GREATER DFW SIGN ASSOCIATION BYLAWS
Section 1. The name of this organization shall be the GREATER DFW SIGN ASSOCIATION and shall be referred to hereafter as “ASSOCIATION” and shall be incorporated under the laws of the State of
OBJECTS AND PURPOSES
Section 1. The objects and purposes of this association shall be: (1) to promote, protect, foster and advance the interests of the members of the sign industry; (b) to increase the use of their production; (c) to improve the conditions under which the industry is carried on; (d) to bring about public understanding of the advantages and proper use of signs so that their use will afford continuous satisfaction; (e) to foster good will on the part of the public toward the industry; (f) to encourage a high standard of business ethics to the end that the industry may better serve the public; (g) to perfect machinery for the peaceful settlement of disputes by the members, or between them and their customers or employees; (h) to collect and disseminate data relating to the industry against unfair and unjust burdens and exactions; (j) to cooperate with the government of the United States, the State of Texas and municipalities in effectuating its policies and purposes with the particular reference to its relation to the industry; (k) and generally do such things authorized by its certificate of incorporation as may be necessary to the foregoing results.
Section 2. Another purpose for which it is formed is to coordinate the members of the corporation for protective, educational, progressive and other purposes generally cooperative with its membership and their allied interests; and to establish and maintain uniformity in the “commercial usages” of cities and towns and to acquire, preserve and disseminate valuable business information and otherwise to promote in a lawful manner the interests of trade for increasing the facilities of commercial transactions in sign advertising and manufacturing.
Section 3. This Association is not organized for pecuniary profit and shall not declare dividends or other financial distributions to members.
Section 1. QUALIFICATION AND ELIGIBILITY. The membership of this association shall consist of individuals, partnerships, associations, firms, corporations and other forms of enterprise engaged in the sign industry or in the selling, manufacturing of materials or services for the operation of advertising and the membership may be elected from such personnel and by such methods and in such manner as may be authorized from time to time by the majority vote of the Board of Directors of the corporation.
Section 2. REPRESENTATION. Whenever membership is held in the name of a firm or corporation, one individual representing that firm shall exercise the voting power of the membership and his name shall be certified to the Secretary of the Association and he shall be entitled to one vote in the Association. Any active member may be represented and vote at any meeting by properly authorized proxy. The Secretary shall send a blank proxy to any member upon request. Proxies to be recognized must be delivered to the Secretary prior to the opening hour of the meeting at which they are voted. Each proxy shall state the period of time for which it is intended and shall not be effective at future meetings unless renewed in the proper manner. Associate members will not have voting privileges and are excluded from representation outlined above.
Section 3. CHARTER MEMBERSHIP. All members signing application as a Charter membership in the Association prior to December 31, 2008 shall be deemed charter members and will enjoy the advantages or special considerations that may be made available to this group as deemed by the Board of Directors.
Section 4. ELECTION OF NEW MEMBERS. All applications for membership shall be referred to the Membership Committee and by it presented with recommendations to the Executive Committee. Majority vote of the Executive Committee shall be necessary to elect any applicant for membership. Any member may resign from the Association by giving one month’s notice in writing to the Secretary and paying all dues and obligations to the Association up to and including the effective date of the resignation.
Section 5. INELIGIBILITY. If a member becomes ineligible the directors shall immediately vacate the membership. The decision of the Board of Directors shall be final upon the dismissal of any member.
Section 6. DUES. The annual and bi-annual dues shall be determined by the Board of Directors, which dues shall be payable in advance each year.
Section 7. DELIQUENTS. No active member shall be permitted the privileges of membership beyond a period of ninety (90) days from the last date from which his or its dues have been paid and by reason of such failure may be suspended from the membership upon notice from the Secretary. Reinstatement of membership may be made effective upon paying dues as provided in these laws.
Section 8. REGULAR MEETINGS. The regular membership meetings shall be held once each calendar year on a date to be fixed by the Board of Directors.
SPECIAL MEETINGS. Special meetings of the membership shall be called by the President or upon the written request of five (5) Directors and shall be called upon the written request of all members.
Section 9. QUORUM. A quorum shall consist of a majority of the members and a vote of the majority of the members shall be necessary to carry a measure.
PRIVILEGES OF MEMBERSHIP
Section 1. All active members shall (a) be eligible to vote in elections and upon matters of policy through his or its authorized representative if they have complied with the provisions as set forth in Article III, sections 1,2,3,4,7 and 8; (b) representative of active members shall be eligible to hold office; (c) shall receive all publications of Headquarters; (d) such assistance as the Association shall provide in legislative or technical matters; (e) permitted to display the seal as provided and to advertise himself or itself as a member while in good standing; (f) apply to Headquarters for aid in adjustment between himself and customers, other members, or employees; (g) to participate in advantages of promotional efforts of the Association; (h) to receive assistance in business methods, advertising and other aids at such as shall be agreed; (i) and to make use of such other activities as shall be provided on and at such terms as may be outlined.
Section 1. NUMBER AND METHOD OF ELECTION. The number of directors shall be not less than seven nor more than fifteen, all of whom shall be elected from the membership. In addition to these directors the immediate past president shall serve as exofficio, on the Board of Directors, with full voting rights. Two directors shall be from
Section 2. TERMS OF OFFICE. Elections will be conducted, as necessary, each year at the annual meeting of the association. The immediate past President shall automatically serve as a director for the ensuing year. Directors are elected for two year terms. In addition, non-Texas directors shall not be re-elected for consecutive terms on the Board. Vacancies in the Board shall be filled by the Board of Directors. These interim directors shall hold office until that director position is filled by election at the next annual meeting of the Association.
Section 3. MEETINGS. The annual meeting of the Board of Directors shall be held immediately following the election of the Board of Directors at the annual membership meeting. The Board shall hold three other regular meetings during the year, at such a time and place as it shall determine Special meetings of the Board may be called by the President, or shall be called by the President or the Secretary upon the written request of one-third of the Board members.
Section 4. QUORUM. A majority of the Board shall constitute a quorum for the transaction of business and a majority of those present shall be necessary to carry a measure.
Section 5. VACATION OF DIRECTORSHIP. If any director serves his connection from the member company which he represents or if for any other reason a director’s situation with member company changes or is believed to have changed or for any other reason deemed sufficient that would impair said director to serve in the best interest of the Association, the Board, at their discretion, shall have the right to remove said Director. The resulting vacancy shall be filled by a majority vote of the remaining members of the Board of Directors. The decision of the Board of directors shall be final.
Section 6. POWERS AND DUTIES OF DIRECTORS. The Board of Directors shall constitute the governing body of the Association, subject to the control of any general meeting of the members of the Association. It shall be vested with full power and authority to put into effect the laws, resolutions and decision of the Association, to exercise general supervision over the receipts and expenditures of the Association, to appoint employees and other agents of the Association and to define their duties, and to define the duties of its officers other than as defined herein; to fix the compensation of employees and agents of the Association and to do all other acts and things which it may deem to be to the interest of the Association. The Board of Directors shall hold its first regular meeting on the day immediately after its last regular meeting on the day preceding the annual meeting of the Association in each year and may hold such other regular and special meetings as it may deem necessary or as it may provide. The Board of Directors may in their discretion submit to the members of the Association by letter-ballot any question relating to the affairs of the Association. Not less than fifteen days shall elapse between the mailing of such letter-ballot and the closing of the poll thereon. The question submitted shall be stated in a form approved by the Board of Directors and accompanied by a brief summary of the arguments for and against the proposal. The ballots cast shall be counted by tellers appointed by the President. A majority of the votes cast shall be regarded as a binding instruction to the officers of the Association, provided that not less than fifty-one percent of the qualified members of the Association participate in the vote. The Board of Directors shall determine the expenditures of the Association and may, in advance, apportion and appropriate the amount thereof to the several departments of the Association, based upon conservative estimate of the receipts thereof, but shall not authorize expenditures to exceed ninety (90) percent of such estimated receipts. The Board of Directors may, when occasion requires by a two-thirds vote of its members, authorize the borrowing of money in behalf of the Association to provide for its temporary needs. The Board of Directors may, if they deem necessary, annually, cause the books and accounts of the Association to be audited by an auditor or recognized responsibility, and shall submit the report of said auditor to the members at the next annual meeting. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any of its meetings, and any member of the Board may be represented by his authorized proxy. A majority vote of those present and voting shall be binding upon the Board of Directors.
Section 1. ELECTION AND TERM. The Association Officers shall consist of president, vice-president and secretary-treasurer. These officers shall be selected by the Board of Directors from those Board members who are sign manufacturers and/or installers with facilities within the State of
Section 2. DUTIES OF OFFICERS.
(a) The President or in his absence the Vice-President shall preside at all meetings of the Association and shall perform all the duties usually devolving upon his office; and the president, or in his absence the vice-president, shall preside at all meetings of the directors.
(b) The Secretary-Treasurer shall be charged with the collection and custody of the funds of the Association and their disbursement under the authorization of the Executive Committee or the Board of Directors, and at the annual meeting of the Association shall make a written report showing the receipts and disbursements and financial situation of the Association. The Secretary-Treasurer shall receive and receipt for all monies collected by the Association or its officers and shall disburse the same upon presentation or proper voucher checks issued and signed as provided from time to time by the Board of Directors. The Secretary-Treasurer shall give such bond as may be required by the Board of Directors. He shall on ceasing to hold the office surrender to his successor in office when qualified or to such other person as shall be designated by the Board of Directors all money, books, papers and other property of the Association under his control. He shall make to the president and the Board of Directors reports relating to the affairs of his office as often and in such manner as they may require.
(c) The Secretary-Treasurer shall keep full and accurate records of all transactions of the Association; conduct the correspondence relating to his department and countersign all disbursement orders authorized by the President, recording same in full detail. He shall exercise general supervision over the general office and the employees of the Association; he shall see that the wishes of the members of the Association, as expressed at its meeting, or by its Board of directors, are carried out. He shall receive and refer to the Board of Directors for its consideration all complaints and requests from the members desiring the assistance of the Association. Members shall be notified of all dues and other obligations as they become due and if the same are not paid to the Secretary-Treasurer within seventy five (75) days from the date upon which they become delinquent he shall notify the delinquent member of that fact. The should then be served with a special delivery letter giving fifteen (15) days notice prior to his suspension from the GREATER DFW SIGN ASSOCIATION. The Secretary-Treasurer shall notify the Board of Directors of all admissions to membership and resignations of members. He shall also promptly notify members of all actions regarding their expulsion or suspension from membership in the Association. At least thirty (30) days prior to any annual meeting he shall send to each member of the Association a written notice stating the time and place of holding such meeting and of all special matters referred to him to be submitted to the meeting for action. He shall give a satisfactory bond for the faithful performance of his duties, the amount of which bond shall be determined by the Board of Directors and the expense of it paid by the Association; and he shall on ceasing to hold office, surrender to his successor in office, when qualified, or to such persons as shall be designated by the Board of Directors all money, papers, books and other property of the Association under his control. He shall be custodian of the seal and records of the association and subject to the pleasure of the Board of Directors he shall have power to make under the direction of and subject to the approval of the President and the Board of Directors, any and all contracts for and in the name of the Association; he shall be the representative of the Association under the director of the President and the Board of Directors in any other corporation in which the Association may be interested; and he shall be the representative of the Association performing all duties and exercising all powers as shall be assigned to him by the President or the Board of Directors. Any of the powers and duties of the Secretary, as prescribed in these Bylaws, shall at all times be subject to assignment to any other officer or agent of the Association by the President or the Board of Directors. He shall notify the directors, the members of the executive committee and the members of the Association at least five days in advance of their respective meeting and in general shall do and perform all duties pertaining to his office.
(d) The President and the Secretary-Treasurer shall submit to the Association at the annual meeting his official report for the preceding fiscal year.
(e) Any officer may be removed from office for negligence or refusal to perform his duties or for misconduct by a three-fourths vote of directors present at a regular meeting or at a special meeting called for the purpose provided that the notice shall have been given for said meeting.
(f) In case of the temporary absence or disability of any officer the position may be filled pro tempore by the President.
(g) A vacancy caused by failure of the Association to elect, or by the death, resignation or removal of any officer or director, may be filled for the unexpired term by the Board of Directors.
(h) The books and records of the Association shall be audited each year immediately following
Election, by the auditing committee.
Section 1. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the President, The Vice President, the Secretary, three additional members of the Board of Directors, elected by the Board, and the immediate Past President. The members of the Executive Committee shall meet immediately after their election and thereafter upon call of the President, or of any two members of committee or of any five members of the Board of Directors. The committee shall have full authority to perform the functions of the Directorate in the interim of meetings.
The Executive Committee will also serve as the Nominating Committee. The Past President will serve as chair this committee. Said chairman shall be a sign manufacturer and/or installer and not a supplier. The chairman is to appoint two other directors as members of this committee. These directors may come from any segment of the Board of Directors. The duties of this committee are to submit nominees to the offices of President, Vice-President and Secretary-Treasurer. The above officers are elected by the Board of Directors at the annual meeting of the Board. This committee shall recommend for nomination the required number of directors. The slate of nominees shall be voted on by the Board of Directors and the resultant [vote] presented to the membership at the annual meeting. Nominees for the directorship may be presented from the floor by any member at this meeting. Recommendations of this committee shall be submitted at the Board of Directors’ meeting prior to the annual meeting. This is approximately ninety (90) days before the convention. It is the duty of this committee to have the approval of each individual that is recommended and that said individual know what cost, both in time and money, will be required of him in order to ably fulfill his or her duties.
Section 2. OTHER STANDING COMMITTEES. The President shall appoint, subject to the approval of the Executive Committee, the following standing committees: Membership; Public Relations, Marketing, & Education; Activities; Government Relations. The purpose of the standing committees shall be to perpetuate their existence and activities and to establish continuity to their being. It shall be within the power of the President to appoint directors of the Association to chair each designated standing committee subject to the approval of the Executive Committee. Said director shall chair the designated committee for the fiscal year in which the appointing president presides. It shall be the duty as well as the obligation of each succeeding President to appoint directors of their choice to the various standing committees. Each director will answer to the Board of Directors. He may take only those actions which are authorized by the Board of Directors as prescribed by due process. All committees that are listed in the following briefs are subject to the foregoing statements.
a) Membership Committee. This committee establishes programs to obtain new members and retain existing members. It is also responsible for developing ethical practices which serve the best interest of the sign membership, services that are now available to the membership or additional services that are developed through the functioning of other committees.
b) Public Relations, Marketing & Education Committee. The effect of good public relations is to give more acceptability to our industry and its products. It is the responsibility of this committee to develop and promote the image of the Association and its members. It is also the responsibility of this committee to foster and improve the sales and marketing capabilities of the Association and its members. This committee shall develop and disseminate information via conventional media and advertising that will further the goals of the association, educate the member body and assist in improving the outcomes and objectives set out in the mission statement.
c) Association Activities Committee. It is the responsibility of this committee to plan and schedule any function of the association, including but not limited to membership meeting, board meetings, and membership events. Furthermore, it shall participate or cooperate with other organizations when such is the desire of the Board of Directors.
d) Government Relations Committee. This committee shall develop a realistic program to assist the membership in developing sound ordinance programs within the membership’s respective community.
Section 3. SPECIAL COMMITTEES. The President shall also appoint such other committees as may be deemed advisable or directed by the Board of Directors.
ORDER OF BUSINESS
Section 1. The order of business of the membership meetings shall be as follows: (1) Roll Call; (2) Reading of Minutes; (3) Report of Nominating Committee; (4) Reading of Correspondence; (5) Report of Officers; (6) Reports of Committees; (7) Unfinished Business; (8) New Business; (9) General Discussion; (10) Election of Directors; (11) Adjournment.
Section 1. EXPENSES AND LIABILITY. The expenses of the Association shall be provided for by the annual dues of the membership. No debts or obligations shall be contracted at any time over and above the amount of the funds then in the treasury of the Association available for such purpose, except upon a majority vote of the members present at the annual meeting, or any other special meeting called by the President.
Section 2. EXPULSIONS. Upon a two-thirds vote of the directors any member of this Association may be suspended or expelled for violation of any of the rules or regulations of this association or for the non-payment of dues. In the event of withdrawal, suspension or expulsion of any member, the dues shall not be refunded.
Section 3. AMENDMENT OF BYLAWS. By the affirmative-concurrence of a majority of all members present at any meeting, these Bylaws may be amended provided notice of intention to amend shall have been contained in the notice of meeting.