The ASP has changed its bylaws many times as the software industry has evolved. All changes must be voted in by a 2/3 majority of members, usually at the year-end meeting. Meetings of the membership are held online.
The Board of Directors of the ASP proposes amendments to the bylaws, but often the changes begin as suggestions from the membership. The Board of Directors has maintained a continuous online meeting since 1987–possibly a world record.
- ASP Mission Statement
- Form 990 Documents
- Amendment to the ASP Articles of Incorporation
- ASP Articles of Incorporation
BYLAWS OF The Association of Shareware Professionals, Inc.
(formed under the Texas Non-Profit Corporation Act)
ARTICLE I: Name
- Section 1.01. Name.
The corporate name of this organization (hereinafter referred to as "ASP" or the "Corporation") is Association of Shareware Professionals, Inc.
- Section 1.02. Purpose.
The purpose of this corporation is to strengthen the future of shareware (try-before-you-buy software).
ARTICLE II: Offices
- Section 2.01. Location.
The principal office of the Corporation shall be located, within or without the State of Texas, at such place as the Board of Directors of the Corporation (the "Board") shall from time to time designate.
The Corporation may maintain additional offices at such other places as the Board may designate. The Corporation shall continuously maintain within the State of Texas a registered office at such place as may be designated by the Board.
ARTICLE III: Membership
- Section 3.01. Qualification of Members.
- The Membership of the Corporation shall consist of all persons who are hereafter received in or elected to Membership as hereinafter provided.
- The criteria for Membership in the Corporation shall be:
- That the Member, in the judgment of the Board, is and remains a shareware professional, as that term may be defined by the Board after
consultation with the Membership.
- That the Member agrees to pay and remains current in the payment of dues, fees, and assessments to continue as Members.
- That the Member agrees to abide by and continues to abide by the published standards of the Corporation for the development and distribution of shareware.
- That the Member, in the judgment of the Board, is and remains a shareware professional, as that term may be defined by the Board after
- Membership may be held by individuals, companies, partnerships, or corporations.
- The criteria for Membership in the Corporation may not be altered except by an amendment to these Bylaws as per section 8.06.
- Section 3.02. Classes of Members.
- Voting Members. The Corporation may, by resolution of the Board of Directors, establish classes of Voting Members in addition to its published
list of Voting Member classes.
- Nonvoting Members. The Corporation may also, by resolution of the Board of Directors, authorize one or more classes of Nonvoting Members or member classes having limited membership rights.
- Not more than 15 persons who are owners, partners, representatives, employees and/or agents of the same corporation, company, parent company, partnership, agency, organization or any subsidiary or division thereof may hold voting memberships.
- Section 3.03. Election of Members.
Prospective members must submit a membership application to the ASP to be reviewed by an agent of the organization as appointed by the board. If the agent has concerns regarding the application, the application is referred to the Board of Directors for further review. Upon review, the application is either accepted "as is" or is rejected.
- Section 3.04. Dismissal of Members.
- The Board may dismiss a Member from Membership upon any one or more of the following grounds:
- the failure of the Member to meet, or continue to meet, any Membership criterion.
- the Member interferes with any act or activity authorized by ASP, where such act or activity is, or is intended to be, in furtherance of any of the ASP's purposes or primary goals as described in section 1.02 above.
- the Member violates any rule or regulation of the ASP, or any directive from the ASP's authorized agents or representatives acting within the scope of their authority from the ASP. For purposes of this subparagraph, each directive delivered or transmitted by the Board or its designee to a Member shall automatically be deemed to be a directive from an ASP agent acting within the scope of his or her authority, unless and until the Board by two-thirds vote specifically and expressly declares otherwise as to such directive.
- It shall be the obligation and responsibility of each Member to advise the Board if the Member no longer qualifies as a Member.
- The procedure for dismissal shall be as follows:
- If at any time the Board determines both: that there are grounds to believe that a Member meets any of the foregoing criteria for dismissal, and that the Board desires at that time to commence dismissal procedures, then it shall provide a written or electronic (as the Board so elects in each case) notice of possible dismissal to the Member, setting forth briefly each of the grounds upon which the Board seeks dismissal.
- The Member shall have fifteen (15) days from the date notice is given to provide a response to such notice to the Board, in the medium specified in the notice from the Board. Following the Member's response, if any, the Board shall determine whether or not the Member shall be dismissed, and if the Member is not dismissed, any other action within the Board's authority regarding such Member, and shall deliver notice of its determinations to the Member. All of the Board's determinations shall be made at the Board's sole discretion, and may not be attacked, voided or altered in any other forum.
- The Board's tender of delivery of notice of dismissal to a Member following the foregoing procedures shall be conclusively deemed a complete and final dismissal of that Member. The notice of the Board's determinations shall describe the grounds for dismissal or for not proceeding with dismissal, the grounds for any other official action being taken by the Board, and the nature of each official action being taken by the Board as a result of its determinations in the matter.
- The Board will use reasonable efforts to keep confidential its and any Member's official communications comprising or regarding the dismissal procedure (except for disclosure of the fact of dismissal of any Member), except that if the Member requests a public proceeding in response to a notice of possible dismissal, then the Board shall arrange for public display of the notice of possible dismissal, the Member's response to such notice, and the notice of the Board's determinations.
- A determination by the Board to dismiss a Member following review of the Member's response as described above shall require a vote of two-thirds of all then-seated Board members. This authority may not be delegated.
- Neither commencement or maintenance of dismissal procedures, nor any act or activity occurring in relation to dismissal procedures, shall postpone, suspend, disqualify or prevent the Board from taking any action, at any time (including but not limited to any in regard to any Member subject at any time to dismissal procedures), which is within the Board's overall authority as the Board of Directors of the ASP.
- Section 3.05. Resignation of Members.
A Member may resign from Membership at any time.
- Section 3.06. Membership Committee.
The Board may establish a Membership committee to which it may delegate any responsibility which the Board may have regarding Membership. A Member may appeal to the full Board from any adverse decision of the Membership committee.
- Section 3.07. Dues, Fees and Assessments.
Dues shall be established, and may be modified from time to time, by two thirds (2/3) vote of the Board of Directors. Fees and assessments may be established or modified from time to time by a vote of two thirds (2/3) of the Board of Directors. Dues may be waived or reduced at any time by a vote of two thirds (2/3) of the Board of Directors.
- Section 3.08. Voting.
- Each Voting Member shall have one vote.
- A Voting Member may vote in person or, unless the Articles of Incorporation or the Bylaws otherwise provide, may vote by proxy executed in writing by the Member or by his duly authorized attorney-in-fact and appointing one of the Directors to cast votes for such Member in a manner specified in such proxy.
- Members who are also Directors shall not have the right to vote on matters concerning the manner in which they have exercised their functions as Directors, except they may vote on any matter concerning the description, enlargement or circumscription of their functions as Directors.
- Section 3.09. Discussions and Consultations.
Members participate in continuous discussions and consultations on an Online Service as may be selected by the Board after consultation with the Membership. Wherever in these Bylaws the Board is required to consult with the Membership, it shall be sufficient if the Board consults with the Membership electronically on such Online Service. No votes may be taken during such continuous discussions and consultations, other than unofficial votes for the Board to obtain the sense of the Membership. If such continuous discussions and consultations result in a proposal that requires voting, a Special Meeting of the Members shall be called as provided in Section 3.11 for the purpose of voting on such proposal.
- Section 3.10. Quorum of Members and Action by the Membership.
At all meetings, a quorum shall consist of those persons who have cast their votes at such meeting; represented in person or by proxy. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, action at any meeting of Members may be taken by a simple majority vote of the Members casting votes at a meeting at which a quorum is present.
- Section 3.11. Meetings of Members
- Annual Meetings of the Members of the Corporation shall be held once each year at a time to be fixed by the Board of Directors.
- Special Meetings of the Members of the Corporation may be called from time to time by the Board of Directors, or by at least 15 Members acting in
concert, or by the Secretary.
- The President shall chair all Meetings of the Members of the Corporation. In the event that the President is unable to chair the Meeting, or should a conflict of interest exist, the chair shall pass to the remaining officers of the Corporation who are present and who are free of conflict of interest, in the order they are named in Article VII. The meetings shall be governed by Roberts Rules of Order, Revised except where, in the opinion of the chair, a limitation or enhancement of electronic conferencing makes certain of those rules either unworkable or unnecessary.
Only the chair may call for an end of discussion and for a vote on a proposal and such call shall constitute the beginning of the voting period.'"
- A conflict of interest shall be presumed to exist for any chair if the chairperson is the subject of the meeting or a candidate for office to be elected by the meeting.
- Any resolution which is defeated at any meeting of the Members of the Corporation may not be reintroduced or placed on the agenda for any meeting within six (6) months following defeat of such resolution.
- Any member who does not cast a vote will be considered absent from the meeting.
- Section 3.12. Notice of Meetings.
- Written or printed notice of the time and place of the annual Meeting of the Members of the Corporation shall be provided by any combination of personally, facsimile transmission, mail, electronic messaging, and/or electronic mail to each Member not less than ten nor more than sixty days prior thereto and shall specify the matters to be discussed and voted upon at such annual Meeting of the Members of the Corporation. The content of the notice may recite in its entirety the matter to be discussed and voted upon or may contain a summary. If only a summary is provided in the notice, then a URL linking to member accessible web pages containing the entirety of the matter must be provided in the notice and the linked pages must remain fixed and unchanging between the period ten days prior to and ten days after the completion of the vote. No business may come before an annual Meeting which is not so specified.
- Written or printed notice of the time and place of a Special Meeting of the Members of the Corporation shall be provided by any combination of personally, facsimile transmission, mail, electronic messaging, and/or electronic mail to each Member not less than ten nor more than sixty days prior thereto and shall specify the matters to be discussed and voted upon at such Special Meeting of the Members of the Corporation. The content of the notice may recite in its entirety the matter to be discussed and voted upon or may contain a summary. If only a summary is provided in the notice, then a URL linking to member accessible web pages containing the entirety of the matter must be provided in the notice and the linked pages must remain fixed and unchanging between the period ten days prior to and ten days after the completion of the vote. No business may come before a Special Meeting which is not so specified.
- Section 3.13. Meetings of the Membership by Conference Telephone or Other Remote Communications Technology.
Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any one or more Members may participate in a regular or special meeting of the Membership by means of conference telephone or similar means of communications equipment by means of which all persons participating in the meeting may simultaneously hear each other during the meeting; or another suitable electronic communications system, including videoconferencing technology or the Internet, provided that the system provides access to the meeting in a manner or using a method by which each Member participating in the meeting can communicate concurrently with each other participant. A Member participating in a meeting by this means is deemed to be present in person at the meeting.
- Section 3.14. Chapters and Special Interest Groups.
- The Board of Directors is authorized to approve the creation of ASP Chapters or Special Interest Groups as it deems prudent. In general these ASP subgroups will be created only when there is a significant geographical, cultural, or technical subgroup of ASP members which would benefit from the existence of a formal ASP subgroup.
- It will be the responsibility of the Board to ensure that any such subgroup is adequately organized, and to negotiate appropriate agreements with those taking responsibility for the subgroup. These agreements are expected to assure the likely success of the group, to provide appropriate procedures for disbanding the group if it becomes inactive or fails to adhere to ASP requirements, to define all significant working relationships not impose an inappropriate additional workload on existing ASP staff or volunteers. These agreements will take the form of a formal letter of agreement, in order to insure that expectations are clear and similar on all sides.
- Each member of any ASP Chapter or Special Interest Group will be required to hold the corresponding category of ASP membership.
- At its discretion, the Board of Directors can allow a Chapter or Special Interest Group to impose additional dues (nominal in amount) on its members, to cover operating expenses of the subgroup.
- Under certain circumstances, it may be appropriate for a subgroup to provide some of the services normally provided by ASP itself. For example, a Chapter created to provide ASP services in a specific language other than English might well undertake to process membership applications received in that language, or to provide a newsletter in that language. At its discretion, the Board may contract to provide to the subgroup a proportion of the ASP dues of the subgroup members, in order to cover these costs, particularly when they represent a reduction in the corresponding expenses or workload of ASP itself. The proportion of dues involved will be based on actual expected expenses for the functions involved, and will in any event not exceed 15% of ASP dues.
ARTICLE IV: Board of Directors
- Section 4.01. Power and Qualification of the Board of Directors.
The Board of Directors shall have general charge and management of the affairs, funds and property of the Corporation. Directors shall have full power and it shall be their duty to carry out the purposes of the Corporation according to its charter and bylaws; to determine whether the conduct of any Member is detrimental to the welfare of the Corporation and to fix the penalty for such misconduct or any violation of the charter or bylaws; to employ personnel for the carrying out of the Corporation's objectives; and to make the rules to implement standards for the conduct of the Members. Directors need not be residents of the State of Texas. Directors must be Voting Members of the Corporation.
- Section 4.02. Number of Directors.
There shall be six (6) Members of the Board of Directors.
- Section 4.03. Election and Term of Directors.
- Directors shall be elected at a Special Meeting of the Membership which shall be called by the Secretary of the Corporation not later than December 1 of each year. Half of the Directors shall be elected in even-numbered years, and half in odd-numbered years. Each Director shall hold office for a term of two (2) years, and until his or her successor has been elected and qualified.
- In the event the results of the Special Meeting to elect members to the Board result in a tie involving the last Board seat to be filled, the Secretary shall contact the candidates who are tied to ascertain if any of them wish to concede the election to the other(s). If enough candidates concede to clearly indicate the winners of the election, the remaining candidate(s) who did not concede shall fill the last seat(s). If enough candidates do not wish to concede the election, the Special Meeting will resume for an additional seven (7) days, following an announcement of a runoff vote, during which time an election will be held among those candidates tied for the last seat who have not previously conceded the election. In the event the candidates remain tied after the runoff election, the currently-seated Board shall select from the tied candidates to fill the remaining seats.
- Directors shall be eligible for reelection.
- Directors shall elect a Chairman of the Board of Directors at any meeting of the Board by a vote of the majority of Directors then in office. The duties of the Chairman shall be to chair all meetings of the Board of Directors and to provide guidance and leadership for the Corporation and its Membership. In the event of a tie vote by the Board for the Chairman or any officer, a vote will be cast by the first of the President, Vice President, Secretary, or Treasurer that is not a member of the Board.
- Section 4.04. Discussions and Consultations.
Directors participate in continuous discussions and consultations on an Online Service as may be selected by the Board of Directors after consultation with the Membership. All Directors must have access to such Online Service, and maintain a regular presence there. If such continuous discussions and consultations result in a proposal that requires voting, a Special Meeting of the Board shall be called as provided in Section 4.06 for the purpose of voting on such proposal.
- Section 4.05. Quorum of Directors and Action by the Board.
Unless a greater proportion is required by law or by the Articles of Incorporation or these Bylaws, a majority of the number of Directors then in office, but not less than three, shall constitute a quorum for the transaction of business. Directors present by proxy may not be counted toward a quorum. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the vote of a majority of the Directors present and voting in person or by proxy at a meeting at which a quorum is present shall constitute the action of the Board. A Director may vote in person or by proxy executed in writing by the Director.
- Section 4.06. Meetings of the Board.
- An annual meeting of the Board shall be held each year at such time and place as shall be fixed by the Board, for the election of officers and for the transaction of such other business as may properly come before the meeting.
- Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time whenever called by the President or any two Directors.
- Regular and special meetings of the Board may be held at such places, within or without of the State of Texas, as the Board may determine.
- Only the Chairman of the Board or any two directors may call for a vote on a proposal and such call shall constitute the beginning of the "voting period".
- Section 4.07. Notice of Meetings.
- Written notice of each meeting of the Board shall be given to each Director as prescribed by resolution of the Board.
- A Director may waive notice of a Board meeting by delivering a written waiver to the Secretary of the Corporation, which shall be filed with the minutes of proceedings of the Board. A Director's attendance at or participation in a meeting waives any required notice to him or her of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
- Unless otherwise required by law or by these Bylaws, a notice need not specify the business to be transacted at, or the purpose of, any meeting of the Board; provided, however, if such notice does specify the business to be transacted at, or the purpose of, a meeting of the Board, such notice shall not limit the actions the Board may take at such meeting.
- Section 4.08. Action by Directors in Lieu of a Meeting;Meetings by Conference Telephone or Other Remote Communications Technology.
- Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all Directors consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Directors shall be filed with the minutes of the Board or filed with the corporate records reflecting the action taken.
Any action taken under this Section 4.08(a) shall be effective when the last Director signs the consent, unless the consent specifies a different effective date, in which event the action taken shall be effective as of the date specified therein, provided, the consent states the date of execution by each Director. Such consent shall have the same force and effect as a unanimous vote.
- Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any one or more members of the Board may participate in a regular or special meeting of the Board or of a committee thereof by means of conference telephone or similar means of communications equipment by means of which all persons participating in the meeting may simultaneously hear each other during the meeting; or another suitable electronic communications system, including videoconferencing technology or the Internet, provided that the system provides access to the meeting in a manner or using a method by which each member participating in the meeting can communicate concurrently with each other participant. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
- Section 4.09. Vacancies.
If a vacancy occurs on the Board for any reason, a successor may be appointed to serve for the unexpired portion of the term by a majority of a quorum of members of the Board of Directors present and voting, but the Board may allow the vacancy to continue until a subsequent meeting of the members. If 3 or fewer board seats are held by directors elected by the membership (i.e. remainder held by appointed directors or vacant) then prompt elections must be held to fill all seats not held by elected directors.
- Section 4.10. Removal of Directors.
A Director may be removed, with or without cause, at any time by a majority vote of the Members casting votes at an annual or special meeting at which a quorum is present.
- Section 4.11. Resignations.
A Director may resign at any time by delivering written notice to the Board, the President or the Secretary. Such resignation shall take effect when such notice is delivered, unless the notice specifies a later effective date.
- Section 4.12. Compensation of Directors.
The Corporation shall not pay any compensation to Directors for services rendered as Directors of the Corporation, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by a
majority of the entire Board. Directors may be compensated for services rendered to the Corporation that are not a part of their services as a Director, but may not vote on board motions related to the selection of themselves as providers of such services.
ARTICLE V: Committees
- Section 5.01. Committees; Authority.
- The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more persons, a majority of whom are Directors, which committees, to the extent provided in the resolution, shall have and exercise the authority of the Board, except that a committee may not exercise authority prohibited by law. Other committees not having and exercising the authority of the Board may be designated and appointed by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Membership on such committees need not be limited to Directors.
- The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed upon it, him or her by law. Any non-Director who becomes a member of any such committee shall have the same responsibility with respect to such committee as a Director who is a member thereof.
ARTICLE VI: Procedure for Electronic Meetings
- Section 6.01. General Procedure.
The voting period for each issue or election shall initially be set at 168 contiguous hours. Should the Online Service or other method employed for the conduct of the meeting and voting be unavailable to voters for 6 or more hours during any such voting period then the voting period shall be extended in contiguous 24-hour increments as needed to reach a voting period that is as contiguous as practicable under the circumstances in the meeting chairman's judgment, and totaling at least 168 hours. Notice of such extensions shall be made to voters in the same electronic venues as those used to announce the vote, as well as any other methods found appropriate by the meeting chairman.
- Section 6.02. Membership Meeting Additional Procedure.
Should the Online Service or other method employed for the conduct of the meeting and voting be unavailable to the general Membership for less than 6 hours during the initially set voting period, the Board may direct the meeting chairman to allow for extension of the voting period by up to 24 hours.
- Section 6.03. Other Meeting Additional Procedure.
Should the Online Service or other method employed for the conduct of any meeting other than a General Membership meeting and voting be unavailable to the voters for less than 6 hours during the initially set voting period, the loss of up to 6 hours shall be ignored and the voting period remain unaffected.
ARTICLE VII: Officers, Agents and Employees
- Section 7.01 Officers.
The Board shall elect from the Membership a President, a Vice President, a Secretary, a Treasurer, and other officers as the Board may deem necessary. The same individual may simultaneously hold more than one office, except the offices of President and Secretary. One of either the Chairman of the Board or the President must be an independent software developer.
- Section 7.02. Term of Office and Removal.
Unless otherwise provided by resolution of the Board, the President, Vice President, Secretary and Treasurer and such other officers as the Board may deem necessary shall be elected promptly by the Directors to fill all vacancies. Each officer shall hold office for the term for which he or she has been elected, not to exceed three years, and until his or her successor has been elected and qualified. Officers may be reelected. The Board may remove any officer at any time, with or without cause. Removal of an officer shall be without prejudice to his or her contract rights, if any. The election of an officer shall not of itself create any contract rights.
- Section 7.03. Vacancies.
A vacancy in any office occurring as a result of any newly-created office or the death, resignation, removal, incapacity or disqualification of an officer may be filled from the Membership by action of the Board. An officer elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until his or her successor is elected and qualified.
- Section 7.04. Resignation.
An officer may resign at any time by delivering written notice to the Corporation. Such resignation shall take effect when such notice is delivered, unless the notice specifies a later effective date.
- Section 7.05. Powers and Duties of Officers.
Subject to the control of the Board, all officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or by the Board and, to the extent not so provided, as generally pertain to their respective offices.
- President. The President shall serve as the chief executive officer of the Corporation. The President shall attend all meetings of the Board. The President shall preside at all meetings of the Membership and shall have the right to vote at such meetings. In the case of a tie the President shall have the power to cast two votes to break the tie. The President and the Secretary shall sign the record of meetings.
The President may establish committees and shall appoint chairmen of such committees. Subject to the supervision of the Board, the President shall coordinate the activities of the Officers and the committees and perform all duties customary to that office and shall manage the affairs of the Corporation in accordance with the policies and directives approved by the Board.
- Vice-President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such powers as the Board may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and the supervision of the Board.
- Secretary. The Secretary shall be responsible for preparing and maintaining custody of the minutes of all meetings of the Board, and for authenticating records of the Corporation, shall keep a register of the Membership, and shall give or cause to be given notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of Secretary or as may be determined from time to time by the Board.
- Treasurer. The Treasurer shall have custody of, and be responsible for, all funds and securities of the Corporation. He or she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all funds and other valuable property of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board may designate. Whenever required by the Board, the Treasurer shall render a statement of accounts. He or she shall, at all reasonable times, exhibit the books and accounts to any officer or director of the Corporation, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board, and such other duties as shall from time to time be assigned by the Board.
- 7.06. Agents and Employees.
The Board may appoint agents and/or employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person's contract rights, if any, and the appointment of such person shall not of itself create any contract rights.
- Section 7.07. Compensation of Officers, Agents and Employees.
- The Corporation may pay compensation in reasonable amounts to officers for services rendered, such amounts to be fixed by a majority of the entire Board.
- The Corporation may pay compensation to agents and employees for services rendered, and may reimburse agents and employees for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts, such amounts to be fixed by the Board.
- The Board may require agents or employees to give security for the faithful performance of their duties.
ARTICLE VIII: Miscellaneous
- Section 8.01. Fiscal Year.
The fiscal year of the Corporation shall be the calendar year or such other period as may be fixed by the Board.
- Section 8.02. Corporate Seal.
The corporate seal shall be in such form as may be approved from time to time by the Board.
- Section 8.03. Checks, Notes, and Contracts.
The Board shall determine who shall be authorized from time to time on the Corporation's behalf to sign checks, drafts or other orders for payment of money; to sign acceptances, notes or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
- Section 8.04. Books and Records to be Kept.
The Corporation shall keep at its office correct and complete books and records of account, the activities and transactions of the Corporation, the minutes of the proceedings of the Board and the current list of Directors, officers and Members of the Corporation and their residence addresses. Any of the books, minutes and records of the Corporation may be in written form or in any other form capable of being converted into written form within a reasonable time.
- Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
- Voting Members shall have the right to inspect on demand electronic copies of articles of incorporation, bylaws, official income and expense reports, the minutes of the ongoing board of directors meeting as reflected in asp.members.official, IRS Form 990 filings for the last 3 years, and electronic copies of any other documents as may be required by law at no expense to member.
- Any member, on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant, or attorney, at any reasonable time, for any proper purpose, the books and records of the corporation relevant to that purpose, at the expense of the member.
- Section 8.05. Notices and Communications.
All notices or communications required or permitted hereunder shall be delivered to the membership via a postal mailing service or by electronic means, to the last known addresses as shown in the records of the Corporation.
- Section 8.06. Amendments.
The Articles of Incorporation and these Bylaws may be amended only by a two-thirds majority vote of the Members casting votes at an annual or special meeting at which a quorum is present provided that notice of the purport of any proposed amendment has been stated in the call for the meeting.
- Section 8.07. Indemnification and Insurance.
- Indemnification. To the extent required pursuant to the Texas Non-Profit Corporation Act, Article 13 96-2.22A, as may be amended, or its successors, this Corporation shall indemnify any and all of its directors, officers, former directors, former officers, any of them in connection with any actual or threatened action, suit, claim, or proceeding in which any of them are or may be made a part by reason of having been a director, officer, employee, committee person or agent of this Corporation.
- Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as director, officer, employee, committee person or agent of the Corporation against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under 8.07(a) above.
ARTICLE IX Dissolution
- Section 9.01. Dissolution.
The Corporation can be dissolved only upon a two-thirds majority vote of a quorum present at any annual or special meeting of the Membership.
ARTICLE X Exempt Status
- Section 10.01. Exempt Status.
Notwithstanding any provision in these Bylaws or in the Corporation's Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax as an organization described in § 501(c)(6) of the Code or the corresponding provision of any future federal tax code.