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Bylaws

KEEP BASTROP COUNTY BEAUTIFUL

BYLAWS

 

Article 1

NAME

 

The name of this non-profit organization shall be Keep Bastrop County Beautiful, Inc. hereinafter also referred to as KBCB.

 

Article 2

CLASSIFICATION/PURPOSE

 

Article 2.1       Organization:

Keep Bastrop County Beautiful was created to affiliate with the Keep America Beautiful and Keep Texas Beautiful System.

 

Article 2.2       Purpose/Aims:

The purposes and aims of Keep Bastrop County Beautiful will be charitable and educational within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 as amended and applicable Texas state statues, and is thus classified as a tax-exempt organization.

 

Article 2.3       Address:

The mailing address of Keep Bastrop County Beautiful is P. O. Box 166; Bastrop, TX 78602-0166.

 

Article 3

MISSION, VISION, AND GOALS

 

Article 3.1       Mission Statement:

To inspire individuals and businesses to improve their communities and the natural environment.

 

Article 3.2       Vision Statement:

To make Bastrop County a clean and beautiful county in which to live, work and visit and to support environmental and conservation initiatives.

 

Article 3.3       Goals:

The goals of Keep Bastrop County Beautiful, a non-profit community 501 (c) (3) organization are:

  • Litter prevention
  • Beautification
  • Waste reduction

 

Article 4

MEMBERSHIP AND DUES

 

Article 4.1       Membership:

Membership shall be open to individuals, families, governmental units, clubs, civic organizations, schools, churches, businesses, and other groups who support the goals of Keep Bastrop County Beautiful.

 

Article 4.2       Types of Membership:

The Board of Directors shall determine types of membership and dues for each type.

 

Article 4.3       Board of Director Membership:

All members of the Board of Directors must be members of KBCB.

 

Article 4.4       Annual Dues:

For those classes of membership subject to annual dues, the annual dues shall cover the period from January 1 to December 31.

 

Article 4.5       Honorary Members:

Honorary Members shall be persons or organizations selected by the Board of Directors under the terms and conditions determined by the Board of Directors

 

Article 5

BOARD OF DIRECTORS

 

Article 5.1       Number and Description:

The governing body of KBCB shall be the Board of Directors.   The Board of Directors membership is not to exceed 21 nor be less than 9 members.

 

Article 5.2       Non-Voting Member:

The President shall serve as a non-voting member of the Board.

 

Article 5.3       Management and Adopted Policies:

The Board of Directors shall be responsible for the management of KBCB affairs and shall have full power and authority to promote the goals for which KBCB is created.  The Board shall adopt policies as may be deemed necessary to conduct the business within the terms of the Bylaws.

 

Article 5.4       Terms of Office:

Article 5.4a     Board members can serve three consecutive terms for a total of six years.  The first year is a one year term.  The second term is three years.  The third term is two years.

Article 5.4b     Terms of one-third of the Board members shall finish at the end of each fiscal year.

 

Article 5.5       Meetings:

The Board of Directors shall meet monthly.  Regular and special meetings may be called or cancelled by the Chairman and/or by petition of one-third of the Board.

 

Article 5.6       Quorum:

A quorum will consist of one–third of the filled Board positions.

 

Article 5.7       Vacancies:

The Board shall have the power to fill all the vacancies in elected Board positions for the unexpired terms.

 

Article 5.8       Resignations:

Any Director may resign at any time by giving written notice of such resignation to the Chairperson or the President.  Unless otherwise specified in such written notice, such resignations will take effect upon receipt.

 

Article 5.9       Removal:

Any Director may be removed from the Board by the affirmative vote of two-thirds of the entire Board.  If a Director is absent for three consecutive meetings it will be considered an automatic resignation and notification will be sent in writing.

 

Article 6

OFFICERS

 

Article 6.1       Officers:

The officers of KBCB shall be Chairperson, Vice Chairperson, Secretary, and Treasurer.

 

Article 6.2       Election:

The Chairperson will choose a minimum three member nominating committee at the September meeting of the Board.  The nominating committee will propose a slate of officers.  All nominees will have given their consent to having their names placed in nomination.  A proposed slate will be presented for election at the October meeting.  Election of officers will be at the November Board meeting.  Duly elected officers will assume their duties January 1.

 

Article 6.3       Terms of Office:

The four elected officers of KBCB will be elected for one year terms beginning January 1.  A Director may hold an office for the duration of their term on the Board.

 

Article 6.4       Duties of officers:

Article 6.4a     Chairperson:

Shall serve as the chief executive officer, act as spokesperson, appoint task force chairs, appoint the nominating committee, preside at Board meetings, prepare the meeting agenda and perform such other duties as necessary to fulfill the objective of KBCB.

Article 6.4b     Vice-Chairperson:

Shall preside in the absence of the Chairperson and shall perform such other duties as may be delegated by the Chairperson.

Article 6.4c     Secretary:

Shall ensure that minutes of the meetings and attendance records are accurate and shall notify members of meetings, maintain membership roster, maintain contact information and to ensure that website is up to date.

Article 6.4d     Treasurer:

Shall serve as the custodian of the funds of KBCB and shall make monthly reports to the Board and annual accounting of these funds.  Also, an annual financial report shall be presented to the Board of Directors no later than 60 days after the close of the fiscal year.

 

Article 6.5       Vacancies in Offices:

In case of a vacancy in an elected office, the Board of Directors of KBCB will appoint a successor to fill the unexpired term.

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Article 6.6       Ex-Officio Board:

The Board shall have the power to appoint an Ex-Officio Board. The Ex-Officio Board shall consist of community members with expertise in areas relevant to KBCB mission and goals. The Ex-Officio Board shall be non-voting members of the Board of Directors.

 

Article 7

COMMITTEES

 

Article 7.1       Nominating Committee:

The Nominating Committee shall be appointed by the Chairman at the September meeting of the Board of Directors.  The committee shall consist of minimum three members.  It shall prepare a slate of proposed officers and directors to be presented to the Board for election at its October meeting.

 

Article 7.2       Standing Committees:

There shall be three standing committees.  The chair of each committee shall be a Director of KBCB and will be appointed by the Board of Director’s Chairperson.  In addition, the Board of Directors in concert with each committee chairman will appoint a number of members to each committee sufficient for the committees to fulfill their responsibilities:  The three standing committees shall be:

  • Education
  • Events
  • Finance

 

Article 7.3       Other Task Force Committees:

The Board may direct the Chairperson to appoint members to any special task force/committee, and may notify any task force/committee of termination unless it is a standing committee listed in the bylaws.  These appointees can include Directors, persons from the general membership of KBCB, and people from the community.

 

Article 7.4       Committee Action:

The chair of the task force/committee shall report to the Board of Directors.  The Board shall approve all projects of the task force/committees.

 

Article 8

PRESIDENT

Article 8.1       Position:

The President shall be appointed by and responsible to the Board for the overall administration of KBCB and the implementation of policies, procedures and programs as determined by the Board.

 

Article 8.2       Financial Duties:

The President shall sign all checks prepared for payment of approved costs.  Detailed reports of these financial operations shall be presented by the Treasurer monthly and at year end to the Board of Directors.

 

Article 8.3       Staff:

The President shall have general supervision over all employees and perform such duties as may be incidental to his/her office, subject to the discretion of the Board.

 

Article 8.4       Non-Voting Member:

The President shall be a non-voting member of the Board of Directors.

 

Article 8.5       Performance Review:

The President shall receive a performance review by the Board of Directors’ Chairperson each year at least one month prior to the President’s employment anniversary.

 

Article 9

AMENDMENTS TO THE BYLAWS

 

These Bylaws may be amended by a two-thirds vote of the Board of Directors present at any regular meeting provided that a quorum is present and the proposed changes are presented in writing at least two weeks prior to their amendment.

 

Article 10

FISCAL YEAR

 

Article 10.1     Fiscal/Business Year:

The fiscal and business year of KBCB shall be from January 1 to December 31.

 

Article 10.2     Task Force/Committee Year:

The terms of officers, elected and appointed Directors, and appointees to task force/committees shall coincide with the fiscal year.

 

Article 11

PARLIMENTARY AUTHORITY

 

“Robert’s Rules of Order”, the most current publication, will be the authority of all questions of parliamentary law not covered by these Bylaws or Standing Rules.  The Chairperson may appoint a Parliamentarian.

Article 12

POLITICAL ACTIVITY

Article 12.1     Support of Issues:

It shall be the intent of the organization to work with government officials for enactment and enforcement of laws, ordinances, and regulations compatible with the objectives and purposes of the KBCB.

 

Article 12.2     Candidate Support:

KBCB shall not engage in any activity either supporting or opposing the candidacy of any individual, group of individuals, or party for political office.

 

Article 12.3     Use of Membership:

Members of the organization will refrain from utilizing their membership and the KBCB name for political gain or expressing opinions in a manner that suggests KBCB supports the member’s issue or opinion.

Article 13

CONFLICT OF INTEREST

Article 13.1     Duty to Disclose

In the event of any actual or possible conflicts of interest, a KBCB member must disclose their financial interest and be given the opportunity to disclose all material facts to the Board of Directors.

 

Article 13.2     Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest, all material facts, and general discussion, the Board of Directors shall discuss and vote to determine if a conflict of interest exists.

 

Article 13.3     Procedures for Addressing the Conflict of Interest

Article 13.3a The KBCB member with the possible conflict of interest may make a presentation to the Board of Directors on their behalf.  This individual is not to be present during the Board discussion and vote.

Article 13.3b The Chairperson may appoint a disinterested party or committee to investigate alternatives to the proposed transaction or arrangement.

Article 13.3c The Board of Directors shall determine if a more advantageous transaction or arrangement without a conflict of interest is available within the limits of a reasonable effort.

Article 13.3d The Board of Directors shall determine by a majority vote of the quorum if it is in the organization’s best interest to enter into the transaction or arrangement if a more advantageous situation without a conflict of interest is not reasonably possible

 

Article 13.4     Violations of the Conflicts of Interest Policy

Article 13.4a   If the Board of Directors has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

Article 13.4b   If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article 14

DISSOLUTION

 

In the event of dissolution, the residual assets of KBCB will be conveyed to one of more organizations which themselves are exempt as organizations described in Section 501 (c) (3) of the Internal Revenue Code 1986 or corresponding section of any prior or future law, or to the state and local government for exclusive public purpose.