History of the ACA

Present

Download: Word | Download: PDF

 

As revised on May 14, 2017

 

These Bylaws constitute the code of rules adopted by the Atheist Community of Austin, Incorporated (hereafter "the ACA") for the regulation and management of its affairs. The ACA is a nonprofit corporation organized under the Texas Nonprofit Corporation Act (referred to as the "Act").

 

PURPOSE

The Atheist Community of Austin is organized as a nonprofit educational corporation to develop and support atheist community; to provide opportunities for socializing and friendship, to promote atheist viewpoints, to encourage positive atheist culture, to defend the first amendment principle of state-church separation, to oppose discrimination against atheists, and to work with other organizations in pursuit of common goals.

This organization shall operate in an open, democratic manner, without discrimination as to sex, gender, race, age, sexual orientation, ethnicity, nationality, or disability.

The Bylaws to this Constitution are intended to further define and explain the operating procedure of this organization. Changes may be made to the Bylaws when necessary to improve the operation of this organization. Changes to the Bylaws shall not alter the purpose of this organization as set forth in this Constitution.

 

ARTICLE 1

Registered Office and Registered Agent

 

The ACA shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the ACA's principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided in the Act.

 

 

ARTICLE 2

Membership

 

(1) Membership in this organization is open to all persons who are free of theistic beliefs and who support the purposes for which this organization is founded. Membership is contingent upon agreeing to and abiding by the ACA Anti-Harassment Policy, and any person under 18 years of age applying for membership must provide a consent form signed by a parent or guardian. Any current member (i.e., whose dues are paid up to date) may vote on any motion, resolution, nomination, or election at any general membership meeting or convention called by the ACA.

 

(2) A member is anyone who is accepted by the Board through the application process.  Rights, classes, terms of membership, and eligibility to vote and other aspects of membership shall be determined by the Board of Directors.  The membership terms of current members will remain in force until their membership expires or is terminated for cause. 

 

(3) Regularly scheduled membership meetings shall be held throughout the year as determined by the Board of Directors. Members may also call a membership meeting upon petition signed by at least ten (10) members. There will be at least 4 regularly scheduled general membership meetings per year. Whether regularly scheduled or special, the Membership will be notified of upcoming membership meetings at least 2 weeks in advance.

 

ARTICLE 3

Board of Directors

 

(1) Powers - The Board of Directors ("Directors") of this Corporation is vested with the

management of the business and affairs of this Corporation, subject to the Texas Non-profit Corporation Act, the Articles of Incorporation and these Bylaws.

 

(2) Qualifications - Directorships shall not be denied to any person on the basis of sex, gender identity or expression, race, age, sexual orientation, ethnic origin, nationality, or disability. Directors shall be members of the ACA for six months or more prior to election and must be interested and knowledgeable supporters of the ACA's purpose. Employees of the ACA are ineligible to serve on the Board of Directors.  Anyone running for a directorship shall be at least 18 years old when they assume office the first board meeting after the end of the fiscal year.

 

(3) Number and Classes of Directors - The Board of Directors will consist of 9 Directors. Upon majority resolution of the Board of Directors, the number of Directors may be increased or decreased from time to time, but in no event shall a decrease have the effect of shortening the term of an incumbent Director, or decreasing the total number of Directors to fewer than three Directors.

 

(4) Election of Directors - Elections for Directors shall be held in the last month of the fiscal year, scheduled by the Directors at least 2 weeks in advance. Any candidate for election must have been nominated by another member of the ACA.  Election will be by majority vote of the members present.  If a majority of the membership votes to invalidate the results of an election, the Board of Directors will investigate, change election procedure if necessary and schedule a new election.

 

All directors shall serve one-year terms.  Directors may serve consecutive terms without limit.

 

Any directorship to be filled by reason of an increase in the number of Directors shall be filled at the next regular meeting of the Board of Directors or at a special meeting called for that purpose. When a re-appointment or replacement is made, the re-appointment or replacement shall be considered effective on the date that the prior term expired (i.e., the new term does not begin on the date of the election).

 

(5) Attendance - Directors are expected to attend at least 50% of regular Board meetings in person.  During the fiscal year, any Director not physically present at 50% of the Board meetings or who misses 3 consecutive regularly scheduled Board meetings shall be deemed to have resigned unless the Board excuses the absences by a majority vote.

 

(6) Resignation - Any Director may resign at any time by delivering written notice to the Secretary or President of the Board of Directors. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.

 

(7) Vacancies - Vacancies shall be filled by majority vote of the remaining members of the Board of Directors, and the Director filling the vacancy shall serve for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as practical. Any Director may make nominations to fill vacant directorships.  After a single regularly scheduled board meeting has passed without any nomination being made for any vacancies, any ACA member in good standing may make a nomination for any vacancies.  Any Director so appointed must be confirmed by a majority of members present at a general meeting for which at least two weeks' notice of the election has been given.

 

(8) Compensation - Directors and Officers shall not receive any salaries or other compensation for their services, but, by resolution of the Board of Directors, may be reimbursed for any actual expenses incurred in the performance of their duties for the ACA. The Board shall establish a policy governing such potential reimbursements at the time it adopts its annual budget. The ACA shall not loan for personal use money or property to, or guarantee the obligation of, any Director or Officer.

 

(9) Conflict of Interest for Board Membership - No two Directors may serve at the same time if they are in a supervisory relationship with each other. If such a relationship develops while a Director is serving on the Board, the remaining Directors will vote to remove one or both of the Directors involved.

 

(10) Candidates for the Board of Directors are expected to demonstrate the following qualifications:

 

  • Commitment to the ACA's mission;

 

  • Participation in the ACA's activities, including contributions as a member or chair of a committee or work group;

 

  • Ability to work successfully in a consensus-oriented group environment;

 

  • Tact and diplomacy - grace under pressure;

 

  • Ability to commit time and resources to the ACA;

 

  • High level of integrity and ethical behavior;

 

  • Commitment towards promoting diversity and inclusion:

 

  • Willingness to assist in fundraising and other activities to support the ACA.

 

(11) In addition to attending meetings of the Board, each member of the Board of Directors is responsible to:

 

  • Participate fully and openly in all Board deliberations while providing the best possible advice and guidance;

 

  • Serve as a chair and/or member of appropriate committees established to achieve the organizations' objectives;
  • Abide by all of the organization's policies and procedures;

 

  • Maintain the confidentiality, as appropriate, of all information gathered as a result of participation in meetings of the Board of Directors;

 

  • Actively assist the organization in raising funds;

 

  • Avoid conflicts of interest and the appearance of impropriety.

 

(12) At the beginning of each term, members of the Board of Directors shall sign a statement that they have read and understand the ACA's Bylaws and policies.

 

 

 

ARTICLE 4

Board of Directors Meetings

 

(1) Place of Board Meetings - Regular and Special Meetings of the Board of Directors will be held at any place that the board may designate by a majority vote.  Regular board meetings must take place in the greater Austin area.  If the chosen place becomes unsuitable prior to the next board meeting, the president may designate a new place for the next board meeting only.

 

(2) Regular and Special Meetings - Regular meetings of the Board of Directors shall be held monthly, unless otherwise determined by the board. The President or any three Directors may call special Meetings. There will be at least 6 regularly scheduled board meetings per year.

 

(3) Notice of Board Meetings - Notice of the date, time, and place of Regular Meetings shall be made available to ACA members at least one week prior to the meeting. Notice of the date, time and place of special meetings shall be made available to ACA members as soon as possible prior to the meeting, with the exception of special meetings held to amend the Articles of Incorporation or Bylaws, for which a 5-day notice shall be required specifying the proposed amendment.

 

(4) Waiver of Notice - Attendance by a Director at any meeting of the Board of Directors for which the Director did not receive the required notice will constitute a waiver of notice of such meeting unless the Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.

 

(5) Quorum - A majority of the Directors (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Articles of Incorporation or by any provision of these Bylaws.

 

(6) Actions without a Meeting - Any action required or permitted to be taken by the Board of Directors under the Texas Non-Profit Corporation Act, the Articles of Incorporation and these Bylaws may be taken without a meeting, if a majority of Directors individually and collectively consent in writing or e-mail or facsimile, setting forth the action to be taken. Such written consent shall have the same force and effect as a vote of the Board, and any decisions shall be documented in the minutes of the next Board meeting.

 

 

ARTICLE 5

Committees

 

(1) Standing Committees - The Board of Directors, by resolution adopted by a majority of the directors in office, may designate standing committees. The Board shall appoint the chair of each committee and the chair shall select the committee members. Each standing committee shall have at least one Director as a member. Employees of the ACA may also be appointed to serve as committee members. Committees shall meet upon call of the Board of Directors or the chair of the Committee, review the activities of the ACA in the Committee's respective area(s), and make recommendations to the Board of Directors for the Board's final approval. When committees meet, Chairs will record minutes and present them to the ACA Secretary within two weeks of that meeting. Committee meetings shall be open to all members of the ACA.

 

(2) Work groups - Work groups will be formed by the Board of Directors for a specific project, and will be dissolved upon the completion of that project.  The Board shall appoint the leader of each work group, and the leader shall select the remainder of the group.  Work groups will provide regular progress reports to the Board, which retains complete authority over the group, including the power to disband any work group that:

  1. Fails to reasonably accomplish its objectives,
  2. Outlives its purpose, or
  3. Engages in activities that are inconsistent with the purposes of the Atheist Community of Austin.

 

Article 6

The ACA Freethought Library Operations

 

  1. Board of Directors’ responsibilities:
    1.  Work actively to ensure this facility remains an actual library in every way possible so that both the printed and electronic media of interest to us will remain available to the community, and also to ensure that ACA’s property tax exemption will continue long into the future.
    2.  Create rules and standards of behavior as needed to promote the safety, comfort, and enjoyment for employees, volunteers, and guests, as well as to protect the facility and its contents from unnecessary damage. Critical rules should be clearly posted in a prominent location within the Library.
    3. Enforce rules, if necessary. (See Article 8)
    4. Allocate sufficient resources for proper upkeep, repairs, and improvements.
    5. Manage contracts and agreements with non-ACA groups and individuals who use the Library for agreed-on purposes.

 

  1. Library user and guest responsibilities:
    1. Do not violate posted rules.
    2. Avoid any behavior which disrespects any person, the ACA, the property and/or its contents, or the surrounding community.

 

 

 

Article 7

Media Management

 

  1. All video and audio broadcasts and recordings created using ACA equipment and personnel will be assumed to be the property of the Atheist Community of Austin, Inc., unless otherwise agreed by the ACA Board of Directors. As such, ACA will exercise copyright control of owned content as allowed by law to the extent chosen by the Board.

 

  1. All titles and logos used with any of the above is also ACA property and subject to trademark protection, even if the program is no longer in active production.

 

  1. While the Board has a tradition of allowed those creating media content wide latitude in making as many of their own decisions as possible, the Board reserves the right to…

 

  1. Step in to resolve disputes.
  2. Approve (or deny) requests to create a new media program.
  3. Create and dissolve agreements with sponsors.
  4. Make personnel or operational changes to improve the final product.
  5. Update rules for participation.
  6. Cancel or change the length of a program.

 

  1. Anyone participating regularly in a talent slot (i.e., host/co-host) of an ACA production is expected to be a current member for every appearance.

 

  1. All ACA-created electronic media including website(s), email lists, blogs, and social media pages belong to the Atheist Community of Austin and are governed by the Board.

ARTICLE 8

PROVISIONS FOR UNACCEPTABLE CONDUCT AND REMOVAL FROM OFFICE

 

(1)   Unacceptable Conduct. The Board of Directors may at their discretion vote by a simple majority to charge any officer, board member, committee member, volunteer, general member or visitor associated with this organization of unacceptable conduct.  Unacceptable actions may include, but are not limited to: failure to perform the duties of their office, abusive or disruptive behavior during ACA activities, violation(s) of the Harassment Policy, statements or actions which oppose the principles and purpose of the ACA, unauthorized use of ACA property or records, making false or misleading statements deemed likely to be misinterpreted as official ACA announcements or outside activities deemed likely to expose the ACA to financial or legal liability or public embarrassment.

  

(2)   Penalties and Enforcement. Except in the case of an action to remove a Board member from office, The Board of Directors may invoke whatever actions and/or penalties that are deemed appropriate. All officers, directors, volunteers, and the entire general membership will be expected to abide by those actions and penalties and help enforce them. Any member of this organization who does not abide by those penalties and/or attempts to help defeat its full enforcement, will be immediately suspended from the organization and barred from further participation for the duration of the suspension. They will also themselves be subject to charges of Unacceptable Conduct by the Board of Directors. Proposed punishments may include, but are not limited to: reprimand, reimbursement of monetary damage, expulsion from an elected post or committee membership or ACA events, termination of membership, and/or the initiation of legal proceedings against the individual charged.

 

(3) Removal of a Board Member.  Action for removal from the Board may be initiated by either a majority vote of the Board of Directors or by a petition signed by one-third of the membership or 30 members, whichever is fewer.

     Immediately after action has been initiated against a director, the Board of Directors shall implement the following procedure:

     A notice shall be sent by certified mail to the last address of the director as shown on the organization’s records, setting forth the reasons for the removal and stating the date, time and place of a hearing. Such notice shall be sent at least forty-five (45) days before the effective date of the removal.

     The director shall be suspended from duties effective upon the date of the notice. The suspension shall remain in effect until final action has been taken.

     The director being removed shall be given an opportunity to be heard, either orally or in writing, at a hearing held by the Board of Directors at the next regularly scheduled membership meeting prior to the effective date of the proposed removal. The hearing shall be listed on the agenda in the meeting notice sent to the members.

 

     Following the hearing, the membership shall vote on whether the director should be removed or sanctioned in some other way. The decision of the membership shall be final.

 

ARTICLE 9

Code of Ethics

 

The Atheist Community of Austin (ACA) will comply with the following Code in all of their actions. As long as the ACA is in existence, and except with the prior approval of the Board of Directors, no director, officer, employee or member of the ACA shall:

 

(a) Do any act in violation of these Bylaws or a binding obligation of the ACA;

 

(b) Do any act with the intention of harming the ACA or any of its operations;

 

(c) Do any act that would make it unnecessarily difficult to carry on the intended or ordinary business of the ACA;

 

(d) Receive an improper personal benefit from the operation of the ACA;

 

(e) Use the assets of this Corporation, directly or indirectly, for any purpose other than carrying on the business of this Corporation;

 

(f) Wrongfully transfer or dispose of Corporation property, including intangible property such as goodwill; and

 

(g) Use the name of the ACA or any trademark or trade name adopted by the ACA, except on behalf of the ACA or in the ordinary course of the ACA's mission.

 

 

 

ARTICLE 10

Officers

 

(1) Roster of Officers - The ACA shall have a president and a vice-president elected by the general membership at the annual election meeting.  A secretary, treasurer and such other officers as may be deemed necessary will be elected by the Board from amongst its members at the first board meeting of the new fiscal year.  As members of the Board of Directors, all portions of these Bylaws that relate to Board members will govern Officers.  Members of the Board of Directors may hold more than one position when necessary to carry out the activities of the organization (except the president and secretary). Officers may serve consecutive terms without limit.

 

(2) Vacancies - If a vacancy occurs during the term of office for any elected officer, for whatever reason, the Board of Directors shall elect a new officer from amongst its members to fill the remainder of the term as soon as practical, by majority vote of Directors present.

 

(3) President - The President shall be the chief executive officer of the ACA. The President:

 

shall serve as the ACA's spokesperson or appoint others as spokespersons and represent the ACA to other groups;

 

shall supervise and control all of the business and affairs of the ACA;

 

will perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors;

 

shall preside at all board meetings and shall exercise parliamentary control in accordance with Article 11;

 

shall serve as an ex-officio member of all standing committees, unless otherwise provided by the Board of Directors or these Bylaws;

 

with the advice of the Board of Directors and in accordance with the requirements of these Bylaws, set the agenda for each meeting of the Board of Directors;

 

may execute any checks, deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed. However, the President may not execute instruments on behalf of the ACA if this power is expressly delegated to another officer or agent of the ACA by the Board of Directors, these Bylaws, or statute or as stated elsewhere in these Bylaws.

 

The President shall present information on the state of the organization at the annual election meeting.

 

(4) Vice-President - The Vice President shall act in place of the President in the event of the President's absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the board. The Vice-president shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or delegate.

 

(5) Secretary - The Secretary will perform or be responsible for ensuring that all duties incident to the office of Secretary and such other duties as may be required by law, by the

Articles of Incorporation or by these Bylaws shall be performed.  The Secretary:

 

shall attest to and keep the Bylaws and other legal records of the ACA or copies thereof, including copies of all minutes;

 

shall take or ensure that someone takes minutes of all meetings of the committees and Board of Directors;

 

shall keep a record of the names and addresses of the Directors;

 

shall, with the approval of the Board of Directors, set up procedures for any elections held by the ACA;

 

shall keep a record of all votes cast in such elections;

 

shall ensure that all records of the ACA, minutes of all official meetings, and records of all votes, are made available for inspection by any member of the Board of Directors;

 

shall see that all notices are duly given in accordance with these Bylaws or as required by law;

 

shall see that all books, reports, statements, certificates, correspondence and other documents and records of the ACA are properly kept and filed in accordance with the laws of the State of Texas and resolutions of the Board of Directors.

 

In the case of the absence or disability of the Secretary, or the Secretary's refusal or neglect to fulfill the duties of Secretary, the Vice President shall perform the functions of the Secretary.

 

(6) Treasurer - The Treasurer will perform or be responsible for ensuring that all duties

of the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws shall be performed.  The Treasurer:

 

shall have charge and custody of all funds of the ACA, will oversee and supervise the financial business of the ACA, will render reports, accountings and documents as required by the Federal Government, the State of Texas and the Board of Directors to the Directors;

 

shall devise a plan providing for the acceptance and disbursement of all funds of the ACA which shall be approved by the Board of Directors;

 

shall,  with the approval of the Board of Directors, set up all checking, savings, and investment accounts of the ACA and deposit all such funds in the name of the ACA in such accounts. The Treasurer's signature shall be one of the authorized signatures for all checking, savings, and investment accounts of the ACA unless the Treasurer, with the approval of the Board of Directors, designates another member of the Board of Directors or employee of the ACA as the authorized signatory for a particular type of disbursement;

 

shall be responsible for insuring the maintenance of all financing records, books, and annual reports of the financial activities of the ACA and make them available at the request of any Director, member of the ACA or member of the public in accordance with the law of the State of Texas for inspection and copying;

 

 

ARTICLE 11

Rules of Procedure

 

Robert’s Rules of Parliamentary Procedure shall govern the proceedings and business of the Board of Directors unless otherwise provided for by the Board.

 

 

ARTICLE 12

Indemnification

 

(1) Insurance - This Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees and other agents, to cover any liability asserted against or incurred by any officer, director, employee or agent, or arising from the officer's, director's, employee's or agent's status as such.

 

 

(2) Indemnification - The ACA shall have the right to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding (whether or not by or in the right of the ACA), by reason of the fact that such person is or was a director, officer, employee or agent of the ACA against all judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including attorneys' fees and court costs) actually and reasonably incurred by such person in connection with such action, suit or proceeding to the fullest extent permitted by any applicable law, as amended, and such indemnity shall inure to the benefit of the heirs, executors and administrators of any such person as indemnified pursuant to this Article 12. For the purposes of this article, an agent includes one who is or was serving at the request of the ACA as a director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.  Any repeal of amendment of this Article 12 by the ACA or by adverse changes in applicable law shall, to the extent permitted by applicable law, be prospective only, and not adversely affect the indemnification of any person who may be indemnified at the time of such repeal or amendment.

 

ARTICLE 13

Operations

 

(1) The financial and material assets of this organization shall be owned by the membership. Such assets shall be controlled and used by the Board of Directors only for purposes consistent with these Bylaws and subject to review by the membership. A member is not, as such, personally liable for the debts, liabilities or obligations of this organization. 

 

(2) Execution of Documents - Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes or legal written instruments executed in the name of and on behalf of the ACA shall be signed and executed by the President or such other person designated by the Board of Directors, pursuant to the general authorization of the Board. All conveyances of land by deed must be approved by a resolution of the Board of Directors and shall be signed by the President.

 

(3) Disbursement of Funds - Financial Transactions that have a value of $500 or more if not included in the annual budget shall require majority approval of the Board of Directors. In all other transactions, the President may dispense the funds of the ACA in accordance with expenditures approved by the Board of Directors and the purposes of the ACA as set out in the Articles of Incorporation and these Bylaws.  Money may only be disbursed from the proper fund that exists for that purpose.  These funds include:

 

  • An operating fund. The purpose of the operating fund is to support the normal, day-to-day activities of ACA. Normal inflows will include, but not be limited to, membership dues and anonymous donations made at meetings. The Treasurer is authorized to pay routine expenditures out of this account.

 

  • A building fund. The purpose of the building fund is to accumulate money to be used toward the purchase of a building for ACA use. Normal inflows are to include any donation earmarked for the building fund and any other monies that ACA's Board of Directors choose to deposit there. Withdrawals from the building fund may only occur with the approval of 2/3 of the board.

 

  • A permanent fund. The purpose of the permanent fund is to establish an eventual, long-term source of income and emergency cash to ensure ACA's survival. Normal inflows are to include any donation earmarked for the permanent fund, and any other monies that ACA's Board of Directors chooses to deposit there. Withdrawals from the permanent fund may only occur with the approval of 3/4 of the entire board.  (If the board only consists of three members, there must be unanimous approval to spend from the permanent fund.)

 

(4) Board meeting minutes and the latest revision of ACA's Bylaws will be made available to members on ACA's web site.

 

(5) Privacy - The personal information of current, past and prospective members shall be treated as confidential.  Individuals may grant permission for their contact information to be shared within ACA’s membership, however, all membership lists, files and databases of personal data are the property of ACA and may not be sold to, shared with, or given to any individual or organization, atheist or otherwise under any circumstance except as required by law.

 

 (6) Inspection of Books and Records - All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time on written demand. The ACA shall keep correct and complete books and records of accounts.

 

 (7) Deposits - All funds of the ACA shall be invested to the credit of the ACA in banks, trust companies, stocks and bonds with a S&P rating of at least A or other depositories that the Board of Directors selects.
 

 (8) Loans - No Loans shall be contracted on behalf of the ACA and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The ACA will make no loans to any of its Directors or Officers.

 

(9) Gifts - The Board of Directors may accept on behalf of the ACA any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the ACA. The ACA may make gifts and give contributions only to an organization exempt from taxation under Section 501(c) (3) of the Internal Revenue Code of 1986, or any successor federal tax code.

 

(10) Bonding - The Board of Directors may require the Treasurer or others charged with the disbursement of funds to be bonded at the expense of the ACA.

 

(11) Fiscal Year - The fiscal year of the ACA shall be June 1 through May 31.

 

(12) Audit - The ACA shall have an external, independent financial audit every 3 years, upon a change of Treasurer, or as required by the Board of Directors.

 

ARTICLE 14

Conflicts of Interest

 

(1) The Directors of this Corporation owe a duty of loyalty to the organization which requires that in serving the ACA they act, not in their personal interests or in the interests of others, but rather solely in the interests of Corporation. Directors must have undivided allegiance to the ACA's mission and may not use their positions as Directors, information they have about the ACA, or Corporation property, in a manner that allows them to secure a pecuniary benefit for themselves, or their relatives, or anyone with whom they have close personal ties.

 

(2) Business transactions of the ACA in which a Director has an interest shall not be prohibited, but they shall be subject to close scrutiny. Such proposed transactions shall be reviewed carefully to determine that they are in the best interests of Corporation and that they will not lead to conflict of interest. For the purposes of this policy, a Director has an interest in a proposed transaction if he/she has a substantial financial interest in it, or has a substantial financial interest in any organization involved in the proposed transaction, or holds a position as trustee, director, general manager or principal officer in any such organization. Prior to the start of any negotiations, or consideration of any proposal by the organization, Directors are expected to make full disclosure to the best of their knowledge of any substantial financial interest in a proposed transaction by submitting a report to the President or other officer designated by the Board to handle such matters, supplying any reasons why the transaction might not be in the best interest of the ACA. In matters requiring prior approval of the Board of Directors, the President or other officer shall forward copies of this disclosure report to the Board before its approval.

 

(3) A Director with a substantial interest in a proposed transaction shall not vote on the matter and, depending upon the circumstances, may be excluded from any discussion of the matter.

 

(4) A Director shall not use inside information of Corporation for his/her personal benefit, or use such inside information or his/her position as Director to the detriment of the ACA. “Inside information” is information obtained through the Director's position that has not become public information.

 

ARTICLE 15

Amendments

 

The Board of Directors may adopt Articles of Amendment (amending the Articles of Incorporation) by a two-thirds vote, followed by ratification of the proposed amendment by the membership.

 

ARTICLE 16

Merger or Dissolution and Distribution of Assets

 

The membership of this organization has sole authority to merge with another organization, or dissolve and distribute the organization's assets, subject to the limitations listed within this article.

 

Any proposal for merger or dissolution and distribution of assets must be initiated by a motion duly seconded and passed at a regularly scheduled membership meeting.  The proposal must then be presented at a special meeting called for that purpose.  Notice of the meeting must be mailed to the full mailing list, excluding the media, at least 30 days before the date of the meeting.  Following discussion, the vote will be taken using a mailed ballot.  The ballots shall be sent to all members in good standing, and shall include the main pro and con arguments.  Approval shall require no less than seventy percent (70%) affirmative vote of the ballots returned or postmarked within 20 calendar days.

 

Only non-theist, non-religious organizations clearly identified as such and having a purpose consistent with that of this organization shall be considered for merger or distribution of assets.  Upon dissolution of the ACA, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501 (c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the ACA shall inure to the benefit of or be paid or distributed to an officer, director, member, employee, or donor of the ACA.

 

 

 

ARTICLE 17

Changes to the Bylaws

 

(1) Amendments, additions, or deletions to these Bylaws may be presented at a regularly scheduled membership meeting by the Board of Directors. Changes to the Bylaws should improve the operation of this organization. Under no circumstances shall they alter the purpose of this Corporation as set forth in the Articles of Incorporation.

 

(2) The proposed changes shall be included in the meeting notice for the next regularly scheduled membership meeting and noted as an agenda item. The proposed changes may be debated and revised before being voted upon.

 

(3) Changes to the Bylaws must be approved by at least a simple majority of the members present and voting.

 

(4) Changes to the Bylaws shall become effective immediately upon adoption, unless specified otherwise in the motion to adopt.

 

(5) The Board may make non-substantive changes to the Bylaws to correct typographical or other clerical errors as long as those changes do not alter the substance or the meaning of any provision.

 

(6) Any Member may propose a Bylaw change to the Board of Directors, either in writing or in person, at any Board meeting so long as arrangements have been made to place the discussion onto the Board's agenda.


   Read more...

Non Prophets radio show and Atheist Experience TV show began podcasting their audio content to the world. These shows now have listeners from all over the world.


   Read more...

Looking back to 2004, one of the ACA's more notable accomplishments was our participation in a "friend of the court" brief for the Supreme Court in the Michael Newdow pledge case. While his case was thrown out on a frustrating technicality, he will likely be back before the Supreme Court on the pledge issue in the next few years. Perhaps we can re-file the brief for that case when it happens. ACA member Jeff Dee was a major contributor to the brief on the ACA's behalf.


   Read more...

Members of the ACA participated in the Texas State Board of Education textbook hearings in 2003, thus helping to keep Intelligent Design out of science textbooks in the state. Unfortunately, our efforts in 2005 to keep contraceptive information in the health textbooks were not successful.


   Read more...

In May of 1999, Kellen Von Houser and Don Rhoades stepped down co-leaders. In our annual election, John Koonz and Susan Brown were elected as new co-leaders. This transition, as well as others within the group, went smoothly. During the summer of 1999, the board surveyed the membership as to what direction ACA should take. There were a number of good ideas offered up.


   Read more...

On the first weekend after the first full moon after the spring equinox in 1999, ACA hosted the Atheist Alliance convention. Don Rhoades and Mary Sue Osborne were assisted by a number of ACA members including Keith Berka, Vie Farrow, Maria Laudenslager, and many others. The event was held at the Omni Hotel in downtown Austin. The theme of the convention was 'Positive Atheism.' A number of well known atheist authors as well as some of our own members gave workshops. Dan Barker of the Freedom From Religion Foundation spoke at the banquet and played some of his freethought songs for us. The convention was a success, and it placed the ACA clearly on the map as an important organization.


   Read more...

As with any new organization, we had our growing pains too. During the spring of 1998 our board of directors worked through its process for making formal decisions. Generally, we have tried to reach general consensus.

Also in the spring of 1998, ACA joined the Atheist Alliance and the board began discussing the possibility of hosting the 1999 convention here in Austin. Don Rhoades had attended the '98 Atheist Alliance convention in St. Louis, and asked to take on the responsibility of being the event organizer. Assisting Don in this massive effort were Mary Osborne and Kellen Von Houser.


   Read more...

On October 17 1997, our cable access television show The Atheist Experience made its debut. One of the important features of the show was the live call-in format. Ray Blevins, the host of the show, was willing to take a chance on this highly unpredictable format. He was joined by co-host Joe Zamecki. At first the show was only an hour long and aired live every other Sunday. In September of 1998, the show was extended by half an hour. In December of 1999, the show began going out over the internet. Now anyone in the world with a computer could watch our show.


   Read more...

By June of 1997, we had our web site. On it, internet surfers could find links to many other atheist sites. Eventually, a questionnaire was added as well as the newsletter. Now the newsletter, "The atheist", including any images it may contain, can be downloaded as an Adobe Acrobat PDF file.


   Read more...

During the Sunday, February 1st meeting, the group approved the preamble (Statement of Purpose) of the ACA charter. Diane Mankedick, Jeff Dee, Howard Thompson, Cyndi Miller, Keith Berka, and others worked on the preamble. As of February 10th 1997, our small group was recognized by the Secretary of the State of Texas as the Atheist Community of Austin Inc. A Steering Committee, headed by Howard Thompson, began to meet to hammer out the organizational details. A separate Charter Committee was approved by the steering committee to write our charter. Our charter, constitution, and bylaws took some time to complete as many people had strong feelings as to how these important documents should be worded. Eventually consensus was reached and our charter and constitution were voted on and adopted in May of 1997. Don Rhodes and Kellen Von Houser served as the groups first Co-Coordinators and initial board members under the new charter.


   Read more...

On December 15th, 1996, twenty-one Austin area atheists gathered at the Hot Jumbo Bagelry for our 10:30 A.M. weekly Sunday meeting to establish our group as the: ATHEIST COMMUNITY OF AUSTIN. Our little ceremony included a brief speech, comments from each member, the reading of our Declaration of Intent, the signing of our Declaration and a toast. We now had about 30 members showing up during a month. Our newsletter was going out to about 60 Austin area atheists.


   Read more...

Through the efforts of Rodney Florence and others, Austin Mayor Todd signed our proclamation of November 21 1996 proclaiming November 22 - 29, 1996 as Give Thanks for State/Church Separation Week in Austin. While ACA itself cannot endorse candidates or political parties, a number of our members have become active in the political process. ACA has also taken part in a number of marches and walks to support civil liberties and other worthy causes.


   Read more...

In April of 1996, Kellen Von Houser contacted a few local atheists by e-mail. She proposed getting together at some centrally located eatery for the purpose of discussing atheism. Some time later, she placed an advertisement in the back of The Chronicle. That small ad attracted the attention of a number of atheists, many of whom became very active in the group. ACA exists because of one woman's desire to end her atheist isolation and meet other atheists, and because of her willingness to work for it with her own time and money. Spike Tyson, director of American Atheists, also contacted local members and let them know about the new local group.


   Read more...

Non Prophets radio show and Atheist Experience TV show began podcasting their audio content to the world. These shows now have listeners from all over the world.

Atheist Community of Austin

The Atheist Community of Austin is a 501(c)(3) non-profit organization dedicated to promoting positive atheism and the separation of church and state. The ACA serves the local Austin community through outreach programs, providing informational resources and various volunteer activities. In addition, the ACA serves the community-at-large through free online portals including informational wikis, regular audio/video podcasts and interactive blogs.

We define atheism as the lack of belief in gods. This definition also encompasses what most people call agnosticism.

Button label Button label Button label

Upcoming Events

Sunday, June 25, 2017 | 8:00 am - 8:45 am

Sunday, June 25, 2017 | 9:15 am - 10:30 am

Sunday, June 25, 2017 | 10:00 am - 12:00 pm

Sunday, June 25, 2017 | 4:30 pm - 6:00 pm