AMENDED BYLAWS OF FUTURO RGV, INC.
August 14, 2021. February 9, 2022. September 14, 2022. October 10, 2024
BYLAWS OF FUTURO RGV, INC.
ARTICLE I – NAME AND LOCATION
Section 1. Name – The name of the organization is Futuro RGV, Inc. (hereinafter referred to as FRGV), a Texas non-profit corporation.
Section 2. Office Location – The principal office of FRGV shall be situated in the State of Texas at such specific location as the Board of Directors shall determine from time to time. FRGV may also have other such offices as the Board of Directors determines.
ARTICLE II – PURPOSE
FRGV is organized for the purpose of educating and informing citizens about the preservation of quality-of-life issues, economic well-being, safety and health, educational opportunities, and culture and the arts that affect the growth and welfare of our families and communities. In particular, FRGV shall provide for the dissemination of factual information regarding community issues by hosting forums, debates, and workshops with community leaders and political candidates. In doing so, FRGV shall provide opportunities for the community to hear and discover opposing and alternate viewpoints in a fair and impartial manner, in no way pushing any specific outcome other than encouraging voters to become educated on issues upon which they vote as allowed by law. FRGV shall provide an impartial and non-partisan source of information.
ARTICLE III – MEMBERSHIP
The voting membership of FRGV shall consist of members of the Board of Directors. Advisory Council members are non-voting members, and shall be required to be paid members of FRGV. Non-voting memberships are also available to any interested member of the public upon receipt of a membership application and payment of annual dues.
ARTICLE IV – BOARD OF DIRECTORS
Section 1. Number of Directors – The organization shall be managed by a Board of Directors (hereinafter referred to as the Board) consisting of at least three (3) directors.
Section 2. Election and Terms of Office – The Board members shall be elected at the annual meeting. Each Board member shall serve a term of three (3) years, or until a successor has been elected and qualified. Board members may serve terms in succession and will be required to be paid members of FRGV.
Section 3. Responsibilities – Board members are responsible for recruiting new members and/or sponsors, promoting FRGV events, and volunteering at FRGV events.
Section 4. Committees – To the extent permitted by law, the Board may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees.
Section 5. Removal and Vacancies – A Board member shall be subject to removal, with or without cause, at a meeting called for that purpose by a vote of three-quarters (3/4) of the members of the Board if, in its judgement, the best interest of FRGV would be served thereby. Any vacancy that occurs on the Board, whether by death, resignation, removal, or any other cause, may be filled by the remaining Board members. A Board member elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
ARTICLE V – OFFICERS
Section 1. Number of Officers – The Officers of FRGV shall be a President, President-Elect, one or more Vice Presidents (as determined by the Board), a Treasurer, a Secretary, and a Parliamentarian. Two (2) or more offices may be held concurrently by one person, with the following exceptions:
(1) The President may not serve concurrently as a Vice President, and
(2) The offices of Secretary and President should not be held concurrently by the same person.
Section 2. Responsibilities of Officers:
President. The President shall be the Chief Executive Officer and shall preside at all meetings of the Board and its Executive Committee, if such a committee is created by the Board.
President-Elect. The President-Elect shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.
Vice President. The Vice President(s) will assist the President and President-Elect, as needed.
Secretary. The Secretary (or President) shall give notice of all meetings of the Board and Executive Committee, shall keep an accurate list of Board members, and shall have the authority to certify any records, or copies of records, as the official records of FRGV. The Secretary shall maintain the minutes of the Board meetings and all committee meetings.
Treasurer. The Treasurer shall be responsible for conducting the financial affairs of FRGV as directed and authorized by the Board and Executive Committee.
Parliamentarian. The Parliamentarian shall ensure that Robert’s Rules of Order and FRGV bylaws, policies, and procedures are followed at all Board meetings.
Section 3. Elections and Terms of Office – The Officers shall be elected every three (3) years by the Board at its annual meeting. Each Officer shall serve a term of three (3) years or until a successor has been elected and qualified. Officers may serve successive terms.
Section 4. Removal or Vacancy – The Board shall have the power to remove an Officer or agent of FRGV. Board members must not miss more than three (3) meetings in a calendar year or it may result in removal from the Board. Any vacancy that occurs, for any reason, may be filled by the Board.
ARTICLE VI – MEETINGS
Section 1. Annual Meetings – Annual meetings shall be held once each calendar year for the purpose of electing Board members and Officers, and for the transaction of other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board. Notice of these meetings shall be sent to all Board members no less than ten (10) days prior to the meeting date by electronic methods or written notice.
Section 2. Regular Meetings – The Board shall meet immediately after the election for the purpose of electing its new Officers, appointing new committee chairpersons, and for transacting other such business as may be deemed appropriate.
Section 3. Special Meetings – Special meetings may be requested by the President, or a simple majority of the Board, by providing a notice of at least five (5) days. Minutes of the meeting shall be sent to the Board within two (2) weeks after the meeting. A special meeting can be held electronically.
Section 4. Notice – Written or electronic notice of all meetings shall be provided under this section or as otherwise required by law. The notice shall state the place, date, and time of the meeting and, if for a special meeting, the purpose of the meeting.
Section 5. Place of Meeting – Meetings shall be held at a place stated in the notice. A Board member may participate electronically or by phone, if coordinated ahead of time. A Board member participating in a meeting by these means shall be deemed to be present in person at the meeting.
Section 6. Quorum – A simple majority of the Board members shall constitute a quorum at a meeting. In the absence of a quorum, a majority of Board members present may adjourn the meeting. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The Board members present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some Board members results in representation of less than a quorum.
Section 7. Adverse Interest – In the determination of a quorum of the Board, or in voting, the disclosed adverse interest of a Board member shall not disqualify the Board member or invalidate his or her vote.
Section 8. Procedures – The vote of a majority of Board members at a properly called meeting, at which a quorum is present, shall be the act of the Board. The Board shall keep written minutes of its proceedings in its permanent records.
Section 9. Parliamentary Procedure – Any question concerning parliamentary procedure at meetings shall be determined by the Parliamentarian by reference to Robert’s Rules of Order.
Section 10. Informal Action – Any action required to be taken, or which may be taken, at a meeting may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the Board members with respect to the subject matter of the vote.
ARTICLE VII – COMMITTEES
Section 1. Standing Committees – Standing committees will be created as deemed necessary and voted on by the Board. Chairs for all Standing committees shall be voted on by the Board.
Section 2. Committee Chair Responsibilities:
Membership Chair. The Membership Chair/Committee shall maintain all records related to members, create name badges for new Board members, and be responsible for setup prior to any event, operating the table/area for sign-in sheets, applications, payments/receipts, and teardown.
Events Chair. The Events Chair/Committee shall coordinate the professional networking events, as well as special events that will benefit membership, will be responsible for negotiations prior to and during events, and must approve all deliverables. The Events Chair/Committee shall not sign any contracts or agreements without prior approval by the Board.
Marketing/Media Chair. The Marketing/Media Chair/Committee shall recommend ways to promote FRGV through information dissemination to include all printed materials, social media, and all other outlets as deemed appropriate to benefit FRGV and its membership.
All Chairs will be required to provide reports/updates to the Board at the scheduled Board meeting. Chairs must be prepared to present to the Board and answer questions from the Board. Any revisions or changes voted on and approved by the Board must be adhered to by the Chair. From time to time, special meetings may be called by the Board to allow for proper planning and update from any or all Chairs.
ARTICLE VIII – EXECUTION OF INSTRUMENTS
All instruments that are executed on behalf of FRGV which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice President and the Secretary or Treasurer. All other instruments executed by FRGV, including a release of mortgage or lien, may be executed by the President or any Vice President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any Officer(s) or agent(s) who are specifically designated by resolution of the Board.
ARTICLE IX – AMENDMENT TO BYLAWS
The Bylaws may be amended, altered, or repealed by the Board by a majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all Board members at least ten (10) days before a meeting.
ARTICLE X – INDEMNIFICATION
Any Board member or Officer who is involved in litigation by reason of his or her position as a Board member or Officer of FRGV shall be indemnified and held harmless by FRGV to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits FRGV to provide broader indemnification rights). FRGV may purchase insurance for this purpose.
ARTICLE XI – PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern FRGV in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules FRGV may adopt.
ARTICLE XII – DISSOLUTION
FRGV may be dissolved only with authorization of its Board given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the Board members.
Certification
Nedra S. Kinerk, President of Futuro RGV, Inc., and Mark R. Murray, Secretary of Futuro RGV, Inc., certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the Board of Directors on October 10, 2024.
Nedra S. Kinerk, President
Mark R. Murray, Secretary