Transcript Chapter Bylaws

Chapter Bylaws
Michelle Haggerty
Texas Master Naturalist
State Program Coordinator
DRAFT 10/17/2014
Topics
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Chapter Bylaws Template
Template Update Needs
Member Categories
Elections and Honorary Membership
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Change to last General Membership Meeting of the year
 Officer Election Process
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Appointed Positions
Financial Controls
Addendum for 501(c)(3) Chapters
Dissolution of a Chapter
Next Steps for all Chapters
Chapter Operating Handbook
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Officer Nominating Committee
Chapter Bylaws Template
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Bylaws contain the governing language of organizations
Why are Bylaws needed?
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As 501(c)(3) organizations, Bylaws are typically filed with
governmental agencies such as the IRS
How must the Bylaws be adopted and who needs to
adopt them?
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Each Chapter must adopt as their Bylaws the language from the
Template as posted on the State website:
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http://txmn.org/files/2010/05/Chapter_Bylaws_Template_4-2011.pdf
For the Texas Master Naturalist Program to keep the
organization’s structure the same across all chapters, each
chapter must adopt the same language as that in the Template
An exception is allowed to provide for Chapters who desire 2
year terms versus 1 year terms for its Officers
Another exception is being added to provide for 501(c)(3)
organizations
Template Update Needs
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The last update was in April 2011
Need to address new state requirements
Compliance Uniformity
Clarify the various stages and categories of Membership
State clearly who can vote
How are Honorary Members selected and approved?
Officer Election Process
Elections will occur on the “Last General Membership Meeting of the
Calendar Year”
 When do newly elected Officers actually assume their duties?
 Clarify the Officer Nomination process
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Who appoints and approves new incoming appointees?
How is the chapter “financial audit” performed?
Clarify how a chapter organization may be “dissolved”
Add Language to support 501(c)(3) organizations
Member Categories
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Texas Master Naturalist as Member-in-Training
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Texas Master Naturalist Member Pledge
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Completed the State or Chapter minimum Certification requirements
Texas Master Naturalist Member
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Completed Chapter Training requirements, but has yet to complete their
service or minimum Certification requirements
Certified Texas Master Naturalist
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From the first day of class continuing until the member Trainee has
completed all of the Chapter training requirements
Previously has been a Certified Texas Master Naturalist but has not
completed the required volunteer service of 40 hours, and an additional 8
hours of Advanced Training toward re-certification requirements for more
than one year.
All Categories of Membership may vote in General
Membership meetings including Members-in-Training
Elections and Honorary Membership
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Officer Elections
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The Officers of the Chapter shall be the President, Vice
President, Secretary, and Treasurer. The Officers shall be
elected by the Chapter membership at the last General
Membership Meeting of the calendar year.
Honorary Membership
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Candidates for Honorary Membership may be submitted, by
Members, to the Chapter Board for approval, and to be placed
before the general membership for a vote.
Honorary members shall be selected by the affirmative twothirds voice vote of the membership present at the last General
Membership Meeting of the calendar year.
Election Process
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Nomination. The Officer Nominating Committee, chaired
by the Past-President with a minimum of two additional
ad-hoc members who are selected by the President with
Board approval, shall submit a slate of candidates for
Officers and publish the slate to the membership in
writing 15 days prior to the last General Membership
Meeting before the end of each calendar year.
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Nominations will be accepted from the floor at the last General
Membership Meeting of the calendar year.
Assumption of Office. The new Board of Directors shall
assume their duties at the first regularly scheduled Board
meeting of the following calendar year .
Appointed Positions
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All positions other than the Officers, Past-President and
Advisors are appointed positions.
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Appointment Process
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Typically these positions are Directors of: Membership, New Class,
Communications, Advanced Training, Volunteer Projects, etc.
The incoming President must recommend candidates for the appointed
positions to the newly elected Officers following the last General
Membership Meeting. The President may use the Officer Nominating
Committee or may appoint a separate ad hoc committee to recommend
candidates for his/her consideration.
Selection
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All appointed positions on the Board will be determined by a majority
vote of the newly elected Officers, Past-President and Advisor(s) prior to
the end of the calendar year in which they are elected.
Financial Controls
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Signature Authority.
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Expenditure limits
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The Treasurer or President shall sign all checks, drafts or other
instruments for payment of Chapter money or notes less than $1000.
The Treasurer and President or one other Officer shall sign for payment
of money or notes of $1000 or greater
Will be established and approved by the Board of Directors as set forth
in the Chapter Operating Handbook
Audits
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Conduct annual examination of the financial records of the Chapter prior
to the last scheduled Board meeting of the calendar year
 Reported to the Board of Directors at the last scheduled Board meeting
of the calendar year.
 Reported to the General Membership at the first general membership
meeting of the new calendar year
Adoption and Amendment of Bylaws
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State Bylaws Template The Texas Master Naturalist Program provides a
template for all Chapters to use to adopt and amend individual Chapter Bylaws.
All Chapter Bylaws must be uniform across all Chapters and are to be adopted
verbatim by each Chapter selecting an option for the ‘Term of Officers’ and an
option for an Addendum for 501 (c) (3) Chapters. Chapters that desire to meet
additional requirements to be recognized as a tax-exempt organization may or
may not adopt the Addendum for 501 (c) (3) Chapters..
Approval Before Vote. The initial Chapter Bylaws and any subsequent
proposed amendments to these Chapter Bylaws must be submitted in writing for
approval by the Chapter Advisors and then the Director of the Texas Master
Naturalist Program as a representative of the TMN State Committee before
being submitted to the Chapter’s general membership for a vote.
Notification. Notice of the proposed adoption of Chapter Bylaws and all
proposed amendments to the Chapter Bylaws with the date, time and place of
consideration shall be presented in written form via conventional mail, email or
other equivalent means to members at least 30 days prior to consideration by
the membership.
Membership Vote. These Bylaws may be amended by a two-thirds vote of
members.
Dissolution of a Chapter
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Dissolution
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The Membership
 By The TMN State Committee
 Merger With Another Chapter
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Distribution of Remaining Assets.
Addendum for 501(c)(3) Chapters
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Conflict of interest policy to protect tax-exempt organization interests
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Minutes of the governing board and all committees with boarddelegated power shall contain:
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when entering into a transaction or arrangement that might benefit the
private interest of an officer or director…
Names of the persons who disclosed or otherwise were found to have a
financial interest in connection with an actual or possible conflict of
interest…
Each director, principal officer and member of a committee with
governing board-delegated powers shall annually sign a statement
which affirms adherence to policy
Periodic Reviews
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To ensure the Organization operates in a manner consistent with
charitable purposes and does not engage in activities that could
jeopardize its tax-exempt status….
Next Steps for all Chapters
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Each Texas Master Naturalist Chapter must download
the new template and produce a new version of Bylaws
The updated Bylaws must be sent to Michelle Haggerty
for review
Once approval has been obtained, the new Chapter
Bylaws must be sent to the entire membership of the
Chapter giving at least 30 days notice of the changes
Once the Chapter Membership has approved the new
Bylaws, they must be posted on the Chapter website and
sent to any governmental agency needed
Compliance with the new Bylaws occurs immediately on
membership approval
Chapter Operating Handbook
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An update to the Template to guide Chapters in
updating their Chapter Operating Handbook is
underway
The updated Template is scheduled to be
completed by the end of this year
Revised COHs will be required for all Chapters
Operating details of the Chapter may be
included in the COH, but no language may
contradict the Bylaws
Officer Nominating Committee
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The Past President will chair the Officer Nominating Committee formed by
Chapter Members who are appointed by the Chapter President.
The Officer Nominating Committee shall endeavor to select candidates from
the Chapter Membership who demonstrate appropriate skills for managing
the office of President, Vice President, Secretary and Treasurer; and where
possible, with an eye to increasing diversity. Diversity being not limited to
sex, race, creed, or national origin, but including attributes such as age,
formal education, background experience, time of service in any Board
capacity, time of service in a single Board position, and county of residence.
The Officer Nominating Committee must review the required skills, duties
and responsibilities of each Officer position with the proposed candidate to
assess the candidate’s understanding and willingness to perform the
functions of the office.
The Officer Nominating Committee must provide the slate of candidates to
the general membership 15 days prior to the meeting during which the
election will be held.
The State Master Naturalist Coordinator may provide oversight to a
Chapter’s nomination process.
Questions?
Michelle Haggerty
Texas Master Naturalist
State Program Coordinator
830-896-2504
[email protected]
http://txmn.org