electronic medium by the Secretary or member of the Executive Committee subject to the following provisions: 1) Resolutions of an operational nature or involving the implementation of existing policies require a majority vote of all Directors in office. 2) Trailing issues – that is, matters discussed at a meeting but not voted on – require a majority vote of those Board members that were present for the discussion. 3) New policy resolutions, excluding trailing issues, require a 2/3-majority vote of all Directors in office. New business resolutions and policy resolutions can be voted upon. If one-third of the standing directors vote for a discussion on the resolution then the vote is deferred until a meeting or conference call is conducted. The Board voting in absentia cannot amend the chapter Bylaws. Resolutions to be adopted by consent in absentia do not require seconding and may be made by any Director, including the President. A vote is complete as soon as the minimum number of votes to pass or fail a resolution has been cast.
Section 10. Continuity Between Sessions. The Officers as a group are empowered to function in place of the entire Board when the Board is not in session and when an electronic or other special meeting is not feasible. Any actions taken by the Officers, other than operational actions, are subject to ratification by the Board.
Section 11. Removal and Resignation. Any Director may be removed from office by affirmative vote of a majority of the members at a meeting at which a quorum is present or by affirmative vote of a majority of the Directors at a meeting of the Board at which a quorum is present. A Director may resign at any time by filing a written resignation with the Secretary.
Article 7. General Elections
Section 1. Timing and Electorate. Regular elections shall be scheduled during each annual meeting. All elective Board positions shall be voted on by the general membership.
Section 2. Nomination and Eligibility. Any member who is eligible to vote may declare candidacy for office, or nominate another member for candidacy. Names of candidates shall be submitted in writing or via e-mail to the Elections Committee. No nomination shall be accepted without the prior consent of the nominee.
Section 3. Eligibility. A candidate for any elective office shall be a member in good standing of both SER International and TXSER at the time of the election. Candidates for Officer positions must reside in Texas. No candidate may be in violation of the terms of office for that position. The Elections Committee shall verify eligibility of candidates. All eligible candidates for an office shall be included on the ballot.
Section 4. Confirmation. The candidate receiving the largest number of votes cast shall be elected. In case of a tie vote, successive votes shall be taken until one candidate receives at least a plurality of votes. All candidates shall remain on the ballot in successive votes unless the candidate withdraws voluntarily. Votes for write-in candidates shall be counted only after the Elections Committee has confirmed their eligibility. If the entire slate of candidates is running unopposed, the electorate may choose to accept the slate by acclamation instead of casting ballots.
Section 4. Terms of Office. Terms of office shall begin upon election of the candidate unless specified otherwise by the Board.
The terms of all elective positions shall be two years. An individual may serve no more than two consecutive terms as President, Vice-President, Secretary, or Treasurer and no more than three consecutive terms as Representative of the same region. The terms of the elected officials shall be staggered to the extent possible.
Section 5. Tenure of Office. Directors shall hold office for the term to which elected and until the terms of their duly elected successors begin, or until their death, disqualification, resignation, or removal.
Section 6. Disqualification. Candidates who fail to meet the eligibility requirements for each position at the time of the election shall be disqualified. Sitting directors who violate any eligibility requirement may continue serving only until the next regular election or may be removed by the Board.
Section 7. Vacancies. Should the office of President become vacant, the Vice-President shall serve as President for the remainder of that term of office. Any other vacancy caused by the resignation, removal, disqualification, or death of a Director may be filled until the next regular election by the affirmative vote of a majority of the Directors then in office, provided that in case of a vacancy created by the removal of a Director by vote of the members, the members shall have the right to fill such vacancy at the same or subsequent membership meeting or any adjournment thereof. An appointment by the Board to fill a vacancy shall not disqualify the appointee from candidacy to that same office in the next consecutive election or elections. A Director, whose position on the Board is not scheduled for election, may retain that position following an unsuccessful candidacy for another position on the Board.
Article 8. Committees
Section 1. Establishment. Committees may be established by resolution of the Board. The purpose and powers of each committee shall be provided in any such resolution. Each committee, once established, shall determine its own size and composition. Except as otherwise provided in such resolution or these Bylaws, the President shall be ex-officio on each committee. There shall be two kinds of committees: standing committees and ad hoc committees.
Section 2. Standing Committees. Standing committee status shall be granted to those committees with continuing, long-term responsibilities. There shall be two kinds of standing committees: Board Committees whose business requires direct action by the Board, and Operational Committees whose business may be delegated by the Board to designated chairpersons for action. The chairperson of each standing committee shall be approved by the Board for a term of one year and may be re-appointed by the Board annually. Chairpersons of standing committees may also be duly elected members of the Board. The chairperson of each standing committee shall appoint committee members, at least one of whom shall be a current Director. Chairpersons shall report to the Board through the President. The current list of standing committees and their essential responsibilities comprise Appendix A.
Section 3. Ad Hoc Committees. Additional special committees may be appointed at any time by the President or the Board or may be created by any group of members.
Article 9. Resolutions
Section 1. Resolutions proposed from within the general membership shall be submitted to any TXSER officer or Regional Representative for referral for Board action.
Article 10. Rules of Procedures
Section 1. Conduct of Meetings. All meetings will be governed by Robert’s Rules of Order.
Section 2. Notice by Mail. Whenever notice by mail is provided for in these Bylaws such notice shall be deemed to have been delivered when deposited in the United States Mail prepaid to the member’s address as shown on the membership roll.
Section 3. Notice by Electronic Mail. In order to facilitate communication and increase efficacy, TXSER will utilize electronic means to disseminate information to chapter members and to further communication amongst the board. The Board may use electronic mail to cast a vote on any resolution or other pertinent business that necessitates Board approval, yet does not require a majority vote by the general membership.
Section 4. Waiver of Notice. Whenever any notice is required to be given to any member or Director under the provisions of these Bylaws or under the provisions of the Articles of Incorporation, a waiver in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a member at a meeting shall constitute a waiver of notice of such meetings, except where a member attends a meeting and objects thereat 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.
Article 11. Fiscal Year
Section 1. Fiscal Year. The Fiscal year of TXSER shall be the calendar year.
Article 12. Contracts, Loans, Checks, Deposits, Gifts and Donations
Section 1. Contracts. The Board may authorize any Officer(s) or agent(s), to enter into any contract or execute or deliver any instrument in the name of and on behalf of TXSER. Such authorizations may be general or confined to a specific instance. In the absence of said designation, all authorizations shall be executed in the name of TXSER by the President, Vice President, Secretary, or Treasurer, each having full authority as a signing Officer.
Section 2. Loans. No loans shall be contracted on behalf of the TXSER and no evidence of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board. Such authorization may be general or confined to specific instances.
Section 3. Checks and Drafts. All checks, drafts, or other indebtedness issued in the name of TXSER shall be signed by one of the following: President, Secretary, or Treasurer. Expenditures in the sum of $1000 or more must be approved by a resolution of the Board of Directors.
Section 4. Deposits. All funds of TXSER shall be deposited upon receipt to the credit of the Chapter in such banks, trust companies, or other depositories as may be selected by or under the authority of a resolution of the Board.
Section 5. Gifts and Donations. The Board shall be authorized to accept and receive contributions and donations from any and all sources. Acceptance of any grant or gift restricted or unrestricted does not imply endorsement by TXSER or SER International of the source, its services, products, or policies, nor does it imply any past, present, or future benefit to be granted by TXSER or SER International. Acceptance of any contract does not imply any endorsement, benefit, or product beyond the deliverable services and products expressly contained in the contract. It will be the general policy of TXSER to accept unrestricted contributions and restricted grants from any source. However, TXSER retains the right to refuse any gift or grant if the Board of Directors judges the reputation or perceived image of the grantor or the conditions of the grant inconsistent with TXSER’s mission, goals, and priorities.
Article 13. Co-sponsorship of Events
Section 1. To more effectively achieve the goals of the Chapter, TXSER will actively engage in the co-sponsorship of educational events, symposia, and field days with other organizations, institutions, or agencies of like mind. Such events may be selected by a simple resolution of the Board.
Article 14. Amendments
Section 1. By members. These Bylaws, including its appendices, may be altered, amended, or repealed and new Bylaws may be adopted by the membership by affirmative vote of not less than a two-thirds majority of the members present or represented by proxy at any business or special meeting of the members at which a quorum is in attendance. Written notice of the meeting along with all proposed amendments shall be provided to the Board of Directors and membership at least thirty days before the meeting.
Section 2. By Directors. These Bylaws may also be altered, amended, or repealed and new Bylaws may be adopted by the Board by affirmative vote of not less than a two-thirds majority of the directors present at any meeting at which a quorum is in attendance; but no Bylaw adopted by the membership shall be amended or repealed by the Board if the Bylaw so adopted so provides. Written notice of the meeting along with all proposed amendments shall be provided to the Board of Directors at least seven days before the meeting.
APPENDIX A. Standing Committees
Standing Committees
Executive: The Executive Committee consists of the President, Vice President, Secretary, and Treasurer. The committee acts on behalf of the Board when not in session or when a full Board meeting is not feasible.
Awards: The Awards Committee shall deal with all aspects of the TXSER awards program: nominations, evaluations, selections, and presentations. Membership will represent all membership regions.
Conference: The Conference Committee oversees the annual meeting and any other events hosted by TXSER. Responsibilities include setting the date and venue, making local arrangements, programming, coordinating promotional material with TXSER Newsletter editor and/or others for dissemination. The Vice President will chair this committee.
Elections: The Election Committee calls for nominations, solicits candidates, and coordinates information for dissemination in the TXSER newsletter.
Fundraising: The Fundraising Committee will be responsible for leading fundraising the efforts of the Board and membership.
Legislative and Policy: The Legislative and Policy Committee is responsible for informing the membership of legislative and policy issues relevant to ecological restoration in Texas and on methods for involvement in shaping or influencing legislation and policy.
Membership/Diversity, Equity & Inclusion (M/DEI): This Committee will develop and implement strategies to increase DEI in all elements of our work, including but not limited to membership, communications, fundraising, and the annual conference. The M/DEI Committee will also work to increase TXSER membership overall as well as to better serve existing members.
Newsletter: The Newsletter Committee will be responsible for the timely publication of the TXSER newsletter. Publication will be at least twice per year, Fall and Spring. The Secretary will chair this committee.