ARTICLE I.  NAME AND OFFICE LOCATION

1.01     The name of this organization shall be the Dallas-Fort Worth Association Executives (DFWAE), a nonprofit corporation incorporated in the state of Texas.

1.02     The office of DFWAE shall be maintained at a location as may be determined by the Board of Directors.

ARTICLE II.  MISSION, PURPOSES AND OBJECTIVES

2.01     The mission of DFWAE is to serve the North Texas association community through relevant education and services, leadership and career development and the exchange of ideas.

2.02     The purposes and objectives of DFWAE are:

1. To provide a forum for association professionals to develop high standards of service and conduct.
2. To create a sense of belonging in the association community by cultivating inclusivity, nurturing equity, and expanding opportunities to learn and collaborate.
3. To develop and present educational programs that will further enhance the knowledge and competence of association professionals and the practice of association management and allied fields.
4. To acquire, preserve, and disseminate data and valuable information relative to the functions and accomplishments of voluntary associations.
5. To provide effective representation for association professionals in relationships with government, business, and industry on issues, which properly fall within the purview of the corporation.
6. To cooperate with other groups of association professionals in the common endeavor to advance organizational management as a profession and promote relationships with other professional, governmental, and business groups.
7. To initiate and undertake to promote, encourage, assist, finance, administer, and execute such programs and projects as may be desirable for the effective realization of the objectives and purposes herein set forth.
8. To accept money and funds of every kind by gift, grant, bequest, or otherwise, and to buy, sell, trade, or exchange property for the best advantage in order to effectuate the purpose of the corporation or in relationship to the handling of any part of its activities.
9. Subject to prior approval of the Board of Directors, DFWAE may take a position and express an opinion on issues directly and generally affecting association professionals; provided, however, that no action shall be taken on such matters as clearly fall solely within the purview of individual organizations.

ARTICLE III.  MEMBERSHIP

3.01     Qualification: Membership in DFWAE shall be composed of those who meet criteria for one of the classifications in Section 3.02 and who agree to comply with DFWAE’s bylaws.

3.02     Member Classification: DFWAE membership categories, eligibility to vote or hold office, and pricing are set in policy by the Board of Directors.

3.03     Application for Membership:  All applicants for membership must submit to the principal office of DFWAE a completed application.  Applicants are subject to review by the Board of Directors and may be denied membership within 30 days of joining, if they do not meet the qualifications as stated in association policy. 

3.04     Removal:  Members of any classification may be removed from membership after 30 days by two-thirds vote of the Board of Directors. For any cause other than non-payment of dues, removal shall occur only after the member has been advised of the complaint and given reasonable opportunity for defense.  If removed, the member may appeal the Board’s decision, provided written notice of intent to appeal is received by the principal office of DFWAE at least 14 days prior to the next scheduled Board of Directors Meeting.  A person may be disqualified for membership if their business, function, or operation, or that of their employer is, or becomes, inconsistent with or contrary to the purposes and limitations of these Bylaws, or if they violate the DFWAE Code of Ethics. The DFWAE Board of Directors may impose sanctions on individuals that must be met before they can be reinstated as a member. The DFWAE Board also has the authority, with cause, to remove a member permanently.

3.05     Reinstatement:  A former member who is not permanently removed may be reinstated upon proof of qualifications, fulfillment of any sanctions, and payment of current year’s dues.

3.06     Resignation:  Any member may resign by filing a written resignation with the principal office of DFWAE.

ARTICLE IV.  DUES AND ASSESSMENTS

4.01     Annual Dues:  Dues for all classes of membership shall be established by the Board of Directors.

4.02     Delinquency and Cancellation:  All members of DFWAE are required to pay dues in full prior to receiving member benefits. Member dues are not refundable upon cancellation of membership except as required by law.

4.03     Refunds:  No dues shall be refunded to any member whose membership terminates for any reason.

4.04     Two-thirds of the members voting as required in Section 5.05 may levy a per capita assessment for any specific purpose not to exceed $50 for any one year.

ARTICLE V.  MEETINGS

5.01     Annual Meeting:  The Annual Membership Meeting of DFWAE will be held each year at a date, time, and place to be designated in policy by the Board of Directors.

5.02     Special Meetings:  Special meetings of DFWAE may be called by the Board of Directors at any time, or shall be called by the President upon receipt of a written request of ten percent of the voting members, within 30 days after the filing of such request with the principal office of DFWAE.  The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time.

5.03     Notice of Meetings:  Written notice of any meeting of DFWAE at which official business is to be transacted shall be mailed, faxed, or emailed to the last known address of each voting member not less than 10 days or more than 60 days before the date of the meeting.

5.04     Voting:  At all meetings of DFWAE each voting member shall have one vote and may take part and vote in person only.  Unless otherwise specifically provided in these bylaws, a majority vote of the voting members present and voting shall govern provided a quorum is present.

5.05     Voting via Technology:  Proposals to be offered to the voting members for a mail, fax, or electronic vote, excepting election ballots, shall first be approved by the Board of Directors.  On any mail, fax or electronic vote no less than 20 voting members in good standing must cast a ballot to constitute a valid action and a majority of those voting shall determine the action.  The period for all mail, fax, or electronic ballots shall be a minimum of 30 days and maximum of 60 days from date of transmission.

5.06     Quorum:  Twenty voting members in good standing shall constitute a quorum for the transaction of business.  If a quorum is not present at any meeting, then a majority of the members present may adjourn the meeting from time to time as may be necessary.

5.07     Cancellation of Meetings:  The Board of Directors may reschedule any annual or special meeting for cause.

5.08     Accessibility of Meetings:  All DFWAE meetings will promote an environment of engagement for members across the spectrum of abilities.

ARTICLE VI.  OFFICERS

6.01     Elected Officers:  The officers of DFWAE shall be a President, President-Elect, Secretary, and Treasurer, to be elected by the voting membership of the organization in accordance with these Bylaws and DFWAE Policies and to serve until their successors have been duly elected and assume office.

6.02     Qualifications for Office:  Any eligible member in good standing shall be considered for nomination and election to any elective office of DFWAE, provided the member shall have served at least one year as a member of the Board of Directors at any time prior to an elective term of office.

6.03     Nomination and Election of Officers:  In accordance with the procedure specified in Article X (10.01), the Nominating Committee shall prepare and submit to the members nominations for the officers of DFWAE to be elected.  Any person so nominated shall have given their prior consent to nomination and election as an officer.

6.04     Term of Office:  Each elected officer shall take office effective July 1 of each year and shall serve a term of one year or until a successor is duly elected and qualified (not to exceed three years of total service in the same office).  Each elected officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee.

6.05     Re-election:  An elected officer, having served one full term, shall be eligible for re-election to the same office for one additional consecutive term.  That person shall be ineligible for election to the same office until one year has passed. 

6.06     Vacancies:  Vacancies in any elective office may be filled for the balance of the term thereof by the Board of Directors.

6.07     Removal:  The Board of Directors, at its discretion, by a two-thirds vote of all its members, may remove any officer from office for cause.

6.08 Insurance: DFWAE shall purchase and maintain D&O insurance on behalf of any person who is or was an Officer, Designated or At-Large Board Member, employee or agent of the corporation, or who is or was serving at the written request of the corporation as an Officer, Designated or At-Large Board Member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for any claim, action, demand, controversy, suit, cause of action or liability asserted or which could be asserted against such person and incurred by such person in any such capacity for the association.

ARTICLE VII.  DUTIES OF OFFICERS

7.01     President:  The President shall be the chief elected officer of DFWAE and serve as Chair of both the Board of Directors and Executive Committee.  The President shall also serve as an ex officio member on all committees except the Nominating Committee. They shall make all required appointments of standing and special committees as in the president’s  judgment are necessary to carry out the purposes and functions of DFWAE.  The President will also automatically serve as Immediate Past President following election of their successor, and thereby serve as a voting member of the Board of Directors and the Executive Committee.  At the Annual Meeting of DFWAE and at such other times as deemed proper, the President shall communicate to the members such matters and make such suggestions to promote the welfare and increase the usefulness of DFWAE.  The president shall perform such other duties as are necessarily incident to the office or as may be prescribed by the Board of Directors.

7.02     President-Elect: The President-Elect shall succeed to the Presidency.  The President-Elect’s duties shall be delegated by the President with the approval of the Board of Directors.  The President-Elect shall perform the duties of the President in the event of the President’s inability to serve. The President-Elect shall serve as Chair of the Bylaws Committee.

7.03     Secretary:  The Secretary shall be in charge of DFWAE’s membership records and minutes of meetings of the Board of Directors, overseeing the organization’s archives and retention of corporate documentation, and shall be responsible for such other duties as are individually assigned by the President.

7.04     Treasurer:  The Treasurer shall be in charge of DFWAE’s funds.  TheTreasurer shall have established proper accounting procedures for the handling of DFWAE’s funds and shall be responsible for the keeping of the funds in such banks, trust companies and/or investments as are approved by the Board of Directors.  The Treasurer shall serve as Chair of the Finance Committee and report on the financial condition of DFWAE at all meetings of the Board of Directors and at other times when called upon by the President.

ARTICLE VIII.  BOARD OF DIRECTORS

8.01     Authority and Responsibility:  The governing body of DFWAE shall be the Board of Directors.  The Board of Directors shall have supervision, control, and direction of DFWAE, its committees and publications; shall determine its policies and changes therein; shall actively pursue its objectives and supervise the disbursement of its funds.  The Board may adopt such rules and policies for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Committee, except as otherwise set forth in these Bylaws.

8.02     Number and Qualifications:  The Board of Directors shall consist of 15 members.  The Board of Directors shall consist of the Immediate Past President, the four officers, and ten other members as defined in association policy. Any Associate Member or representative of an Associate member (as defined in Section 3.02 F) in good standing shall be eligible for nomination to the Board of Directors to serve in the Associate Director positions.  Any CVB member (as defined in Section 3.02 B) in good standing shall be eligible for nomination to the Board of Directors to serve in the CVB Director position.

8.03     Term of Office and Manner of Election:  Directors, except the Immediate Past President and the four (4) officers, shall be elected for two-year staggered terms.  The President, President-Elect,  Secretary, and Treasurer shall be Directors of DFWAE.  They shall be elected in accordance with the provisions of Article VI, Section 6.01, installed at the Annual Meeting of the organization, and shall continue in office until their successors are elected.

8.04     Re-election:  A member of the Board who has served a full two-year term shall be eligible for re-election to one more consecutive two-year term in the same position.  After that, the person shall be ineligible for election as a director until one year has passed.

8.05     Nominations:  The Nominating Committee, acting in accordance with Article X, Section 10.01(B), shall present at least one nominee for each seat on the Board which is vacant or is about to expire.  Any person so nominated shall have given prior consent to their nomination and election as a Director or Officer.

8.06     Quorum:  At all meetings of the Board, eight voting members shall constitute a quorum.  Action taken by a meeting of less than eight voting members of the Board shall be subject to ratification by a majority of the Board by mail or electronic ballot within thirty (30) days.

8.07     Meetings of the Board:  A regular meeting of the Board of Directors shall be held no less than three times during each fiscal year at such time and place as the President may prescribe.  Special meetings of the Board may be called at any time by the President or any three voting members of the Board.  Notice of meetings called by other than the President shall contain a statement of the purpose of such meetings and the business shall be confined to such items, except upon approval by a majority of the Board.

8.08     Meetings via Technology:  Any meeting of the Board of Directors or any committee designated by the Board may be held by telephone conference call, video conference call, or technological means in which all or certain of the directors or committee members are not physically present at the place of the meeting but can participate in the conduct thereof via technology or device.

8.09     Voting:  Voting rights of a Director shall not be delegated to another nor exercised by proxy.

8.10     Voting by Mail or Electronic Mail:  Action taken by a mail or electronic mail ballot of the members of the Board of Directors, in which at least a majority of voting Directors in writing indicate themselves in agreement, shall constitute a valid action of the Board, if ratified at the next regular meeting of the Board.

8.11     Absence:  Any elected officer or director who is absent from two regular meetings of the Board of Directors during a 12 month period  may be removed from the Board of Directors for cause and the vacancy shall be filled as provided by these Bylaws.       

8.12     Vacancies:  Vacancies, no matter how created, in any Board position may be filled for the balance of the term thereof by a majority vote of the Board of Directors.

8.13     Compensation:  Directors and elected officers shall not receive any compensation for their services but may be reimbursed for expenses incurred on behalf of DFWAE.

ARTICLE IX.  EXECUTIVE COMMITTEE

9.01     Authority and Responsibility:  The Executive Committee may act in place and stead of the Board of Directors between Board Meetings on all matters, except those specifically reserved to the Board by these Bylaws, pursuant to delegation of authority to such Committee by the Board of Directors.  Actions of the Executive Committee shall be reported to the Board by mail or electronic mail or at the next Board Meeting.

9.02     Composition:  The Executive Committee shall consist of the President, the President-Elect, the Secretary, the Treasurer, and the Immediate Past President.

9.03     Quorum:  A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. 

9.04     Called Meetings:  The President shall call such meetings of the Executive Committee as the business of DFWAE may require.

9.05     Vacancies:  Any vacancy occurring on the Executive Committee shall be filled in the manner as provided in Article VI, Section 6.06.  Any member so elected to fill a vacancy shall serve the unexpired term of their predecessor.

ARTICLE X.  STANDING AND SPECIAL COMMITTEES

10.01    Standing Committees:  The President shall appoint, with Board approval, the members of the following committees:  Finance and Nominating.

1. The Finance Committee shall be composed of the members of the Executive Committee and two additional members.  The Committee shall prepare recommendations on the annual budget of DFWAE, for review by the Board of Directors; prepare and submit to the Board a report and analysis of the finances of DFWAE; study and recommend the investment of surplus funds and advise on condition of the funds in trust; and annually review the accounts.  The Treasurer shall serve as Chair of the Committee.

2. The Nominating Committee shall be chaired by the Immediate Past President and include at least three additional members to be appointed by the President.  The Nominating Committee shall nominate at least one candidate for annual election for each position vacant and those expiring terms, and notify the membership of its choices not less than 30 days prior to the end of the fiscal year.  No member of the Nominating Committee can be nominated for election as an officer or Director. 

10.02    Other Committees:  Additional committees shall be created or removed by the DFWAE Board of Directors in accordance with DFWAE policy. Short term task forces or other working groups may be added at the approval of the President to accomplish specific, defined objectives with an expected duration of less than one year.

ARTICLE XI.  ELECTIONS

11.01    After the date the Nominating Committee notifies the membership of its candidates for election in accordance with Article X, Section 10.01(B), 15 days and the number of candidates is equal to the number of vacant or expiring positions, shall be allowed for nominations from the membership.  If, however, no nominations are made by petition within 15 days, the slate as submitted will be considered to be elected by acclamation and balloting will not be conducted.  Results shall be announced at the next meeting of DFWAE, or in the newsletter or by other electronic means.

11.02    Any member nominated within the 15-day period by a petition of 10 current DFWAE members shall be placed on a ballot.  The nominating petitions must be submitted to the Secretary of DFWAE, who shall verify the signatures for the Nominating Committee prior to placement of the nominee on the ballot.  The ballot shall list those nominees recommended by the Nominating Committee and those recommended by verified petition.  

11.03    If there is more than one candidate for a position, DFWAE shall conduct an election by mail, fax, or electronic ballot in which each qualifying member will  have one vote to cast for the respective positions to be elected. Candidates receiving the highest number of votes for each office shall be declared elected. In the event of a tie between candidates receiving the highest number of votes, those candidates shall be considered elected to available positions. In the event of a tie between candidates that exceed remaining open positions, a run-off election will occur. Results of the election shall be announced at the next meeting of DFWAE, in the newsletter, or other electronic means.

ARTICLE XII.  STAFF

12.01    Appointment:  The Board of Directors may employ staff whose term and conditions of employment shall be specified by the Board.

ARTICLE XIII.  FINANCE

13.01    Fiscal Period:  The fiscal year of DFWAE shall begin July 1 and end June 30.

13.02    Budget:  With recommendations of the Finance Committee, the Board shall adopt an annual operating budget covering all activities of DFWAE.  The Treasurer shall furnish the Board of Directors within 60 days following the end of each annual fiscal period a financial report for the year just completed.  After approval by the Board of Directors copies may be made available to any member upon request.

13.03    An Annual Review of DFWAE’s financial accounts may be made by parties determined by the Board of Directors.

ARTICLE XIV.  INDEMNIFICATION

14.01    DFWAE shall indemnify its Officers, Directors, and Staff against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they are made a party by reason of being an Officer, Director, or Staff member, except in relation to matters as to which they shall be judged in such action, suit, or proceeding to be liable for negligence or misconduct in performance of duty.  DFWAE shall purchase and maintain insurance on behalf of the Officers, Directors, and Staff against any liability asserted against them and incurred by them arising out of their capacity as Officers, Directors, and Staff.

ARTICLE XV.  DISSOLUTION

15.01    DFWAE shall use its funds only to accomplish its objectives and purposes specified in these Bylaws and no part of said funds shall be distributed to the members of DFWAE.  On dissolution of DFWAE, any funds remaining shall be distributed in accordance with the DFWAE Articles of Incorporation, Texas Nonprofit Corporations Act and the Texas Business Organizations Code.

ARTICLE XVI.  RULES OF ORDER

16.01    The rules contained in the current edition of Robert’s Rules of Order shall guide the conduct of meetings of DFWAE in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules DFWAE may adopt.

ARTICLE XVII.  AMENDMENTS

17.01    These Bylaws may be amended or repealed by vote of the eligible DFWAE voting members. Proposed changes should be provided in writing to eligible members, with at least 15 days’ notice prior to the vote. The amendment will be considered passed with 2/3 majority vote of the total ballots cast. Amendment votes may take place in person (private vote in writing) at any DFWAE meeting, provided that the 15-day notice window has been met. Votes may also take place electronically and results be ratified by a majority vote of the DFWAE Board of Directors at their next regularly scheduled meeting.