BY-LAWS OF THE CENTRAL TEXAS MYCOLOGICAL SOCIETY
Drafted March 19th, 2019, added to website June 2nd, 2020.
ARTICLE 1 ORGANIZATION
1.1 NAME
The name of this member self-directed non-profit is THE CENTRAL TEXAS MYCOLOGICAL SOCIETY (referred to in the BY-LAWS as CTMS).
ARTICLE 2 DIRECTION
2.1 VISION
CTMS seeks to foster the recognition of Fungi as a beneficial ally in the effort to restore and sustain the resilience of the natural world.
2.2 MISSION
Our mission is to strengthen the conservation, awareness, and study of Mycology in the communities of Central Texas by creating a member self-directed non-profit organization, CTMS.
2.3 COOPERATIVE PRINCIPLES
CTMS shall be operated in accordance with the cooperative principles adopted by the 1995 General Assembly of the International Cooperative Alliance, such principles being: (i) voluntary and open ownership without arbitrary discrimination; (ii) democratic governance; (iii) economic participation by members; (iv) autonomy and independence of the CTMS; (v) providing education and training; (vi) cooperation with other cooperatives; and (vii) concern for community.
2.4 NONDISCRIMINATION
CTMS shall not discriminate on the basis of race, nationality, religion, age, gender, sexual orientation, political affiliation, or other arbitrary basis. CTMS reserves the right to abstain or nullify any dealings with individuals or organizations who are found to engage in any discriminatory practices.
ARTICLE 3 MEMBERSHIP
3.1 TYPES OF MEMBERSHIP
CTMS will offer 4 types of memberships (each is a “Membership,” and all persons holding the Membership is “members”):
Individual/Household Membership, where “Household” means an adult and a single adult spouse/partner living at the same address (no more than 2 persons), and that couple’s children who are under 18 years of age and living in the same household as the adult/adult partner;
Student Membership, which is available to an individual who is a full-time, post-high school student possessing a current student ID card (which card must be presented upon CTMS request);
Lifetime Membership, Life Membership, which may be given to either an individual or Household;
Complimentary Membership, which may be given to an individual, Household, or organization under terms and conditions to be determined by the Board.
3.2 ELECTION TO MEMBERSHIP
Individual, Household, and Student Memberships are available to all interested persons who pay the applicable annual dues (see 3.4 below).
The Board, by majority vote, may grant a life Membership to recognize services performed for CTMS;
The Board, by majority vote, may grant to any person, Household or organization a complimentary membership, along with the associated privileges determined by the Board, to recognize service to CTMS.
3.3 VOTING RIGHTS
There existed three types of membership categories in the CTMS; Active member, Apprentice Member, and Supporter member.
Supporter Member: paid memberships dues
Eligible for Myco-Mastery Training Program
Eligible to vote in CTMS board and policy change elections.
Apprentice Member: paid membership dues & began the Myco-Mastery Training Program
Eligible to lead CTMS events
Active member: paid membership dues, attend 60% of the CTMS planning meetings per year, have completed Myco-mastery training, volunteer to assist in facilitating 4 CTMS events/workshops per year, or volunteer to lead 3 CTMS event/Workshops, or start and complete a mycology related project for CTMS
Eligible to run for CTMS office.
3.4 ANNUAL DUES
The Board will determine the annual dues that each type of Membership must pay to CTMS, except for complimentary Memberships, which pay no annual dues. The Board will determine the lifetime membership dues per offering.
3.5 TERMS AND EXPIRATION OF MEMBERSHIPS
The term of a life Membership is the life of the Member(s); the term of a complimentary Membership is the length of time designated by the Board at the time the Membership isgranted.
The term of a paid individual, Household, and student Membership will begin on September 1 and end on August 31.
To renew a paid Membership, the Member(s) must pay the applicable annual dues by September 1st. Any Memberships not renewed will be dropped from the CTMS roster and expire on September 30th.
3.6 MEMBERSHIP CERTIFICATE
CTMS may issue a certificate or card for each Membership, signed by the Membership Committee chairperson. The card or certificate will designate the class of Membership, an individual Member’s or head of Household’s name (as applicable), and any other information the Board determines.
3.7 TRANSFER OF MEMBERSHIP
Members may not transfer or assign their Membership in CTMS to another person or organization.
3.8 NO PROPERTY RIGHTS ON MEMBERSHIP TERMINATION OR EXPIRATION
If a Membership expires or terminates for any reason (including death, resignation, or failure to pay dues), no portion of CTMS’s property or assets will pass to the Member(s) holding the Membership, or to the estate of a deceased Member who held the Membership. No Member will have any claim, right, title, or interest in or to any of CTMS’s property or assets.
3.9 TERMINATION LIABILITY
None of CTMS, the Board, the individual Board members or any other CTMS Members will have any liability whatsoever for the expiration or termination of any Membership, for any reason.
ARTICLE 4 MEETINGS AND NEWSLETTER
4.1 ANNUAL MEETING
An annual meeting of the Members will be held each year at the time and place selected by the Board for the purpose of introducing the newly elected Officers and Trustees (each as defined below in 5.1) and for transacting any other applicable business. Members will be given written notice (via email or other electronic contact) of the annual meeting at least 10 but no more than 50 days before the annual meeting.
4.2 SPECIAL MEETINGS
Special meetings of the Members may be held from time to time as determined by the Board. The Board will give Members written notice (via email, or other electronic means) of any special meetings, including the time and place of the meeting, at least 5 but no more than 50 days before the special meeting, together with a short statement of the subject of the special meeting. The Board will also call a special meeting to take place within 30 days after the Board receives a petition that states the purpose of a meeting and contains the signatures of 10 percent of the Memberships (for clarity, only one signature is required for a Household Membership).
4.3 REGULAR MEETINGS
Regular meetings of the Members will be held monthly, except July and August, at the time and place selected by the Board. The “Annual Mushroom Festival” can serve as the annual meeting. Notice of the date, time and place of each regular Member meeting will be printed in Spore Prints, which will be mailed or otherwise distributed 10 days prior to the meeting.
4.4 COMMITTEE MEETINGS
Committee meetings are smaller meeting for tackling specialized CTMS projects or operations. Committees may form as Members see fit as long as it fits within the scope of CTMS. The Board may establish permanent committee for recurring CTMS events and projects.
4.5 QUORUM
In all cases, excluding Committee meetings, and regardless of the number of Members present, the Members present at a Members meeting will constitute a quorum, and a majority of those present may transact the business presented at the meeting.
4.6 PROCEDURE
Each meeting will need to fill the following roles to hold a meeting. In general meetings, the roles will be filled by the president, vice president, and secretary; respectively.
4.6.1 The Facilitator will preside over the meeting. Their roles include:
Welcoming new people
Announce Agenda items and the alloted time for discussion
Asking for changes or additions to the agenda
Moderate discussion to keep it on track
Checking for concerns when proposals are made
Ensure all opinions have been voiced in the discussion
4.6.2 The Monitor helps the discussion flow and stay productive. Their roles include:
Keep track of and periodically announces, the remaining amount of time allotted for agenda items, as well as for the entire meeting
Monitor overall engagement of the group, suggest breaks as needed
Keep track of the order of who wants to talk.
4.6.3 The Record Keeper takes notes for the meetings. Their role includes:
Taking notes on Agenda items.
Track which members have volunteered for what tasks.
Track tabled agenda items.
Post meeting minutes to Shared Drive.
4.6.4 Hand Signals
To increase the efficacy of a meeting, several silent hand signs have been developed that keep interruptions to a minimum:
ONE HYPHA: One finger is raised to signal that a member wishes to be added to the stack of people waiting to speak.
TWO HYPHA: Two fingers are raise to signal that a member has a direct response to what is being raised and wishes to jump to the top of the stack to increase the efficacy
WILD MYCELIUM: This form of silent applause signals that a member is in agreement with what is being said.
POINT OF ANASTOMOSIS: This signal is used when the meeting is going off topic, if tensions are rising, or if group dynamics are otherwise affecting a smooth meeting process and need to be addressed.
4.6 NEWSLETTER
CTMS will use reasonable efforts to distribute an electronic copy of the CTMS newsletter each month, excluding July and August, to all Memberships (unless otherwise decided by the Board; i.e., in the case of certain complementary Memberships)
ARTICLE 5 BOARD OF TRUSTEES
5.1 DEFINITIONS
The President, Vice President, Secretary and Treasurer, who is each a PSMS trustee, is also an “Officer.” The three trustees who are not Officers are each a “Trustee.” The “Board” means the board of all PSMS trustees, including the Officers, Trustees, and the immediate past President. Each member of the Board is a “Board member.”
5.2 GENERAL POWERS
The Board will manage the business and property of CTMS.
5.3 COMPOSITION OF THE BOARD
Each Board member must be at least 18 years old, be able to attend Board meetings in person, and hold a current paid or life Membership. More than one Member of a Household Membership may be on the Board at the same time, but no two members of a family or household may serve as Officers at the same time.
5.4 TENURE
The term of each Board member position will be 2 years. The term of each alternate Trustee position will be 1 year. The President and Secretary will be elected in odd calendar years. The Vice President and Treasurer will be elected in even calendar years. Two Trustees will be elected each year.
5.5 TERM LIMITS
Except for the Officers as described below in this Section 5, no person will serve on the Board more than 2 consecutive full terms unless that person is elected to a higher ranked position than the one previously held by that person. The rankings are:
1 –Immediate Past President (the highest ranking for purposes of re-election)
2 –President
3 –Vice President
4 –Treasurer
5–Secretary
6–Trustee
7- Trustee
After an Officer has served two consecutive 2-year terms in the same office, that Officer may continue to run for consecutive terms for the same office if the following occurs for each subsequent 2-yearterm:(a) the Officer meets the Officer qualifications (see Article VII below), and (b) the Board approves, by silent/ballot vote, an exception to the 2-term limit by a 2/3 vote.
5.6 VACANCIES
The Board will appoint a replacement Board member to fill any vacancy (including a vacancy created under Article VII, Section 5) occurring mid-term on the Board. The Board may deem, by a 2/3 silent/ballot vote of all other Board members (i.e., not 2/3 of a quorum of Board members), any Board member’s position vacant after that Board member has been absent at 3 consecutive Board meetings. Except for Officer positions (for which the process is described in Article VII), if there is a Trustee vacancy, the remaining Board members will appoint the alternate Trustee who received the most votes in the previous election. If no alternate Trustee is available, then the Board will appoint, by majority vote, an eligible Member to fill the vacated position for the remainder of the then-current term.
5.7 MEETINGS
The Board will meet at regular and special Board meetings at the times and places selected by the President, or the Vice President in case of the absence or disability of the President, or any 3 Board members, by giving the other Board members at least 24 hours oral or written (including via email) notice. The Board may resolve that the regular Board meetings (and the resolution will constitute giving notice of the meetings) will always be held at a certain time and place, which may be in or outside of the State of TEXAS. The presiding Officer will follow the spirit of procedures outlined in ARTICLE 4.6 at all Board meetings. In an emergency requiring a decision by the Board, the President (or Vice President or any 3 Trustees) must notify all other Board members and must get a response from at least a quorum of all Board members by telephone, email, other electronic contact, or by mail, in order to act on behalf of CTMS.
5.8 QUORUM
Subject situations where these Bylaws require a vote by all Board members, a majority of the Board members will constitute a quorum that can transact the business of the Board. In addition, alternate Board members can attend and vote at Board meetings if their presence would constitute a quorum.
5.9 MANNER OF ACTING
At all regular and special Board meetings, the President will act as chairperson and the Secretary will record the minutes of the meeting, a copy of which will be kept in the PSMS office. Except where these Bylaws require a 2/3 vote, or the Board determines that a decision requires a 2/3 or unanimous vote, the act of a majority of the quorum of Board members will constitute an act of the Board.
5.10 CHECKS AND LEGAL DOCUMENTS
The Board will determine pre-authorized CTMS spending limits for Board members and other Members. Any amounts that Board members and other Members wish to spend on behalf of CTMS above those amounts require prior Board approval. The Board must review and approve all contracts and other legal documents (excluding checks within the pre-authorized spending limits) before the contracts are entered into or the documents are signed by the authorized Officers.
ARTICLE 6 OFFICERS AND THEIR DUTIES
6.1 PRESIDENT
The President is the principal executive officer of CTMS and will generally supervise and control all of the business and affairs of CTMS. The President will preside at all Member and Board meetings. The President (or the Secretary or any other Officer authorized by the Board) will have the authority to sign contracts, deeds, mortgages, bonds, and other negotiable instruments (other than checks) that the Board has authorized to be executed, except in cases where these Bylaws, the law, or the Board delegates signing and execution to another CTMS Officer or agent. The President will also have the authority to sign checks up to amounts approved by the Board. In general, the President will perform all duties incident to the office of President and any other duties that are prescribed by the Board from time to time.
6.2 VICE PRESIDENT
In the absence of the President or in the event of the President’s incapacity to act, the Vice President will perform the duties of the President, and when acting in the capacity of the President, will have all the powers of, and be subject to all the restrictions of the President. The Vice President will perform all other duties that the President or Board from time to time assigns to the Vice President. In the case of the absence or disability of the President and the Vice President, or the President and Vice President’s refusal or neglect to act, the Board will appoint and direct a Member (who is eligible to hold the Vice President’s position) to assume the Vice President’s duties and authorities for any period that the Board see fit (not to exceed the unexpired term).
6.3 TREASURER
The Treasurer must be a member of CTMS for 4 cumulative years (unless 2/3 of all Board members agree otherwise), knowledgeable about accounting and tax rules and practices, and knowledgeable about the current CTMS accounting software. If required by the Board, the Treasurer will give a bond for the faithful discharge of the Treasurer’s duties in the amount and with the surety(ies) determined by the Board. The Treasurer will (a) have the care and custody of, and be responsible for, all CTMS funds and securities, (b) have the authority to sign checks up to amounts approved by the Board; (c) receive and give receipts for amounts due to CTMS from any source whatsoever, and (d) deposit all amounts in the name of CTMS into the CTMS bank or trust account(s), or other depositaries selected by the Board. In general, the Treasurer will perform all duties incident to the office of Treasurer and other duties assigned by the President or Board from time to time. In the absence or disability of the Treasurer, or the Treasurer’s refusal or neglect to act, the Board will appoint and direct a Member (who is eligible to hold the Treasurer position) to assume the Treasurer’s duties and authorities for any period the Board sees fit (not to exceed the unexpired term of office). If no Member with the qualifications above will run for Treasurer, then the Board may hire a consultant to perform the accounting and bookkeeping functions of the Treasurer position.
6.4 SECRETARY
The Secretary will (a) record the minutes of the Board meetings and the annual Members meeting, (b) keep the minutes in a minute book in the principal CTMS office, (c) see that all notices are fully given in accordance with these Bylaws or as required by law, (d) keep a register of the post office address of each Member, as furnished by such Member, which the Secretary may delegate to the Membership Committee chairperson, and (e) have the authority to sign contracts, deeds, mortgages, bonds, and other negotiable instruments (other than checks) that the Board has authorized to be executed, except in cases where these Bylaws, the law, or the Board delegates signing and execution to another CTMS Officer or agent. In general, the Secretary will perform all duties incident to the office of Secretary and all other duties that the President or Board assigns from time to time. In the case of the absence of disability of the Secretary, or the Secretary’s refusal or neglect to act, the Board will appoint and direct a Member (who is eligible to hold the Secretary position) to assume the Secretary’s duties and authorities for any period that the Board see fit (not to exceed the unexpired term).
6.5 THE BOARD’S AUTHORITY TO REMOVE OFFICERS
The Board may, by a 2/3 silent/ballot vote of all other Board members (i.e., not 2/3 of a quorum of other Board members), remove a Board member from the Board. In the event the Board transfers the duties and authorities of any Officer to someone other than the person elected to that position by the Membership, the Board will also decide whether the person from whom the duties were transferred will remain on or be removed from the Board; but, removing an Officer from the Board requires a 2/3 vote of all Board members as described in this Section.
6.6 THE BOARD’S AUTHORITY TO REMOVE MEMBERS
The Board may remove any Member from PSMS for any reason.
ARTICLE 7 NOMINATIONS AND ELECTIONS
7.1 NOMINATIONS
At each regular Board meeting in November, the Board will appoint a Nominating Committee consisting of at least 3 Members, none of whom may be Board members seeking re-election, or Officers. At least one member of the Nominating Committee must be a non-Board member. The Nominating Committee will canvas the eligible Members and nominate Members for each of the open Board member positions that need to be filled at the next election. At the regular December and January Membership meetings, the Nominating Committee will announce the names of the Members nominated as of that time, and the Members may also nominate from the floor additional candidates for any of the open Board positions at those meetings. After taking all nominations from the floor at the January Membership meeting, nominations will be closed. A candidate for an Officer position may also be a candidate for a Trustee position, and in the event that person is elected as an Officer, that person’s votes as Trustee will be disregarded and not counted in any way.
7.2 VOTING
No later than 30 days after nominations are closed, the Nominating Committee will prepare and mail or email (or provide by other electronic means) to all voting Memberships ballots that list the open Board member positions, and the names of all candidates for each position. The ballots will contain a “return date” that is no more than 7 days before the annual Members meeting by which all Members must return their ballots to the Nominating Committee in order to be counted. At any time after the return date, the chairperson of the Nominating Committee will call and hold a Nominating Committee meeting for the purpose of opening and counting the ballots. No candidate running for a Board position will be allowed to count ballots. A plurality of all ballots cast for a candidate for an Officer position will elect that candidate to that office, and the 5 candidates for Trustee who have the most votes will constitute the current year’s Trustee positions on the Board. The next 3 Trustee candidates with the greatest number of votes will be alternate Trustees. The President will announce the names of all elected Board members at the annual Members meeting. The new Board members will take office at the regular April Board meeting. The Board will retain the ballots or electronic results (as applicable) in the principal office for one year after the election.
ARTICLE 8 ACTION COMMITTEES
8.1 GENERAL POWERS
The Action Committees will be responsible for planning the projects of CTMS.
8.2 COMPOSITION OF ACTION COMMITTEES
Action Committees will be composed of voluntary members from the CTMS. Each committee needs at least 3 members to function as an action committee in order to fulfill the necessary roles for CTMS meeting procedure outlined in ARTICLE 4.6.1. Committees with more than 3 members must select members to facilitate the meetings.
8.3 TENURE
There are two types of Action Committees:
8.3.1 PERMANENT ACTION COMMITTEES
The Permanent Action Committees (PACs) will be in charge of planning and organizing the essential functions of the CTMS and will exist for the life of the organization. As CTMS grows, PACs may be split into two PACs to handle the expanded needs of CTMS. In order to split, the PACs must put the issue to a vote by the CTMS Board of Trustees. These committees include:
Fundraising
Educational programming
Membership
Mushroom Festival
Foray
Public Outreach
Volunteer Coordination
8.3.2 TEMPORARY ACTION COMMITTEES
Temporary Action Committees (TACs) will be formed around specific needs and projects CTMS members would like to begin. TACs will remain organized for as long as they are needed. A TAC can become a PAC, if the TAC requests a vote from the CTMS membership.
8.4 USING FUNDS
PACs operational budgets shall be submitted each year to the Board for approval. TACs will need to submit project budgets to the Board for approval.
ARTICLE 9 AMENDMENTS TO BYLAWS
All proposed amendments to these Bylaws must be presented to the Board at a Board meeting. If the Board adopts the amendments, the Board will submit the amended Bylaws to the Members at a regular Members meeting, or special Members meeting called for the purpose of considering the amendments. The Bylaws amendments will be adopted by CTMS if the amendments receive a 2/3 vote of Memberships voting at the meeting.