
The initial principal office of the Corporation in the State of Texas shall be located at 6161 Savoy Drive, Suite 1116, Houston, Texas 77036. The Corporation may have such other offices, either within or without the State of Texas, as the Executive Board may determine or as the affairs of the Corporation may require from time to time.
The Corporation shall have and continuously maintain in the State of Texas a registered office and
a registered agent whose office is identical with such registered office as required by the Texas
Non-Profit Corporation Act. The registered office may be, but does not need to be, identical with
the principal office in the State of Texas, and the address of the principal office and the
registered office may be changed from time to time by the Executive Board.
Section 1: Classes of Members
The Corporation shall have three (3) classes of members - Individual, Family,
and Honorary. The qualifications and rights of the members of such class shall
be as follows:
A. Individual Membership may be extended to any individual
at least eight years of age. Only members eighteen (18) years and older will
have full voting privileges and shall receive one (1) membership incentive.
B. Family Membership may be extended to related individuals
residing at the same mailing address and shall be limited to two (2) votes
and one (1) membership incentive.
C. Honorary Membership shall be granted to the current
staff and current and former players of the Houston Aeros. Honorary
membership shall include no voting privileges.
Section 2: Members
Members shall be those individuals who apply for membership in the corporation
by meeting such qualifications, completing such forms, and paying such
membership fee or fees as shall from time to time be designated by the
Executive Board.
Members shall be considered in good standing only for the hockey year in
which dues have been paid. The hockey year commences July 1 and concludes
June 30.
Section 3: Voting Rights
Each member, as defined in Section 1, shall be entitled to vote on each matter
submitted to a vote of the members.
Section 4: Termination of Membership
The Executive Board, by affirmative vote of two-thirds (2/3) of all of the
members of the Executive Board, may suspend or expel a member for cause after
an appropriate hearing.
Section 5: Resignation
Any member may resign by filing a written resignation with any member of the
Executive Board. Such resignation shall become effective immediately. The
resigning member shall not be entitled to a refund of dues or any other
contributions made to the corporation. Upon such resignation, the member
shall immediately return any and all property of the corporation in his/her
possession to any member of the Executive Board.
Section 6: Reinstatement
Upon written request signed by a former member and filed with the Secretary,
the Executive Board may, by the affirmative vote of two-thirds (2/3) of the
members of the Board, reinstate such former member to membership upon such
terms as the Executive Board may deem appropriate.
Section 7: Transfer of Membership
Membership in this Corporation is not transferable or assignable.
Section 1: Annual Meeting
An annual meeting of the members shall be held in May of each year, for the
purpose of electing Directors/Officers, and for the transaction of such other
business as may come before the meeting.
Section 2: Meetings
The corporation shall hold regular monthly general membership meetings, or
other events during the hockey season. Up to two (2) scheduled meetings or
events may be canceled by a majority vote of the membership or the Executive
Board. In such instances, adequate notice shall be provided to the membership.
Non-members shall be required to pay a $5 fee to attend the general meetings.
Section 3: Place of Meeting
The Executive Board may designate any place, either within or without the
State of Texas, as the place of meeting for any annual meeting or for any
special meeting called by the Executive Board. If no designation is made or
if a special meeting be otherwise called, the place of meeting shall be the
registered office of the corporation in the State of Texas but if all of the
members shall meet at any time and place, within the State of Texas, and
consent to the holding of a meeting, such meeting shall be valid without
call or notice, and at such meeting any corporate action may be taken.
Section 4: Notice of Meetings
Written notice stating the place, day and hour of any meeting of members
shall be made available, either personally, electronically, by mail, or at
the membership table, to each member entitled to vote at such meeting, not
less than ten (10) nor more than fifty (50) days before the date of such
meeting, by or at the direction of the President, or the Secretary, or the
officers or persons calling the meeting. In case of a special meeting or
when required by statute or by these by-laws, the purpose for which the
meeting is called shall be stated in the notice. If mailed, the notice of
a meeting shall be deemed to be delivered when deposited in the United
States mail and addressed to the member at the address as it appears on the
records of the corporation, which postage thereon prepaid.
Section 5: Informal Action by Members
Any action required by law to be taken at a meeting of the members, or any
action which may be taken at a meeting of members, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall
be signed by all of the members entitled to vote with respect to the subject
matter thereof.
Section 6: Quorum
The members holding one-quarter (1/4) of the votes which may be cast at any
meeting shall constitute a quorum at such meeting. If a quorum is not present
at any meeting of members, a majority of the members present may adjourn the
meeting from time to time without further notice.
Section 7: Proxies
At any meeting of members, a member entitled to vote may vote by proxy
executed in writing by the member or by his duly authorized attorney-in-fact.
No proxy shall be valid after eleven (11) months from the date of execution,
unless otherwise provided in the proxy.
Section 8: Manner of Acting
A majority of the votes entitled to be cast on a matter to be voted upon by
the members present or represented by proxy at a meeting at which a quorum is
present shall be necessary for the adoption thereof unless a greater
proportion is required by law or by these by-laws.
Section 9: Rules
All meetings of the corporation shall be held in accordance with Robert's
Rules of Order.
Section 2: Number
The number of Board members shall be ten (10). The Executive Board shall
consist of four (4) Officers - the President, the Vice President, Secretary,
and Treasurer, five (5) elected directors, and the immediate Past President.
Section 3: Regular Meetings
A regular annual meeting of the Executive Board shall be held without other
notice than this by-law, immediately after, and at the same place as, the
annual meeting of members. The Executive Board may provide by resolution the
time and place, within the State of Texas, for the holding of additional
regular meetings of the Board without other notice than such resolution.
Section 4: Special Meetings
Special meetings of the Executive Board may be called by or at the request
of the President or any two (2) Executive Board members. The person or
persons authorized to call special meetings of the Board may fix any place,
within the State of Texas, as the place for holding any special meeting of
the Board called by them.
Section 5: Notice
Special meetings of the Executive Board may be called by or at the request
of the President or any two (2) Executive Board members. The person or persons
authorized to call special meetings of the Board may fix any place, within
the State of Texas, as the place for holding any special meeting of the Board
called by them.
Section 6: Quorum
A majority of the Executive Board shall constitute a quorum for the
transaction of business at any meeting of the Board; but if less than a
majority of the Board Members are present at said meeting, a majority of the
Board Members present may adjourn the meeting from time to time without
further notice.
Section 7: Manner of Acting
The act of a majority of the Officers/Directors present at a meeting at which
a quorum is present shall be the act of the Executive Board, unless the act of
a greater number is required by law or by these by-laws.
Section 8: Vacancies
Any vacancy occurring in the Executive Board and any directorship to be
filled by reason of an increase in the number of Directors may be filled by
the affirmative vote of a majority of the remaining officers/directors,
though less than a quorum of the Executive Board, subject to approval of the
membership at the next regular general meeting. A Director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office.
Section 9: Compensation
No elected or appointed Officer or Director shall receive compensation for
service in such office, but may be reimbursed for reasonable expenses
incurred on behalf of the corporation upon approval by the Executive Board.
Section 10: Informal Action by Executive Board
Any action required by law to be taken at a meeting of the Executive Board,
or any action which may be taken at a meeting of the Executive Board, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Officers/Directors.
Section 1: Officers
The officers shall be President, Vice President, Secretary, and Treasurer.
Section 2: Election and Term of Office
The officers of the Executive Board shall be elected annually by the voting
membership of the corporation at the regular annual meeting in the month of
May. If the election of Executive Board members shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may
be done. The term of office shall commence on July 1st and conclude
on June 30th. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified.
Section 3: Qualifications, Duties, and Tenure
A: President
Candidates for office of President must have been an elected Officer or
Director within the last two (2) years.
The President shall be the principal executive officer of the corporation and
shall in general supervise and control all of the business and affairs of the
corporation. He or she shall (1) preside at all meetings of the members and of
the Executive Board, (2) secure a meeting location acceptable to the
membership, (3) in general shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Executive Board
from time to time. The President shall cast the deciding vote at the Executive
Board meeting.
The President shall serve a term of one (1) year and may be nominated for
additional terms.
B: Vice President
Candidates for the Vice President must be a member in good standing and be at
least eighteen (18) years of age. They must have either attended four (4)
general membership meetings/club sponsored events or actively served on a
committee during the twelve (12) month period preceding the election.
The Vice President shall (1) act in an advisory capacity to the President.
(2) In the absence of the President or in the event of his or her inability
or refusal to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. (3) If the President is unable to
fulfill his or her term, the Vice President shall assume the position for
the remainder of the unexpired term subject to a majority approval vote by
the Executive Board. The Vice President shall abstain from voting in this
instance. (4) The Vice President shall perform such other duties as from time
to time may be assigned to him or her by the President or by the Executive Board.
The Vice President shall serve a term of one (1) year and may be nominated
for additional terms.
C: Treasurer
Candidates for the Treasurer must be a member in good standing and be at least
eighteen (18) years of age. They must have either attended four (4) general
membership meetings/club sponsored events or actively served on a committee
during the twelve (12) month period preceding the election.
The Treasurer shall (1) keep complete and accurate records of all receipts
and disbursements, (2) deposit monies in the name and credit of the Houston
Hockey Booster Club, (3) file, in a timely manner, any and all Federal and/or
state tax reports as required by law, (4) collect membership dues for
deposit, (5) pay bills incurred by the corporation, and (6) present monthly
financial reports to the Executive Board or membership meetings. (7) He or
she will, in general, perform all the duties as from time to time may be
assigned to him or her by the President or by the Executive Board.
The Treasurer shall serve a term of one (1) year and may be nominated for
additional terms.
D: Secretary
Candidates for the Secretary must be a member in good standing and be at
least eighteen (18) years of age. They must have either attended four (4)
general membership meetings/club sponsored events or actively served on a
committee during the twelve (12) month period preceding the election.
The Secretary shall (1) keep the attendance and minutes of meetings, of both
general and Executive Board meetings, (2) coordinate with the Membership
Committee to maintain an accurate membership list, (3) provide copies of
minutes for the Executive Board, (4) be custodian of the corporate records,
(5) be responsible for corporate correspondence with membership by keeping
and maintaining a register of contact information of each member, (6) see
that all notices are duly given in accordance with the provisions of these
by-laws. (7) He or she will in general perform all duties incident to the
office of Secretary and such other duties as from time to time may be
assigned to him or her by the President or by the Executive Board.
The Secretary shall serve a term of one (1) year and may be nominated for
additional terms.
E: Directors
Candidates for the Director must be a member in good standing and be at least
eighteen (18) years of age. They must have either attended four (4) general
membership meetings/club sponsored events or actively served on a committee
during the twelve (12) month period preceding the election.
A Director shall (1) represent the members of the corporation on the Executive
Board, (2) actively participate in committee work and, as a liaison of the
committee Chairperson, report the status of his or her assigned committee(s)
to the Executive Board, and (3) perform such other duties as from time to time
may be assigned to him or her by the President or by the Executive Board.
The Directors shall be elected to a two (2) year term and may be nominated for
additional terms. The Director elections shall be staggered so that no more
than three (3) Director positions are to be filled each year. If a Director
chooses to run for an office other than Director, he or she must resign from
their current position if elected. The unexpired term shall be filled by the
Executive Board. Such successor shall be subject to the approval of the
membership at the next regular meeting.
F: Past President
The Past President shall (1) serve as a voting member of Executive Board,
(2) serve as the Chairperson of the Nominating Committee, and (3) perform
such other duties as from time to time may be assigned to him or her by the
President or by the Executive Board.
Section 4: Removal
Any officer or director may be removed by affirmative vote of a majority of
the Executive Board whenever in its judgment the best interests of the
corporation would be served thereby, but such removal shall be without
prejudice to the officer or director so removed.
Section 5: Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Executive Board for the
unexpired portion of the term. Such successor shall be subject to the
approval of the membership at the next regular meeting.
Section 1: Committees
Committees shall be established by the Executive Board to meet the needs of
the corporation. There shall be two (2) types of committees: Standing and
Temporary. Each committee shall have at least three (3) members. The
chairperson of each committee shall be appointed by the Executive Board.
Each committee shall have an Officer or Director as a liaison to the
Executive Board.
The Committee Chairperson shall serve a term of one (1) year and may be
appointed for additional terms.
A. Standing Committees
Standing Committees shall be structured to meet the requirements of the
corporation. These standing committees are: Nominating, Membership, By-Laws,
Editorial/Newsletter, Activities/Events, Banquet, Charities, Scrapbook,
Website and Booster Club Table committees.
B. Temporary Committees
The Executive Board may establish temporary committees as needed to address
special needs of the corporation that are not met by the Standing Committees.
Section 2: Duties and Responsibilities
A. Nominating Committee
The Past President shall be the chairperson of the Nominating Committee. The
Nominating Committee shall (1) prepare a slate of qualified candidates for
Officer and Director positions and (2) circulate the slate to the membership
with the Annual meeting notice. Nominations may be accepted from the floor.
A majority vote of the membership present shall be required to approve
the slate.
B. Membership Committee
The Membership committee shall (1) coordinate with the secretary to maintain
an accurate membership roster for the collection of dues from the members,
(2) respond to inquiries from individuals interested in Corporation
activities, (3) prepare and distribute membership packets, and (4) perform
such other duties as from time to time may be assigned to him or her by the
President or by the Executive Board.
C. Activities/Events Committee
This committee shall receive suggestions for activities or special events
from the membership or Executive Board.
D. By-Laws Committee
The By-Laws committee shall (1) develop and revise the corporation By-Laws,
and (2) investigate any suspected violations of the Code of Conduct, or these
By-Laws. Revisions to these By-Laws may be suggested by any member.
Investigations of alleged violations shall be conducted upon the request of
the President or Executive Board. Results of such investigations shall be
reported to the Executive Board and shall include suggested action.
E. Editorial/Newsletter Committee
This committee shall be responsible for the publication of the newsletter
ensuring that information contained in the newsletter is fair, impartial,
accurate, and reflects the mission of the corporation. This publication shall
be the official communications of the corporation. The President or other
appointed person shall proof the newsletter prior to distribution. The Editor
shall serve as the Chairperson of the committee. Members are encouraged to
submit material to the Editor for inclusion in the newsletter.
F. Booster Club Table Committee
The Booster Club Table Committee shall prepare and maintain a schedule to
staff the table and other game-day activities.
G. Banquet Committee
This committee shall be responsible for planning and implementing the annual
Appreciation Banquet, including ticket sales. Also coordinate with the
Charities Committee on the silent auction, prepare and tally the award ballots,
and obtain banquet awards.
H. Charities Committee
This committee shall be responsible for researching and recommending
charities to the Executive Board, coordinate all charity endeavors of the
corporation, and work with the Banquet Committee on the silent auction during
the annual Appreciation Banquet.
I. Scrapbook Committee
This committee shall be responsible for collecting and maintaining a yearly
record of corporation activities in scrapbook form.
J. Web Site Committee
This committee shall be responsible for maintaining the web site and for
posting all corporation information in a timely manner.
Section 3: Quorum
Unless otherwise provided in the resolution of the Executive Board designating
a committee, a majority of the whole committee shall constitute a quorum and
the act of a majority of the members present at a meeting at which a quorum is
present shall be the act of the committee.
Section 4: Rules
Each committee may adopt rules for its own government not inconsistent with
these by-laws or with rules adopted by the Executive Board.
Section 1: Contracts
The Executive Board may authorize any officer or officers, agent or agents of
the corporation, in addition to the officers so authorized by these by-laws,
to enter into any contract or execute and deliver any instrument in the name
of and on behalf of the corporation, and such authority may be general or
confined to specific instances.
Section 2: Checks, Drafts, etc.
All checks, drafts or orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined by resolution of the
Executive Board. In the absence of such determination by the Executive Board,
such instruments shall be signed by the Treasurer. In the absence of the
Treasurer such instruments shall be signed by the President, Vice President,
or Secretary of the corporation.
Section 3: Deposits
All funds of the corporation shall be deposited in a timely manner to the
credit of the corporation in such banks, or other depositaries as the
Executive Board may select.
Section 4: Gifts
The Executive Board may accept on behalf of the corporation any contribution,
gift, bequest or device for the general purposes or for any special purpose
of the corporation. All gifts shall be reported to the Executive Board at
the next Executive Board meeting.
Section 1: Certificates of Membership
The Executive Board may provide for the issuance of certificates evidencing
membership in the corporation, which shall be in such form as may be
determined by the Board. Such certificates shall be signed by the Membership
Chairperson. All certificates evidencing membership of any voting class shall
be consecutively numbered. The name and address of each member and the date
of issuance of the certificate shall be entered on the records of the
corporation. If any certificate shall become lost, mutilated or destroyed,
a new certificate may be issued therefore upon such terms and conditions as
the Executive Board may determine.
Section 2: Issuance of Certificates
When a member has been accepted to membership and has paid any dues that may
then be required, a certificate of membership shall be issued in their name
and made available to him or her by the Membership Committee.
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Executive Board and committees having any of the authority of the Executive Board, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the articles of incorporation or the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
The Executive Board shall adopt a general Code of Conduct for membership.
Suspected violations of this code may be reported to any Officer or Director.
Investigation of alleged violations shall be conducted by the Bylaws Committee
upon request by the Executive Board. The Committee shall prepare a report of
the investigation and provide a recommendation for sanction.
Sanctions may include, but are not limited to, a verbal warning, letter of
reprimand, or termination of membership. Once membership has been removed as
a result of sanction, an individual may only be reinstated upon approval of
the Executive Board.
The By-Laws shall be reviewed annually. Any member may propose amendments to these By-Laws. Such requests shall be presented in writing and shall be referred to the By-Laws Committee for review and consideration. Proposed amendments of the By-Laws shall be presented for review and approval by the Executive Board. The proposed amendments shall then be presented to the general membership for vote two months prior to the annual meeting.
The foregoing By-Laws of this Corporation are hereby adopted by the
undersigned, being all the Executive Board Members of such Corporation on
August 7, 2007:
Melanie Ogren
Erika Kusjanovic
David Mauger
Kristi Parrott
Helen Brown
Heidi Daigle
Tom Huber
Ivan Kusjanovic
Margaret Martin
Christiane Pitts