Bylaws of the Gymnastics Association of Texas (Incorporated) October 31, 1985;
Updated September 3, 1999 –Version 1 Updated verbiage – 4/21/2001 – Version 2
Name and Purpose
1.1 Name: The name of the corporation is Gymnastics Association of Texas.
1.2. Purpose: This corporation is organized exclusively as a professional association within the meaning of Section 501 ©(6) of the Internal Revenue Code of 1954 (The "Code") or the corresponding provision of any future United States Internal Revenue Law. The corporation shall be operated exclusively for the purposes of promoting the organization and development of gymnastics in all aspects of the sport; developing enthusiastic public opinion in favor of the sport of gymnastics; encouraging participation in the sport of gymnastics; encouraging and implementing correct and safe methods of teaching gymnastics skills; promoting clinics and workshops in gymnastics throughout the state further within the purview of IRS Code Section 501©(6). No part of the corporation's net earnings shall insure to the benefit of, or be distributable to, its members, directors, officers or any private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered by officers and directors of the corporation and members of committees of the corporation, and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation.
2.1 Classes of Membership: There shall be the following classes of membership in the corporation:
(a) Voting Member: Any adult actively engaged in gymnastics instruction in the state of Texas shall be eligible for membership in the corporation.
(b) Associate Member: Any person of integrity working with or interested in gymnastics in the state of Texas shall be eligible to become an associate member of the corporation. Associate members shall have no voting rights in the corporation.
© Honorary Life Member: Honorary life members are selected annually by the Board of Directors as persons of integrity and interest who give effort, knowledge and experience for improvement of the sport of gymnastics. Honorary life members shall have no voting rights in the corporation.
(d) Student Member: Any student who is involved in gymnastics and wishes to increase his knowledge and appreciation of the sport shall be eligible to become a student member. Student members shall have no voting rights in the corporation.
2.2 Dues: Dues for membership in the corporation shall be twenty dollars per year for members and associate members and ten dollars ($10.00) per year for student members. The membership year shall begin on July 1 and end on June 30.
(a) Honorary life members shall enjoy the same rights and privileges of an Associate Member without the assessment of annual dues.
2.3 Termination: Failure to pay dues within thirty (30) days of the due date and anything in Section 8.1 shall be just cause for termination.)
Board of Directors
3.1 NUMBER, TENURE, ELECTION AND VACANCIES as provided for in Article IV – General Officers: The direction and management of the affairs of the corporation and the disposition of its properties and funds shall be vested in a Board of Directors (“The Board”), which shall consist of five (5) members, who initially shall be appointed by the Incorporators with staggered tenures as provided for herein, who shall serve overlapping 4-year terms, with one or more) being elected to the Board each annual meeting or by mail ballot. To be eligible for office after the initial Board, a member must be in good standing for at least one year and promise that they anticipate they will be available for meetings during their complete term of office. The Board assumes the responsibility for the government of the corporation when the organization is not assembled in an annual meeting. Annual meetings are not mandatory, although the board can call for a general business meeting when the need arises.
(a). Directors shall serve for his or her term of office and until a successor is duly elected and qualifies.
(b) If a vacancy occurs in an unexpired term of a Director, the Board itself may make a temporary appointment until such time the membership can vote to fill the unexpired term of the vacant directorship.
© The Board of Directors shall elect a Chairman of the Board at the first meeting of the Board after the Annual GAT gathering, and such Chairman shall serve for one-year with no term limit.
(d) The Board selects a CEO – either from the Board or outside the Board to give direction to the mission of the Association.
3.2 Annual Meeting: The annual meeting of the corporation shall be held on such date as the Board shall set for the election of officers and the transaction of such other business as may lawfully come before the meeting. The annual meeting shall be held whenever called by the Board of Directors of the corporation upon the direction of the Chairman of the Board of the corporation and they shall give sufficient notice of such meeting by mail to enable the members so notified to attend the meeting.
3.3 Special Meetings: Special meetings of the Board shall be held whenever called by the Board of Directors of the corporation upon the direction of the Chairman of the Board of the corporation or upon the written request of any two directors, and the board shall give sufficient notice of such meetings personally, by mail, or by electronic media to enable the directors so notified to attend such meetings.
3.4 Quorum for Meetings: A majority of the directors shall constitute a quorum for the transaction of business at all Board meetings convened according to these bylaws. A majority of the membership present shall constitute a quorum for the transaction of business at all committee meetings.
4.1 SELECTION OF BOARD OF DIRECTORS: One or two members of the five-member Board of Directors are to be elected each year. The Board shall select a nominating committee whose duty shall be to nominate at least (2) candidates for each open seat with vacancy on the Board for that year and shall designate each seat by the year term expires, e. g. 2002. Paper ballots shall be prepared and the election shall be held during the Annual Business meeting or by ballot. The Record Keeper shall serve as the teller for the election and the Nominating Committee shall certify the results to the general membership. A Director shall be elected when they shall receive the most votes for the seat on the Board of Directors for which they are contesting.
4.2 ATTENDANCE AT MEETINGS: The Chairman of the Board shall call meetings of the Board and of the general membership and shall act as chairman of such meetings. In the absence of the Chairman of the Board, the Board shall designate a Board member to serve as the Acting Chairman and that person shall conduct such meetings at which the Chairman is not in attendance. The Record Keeper of the corporation shall act as secretary and recorder for such meetings, but in the absence of the Record Keeper, the Chairman may appoint any person present to act as Record Keeper of the meeting.
4.3 SELECTION AND DUTIES OF OPERATING OFFICERS: The operating officers of the corporation shall be a Chairman of the Board, Record Keeper (Secretary), Financial Advisor (Treasurer), Executive Advisor (Executive Secretary), and Parliamentarian whom initially the Incorporators shall appoint. The Record Keeper, Financial Advisor and Parliamentarian will be selected by the Board of Directors from its elected members and shall serve two-year terms at the pleasure of the Board. The Executive Advisor shall be appointed by the board from the general membership and shall have a term of up to five years. The Operating Officers may be re-appointed to additional terms by the Board of Directors at its pleasure.
(For Chairman of the Board term, see Section 3.1.c).
(a): Chairman of the Board: The Chairman of the Board shall preside at all meetings of the corporation and of the Board, shall appoint all committees not otherwise provided for in these bylaws, and shall serve as an ex-officio member of all committees. The Chairman shall be the chief executive officer of the corporation, and subject to the control of the board, shall have general charge and supervision of the administration of the affairs and business of the corporation. Specific duties of the Chairman include seeing that all orders and resolutions of the Board are carried into effect, signing and executing all legal documents and instruments in the name of the corporation when authorized to do so by the Board, submitting to the Board plans and suggestions for the work of the corporation, directing its general correspondence, presenting his or her recommendations considering the work of the corporation to the Board for decision, submitting a written report of the activities and business affairs of the corporation at a general meeting of the members, or by mail, or by electronic media, when called upon to do so by the Board or the members, and performing such other duties as the Board may assign from time to time.
(b): Record Keeper: The Record Keeper shall have charge of the records and correspondence of the corporation. Further duties of the Record Keeper include giving notice of and attending all meetings of the Board and membership meetings, taking and keeping true minutes of all meetings of the membership and of the board, and discharging such other duties as the Chairman or the Board may assign. In case of the Record Keeper's absence or disability, the Board may appoint an assistant Record Keeper to perform the duties of the Record Keeper during such absence or disability. The Record Keeper shall keep on file a correct list of the names and addresses of the members of the corporation and shall distribute a copy of the list to each member once a year. The Record Keeper shall be responsible for receiving and forwarding to the Board the nominations each year for the following Association Awards, which the Board shall award annually:
(i) Honor Award: This award is presented to the person or persons who have, by athletic ability, coaching talent, or leadership in national organization, brought honor to the state of Texas.
(ii) Service to Youth Award: This award is presented to a person or persons who do not serve as a gymnastics coach or program director. Their service should have been for a period of years, touching the lives of many children.
(iii) Distinguished Service Award: This award is presented to the person or persons who have given outstanding recent service to gymnastics development and gymnastics programs in Texas.
(iv) Texas Gymnastics Heritage Award: This award may be presented to a person or person known to the Awards Committee to have contributed to the development of gymnastics in Texas by excellence as a competitor, coach, judge, program director or any other affiliated gymnastics activity in Texas prior to leaving the State of Texas for an extended and distinguished career in the sport elsewhere. This award shall be the second highest award, which may be presented by the Association.
(v) Honorary Life Member Award: This award is presented to the person or persons who have given a long period of outstanding service and accomplishment to the sport of gymnastics in Texas. This award is the highest recognition given by the Association.
©: Financial Advisor: The financial advisor shall keep account of all moneys, credits and property of the corporation that shall come into his or her hands and shall keep an accurate account of all moneys received and discharged. Except as otherwise ordered by the Board, the financial advisor shall have the custody of all the funds and securities of the corporation and shall deposit them in such banks or depositories as the Board shall designate subject to generally accepted accounting standards. The financial advisor shall keep proper books of account and other books showing at all times the amount of the funds and other property belonging to the corporation, all of which books shall be open at all times to the inspection of the Board; shall submit a report of the accounts and financial condition of the corporation at each annual meeting of the members; and shall make such transfers and alterations in the securities of the corporation as the Board may order. The financial advisor shall also, under the direction of the Board, disburse all moneys and sign all checks and other instruments drawn on or payable out of the funds of the corporation; however, the Board shall require these checks and other instruments in excess of $500 to be cosigned by the Chairman of the Board, Executive Advisor, or in case of their absence or disability, by such member of the Board as the Board shall designate. The financial advisor shall give bond only if required by the Board. The financial advisor shall serve as chairman of the Membership Committee. In case of the absence or disability of the financial advisor, the Board may appoint an assistant financial advisor to perform the duties of the financial advisor during such absence or disability.
(d): Parliamentarian: The parliamentarian shall be familiar with the Articles of Incorporation and the Bylaws of the corporation and shall serve as advisor to the Chairman of the Board.
(e): Executive Advisor: The executive advisor shall publish the bylaws annually; shall see that three newsletters are published each year; and shall assist the record keeper in preparing minutes of meetings and the directory of members. The Executive Advisor shall maintain a post office box in Austin, Texas, and shall open and maintain a dual signature account for the corporation's funds at such bank as the Board may select. The Executive Advisor shall be responsible for coordinating the annual meeting and convention; including organizing the host committee; assisting other officers in preparing the agenda for the annual meeting and the program for the convention and in handling registration; keeping records of the awards program; supervising commercial exhibits and collecting booth fees; and hosting the new officer meeting. The Executive Advisor also shall prepare descriptions of officer’s duties and shall include such descriptions in notebooks that the executive advisor shall arrange to be passed each year from outgoing officer to incoming officers.
4.4 VACANCIES: Whenever a vacancy shall occur in any operating office of the corporation, such vacancy shall be filled upon recommendation of the remaining officers and the approval of the board of directors. The new officer shall hold office until the next annual gathering and until a successor is selected and qualifies subject to Section 4.3.
Appointive Officers and Agents
The Board may appoint advisors and agents in addition to those provided for in Article IV, as may be deemed necessary, who shall have such authority and perform such duties as the Board shall prescribe from time to time. All appointive officers and agents shall hold their respective offices or positions at the pleasure of the Board and may be removed from office or discharged at any time with or without cause; provided that removal without cause shall not prejudice the contract rights, if any, of such officers and agents.
6.1 STANDING COMMITTEES. The Board of Directors may choose to utilize the following standing committees by appointment of a chairperson, who shall recruit additional members to serve the corporation in the work defined. Committees when constituted shall report to the Board through the Chairman of the Board.
(a) Program Committee: To assist in the planning of Association programs.
(b) Publicity and Public Relations Committee: To assist in publicity and public relations functions of the corporation.
© Membership Committee: To assist in the promotion of membership in the corporation.
(d) Technical and Games Committee: To make constant effort to improve all aspects of the sport of gymnastics and shall recommend from time to time such standards for competition equipment as may be appropriate.
(e) Biomechanical Task Force: The task force may solicit and select a committee to evaluate research papers in biomechanics; may seek publication of worthy papers; and may present papers at the annual meeting and convention. The task force may also seek to encourage research and general knowledge in biomechanics. By seeking funds for an annual writing prize and for continuing education for gymnastics teachers including, an annual grant for summer or part-time study for a gymnastics educator. The Association should seek a tenured professor of a college or university in Texas, or a professional who has achieved distinction in research in applied science in biomechanics or other fields related to gymnastics for this position.
6.2 Special Committees: There shall be the following special committees: Budgeting, Auditing, and Nominating, and such other special committees as may be necessary. The Chairman of the board shall appoint all special committees, except the Nominating Committee, which is selected by the Board.
These Bylaws may be amended by the members by the affirmative vote of a majority of the members at any annual meeting or by means of ballots published in the newsletter. October 31, 1985
1. A Texas Non-profit Corporation Registered with the State of Texas, October 31, 1985.
2. Exempt from Income Tax under section 501©(6) of the IRS Code, September 6, 1986.
3. Founded as the Gymnastics Teachers Association of Texas, 1966. Reorganized as the Gymnastics
Association of Texas, 1971.
4. Changed Bylaws to a corporate format on September 3, 1999, Version 1.
5. Updated verbiage of Bylaws, April 21, 2001 Version 2.
8.1 Termination: A member or officer may be terminated or removed from office for any of the following:
2. Use of illicit drugs
3. Immoral turpitude
5. Abusive conduct
Any member’s conduct or acts, including any officer or director deemed to fall within the purview of the above acts or conduct as voted on by majority of the Board of Directors, shall be asked to resign voluntarily within ten (10) days of receipt of written notice. If said individual does not comply, then based on the recommendation of a majority of directors, this individual shall be recorded in the organization’s permanent records as terminated for cause by the Record Keeper and shall be banned from further participation. Reinstatement shall require a majority vote of the Board of Directors.
8.2 Compliance: Nothing in this agreement shall be construed as a violation of IRS Code Section 501 ©(6) or in violation of any state or federal law. If however, a possible or potential violation of the above is determined by the proper authorities said alleged violation shall not void this whole agreement and the Board of Directors shall have immediate authority to correct said problem(s); thereby, reaffirming the true not-for-profit status of this organization.)