OF
SOUTH SULPHUR REGIONAL DEVELOPMENT ASSOCIATION
ARTICLE ONE
AUTHORITY, NAME AND REGISTERED OFFICE
Section 1 - AUTHORITY: The authority for this corporation is contained in the Articles of Incorporation and the Certificate of Incorporation filed the 1st, day of August 1994, and signed by the Secretary of the State of Texas.
Section 2 - NAME: The name of this corporation shall be the SOUTH SULPHUR REGIONAL DEVELOPMENT ASSOCIATION.
Section 3 - REGISTERED OFFICE: The registered office of this Association
Shall be located at Highway 24 West, P. O. Box 27, Cooper, Delta County, Texas, 75432
ARTICLE TWO
REGISTERED AGENT, EFFECTIVE DATE, AND OPERATIONAL PERIOD
Section 1 - REGISTERED AGENT: The Registered agent for this Association shall be designated by the Board of Directors and as stated in the Articles of Incorporation and any amendments thereto.
Section 2 - EFFECTIVE DATE: The approved By-Laws as set forth herein are effective
April 18, 2001. The by-laws contained herein cancel and supersede all other By-Laws previously issued by the South Sulphur Regional Development Association, including all partial agreements, official directives, letters of intent, and all contracts except those contracts of a continuing nature involving funds of the Association previously allocated for a specific program or for the payment of just debts.
Section 3 - OPERATIONS: The annual operations of this association shall be on a calendar year basis.
ARTICLE THREE
THE ORGANIZATION
Section 1 - PURPOSE: The purpose for which the corporation is organized is to initiate and carry forward worthwhile activities and purposes that are best achieved by regional cooperation between Delta, Hopkins, Lamar and Hunt counties. These activities and purposes should contribute to improvement and advancement of economic and community development. Specific objectives include but are not limited to (1) promote and encourage eco-tourism, (2) protect the natural beauty of the area, (3) maintain the unique cultures of the region, (4) promote business and industrial development, (5) serve as an information clearing house, (6) conduct appropriate research, (7) provide public educational activities.
Section 2 - NON-PROFIT: This Association is organized as a nonprofit corporation and shall have no power to issue certificates or declare dividends, and no part of its net earnings shall inure to the benefit of any member, director or individual. The balance, if any, of all the money received by the Association from its operations after the payment in full of all debts and obligations of the Association of whatsoever kind and nature shall be used and distributed exclusively for carrying out only the purpose or purposes of the Association particularly set forth in Article Three hereof. This Association is nonsectarian, nonpartisan, and nondiscriminatory. No funds or effort shall be expended for partisan political purposes, nor shall the organization participate actively in the campaign for any candidate running for any city, county or state office.
Section 3 - DISSOLUTION: In the event of dissolution of this Association or in the event it shall cease to carry out the purposes herein set forth, all the business property and assets of the Association shall go and be distributed to such nonprofit corporation of like purposes as set forth in Article Three as the Directors of this Association may select and designate and in no event shall any of the said assets or property, in the event of dissolution therefore, go or be distributed to members either for the reimbursement of any sum subscribed, donated or contributed by such members or any other such purposes.
ARTICLE FOUR
AREA ASSOCIATIONS
Section 1 - AREA ASSOCIATIONS: Under the authority contained in Article One, Section 3, the Association shall encourage organizations in the area cities and localities indicated to become involved in the activities of the Association. The Association shall assist in working with the organizations in any way consistent with meeting the objectives stated in Article Three, Section One. These organizations may provide a liaison to attend the Association Board of Directors meetings to report the activities of their organization and then to report back the progress of the Association. This liaison person shall be a non-voting addition to the Association Board of Directors.
Section 2 - RESPONSIBILITY: The primary responsibility of the area Associations is to support the Association in the goals set forth in Article Three, Section I, and to organize and provide to the people of their respective areas, the program, promotional and advertising planning of the Association as distributed by the Board of Directors.
Section 3 - AUXILIARY: The Association shall also encourage the establishment of an auxiliary to assist in developing volunteers to help with the operations of the Association and developing financial support for the Association.
ARTICLE FIVE
BOARD OF DIRECTORS AND MEETINGS
Section 1 - MANAGEMENT: The business and property of the Association shall be managed by a Board of Directors selected as designated in Article Six, Section 2 herein, and all matters of policy must be approved by the Board.
Section 2 - SELECTION OF DIRECTORS: The selection of members of the Board of Directors shall be determined as follows: The following persons shall automatically be members of the Board of Directors
(A) The County Judge of Delta, Hopkins, Hunt and Lamar counties or their specified designee;
(B) One County Commissioner or a specified designee, from each county above.
(C) The Mayor, or their specified designee, of Commerce, Cooper, Sulphur Springs, and Paris
(D) One Community Development County Extension Agent from Hunt, Delta, Hopkins, and Lamar Counties, Texas.
(E) One representative from Commerce Chamber of Commerce, Delta County Chamber of Commerce, Hopkins County Chamber of Commerce, and the Lamar County Chamber of Commerce.
(F) Each county may have no more than three members at large. These members shall be chosen to represent the citizens of each county. The "at large" members shall be nominated by the directors chosen as specified in lines A through E above and then shall be confirmed by vote of the Board of Directors.
(G) Advisory Members: (non-voting)
(1) Cooper Lake Manager (Corps of Engineers)
(2) Cooper Lake State Park Superintendent
(3) Representatives from State Legislative and Congressional offices representing cities and counties designated in this section.
Section 3 - TERMS OF DIRECTORS: Terms for Board of Directors shall be two years. The "at large" members shall serve for terms that are staggered so that one half of the "at large" members shall be elected each year. The initial "at large" members shall draw lots to determine which of the initial "at large" members shall serve for full two (2) year terms. A Director missing more than three successive meetings, without prior notification to President or staff, shall be considered inactive the Board member shall be replaced for the remainder of his term by the President of the Association with approval of a majority of the Board of Directors. A Director may be removed at any time for just cause by a two-thirds majority vote of the Board of Directors of the Association. All elected Directors shall hold office for a term as set forth in Section 2 above or until their successor is newly selected and qualified. Any vacancy on the Board, no matter the reason, shall be filled by an appointee of the President, with majority approval of the Board for the remainder of the term of the vacated position.
Section 4 - DIRECTORS MEETING: The Board of Directors shall meet monthly except for July and December.
Section 5 - SPECIAL MEETINGS: Special meetings of the Board of Directors shall be held at convenient locations and may be called by the President or by one-third of the members of the Board of Directors. All meetings will be held in compliance with the Texas Open Meeting Act.
Section 6 - WRITTEN NOTICE OF MEETINGS OF DIRECTORS: Notice of all regular and special meetings shall be given in writing to each Director by the Recording Secretary, or designee.
Section 7 - QUORUM: A simple majority of Board members as determined by roll call must be present at any meeting to constitute a quorum for the transaction of business.
Section 8 - FINANCIAL REPORT: Reports covering the financial transactions and financial position of the Association are to be prepared for each regular meeting of the Board of Directors.
ARTICLE SIX
ELECTION, TERMS, DUTIES AND RESPONSIBILITIES OF OFFICERS
Section 1 - OFFICERS: The officers of the Association shall consist of the immediate Past President; one President (chief officer of the Corporation); one First Vice President; one Second Vice President; one Third Vice President; Each county shall be represented in the office of President or as one of the three Vice Presidents of the Association at all times.
Section 2 - ELECTION OF OFFICERS: Officers, except immediate Past President, shall be elected from current Board membership at the annual meeting by the Board of Directors. A nominating committee shall be set up for nomination of officers and nominations may be taken from the floor. Election of officers shall immediately follow election of Board of Directors Members at the Annual Meeting. Only those current Directors that have served for at least one year may be considered for nomination as President.
Section 3 - TERMS OF OFFICERS: Elected terms of officers shall be for one (1) year, to run January 1 through December 31, or until a successor is elected. Officers may be elected to two successive terms. Officers may be elected to other offices or after one (1) year out of office may be re-elected to the same office. Vacancies of office may be filled by a majority vote of the Board for the remainder of the unexpired term. Any officer may be removed with or without just cause by a two-thirds majority vote of the Board.
Section 4 - PAST PRESIDENT: The Immediate Past President shall serve in an advisory capacity for one year after his term has expired. The Past President shall assist the President in matters relating to the general business functions of the Board of Directors as deemed necessary. The Past President shall serve as Chair of the Nominating Committee for the election of Directors and officers.
Section 5 - PRESIDENT: The President shall have general supervision over all the affairs of the Association and over the Officers of the Association. He/she shall preside at all meetings of the Executive Committee and the Association. He/she, and a designated Vice President, shall sign all written contracts deeds, mortgages, bonds or other instruments authorized by the Board of Directors on behalf of the Association.
Section 6 - FIRST VICE PRESIDENT: The First Vice President, in the absence or disability of the President, shall perform the duties and have all the powers or restrictions upon the President, and shall perform such other duties as assigned by the Board of Directors.
Section 7 - SECOND VICE PRESIDENT: The Second Vice President, in the absence or disability of the President and the First Vice President, shall perform the duties and shall have the powers of the President. The Second Vice President shall perform other duties as the President or the Board of Directors may require.
Section 8 - THIRD VICE PRESIDENT: The Third Vice President, in the absence or disability of the President, the First Vice President, and the Second Vice President, shall perform the duties and shall have the powers of the President. The Third Vice President shall perform other duties as the President or the Board of Directors may require.
Section 9 - RECORDING SECRETARY: The President shall appoint a Recording Secretary to record the Minutes of meetings. The Minutes are to be approved by the Board of Directors.
ARTICLE SEVEN
EXECUTIVE DIRECTOR
Section 1 - EXECUTIVE DIRECTOR: The Board of Directors may employ the services of an Executive Director when needed.
Section 2 - TERM OF OFFICE: The Executive Director may be employed on a monthly basis. Termination of agreement by either party shall require a two-week (10 working days) notice of intention.
Section 3 - DUTIES AND RESPONSIBILITIES: The Executive Director shall operate through the authority of the Board of Directors and implement the Board’s directives and policies. He/she shall at all times perform as representative of the Association, its goals, aims, and purposes at all meetings and functions as may pertain to the well being of the Association. As an employee, he/she shall not at any time hold a position of Director or Officer of the Board. It shall be the responsibility of the Executive Director to conduct official correspondence, preserve all books, documents and communications, keep books of account and maintain accurate records of the proceedings of the Association, its Board of Directors and all committees. The Executive Director shall make regular reports to the Board of Directors regarding funds of the Association. The Executive Director shall present a budget to the Board of Directors as soon as practicable prior to the beginning of a new fiscal year. A job description of the duties and responsibilities shall be provided to the Executive Director and it shall be updated, revised, and changed by the Board of Directors, as they deem necessary. At the expiration of the term of office, the Executive Director shall deliver to the successor chosen by the Board of Directors all books, papers and property of the Association. The books and records of the Association shall be audited at the end of each fiscal year and at such other times as the Board of Directors deem necessary by a Certified Public Accountant. The Executive Director shall implement policies related to handling of corporate funds as set by the Board of Directors. He/she shall oversee procedures followed by administrative personnel for the receipt, deposit, and expenditure of funds and related documentation, accounting, reporting, and record retention. He/she shall provide bond in the amount and form prescribed by the Board of Directors.
Section 4 - PAY AND ALLOWANCES: All pay and allowances, salaries and commissions shall be determined by the Board of Directors based on a monthly schedule.
ARTICLE EIGHT
COMMITTEES
Section 1 - EXECUTIVE COMMITTEE: This committee shall be made up of the current officers. The responsibilities of this committee shall be to generally evaluate the operations of the Board of Directors and general Association business. It shall look into any complaints about operations of the Association, to generally determine the public opinion of the Association, to mediate in any inner-Board problems. Discrepancies and emergency actions shall be reported to the entire board at the next board meeting. The Executive Committee shall have the power to make decisions to change existing contracts or budgets that require action within less than 72 hours. The President shall chair this committee.
Section 2 - NOMINATING COMMITTEE: The President shall appoint The Nominating Committee two months prior to the annual meeting. The five (5)-member committee shall consist of the Immediate Past President, and four other members appointed by the President. Chairman of this committee shall be the immediate Past President of the Board of Directors. The nominating committee shall present a list of nominees at the annual meeting.
Section 3 - OTHER COMMITTEES. Any other committee or committees may be set up as deemed necessary by the President and the Board of Directors.
Section 4 - COMMITTEE APPOINTMENTS: the President with the consent of the Board of Directors shall make Committee appointments.
ARTICLE NINE
ASSOCIATION MEETINGS
Section 1 - ANNUAL MEETING: The Annual Meeting of the Association shall be held in November of each year at a time and place decided upon by the Board of Directors. The time and place shall be determined in September.
Section 2 - ASSOCIATION MEETINGS: Association meetings shall be held in accordance with Article Five, Sections 4 and 5.
Section 3 - NOTICE OF MEETINGS: Notice of time and place of the annual Association and Board of Directors meetings shall be made to all members of the Board of Directors in compliance with the Texas Open Meeting Act. Except by unanimous consent, no business shall be transacted by any special meetings, except the business specified in the notice thereof. Any special meeting shall be held in compliance with the Texas Open Meeting Act.
ARTICLE TEN
PROCEDURE
All meetings of the South Sulphur Regional Development Association shall be conducted according to Roberts’ Manual of Parliamentary Rules.
ARTICLE ELEVEN
AMENDMENTS
These By-Laws, or any part thereof, may be repealed or amended by any regular meeting or at a special meeting of the Directors called for that purpose, with the exception that the Directors shall not have the power to alter any By-laws fixing the number or terms of office of Directors at a special meeting. No such repeal or amendment shall be adopted unless notice of the character thereof, as well as the time, when same will be presented, shall be given in writing to the Board members by mail not less than fourteen (14) days prior to action thereon, nor shall any such change be made unless and if said change shall receive at least a majority vote of those Board members present.
ARTICLE TWELVE
DISTRIBUTION
The original copy of the By-Laws shall be held in a safe deposit box. One copy shall be mailed to each Board of Directors member. Sufficient copies shall be available for use by the public upon request.
CERTIFICATE
I, the undersigned, being the Secretary of the South Sulphur Regional Development Association hereby certify that the above and foregoing is the amended copy of the By-Laws as adopted at the meeting of the Board of Directors on the 27th day of August, 1998 and revised and approved on the 18th day of April, 2001. The above copied constitutes the Book of By-Laws of the Association. Dated at the registered office of the Association, in Delta County of the State of Texas, this the 18th day of April.
Secretary
______________________________
June Dunn
Secretary
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