Bylaws.
Bylaws
Of
The Texas Chapter of the International Factoring Association, a nonprofit corporation dba Texas Factors!
Article I – General
1. Name. The name of this organization is The Texas Chapter of the International Factoring Association, a nonprofit corporation dba Texas Factors!, hereinafter called the “Chapter.” The Chapter functions as a regional division of the International Factoring Association, hereinafter called the “Association.”
2. Territory and Location. The Chapter will operate and serve members within the state of Texas, and its Principal Office will be located at 909 Fannin, Ste 2300, Houston, Texas 77010, or in such other place as determined by the Chapter’s Advisory Board.
3. Purposes. The Chapter shall promote the factoring industry and its members, in accordance with the Association’s objectives. Further, the Chapter will support and adhere to the objectives, code of ethics, and other standards established by the Association.
4. Restrictions. All policies and activities of the Chapter are consistent with applicable federal, state and local antitrust, trade regulation or other requirements.
Article II – Membership
1. Membership Eligibility.
a. Membership in the Chapter is limited to individuals in good standing of the Association who are in compliance with the Association’s rules and regulations and who have paid membership dues (if any become due later) to the Chapter.
b. Revocation or suspension of membership by the Association shall automatically constitute revocation or suspension of membership in the Chapter.
c. Members must be employed by a factoring company this is also a member of the Association and that is either (a) a Texas entity or (b) uses Texas law as the governing law in its factoring agreement and has a physical location in Texas.
2. Regular Membership. Regular voting membership is limited to qualified individuals who pay applicable dues established by the Advisory Board. Initially, no dues are required.
3. Resignation. A member may resign by submitting a written resignation; resignation does not relieve a member from liability for the full annual dues or other obligations accrued and unpaid as of the date of resignation.
4. Expulsion. A member is automatically expelled without action of the Advisory Board for failure to pay applicable dues for more than 60 days, or failure to meet the eligibility requirements for membership. A member may be expelled by the Advisory Board for other reasons if the member is provided with advance written notice including the reason for the proposed expulsion, an opportunity to contest the proposed expulsion in writing or in person before the Advisory Board, and final written Notice of the Board’s decision.
Article III – Membership Meetings and Voting
5. Membership Meetings. Meetings of the membership are held at least once per year, at times and places (which shall permit remote attendance) determined by the Chapter’s Advisory Board.
6. Notice. Notice of membership meetings is provided to members at least 3-7 days before the meetings by any reasonable means of delivery, including e-mail, website publication or any other electronic means.
7. Voting. Whenever the members must vote on a matter under these Bylaws or otherwise, this section will apply. Voting at membership meetings may be in person or by proxy with each voting member having a single vote. A majority of the members voting in person or by proxy where a quorum is present carries an action. Members may vote without a meeting in elections or on any matter presented by the Advisory Board where a quorum participates and the votes are submitted in writing by postal or other delivery, facsimile, e-mail, or any other electronic means. A quorum for membership voting is 50 percent of the voting members.
Article IV – Officers
8. Officers. Officers of the Chapter shall be a President, Vice President, Secretary, Treasurer, and any other Officers as determined by the Advisory Board. The Advisory Board shall define the roles and obligations of each Officer. The offices of Secretary and Treasurer may be combined and held by the same person at the discretion of the Advisory Board. However, the office of President shall not be held by the same person who holds the office of Secretary or Treasurer (or both). Regardless of the foregoing, the initial President shall be the Association’s attorney, Jason Matthew Medley, until a successor is appointed, and the Vice President shall be Rachel Arco; who both shall provide administrative services to the Chapter. The Secretary and/or Treasurer may be the Chapter’s attorney (unless such person is serving as the President). The initial Secretary shall be Robert W. Kincaid, and the initial Treasurer shall be Archie Guevara, until their successor is appointed. The foregoing individuals shall constitute the initial Advisory Board as well, until their successors are appointed.
9. Composition and Election. Subject to the exceptions expressed in #1 above, officers of the Chapter must be at least 21 years of age and members in good standing of the Chapter. Officers are elected by a majority of the members voting where a quorum is present; the Advisory Board sets forth the procedures for how candidates are nominated and elected. The first election shall be on or around two years from the date hereof. Advisory Board members shall be Officers as well, as described below.
10. Terms. Officer terms shall be two years in duration, and until a successor is appointed. A partial-year term in that office in the prior year does not constitute a “year” for purposes of this section.
11. Vacancies. Vacancies among the Officers are filled, for the balance of the term of office, by the Advisory Board.
12. Removal or Resignation. An Officer may be removed by (a) two-thirds of the members voting where a quorum is present, or (b) three-quarters of the full Advisory Board, with the Officer proposed to be removed not voting. If the Officer proposed to be removed is provided with advance written notice, including the reason for the proposed removal, the Officer must have an opportunity to contest the proposed removal in writing or in person, and be given final written notice of the removal decision. An Officer may resign at any time by providing written notice to the Advisory Board. Any removal or resignation of a person as an Officer automatically results in that person’s removal or resignation from the Advisory Board.
13. Compensation. Officers do not receive compensation for their services but may be reimbursed for reasonable expenses approved in advance by the Advisory Board.
Article V – Advisory Board
1. Directors. The affairs of the Chapter are managed by its Advisory Board. It is the Advisory Board’ duty to carry out the objectives and purposes of the Chapter, and to this end the Advisory Board may exercise all powers of the Chapter. The Advisory Board is subject to the restrictions and obligations set forth in these Bylaws.
2. Composition and Election. The Advisory Board is composed of the elected Officers of the Chapter and any additional Directors elected by the membership, if such additional Director positions are approved by the Advisory Board. Directors must be at least 21 years of age and members in good standing of the Chapter. Directors are elected by a majority of the members voting where a quorum is present; the Advisory Board sets forth the procedures for how candidates are nominated and elected.
3. Terms. Director terms shall be 2 years in duration and until a successor is elected. Directors may serve successive terms.
4. Vacancies. Vacancies among Directors are filled, for the balance of the term, by the Advisory Board.
5. Meetings and Voting. Whenever the Directors must vote on a matter under these Bylaws or otherwise, this section will apply.
a. Meetings of the Advisory Board are called by the Chairman. Unless otherwise appointed by the Advisory Board, the Chairman shall be the President. Meetings may be held telephonically or electronically (i.e. via Zoom, Microsoft Teams, or other platform) as long as each Director can hear the others.
b. A majority of Directors forms a quorum; a majority of votes is required to carry a matter where a quorum is present. Proxy voting by Directors is not permitted.
c. Directors may vote without a meeting on any matter where a quorum
participates and the votes are submitted in writing by postal or other delivery, facsimile, e-mail, or any other electronic means. An action taken by such a vote is memorialized by a written consent, which is signed by all Directors who voted in support of the action, and describes the action taken and authorized.
6. Removal. A Director may be removed by (a) two-thirds of the members voting where a quorum is present, or (b) three-quarters of the full Advisory Board, with the Director proposed to be removed not voting. If the Director proposed to be removed is provided with advance written notice including the reason for the proposed removal, the Director must have an opportunity to contest the proposed removal in writing or in person, and final written notice of the removal decision. A Director may resign at any time by providing written notice to the Advisory Board. Any removal or resignation of a person as a Director, where such person is also an Officer of the Chapter, automatically results in that person’s removal or resignation as an Officer.
7. Compensation. Directors do not receive compensation for their services but may be reimbursed for reasonable expenses.
8. Elections. The Chapter will endeavor to hold its first election for the Advisory Board within two years following the date hereof. The Chapter will email the members giving them at least 2 weeks to reply, seeking nominations for each officer position. Any member may nominate a qualifying candidate (key employee of a Member), including themselves. The Chapter will then email the list of candidates and the respective office for which they have been nominated. Members will vote by email and shall be given at least 1 week to respond. The candidate with the most votes shall win the election for that particular officer position. The elected officers will then comprise the Advisory Board.
Article VI – Committees
The Advisory Board may establish various committees to carry on the affairs of the Chapter. The creation of a committee shall be approved by a majority of the Directors voting where a quorum is present. The composition of each committee and manner of election of its members shall be determined by the Advisory Board. The rules in these Bylaws governing the Advisory Board also apply to committees of the Advisory Board. A committee may be given the authority of the Advisory Board.
Article VII – Miscellaneous
1. Charter. The Chapter, its Officers, Directors, and agents must conform with and maintain its charter and all Chapter affiliation requirements imposed by the Association.
2. Books and Records. The Chapter must keep books and records of its financial accounts, meeting minutes, and membership list (with names and addresses) at its Principal Office. The Chapter will make those books and records available to the Association at any time.
3. Fiscal Year. The fiscal year of the Chapter is the calendar year.
4. Annual Report to the Association. The Chapter will submit an Annual Report to the Association by March 1 of each year, which includes meeting history and minutes, planned meetings and events, financial documents, and any other document or report required by the Association.
5. Contracts. The Advisory Board may authorize any Director, Officer, agent or employee, to enter into or execute any contract on behalf of the Chapter. However, without such authorization, no person has the power or authority to bind the Chapter under any contract or agreement, to pledge the Chapter’s credit, or to render the Chapter liable for any purpose or amount. Chapters may not enter into or execute any contract or agreements on behalf of the Association.
6. Amendments. Amendments to these Bylaws are made by (a) a 2/3 majority of the members voting where a quorum is present, or (b) three-quarters of the full Advisory Board.
7. Assets of Chapter and Dissolution. No member of the Chapter has any right, title, or interest in or to the Chapter’s assets. Should the Chapter liquidate, dissolve or terminate in any way, all assets remaining after paying the Chapter’s debts and obligations must be transferred from the Chapter’s bank account to the Association (as such assets are at all times the property of the Association). In no event may any assets inure to the benefit of or be distributed to any member, Director, Officer, or employee of the Chapter.