ConnexFM Bylaws

ConnexFM Bylaws

Revised July 17, 2023

ARTICLE I PURPOSE

The Corporation is formed exclusively as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”), for the purpose of promoting the improvement of businesslike conditions, implementing uniform and higher business standards in multi-site facilities industry, and advancing industry awareness of multi-site facilities management for all industries, and to do all things necessary for and incidental to the accomplishment of the purposes and goals of the Corporation.

ARTICLE II OFFICES

SECTION ONE. Registered Office and Agent.

The Association is a non-profit corporation organized under the laws of the State of Texas. The registered office and registered agent of the Association shall be as designated from time to time by the appropriate filing by the Association with the Office of the Secretary of State of the State of Texas.

SECTION TWO. Other Offices.

The Association may also have offices at such other places both within and without the State of Texas as the Board of Directors (“Board”) may from time to time determine or the business of the Association may require or as may be desirable.

ARTICLE III MEMBERSHIP

SECTION ONE.  Classes of Membership.

There shall be three (7) classes of membership in the Association: Multi-Site Corporate, Supplier Corporate, Professional Services Corporate, Educational Corporate, Educational Individual, Student Individual, and Multi-Site Individual.

SECTION TWO. Multi-Site Corporate Member Eligibility.

Multi-Site Corporate membership is open to companies employing multi-site facilities maintenance management and non-management, and to multi-site property firms including property owners, landlords and developers who manage multi-site facilities. Individuals employed by companies providing products or services of any kind whatsoever to multi-site corporate members, except as landlord or property owner, are ineligible for Multi-Site Corporate membership. Membership is open to more than one designee employed at the same company; provided, however, there shall be up to two (2) voting members per company. The Board may, at its discretion, establish or alter categories, the number of votes allotted to each member, and a pricing structure within the Multi-Site Corporate membership class.

SECTION THREE. Supplier Corporate Member Eligibility.

Supplier Corporate membership is open to manufacturers, vendors, dealers and distributors of multi-site facility related products or services and property managers and developers of multi-site properties who provide products and services to Multi-Site Corporate members. Membership is open to more than one designee employed at the same company; provided, however, there shall be up to two (2) voting members per company. The Board may, at its discretion, establish or alter categories, the number of votes allotted to each member, and a pricing structure within the Supplier Corporate membership class.

SECTION FOUR. Professional Services Corporate Member Eligibility.

Professional Services Corporate membership is open to architects, consultants, and engineers who provide services to Multi-Site Corporate members or Supplier Corporate members. This excludes landlords, property owner, property managers or companies designated to represent, or agents of, Multi-Site Corporate members. Membership is open to more than one designee employed at the same company; provided, however, there shall be up to two (2) voting members per company. The Board may, at its discretion, establish or alter categories, the number of votes allotted to each member, and a pricing structure within the Professional Services Corporate membership class.

SECTION FIVE. Educational Corporate Member Eligibility.

Educational Corporate membership is open to organizations engaged in educating students in facilities management, construction, and skilled trades. Individuals employed by organizations providing products or services of any kind whatsoever to multi-site corporate members are ineligible for Educational Corporate membership. Membership is open to more than one designee employed at the same organization; provided, however, there shall be up to two (2) voting members per organization. The Board may, at its discretion, establish categories, voting member allotment, and a pricing structure within the Educational Corporate membership class.

SECTION SIX. Individual Member Eligibility.

Individual membership is open to any person employed in a multi-site facilities maintenance management or non-management position at an organization that is not already a ConnexFM corporate member; any person employed at an organization engaged in educating students in facilities management, construction, and skilled trades; or any person enrolled in an educational institution or program focused on facilities management, construction, and/or skilled trades. Any person employed by an organization providing products or services of any kind whatsoever to multi-site corporate members is ineligible for Individual membership. There shall be up to one (1) voting member per Individual Member. The Board may, at its discretion, establish categories, and a pricing structure within the Individual membership class.

SECTION SEVEN.Membership Dues.

The Board may, at its discretion, determine if dues for any category of membership will be required. For membership classes with required dues, the Board shall establish the dues for each membership class and the effective date by which payment must be received.

SECTION EIGHT. Application for Membership.

Any eligible applicant desiring to become a member of the Association may do so by submitting a written membership agreement in such form as shall be prescribed by the Board. Membership will be granted upon determination by the Board, or as the Board may designate, the Chief Executive Officer (CEO), that the applicant has met all requirements for the respective membership class.

SECTION NINE. Right to Vote and Hold Office.

The voting designees of the Multi-Site Corporate Member shall have the right to vote and hold any appointive and elective office. All individuals representing a Multi-Site Corporate Member may serve on appointive committees, attend and participate in educational seminars, regular and special meetings and other activities, receive periodic information from the Association and be included in a master company listing of all Multi-Site Corporate Members to be distributed to the Association membership at large.

The voting designees of the Supplier Corporate Member shall have the right to vote, hold any appointive and elective position or office, with the exception of Board Chair. All individuals representing a Supplier Corporate Member may serve on appointive committees, attend and participate in educational seminars, regular and special meetings and other activities, and receive periodic information from the Association, as well as, to be included in a master company listing of all Supplier Corporate Members to be distributed to the Association membership at large.

The voting designees of the Professional Services Corporate Member shall have the right to vote, hold any appointive and elective position or office, with the exception of Board Chair. All individuals representing a Professional Services Corporate Member may serve on appointive committees, attend and participate in educational seminars, regular and special meetings and other activities, and receive periodic information from the Association, as well as, to be included in a master company listing of all Professional Services Corporate Members to be distributed to the Association membership at large.

Individual Members shall have the right to vote and hold any elective office. All Individual Members may serve on appointive committees and councils, attend and participate in educational seminars, regular and special meetings and other activities, receive periodic information from the Association and be included in a master company listing of all Members to be distributed to the Association membership at large.

SECTION TEN.  Transfer of Memberships.

Membership(s) are company memberships and belong to the member organizations except within the Individual member class. Each Corporate member company will designate the allotted number of persons to serve as its voting representatives for membership participation purposes and may assign or transfer those designations among its personnel.

SECTION ELEVEN. Membership in Good Standing.

All members are expected to be current in payment of dues, if applicable, and to comply with the Association’s Ethics Policy and its Code of Ethics, as posted on the Association’s website, and as may be amended by the Board, with notice to the membership.

Connex reserves the right to deny membership to persons whose conduct is deemed unprofessional. A membership application from anyone known to have acted in any manner inconsistent with the tenets of Connex’s Ethics Policies must be approved by vote of the Board.

SECTION TWELVE. Termination.

The Board may terminate the membership of any member who fails to satisfy the conditions of membership in good standing, including without limitation the timely payment of dues. The date the Board approves termination is the effective date of termination for all purposes. Membership dues paid, if any, by a subsequently terminated member are not prorated and are not refundable in whole or in part.

SECTION THIRTEEN. Resignation.

As of the effective date of a member company’s resignation, the member shall cease to have any interest in or claim upon any funds or other property of the Association, including any funds or other property subsequently acquired by the Association. The membership of any individuals employed by the resigning member company shall also terminate on the effective date of the resignation.

SECTION FOURTEEN. Re-instatement.

Any eligible company or corporation whose membership has been terminated may, at the discretion of the Board, be reinstated as a member upon the satisfaction of all current membership requirements, including without limitation, payment of dues.

ARTICLE IV MEETINGS OF THE MEMBERSHIP

SECTION ONE.  Annual Meeting.

There shall be an annual meeting of the membership, held each year in conjunction with the Association’s Annual Conference, at such date, place and hour as designated by the Board. Written notice of such meetings shall be given to all members of the Association at least ten (10) days, but not more than sixty (60) days, before the meeting. The purposes of the annual meeting shall include: reporting to the membership on the activities and financial condition of the Association; introducing and/or installing the newly elected/appointed officers and members of the Board; providing information about the Association that will be of interest to the members; providing a forum for membership interaction and conducting such business of the Association as determined by the Board. Regarding matters that come before the membership for a vote, only voting members in good standing shall be entitled to vote.

SECTION TWO.  Special Meetings.

Special meetings of the membership may be called by the Board Chair, the Board, or any group of members constituting at least one-tenth (1/10) of the voting membership, at any time other than the time of the regular or annual meetings, upon at least ten (10) days, but not more than sixty (60) days, written notice to all members. The written notice must include the time and place of the meeting, and the purpose or purposes for which the meeting is called.

SECTION THREE. Record Date

Unless the Board establishes an alternative record date, and subject to any requirements in the Texas Business Corporations Code, the record date for determining the members entitled to receive notice of and to vote at a meeting will be the close of business on the last business day before the day on which the first notice of such meeting is sent, or in the case of an action to be taken by a written or electronic ballot in lieu of a meeting, the close of business on the last business day before (i) the day the first written ballot was delivered to a member, or (ii) the day upon which votes by electronic ballot may be first submitted.

SECTION FOUR. Voting.

Each voting Corporate and Individual member in good standing shall be entitled to cast up to two votes by the designated voting members when any matter before the Association calls for a vote of the membership. The number of votes will be set by the Board based on Membership class. Voting may be by written or electronic ballot. Voting shall be by secret ballot, or such other voting method or methods as the Board may authorize. Voting by proxy is not permitted.

SECTION FIVE.  Quorum.

The presence at any meeting of not less than 100 company members, 51% of whom must be Multi-Site Corporate members, shall constitute a quorum for the transaction of business at any meeting. Unless otherwise provided in the Articles of Incorporation or these Bylaws, the majority of membership votes cast at a meeting at which a quorum is present when the vote is taken shall be the act of the membership of the Association.

SECTION SIX. Action without a Meeting.

To the extent permitted by the Articles of Incorporation, any action required to be taken at a regular or special meeting of members of the Association, or any action which may be taken at a regular or special meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a sufficient number of members as would be necessary to take that action at a meeting lawfully convened under Section Five of these Bylaws.

Every signed written consent shall be promptly submitted to the Association by delivery to its registered office, registered agent, principal place of business, or an Officer or agent of the Association having custody of the Association’s minute book. Delivery shall be by hand or certified or registered mail, or electronic media with the same force as the original document. Delivery of such consent to the Association’s principal place of business shall be addressed to the Board Chair or principal executive officer of the Association. A photographic, facsimile, electronic or similar reproduction of writing signed by a member, shall be regarded as signed by a member for purposes of this Section.

ARTICLE V BOARD OF DIRECTORS

SECTION ONE. General Powers and Duties.

The properties, affairs, activities and concerns of the Association shall be governed by and managed under the authority of the Board of Directors.

SECTION TWO. Board Number, Qualifications and Composition.

Effective with election of Board members in 2018, the Board shall consist of eleven (11) voting members in good standing, who shall be elected and shall be comprised as follows: six (6) Multi-Site Corporate or Individual members; and five (5) total Supplier Corporate and/or Professional Services Corporate and/or Educational Corporate members. Board members may also be referred to in these Bylaws and elsewhere as Directors.

If more than one employee of the same company are members of the Association and are otherwise eligible to serve on the Board, only one member may serve as a Director at any time. If for any reason, including without limitation change of employment, merger or acquisition, more than one member employed by the same company are Directors serving simultaneously, the affected Directors will determine which one director will remain on the Board and which must resign, or in the absence of a decision between or among the affected Directors, the Board will select the Director to serve.

If a Director is no longer employed after 90 days in the same membership class in which he or she was employed when elected, the Board may at its discretion allow the Director to complete his or her full or partial term of office.

SECTION THREE. Board Terms and Term Limits.

Directors are elected to serve three-year terms, unless otherwise specified in these Bylaws. Directors shall begin performance of their duties at the annual meeting immediately following their election and shall continue in office until their successors have been duly elected and installed. Directors are not eligible for re-election to the Board until at least one (1) year has elapsed since the end of any prior term of their service on the Board.

SECTION FOUR:           Election.

On a three-year rotating basis, three Directors shall be elected in year one, and four in years two and three, from a slate including at least two more candidates than the number of available seats in each membership category, qualified and proposed by the Nominating Committee and approved by the Board. Election of Directors shall be conducted in advance of the Annual Meeting of the Association, and all voting members of the Association in good standing are qualified to vote. Voting may be by written or electronic ballot. The ballot should reflect one voting opportunity for each open voting director excluding any alternates. The candidates receiving the most votes respective to the number of vacancies to be filled will be elected to the Board as Directors.

SECTION FIVE.             Nominations.

Nominations will be solicited and considered in accordance with a process outlined in the Board’s governing policies then in-effect. The slate of nominees shall be based on criteria as determined by the Board. Nominees must agree to adhere to and perform the responsibilities of the Board, must sign a confidentiality agreement, a conflict of interest agreement and obtain permission from their company supervisor to ensure support prior to being put on the ballot.

SECTION SIX.               Alternates.

Two Multi-Site Corporate members and one Supplier Corporate or Professional Services Corporate or Educational Corporate member shall be alternate, nonvoting Board members for one-year terms, though subject to the same requirements for Board participation and conduct as voting Board members. Alternates will be appointed by a majority vote taken by the current Board of Directors. The Alternate slate will be compiled by recommendations from Connex Leadership and existing Board Members. The appointment of Alternates will take place after director board elections have been confirmed. The Alternates shall automatically ascend to fill any Board vacancy in their respective membership class, for the remainder of the elected term of the vacated position. An alternate who has not filled a vacancy, or one who has filled a vacancy for a term of less than twenty-four (24) months, may be nominated and seek election to a full term immediately upon completion of the current term. An alternate who is appointed to serve two (2) consecutive one-year terms is not eligible for re-election until at least one (1) year has lapsed since the end of any prior term.

SECTION SEVEN.          Immediate Past Board Chair.

A Director serving as Board Chair in the third year of her/his term may remain on the Board for a fourth or fifth year in ex-officio, non-voting capacity as “Immediate Past Board Chair.”

SECTION EIGHT.          Resignation and Removal.

A Director may, for good cause shown, be removed from the Board and the office declared vacant by a two- thirds vote of all voting Directors. Any Director may resign at any time by written notice to the Board Chair. Any such resignation shall take effect at the date of receipt of such notice or at such other time as may be specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION NINE.            Vacancies.

In the event any Alternate Director position on the Board becomes vacant, the Nominating Committee shall promptly nominate two (2) or three (3) candidates, and by majority vote of the Board one candidate shall be elected, to serve as a Director through the end of the term vacated.

SECTION TEN.              Regular Meetings of the Board.

The Board will have no fewer than four (4) regular meetings per year, of which at least three shall be in-person meetings, held at such time and place as the Board may prescribe, one of which will take place in conjunction with the Association’s annual conference.

SECTION ELEVEN.       Special Meetings of the Board.

Special meetings, including emergency Board meetings via conference call, may be called by the Board Chair, or upon the written request of any five (5) Directors, at any time with two (2) business days’ notice. Actions of the Board of Directors at special meetings shall be limited to matters identified in the notice for said meetings.

SECTION TWELVE.       Quorum, Voting, and Rules of Order.

Unless otherwise provided in the Articles of Incorporation or these Bylaws, a majority of the Directors in office and eligible to vote shall constitute a quorum. If a quorum of the Board members is present either through physical or virtual participation (as stipulated in Section Thirteen, below), a majority vote of those present and eligible to vote shall prevail as an act of the Board of Directors, unless otherwise specified in these Bylaws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the established quorum for that meeting. There shall be no voting by proxy. At the meetings of the Board, Robert’s Rules of Order (latest edition) may be invoked by the Board Chair or by majority vote of the Board.

SECTION THIRTEEN.    Meeting Through Telecommunication.

Unless otherwise restricted by the Articles of Incorporation, or these Bylaws, a Director may participate in any meeting of the Board, or Board committee, by means of conference telephone or similar communications equipment provided all persons participating in the meeting may hear each other. Participation in a meeting by such means shall constitute presence at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

SECTION FOURTEEN.   Meeting Attendance.

Reflecting the importance of attendance and participation, the Board may establish in its governing policies an attendance requirement, which may stipulate that absence from more regular meetings of the Board than allowed for in said requirement may be deemed a resignation from the Board. Exceptions to any such stated requirement may be made on an individual basis only by action of the Board of Directors.

SECTION FIFTEEN.       Action Without a Meeting.

To the extent permitted by the Articles of Incorporation and these Bylaws, any action required to be taken at a regular or special meeting of the Board, or any action which may be taken at a regular or special meeting of the Board, may be taken without a meeting, with consent or consents in writing signed by a majority of the Board. An email, or similar reproduction of a writing signed by a Director, shall be regarded as signed by a Director for purposes of this section.

SECTION SIXTEEN.       Compensation and Reimbursement.

Directors shall receive no compensation for serving on the Board. However, Directors may be reimbursed for normal and customary travel expenses when attending official Association Board meetings or such other events as approved by the Board.

ARTICLE VI ELECTED OFFICERS

SECTION ONE.             Designation and Term.

The elected officers of the Association shall be a Board Chair, Vice Chair, Treasurer and Secretary. Elected Officers shall serve one-year terms beginning at the annual conference of the Association. No Officer may serve more than two consecutive years in the same office, nor hold more than one office at a time.

SECTION TWO.             Qualification.

A maximum of three Supplier Corporate Members or Professional Services Corporate Members may serve as an officer during a single term. Only Multi-Site Corporate Members may serve as Board Chair. Anyone elected as an Officer must be a sitting Director at the time of election.

SECTION THREE.           Election.

At the last regularly scheduled in-person meeting of its elective year, the Board shall elect, from among current Directors whose terms are not expiring, officers for the subsequent elective year. The Board shall elect, in sequence, the Board Chair, Vice Chair, Treasurer and Secretary. Nominations may be proposed by any sitting Director and may include self-nominations. Officers must be elected by a majority vote. If more than two nominees are proposed for an officer position, and none receive a majority vote, then there shall be a subsequent ballot listing only the two nominees who received the most votes on the first ballot.

SECTION FOUR.           Removal.

An Elected Officer may be removed by affirmative vote of the majority of all voting Directors, whenever, in their judgment, the interests of the Association would be best served by such removal. Such removal shall not constitute removal from the Board, which is subject to Article V, Section Seven above.

SECTION FIVE.             Vacancies.

The Board shall fill all vacancies in any office without undue delay, at its next regular meeting, or at a meeting specifically called for that purpose. In such event, the Board shall appoint a person to fill the office for the remainder of the vacated term. Should a Board member be appointed to fill a vacancy, the partial term shall not be counted toward the limitation in Article VI, Section One, above.

SECTION SIX.               Duties of the Board Chair.

The Board Chair shall: be the presiding officer at meetings of the membership and of the Board; be responsible for assurance that the Board fulfills its governance duties as prescribed by law, these Bylaws, and the Board’s governing policies then in-effect; be the official spokesperson for the membership and the Board; and shall perform such other duties as may be prescribed by the Board.

SECTION SEVEN.         Duties of the Vice Chair.

The Vice Chair shall perform the duties of the Board Chair in the event of her/his absence, disability or refusal to act, and shall perform such other duties as may be assigned to her/him by the Board.

SECTION EIGHT.          Duties of the Treasurer.

The Treasurer shall serve as the chairperson of the Board’s Audit/Investment Committee and shall advise the Board on matters of fiscal policy.

SECTION NINE.            Duties of the Secretary.

The Secretary shall keep, or cause to be kept, the minutes of all meetings of the members of the membership and of the Board. The Secretary shall ensure the accuracy of the governing documents of the Association, the giving of proper notice of meetings, and perform such other duties as may be assigned by the Board.

ARTICLE VII CHIEF EXECUTIVE OFFICER

SECTION ONE.             Appointment.

The Association shall employ a chief executive officer (CEO), with such duties, for such length of time, and at such compensation as the Board may determine. The CEO shall serve as a non-voting, ex-officio member of the Board.

SECTION TWO.             Duties and Responsibilities.

The CEO shall be responsible for management and administration of the day-to-day operations of the Association, in accordance with these Bylaws and the governing policies of the Board of Directors then in-effect. The CEO shall have the authority to hire and discharge agents, contractors and employees of the Association, and shall oversee and direct their activities in carrying out its work.

ARTICLE VIII BOARD COMMITTEES

SECTION ONE.             Establishment.

The Board may authorize the establishment of one or more committees from time to time and assign duties to them. The resolution establishing such Board Committees shall state the purpose, composition guidelines, timeline and authority of each committee. No Board Committee shall have the authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove any member of any other Committee or any director, elected officer or employee of the Association; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another corporation;

(e) authorize the sale, lease or exchange of any substantial property and assets of the Association not in the ordinary course of business; (f) authorize the voluntary dissolution of the Association or revoke proceedings therefore; (g) adopt a plan for the distribution of the assets of the Association; or (h) amend, alter or repeal any resolution of the Board of Directors. The designation and appointment of any such Board Committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him, or her by law.

SECTION TWO.             Meetings.

Board committees may fix the time and place of their meetings, unless the Board shall otherwise provide.

Meetings of any Board committee may be held upon such notice, or without notice, as shall from time to time be determined by the members of any such committee members.

SECTION THREE.           Quorum.

At all meetings of any Board committee, a majority of its members shall constitute a quorum for the transaction of business, and the act of a majority of the members present, (in person or via electronic means) shall be the act of any such committee, unless otherwise specifically provided these Bylaws, the governing policies of the Board then in-effect, or the resolution establishing such Board committee.

ARTICLE IX FINANCE

SECTION ONE.              Fiscal Year.

The fiscal year of the Association shall be as prescribed by the Board of Directors.

SECTION TWO:            Bonds.

Trust or surety bonds, or other such protection, shall be furnished for the officers or employees of the Association as the Board may direct. The amount of such protection shall be determined by the Board, and the expense of the same shall be borne by the Association.

SECTION THREE.           Fiscal Audit.

The Board, or its appointed designee, shall each year select and employ an independent public accounting firm whose duty it shall be to audit the books and records of the Association at least once per year.

ARTICLE X INDEMNIFICATION AND INSURANCE

SECTION ONE.             Indemnification.

The Association, at the direction of the Board, shall indemnify and advance expenses to any person who (i) is or was a Director, Officer, employee, or agent of the Association or (ii) serves or has served at the request of the Association as a Director, Officer, partner, venture, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent that a corporation may or is required to grant indemnification under the Texas Business Organizations Code, Chapter 8 and Chapter 22; notwithstanding the foregoing, however, the Association may indemnify and advance expenses to an Officer, employee or agent, or any person who is identified in (ii) of the first clause of this Article and who is not a Director to such further extent, consistent with law, as may be provided by the Association’s Articles of incorporation, these Bylaws, general or specific action of the Board, or by contract, or as otherwise permitted or required by common law.

SECTION TWO.             Insurance.

The Association shall purchase and maintain insurance or make other arrangements, at its expense, to protect itself and any such Director, Officer, employee, agent or person as specified in Section One of this Article, against any such expense, liability or loss, whether or not the Association would have the power to indemnify him against such expense, liability or loss under the Texas Business Organizations Code, Chapter 8 and Chapter 22.

ARTICLE XI RESTRICTIONS

SECTION ONE.             Earnings and Activities.

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, Directors, Officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distribution in furtherance of the above-described purpose. No part of the activities of the Association shall be the carrying on of propaganda, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any of the above provisions, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.

SECTION TWO.             Dissolution.

Upon the dissolution of the Association, the Board shall, after paying or making provision for the payment of all liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for purposes described in Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of the Texas Business Organizations Code, Chapter 22 as the Board shall determine).

SECTION THREE.         Membership List.

The membership list of the Association is intended for the exclusive use of the Association’s membership. Neither the Association nor any member is permitted to give, sell, barter, transfer or otherwise distribute in any way the membership list to non-members, for any purpose whatsoever, including without limitation the compilation of business mailing lists. The Board shall take disciplinary action against any person violating this policy, including in its sole discretion and without limitation, termination of membership in the Association and legal action.

ARTICLE XII GENERAL PROVISIONS

SECTION ONE.             Notices.

Whenever by law, the Articles of Incorporation, or these Bylaws, notice is required to be given to any member or Director, such notice may be given in writing: (i) in person; (ii) by mail, postage prepaid, addressed to such committee member or Director at his address as it appears on the records of the Association; or (iii) by facsimile transmission; (iv) by email; provided that, as noted elsewhere in these Bylaws, certain notice to Directors may be by telephone. Any legal notice required or permitted to be given by certified mail, receipt required, shall be deemed to be given at the time when the

same is deposited in the United States mail as aforesaid or with a national overnight courier company. Any legal notice required or permitted to be given by facsimile transmission or email shall be deemed to be delivered on successful transmission of the facsimile or delivery of the email.

SECTION TWO.             Waiver of Notice.

Whenever any notice is required to be given under the provisions of law, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION THREE.         Books and Records.

The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board and each committee of the Board. Books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

SECTION FOUR.           Financial Records and Annual Reports.

The Board shall annually prepare and approve a report of the financial activity of the Association for the preceding year. The report must conform to accounting standards as promulgated by the American Institute of Certified Public Accountants and must include a statement of support, revenue, and expenses and changes in fund balances, a statement of functional expenses and balance sheets for all funds. An annual financial audit will be conducted by an independent certified public accountant selected by the Board.

SECTION FIVE.             Financial Transactions.

Subject to the duties, obligations and responsibilities established by applicable statutes, the Articles of Incorporation and these Bylaws, the Board may authorize Officers, agents or other designated persons to conduct financial transactions, including without limitation, demands for money, investment fund transactions and notes, on behalf of the Association.

SECTION SIX.               Construction.

Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these Bylaws is held invalid or inoperative by a court of competent jurisdiction, then, so far as is reasonable and possible:

(a)       The remainder of these Bylaws shall be considered valid and operative, and

(b)       Effect shall be given to the intent manifested by the portion held invalid or inoperative.

SECTION SEVEN.          Headings.

The headings are for organization, convenience and clarity. In interpreting these Bylaws, the headings shall be subordinated in importance to the other text.

ARTICLE XIII AMENDMENTS

These Bylaws may be amended, repealed or altered in whole or in part by resolution adopted by a two-thirds (2/3) majority vote of the Board of the Association, provided written notice of the proposed resolution, including the verbatim language proposed, shall be delivered to each Director not less than fifteen (15) days prior to the meeting at which the proposed resolution is put to a vote. Any typographical or clerical errors may be corrected by the Association at any time, with notice to the Board in the next month’s update materials.