Proposed Bylaws for 2024

DENTON COUNTY BEEKEEPERS ASSOCIATION BYLAWS

ARTICLE I

Association Purpose and Mission

1.       Mission Statement. Denton County Beekeepers Association’s Mission is: To teach, share, and inform our community about bees and beekeeping, and enhance our member’s beekeeping experience.

2.      Purpose: The DCBA operates on a non-profit basis, with a commitment to ensuring that none of its net earnings benefit individuals, including members and employees. It is dedicated to education and operates as a volunteer organization, with the following objectives:

2.1.  Public Understanding. To improve public understanding of bees and beekeeping ecology and management by developing a pool of local knowledge that can be used to enhance education efforts for members and within local communities.

2.2.  Enhance Education and Outreach. To enhance beekeeping education and outreach activities by providing training at the local level, thereby developing an association of dedicated and informed members.

2.3.  The association will endeavor to provide members with:

2.3.1.     Mentorship

2.3.2.     Beekeeping Classes

2.3.3.     Club Equipment

2.3.4.     Local Bee Information Dissemination

2.3.5.     Website Access

3.      Advocacy Prohibition.

3.1.  The DCBA mission is to be an educational association.

3.2.  No activities or funds of the DCBA shall be devoted to advocacy, lobbying, politically or privately promoting issues, agendas or businesses and personal endeavors, by propaganda or otherwise.

3.3.  Members will not use the DCBA name to promote personal businesses or issues.

ARTICLE II

Association Partners and Donors

1.      Partnerships. 

1.1.  DCBA may partner with businesses for the benefit of the organization. For example: DCBA may sell advertising and make discount agreements with businesses for the benefit of the members and association.

1.2.  All partnership agreements must be approved by the Board and announced to the membership.

1.3.  There is no prohibition for any member, including board members, from having a relationship with a business partner.

2.      Donors.  Donors are businesses, organizations, or individuals who contribute money or supplies to support DCBA activities without receiving compensation from the chapter in return.

ARTICLE III

Membership

1.      Non-discriminatory Membership. DCBA membership is open to individuals and/or families regardless of race, age, sex, religion, disability, or national origin.

2.      Membership Categories:

2.1.   Membership: A membership consists of one or two people in the same household. The primary family member must be over 18 years of age.

2.2.  Student Membership: Available at no charge to anyone under 18 or still in secondary education.

3.      Voluntary Termination.

3.1.  A member who wants to voluntarily terminate membership should communicate that decision in writing to a Board member.

3.2.  A member who is in arrears of dues for 60 days is considered a Voluntary Termination. No refunds will be made for a Voluntary Termination.

4.      Involuntary Termination. A member shall be subject to removal with or without cause at a board meeting called for that purpose by approval of two thirds of the board.

5.      Voting Rights.  Voting shall be extended to members who are over 18 years of age.

6.      Dues Schedule.

6.1.  Dues are paid annually and run from the first of the month when they were first paid until the last day of the previous month the next year.

6.2.  Dues are in arrears on the first day of the month following the date they were due. A member in arrears is not in Good Standing.

6.3.  Only members In Good Standing can be a candidate or hold an office, be in the Mentor Program, serve on a committee, or use any club equipment.

7.      Member List. 

7.1.  An Alphabetical List of all voting members shall be maintained.

7.2.  The list will be available at each meeting for inspection by any member or their agent during the meeting or after adjournment of the meeting.

7.3.  A member or their agent is entitled on written demand to inspect and, at the member’s expense and for proper purpose, copy the list at a reasonable time during the period the list is available for inspection.

ARTICLE IV

Officers

1.       Officers and Terms. 

2.       Duties of Officers. 

2.1.  President

2.1.1.      Preside over all meetings of the membership and at all meetings of the Board.

2.1.2.      Sign all agreements, contracts, drafts, and checks of the Association unless delegated to another board member.

2.1.3.      Approve all standing or special committees.

2.1.4.      Other tasks as needed for regulatory compliance and the smooth functioning of the organization.

2.1.5.      Perform other duties as needed.

2.2.  Vice President.

2.2.1.      In the absence of the President, the Vice-President shall perform the duties of the President.

2.2.2.      Provide speakers for the meetings.

2.2.3.      Preside over the nominations committee.

2.2.4.      Perform other duties as needed.

2.3.  Secretary.

2.3.1.      Keep and publish minutes of the general and Board meetings.

2.3.2.      Have care and custody of the papers and documents of the Association.

2.3.3.      Maintain the status of the Registered Agent with the Secretary of State of Texas.

2.3.4.      Responsible for any periodic filings required by the State of Texas or the Federal Government.

2.3.5.      In the absence of the Secretary at any meeting, an assistant Secretary or Secretary pro tempore will be appointed to perform the duties.

2.3.6.      Perform other duties as needed.

2.4.  Treasurer.

2.4.1.      Have care and custody of the monies and funds of the Association.

2.4.2.      Authorized to sign drafts and checks of the Association in the discharge of day-to-day budgeted business accounts.

2.4.3.      Endorse monies for deposit and accept on behalf of the association.

2.4.4.      Keep accurate records of all association transactions and provide a complete financial report to the membership at the annual meeting.

2.4.5.      Prepare a proposed budget for review by the Board prior to the annual meeting.

2.4.6.      File any required documentation or forms dealing with the IRS or the State of Texas.

2.4.7.      Maintain bank accounts.

2.4.8.      Give a financial report at each monthly meeting.

2.4.9.      Maintain financial records in accordance with generally accepted accounting principles.

2.4.10.  Perform other duties as needed.

2.5.  Membership. 

2.5.1.      Responsible for maintaining membership records.

2.5.2.      Reconcile members only access to the association’s website, Facebook etc.

2.5.3.      Perform other duties as needed.

2.6.  Communications. 

2.6.1.      Reply to “Board” emails (usually originating from the website)

2.6.2.      Post appropriate information to Facebook and assist with other communication efforts.

2.6.3.      Perform other duties as needed.

2.7.  Mentorship.

2.7.1.      Maintain list of members willing to mentor new beekeepers.

2.7.2.      Maintain list of mentees requesting a mentor. 

2.7.3.      Manage the assignment of mentors to mentees.

2.7.4.      Perform other duties as needed.

2.8.  Historian

2.8.1.      Maintain the collateral of the association.

2.8.2.      Assist in the transition and training of new board members.

2.8.3.      Perform other duties as needed.

2.8.4.      This position generally filled by a past president.

ARTICLE V

Board of Directors

1.      The Board of Directors (AKA “Board”) is composed of the officers defined in Article 4 above.

2.      The Board may meet as often as required but shall meet at least monthly. Special meetings may be called at the discretion of the President.

3.      Meetings shall be conducted at a time and location designated by the Board.

4.      Attendance at the Board meeting shall be open to the public and all DCBA members.  Members and the public will be notified of Board meetings at least five days prior to the meeting. Posting to the DCBA website shall constitute notice. 

5.      Three members of the Board constitute a quorum. In the event of not having a quorum, the meeting may continue but no votes will be taken, and no executive sessions will take place. Retrospective votes by email may be instituted if each vote is captured in approved minutes, or a new meeting may be scheduled.

6.      Each officer is entitled to one vote. In the event of a tie, the President will cast an additional vote, giving them a total of two votes.

7.      The Board can transact all necessary business to assure the association's smooth running.

8.      No action by the Board shall be contrary to the actions and resolutions of the membership.

9.      The Board may conduct its business and vote by mail, telephone conference call, e-mail or any other means of communication it deems necessary or effective.

10.  The Board retains the authority to fill any vacant Board position.

11.  A board member shall be subject to removal with or without cause at a board meeting called for that purpose by approval of two thirds of the board. Upon removal, the President shall nominate a replacement to serve for the remainder of the term. In case of the President's removal, the Vice President shall assume the presidency and nominate a new Vice President to serve for the remainder of the term. Approval from the Board is required for any successor.

12.  Any member of the Board, acting under the direction of the President, and conducting business of the Association, shall be entitled to reimbursement for budgeted expenses incurred during the execution of those duties. Proper documentation shall be presented to the Treasurer for reimbursement.

13.  Executive Sessions are closed discussions of the Board that may include invited attendees. These sessions may occur at the end of a board meeting or separate from a board meeting if no formal actions are to be taken.

12.1.           Inform participants whether all or part of the discussion should remain confidential.

12.2.           Appropriately mark materials as confidential and determine what would be appropriate to include in the meeting minutes if they will be disclosed to members or staff.

12.3.           Limit access to executive session materials or minutes to those persons who participated in the executive session to the extent legally permissible; and

12.4.           Ensure compliance with any applicable open meeting laws.

12.5.           Determine what information needs to be communicated to appropriate parties after the executive session.

12.6.           Determine whether a vote, if any, should be conducted in the executive session or (preferably) taken during the general board meeting; and document the reasons for, or topic of, the executive session in the general meeting minutes.

12.7.           Manage clear expectations with excluded parties regarding follow-up by the board, even if there is nothing to report.

12.8.           Ensure that the discussion remains on topic with respect to the agreed upon agenda for the executive session.

ARTICLE VI

General / Board Meetings

1.      The order of business at a board or general membership meeting shall be as follows:

1.1.  Call to order.

1.2.  Reading of minutes of previous meeting.

1.3.  Election of Officers (June and November Meeting).

1.4.  Installation of Officers (July and January Meeting).

1.5.  Annual Reports (January Meeting).

1.6.  Receiving communications and announcements.

1.7.  Reports of Officers as needed.

1.8.  Reports of committees both standing and special as needed.

1.9.  Unfinished and New business as needed.

1.10.                   Adjournment.

2.      The order of business may be altered or suspended at any meeting by majority vote of the members present.

3.      General Membership Meetings

3.1.  Meetings shall be conducted at a time and location designated by the Board of Directors.

3.2.  Notification of each meeting shall be published in written form via  email, posting to the DCBA website or other equivalent means to all members at least five days prior to the meeting.

3.3.  Decisions made by the majority of members present at each properly called and convened meeting shall be considered the decisions of the General Membership.           

3.4.  Nonmembers may only have the floor with the permission of the chair of the meeting.

ARTICLE VI

Nomination/Election/Appointment Process

1.      Nominations Process

1.1.  The Nominating Committee, chaired by an elected member of the board (usually the vice president) and a minimum of 2 additional ad- hoc non-board members.

1.2.  Nominations for Vice President, Secretary, and Communications Director will be presented by or before the May general Meeting for the June vote.

1.3.  Nominations for President, Treasurer, and Membership Director will be presented by or before the October meeting for the November vote.

1.4.  The Nominating Committee shall submit a slate of candidates for officers and publish the slate to the membership in writing 30 days prior to the General Membership meeting. Publication on the DCBA website shall constitute written notification.

1.5.  Nominations for all positions will be accepted from the floor prior to the election at the meeting.

2.      Elections Process.

2.1.  The election shall be conducted via secret ballot during the June and November meetings, with winners determined by a simple majority vote.  The Chairman of the Nominating Committee will hold the Election of Officers at the general meeting as follows.

2.1.1.     Call to Order of the General Election.

2.1.2.     Reading of the Candidates

2.1.3.     Request nominations from the floor.

2.1.4.     Certification that candidates are in good standing.

2.1.5.     Any Candidate may remove their name from the ballot.

2.1.6.     Each Candidate allowed three minutes to speak.

2.1.7.     If only one candidate is nominated for an office, that candidate may be elected by voice vote of acclamation.

2.1.8.     Election by secret ballot. Ballots will be handed out only to those members in good standing according to Article III above.

2.1.9.     Count and Recount of Ballots by Nominating Committee.

2.1.10.Results of Election.

3.      The new Board of Directors shall assume their duties in the month following the election (January or July).

4.      The outgoing board members will meet with newly elected board members and attend board meetings as necessary to facilitate transition.

5.      The outgoing board members are responsible for the year-end reports presented at the January annual meeting.

6.      Transition of Officers:

6.1.  Access to secure websites (both administrative and general access), email, shared documents and other board related materials will be transferred to new board members by previous board on or before the January / July board transition meetings.

6.2.  The current Treasurer will facilitate the transition of banking to the New Treasurer and other board members.

7.      Appointment of Committee Members

7.1.  All committee chair positions are appointed positions by the Board.

7.2.  Any member may recommend candidates for appointed positions.

7.3.  All appointed positions will be determined by a majority vote of the Board.

ARTICLE VII

Financial

1.      Annual dues for membership shall be determined by the membership at the annual meeting.

2.      Financial Controls

2.1.   The fiscal year shall be from January 1 through December 31.

2.2.  Signature Authority. Treasurer, President, Vice President may sign checks, drafts, or other instruments for payment of money or notes of the DCBA.

2.3.  An officer is not allowed to sign any check in which they are the payee.

2.4.  Reimbursement checks written to a board member must be signed by two authorized signers.

3.      Expenditure Limits.

3.1.  Generally, any expenditure that is not “usual and customary” to the association and/or are not in the Annual Budget should be preapproved by the board.

3.2.  Any expenditure of more than two hundred and fifty dollars ($250.00) that is not part of the approved budget must be approved by the Board.

3.3.  Any expenditure of more than five hundred dollars ($500.00) must be approved by a resolution of the Board and the General Membership unless part of an approved budget.

4.      Gifts and donations.

4.1.  The DCBA is authorized to accept and receive contributions, donations, and grants from all sources.

4.2.  Acceptance of any grant or gift - restricted or unrestricted - does not imply any form of endorsement by the DCBA for the source, services, products, or policies. Nor does it imply any benefit - past, present, or future - to be granted by DCBA. Acceptance of any contract will not imply any endorsement, benefit or product beyond the deliverable services and products expressly contained in the contract.

4.3.  It will be the general policy of the DCBA to accept contributions from any source. However, DCBA retains the right to refuse any gift where, in the judgment of the Board of Directors, the reputation or perceived image of the grantor may be deemed injurious to the DCBA.

4.4.  Any gift or donation made to a Board Member in any capacity or association with the DCBA, shall be the property of the DCBA association. The property can only be retained by the Board Member after a vote by the General Membership at the next General Meeting.

4.5.  Board Members are ineligible for any drawings of door prizes at the General Meeting.

ARTICLE VIII

Ad Hoc Committees

1.      The Ad-hoc committees are Compliance, Librarian, Hospitality, Fund Raising, Audit, Scholarship, and any other Ad Hoc Committee as determined by the Board.

2.      Each Ad Hoc committee will be consistent with the DCBA Mission Statement.  

ARTICLE IX

Amendment of Bylaws

1.      Notice of all proposed amendments to the bylaws with the date, time and place of consideration shall be presented in written form via conventional mail, email, posting to the DCBA Website or other equivalent means to members at least 30 days prior to consideration by the membership.

2.      These bylaws may be amended by a two-thirds vote of the attending members at any general meeting constituting a quorum after the proposed amendment has been approved by the Board.

ARTICLE X

Dissolution

1.      Should the membership elect to dissolve the Association, all assets will be donated to a similar not for profit beekeeping organization, university, or research entity. Nothing will accrue to any individual.