Revised September, 2017
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:
Vice President / Program Director,
Secretary / Communications Officer,
Treasurer / Registrar
Parliamentarian / Past President,
and Membership Chair.
2.3 The Board's officers are elected by the members for a term of one year at the second meeting in December, and will
take office at the first meeting in January.
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 The duties of each office are as follows.
(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. The President
may sign the Association's tax return.
(b) During the absence or disability of the President of the Association, the Vice President/Program Director shall
have all the powers and functions of the President. The Vice President shall perform the duties of the program
(c) The Treasurer/Registrar 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 and the President shall obtain debit cards from the Association's bank
and are authorized to pay for Association meeting lunches, happy hours or Association parties (food only and not alcohol)
using the debit cards. The Treasurer/Registrar shall, when duly authorized by the Board of Directors, sign and execute
all official documents for the Association as required by the State of Texas.
(d) The Secretary/Communications Officer 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. The
Secretary/Communications Officer shall collect all attendance records as part of the minutes. The
Secretary/Communications Officer shall perform the duties of Communications Officer, including notifying notify the
membership about weekly meetings, special events or other member notices, and maintaining and updating the
website and any other social media.
(e) The Membership Chair shall be responsible for recruitment, processing applications, and reporting to the
membership as determined by the Board of Directors.
(f) The Parliamentarian/Past President 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 These bylaws may be amended by majority vote of the members present at a regular membership meeting at
which at least sixty percent (60%) of the current membership is present. Notice of intent to amend should be included
in the regular announcement of the meeting.
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 in Section 3.5.
3.2 Each member represents a different business, trade, occupation or profession, and is classified accordingly upon
application. In the event that The Firm 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 Firm or Individual Representative may designate one or more representatives to participate in the
Association. The designated representatives(s) must comply with the standards and procedures adopted by the
3.4 The member (The Firm or Individual Representative) is the entity responsible for payment of the Association
3.5. A third type of membership, Social Member, is available in special cases, e.g. retirement or sale of a business
by a member. To change an Individual or Firm membership tied to a specific business category to a Social
Membership, the member must be in good standing, have belonged to AEA for at least one year, and have the
approval of a majority of the current Board officers. The Social Member is not allowed to use leads from the club,
and the Social Membership can be terminated by a majority of the Board officers at any time. Anyone holding a
Social Membership, and wanting to apply for a business position, must reapply as a new member applicant.
3.6 A prospective member shall apply by completing the approved application form and delivering the same together
with his/her application fee to the Membership Chair. The Board of Directors will, from time to time, set the amount of
the application fee.
(a) At the time of receipt of a prospective member's application fee, the Membership Chair will (1) provide the
prospective member with a current copy of the Association's Bylaws, (2) promptly check the prospective member's
references, and (3) notify the membership of the prospective member’s application.
(b) Following receipt of a prospective member's application and fee, the Membership Chair or the President will
announce the pending application and introduce the prospective member at a regular meeting. Any member objecting
to the prospective member’s application shall respond within three (3) weeks from receipt of the application and fee to
the Membership Chair or, if not available, to any Board Member.
(c) During the period between receipt of a prospective member's application and the acceptance of that application,
not to exceed three (3) weeks, the prospective member shall be approved by the Board and then become a member
of the Association.
(d) 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, The Firm’s membership will be terminated.
Under that circumstance, the representative who has changed to a firm in the same membership category may
then apply for new membership as provided above. The Board of Directors has the right to waive any fees it deems
(e) 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.
3.7 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 The Firm or Individual Representative is absent, and does not
send a substitute, for more than three consecutive meetings, then that membership will be terminated. Following
the third consecutive missed meeting, the Treasurer/Registrar shall notify The Firm or Individual Representative
of said breach and that the membership category will be opened for new applications. The Membership Chair
and/or all Board members shall be copied on this notification. The Board of Directors has the right to exempt a
particular member from the provisions of the Bylaws under conditions which the Board considers to be extenuating
(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. On the 30th of the month, the Treasurer/Registrar shall notify The Firm or Individual
Representative of said breach. The Membership Chair and/or all Board members shall be copied on this notification.
The Firm or Individual Representative shall have 15 business days to correct the breach. If The Firm or Individual
Representative becomes past due more than 45 days then that position shall be terminated. The Board of Directors
has the right to exempt a particular member from the provisions of the Bylaws under conditions which the Board
considers to be extenuating circumstances.
(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 3.6 of the Bylaws.
ARTICLE 4: MEETINGS
4.1 The President calls regular meetings of the Association as directed by the Board, and regular meetings of the
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.
5.3 If dissolved, any remaining treasury funds shall be donated to a charity approved by two-thirds of the
Association’s active members.