Bylaws of the Moon Society, Revision 2
Submitted by pcrume on
BYLAWS OF THE MOON SOCIETY
(Revision 2 - 6 February 2008)
ARTICLE I - NAME AND LOCATION
Section 1. The name of the organization shall be Moon Society, a non-profit corporation incorporated in the State of Texas. Any reference in these Bylaws to the "Society" shall be deemed to mean the Moon Society.
Section 2. The office of the Society shall be located in the State of Texas or such other localities as may be determined by the Board of Directors.
ARTICLE II - OBJECTIVES
Section 1. The objectives of this Society shall be, but are not limited to:
(a) The creation of a space-faring civilization which will establish communities on the Moon; promotion of large-scale industrialization and private enterprise on the Moon;
(b) The promotion of interest in the exploration, research, development, and habitation of the Moon, through the media of conferences, the press, library and museum exhibits, and other literary and educational means;
(c) The support, by funding or otherwise, of scholarships, libraries, museums and other means of encouraging the study of the Moon and related technologies;
(d) The stimulation of the advancement and development of applications of space and related technologies and encouragement of entrepreneurial development thereof;
(e) The bringing together of persons from government, industry, educational institutions, the press, and other walks of life for the exchange of information about the Moon;
(f) Promoting collaboration between various societies and groups interested in developing and utilizing the Moon.
(g) Informing the public at large on matters related to the Moon; and
(h) The provision of suitable recognition and honor to individuals and organizations which have contributed to the advancement of the exploration, research, development, and habitation of the Moon, as well as scientific and technological developments related thereto.
Section 2. In furtherance of the foregoing objectives, the Society may conduct or engage in any and all lawful activities which may be conducted by nonprofit corporations pursuant to the laws of the State of Texas.
ARTICLE III - MEMBERSHIP
Section 1. Qualification: Any person or institution shall be accepted for membership in the Society, in the appropriate class of membership, without discrimination, at the time that the requisite dues for the particular class of membership have been received by the Society (unless such membership has been previously revoked in accordance with Article III Section 5).
Section 2. Membership Classes: The Society shall have the following membership classes:
(a) Regular Membership: Regular membership shall be available to any person who pays the regular membership dues.
(b) Student Membership: Student membership shall be available to any individual who is enrolled full-time in an accredited educational institution and who pays the student membership dues.
(c)) Senior Membership: Senior membership shall be available to any individual who has attained the age of 65 and who pays the senior membership dues.
(d) Institutional Membership: Institutional membership shall be available to any entity which is not an individual and which pays institutional membership dues. Examples of such institutions are corporations, partnerships, unions, and other groups, associations, and agencies.
(e) Life Membership: Life membership shall be available to any person who makes a one-time payment of the life membership dues.
Section 3. Additional Categories of Membership: The Board of Directors, by majority vote, may establish or eliminate additional classes or categories of membership as may be deemed appropriate by the Board.
Section 4. Resignation: Resignation of members shall be made in writing to the Membership Chairman and the resignation shall become effective when received or as otherwise stated therein; however, such resignation shall not entitle the resigning member to a refund or cancellation of dues paid or owed, nor forgiveness or cancellation of any other indebtedness to the Society. Further, such resigning member shall not have the right to vote in any matter submitted to the membership for a vote during the period of time between the tendering of such resignation and the effective date thereof.
Section 5. Revocation of Membership: The Board of Directors, by majority vote only, shall have the authority to revoke the membership of any individual or institution. In the event such action is taken by the Board of Directors, then any votes of such members which have been cast in a vote of the membership conducted by mail, such as in a Board of Directors election, shall become immediately invalid, if the final count for the vote in question has not been completed. Prior to recommending revocation of membership, the Secretary shall send by first class mail written notice to the affected member(s). The notice shall include:
(a) A brief outline of the information on which the Board is acting;
(b) The fact that revocation of membership will be considered by the Board of Directors not earlier than thirty (30) days and not later than sixty (60) days after postmark of the written notice, unless the affected member shows cause why this action should not be taken;
(c) A request that the affected member provide the Board of Directors with any information which should be considered by the Directors prior to their acting on the revocation.
Section 6. Establishment of Dues and Benefits: Membership dues, incentives, and other benefits for all classes of membership shall be established by the Board of Directors.
Section 7. Delinquency and Cancellation: Any member whose dues are in arrears for two months shall cease to have membership in the Society.
Section 8. Right to Vote: All member classes except institutional members who are currently members of the Society on the closing date of the election are permitted to vote in elections.
ARTICLE IV - CHAPTERS
Section 1. Definition: A chapter is an incorporated or unincorporated association of persons who have joined together to further the interests of the Moon Society and which has been issued a Chapter Certificate by the Society.
Section 2. Chapter Classes: There shall be two classes of Chapters, Regular Chapters and Student Chapters.
Section 3. The bylaws, acts, and decisions of all chapters must be in accordance with the Moon Society's Articles of Incorporation and these Bylaws, with any act of the Board of Directors, and with "The Moon Society Chapter Rules" which document shall be maintained by the Board of Directors. "The Moon Society Chapter Rules" may be amended only by majority vote of the Board of Directors.
Section 4. Chapters Coordinator: The Board of Directors shall appoint and may remove a Chapters Coordinator to assist the Board in conducting chapter affairs.
Section 5. Society Membership: Membership in the Society shall not be dependent upon membership in any local chapter, nor shall the payment of any local chapter dues be required as a condition to membership in the Society.
ARTICLE V - BOARD OF DIRECTORS
Section 1. Authority and Responsibility: The affairs of the Society shall be governed by the Board of Directors. The Board of Directors shall be responsible for the overall supervision, control, direction and governance of the property, activities, and affairs of the Society, its committees and publications; shall determine its policies or changes therein; shall actively prosecute its objectives and supervise the disbursement of its funds; shall adopt such rules and regulations for the conduct of the Society's lawful activities and business as shall be deemed advisable; and may take any other legal action to promote the Society's welfare. Members of the Board or their agents may inspect the books of the Society for any appropriate purpose at any reasonable time. The Board of Directors shall have the authority to supersede and to exercise the powers, except the right to vote and the right to be counted as part of a quorum, of all other Boards, Committees, Councils, and Officers of the Society. The Board of Directors may delegate any authority or responsibility provided by these Bylaws to a Management Committee as defined by Article VIII, except as provided in Article VIII, Section 1.
Section 2. Composition: The voting members of the Board of Directors shall consist of 5 Board members elected by the general membership. The Board of Directors shall select a Chairman from their number by majority vote of the Board. To be eligible for election to the Board of Directors, individuals must be regular or life members of the Society at the time of the election and for an uninterrupted period of two or more years prior to the election.
Section 3. Election and Term: Five (5) Directors shall be elected by the voting members of the Society for terms of two (2) years. The terms of three (3) of the Directors shall begin and end in even-numbered years, and the terms of two (2) of the Directors shall begin and end in odd-numbered years. An individual may serve any number of successive terms of office. Each Director shall take office on the date of their election.
Section 4. Vacancies and Removal: If the office of any Director shall for any cause become vacant, the unexpired portion of the term may be filled by a qualified person receiving a majority vote of the Board of Directors. The Board of Directors may in its discretion, by affirmative vote of two-thirds of its voting members, remove any Director for cause. The above notwithstanding, failure of a Director to attend two or more successive meetings of the Board without reasonable cause shall result in automatic removal of the Director.
Section 5. Ex-Officio Members: All Officers of the Society who are not elected members of the Board of Directors shall be ex-officio members thereof.
Section 6. Meetings: The Board of Directors shall hold regular meetings at least quarterly at a time and place mutually agreeable to the Directors. Special meetings may be called as provided in Article XII.
ARTICLE VI - OFFICERS
Section 1. Elected Officers: The elected officers of this Society shall be the members of the Board of Directors, the President, the Vice President, the Secretary, and the Treasurer.
Section 2. Qualifications for Office: To be eligible for election as an Officer of the Society, individuals must be members of the Society at the time of the election and for an uninterrupted period of two or more years prior to the election.
Section 3. Term of Office: Each elected officer shall take office immediately upon election and shall serve for a term of approximately two years or until their successor is duly elected. The President and Secretary shall be elected in even-numbered years and the Vice President and Treasurer shall be elected in odd-numbered years. A person may not serve simultaneously as an Officer and as a member of the Board of Directors except by explicit waiver by the Board of Directors on a case-by-case basis.
Section 4. Election: Officers shall be elected by the membership concurrent with the Board of Directors as provided by Article XI.
Section 5. Re-Election: Officers shall be eligible for re-election without limitation.
Section 6. Vacancies and Removal: A vacancy in any elective office may be filled for the balance of the term thereof by a person selected by majority vote of the Board of Directors. The Board of Directors may also appoint any member or employee of the Society by a majority vote to perform the duties of a vacant office on a temporary basis until a replacement Officer is selected. The Board of Directors, in its discretion, by two-thirds vote only, may remove any Officer from office for cause.
Section 7. Delegation of Authority: An Officer may delegate all or part of his or her authority, except (a) the right to vote, (b) the right to be counted as part of a quorum, and (c) the authority to sign checks or monetary drafts, to one or more individuals who may be member volunteers or employees of the Society.
Section 8. Compensation: Officers shall not receive compensation for their services, but the Board of Directors may, by resolution, authorize a policy of fair and reasonable reimbursement of expenses incurred in the performance of their duties. Reimbursable expenses shall be budgeted and the budget approved by the Treasurer and the President, prior to being incurred. Nothing herein shall preclude an officer from serving the Society in any other capacity and receiving fair and reasonable compensation for such services.
Section 9. Conflict of Interest: An Officer of the Society may not authorize or vote in any Board, Committee or other body of the Society, in favor of a payment by the Society to him or herself, for any reason including wages and reimbursement of expenses.
ARTICLE VII - DUTIES OF OFFICERS
Section 1. Chairman of the Board of Directors: The Chairman of the Board of Directors shall chair meetings of the Board of Directors.
Section 2. President: The President shall be the primary spokesperson for the Society. The President shall preside at all general meetings of the Society and may choose to serve as an ex-officio member, without the right to vote or the right to be counted as part of a quorum, on any Committee of the Society except the Nominating Committee. The President shall make on behalf of the Board an annual report to the membership at the Annual Meeting of the Society, and at such other times as may be deemed proper, may communicate to the members such matters and make such suggestions as may, in the President's opinion, tend to promote the welfare and further the goals and objectives of the Society. The President shall perform such other duties as may be prescribed under these Bylaws or by the Board of Directors.
Section 3. Vice President: The duties of the Vice President shall be as delegated to him or her by the Board of Directors. The Vice President shall perform the duties of the President in the event of the President's inability to serve.
Section 4. Secretary: The Secretary shall be in charge of maintaining originals and copies of the Society's records and shall:
(a) See to the proper recording of proceedings of meetings of the Board of Directors;
(b) Annually, upon election of the new members of the Board of Directors, distribute to the Board a current, conformed set of these Bylaws;
(c) Be responsible for the proper and legal mailing of notices to the Board of Directors;
(d) In cooperation with the Vice President, monitor mail votes of the Board of Directors or the Membership, in accordance with the document "Rules for Mail Votes"
(e) Maintain records of all mail votes of the Board of Directors;
(f) Keep the seal of the Society;
(g) Maintain duplicate copies of all financial records of the Society; and
(h) Perform such other duties as may be specified by the Board of Directors.
All duties specified in this section may be delegated by the Secretary to a designated member of the Society's staff.
Section 5. Treasurer: The Treasurer shall:
(a) Collect all member dues and/or assessments;
(b) Establish and maintain proper accounting procedures and records for the handling of the Society's funds. The records of the Treasurer shall at all times be subject to inspection and verification by any Officer or other individual duly appointed by the Board of Directors for this purpose;
(c) Be responsible for keeping the funds in such banks, trust companies and/or investments as are approved by the Board of Directors;
(d) Report on the financial condition of the Society at all meetings of the Board of Directors and at other times when called upon by the Board of Directors;
(e) At the end of each fiscal year prepare an annual report which shall reflect an audit of the Society's books and records conducted by a certified public accountant;
(f) At the expiration of the term of office, deliver over to the successor all books, money, and other property in the Treasurer's charge, or, in the absence of a successor, deliver such properties to the President;
(g) Pay those bills of the Society, preferably by check, which have been approved for payment by procedures established by the Board of Directors; and
(h) Perform such other duties as may be specified by the Board of Directors.
All duties specified in this section may be delegated by the Treasurer to a designated member of the Society's staff.
ARTICLE VIII - MANAGEMENT COMMMITTEE
Section 1. Authority and Responsibility: The Society shall have a Management Committee as defined by the Texas Business Organizations Code Section 22.218. The Management Committee shall have the authority to act on behalf of the Board of Directors in all matters except those requiring a majority or greater vote including the following:
(a) Revision of these Bylaws.
(b) Revision of the Articles of Incorporation.
(c) Removal of an Officer or Director.
(d) Imposition of a penalty as provided by Article X, Section 4.
(e) Dissolution of the Society.
Any decision of the Management Committee may be amended or set aside by a majority vote of the Board of Directors.
Section 2. Composition: The voting members of the Board of Directors shall consist of all of the Board members and all of the Officers of the Society, provided however that a majority of the members of the Management Committee must be Directors. The Chairman of the Board of Directors shall serve as the Chairman of the Management Committee.
Section 3. Ex-Officio Members: Additional persons may be designated or removed as ex-officio members of the Management Committee by vote of the Committee.
Section 4. Standing Subcommittee: The Management Committee shall have a standing subcommittee called the Leadership Council which shall serve in an advisory capacity and shall not exercise in whole or in part the authority of the Management Committee. Individuals may be appointed to or removed from the Leadership Council by vote of the Leadership Council and Society membership is not a requirement for membership in this subcommittee. The Leadership Council shall select a Chairman from the Council membership, provided however that such Chairman must be a member of the Society.
ARTICLE IX - BOARD OF ADVISORS AND OTHER BODIES
Section 1. Authority and Responsibility: The Society shall have a Board of Advisors which shall serve in an advisory capacity and shall not exercise, in whole or in part, the authority of the Board of Directors in the governance of the Society. Board of Advisors members shall provide recommendations and guidance to the Board of Directors with respect to the broad, overall policies, objectives, and goals of the Society.
Section 2. Composition and Appointment: The Board of Advisors shall be composed of outstanding individuals in the fields of science, engineering, the arts, government, the press, business, law, medicine, and other professions and occupations, and individuals who have made outstanding contributions to the Society or its goals. Individuals shall be appointed to the Board of Advisors by majority vote of the Board of Directors, and shall serve for two year terms. There is no limitation on successive terms.
Section 3. Resignation: An Advisor may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Board of Directors.
Section 4. Removal: An individual may be removed from the Board of Advisors by majority vote of the Board of Directors. Written notice of such removal shall be provided to the individual, and the removal shall take effect at the time specified in the notice.
Section 5. Special Boards, Committees, and Councils: All other Boards, Committees, Councils and other subsidiary bodies of the Society, if any, not explicitly mentioned in these Bylaws are defined to be special bodies (provided, however, that chapters and organizational components thereof shall not be considered to be regular or special bodies of the Society). The Board of Directors shall appoint such special Boards, Committees, Councils and other subsidiary bodies as are necessary and which are not mentioned in nor in conflict with other provisions of the Articles of Incorporation of the Society, these Bylaws, or documents referred to by title in these Bylaws (except Robert's Rules). The duties of special bodies shall be as prescribed by the Board of Directors upon their appointment, and shall be advisory only unless specified otherwise by the Board of Directors. The membership, officers, and other organizational characteristics of special bodies may be established and altered at any time by the Board of Directors.
Section 6. Procedural Rules: Each Board, Committee, Council or other subsidiary body may determine its own rules of operations subject to these Bylaws, and documents (except Robert's Rules) referred to by title in these Bylaws.
ARTICLE X - ANNUAL MEETING
Section 1. Time and Place: The Society shall hold an annual meeting of the members as soon as practicable following the close of mail balloting for the Board of Directors and Officers election. This meeting shall be held in a online chat environment that provides authentication of persons in attendance by login with user name and password.
Section 2. Notice and Agenda: The Secretary shall provide notice and an agenda for the annual meeting at least 30 days in advance of the meeting by posting same in a prominent location on the Society's web site and by emailing a copy to all members who have provided a valid email address.
Section 3. Preparation and Inspection of List of Voting Members: The Secretary shall prepare a list of the names and addresses of all members eligible to cast a vote at the annual meeting. A copy of this list shall be provided to any member requesting same, and a copy shall be available for inspection during the annual meeting. The members eligible to vote at the annual meeting are the same as eligible to vote in the Board of Directors and Officers election.
Section 4. Quorum: Provided that the requirements of Sections 2 and 3 of this Article have been met, a quorum for the annual meeting shall be the members in attendance. If one or more of the requirements of Sections 2 and 3 have not been met, a quorum shall be ten percent of the members eligible to vote.
ARTICLE XI - BOARD OF DIRECTORS AND OFFICERS ELECTION
Section 1. Board and Officer Nominations: Any individual who is eligible for election as a Board member or Officer may be nominated for a Board or Officer position if the individual is nominated for the position by a fellow member of an officially recognized committee of the Moon Society.
Section 2. Balloting: The ballot for the Board of Directors and Officers election shall be included in (or with) the May issue of the Society's primary magazine or in a special election mailing to all members of the Society to be postmarked in May. Any individual who was a member of the Society for the entire month of May of the election year and who is otherwise eligible to vote in the Board of Directors and Officers election may vote for as many nominees for Board positions as there are open positions, and for one (1) nominee for each of the Officer positions. Ballots must be received by the Secretary of the Society by August 1 of the election year to be counted. If there are more eligible nominees for Board positions than there are open positions, those eligible nominees receiving the most votes, up to the number required to fill the available positions, shall be elected. If the number of eligible nominees is equal to or fewer than the number of open positions, then those eligible nominees shall be elected. In the event of a tie vote for an office or a position on the Board of Directors, the outgoing Board of Directors shall break the tie by majority vote.
Section 3. Campaign and Election Rules: Rules concerning campaigning and conduct of the annual Board of Directors and Officers election, in addition to those given in these Bylaws, shall be maintained by the Board of Directors in a document to be called "Election Rules".
Section 4. Penalties: Violations of the rules set forth in "Election Rules," the Society's Articles of Incorporation or these Bylaws, or the laws of the State of Texas for non-profit corporations, by or on behalf of nominees for the Board of Directors or Officers, may be considered by the Board of Directors as cause for disqualification of any nominee from being elected to office in such election. Upon receiving a report of such violation, the Board of Directors, but only by majority vote of those members not being considered for disqualification nor currently running in the relevant election, may disqualify such nominee. Disqualification proceedings must be completed within six months after the votes are counted. In the event of disqualification of a nominee, then that nominee shall be declared ineligible for election. If the disqualification occurs after the relevant election then the member of the Board of Directors or Officer who has been disqualified shall be removed from the position. If the position is on the Board of Directors, then the eligible nominee (if any) who has a sufficient number of votes to have been elected given one additional Board position shall fill the position on the Board thus vacated. If the position is an Officer's position, then the nominee (if any) who has received the second- largest number of votes shall fill the position.
ARTICLE XII - GENERAL
Section 1. Board, Committee and Council Rules: Unless otherwise noted in the rules for an individual Board, Committee, or Council, the following rules apply to all Boards, Committees, and Councils. For brevity the term Body will be used to refer interchangeably to a Board, Committee, or Council, and the terms Member, Voting Member and Ex-officio Member will be used to refer respectively to all members of the Body, voting members of the Body, and non-voting members of the Body.
(a) Quorum: At any meeting of a Body, one-half of the Voting Members of the Body shall constitute a quorum for the transaction of the business of the Society. The vote required for the Body to act is (a) more than half of the Voting Members present at a face-to-face or on-line meeting in which a quorum is present, or (b) in the case of a mail vote, more than half of the Voting Members who vote in a vote by mail in which at least half of the Voting Members vote, including abstentions. (Provided, however, that wherever the Articles of Incorporation, the Bylaws, or documents referenced by title therein, except Robert's Rules, require a majority or two-thirds vote, such requirement shall be deemed to mean a majority or two-thirds vote of the entire Voting Members of the Body).
(b) Call and Notice of Meetings: Regular meetings of the Body shall be as specified in these Bylaws or as adopted from time-to-time by a majority vote of the Body. Special meetings of the Body may only be called by the Chairman individually, or by the Chairman or the Secretary upon receipt of a written (printed or electronic) request by a majority of the Body to the Chairman or the Secretary. Notice of all meetings of the Body shall be issued by the Secretary of the Body. Notice requirements are as follows:
For face-to-face meetings and voting by postal mail: Notice shall be sent by first class mail, or air mail in the case of Member not residing in the United States, to the last known address of each member of the body, not less than 40 days before the date of the meeting. The notice shall specify the time and location of the meeting, and in the case of a special meeting, the exact text of any question proposed to be voted on at the meeting.
For telephone and online chat meetings, or voting by email: Notice shall be sent by electronic means no less than 10 days before the date of the meeting, or by postal mail no less than 40 days before the date of the meeting. When notice is sent by electronic means, verification of receipt by the member is required. Verification may be by reply to the email providing notice, or by telephone conversation with a person providing notice. The notice shall specify the time and location of the meeting, and in the case of a special meeting, the exact text of any question proposed to be voted on at the meeting.
(c) Voting: A Voting Member's vote and right to be counted as part of a quorum shall not be delegated to another nor exercised by proxy.
(d) Order of Business at Meetings: The latest edition of ROBERT'S RULES OF ORDER, NEWLY REVISED shall govern all procedures during a meeting of the Society or Body of the Society on any point not covered by these Bylaws, documents (except Robert's Rules) referred to by title in these Bylaws, or rules of order passed in accordance with these Bylaws. Robert's Rules are not applicable and consequently shall play no role in the governance of mail votes.
(e) Approval of Minutes: The minutes of any meeting of any Body of the Society may be approved by an act of the Body in question.
(f) Voting By Mail: Each Body may vote by mail in accordance with these Bylaws and the "Rules for Mail Votes", which document shall be maintained by the Board of Directors and which may be amended only by majority vote of the Board of Directors.
(g) Ex-Officio Membership: An ex-officio member of any Body of the Society shall have no voting powers within that Body and shall not have the right to be counted as part of a quorum at meetings of that Body. An ex-officio member of any Body of the Society shall for that Body have all other privileges and powers of a voting member, including but not limited to the right to receive notice of all meetings, the right to attend all meetings and join in discussions, and the right to receive all mail correspondence of the Body including copies of motions to be voted on by mail. Individuals may be made ex-officio members of any Body of the Society, except for the Board of Directors and the Nominations Committee, by the same procedures as would be used for voting members and may be removed from any Body by the same procedures as would be used for voting members of the Body in question. In addition, ex-officio members may be added to any Body by majority vote of those in the Body in question who have the right to vote.
(h) Delegation of Authority: Any Body of the Society established by these Bylaws may delegate authority to one or more individuals, except that under no circumstances may authority be delegated for any matter which requires, by the terms of the Articles of Incorporation, the Bylaws, or any document referred to by name therein (except Robert's Rules) a majority or greater vote for the Body in question to act.
(i) Amendment of Decisions: The decision of any individual or Body of the Society authorized by these Bylaws to render such a decision shall be deemed to be valid and binding, unless and until such decision is amended by either the individual or Body that rendered the decision, or by another individual or Body that has the requisite authority, pursuant to these Bylaws, to amend the decision, such as, in the case of a decision by the President, an amendment by the Board of Directors. Such amendment shall not relieve the Society of any obligation incurred as a result of acting upon the original decision prior to the amendment.
(j) Compensation: Members of a Body shall not receive any compensation for their services unless explicitly stated in the rules for the Body, but the Board of Directors may, by resolution, authorize a policy that provides for fair and reasonable reimbursement of expenses incurred by Members in the performance of their duties. Reimbursable expenses shall be budgeted and the budget approved by the Treasurer and the President, prior to being incurred. Nothing herein shall preclude a Member from serving the Society in any other capacity not related to membership in a Body and receiving fair and reasonable compensation for such services.
(k) Conflict of Interest: A member of a Body may not authorize or vote in any Body of the Society, in favor of a payment by the Society to him or herself, for any reason including wages and reimbursement of expenses.
Section 2. Audit: The accounts of the Society shall be audited not less than annually by a Certified Public Accountant who shall be appointed by the Board of Directors and who shall provide a report to the Board of Directors.
Section 3. Fidelity Bond: All officers, employees, and agents handling funds or property of the Society shall be covered by fidelity bond in such amount and on such terms as the Board of Directors may determine; such bond to be purchased at the Society's expense.
Section 4. Fiscal Year: The fiscal period of the Society shall be prescribed by the Board of Directors, provided, however, that the designation of the fiscal period shall at all times be in compliance with the laws of the State of Texas and the Internal Revenue Code.
Section 5. Budget: The Board of Directors shall adopt in advance of the next fiscal period an annual operating budget covering all activities of the Society.
Section 6. Seal: The Board of Directors may adopt a common seal for the Society, to be in such form and to be used in such manner as the Board shall direct. No deed or other instrument of the Society otherwise duly authorized and executed shall be held or deemed invalid for want of a seal.
Section 7. Indemnification of Officers, Directors, and Staff: Every Director, Officer, or employee of the Society shall be indemnified by the Society against all expenses and liabilities, including counsel fees, reasonably incurred or imposed on such Director, Officer, or employee in connection with any proceeding to which such Director, Officer, or employee may be made a party, or in which such Director, Officer, or employee may become involved, by reason of such Director, Officer, or employee being or having been a Director, Officer, or employee at the time of the acts or omissions which formed the basis of the proceeding, except in such cases wherein the Director, Officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of the duties of the office in relation to the subject matter of the proceeding (provided, however, that in the event of settlement the indemnification herein shall apply only when the Board of Directors approves, by majority vote, such settlement and reimbursement as being in the best interest of the Society). The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director, Officer, or employee may be entitled.
Section 8. Slander and Libel: If any current or former Officer, employee, or member of the Board of Directors is a victim of libel and/or slander which is related to the individual's association with the Society, then expenses associated with legal action against those guilty of libel or slander, over and above compensation obtained through legal action, shall be payable by the Society to the extent approved as being in the best interests of the Society by majority vote of the Board of Directors.
Section 9. Construction: Wherever the context of these Bylaws requires, the masculine shall be read in the feminine, and the singular shall be read in the plural, and vice versa. The side headings in these Bylaws are utilized for convenience only, and should not be read or interpreted as limiting or modifying the express provisions of these Bylaws.
ARTICLE XIII - AMENDMENTS
Section 1. Amendment Procedure: The Bylaws may be amended or repealed only by the following procedures which require a two-thirds vote of the Board of Directors or a majority vote of the Board of Directors followed by a majority vote of the eligible members of the Society who vote. Notice, including the exact wording of any Bylaws amendment to be considered, shall be sent in writing to the members of the Board of Directors not less than forty (40) nor more than sixty (60) days prior to any meeting at which such a Bylaws amendment is to be considered and voted on by the Board of Directors. Mail votes on amendments shall be conducted in accordance with the document "Rules for Mail Votes". A member shall be eligible to vote on the proposed amendment only if continuously a member during the entire month of the date of mailing of the issue of the Society publication or mail communication used to present the amendment to the members for purposes of a vote.
Section 2. Amendment Proposals: Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of fifty (50) members addressed to the Secretary.
ARTICLE XIV - DISSOLUTION AND USE OF FUNDS
Section 1. Use of Funds: The Society shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of the Society.
Section 2. Distribution of Funds: On dissolution of the Society any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations, which is recognized as a tax exempt corporation pursuant to the Internal Revenue Code, to be selected by the Board of Directors.