AEA Bylaws

BYLAWS OF THE
AUSTIN EXECUTIVES ASSOCIATION
Amended 7/2000

We, the members of the Austin Executives Association,adopt the following Articles as our Bylaws:

ARTICLE 1: GOALS AND OBJECTIVES

1. 1 The Association has the following goals: (a) the interchange of useful business information among its members; (b) the extension of excellent service by its members; (c) the success of its members based upon merit; (d) the development of business and professions within the community; and (e) the creation and perpetuation of the mutual interest of its members.

1.2 The Association has the following objectives in view of the goals adopted: (a) the institution and maintenance of a method of recording, collecting and exchanging business information among its members; (b) the creation and support of ways to encourage cooperative business methods among its members; (c) the scheduling of programs to support the business and professional knowledge of its members; (d) the support of member-sponsored activities that enhance the business and professional development within the community; and (e) the organization of activities and programs on a recurring basis designed to foster mutual interest in the welfare of its members.

ARTICLE 2: MANAGEMENT OF THE ASSOCIATION

2.1 The Association vests the management of the business of the Association in its Board of Directors, defined as its duly elected officers.

2.2 The Board of Directors is comprised of the following officers: the President, the Vice President, the Secretary, the Treasurer, the Parliamentarian, and the Membership Chairperson.

2.3 The Board's officers are elected by the members for a term of six months at the second meeting in January, and will take office at the first meeting in February; and at the second meeting in July, and will take office at the first meeting in August.

2.4 The Board adopts and implements rules, standards, and procedures for the management of the Association not inconsistent with the Bylaws, and publishes the rules, standards, and procedures for the members' approval whenever they are amended.

2.5 (a) The President shall be the chief executive officer of the Association, shall have the responsibility for the general management of the affairs of the Association, and shall carry out the resolutions of the Board of Directors.

(b) During the absence or disability of the President of the Association, the Vice President shall have all the powers and functions of the President. The Vice President shall perform the duties of the program director.

(c) The Treasurer shall have the care and custody of all of the funds and securities of the Association and shall deposit said funds in the name of the Association in such bank accounts as the Board of Directors may from time to time determine. The Treasurer shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Association when counter-signed by the President; he may also sign checks, drafts, notes, and orders for the payment of money, which shall have been duly authorized by the Board of Directors and counter-signed by the President. The Treasurer shall collect all attendance records to expedite billings for members and guests, and forward them to the Membership Chairperson for recording.

(d) The Secretary shall keep the minutes of the Board of Directors and membership meetings, and disperse minutes and business leads to the membership as determined by the Board.

(e) The Membership Chairperson shall be responsible for recruitment, processing applications, and reporting to the membership as determined by the Board of Directors, and shall post attendance records.

(f) The Parliamentarian shall be responsible for interpretation of Bylaws and keeping order in the meetings. Tradition is that this office be filled by the preceding President.

2.6 Amendments to these Bylaws are made pursuant to Roberts' Rules of Order.

ARTICLE 3: MEMBERSHIP

3.1 The Association defines its members to be the Firm (sole owner, partnership,. association, or corporation) or Individual Representative having good character and outstanding business and professional reputation in the community, that has applied to and been accepted by the Association into membership pursuant to the procedures below. The Member is the entity responsible for monthly payment of the Association dues.

(a) A prospective member shall apply by completing the approved application form and delivering the same together with his/her application fee to the Membership Chairperson. The Board of Directors will, from time to time, set the amount of the application fee.

(b) At the time of receipt of a prospective member's application fee, the Membership Chairperson will (1) provide the prospective member with a current copy of the Association's Bylaws. (2) arrange for publication of notice of the pending application (including name of the prospective member and the prospective member's designated representative) in the next two editions of the Association's newsletter, and (3) promptly check the prospective member's references.

(c) At the three regular Association meetings following receipt of a prospective member's application and fee, the Membership Chairperson or the President will announce the pending application and call for comments from the members present. This reading of the pending application will occur concurrent with publication of the pending application in the Association newsletter.

(d) During the period between receipt of a prospective member's application and the final reading of that application, any Association member in good standing may object to that pending application by notifying a Board Member of such objection. If a member in good standing timely objects, the application shall be denied. If the Board receives no objections to the pending application at or before the third reading of the application, the prospective member shall be approved and then become a member of the Association.

(e) In the event that a designated representative of a Member Firm should change firms, the Member Firm shall have the right to designate a new representative within two weeks of notice. If they choose not to designate a new representative, their membership will be terminated. Under that circumstance, the representative who has changed firms may then apply for new membership as provided above. The Board of Directors has the right to waive any fees it deems applicable.

(f) In the event that an Individual Representative changes firms, then it shall be the duty of the Individual Representative to re-apply for new membership as provided above. The Board of Directors has the right to waive any fees it deems applicable.

3.2 Each member represents a different business, trade, occupation or profession, and is classified accordingly upon application. In the event that a Member Finn or Individual Representative changes the primary category under which their original application was accepted, then a new application must be submitted. This application will be treated as a new application for membership and will be subject to all of the rules and reviews of a new applicant.

3.3 The Member Finn or Individual Representative may designate one or more representatives to participate in the Association. The designated representative(s) must comply with the standards and procedures adopted by the Board.

3.5 Membership is kept in good standing or terminated pursuant to the rules and procedures below:

(a) Each member is required to attend all meetings. If a Member Firm or Individual Representative is absent for more than three consecutive meetings, then that membership will be terminated. The Board of Directors has the right to exempt a particular Member from the provisions and of the Bylaws under conditions which the Board considers to be extenuating circumstances.

(b) Dues as determined by the membership are payable upon the first meeting of each quarter and shall be past due on the 15th of the month. If a Member Firm or Individual Representative becomes past due more than 45 days then that position shall be terminated.

(c) The membership in the Association shall be terminated if written, signed complaints from 10% of the membership per annum to the Board of Directors document unethical or illegal business practices.

(d) If any of the foregoing conditions result in termination of a membership, reinstatement can occur only by reapplying as required in paragraph 3.1 of the Bylaws.

ARTICLE 4: MEETINGS

4.1 The President calls regular meetings of the Association once a week, and regular meetings of the Board.

4.2 The meetings are conducted pursuant to the rules and procedures adopted by the Board and supplemented by Roberts' Rules of Order.

4.3 The President or two-thirds of the membership may call a special meeting of the Association pursuant to the rules and procedures adopted by the Board.

ARTICLE 5: TERMS OF EXISTENCE AND PROPERTY

5.1 The Association remains in existence until two-thirds of its active members petition the Board to dissolve it.

5.2 No member, designated representative, or officer has any separate right, title, or interest in the assets of the Association unless dissolved.