The SCMA
The SCMA Bylaws
Bylaws of the
Southwest Celtic Music Association
(As amended July 29th 1986, January 8th 1992, July 9th 2003, November 12th 2008 and November 2nd 2017)
A Non-Profit Corporation
Address: 233 Yorktown St., Dallas, TX, 75208
(Amended November 2nd, 2016 at a meeting of the Board of Trustees by a majority of Trustees in office.)
Article I
Offices
Principal Office
1.01 The principal office of the Association in the state of Texas shall be located in the County of Dallas. The Association may have such other offices, within or without the State of Texas, as the Board of Trustees may determine or as the affairs of the Association may require from time to time. (Amended January 8th, 1992 at a meeting of the Board of Trustees by a majority of Trustees in office.)
Registered Office and Registered Agent
1.02 The Association shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with the registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Association in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Trustees.
Article II
Members
2.01 Membership in this Association shall be open to all organizations (business and non-profit) and individuals who are interested in traditional Celtic music, dance, and/or culture. Membership is achieved by making application to the association and by the payment of dues as may be established by the Board of Trustees. (Amended January 8th 1992 at a meeting of the Board of Trustees by a majority of Trustees in office.)
2.02 Classification of memberships shall be as follows:
A. Membership – One or more immediate family members residing in the same household. (Amended February 5th 2003 at a meeting of the Board of Trustees by a majority of Trustees in office.)
B. Organizational Membership – Any organization recognized and approved by the Board of Trustees.
C. Patron Membership – Individual, family, or organization requesting this classification.
D. Sponsor Membership – Same definition as for Patron.
E. Lifetime Membership – Any of the above memberships that shall remain a member as long as they shall (live) exist. (Amended January 8th 1992 at a meeting of the Board of Trustees by a majority of Trustees in office.)
2.03 Active members shall receive benefits and rights as determined by the Board of Trustees. (Amended January 8th 1992 at a meeting of the Board of Trustees by a majority of Trustees in office.)
Article III
Meetings of Members
Annual Meeting
3.01 An annual meeting of the members shall be held on the last Saturday of September each year, beginning with the year 1985, at the hour of 10 o'clock, a.m., for the transaction of such business as may come before the meeting. If the day fixed for the annual meeting shall be on a legal holiday in the State of Texas, such meeting shall be held on the next succeeding business day.
Special Meeting
3.02 Special meetings of the members may be called by the President of the Board of Trustees.
Place of Meeting
3.03 The Board of Trustees may designate any place, either within or without the State of Texas, as the place of the meeting for any annual meeting or for any special meeting called by the Board of Trustees. If no designation is made or if a special meeting be otherwise called, the place of the meeting shall be the registered office of the Association in the State of Texas.
Notice of Meeting
3.04 No notice of annual meetings shall be required.
Quorum
3.05 The members holding 50% of the votes which may be cast at any meeting shall constitute a quorum at such meetings. If a quorum is not present at any meeting of members, a majority of the Trustees present may adjourn the meeting from time to time without further notice.
Proxies
3.06 At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided by the proxy.
Voting
3.07 Only active members sixteen (16) years of age or older may vote in an election or referendum. (Amended January 8th 1992 at a meeting of the Board of Trustees by a majority of Trustees in office.)
Conduct of Meetings
3.08 Meetings shall be conducted in an orderly and efficient manner according to procedure decided upon by the Board of Trustees. (Amended January 8th 1992 at a meeting of the Board of Trustees by a majority of Trustees in office.)
Article IV
Board of Trustees
General Powers
4.01 The affairs of the Association shall be managed by its Board of Trustees. Trustees need not be residents of Texas but must be members of the Association. (Amended January 8th 1992 at a meeting of the Board of Trustees by a majority of Trustees in office.)
Number, Tenure and Qualifications
4.02 The number of Trustees of the Association shall be
fixed by the Board of Trustees which number shall not be less than five (5) and
shall include any Chapter Presidents. Each trustee shall hold office for three
(3) years or until his or her successor shall be elected and qualified. Where
possible, terms shall be on a rotating schedule such that only four (4)
positions shall be eligible for election each year.
(Amended January 8th,
1992 at a meeting of the Board of Trustees by a majority of Trustees in
office.) (Amended again July 9th 2003 at a meeting of the Board of
Trustees by a majority of Trustees in office.) (Amended again May 7th 2008 at
a meeting of the Board of Trustees by a majority of Trustees in office.) (Amended
again August 5th 2009 at a meeting of the Board of Trustees by a
majority of Trustees in office.)
Nominations and Elections
4.03 Not less than (90) days prior to the annual meeting, the President shall announce the election period for selecting members of the Board of Trustees. The President shall appoint an election committee and name a Chair of the committee. Candidates for the Board of Trustees shall be current members of the Association in good standing. A member of the Association may nominate themselves as a candidate, or they may be nominated by another member. The nomination does not require a second. The person nominated shall be knowledgeable and resourceful relative to the purposes of the Association. These nominations must be received no later than forty-five (45 days) in advance of the annual meeting. Those nominated shall inform the President of their acceptance of this nomination, and his or her willingness to serve if elected. Member names received after the nomination period shall have ended are invalid and not eligible for the current election cycle. (Amended June 4th 2012 at a meeting of the Board of Trustees by a majority of Trustees in office.)
4.04 Each election cycle year, the nominations shall be totaled and certified by the Secretary of the Association and/or the Membership Chair of the Association as to the qualification status of the nominated member. Membership dues must be current before the candidate can be certified. If the number of candidates exceeds the number of available Trustee positions, ballots shall be prepared by a Committee appointed by the President, and said ballot mailed to the general membership. Ballots shall be mailed to the membership no less than thirty (30) days before the date of the annual meeting. The ballots shall be returned before the start of the annual meeting to an address shown on the ballot, and those arriving late will be declared invalid. Hand carried ballots shall be presented before the start of the annual meeting, or they shall be deemed invalid. (Amended June 4th 2012 at a meeting of the Board of Trustees by a majority of Trustees in office.)
4.05 At the end of the nomination period, if the number of qualified nominees is equal to or fewer than the number of available positions, no formal election vote shall be required. The Election Chair shall notify the President that the candidates and available positions are either equal, or there are fewer candidates than available positions. The President shall notify the remainder of the Board of Trustees that no further election vote is required. The nominated slate shall be deemed elected. The newly elected or returning Trustees shall not begin their new term until they are formally announced by the President at the annual meeting. (Amended June 4th 2012 at a meeting of the Board of Trustees by a majority of Trustees in office.)
4.06 Presidents of Chapter Boards of Directors, elected by their membership, shall automatically serve on the Board of Trustees and shall hold office for their elected term or until his or her successor shall be elected and qualified.
Resignation
4.07 Any Trustee may resign by giving written notice at the President. The resignation shall be effective at the next meeting of the Board of Trustees.
Removal
4.08 Trustees may be removed from office by a majority of the Board at any time for cause, including lack of attendance or participation, when it is believed the best interest of the Association would be served by such removal.
Vacancies
4.09 Any vacancies shall be filled by the affirmative vote of the majority of the remaining Trustees. The new Trustee shall serve the remainder of the unexpired term of the vacant position. Should the vacancies be the result of Chapter President removals, resignations or deaths, Chapter elections shall be held as soon as possible to elect their successors.
Regular Meetings
4.10 A regular annual meeting of the Board of Trustees shall be held without other notice than this bylaw, immediately after, and at the same place as the annual meeting of members. The Board of Trustees may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution.
Special Meetings
4.11 Special meetings of the Board of Trustees may be called by or at the request of the President or a majority of the Board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them.
Notice
4.12 Notice of any special meeting of the Board of Trustees shall be given at least five (5) days previously thereto by written notice delivered personally or send by mail or email to each Trustee at his address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Trustee may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws. (Amended July 9th 2003 at a meeting of the Board of Trustees by a majority of Trustees in office.)
Quorum
4.13 A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice. A Trustee voting by proxy shall not be counted toward a quorum.
Manner of Acting
4.14 The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by law or by these bylaws.
Compensation
4.15 Trustees as such shall not receive any stated salaries for their services, but by resolution of the Board of trustees a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Trustee from serving the Association in any other capacity and receiving compensation therefore.
Informal Action by Directors
4.16 Any action required by law to be taken at a meeting of Trustees, or any action which may be taken at a meeting of Trustees, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Trustees.
Voting
4.17 A Trustee may vote at a meeting of the Board in person or by proxy executed in writing. At the discretion of the President or Vice President a motion may be put to the board for electronic voting outside of a board meeting. The secretary shall send out the final wording of the motion and acknowledge the maker and member seconding the motion. The secretary shall receive and tally the voting. The secretary will notify the President and other board members of the result and closure of the tally when a plurality of the entire board has registered as either in favor or against the motion. (Amended July 9th 2003 at a meeting of the Board of Trustees by a majority of Trustees in office.)
Associate Trustee
4.18 The Board of Trustees shall from time-to-time by a majority vote of a quorum present appoint SCMA Members to serve as Associate Trustees. The elected Board of Trustees may appoint as many Associates as they deem necessary. Associate Trustees will serve one year appointments and serve at the pleasure of the elected Board. Associates may be dismissed by a two-thirds majority vote of the Board of Trustees. An Associate's appointed term of office shall run during the Board Calendar year for which they are appointed, and end at the Annual Meeting of that year. They may be re-appointed on a yearly basis without limit of terms. (Amended November 12th 2008 at a meeting of the Board of Trustees by a majority of Trustees in office.)
4.19 Associate Trustees must maintain active membership in the SCMA. The Associates may serve as heads of committees, represent the SCMA at public or private functions, and perform other assigned tasks directed by the SCMA President or members of the Board of Trustees. Associates may take part in SCMA meeting discussions, but are not eligible to vote on any issue. (Amended November 12th 2008 at a meeting of the Board of Trustees by a majority of Trustees in office.)
4.20 The elected SCMA Board of Trustees can not delegate or relinquish to the appointed Associate Trustees any of the obligations or duties that are required of them under the Bylaws. (Amended November 12th 2008 at a meeting of the Board of Trustees by a majority of Trustees in office.)
Article V
Officers
Officers
5.01 The officers of the Association shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Trustees), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Trustees may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Trustees. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Election and Term of Office
5.02 The officers of the Association shall be elected annually by the Board of Trustees at the regular annual meeting of the Board of Trustees. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New officers may be created and filled at any meeting of the Board of Trustees. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified.
Removal
5.03 Any officer elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Vacancies
5.04 A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Trustees for the unexpired portion of the term.
President
5.05 The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business at all meetings of the members and of the Board of Trustees. He or she may sign, with the Secretary or any other proper officer of the Association authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these bylaws or by statute to some other officer or agent of the Association; and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time.
Vice President
5.06 In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there be more than one Vice President), the Vice Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Trustees.
Treasurer
5.07 If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Trustees shall determine. He or she shall have charge and custody of all and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VII of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Trustees.
Secretary
5.08 The Secretary shall keep the minutes of the meetings of the members and of the Board of Trustees in one or more books provided for that purpose; give all notices in accordance with the provisions of these bylaws or as required by law; be the custodian of the corporate records and of the seal of the Association, and affix the seal of the Association to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post-office address of each member; and, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Trustees.
Assistant Treasurers and Assistant Secretaries
5.09 If required by the Board of Trustees, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Trustees shall determine. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Trustees.
Article VI
Committees
Committees of Trustees
6.01 The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate and appoint one or more committees, each of which shall consist of one or more Trustees, which committees, to the extent provided in said resolution shall have and exercise the authority of the Board in the management of the Association. However, no such committee shall have the authority of the Board of Trustees in reference to amending, altering or repealing the bylaws; electing, appointing, or removing any member of such committee or any Trustee or officer of the Association; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Association; or amending, altering, or appealing any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed on him or her by law.
Appointment
6.02 The President shall appoint members of committees established by the Board of Trustees with the exception of the Executive Committee. These committees shall perform such functions and make such reports as the President of Board of Trustees shall determine. Active Association members may serve on all committees, but only Trustees may serve on the Executive Committee.
Executive Committee
6.03 The Board of Trustees may from among its members appoint and executive committee consisting of the officers and any additional members as deemed necessary by the Board to serve at the pleasure of the Board. The President, unless absent or otherwise unable to do so, shall preside as the chairperson of the Executive Committee. The Committee shall meet at the call of the President of the Board, or a majority of the members of the Committee, and shall have and may exercise when the Board of Trustees is not in session the power to perform all duties, of every kind and character, not required by law or the Charter of the Association to be performed solely by the Board of Trustees. The Executive Committee shall have the authority to make rules for the holding and conduct of its meetings, keep records thereof and regularly report its actions to the Board. A majority of the members of the Committee in office shall be sufficient to constitute a quorum at any meeting of the Committee, and all actions taken at such meeting shall be by a majority of those present. All acts performed by the Executive Committee in the exercise of its aforesaid authority shall be deemed to be, and may be certified as, acts performed under the authority of the Board of Trustees. All actions of the Executive Committee shall be recorded in writing in a minute book kept for that purpose and a report of all actions shall be made to the Board of Trustees at its next meeting. The minutes of the Board of Trustees shall reflect that such a report was made along with any actions taken by the Board of Trustees with respect thereto.
6.04 Each member of a committee shall continue to be such until the next annual meeting of the Board of Trustees and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Chairperson
6.05 One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof.
Vacancies
6.06 Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Quorum
6.07 Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Rules
6.08 Each committee may adopt rules for its own government not inconsistent with these bylaws or with the rules adopted by the Board of Trustees.
Article VII
Finances
Dues
7.01 Dues shall be set by the Board of Trustees for different classifications of membership. Dues shall be paid annually with the exception of Lifetime membership. Dues shall be paid annually with the exception of lifetime membership and will become delinquent thirty (30) days after payment is due. Delinquent members will be notified by the Treasurer, and unless their dues are paid by thirty (30) days after contact by the Treasurer, they will be dropped from membership.
Fees, Tuitions and Other Charges
7.02 Monetary charges to Association members are the public for programs, activities, workshops and other events shall be set by the Board of Trustees or, when applicable, by the Chapter organization or affiliate group sponsoring the events.
Checks, Drafts, Etc.
7.03 All checks, drafts and other orders for the payment of money shall be signed by such officers as the Board of Trustees may designate. Checks shall require the signature of two authorized officers.
Gifts
7.04 The Board of Trustees may accept on behalf of the Association any contributions, gift, bequest or devise for general purposes or for any special purpose of the Association.
Fiscal Year
7.05 The fiscal year shall begin July 1st and end June 30th of each year.
Audit
7.06 The accounts of the Treasurer shall be audited within thirty (30) days following the end of each fiscal year. An audit committee shall be designated by the President to undertake the audit.
Article VIII
Books and Records
8.01 The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Trustees, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member or his or her agent or attorney for any proper purpose at any reasonable time.
Article IX
Certificates of Membership
Certificates of Membership
9.01 The Board of Trustees may provide for the issuance of certificates evidencing membership in the Association, which shall be in any such form as may be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Association. If any certificates shall become lost, mutilated or destroyed, a new certificate may be issued therefore on such terms and conditions as the Board of Trustees may determine.
Issuance of Certificates
9.02 When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his name and delivered to him by the Secretary, if the Board of Trustees shall have provided for the issuance of certificates of membership under the provisions of Paragraph 9.01 of this Article IX.
Article X
Chapters and Affiliate Groups
10.01 The Association may have Chapters or affiliate organizations as determined by the Board.
Article XI
Seal
11.01 The Board of Trustees shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words "Corporate Seal of the Southwest Celtic Music Association."
Article XII
Waiver of Notice
12.01 Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XIII
Amendments to Bylaws
13.01 These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the members present at any regular meeting or at any special meeting if at least fifteen (15) days written notice is given of an intention to alter, amend, or repeal these bylaws or to adopt new bylaws at such meeting. (Amended January 8th 1992 at a meeting of the Board of Trustees by a majority of Trustees in office).
Article XIV
Dissolution
14.01 In the event of the dissolution of the Association at any time or for any reason, all of the funds and assets shall be distributed to any one or more other corporations, associations, or institutions as may be determined by a majority of the Board of Trustees. The receiver of any such funds shall be wholly of a public and tax-exempt nature and engaged in similar pursuits. No contributor shall ever derive any financial gain from this Association of its dissolution.