ARTICLES OF ASSOCIATION
Article I. Name
The name of this association shall be the Southwestern Center for Herpetological Research, hereafter referred to as “SWCHR”.
Article II. Purpose and Objectives
Section 1 Purpose – The SWCHR is an unincorporated non-profit association created under the provisions of the Texas Uniform Unincorporated Non-profit Association Act, Chapter 252 of the Texas Business Organizations Code (BOC). Said association is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. (Amended June 7, 2013)
Section 2 Objectives – The objectives of the SWCHR are:
- To promote education of SWCHR members and the general public relating to the natural history, biology, taxonomy, conservation and preservation needs, field research, and captive propagation of the herpetofauna indigenous to the American Southwest;
- To promote and support research and scientific study of herpetological species native to the American Southwest as a means to broaden professional knowledge of the various taxa and their ecological role throughout the American Southwest;
- To disseminate scientific information and knowledge relating to the herpetofauna of the American Southwest to SWCHR members and the general public via the SWCHR web site and by other means;
- To provide the best possible science concerning herpetological issues to regulatory and legislative bodies at the local, state and federal levels of government;
- To promote and support legitimate and responsible herpetocultural activities throughout the American Southwest by hobbyists and naturalists as a means to increase the body of knowledge of native species; (Amended June 7, 2013)
- To stimulate collaboration and encourage cooperation between all herpetologists (including academic, professional, wildlife agency, avocational, and hobbyist) throughout the American Southwest.
Article III. Offices
The principal office of the SWCHR in the State of Texas is located in the city of Seguin, Guadalupe County, Texas. The SWCHR may have such other offices either within or outside the State of Texas and the principal office of the SWCHR may be moved to another location either within or outside the State of Texas as the Board of Directors may determine or as the affairs of SWCHR may require.
(Amended July 17, 2011)
Article IV. Registered Office and Registered Agent
The SWCHR shall maintain on file with the Office of the Texas Secretary of State a Registered Office and a Registered Agent whose address is the same as the Registered Office of the SWCHR. The Registered Office must be in the State of Texas and may or may not be identified with the Principal Office of the SWCHR, and the Board of Directors may change the address of the Registered Office from time to time.
Article V. Membership
Section 1. Membership in the SWCHR is open to all individuals having an interest in the herpetofauna of the American Southwest and who support the purpose and objectives of the SWCHR. Memberships may be obtained by making application to the Executive Director and payment of dues;
Section 2. Classes of membership and the attendant rights and privileges of each class are set forth by the SWCHR’s Board of Directors as follows: Regular Member, Student (under 18 with current school ID), Member, Collegiate (with copy of current college student ID) Member, Family Membership (covers husband, wife and all children under 18), and Life Member. Regular, Collegiate, and Life Members are entitled to any and all rights, privileges, and benefits that the SWCHR affords the general membership. Student Members have the same rights, privileges, and benefits as Regular, Collegiate, and Life members except that they do not vote and cannot hold office. Family Membership provides the same rights, privileges, and benefits to both Parents as Regular, Collegiate, and Life Members have, while children have the same rights, privileges and benefits as Student Members;
Section 3. Two (2) additional classes of memberships have been created and will be available only thru August 31, 2010. Charter Memberships and Charter Life Memberships are available to those individuals who became members at the time that the SWCHR was organized as a non-profit association. Charter members and Charter Life members have the same rights, privileges, and benefits as Regular members and Life Members;
Section 4. The Board of Directors may bestow Honorary Life memberships on individuals who have made notable contributions to the herpetology of the American Southwest, or to members who have made worthwhile and notable contributions to the SWCHR. Honorary Life Members have the same rights, privileges, and benefits, as do regular members. Honorary Life members do not pay dues;
Section 5. Membership in the SWCHR is not transferable to another individual;
Section 6. The Board of Directors may deny membership to any person found to have been convicted of a local, state or federal wildlife law violation involving herpetological species. The Board of Directors will decide these cases on an individual basis taking into consideration the seriousness of the offense, the length of time passed since the offense and other mitigating circumstances;
Section 7. The SWCHR does not discriminate on the basis of sex, race, creed, religion, physical or mental ability, or national origin.
Article VI. Registered Guests
In addition to the various classes of membership described in Article V, the SWCHR has “Registered Guests” who upon free registration may access and post only to specific sections of the forums on the SWCHR website. “Registered Guests” do not pay dues and are not members of the SWCHR and therefore do not have the rights and privileges of membership.
Article VII. Dues
Section 1. The SWCHR’s Board of Directors establishes dues for all classes of membership:
Regular Member $ 35.00
Student Member (under 18 with a copy of current school ID) $ 10.00
Collegiate Membership (requires copy of current college ID) $ 25.00
Family Membership (covers husband, wife, & children under 18) $ 50.00
Life Member $250.00
Charter Member (not available after August 31, 2010) $ 25.00
Charter Life Member (not available after Aug.31, 2010) $200.00
Section 2. A member (other than a Life Member) is considered in good standing for a period of 12 consecutive months following payment of dues;
Section 3. A member in arrears for payment of dues for a period of two (2) months after conclusion of a current membership year shall be dropped from the SWCHR’s membership roll. An individual with a Charter Membership that has expired and lapsed beyond this two (2) month grace period may not be reinstated as a Charter Member, but must rejoin as a Regular member; (Amended June 7, 2013)
Section 4. The amount of the annual dues may be changed as the needs of the SWCHR change by a simple majority vote of the Board of Directors;
Section 5. All SWCHR officers and directors shall be members in good standing pursuant to the provisions of Section 3 above during their elected or appointed tenure, otherwise they shall be deemed to have vacated the office or directorship to which they were elected or appointed.
Section 6. Any member in good-standing whose membership comes due for renewal while the member is serving in the armed forces of the United States and is at that time deployed overseas may request and is entitled to receive a waiver of dues for the membership year following deployment. This dues waiver may be renewed from year to year upon request for the duration of the member’s overseas deployment.
Section 7. When dues are paid for renewal of a membership, the effective renewal date shall be the date that the expiring membership ends and not the date that the dues are actually paid for the renewed membership. (Amended July 17, 2011)
Article VIII. Fiscal Year
The fiscal year for the SWCHR shall follow the calendar year from January 1st through December 31st.
Article IX. Board of Directors
Section 1. The SWCHR’s Board of Directors shall consist of the following elected officers: President, Vice-President, and six (6) Board Members at Large. In addition to these elected officers, the Immediate Past President, having completely served out his/her current term as President shall continue to serve on the Board of Directors until such time as he/she is replaced by the next outgoing President; (Amended December 6, 2014)
Section 2. The elected officers and board members shall be elected by the SWCHR’s general membership and shall serve two-year terms beginning on January 1st following their election;
Section 3. The Nominating Committee shall prepare a slate of officers to be presented for consideration by the general membership during the month of December of even-numbered years. Any SWCHR member in good standing who is qualified to vote shall be eligible for nomination for any elected office. Voting may take place during a general membership meeting, by mail, email, or other means to be determined by the Board of Directors; (Amended July 17, 2011)
Section 4. Elected officers of the SWCHR shall be eligible for re-election with no limitations on the number of terms they may serve;
Section 5. No SWCHR member may hold two (2) elected offices at the same time;
Section 6. If any elected office becomes vacant by reason of death, resignation, removal, disqualification, or other reason, the Board of Directors may fill that position by appointment for the remaining portion of the term;
Section 7. All elected officers and directors of the SWCHR shall serve without compensation. Elected officers and directors may be reimbursed for some direct expenses incurred in the performance of their official duties providing sufficient funds are available and the request for reimbursement is made and approved by the Board of Directors in advance; (Amended July 17, 2011)
Section 8. All elected officers and directors of the SWCHR must remain members in good standing during their tenure as officers and board members.
Article X. Duties of Board Members
Section 1. President – As the principal officer of the SWCHR, the President’s duties include oversight of the Board of Directors, presiding over all meetings of the Board of Directors and any general membership meetings, acting as the principal spokesperson representing the SWCHR before various forums, boards and other public bodies, providing direction, guidance, and insight to the Board of Directors and SWCHR, making committee chairperson appointments, and serving as the chairperson on some SWCHR committees;
Section 2. Vice-President – The Vice-President assists the President in the performance of his duties and in the absence of the President or in the event of his inability or refusal to act. The Vice-President shall perform the duties of the President and when so acting shall have all the power of and be subject to the same limitations as the President. The Vice-President also serves as the chairperson on some SWCHR committees as assigned by the President;
Section 3. Board Members at Large – The six (6) Board Members at Large shall assist the other elected officers with their duties, they shall provide input in the drafting of policy, and may chair various SWCHR committees as assigned by the President; (Amended December 6, 2014)
Section 4. Immediate Past President – Upon leaving office, each outgoing President having completely served out his or her current term of office automatically assumes the office of Immediate Past President and remains as a voting member of the Board of Directors until being replaced by the next outgoing President. The Immediate Past President my assist other elected officers with their duties and may serve as the chair of some SWCHR committees as appointed by the President; (Amended June 7, 2013)
Section 5. Any officer or board member who fails to attend or in some way participate in an acceptable manner at least half of all regular and special Board of Directors meetings during a fiscal year without reasonable excuse may besubject to removal from office by a majority vote of the Board of Directors.
(Amended June 7, 2013)
Article XI. Executive Director
Section 1. The Executive Director is appointed by and serves at the will of the Board of Directors;
Section 2. The Executive Director is a staff position responsible for overseeing and managing the day-to-day operations of the SWCHR including processing of membership applications, collecting dues, issuing membership cards/certificates, maintaining membership records including the names and addresses of all members, keeping accurate accounts of all expenditures and receipts, making bank deposits, handling correspondence with members, handling routine telephone and email inquiries from members and the general public. The Executive Director pays the SWCHR’s bills, prepares an annual financial statement for the Board of Directors, participates in all meetings of the Board of Directors and offers constructive suggestions but does not have a vote at Board meetings. The Executive Director also oversees and is responsible for the operation of the SWCHR’s website and performs other miscellaneous duties as requested by the Board of Directors and may act as a spokesman for the SWCHR. In addition, the Executive Director shall be responsible for preparing and distributing meeting notices and agendas to the Board Members prior to any meeting of the Board of Directors and for preparing and maintaining the minutes of all Board meetings; (Amended May 30, 2014)
Section 3. The Executive Director shall serve without compensation. However, the Executive Director may be reimbursed for some direct expenses incurred in the performance of his/her official duties providing sufficient funds are available and the request for reimbursement is made and approved by the Board of Directors in advance; (Amended July 17, 2011)
Section 4. The Executive Director must be a member in good standing in the SWCHR at the time of his appointment and must remain a member in good standing during his or her tenure as Executive Director;
Section 5. The Executive Director, if so requested by the Board of Directors shall furnish, at the expense of the SWCHR, a bond for the faithful discharge of his or her duties in such sum and with such surety as the Board of Directors may determine;
Section 6. The Executive Director may appoint non-paid volunteer staff members to serve as moderators for the forums on the SWCHR web site, assist with website and other Internet operations, to serve as editor for SWCHR publications, and other such duties. All volunteer staff members must be members in good standing at the time of their appointment and remain members in good standing during the tenure of their appointment. (Amended May 30, 2014)
Article XII. Meetings of the Board of Directors
Section 1. The Board of Directors shall meet at least once every 6 months with the date, time, and location of such meetings being determined by the President. Board of Directors meetings may be convened at a specified location with participants attending in person, or via telephone conference call, video conferencing, chat room conferencing, or via any other technology that is acceptable to the Board of Directors;
(Amended July 17, 2011)
Section 2. Special meetings of the Board of Directors may be called as necessary by the President or by a simple majority of the Board of Directors;
Section 3. A simple majority of the Board of Directors shall constitute a quorum for all Board meetings. A simple majority vote by the Board of Directors present at a meeting shall be sufficient to pass any motion, except as otherwise provided in Article XIX Sec.2.
Article XIII. Organized Activities and Events
Section 1. From time to time the SWCHR may conduct organized SWCHR sanctioned activities and events in the form of general membership meetings, field meetings, field surveys, conferences and other such events as the Board of Directors may deem appropriate;
Section 2. General membership meetings may be called only by the President;
Section 3. Field meetings, field surveys, conferences, and other such activities are planned and coordinated by the Chairperson and members of the Activities and Events Committee with the approval of the Board of Directors;
Section 4. The Board of Directors may assess a reasonable individual registration fee for SWCHR sanctioned activities and events to help off-set the SWCHR’s cost of providing such activities and events;
Section 5. Participation in SWCHR sanctioned events is restricted to members in good standing;
Section 6. Pursuant to Article XV Sec. 2-3, the SWCHR, its officers, Executive Director, directors, and members shall not be responsible in the event of personal injury or loss sustained by any SWCHR member during SWCHR sanctioned activities and events.
Article XIV. Funds
Section 1. The SWCHR’s primary source of funding is from the membership in the form of annual dues, and from donations, gifts, and grants;
Section 2. The Executive Director shall deposit all monies received by the SWCHR into the SWCHR’s bank account at a financial institution approved by the Board of Directors;
Section 3. The Executive Director shall expend funds from the SWCHR’s bank account to pay the SWCHR’s bills and operating expenditures as approved by the Board of Directors;
Section 4. Both the Executive Director and the President are authorized to sign checks on behalf of the SWCHR;
Section 5. Records relating to SWCHR funds shall be open to inspection by any member of the SWCHR at anytime.
Article XV. Liability of Officers, Directors, and Members
Section 1. The officers, directors, Executive Director, and members of the SWCHR are not individually liable for the tort and contract liabilities, or obligations of the SWCHR pursuant to Sec. 252.006 of the Texas Business Organizations Code (BOC);
Section 2. The SWCHR, its officers, Executive Director, directors, and members, while acting in the name of the SWCHR in the conduct of SWCHR business, shall not be responsible in the event of personal injury or loss sustained by any member of the SWCHR;
Section 3. To implement the intent of Section 2 of this article, each officer, director, Executive Director or member upon making application for membership shall sign a waiver releasing the SWCHR, its officers, Executive Director, directors, and members from responsibility for personal injury or loss at SWCHR sponsored activities.
Article XVI. Committees
Section 1. The SWCHR has the following standing committees:
Awards and Grants Committee
Activities and Events Committee
(Amended May 30, 2014)
Section 2. The President as necessary may create additional standing or ad-hoc committees;
Section 3. All committees shall be chaired by an elected or appointed officer, director, or member appointed by the President. Each Committee Chairperson shall appoint other committee members from the general membership of the SWCHR. All persons appointed to serve on committees must be members in good standing at the time of their appointment and for the tenure of their committee service. The President shall require all Committee Chairs to render a report once each year showing what activities their respective committees have undertaken and engaged in during the year. (Amended May 30, 2014)
Article XVII. General Prohibitions
Section 1. No part of the funds of the SWCHR shall go to the benefit of any officer, director, or member of the SWCHR. However, this section shall not otherwise prohibit any officer, director, or member of SWCHR from participating in and receiving any type of award in any type of competition sponsored by the SWCHR such at photographic competitions, grants, and scholarships providing that members of the general public have equal opportunities to participate in and win such competitions. Further, this section shall not prohibit any officer, director, or member from being reimbursed for direct expenses incurred in the performance of his/her official duties providing such reimbursement has been approved by the Board of Directors; (Amended July 17, 2011)
Section 2. The SWCHR shall not endorse, contribute funds to, or in any way publicly support any candidate for any public office;
Section 3. No member of the SWCHR other than its Board of Directors, officers, and Executive Director shall have the authority to act in the name of or represent the Southwestern Center for Herpetological Research, unless specifically authorized by the Board of Directors.
Article XVIII. Sanctions and Disciplinary Action
Section 1. Any member, officer, or director may be expelled, suspended, and/or placed on probation, as determined by the Board of Directors, for conduct as follows:
- Any violation of the SWCHR Articles of Association,
- Conviction of any local, state, or federal wildlife law violation that could be punishable by incarceration,
- Engaging in other conduct that might discredit the SWCHR.
(Amended July 17, 2011)
Section 2. The Board of Directors will decide these cases on an individual basis taking into consideration the seriousness of the offense, prior convictions for herp related wildlife laws and other mitigating circumstances;
Section 3. Any member, officer, or director to be disciplined under this section shall have the right, within thirty (30) days of notification of the pending discipline, to appeal, in writing to the Board of Directors. The appeal shall be reviewed and considered by the Board of Directors within thirty (30) days of receipt of the member’s written appeal. The member shall be notified on writing of the Board of Directors’ final decision;
Section 4. Any member, officer, or director who has been expelled or suspended from membership shall no longer be considered as a member in good standing and shall not be allowed to participate in SWCHR sanctioned events, meeting or other activities until such time as his or her membership status has been restored.
Article XIX. Amendments and Resolutions
Section 1. Amendments to the Articles of Association and resolutions may be proposed by any member of the Board of Directors or may be proposed to the Board of Directors or by the Executive Director. In addition, such amendments may be proposed for consideration to the Board of Directors in writing by at least six (6) adult members of the SWCHR who are in good standing;
Section 2. Proposed amendments to the Articles of Association and proposed resolutions will be considered and voted on by the Board of Directors. Amendments made to the Articles of Association and resolutions require a three-quarters (¾) majority vote of Board Members present to pass;
Section 3. A copy of any resolution adopted shall signed by all board members present or participating in the board meeting when the vote was taken. Signed resolutions shall be maintained on file at the office of the Executive Director. Language from any amendments to the Articles of Association adopted by the Board of Directors shall be incorporated into the appropriate sections of the existing Articles of Association with a reference to the date of adoption. (Amended May 30, 2014)
Article XX. Dissolution
Upon dissolution of the SWCHR, all assets remaining shall be distributed to another non-profit organization with a compatible mission and objectives that is qualified for exemption from income tax under Section 501(c)(3) of the Internal revenue Code of the United States. The choice of the recipients of such assets shall be determined by a simple majority decision of the Board of Directors.
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We, the undersigned natural persons, all of the age of eighteen or older and acting as the founding members of the Southwestern Center for Herpetological Research, (SWCHR) an unincorporated non-profit association hereby approve and adopt the above Articles of Association for the SWCHR on this the 19th day of June, 2010.
Tom Lott Gerald Keown
Hans F. Koenig Toby Brock
Todd Hughes Jason Penney
Diego Ortiz Terry Cox
Riley Campbell Damon Salceies
John Williams Bill White
(Original signed document is on file at the office of the Executive Director)