NATIONAL DEFENSE TRANSPORTATION ASSOCIATION
SAN ANTONIO, TEXAS CHAPTER, INCORPORATED
CONSTITUTION AND BY‑LAWS
ADOPTED MARCH 1988
AMENDED NOVEMBER 1988
AMENDED JULY 1991
AMENDED JANUARY 1998
AMENDED JANUARY 2005
AMENDED OCTOBER 2005
AMENDED JANUARY 2010
AMENDED JANUARY 2012
AMENDED JANUARY 2014
ARTICLE I. ORGANIZATION NAME
Section 1.01 The members of this Chapter, mindful of the vital importance of our transportation system in peacetime and its significance to the defense of the Free World, its indispensability in the economic development and security of our country, and its impact on energy needs and environmental concerns, associate themselves for active duty in this patriotic, educational, and scientific transportation organization, the name of which shall be the San Antonio, Texas Chapter, National Defense Transportation Association, heretofore referred as “the Chapter” or “the Corporation”.
ARTICLE II. OBJECTIVES
Section 2.01 The objectives of the Chapter shall be:
a. To do no act or thing prohibited by or inconsistent with its status as a nonprofit corporation as defined by Section 501(c)(3) of the Internal Revenue Code of 1986 (formerly known as the Internal Revenue Code of 1954), and the Regulations pertaining thereto, relating to tax exempt corporations.
b. To do any and all acts and things, not for profit, necessary or useful to the accomplishment of the objects and purposes of the Chapter.
c. To provide a common forum to discuss and enhance programs designed to provide transportation preparedness for peacetime needs and the defense of the Free World.
d. To maintain an awareness among the members of the Chapter, and to inform the public of the critical importance of safe and effective transportation to the individual, the industry and the national leaders.
e. To provide active assistance, by study and action, in a non‑partisan capacity to appropriate government agencies engaged in peacetime and defense preparedness transportation planning, and to promote recognition of the need for cooperation and support among the public, carrier management, and government agencies in operationally effective planning.
f. To encourage implementation of plans and programs to assure transportation capability in time of emergency.
g. To provide advisory assistance, upon request, to governmental agencies concerning transportation problems.
h. To encourage transportation and related industries to make available transportation management and operational personnel for prompt support of appropriate agencies in periods of emergency.
i. To support, conduct, and assist programs of transportation education, science research and development, among private, industrial, educational, and governmental agencies which are designed to foster efficient use of energy, improve the environment, and increase the safety, effectiveness, economy and the responsiveness of the transportation industry and allied services to the movement of people and goods during times of peace and defense of the national interest.
j. To assist in the transportation education of students, who plan to pursue a career in transportation, through the Chapter scholarship program.
k. To assist in the education of San Antonio Chapter members and or their qualified dependents through the Chapter scholarship program.
l. To foster a spirit of patriotic good will and cooperative endeavor and mutual understanding among its members, industrial entities, the transportation industry, and all other government departments and agencies concerned with transportation.
m. To provide assistance to the community by volunteering time or, when approved by the membership and/or Board of Directors, financial aid.
n. To support continued reliance on the private enterprise system of ownership and operation of transportation in the United States.
ARTICLE III. POLICIES
Section 3.01 ESTABLISHMENT. All policies of the Chapter will be established by the Board of Directors, and will not be in conflict with the National Association Constitution and By‑laws.
Section 3.02 INFLUENCE. This Chapter is non‑commercial, non‑profit, and politically non‑partisan. Neither its name nor its influence may be used directly or indirectly in the interest of any commercial or political activity.
ARTICLE IV. MEMBERSHIP
Section 4.01 ELIGIBILITY. All members in good standing of National Defense Transportation Association are eligible for membership in this Chapter upon application.
Section 4.02 CATEGORIES. In accordance with standards of eligibility set forth in Article I of the Chapter By‑laws, membership will be of the following categories: Regular; Military/Government; Retired (not gainfully employed); Young Leaders (A‑35); Student; or Life.
Section 4.03 REVOCATION. Memberships of any class may be revoked by the San Antonio Chapter Board of Directors or the National Association for conduct inconsistent with the purposes, objectives, or policies of the Chapter or the Association or prejudicial to the good order and repute of the Chapter or the Association.
ARTICLE V. OFFICERS, DIRECTORS, AND MANAGEMENT
Section 5.01 The government of this Chapter shall be vested in its Board of Directors.
Section 5.02 OFFICERS. The Officers of this Chapter shall consist of the President; the First, Second, Third, and Fourth Vice Presidents; the Secretary; and the Treasurer; who shall perform duties as outlined in Article V of the Chapter By‑laws.
Section 5.03 BOARD OF DIRECTORS. The Board of Directors of this Chapter shall consist of its current Officers, as set forth in Article V, Section 2; Immediate Past President; sixteen (16) Directors, of which eight (8) shall be elected annually for a two year term; and Base and Industry representatives appointed pursuant to Section 5.09 of this Article.
Section 5.04 MANAGEMENT. The general control and management of the Chapter are vested in the Board of Directors, who are empowered to appoint such committees or designate such assistants as may be necessary or desirable for the execution of the policies of the Chapter or the transaction of its business, consistent with the Constitution and By‑laws of the National Association and/or this Chapter. The Board of Directors shall meet upon call of the President or on oral or written petition of a majority of its members. One‑fourth (1/4) of the members of the Board of Directors shall constitute a quorum.
Section 5.05 ELECTIONS AND TERM LENGTH. The Officers and eight (8) Directors of the Board of Directors plus any vacant elected Director positions shall be elected annually by ballot mailed to the General Membership in May. Financial Trustees and a General Counsel may be appointed by the President. The Officers shall hold office for one (1) year or until their successors are elected or appointed and take office. The eight (8) Directors elected each year shall hold office for two consecutive years. A Nominating Committee will prepare a slate of nominees in accordance with Article VI, Section 4, of the Chapter By‑laws.
Section 5.06 VACANCIES. Vacancies shall be filled, pending the next annual election, by a majority vote of the Board of Directors.
Section 5.07 ELIGIBILITY. Only members in good standing may be elected to and be an Officer or Director in the Chapter. Chairpersons appointed to chair standing or special committees must also be members in good standing. A member in good standing is one who has not had his/her membership revoked and also has kept his/her membership dues currently paid.
Section 5.08 VOTING. Members of the Board of Directors and members in good standing of the Chapter shall be entitled to cast one (1) vote each on any matter coming before their respective bodies and requiring decision by vote. Chapter members may not vote at meetings of the Board of Directors unless they have been duly elected or appointed to an officer or director position in the Chapter.
Section 5.09 BASE AND INDUSTRY REPRESENTATIVES. The president may appoint two representatives for each military installation, including the Joint Personal Property Shipping Office. Similarly, the president may appoint additional functional representatives from industry, as deemed necessary, but not more than six (6). These appointees shall represent their specific area of interest to promote membership and activities for the welfare of the Chapter.
Section 5.10 REMOVAL. At any meeting of the Board of Directors called expressly for that purpose, any Director(s)/Officer(s) may be removed, with or without cause, by a two‑thirds (2/3) vote of the Directors then serving, excluding the Director(s) subject to removal.
ARTICLE VI. MEETINGS
Section 6.01 FREQUENCY. Monthly meetings by the Chapter are preferred. If monthly meetings of the general membership are not possible, a minimum of four general membership meetings shall be held annually, one of these meetings to be the Annual Installation of Officers and Directors.
Section 6.02 ANNUAL INSTALLATION MEETING. The Annual Installation Meeting shall be scheduled to take place in June and the elected Officers and Directors shall take office upon installation. Names of the Officers and Directors elected by the Chapter and installed at the Annual Installation Meeting shall be reported promptly to the President of the National Association utilizing the National Defense Transportation Association Chapter Officer Election Report.
ARTICLE VII. FINANCES
Section 7.01 Careful financial records shall be maintained by the Chapter for examination at any time, and financial accounts shall be audited annually in accordance with Article VI, Section 6.04, of the Chapter By‑laws. A copy of the annual audit report shall be sent to the Chapter.
ARTICLE VIII. WELFARE
Section 8.01 Appropriate tribute or message to members or members' family will be the responsibility of the Welfare Committee in accordance with Article VI, Section 6.05, of the By‑laws.
ARTICLE IX. ANNUAL REVIEW
Section 9.01 The Constitution and By‑laws of the Chapter will be reviewed by the Board of Directors annually upon inauguration of a new administration for the purpose of determining whether or not amendments to the Constitution and By‑laws are appropriate. Any recommended amendments shall be adopted in accordance with Article XI of the Constitution and Article XI of the By‑laws.
ARTICLE X. CHAPTER DISBANDMENT
Section 10.01 CHAPTER MINIMUM. The charter of this Chapter may be withdrawn by the Executive Committee of the National Association if its membership declines to less than twenty‑five (25) members in good standing.
Section 10.02 CHAPTER DISSOLUTION. The Chapter may, upon a two‑thirds (2/3) vote of its current members in good standing, apply to the National Association for permission to dissolve.
Section 10.03 CHAPTER REVOCATION. The charter of this Chapter may be revoked by the National Board of Directors for conduct inconsistent with the purposes and objectives or policies of the National Association or prejudicial to the good order and repute of the National Association.
Section 10.04 CHAPTER PROPERTY. Upon dissolution of this Chapter, or upon revocation or withdrawal of the charter of this Chapter, its records and funds shall become the property of the National Association and shall be delivered promptly to the President of the Association by the Chapter Board of Directors or the remaining Officers of the Chapter.
ARTICLE XI. AMENDMENTS
Section 11.01 This Constitution may be amended at any regular or special general membership meeting; provided such amendment has previously been approved by the Board of Directors and submitted in writing in advance to the general membership for review.
ARTICLE I. MEMBERSHIP
Section 1.01 GENERAL. Members in good standing of any class shall be eligible for membership in the Chapter. Changes in Chapter membership will be promptly reported to the President of the National Association.
Section 1.02 REGULAR MEMBER. Any person, military or civilian, (including retired persons) may, upon approval of the President of the National Association and payment of the annual dues specified, become a Regular Member of this Chapter.
Section 1.03 MILITARY/GOVERNMENT MEMBER. Active duty military personnel and government employees may, upon approval of the President of the National Association and payment of the dues specified, become a Military/Government Member of this Chapter.
Section 1.04 A‑35 MEMBER. Any person who has not reached their 35th birthday may, upon approval of the President of the National Association and payment of the dues specified, become an A‑35 Member of this Chapter.
Section 1.05 STUDENT MEMBER. Any person who is a student enrolled in any accredited university or college in the United States, or any student enrolled in a government school, for one year from beginning date of course of instruction, may, upon approval of the President of the National Association and payment of the annual dues specified, become a Student Member of this Chapter.
Section 1.06 LIFE MEMBER. Any applicant accepted for membership or any active member of the National Association may, upon approval of the President of the National Association and payment of the single payment specified, become a Life Member of this Chapter. Life Members shall be subject to payment of Chapter dues, if any.
Section 1.07 SUSTAINING MEMBER. Any person, corporation, company, firm, or other organization or association may, upon approval of the President of the National Association and payment of the dues specified, become a Sustaining Member of this Chapter.
Section 1.08 MEMBERSHIP PRIVILEGES. All Regular, Military/Government, A‑35, Student, Life, and Sustaining members of the Chapter in good standing shall be entitled to take part in and vote at the annual National Defense Transportation Association Transportation and Logistics Exposition and Forum and at all meetings of the Chapter and may hold office in this Chapter. All members in good standing of every class shall be entitled to all official publications and announcements of the Association and to such other privileges as may be provided in these By‑laws for the class of membership concerned.
ARTICLE II. DUES
Section 2.01 INITIATION FEE. No initiation fee shall be charged by the Association or by this Chapter.
Section 2.02 DUES. Each member of this Association shall pay such dues as may be determined from time to time by the National Association Board of Directors.
Section 2.03 PAYMENT. The annual dues specified by the National Association Board of Directors will accompany each application for membership or each renewal statement and will be forwarded to the National Headquarters of the Association or through the Chapter Treasurer or Membership Chairperson.
ARTICLE III. MEETINGS
Section 3.01 BOARD OF DIRECTORS. Regular and special Board of Director Meetings shall be held upon call of the President.
Section 3.02 GENERAL MEMBERSHIP. Regular general membership meetings shall be held on the fourth Tuesday of each month unless changed by the Board of Directors by simple majority vote.
ARTICLE IV. DUTIES OF THE BOARD OF DIRECTORS
Section 4.01 GENERAL. Subject to the provisions of the Texas Non‑Profit Corporation Law, Sections 170(c)(2) and 501(c)(3) of the United States Internal Revenue Code, and any limitations in the Articles of Incorporation and By‑laws relating to action required or permitted be taken or approved by the members of this Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the Board of Directors. It shall be the duty of the Board of Directors to prescribe the policies for the Chapter subject to Article III, Section 1, of the Chapter Constitution. The Board shall have authority to transact all business necessary for the management and the accomplishment of the objectives and policies of the Chapter. Minutes of the meetings of the Board of Directors shall be made and preserved in accordance with the provisions of Article V, Section 5.06 of these By‑laws.
Section 4.02 BUDGET. All Officers and Committees empowered or authorized by the Board of Directors to create or incur financial obligations shall, on or before September 1 of each year, prepare and submit proposed budgets to the Budget Committee for the ensuing fiscal year as they may deem necessary and proper to carry out their respective duties. The Budget Committee shall study the proposed budgets and submit its recommendation on each to the Board of Directors for a vote not later than the Board of Directors meeting in September of each year. No Officer or Committee shall have the authority to create or incur any obligation or make any expenditure not authorized by the Board of Directors.
Section 4.03 AUDIT. Financial accounts shall be audited annually in accordance with Article VI, Section 6.03, of the Chapter By‑laws. A copy of the annual audit report shall be sent to the Chapter.
Section 4.04 OBLIGATIONS. It shall be the duty and function of the Officers and Directors of the Chapter Board of Directors to receive and protect the funds, contributions and dues, and to assume and bear full responsibility, as Officers and Directors, for the funds of the Chapter.
Section 4.05 ANNUAL REPORT. The Board of Directors shall submit an Annual Report to the Chapter membership, which shall include the financial condition of the Chapter as of the close of the Chapter's current fiscal year. The Chapter's fiscal year will be from July 1 of each year to June 30 of the following year.
ARTICLE V. DUTIES OF OFFICERS
Section 5.01 PRESIDENT. The Chapter President shall be the Chief Executive Officer of the Chapter. He/she shall preside at all meetings of the Chapter and all meetings of the Board of Directors. He/she shall be responsible to call special meetings of the Board of Directors, as necessary and appropriate. He/she shall appoint the members and chairpersons of all standing and special committees except the Nominating Committee, subject to the approval of the Board of Directors. The President shall be an ex‑officio member of all standing and special committees except the Nominating Committee. All expenditures must be approved by him/her before disbursement by the Secretary or Treasurer and he/she shall perform all duties, bear all responsibilities and enjoy all authority customary to the office of the President. The President shall attend the Annual Forum and Exposition if possible. He/she is highly encouraged to obtain government (member/ employee of the Department of Defense) or company funding to attend the Forum. If other funding is unavailable, Chapter funds may be approved by a majority vote of the Board of Directors to pay for the President's expenses (travel, registration and hotel), in full or in part.
Section 5.02 FIRST VICE PRESIDENT. The First Vice President shall perform the duties and exercise the functions of the President in his absence or disability, and such other duties and functions as the President and/or the Board of Directors may assign. The First Vice President will normally be appointed as chairperson of the Programs Committee.
Section 5.03 SECOND VICE PRESIDENT. The Second Vice President shall perform such duties and functions as the President and/or the Board of Directors may assign. The Second Vice President will normally be appointed as chairperson of the Membership Committee.
Section 5.04 THIRD VICE PRESIDENT. The Third Vice President shall perform such duties and functions as the President and/or the Board of Directors may assign. The Third Vice President will normally be appointed as chairperson of the Social Committee.
Section 5.05 FOURTH VICE PRESIDENT. The Fourth Vice President shall perform such duties and functions as the President and/or the Board of Directors may assign. The Fourth Vice President will normally be appointed as chairperson of the Welfare Committee.
Section 5.06 SECRETARY. The Secretary, under the direction of the President, shall keep the minutes of all meetings of the Board of Directors, shall maintain a complete record of the membership of the Chapter, maintain a complete record of correspondence and files of the Chapter, and perform such other duties as assigned. Files and correspondence shall be reviewed annually by the Secretary who will recommend to the President those items to be placed in the Chapter’s historical archives and those items to be disposed of. A copy of the minutes of each meeting of the Board of Directors shall be provided to each member of the Board.
Section 5.07 TREASURER. The Treasurer, under the direction of the President, shall maintain a complete record of all dues and other monies and securities received by the Chapter. He/she shall maintain all necessary books or records and inventories relating to Chapter finances, make regular and special reports of a financial nature to the Board of Directors at regular and special meetings, and perform such other duties as assigned by the Board of Directors. The funds of the Chapter shall be kept in such banks and the securities under such physical custody as the Board of Directors shall determine.
Section 5.08 GENERAL COUNSEL. The General Counsel may be appointed by the President and shall perform such legal duties as may be requested by the President and/or the Board of Directors. He/she will serve as a member of the Board of Directors.
Section 5.09 FINANCIAL TRUSTEES. Up to three Financial Trustees may be appointed by the President to oversee the Chapter financial accounts and to make investment recommendations to the Chapter President, Treasurer and/or Board of Directors.
They will serve as members of the Board of Directors and will be responsible for ensuring audits are conducted annually or, more often if deemed necessary.
ARTICLE VI. COMMITTEES
Section 6.01 ESTABLISHMENT. The President shall establish all committees except the Nominating Committee (see Section 4 below). The President shall be an ex‑officio member of all committees except the Nominating Committee.
Section 6.02 COMMITTEE REPORTS. Standing Committees shall report to the Board of Directors at regular or special meetings of the Board, and at such other times as the Board may direct.
Section 6.03 BUDGET COMMITTEE. It shall be the duty of the Budget Committee, normally chaired by the Chapter Treasurer, to prepare a budget from 1 Sep to 31 Aug of each year in conjunction with Officers and Committees empowered or authorized by the Board of Directors to create or incur financial obligations, in accordance with Article IV, Section 4.02, of the Chapter By‑laws.
Section 6.04 AUDITING COMMITTEE. It shall be the duty of the Auditing Committee by and with the advice and consent of the Financial Trustees and Board of Directors, to audit the Treasurer's accounts at the close of the fiscal year beginning 1 July through 30 June. The results of this audit shall be submitted to the Board of Directors not later than the August Board meeting (unless an extension is approved by the Board of Directors) and subsequently reported to the general membership.
Section 6.05 NOMINATING COMMITTEE. The Nominating Committee shall be appointed by the Board of Directors. The President of the Chapter shall not appoint this committee nor be a member of the committee, ex‑officio or otherwise. The Chairperson of the Nominating Committee shall normally be a Past President of the Chapter. Any past President or Director may be appointed by the Board of Directors. The Nominating Committee shall prepare a slate of nominees to fill the seven (7) elected Officer positions and the eight (8) Director positions (see Article V, Section 5, of the Chapter Constitution) plus any vacant elected Director positions. In considering the total number of 23 elected positions (16 directors and seven officers), the nominating committee will strive to ensure representation from each San Antonio area military installation having Chapter members in good standing, , local government, and each major segment of the transport industry, i.e., household good carriers, motor freight, rail, airlines, air cargo, Commercial Travel Office and bus. It shall be mandatory that the Nominating Committee contact each person whom it wishes to nominate, in order to obtain his/her acceptance of nomination. Candidates will be selected from the active National Defense Transportation Association membership roster. To ensure a democratic election process is maintained, it is desirable, but not mandatory, to have more than one candidate nominated for the offices of President and First Vice President. More than one candidate can be nominated for any of the elected positions. The Nominating Committee's slate of nominees will be approved by the Board of Directors and ballot will be mailed to all members. The ballots will be counted and results announced at the June Board of Directors meeting with Installation of Officers and the new Directors at the June General Membership meeting.
Section 6.06 WELFARE COMMITTEE. The Chairperson of the Welfare Committee will arrange, when appropriate, to send get‑well cards to members, or their immediate family members, who are ill and confined. In the event of the death of a member or in the member's immediate family, the Chairperson will send an appropriate message to the deceased’s family and may send a funeral bouquet, as appropriate. The Board of Directors may elect to make a memorial or donation in the name of the deceased. The matter will be brought up at the next meeting of the Board of Directors.
Section 6.07 AWARDS COMMITTEE. Each year, the Awards Committee shall ensure all Chapter members receive notice of the call for nominees for National Awards in sufficient time to prepare and submit nomination packages according to the NDTA Awards Program Handbook. The Committee shall also ensure all Chapter members receive notice of the call for nominees for Chapter Awards in sufficient time to prepare and submit nomination packages according to the Chapter Awards Program Handbook by such date that will permit the Committee to evaluate all submissions, select award winners, obtain appropriate plaques/trophies and/or certificates and present during the month of July. Additionally, the Committee shall prepare and submit the Chapter for local, regional, and national awards according to the National Awards Program Handbook.
Section 6.08 SCHOLARSHIP COMMITTEE. Each year, the Scholarship Committee shall ensure all Chapter members receive notice of the Chapter scholarship program containing qualification requirements and application instructions in sufficient time for interested students to submit applications by such date that will permit the Committee to evaluate all applications, select winners and present scholarships during the month of May, preferably during National Defense Transportation Week. The Committee will also send notices to area colleges, as appropriate. Additionally, the Committee will ensure all Chapter members receive information on how to apply for the National Scholarship Awards in sufficient time to allow applications to the National Association to be completed and postmarked by April 16.
Section 6.09 ACTION-35 COMMITTEE. Supports Chapter members under age 35. Develops programs to involve young people in Chapter activities to enhance/increase A-35 membership. Sponsors Chapter charity and volunteer events to help local community support activities such as the San Antonio Food Bank and Wounded Warriors and sponsors Transportation Week activities (Volksmarch, Walkathon, bike-hike, etc.)
Section 6.10 BOWLING COMMITTEE. Takes all steps necessary to establish the annual Chapter Scholarship Bowling Tournament to include arranging for the bowling alley, soliciting support from one or more major tournament sponsors and soliciting sponsorship and prizes from national and local businesses. Arranges for appropriate trophies or other recognition and takes all steps necessary to publicize and ensure a successful and fun fund-raising event.
Section 6.11 GOLF COMMITTEE. Takes all steps necessary to establish the annual Chapter Scholarship Golf Tournament to include arranging for the golf course, soliciting support from one or more major tournament sponsors and soliciting hole sponsorship and prizes from national and local businesses. Arranges for appropriate trophies or other recognition and takes all steps necessary to publicize and ensure a successful and fun fund-raising event.
Section 6.12 SOCIAL MEDIA COMMITTEE. Determines what may be of interest to current or potential members and develops ways to retain current members and/or attract new ones. Conceives ways to get the NDTA logo, website address, etc., locally recognized. Develops ways to support furthering the Aims and Objectives of the Association. Ensures the NDTA story is publicized through programs, news media, web sites, social media, speeches, etc.
Section 6.13 MEMBERSHIP COMMITTEE. Seeks and recommends ways to increase Chapter membership. Arranges for annual membership drives—normally in concert with the National Association membership drives. Responsible for providing monthly membership reports to the Chapter President and Board of Directors and for assisting the Chapter Secretary with maintaining the Chapter membership roster.
Section 6.14 PROGRAMS COMMITTEE. Solicits ideas for programs and guest speakers for Chapter Membership meetings. Makes recommendations to the Board and arranges for speakers. Works closely with the Social Committee to ensure coordinated and successful events.
Section 6.15 SOCIAL COMMITTEE. Solicits ideas for Chapter Membership meeting locations, times and menus. Makes recommendations to the Board and arranges for meeting places. Works closely with the Programs Committee to ensure coordinated and successful events.
Section 6.16 TRANSPORTATION WEEK COMMITTEE. Normally chaired by the A-35 Chairperson. Solicits ideas and makes recommendations for events to help celebrate National Transportation Week (falls during the same week as National Transportation Day, the third Friday in May).
ARTICLE VII. INDEMNIFICATION/AUTHORIZATION
Section 7.01 In the event any person who was or is a party or is threatened to be made a party to any threatened, pending, or complete action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Corporation against expenses (including attorney fees), and in the case of actions other than those by or in the right of the Corporation, judgments, fines and amounts paid in settlement, incurred by such person in connection with such action, suit or proceeding by reason of the fact that such person is or was a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation ( domestic or foreign, non‑profit or for profit), partnership, joint venture, trust or other enterprise, then, unless such indemnification is ordered by a court, the Corporation shall determine or cause to be determined in the Corporation, the manner in accordance with the laws of the State of Texas whether or not indemnification is proper in the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth by the laws of the State of Texas and, to the extent that it is determined that such indemnification is proper, the person claiming such indemnification shall be indemnified.
Section 7.02 Expenses, including attorney fees, incurred in defending any action, suit, or proceeding referred to in Paragraph A of this Section, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Corporation in accordance with the laws of the State of Texas upon:
a. Receipt by the Corporation of a written affirmation by the Director, officer, employee or agent of his/her good faith and belief that he/she has met the standard of conduct necessary for indemnification under the laws of the State of Texas;
b. Receipt by the Corporation of a written undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to indemnification by the Corporation as authorized in this Article; and
c. A determination that the facts then known to those making the determination would not preclude indemnification under this Article or under the laws of the State of Texas.
Section 7.03 The indemnification provided by Paragraph A of this Section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the law or any agreement, vote of disinterested Directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE VIII. INDEMNIFICATION/INSURANCE
Section 8.01 The Corporation, to the extent permitted by the laws of the State of Texas, may purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation (domestic or foreign, non‑profit or for profit), partnership, joint venture, trust or other enterprise.
ARTICLE IX. CONFLICT OF INTEREST
Section 9.01 For purposes of this provision, the term "interest" shall include personal interest, interest as director, officer, member, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern and having an immediate family member who holds such an interest in any concern. The term "concern" shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the organization.
Section 9.02 No director or officer of the organization shall be disqualified from holding any office in the organization by reason of any interest in any concern.
Section 9.03 A director or officer of the organization shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the organization or with any entity of which the organization is an affiliate.
Section 9.04 No transaction of the organization shall be voidable by reason of the fact that any director or officer of the organization has an interest in the concern with which such transaction is entered into, provided:
a. The interest of such officer or director is fully disclosed to the board of directors.
b. Such transaction is duly approved by the board of directors not so interested or connected as being in the best interests of the organization.
c. Payments to the interested officer or director are reasonable and do not exceed fair market value.
d. No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
Section 9.05 The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
ARTICLE X. PARLIAMENTARY AUTHORITY
Section 10.01 Except as otherwise provided in this Constitution and By‑laws, the rules contained in the current edition of “Robert's Rules of Order, Newly Revised,” shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with the Constitution and By‑laws of either the Chapter or the National Association and any special rules of order either body may adopt.
ARTICLE XI. AMENDMENT OF BY‑LAWS
Section 11.01 These By‑laws may be amended at any regular or special General Membership meeting; provided such amendment has previously been approved by the Board of Directors and submitted in writing in advance to the general membership for review.
Approved by the Board of Directors and adopted by the General Membership on January 24, 2012.
WILLIAM K. FISHER January 21, 2014 BERNARD REED January 21, 2014