BYLAWS

OF THE

CITIZENS COUNCIL AT SUN CITY TEXAS

Georgetown, Texas

(A Non-Profit Organization)

ARTICLE I

OFFICES

1. Principal Office. The principal office of the Citizens Council at Sun City Texas shall be located in that portion of the City of Georgetown known as Sun City Texas in Williamson County, State of Texas.

ARTICLE II

MEMBERSHIP

1. Members and Supporters. The Citizens Council at Sun City Texas (CCSCT) shall consist of members of the Council and supporters.

Members of the Council shall be those residents of Sun City Texas who fully support the Charter and Vision of the CCSCT, are in good standing in the community, and are willing to participate actively in the work of the Council.
Supporters are other individuals who agree with the Charter and Vision of the CCSCT, are in good standing in the community, and who are willing to support activities of the Council on a selective basis voluntarily or when called upon to do so. Individuals so identified are considered in the CCSCT Support Group.

2. Responsibilities of Members. Members of the Council are expected to:

Keep themselves informed of issues concerning the community as disseminated through the communications from the Council.
Volunteer and participate as an active, serving member of the Board of Directors, a Council Committee, a sub-committee, a team or a task force whose responsibility is to accomplish work toward achieving the Purpose, Vision, and Goals of the Citizens Council as specified in the Bylaws or other governing documents.
Consider supporting the work of the Council by voluntarily making financial donations to the Treasurer of the Board of Directors.
Attend and vote at the Annual Meeting and any Special Meetings of the Council.

3. Responsibilities of Individuals in the CCSCT Support Group. Individuals in the Support Group are expected to:

Keep themselves informed of issues concerning the community as disseminated through the communications from the Council.
Be prepared to support activities of the Council voluntarily or when requested to do so. Individuals in the Support Group may not serve as a member of the Board of Directors, a Council Committee, a sub-committee, a team or a task force.

4. Transfer from Member to Support Group and Vice Versa.

a. Individuals in the Support Group desiring to change their status may request to be become an active Member of the Council by applying for Membership in writing in accordance with the Council and Membership Committee (if formed) procedures.

b. Members of the Council desiring to transfer to the Support Group may so request in accordance with the Council and Membership Committee (if formed) procedures.

ARTICLE III

BOARD OF DIRECTORS

1. Board of Directors. The Board of Directors shall manage the Council and shall determine all policies and procedures pertaining to its operation.

2. Number of Directors.

a. The number of Directors constituting the entire Board shall be no less than five (5) or more than eleven (11).

b. The number of Directors may be increased or decreased by the Council at its Annual Meeting or by the Board of Directors provided that any action by the Board of Directors to affect such increase or decrease shall require the vote of a majority of the entire Board of Directors.

c. No decrease shall shorten the term of any Director then in office.

3. Qualifications of Directors.

a. Directors shall be competent, trustworthy individuals who are committed to the Purpose of the Council and its Vision as stated in its Charter, and who are dedicated to lead the Council in accomplishing its stated mission

b. Directors selected as officers shall possess leadership and organizational skills so as to provide the leadership necessary for the success of the Council’s work.

c. Individuals being considered as Directors should understand and accept the responsibility and time commitment involved in serving as a Director prior to being appointed as such.

4. Other Provisions for Directors. Except as may be provided elsewhere in the Charter of the Council or these Bylaws, the Board of Directors may prescribe rules and regulations specifying:

a. The eligibility and additional qualifications for individuals to serve as Directors and/or to serve on committees.

b. The manner in which Directors are selected.

c. The manner of suspension or termination of service as a Director, and reinstatement as a Director.

d. The amount of any dues, fees, fines or assessments as pertains to Directors, and other members of the Council.

e. The procedures for terminating membership in the SCTCC if a member fails to fully accept the Charter and Vision, is no longer in good standing in the community, and/or no longer willing to participate actively in the work of the Council.

5. Election of Directors.

a. Directors shall be elected at the Annual Meeting of the Council and shall hold office for the term to which elected. The Nomination Committee shall present the names of members nominated as Directors. Nominations may be made from the floor. Election of Directors shall be by majority vote of the members of the Council present at the Annual Meeting and shall be by secret written ballot. If the number of members nominated equals the number of vacant positions, the requirement for election by secret written ballot shall be waived and the nominees elected by acclimation.

b. Each Director shall hold office until the expiration of the term for which he or she was elected, or until his or her successor has been duly elected, or until his prior resignation or removal as hereinafter provided.

6. Removal of Directors. The Board of Directors may remove any Director thereof with or without cause.

7. Resignation of Directors. A Director may resign at any time by giving written notice to the Board of Directors or to an officer of the Council. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective.

8. Filling Vacancies.

a. Newly created directorships or vacancies on the Board of Directors may be filled by a vote of the majority of the Board of Directors then in office. Voting by the Board of Directors to fill a new or vacant directorship must take place at a regular or special Board Meeting. If a special meeting is called for the purpose of filling a vacancy on the Board, the convener shall specify the method of conducting the meeting.

b. Nominees shall be those persons previously considered by the nominating committee but not elected to the Board.

c. Further nominations may be made by Board members.

d. A nominee receiving a plurality of the votes of those Directors actually voting, shall be deemed to have been elected.

e. A Director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his or her predecessor

9. Additional Provisions Pertaining to Directors. All resolutions, rules and/or regulations relating to Directors adopted by the Board of Directors shall be affixed to the Bylaws of the Council, and shall be deemed to be a part thereof.

ARTICLE IV

MEETINGS

1. Annual Meeting. The Annual Meeting of Council shall be held on the first Saturday in March unless another date within a month of the first Saturday in March is chosen and approved by the Board of Directors.

2. Regular Meetings. Regular Meetings of the Board of Directors shall be held on such date or dates as may be fixed by the Board of Directors.

3. Special Meetings.

Special Meetings of the Council may be called by or at the direction of the Chair of the Board, the President, by a majority of the Directors then in office, or at the written request of at least 10 percent (10%) of the members of the Council.
Special Meetings of the Board of Directors may be called by or at the direction of the Chair of the Board, the President, or by a majority of the Directors then in office. Special Meetings may be conducted by conference call or other suitable electronic means. Approval of proposed actions by unanimous consent is authorized.

4. Location of Meetings. Annual, Regular, and Special Meetings of the Council and the Board of Directors may be held at such place within the State of Texas as the Board of Directors may from time to time fix.

5. Notice of Meetings.

a. Written notice of the Annual Meeting of the Council shall state the place, day and hour of the meeting and further state the meeting is being called for the election of Directors and for the transaction of such other business as may properly come before the Board. Notice of the Annual Meeting shall be given either personally, by first class mail, by email, or by telephone not less than 10 days or more than 50 days before the date of the meeting. Notices shall be sent to each member at his or her address recorded on the records of the Council, or at such other address that the member might have furnished in writing to the Secretary of the Council. Notices shall be deemed to have been given when deposited with postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United States Post Office. The Secretary shall maintain a record of such notices to all members.

b. No notice shall be required for Regular Meetings of the Board of Directors for which the date, time and place have been fixed.

c. Written, oral, or any other method of notice of the date, time and place shall be given for Special Meetings of the Board of Directors in sufficient time for the convenient assembly of the Board of Directors.

6. Adjournment of Meetings. Any meeting may be adjourned from time to time.

a. In such event, it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting is given at the meeting so adjourned.

b. In the event the Board of Directors fixes a new record date for an adjourned meeting, a new notice shall be given, in the same manner as herein provided.

c. No notice need be given to any Director who executes and delivers a Waiver of Notice before or after the meeting. The attendance of a Director at the meeting without protesting the lack of notice of a meeting shall constitute a waiver of notice by such member.

7. Presiding Officer. Meetings of the Board of Directors shall be presided over by the Chair of the Board, or any other officer as designated by the Chair. If the Chair is not present or there is no Chair, the President shall preside, and if there is no President or in his or her absence, by any other Director chosen by the Board.

8. Secretary.

a. The Secretary or an Assistant Secretary shall act as Secretary of every meeting.

b. When neither the Secretary nor an Assistant Secretary is available, the Chair may appoint a Secretary of the meeting.

9. Order of Business. The order of business at all meetings shall be as follows unless the majority of the Directors agree to a proposed change:

· Roll call.

· Reading of the minutes of the preceding meeting.

· Reports of standing committees and officers.

· Old business.

· New business.

10. Proxy. Proxies will not be authorized or used when conducting business of the Council and/or the Board of Directors.

11. Quorum.

a. Council. When the Council consists of fewer than 100 members, a quorum shall be at least 25% of the membership. When the Council consists of 100 or more members, a quorum shall be 10% of the membership.

b. Board of Directors. A majority of the entire Board of Directors shall constitute a quorum. At any meeting held to remove one or more Directors a quorum shall consist of a majority of the Directors present at such meeting; however a vote of two-thirds (2/3) of the entire Board of Directors is required to remove a Director. Whenever a vacancy on the Board of Directors shall prevent a quorum from being present, then, in such event, the quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting to another time and place.

c. Acts by the Council and the Board of Directors. Except to the extent provided by law and these Bylaws, the act of the Council and the Board of Directors shall be by a majority of the members of the Council or the Directors present at the time of vote, a quorum being present at such time. Any action authorized by resolution, in writing, by all of the Directors entitled to vote thereon and filed with the minutes of the Board shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

12. Annual Report. The Board of Directors shall present an Annual Report at each Annual Meeting. Such report shall be filed with the records of the Council and entered in the minutes of the proceedings of such Annual Meeting.

13. Committees.

a. Committees of the Council. The Board of Directors may establish committees consisting of members from within the Council, delegate authority and provide directions thereto, specify the committee membership and name the Chair, and dissolve committees so established.

b. Committees of the Board. Whenever the Board of Directors shall consist of more than five persons, the Board of Directors may designate from their number, an executive committee and other standing committees. Such committees shall have such authority as the Board of Directors may delegate, except to the extent prohibited by law. In addition, the Board of Directors may establish special committees for any lawful purpose, which may have such powers as the Board of Directors may lawfully delegate.

ARTICLE V

OFFICERS

1. Officers. The Board of Directors shall elect or appoint from amongst its members a Chair of the Board of Directors, a President, one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as they may determine. Except the offices of Chair of the Board of Directors, President, and Secretary, any two or more offices may be held by one person. If there is more than one Vice-President, one will be designated as the Executive Vice-President and shall serve as the next highest officer after the President.

2. Term of Office.

a. The term of office for all Directors and Officers shall be two years. However, the terms of office of up to one-half of the number of the initial Directors shall be limited to one-year in order to provide for overlap. Selection of those to serve for one-year shall be determined by the Board of Directors.

b. Directors and Officers may be elected to subsequent terms.

c. Each Director and Officer shall hold office until his or her successor has been duly elected and qualifies.

d. The Board of Directors may remove any officer with or without cause at any time.

3. Duties of the Chair of the Board.

a. The Chair of the Board shall preside over all meetings of the Board of Directors, the Annual Meeting of the Council, and all other meetings of the Council as may be called by the Board of Directors.

b. The Chair of the Board shall normally serve as the representative of the Council in all meetings with governmental entities on behalf of the Council and shall speak for the Council as directed by the Board of Directors; however, other officers or members may be so designated by the Board of Directors to so serve. In the event the Chair of the Board is unable to attend any such meetings, other officers shall be designated by the Board of Directors to represent the Council and fulfill the duties of the Chair of the Board.

4. Duties of the President and Vice President.

a. The President shall be the chief executive officer of the Council, shall have the responsibility for the general management of the affairs of the Council, and shall carry out the resolutions of the Board of Directors. During the absence or disability of the President, the Vice-President, or, if there be more than one, the Executive Vice-President, shall have all the powers and functions of the President.

b. The Vice-President shall perform such duties as may be prescribed by the Board of Directors from time to time.

5. Duties of Treasurer.

a. The Treasurer shall be the chief financial officer of the Council, and shall oversee the funds and investments if any of the Council.

b. The Treasurer shall have the care and custody of all of the funds of the Council, and shall deposit said funds in the name of the Council in such bank accounts as the Board of Directors may from time to time determine. A conveniently located bank, insured by the FDIC, preferably with the highest rate of return available, is hereby designated as a depository of this Council and that one or more checking or deposit accounts shall be opened and maintained on behalf of this Council with said Bank. All officers are authorized to sign checks, drafts, and other orders for the payment of money from said accounts; however, all checks for $1,000 or more will require two signatures of the above individuals.

c. If the needs of this Council require it, one or more safe deposit boxes shall be rented from said Bank and any officer is authorized and directed to enter into safe deposit box rental agreements on terms and conditions satisfactory to the Bank. Any officer shall have the right to enter any safe deposit box.

6. Duties of Secretary.

a. The Secretary shall keep the minutes of the Council and Board of Directors meetings.

b. The Secretary shall provide a list of current Directors for roll call at all meetings.

c. The Secretary shall maintain a list of all members of the Council to include address of residence, telephone number, and email address if available.

d. The Secretary is authorized to sign and execute all contracts when necessary to accomplish actions specifically approved by the Board of Directors.

e. The Secretary shall have custody of the seal of the Council if one is authorized, and affix and attest the same to documents duly authorized by the Board of Directors.

f. The Secretary shall serve all notices for the Council that shall have been authorized by the Board of Directors, and shall have charge of all books and records of the Council.

ARTICLE VI

DIRECTOR LIABILITY

A Director of the Council shall not be personally liable to the Council for monetary damages for an act or omission in such Director’s capacity as a Director, except for liability for (a) a breach of a Director’s duty of good faith or a breach that involves intentional misconduct or a knowing violation of the law; (b) a transaction from which a Director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Director’s office; or (c) an act or omission for which the liability of a Director is expressly provided by statute. If the laws of the State of Texas are hereafter amended to authorize action further eliminating or limiting the personal liability of a Director of the Council, then the liability of a Director of the Council shall thereupon automatically be eliminated or limited to the fullest extent permitted by such laws. No repeal or modification of this Article V shall adversely affect any right or protection of a Director existing at the time of such repeal or modification with respect to events or circumstances occurring or existing prior to such time.

ARTICLE VII

MISCELLANEOUS

1. Council Records. The Council shall keep complete and correct records and books of account, and minutes of the proceedings of the Council, the Board of Directors, or any committee appointed by the Board of Directors at the principal office of the Council.

2. Council Seal. The Council seal if authorized shall be in such form as the Board of Directors shall from time to time prescribe.

3. Fiscal Year. The Board of Directors shall fix the fiscal year of the Council subject to applicable law.

4. Correspondence. Written documents mailed through the U. S. Postal Service or like companies or transmitted by electronic email shall be considered and used as an official method for correspondence of the Council. If appropriate and necessary for official records, postal return receipts or email acknowledgement of receipt may be required and should become a part of the official documents.

5. Capital Contributions. In the event any capital contribution shall be made or accepted pursuant to authorization conferred by the Charter of the Council, each certificate evidencing such capital contribution shall conform to the law of the State of Texas.

ARTICLE VIII

PARLIMENTARY AUTHORITY

Robert’s Rules of Order Newly Revised shall be the parliamentary authority for all matters of substance or procedures not specifically covered in these Bylaws.

ARTICLE IX

AMENDMENT OF BYLAWS

The Board of Directors shall have the power to make, alter or repeal from time to time the Bylaws of the Council. Such action shall be by a majority vote of the Board of Directors. All such amendments shall be ratified by the Council at the Annual Meeting or at a Special Meeting called for such purpose.

These Bylaws of the Sun City Texas Citizens Council were ratified by the Council at its Meeting, March 10, 2007. The Board of Directors at its Meeting, June 11, 2007 amended these Bylaws by adding Article II, Membership, renumbering the Articles, and adding a phrase to the first sentence in Paragraph 7, Article III; and changed the name of the Council to Citizens Council at Sun City Texas. Amendments ratified by the Council at its Meeting, September 24, 2007. The Board of Directors amended article II, section 8 of these bylaws at its meeting of October 13, 2008 to change the method by which vacancies on the Board are filled, and to correct a numbering error.