Texas Lone Star Chapter
BY-LAWS
ARTICLE I
MEMBERSHIP
SECTION 1, QUALIFICATIONS
A person who at the time of applying for and election to membership in this chapter is employed as an Executive, Manager or Assistant Manager of an entity defined as a private membership club(s) is eligible for membership.
A. A Manager is defined as an individual who shall control and supervise the activities and facilities of an entity defined as a private membership club(s) and will be responsible to the membership, ownership or other governing body who have vested in the manager the authority to employ, supervise, dismiss or assign duties to their employed personnel. Individuals serving within the military recreational systems responsible to the membership or a commanding officer are eligible.
B. An Assistant Manager is defined as a person whose primary occupation is that of assisting a club manager in a supervisory capacity and upon whom devolve the manager's duties, responsibilities, and authority in the absence of the manager or a more senior assistant.
SECTION 2, CATEGORIES
There shall be eight (8) categories of membership: Provisional, Active, Associate, Retired, Honorary, Student, Surviving Spouse and Faculty Member.
A. PROVISIONAL
Any person eligible for membership under these By-Laws may be elected to membership by written application, and would be classified as a Provisional member. For such election, a majority of votes of the Board of Directors is required.
(1) A Provisional member may at any time after twelve months qualify for Active membership by completing requirements provided by the certification program. A Provisional member shall not be eligible to vote or hold elective office.
(2) A Provisional member temporarily disengaged may continue membership for the period for which dues are paid at the time the member ceases to have a club connection. Should the member remain disengaged, the member has the option to renew Provisional membership for a period not to exceed twelve months. A Provisional member is not entitled to transfer to an Associate membership.
B. ACTIVE
An Active member of the Association shall be entitled to hold office and take part in all business affairs of the Association. An Active member temporarily disengaged shall continue in this category for the period for which dues are paid at the time the member ceases to have a club connection. After this period the member shall be transferred to an Associate Membership. A Prior Active member who shall rejoin the Association shall become an Active member without first becoming a Provisional member. The designation "Certified Club Manager" (CCM) may be conferred upon an Active member who has qualified under the provisions of the certification program. (See yearbook for current requirements.)
C. ASSOCIATE
An Active member of the Association in good standing who enters into another line of business or is still temporarily disengaged shall automatically be transferred to an Associate membership. An Associate membership shall entitle the member to all social privileges of the Association but not to vote or hold elective office. In the event that an Associate member again becomes a club manager, executive or assistant manager, the member will automatically be transferred back to an Active membership status.
D. STUDENT
An individual who is enrolled in a hospitality or related course in an accredited college, university or school for undergraduate students is eligible to apply for Student membership. Applications for membership are to be supported by the Dean of the School and/or the faculty advisor. Such membership does not entitle the holder to vote or hold elective office in the Association nor transfer to any other category of membership. Students may retain membership for two years following graduation.
E. RETIRED
An Active or Associate member who has been a member of the Association for a cumulative period of no less than fifteen years; who has retired from active business and whose age plus number of years in the Association equal or exceed 70 years, may upon application be transferred to Retired Membership status. Retired Active members shall be entitled to all privileges of the Association but may not hold office. Retired Associate members shall be entitled to all privileges of the Association but shall not be entitled to vote or hold office. This section does not apply to any Associate Member who has not previously acquired Active Status.
F. HONORARY MEMBER
Upon the written request of three or more members, the Board of Directors may at their discretion elect as an Honorary Member in the Association any individual who has rendered special service of value for the promotion and advancement of the welfare of the Association. The written request shall state the nature of the services rendered and the results obtained. When Active or Retired Active members of the Association are so honored they shall not lose their vote; but in the event an Honorary membership is conferred upon an individual who is not a voting member of the Association, such Honorary Member shall have no right to vote and shall hold no office.
G. SURVIVING SPOUSE
The spouse of a CMAA member shall become eligible for Surviving Spouse membership status upon the CMAA member's death. Such membership shall entitle the spouse to social privileges and to receive the Association's publications, newsletters, and magazine.
H. FACULTY
An individual who is an instructor/faculty member of hospitality or related courses in an accredited college, university or school for undergraduate or graduate students is eligible to apply for faculty membership. Such membership does not entitle the holder to vote or hold elective office in the Association or to transfer to another category of membership.
SECTION 3, ADMISSIONS
An applicant must simultaneously apply for membership in both the National Association and the Texas Lone Star Chapter. Applications for membership shall be on a form prescribed by the Association, such forms to be furnished by the Executive Secretary upon request. The procedure for considering applications for membership is outlined in Article VII, Section 2 of these By-Laws. Following favorable action by the Chapter, the completed application together with remittances for necessary entry fees, and assessments shall be forwarded to the Executive Vice-President, CMAA. Upon approval by the Chapter and the Association, the applicant shall simultaneously become a member of both the Chapter and of the Association.
A. TRANSFERS
A member of another Chapter of CMAA who may move into the area over which this Chapter has jurisdiction and who at the time of such move is in good standing in all respects in his Chapter and CMAA may, upon written request by him, accompanied by a letter confirming his status from the Secretary of the Chapter he is leaving addressed to the Executive Secretary of this Chapter, become a member of this Chapter. Should such member fail to join the Texas Lone Star Chapter within one year following the year for which he paid dues in another Chapter, he shall be dropped from the rolls of CMAA. The Executive Secretary shall be empowered to process such request without reference to Article VII, Section 2 of these By-Laws.
B. PROSPECTIVE MEMBER
Any interested candidate who qualifies under Article l, Section l, and who is sponsored by an Active Member of the Texas Lone Star Chapter may participate at the State and regional levels in this category for a maximum lifetime period of one (1) year, having paid all applicable State and Region fees. Such membership does not entitle member to vote or hold elective office in the Association. Individuals in this membership category may transfer to “Provisional Membership” upon successful completion of the requirements for Provisional Membership.
C. REINSTATEMENT
Any member who has forfeited membership in accordance with Section 4 of Article I may apply for reinstatement by written letter to the Board of Directors at any time within twelve months from the date membership was forfeited. It will be at the discretion of the Board of Directors to determine if such reinstatement serves the best interest of the Chapter.
SECTION 4, SUSPENSION AND EXPULSION
Any member may be suspended for a specific or an indefinite period of time, or may be expelled, for cause, including but not limited to violations of these By-Laws or of the Association's Code of Ethics. Such suspension or expulsion shall require the vote of two-thirds of the total members of the Board of Directors following the hearing. Written notice of the time and place of the meeting of the Board of Directors at which a member's suspension or expulsion will be considered shall be sent by registered mail at least 15 days before the hearing to the member under charge at the member's last known address, together with a written statement of the charges against the member and notice that the member may appear at the meeting to present defenses to the charges.
ARTICLE II
DUES & FEES
SECTION 1, ENTRANCE FEES
The Board of Directors shall determine what entrance fees, if any, shall be paid by any classification of membership. There shall be no entrance fee for Honorary members.
SECTION 2, DUES
All dues and assessments shall be for, and payable for, the fiscal year beginning October 1 of each year and ending September 30 of the following year. The amount of annual dues shall be set by the Board of Directors. All applications for membership shall be accompanied by a remittance for a full year's dues. On memberships which become effective between April 1st and August 31st of any year, fifty percent (50%) of those dues shall be applied to the following year. Membership which becomes effective on or after August 1 in any year shall be exempt from dues for the remainder of that year and the entire amount shall be applied to the ensuing year's dues. There shall be no dues for Honorary or Surviving Spouses.
SECTION 3, ASSESSMENTS
The Board of Directors shall have the power to levy assessments during each fiscal year. Such special assessments may not be levied upon Honorary Members, or Surviving Spouses.
SECTION 4, PENALTIES FOR NON-PAYMENT OF DUES
Any member who shall be in arrears for dues or assessments for a period of three (3) months from October 1st shall be dropped from the rolls of the Chapter, and the Executive Secretary shall notify the member of this action at the last known address on the records of the Chapter.
SECTION 5, REFUNDS
No dues, except those that have been prepaid, shall be refunded to any members whose membership terminates for any reason.
ARTICLE Ill
MEETINGS
SECTION 1, ANNUAL MEETING
The Annual meeting shall be held between September 1st and November 1st at a given time and place prescribed by the President or by a majority of the members present at a preceding meeting. In addition to the educational programs offered at the Annual meeting of the Texas Lone Star Chapter, at least two additional chapter meetings per year shall feature educational programs.
SECTION 2, SPECIAL MEETINGS
Special meetings may be called by the President of the Chapter at any time upon the request of a majority of the Board of Directors.
SECTION 3, NOTICE OF MEETINGS
Notices stating the time and place of the meeting of the Chapter membership shall be mailed at least 15 days prior to the date of the meeting, except that attendance of a quorum at an unannounced meeting shall be construed as a waiver of notice, and the meeting shall then be considered duly constituted, unless By-laws are to be amended, in which case notice may not be waived.
SECTION 4, QUORUM
A quorum of Chapter members for the transaction of business at any duly called meeting shall consist of not less than ten percent (10%) of the Active Chapter members. In the absence of a quorum, the presiding officer must adjourn for a period not exceeding thirty (30) days.
SECTION 5, GENERAL PROCEDURE
The general procedure at each meeting shall be determined by the presiding officer in conjunction with the Board of Directors.
A. During the period of any membership election in a meeting it shall be the duty of the presiding officer to direct that all persons present not entitled to vote, withdraw to a place outside the meeting room and so remain until the close of such election.
B. In case of conflict as to procedure, Robert’s Rules of Order shall govern all sessions of the Chapter, insofar as consistent with the Articles and By-Laws of the Chapter.
C. Any motion or resolution made or ordered at any meeting shall, on request, be reduced to writing and furnished to the Executive Secretary before the question shall be called.
D. In all other respects, the procedure to be followed under this section shall be in accordance with Robert’s Rules of Order.
SECTION 6, PROCEEDS FROM THE MEETING
When a meeting is held, the profits therefrom shall accrue to the Chapter. The Chairman hosting the meeting shall follow guidelines established by the Board of Directors to plan the meeting and is required to use the standardized reporting forms of income and expenses for the State meetings, and give the Board of Directors a complete accounting of the income and expenses within sixty (60) days after the close of said meeting. The State Treasury will subsidize the educational portion of the meeting, including promotional fees for education in an amount determined by the Board of Directors.
ARTICLE IV
ELECTIONS
SECTION 1, NOMINATING COMMITTEE
At the first meeting of the Board held after an annual meeting, the Board shall appoint a Nominating Committee and Chairman, consisting of five members: one from each of the four regions - North, South, Central and West; and one chosen at large, whose names shall be announced to the members of the Lone Star Chapter as soon as convenient but no later than the next chapter meeting. The Nominating committee shall nominate from the eligible membership, at least one candidate to fill each vacancy in the office of President, Vice-President, Secretary, and at least two candidates for the position of Treasurer, and Director(s)-at-large caused by the expiration, resignation or removal from office. The nominating committee shall also include in its report to the membership at the annual meeting the names of the four regional chairmen.
SECTION 2, NOMINATIONS NOTIFICATION
The membership shall be notified of the names of nominees at least thirty (30) days preceding the Annual Meeting.
SECTION 3, INDEPENDENT NOMINATIONS
Three (3) or more Active members may nominate candidates by submitting a signed petition to the Secretary at least fifteen (15) days before the Annual meeting or nominations may be taken from the floor during the election process at the Annual Meeting.
SECTION 4, ELECTIONS
The Officers and Directors-at-Large of the Chapter shall be elected by printed ballot, prepared and distributed by the Secretary to each Active or Retired member of the Chapter present at the Annual Meeting. The ballot shall include the nominations for vacancies to be filled. Each member shall vote for each vacancy in office to be filled at such election. Ballots cast for less than the proper number of vacancies shall be void. In the event an Active or Retired member may be unable to attend the Annual Meeting, said member may request an Absentee Ballot from the Chapter Secretary at least fifteen (15) days prior to the meeting. Absentee ballots must be returned to the Secretary at least five (5) days prior to the meeting.
SECTION 5, ELECTION JUDGES
Not less than fifteen (15) days before the Annual Meeting, the President shall appoint two members of the Chapter as Election Judges, neither of whom shall be an officer, member of the Board or candidate. The Election Judges shall receive and canvass all votes and present a written report to the presiding officer at the Annual Meeting showing the results of the election.
SECTION 6, INVESTIGATION OF VOTE
In the event that an investigation to the correctness of the vote shall be necessary, it shall be made by a committee of three (3) Active members appointed by the presiding officer. The committee shall report the results of its investigation to the presiding officer.
ARTICLE V
BOARD OF DIRECTORS
SECTION 1, AUTHORITY & RESPONSIBILITY
The property and business of this Chapter shall be managed and controlled by a Board of twelve (12) Directors who shall be elected by the members as provided in Article IV. The Board of Directors shall have charge and general supervision of all funds and other property of the Chapter and of the surety bonds of the bonded officers. They are empowered to demand all funds and all property belonging to the Chapter from the retiring officers and to deliver same to their successors in office at the time of their installation in office. They may provide for payment of such salaries of compensation for services rendered by anyone for the Chapter, and also make such appropriation as they believe proper for the interest of the Chapter.
SECTION 2, COMPOSITION
The Board of Directors shall consist of twelve (12) Directors of which four (4) of the Directorships shall be held by the President, Vice-President, Secretary and Treasurer; one (1) held by the retiring President appointive Ex-Officio Director; and three (3) shall be held by the Directors-at-Large. These vacancies shall be filled by election by members at the Annual Meeting. The remaining Directorships shall be held by the four (4) Regional Directors. In the event a Regional Chairman is already serving in another position on the Board, the First Vice-Chairman of the Region will serve on the Board as a Regional Director. The Remaining directorship shall be held by the immediate Past President.
SECTION 3, TERM OF OFFICE
At-Large-Directors shall be elected for a term of three (3) years, and it shall be arranged that one At-Large Director shall be elected by the membership at the Annual Meeting for such term each year. The President, Vice-President, Secretary and Treasurer shall be elected for one (1) year terms and during such terms shall also be members of the Board of Directors. No Director shall serve more than two (2) elected consecutive terms in the same office, unexpired terms included, other than the capacity of an officer. No officer shall serve more than two consecutive terms in the same office. The retiring President shall become an appointive, ex-officio member of the Board of Directors at the time the elected successor takes office and shall remain such an ex-officio member for one (1) year or until the successor as President has retired from office, whichever occurs last. The retiring President shall retain the right to vote as a Director for as long as the retiring President shall be an ex-officio member of the Board of Directors. In voting for Directors, the candidate receiving the highest number of votes shall be elected as director for the three (3) year term, and the candidate receiving the next highest number of votes shall be a Director for the unexpired term of the next greatest duration, and so on until all vacancies have been filled. In case of a tie ballot for a particular vacancy, a new ballot shall be taken to determine which of the candidates is to fill such vacancy. The terms of Officers and Directors who are elected at the Annual fall meeting of the membership shall commence the day following their election.
SECTION 4, MEETINGS
A. Regular A regular meeting of the Board of Directors shall be held immediately after the Annual election. Regular meetings of the Board shall be held at such times and place as the Board may decide. Regular meetings may be called by the President or Secretary by giving each Director ten (10) days of written notice.
B. Special Meetings Special meetings of the Board may be called at any time by the President or the Secretary by giving each Director three (3) days written notice of such meeting.
C. Waiver of Notice Any notice in these By-Laws prescribed may be waived, and attendance at the meeting shall be construed as waiver of notice of such meeting.
D. Quorum A majority of the Board of Directors then in office constitutes a quorum for the transaction of business.
SECTION 5, ORDER OF BUSINESS
The Board of Directors may determine the order of business at their meetings.
SECTION 6, GRIEVANCES
Should a member of this Chapter have suffered an alleged injustice, the individual may submit such grievance to the Board of Directors for review. All parties to such complaint shall be heard by the Board of Directors, and the decision of the Board of Directors shall be final.
SECTION 7, AUTHORIZED SIGNATURES
The Board of Directors shall authorize officers, or officials, to sign checks and vouchers on the Chapters funds; two (2) authorized signatures shall be required on all checks.
SECTION 8, QUALIFICATIONS
All Officers and Directors of the Chapter shall be Active members of the Chapter, in good standing, and employed at bona fide clubs in the State of Texas as an Executive, Manager or Assistant Manager during their term of office. In the event an Officer or Director becomes unemployed during the term of office, the position on the Board would automatically be considered resigned. The Board of Directors shall fill any vacancies of the Board for the unexpired terms of such office by a majority of those present and voting.
ARTICLE VI
OFFICERS
SECTION 1, ELECTION
The Officers of the Chapter shall be chosen by the members at the Annual fall meeting in accordance with Article IV, Section 4.
SECTION 2, PRESIDENT
The President shall be the Chief Executive Officer of the Chapter. The President shall preside at all meetings of the Board of Directors, the Annual Meetings, and at all meetings of the members; be an ex-officio member of all committees; decide all questions of order; be the custodian of the bonds given by other officers; appoint all committees not otherwise provided for by the members at a regular meeting; cast the deciding vote in all cases where a second ballot is equally divided; sign all papers and other documents that may require signature by the Chapter, which signature may be attested by the Secretary under the Chapter's seal; and countersign all checks or vouchers drawn on the funds of the Chapter by the Treasurer. During a debate or discussion on any question before the meeting upon which the President may desire to debate. As required by National By-Laws, the President shall file an annual report of the Chapters activities. At the expiration of the term of office the President will deliver all books, papers and seals belonging to the Chapter to his successor, or to such person as the Board of Directors may direct.
SECTION 3, VICE PRESIDENT
The Vice President shall have the same authority as the President in case of inability of the President to perform those duties, or in case of a vacancy occurring in the office of President until the next election. At the expiration of the term of office, the Vice-President will deliver all books, papers and seals belonging to the Chapter to his successor, or to such person or persons as the Board of Directors may direct.
SECTION 4, SECRETARY
The Secretary shall keep the Minutes of all meetings of the Chapter and of the Board of Directors and shall enter the same in the official record books. The Secretary shall have the custody of the corporate seal and of all the books, documents, and papers belonging to the Chapter except those otherwise specifically provided for in the By-Laws, send out notices of all meetings; conduct the correspondence. The Board of Directors shall have the power to delegate all the powers of the Secretary to some other officer or agent. At the expiration of the term of office the Secretary will deliver all books, papers and seals belonging to the Chapter to his successor, or to officer, agent, or Executive Secretary, as the Board of Directors may direct.
SECTION 5, TREASURER
The Treasurer shall audit all bills and accounts rendered to the Chapter; certify to their correctness and secure approval of the President before drawing voucher in payment of such accounts or invoices. Before entering upon the duties of the office, the Treasurer shall give a personal bond secured by some reliable surety company in the sum of Twenty Thousand ($20,000.00) as security for the faithful performance of his duties, such bond to be made payable to the Chapter, and to have the approval of the Board of Directors. The Treasurer shall receive and be custodian of all monies received and belonging to the Chapter, and shall deposit the same in such bank or depository as may be designated by the Board of Directors; shall render to the Board of Directors a statement in writing of the receipt and disbursement of all funds each month; shall render a written report as to the financial condition of the Chapter at each Annual Meeting; shall collect all dues and debts owing to the Chapter; shall report the collection of all dues monthly. The Treasurer shall bring to each Board Meeting all check vouchers and accounts on which Chapter funds have been disbursed for the approval of the Board of Directors. The Treasurer shall close the books on the last day of September, and at the expiration of the term of office all books, papers and monies belonging to the Chapter will be delivered to his successor or such person or persons as the Board of Directors may direct. The Board of Directors shall have the power to delegate all the powers of the Treasurer to some other officer, agent or Executive Secretary.
SECTION 6, VACANCIES
The Board of Directors may, by a majority vote, fill all vacancies which may occur in elective offices until the next annual election first from elected individuals within the current Board. TLSC's succession of power and authority is vested in the Vice-President in the event the President becomes ineligible (see Article V, Section 8) or is otherwise unable to perform the duties of that office.
SECTION 7, IMPEACHMENT
The Board of Directors may impeach an Officer or Director for neglect or misconduct of office, and is empowered to remove and replace such Officer or Director if the charges of negligence or misconduct of office are sustained by a two-thirds (2/3) vote of the Board of Directors
ARTICLE VII
COMMITTEES
SECTION 1, AUDIT COMMITTEE
The Board shall appoint annually an Audit Committee of not more than three Active members who shall annually audit the Chapter accounts and the Treasurer's books and submit a written report to the Chapter. No officer or Director of the Chapter may serve on the Audit Committee.
SECTION 2, MEMBERSHIP COMMITTEE
The President shall appoint annually a Membership Committee of no less than three (3) Active members. All applications for membership in this Chapter shall be forwarded to the Secretary for submission to the Membership Committee for review. The Membership Committee shall return the application with an observation of approval or disapproval to the Secretary after such review. The Secretary shall then forward to each director a ballot listing the names and particulars of all applicants and the Membership Committee's observation. The Ballot shall be returned to the Secretary within ten (10) days of the mailing date indicating approval or disapproval of election to membership. The membership shall become effective only after the parent organization (CMAA) has also approved this membership. The Secretary shall inform the applicant or applicants of their election to membership. Should there be any objections by the Membership Committee, the Directors, or CMAA, the applicant shall be reconsidered at the next regular meeting of the Board of Directors. A majority of those present and voting at such meeting shall determine acceptance or rejection of applications to which objections had been received in the course of prior "mail balloting". An applicant rejected may be permitted to make application again after one (1) year from the date of the meeting at which the applicant was rejected.
SECTION 3, NOMINATING COMMITTEE
In accordance with Article IV, Section 1 of these By-Laws, the Board shall appoint a Nominating Committee.
SECTION 4, OTHER COMMITTEES
The President may also appoint committees of any number for any purpose within the scope of these By-Laws.
ARTICLE VIII
AMENDMENTS
SECTION 1, BY-LAWS MODIFICATION
Any By-Laws of the Chapter may be amended or repealed at any Regular or Special Meeting of the Chapter called for that purpose, by a plurality vote of two-thirds (2/3) of the members submitting ballots. Amendments modifications or repeals may be proposed by the Board of Directors, or by any member of the Chapter, in writing and filed with the Secretary, forty-five (45) days prior to any meeting. A notice of the proposed changes shall be mailed to each member of the Chapter at least ten (10) days before the next meeting at which the proposal is to be voted.
SECTION 2, BALLOT
The By-Laws of the Chapter may be amended, modified or repealed at any regular or special meeting of the Chapter called for the purpose, by a plurality vote of two-thirds (2/3) of the ballots cast by the members present at such meeting, in addition to mail votes and proxy votes cast.
SECTION 3, MAIL VOTE
The Board of Directors is empowered to submit amendments or other matters to the membership by mail, giving full explanation of the necessity for this action and providing a mail ballot, numbered and calling for signature of the members. This ballot is to be provided with return postage, addressed to the Secretary and is to indicate clearly whether the member approves or is against the proposition covered by such ballot. Ballots returned by the membership in a mail ballot shall be required to meet the same standards and will have the same effect as if the vote had been taken at a meeting of the members. All ballots on the proposition shall be recorded in the canvass. The results of such canvass by the Election Judges should be recorded in the minutes of the meeting following such a mail vote.
SECTION 4, PROXY VOTE
Voting by written proxy naming the member entitled to cast an absent member's vote and signed by such member, shall be valid only when the question before the meeting shall concern a change in the By-Laws or the continuance of this Chapter.
ARTICLE IX
DISSOLUTION
The Chapter shall use its funds only to accomplish the objective and purpose specified in these By-Laws and no part of said funds shall insure, or be distributed to one or more regularly organized and qualified charitable, educational, scientific, philanthropic organizations or to the National Office of the Club Managers Association of America, said organization to be selected by the Board of Directors.
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