VOLKSWAGEN OWNERS OF SAN ANTONIO

& SOUTH CENTRAL TEXAS

 

BYLAWS

 

 

The name of the organization is Volkswagen Owners of San Antonio & South Central Texas. The organization is organized in accordance with the Texas Civil Statutes, Chapter 9, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the Trustees, Directors, or Officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The organization is organized exclusively for purposes subsequent to section 501(c)(3) of the Internal Revenue Code.    

 

 

ARTICLE I

MEETINGS

 

 

Section 1. Annual Meeting.

 

An annual meeting shall be held once each calendar year for the purpose of electing directors and/or for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Director. 

 

Section 2. Special Meetings.

 

Special meetings maybe be requested by the President or the Board of Directors. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet of other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments. 

 

Section 3. Notice. 

 

E-mailed notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be e-mailed to all Directors of record at the e-mail address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when sent via e-mail and notice of email sent is immediately posted on the private VOSA Board of Directors Facebook group page.

 

Section 4. Place of Meeting.

 

Meetings shall be held at the time and place designated by the Board of Director’s. Unless the articles of incorporation or bylaws provide otherwise, the Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during this meeting. A Director participating in a meeting by this means shall be deemed to be present in person at the meeting. 

 

Section 5. Quorum.

 

A majority of the Directors shall constitute at quorum at a meeting. In the absence of a quorum, a majority of the Directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The Directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some Directors results in representation of less than a quorum. 

 

Section 6. Informal Action.

 

Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.

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ARTICLE II

DIRECTORS

 

 

Section 1. Number of Directors.

 

The organization shall be managed by a Board of Directors consisting of 3 or more Director(s). 

 

Section 2. Election and Term of Office.

 

The Directors shall be elected at the annual meeting. Each Director shall serve a term of 4 year(s), or until a successor has been elected and qualified.  

 

Section 3. Quorum.

 

 A majority of Directors shall constitute a quorum.  

 

Section 4. Adverse Interest.

 

In the determination of a quorum of the Directors, or in voting, the disclosed adverse interest of a Director shall not disqualify the Director or invalidate his or her vote. 

 

Section 5. Regular Meeting.

 

The Board of Directors shall meet immediately after the election for the purpose of electing its new officers, appointing new committee chairpersons and for transacting such other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.  

 

Section 6. Special Meeting.

 

Special meetings may be requested by the President, Vice President, Secretary, or any two Directors by providing five days' e-mailed notice. Such notice shall be e-mailed to all Directors of record at the e-mail address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when sent via e-mail and notice of email sent is immediately posted on the private VOSA Board of Directors Facebook group page. Minutes of the meeting shall be sent to the Board of Directors within five days after the meeting. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet of other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments.  

 

Section 7. Procedures.

 

The vote of a majority of the Directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A Director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records. 

 

Section 8. Informal Action.

 

Any action required to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors or of a committee of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the Directors or all of the members of the committee of Directors, as the case may be.  

 

Section 9. Removal / Vacancies.

 

 A Director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining Directors. A Director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.  

 

Section 10. Committees.

 

To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.   

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ARTICLE III

OFFICERS

 

Section 1. Number of Officers.

 

The officers of the organization shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Treasurer, and a Secretary. Two or more offices may be held by one person, although the offices of Secretary and President cannot be held concurrently by the same person. The President may not serve concurrently as a Vice President.  

 

                   President/Chairman. The President shall be the Chief Executive Officer and shall preside at all meetings of the Board of Directors and its executive committee, if such a committee is created by the Board.  

 

Duties include but are not limited to:

The Board President who is also called the Board Chair, is the head of the Board and of the organization. The President partners with the organization leadership to promote the non-profit. The President conducts board meetings and ensures that the Board’s directives are implemented and monitored. The President calls and conducts meetings of the executive committee, which consists of Board Officers and the Chief Executive Officer. He/She also creates committees and appoints committee chairs. The President collaborates with the Chief Executive Officer, or CEO, to carry out the organization’s mission and ensures accomplishments of goals. The President reviews reports and records and directs members in their roles. He/She is also instrumental in supervising the CEO.

 

                   Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.

 

Duties include but are not limited to:

The Vice President of the board, who may also be called the Vice Chair, is prepared at all times to assume the role of the Board President, if necessary. The Vice President, whose knowledge and commitment mirrors that of the President, may serve in the President’s place for Board activities and in the spokesperson capacity. The President may delegate special assignments to the Vice President, who also works closely with the organization’s CEO to carry out the Board President’s vision and directives.

 

                   Secretary. The Secretary shall give notice of all meetings of the Board of Directors and executive committee, shall keep an accurate list of the Directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings.

 

Duties include but are not limited to:

The Board’s Secretary provides members with required meeting notices, prepares agendas and provides guidance on proper meeting procedures. The Secretary takes minutes at Board meetings, or designates a person for the task, and reviews distributes the approved minutes. The Secretary prepares and maintains board records, such as minutes and committee reports, and ensures the accuracy, timeliness and security of the records. The Secretary is prepared to assume the leadership role when the President and Vice President are unavailable. Note: All minutes to be sent to the President for review and posting within five days of the meeting(s).

 

                   Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and executive committee.

 

Duties include but are not limited to:

The Treasurer serves as the Financial Officer. If the organization has a finance committee, the Treasurer is its Chairperson. The Treasurer applies his/her knowledge of accounting to monitor finances, while directing the preparation of financial reports and summarizing the reports for the Board. The Treasurer works with other Board members and the CEO to develop financial plans and prepare the organization’s budget. The Treasurer reviews the annual audit and tax forms and presents the financial material to the Board. Note: All cash revenues from fundraising events must be deposited into the organization’s account within 3 business days and copy of receipt sent to the President.

 

Section 2. Election and Term of Office.

 

The Officers shall be elected annually by the Board of Directors, at the first meeting of the Board of Directors, immediately following the annual meeting. Each officer shall serve a four-year term or until a successor has been elected and qualified.  

 

Section 3. Removal or Vacancy.

 

The Board of Directors shall have the power to remove an officer or agent of the organization, for any reason. Any vacancy that occurs for any reason may be filled by the Board of Directors.    

 

 

ARTICLE IV

CORPORATE SEAL, EXECUTION OF INSTRUMENTS

 

The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are, acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or any Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.    

 

ARTICLE V

AMENDMENT TO BYLAWS

 

The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed via e-mail to all board members at least ten (10) days before the meeting. Notice of e-mail sent shall be immediately posted on the private VOSA Board of Directors Facebook group page.   

 

ARTICLE VI

INDEMNIFICATION

 

Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).    

 

ARTICLE VII

DISSOLUTION

 

The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than twothirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:  All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.   

 

Certification

 

Donna Cheryl Martinez, President of Volkswagen Owners of San Antonio & South Central Texas, and Ella Mae Olinick, Secretary of Volkswagen Owners of San Antonio & South Central Texas certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on July 15, 2019.

 

 

I certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on July 31, 2019.    

 

 

_________________________________ Donna Cheryl Martinez, President 

 

 

_________________________________ Ella Mae Olinick, Treasurer   

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