BYLAWS
OF
WEST TEXAS GEOLOGY FOUNDATION
ARTICLE I
NAME AND OFFICE
The name of this corporation is WEST TEXAS GEOLOGY FOUNDATION and its principal office shall be in the city of Midland, County of Midland, State of Texas.
ARTICLE II
PURPOSES AND OBJECTIVES
The purposes and objectives of this corporation are:
1. To establish a permanent entity to conduct educational, charitable and scientific activities related to or allied with the field of geology in the West Texas region and adjacent area.
2. To make contributions to any organization described in Section 501 (c) (3) of the Internal Revenue Code of 1954, with the exception of organizations testing for public safety.
3. To conduct research, both directly and through the promotion, assistance, encouragement, support, and furtherance of studies and research, in the field of geology and in sciences related thereto.
4. To disseminate information relating to geology and related fields through lectures, seminars, publications, educational courses, teaching aids, and by other means and materials.
5. To carry on programs of continuing education in geology and related studies.
6. To assist in career guidance to persons interested in the field of geology or related fields.
7. To assist public and private schools (elementary and secondary) and colleges and universities and technical schools in teaching and education in the field of geology and related fields.
8. To provide scholarships, prizes, awards, gifts, educational loans and other kinds of support to assist or reward persons engaged in the study of and/or pursuit of the science of geology or related fields.
9.To establish fellowships or “chairs” in colleges and universities in order to further education and knowledge in the field of geology and related fields.
10. To work with and support (including contributions from the corporation) other organizations with similar objectives which are in themselves tax-exempt educational or scientific organizations under the Internal Revenue Code.
11. To support activities of other organizations with financial assistance so long as the activity supported is one in which the corporation, as an organization described in Section 501 (c) (3) of the Internal Revenue Code of 1954, may engage and the financial assistance is so utilized.
12. The Foundation shall be operated as a non-profit corporation. It shall not issue stock of any kind nor pay dividends of any nature nor pay any salaries to any member of the Board of Directors. In the event it becomes necessary to dissolve the Foundation, all assets not committed to the scholarship funds at the time of dissolution shall be donated to some worthy geologic cause at the discretion of the Board of Directors.
ARTICLE III
MEMBERSHIPS
1. The membership of this corporation shall consist of the persons designated as Members by a majority vote of the Members; provided, that in no event shall the membership of the corporation be less than fifteen (15) in number. Membership in the West Texas Geological Society is a requirement for membership in the foundation as is the giving of an annual donation of any class. A Member shall remain as such until the Member resigns, terminates his or her WTGS membership, fails to make an annual donation, is removed, or the membership is otherwise terminated as provided in these bylaws.
2. There shall be six (6) classes of membership based on the amount of donations paid:
a. Student Member $10.00 or more per year
b. Member $50.00 or more per year
c. Sustaining Member $100.00 or more per year
d. Silver Member $250.00 or more per year
e. Gold Member $500.00 or more per year
f. Platinum Member $1,000.00 or more per year
g. Benefactor Member $5,000.00 or more per year
3. A special class of Membership is established for organizations, companies, or individuals who make periodic contributions to the West Texas Geology Foundation. They shall be known as Foundation Associates. Representatives from Foundation Associates may be asked to serve on an Advisory Council to the West Texas Geology Foundation Board of Directors.
ARTICLE IV
MEETINGS
1. There shall be an annual meeting of the Members of the corporation held during May of each year at which time any business coming before the meeting may be transacted.
2. Special meetings of the Members of the corporation may be called at any time by the Chairman or by a majority of the Members of the corporation.
3. Notice of the time and place of all annual and special meetings shall be given by the secretary of the corporation by mailing to each Member and Director of the corporation written notice of the time and place of the meeting at least 10 days prior to the meeting. Directors shall be entitled to attend and participate in discussion at any meeting of the Members of the corporation.
4. The Chairman, or in the Chairman’s absence the Vice Chairman, shall preside at all meetings of the Members.
5. At every meeting of the Members each Member of the corporation present shall be entitled to cast one vote.
6. A quorum for the transaction of business at any meeting of the Members shall consist of a majority of the Members of the corporation present or represented by proxy.
ARTICLE V
DIRECTORS
1. The business and property of the corporation shall be managed by a Board of not less than six (6) nor more than (8) Directors who shall be elected by the members of the corporation. Each Director shall be a Member of the corporation, and failure of any Director to maintain such membership shall, ipso facto, terminate the Director’s tenure as a Director.
2. Each Director shall hold office for a term of three years or as otherwise designated at election; provided, that at least one-third of the members of the Board of Directors shall be elected each year. Directors may succeed themselves in office. Vacancies in the Board of Directors caused by resignation, death, disqualification, or otherwise, of a Director shall be filled for the remainder of the departed Director’s term by the majority vote of the Members of the corporation at any special or annual meeting of the Members of the corporation.
3. The annual meeting of the Board of Directors shall be held as soon as practical after the annual meeting of the Members of the corporation.
4. Special meetings of the Board of Directors may be called by the Chairman or by a majority of the Directors of the corporation. By unanimous consent of the Directors, special meetings of the Board of Directors may be held without notice, at any time and place. Notice of all annual and special meetings, except those held by unanimous consent, shall be given by mailing or by electronic mail to each Director written notice of the time and place of the meeting at least 10 days prior to the meeting. Any act required by law at a meeting of the Board of Directors may be taken without a meeting. The proposed action shall be submitted through the use of any means of communications.
5. A quorum for the transaction of business at any annual or special meeting of the Directors shall consist of a majority of the members of the Board of Directors.
6. The Directors shall elect the officers of the corporation. Such election shall be at the annual meeting of the Board of Directors. Any officer may be removed at any time by a two-thirds majority vote of the full Board of Directors
ARTICLE VI
OFFICERS
1. The officers of this corporation shall be a president who shall be known as the Chairman of the corporation and who shall be the Chairman of the Board of Directors, a vice president who shall be known as the Vice Chairman of the corporation and who shall be the Vice Chairman of the Board of Directors, a secretary, and a treasurer. Each officer shall be elected for a term of one year and hold office until the officer’s successor is duly elected and qualified. All officers shall be Directors of the corporation. One Director may hold more than one office, except that the offices of Chairman and secretary shall be held by different Directors.
2. The Chairman shall preside at all meetings of the Members and at all meetings of the Directors and shall perform all such other duties as are incident to the Chairman’s office. In the case of the absence or disability of the Chairman, the Chairman’s duties shall be performed by the Vice Chairman.
3. The secretary shall issue notices of all meetings of the Directors and Members of the corporation and shall attend and keep the minutes of the same, shall have charge of all corporate books, record and papers, shall be custodian of the corporate seal, and shall perform all such other duties as are incident to the secretary’s office. The secretary may delegate to employees or other agents of the corporation as appropriate the authority to carry out activities to accomplish the secretary’s duties.
4. The treasurer shall have custody of all money and securities of the corporation and shall give bond in such sum and with such surety as the Directors may require, conditioned upon the faithful performance of the duties of the treasurer’s office. The treasurer may delegate to employees or other agents of the corporation as appropriate the authority to carry out activities to accomplish the treasurers’ duties.
ARTICLE VII
AMENDMENTS
Amendments to these bylaws shall be made as provided in Article Seven of the Articles of Incorporation of the corporation at any meeting of the Directors or of the Members of the corporation when the proposed amendment has been set out in the notice of such meeting, or when such notice has been waived in writing and the proposed amendment has been set out in the waiver signed by each Director or Member.
Accepted and approved by the members of the corporation this 17th day of April, 2013.
Amended 9-7-88
Amended 5-10-89
Amended 6-27-89
Amended 5-28-08
Amended 4-17-13