Amended and Restated
By-Laws of Lee County Wildlife Association
A Non-Profit Organization
ARTICLE I. Name of the Association
The name of the Association shall be Lee County Wildlife Association, hereinafter referred to as the Association.
ARTICLE II. Organization
The Association shall serve as administrative leader to the County’s five (5) established wildlife co-ops which are as follows:
Area I Area II Area III Area IV Area V
Two Creeks South Lee West Yegua East Yegua Blue Branch
Section 1 – Directors
Directors of the association are three (3) elected representatives from each of the five (5) co-ops within Lee County.
Section 2 - Election of Directors
1. Elections shall be held at the individual co-op meetings in the fall. The start of the terms for the new Directors will be at the Annual meeting on the first Friday of February.
2. One (1) director shall be elected from each of the five (5) co-op areas.
3. The term of directors shall be for three (3) years without limitation. The term of incoming directors shall begin on February 1.
4. Directors shall be selected at the co-op level. Elections for incoming directors will be held at the Fall Co-Op meetings for each area. Newly elected directors will begin their three terms Feb 1. Of the following year. If for any reason any Director fails to attend 4 of the 6 bi-monthly meetings in one fiscal year, current Directors may replace Director from that same co-op if they deem necessary to do so, also it will keep all Directors positions filled.
Section 3 - Duties of Directors
1. Encouraged to actively participate in Board of Director’s and Wildlife Association meetings.
2. Coordinate co-op activities, assist in educational programs, and events.
3. Must be on a minimum of one subcommittee throughout the year, and attendance and participation at the annual meeting is required.
4. Establish budget and annual dues as well as assist in collections of membership dues and soliciting new members.
5. Removal - Any three Board members may recommend to the Board the removal from office of any elected official. Removal must be based on actions contrary to this document. Removal requires a two-thirds majority vote of the full Board in writing.
Section 4 - Association Officers
1. The Association officers shall consist of a President, Vice President, Secretary, and Treasurer.
2. Officers shall be elected annually (on the 2nd Tuesday in January) from within the Board of Directors.
3. The President can only be elected from the Board of Directors or former Directors.
4. Duties of officers shall consist of the following:
a. President – The President shall act as the principal officer of the Association. President shall be a member of the county Leadership Advisory Board. And shall be Chairperson of the Board. President shall be the chief spokesperson for the Association, and shall coordinate the activities of all officers and committees, and shall conduct the Association affairs in accordance with the provisions of the Constitution and Bylaws. President shall take appropriate action to implement the Association resolutions. It shall be the duty of the President to insure that officers are performing their duties. The President shall appoint Special Committee Chairpersons, prepare meeting agendas, call meetings to order on time, limit discussions to pertinent topics, follow the rules of parliamentary procedure, as provided by Robert's Rules of Order (as revised) where they do not conflict with the Associations policy, shall cooperate fully with the Association members, and shall endeavor to make the Association an effective means to improve natural resources management for Lee County. The President shall maintain a duplicate set of the Association records and transfer these records to their successor upon the completion of their term of office. Shall preside over all executive, annual, and called meetings. The President shall appoint committees such as a financial auditing committee.
b. Vice President – Shall be a member of the Board. The Vice President shall assume the duties of the President in the event that the President is unavailable. The Vice President shall assist the President as required. This includes but is not limited to planning and conducting the business meeting/training workshops.
c. Secretary – The Secretary shall be a member of the Board and shall record or cause to be recorded, all proceedings of the Association. He/she shall insure duplicate copies of such proceedings are provided to the President. The Secretary shall assist the President as required. This includes but is not limited to notifications of meetings. He/she shall assume the duties of the President in the event the President and Vice President are unavailable, Secretary shall assist in coordination of news media such as radio and newspaper articles.
d. Treasurer – The Treasurer shall be responsible for the funds of the Association. Treasure shall submit complete financial records at each business meeting, receive and disburse funds, and pay bills. Treasure shall maintain records of all receipts and expenditures. He/she shall assume the duties of the President in the event the President, Vice President, and Secretary are unavailable. Upon vacating office, Treasure, shall submit complete financial records to the President, Vice President, and/or the incoming Treasure.
e. Vacancies – Vacancies in any elected office may be filled by the Board.
Section 5 – Directors at Large
1. Directors at Large can only come from past directors and/or past advisors.
2. They are just advisors and do not have voting rights.
3. They shall assist the President as required, particularly with regard to communications, membership development, and serve as members of the Membership Committee.
Section 6 – Ex Officio Members
1. Texas Parks and Wildlife in conjunction with the Texas A&M AgriLife Lee County Extension Agent will serve as advisors to the association.
Section 7 – Fiscal Year
1. The Associations fiscal year shall begin on January 1st and terminate on December 31st.
Section 8 – Meetings
1. The Association shall meet a minimum of twice each year. This will include an annual meeting on the first Friday in February and at least one or more field and/or educational meetings. Individual Co-ops will meet at a frequency of their own choice.
2. The Directors meetings will be held on the 2nd Tuesday of January, March, May, July, September, and November.
3. The Directors may communicate physically, through correspondence (hardcopy or electronic), or by telephone to conduct business of the Association, as deemed necessary by the President.
4. Should it be deemed necessary by the President, additional meetings of the Board of Directors may be called.
Section 9 – Committees
1. The President may appoint standing and special committees from among the Board of the Association. Committees shall, under direction of the President, have general charge and supervision over matters entrusted to their care. The President may also appoint temporary committees as necessary.
2. Standing committees shall be those committees primarily concerned with the conduct of annual meetings, nominating, awards, resolutions, and administrative matters (e.g., bylaws or auditing). All appointments shall be for one year. Standing committees shall include, but may not be limited to: Annual Meeting, Scholarship, Finance, Educational Programs, and Raffle.
3. The Audit Committee, in cooperation with the Secretary/Treasurer, will conduct an annual review of the Association financial and administrative operations and report the findings to the Association at the annual meeting on the first Friday in February.
Section 10 – Expense Reimbursement Policy
1. Purpose: The purpose of the Expense Reimbursement Policy is to protect this organization’s (Association) non-profit status by providing proper procedures for reimbursement of valid, Association business expenses. This policy addresses advance payment request and reimbursement payment requests. To ensure appropriate financial controls and approvals are in place, all Association expenses will follow these procedures. This policy is intended to supplement but not replace any applicable state and federal laws governing nonprofit and charitable organizations.
a. Expense: Any payable item directly related to and caused by operational activates of the Association.
b. Eligibility: Only active members, in good standing, acting on behalf of the Association and executing Association business may submit advance payments request, advanced expense reimbursement request.
3. Request Types:
a. Advanced payment request must be preapproved by the Board of Directors with a majority vote.
b. Expense reimbursement request must be preapproved by the Board of Directors with a majority vote.
4. Authorization: All Association related expenses have to be preapproved by the Board of Directors with a majority vote.
5. Timing: Expenses must be turned into the Treasure for reimbursement no later than 60 days from expenditure date except at year-end when all late December expenses must be submitted by January 15th of the succeeding year. This ensures sufficient timing to close Associations financial books for State and Federal regulatory reporting and auditing requirements. Valid Association expenses submitted after the above dates will not be reimbursed.
ARTICLE III – MEMBERSHIP
Membership in the association is open to all landowners and individuals interested in the enhancement, preservation and conservation of wildlife. Voting rights will be limited to one vote per paid membership.
ARTICLE IV – DUES
Membership fees will be due on or before the Association’s annual meeting and will be payable to Lee County Wildlife Association. All dues paid after March 1st will be for the next fiscal year.
Initial fee of $10.00 per new membership, and a $10.00 annual membership renewal fee. Life Time Membership is open to individuals of all ages. A person may become a Life Member by paying the Life Member membership fees listed below:
Lifetime memberships are now offered at the following rate:
0-20 years of age………………………..……….$475
20-50 years of age……………………………….$355
51-65 years of age……………………………….$275
66-80 years of age……………………………….$180
81 years of age and older……………………….$75
All fees will be assessed to help cover expenses of scholarships, educational programs, and operating costs of the Association. Membership dues can be adjusted by the current years Directors as seen fit or need of the Association. Membership signs will be available at a price determine by the directors.
ARTICLE V – QUORUM/VOTING
One-half plus one (1) of the Directors shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors, except where otherwise required by these Bylaws. Voting is by majority unless otherwise specified in these Bylaws. Voting can be done by proxy if the proxy is in written format (email, text, or hand written).
ARTICLE VII – AMENDMENTS
These Bylaws may be amended at any business meeting of the Directors by a two-thirds majority vote. The Directors must be provided a written notification of intended changes is presented at least 30 days prior to the vote.
ARTICLE VIII – DISSOLUTION
The Association may be dissolved by majority vote of the member agencies at any annual meeting provided that written notice of such vote shall be sent each member agency at least thirty (30) days prior to the annual meeting.
Upon the dissolution of this organization, assets remaining after payment or provision for payment of all debts of the corporation, shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the Texas A&M AgriLife Lee County Extension Service for use in conducting educational programs in wildlife management.
ARTICLE IX – TEXAS LAW
These By-Laws shall be construed in accordance with the laws of the State of Texas. It is expressly recognized when the By-Laws are silent as to the manner of performing any Association function, the provisions of the Texas Non-Profit Corporation Act shall control.
ARTICLE X – LEGAL CONSTRUCTION
If any By-Law provision contained herein is held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision of these By-Laws and the By-Laws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in these By-Laws.
ARTICLE XI – HEADINGS
The headings used in these By-Laws are used for convenience and shall not be considered in construing the terms of these By-Laws.