Original Constitution and Bylaws, Adopted April 6, 1997
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 gender, race, age, sexual orientation, ethnic origin, 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 I: NAME, MEMBERSHIP, ELIGIBILITY FOR OFFICE, CONTROL OF ASSETS
SECTION 1. NAME. The name of this organization is Atheist Community of Austin, Inc. This organization is incorporated according to the laws of the State of Texas. Incorporation is dated February 10, 1997.
SECTION 2. MEMBERSHIP. 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. Any member may vote on any motion, resolution, nomination or election at any meeting or convention called by Atheist Community of Austin, Inc. A member is anyone who is accepted through the application process.
SECTION 3. ELIGIBILITY FOR OFFICE. Persons who meet the membership requirements of SECTION 2 of this Article, and who have been members for at least 6 months prior to the date of election are eligible for election to any office within the organization.
SECTION 4. MEETINGS. The board of directors shall hold regularly scheduled membership meetings throughout the year. Members may also call a membership meeting upon petition signed by at least ten (10) members. All meetings of this organization shall follow rules of order to be established by the board of directors.
SECTION 5. CONTROL OF ASSETS. 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 this Constitution and 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.
ARTICLE II: LEADERSHIP STRUCTURE, DUTIES OF OFFICERS
SECTION 1. LEADERSHIP STRUCTURE. The leadership of this organization shall consist of a board of directors encompassing the following positions: two co-chairs, secretary, treasurer and up to nine additional directors. The co-chairs, secretary and treasurer shall serve as the executive committee.
The members of the executive committee shall be authorized to sign checks against the organization’s account for expenses approved by the board of directors.
Members of the board of directors may hold more than one position when necessary to carry out the activities of the organization, as determined by the board of directors and approved by the membership.
SECTION 2. DUTIES OF OFFICERS. The following subsections describe the duties of the Co-chairs, Secretary, Treasurer, Archivist and Directors. The Executive Committee shall determine the additional duties and responsibilities for these officers as it deems appropriate, subject to the approval of the Board as required by the Constitution.
Subsection A. Co-Chairs: The co-chairs shall share the responsibilities of the position. They shall conduct membership meetings, report on the organization’s activities, appoint persons as needed for specific duties, coordinate and monitor the organization’s activities, serve as the organization’s spokespersons or appoint others as spokespersons, and represent the organization to other groups.
Subsection B. Secretary: The secretary shall keep the minutes of meetings, and maintain the organization’s records, correspondence and membership list. The secretary shall make all records available to members upon reasonable request. The secretary shall continuously update the membership list and provide a current printout to the co-chairs. The secretary shall ensure that all essential records are kept in a secure place, with copies provided to the co-chairs. The secretary may appoint an assistant, upon approval of the board of directors.
Subsection B-1. Archivist. The archivist shall store in a prudently safe, secure, redundant and easily retrievable manner and in accordance with the Texas Non-Profit Corporation Act (Article 1396), all the organization's files, records, documents, correspondence, publications, video and audiotapes, artwork, pictures, and other materials of historical significance. This officer will be the official database archivist for the organization, keeping the master paper and digital records of the all memberships, applications, subscriptions, and requests for inclusion in or exclusion from the organization's active mailing lists. For privacy and protection purposes, the membership list can never be sold, loaned, shared or printed out; and it can only be partially viewed if specific published member-request procedures are created by the Archivist, in compliance with Texas Non-Profit Corporation Act, approved by the Board and strictly adhered to. Also, the Archivist shall serve as the organization's librarian, keeping and maintaining all books, articles and writings that are to be made available to the general membership, including the criteria and procedures for such access. The Archivist will make monthly reports to the Executive Committee and the Board of Directors on the status and condition of all segments of the organization's archives. If, and when necessary, the archivist may recruit assistance in properly discharging these duties, subject to approval by a simple majority of the Board.
Subsection C. Treasurer: The treasurer shall monitor the financial status of the organization, pay bills as authorized by the board of directors, and be responsible for all financial reports required by government bodies. The treasurer shall provide a financial report to the members at each membership meeting. A current financial report shall be made available to members upon reasonable request.
Subsection D. The Directors, The Board and its Committees: The directors shall operate as a legislative board, responsible for carrying out ongoing activities and business functions of the organization, as needs require. In addition, the board is empowered to establish any committee structure it deems necessary for conducting the administrative work of the organization, and shall define the purpose and objective of all committees. The board shall appoint a chairperson and one board member to serve on any standing or ad hoc committee it thus establishes. All other committee members and functions will be the responsibility of the appointed chairperson, who shall make regular progress reports to the board. The board shall retain final authority over all committees, including the power to disband any committee 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.
A simple majority (51%) of the total number of elected and current directors is required to approve all matters over which the Board has authority. If a co-chair or the majority of the executive committee approve, the board may meet or take votes, either in a special session or as an extension of its regular meeting, by means of telecommunication and/or the Internet. These methods may be used either instead of meeting in person or in conjunction with meetings in one physical location. In all such cases, a full record of the circumstances involved must be documented by a member of the executive committee and filed with other board meeting and voting archives.
SECTION 3. COMPENSATION. Officers and directors shall serve without compensation except for reimbursement for approved out-of-pocket expenses.
ARTICLE III: ELECTIONS, TERMS OF OFFICE, VACANCIES
SECTION 1. ELECTIONS. Elections to the board of directors shall be held annually, on the first Sunday in May, at a general membership meeting called for that purpose. Members shall be notified by mail of the election date, time and location at least fifteen (15) days before the election.
Candidates must be nominated by at least one other member. Each office shall be nominated and voted on separately. The order of election shall be: co-chairs, secretary, treasurer, directors. Election shall be by majority vote. Those candidates not elected to one office may run for any other office for which a vote has not yet been called. Members may vote for only one candidate in the elections for secretary and treasurer. For the election of co-chairs, they may vote for up to two candidates. For the election of directors, they may vote for up to nine candidates.
For the office of co-chair, the two candidates receiving the most votes shall be elected. For the office of co-chair, the combined votes of the leading candidates must constitute a majority. If not, the candidate with the fewest votes will be dropped from the list and another vote will be taken. Balloting will continue in this fashion until the combined vote total of the leading candidates reaches a majority. For the office of director, the nine candidates receiving the most votes shall be elected. In the election for directors, if a tie occurs resulting in more than nine directors, a run-off will be held.
The election procedures shall be established by the board of directors. 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.
SECTION 2. TERMS OF OFFICE. Terms of office shall be one year, beginning June 1 following the election. There shall be no limit on the number of successive terms to which a member may be elected.
SECTION 3. LEAVING OFFICE. Upon relinquishing an office, the outgoing officeholder shall turn over all records to his or her successor and shall provide the incoming officeholder with any and all information necessary to enable the newly elected officer to carry out the functions of that position.
SECTION 4. FILLING VACANCIES. If a vacancy occurs on the board of directors due to circumstances (such as, illness, injury, death, resignation or removal from office) that prevent the officer from carrying out his or her duties, the remaining members of the board may appoint a replacement to fill the unexpired term, subject to approval by the membership. The appointment shall be listed on the agenda in the notice for the next membership meeting.
ARTICLE IV: REMOVAL FROM OFFICE and PROVISIONS FOR ABUSE
SECTION 1. PROVISIONS FOR ABUSE.
Subsection A. 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. The charge(s) must be accompanied by a proposal for an appropriate punishment. Unacceptable actions may include, but are not limited to: failure to perform the duties of their office, abusive or disruptive behavior during ACA activities, 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.
Subsection B. Ratification. Upon voting in favor of an appropriate wording for an incident of Unacceptable Conduct by a person or group, the Board of Directors must, after giving proper advanced notice, then bring the matter before a meeting of this organization's general membership. The Board shall then and there make an explanation of the Unacceptable Conduct charge to that gathering, along with a recommendation for an appropriate penalty to be imposed. After a period of discussion not to exceed a total of one hour of equal access time by all parties wishing to speak on the matter, a vote for Ratification shall be called. Ratification will require sixty percent (60%) of the verified members present voting in favor of such action.
Subsection C. Penalties and Enforcement. Upon Ratification, the Board of Directors may proceed with invoking whatever actions and/or penalties were approved by the ratification process. 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 of any kind. 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, fine, expulsion from an elected post or committee membership or ACA events, termination of membership, and/or the initiation of legal proceedings against the individual thus charged.
ARTICLE V: MERGER, DISSOLUTION, DISTRIBUTION OF ASSETS
SECTION 1. AUTHORITY. 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 in SECTION 3 of this Article.
SECTION 2. PROCEDURE. 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 ballot shall be sent to all members and shall include the main pro and con arguments. Ballots must be returned within 20 calendar days. Approval shall require no less than seventy percent (70%) affirmative vote of the ballots returned within 20 calendar days.
SECTION 3. LIMITATIONS. 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. All outstanding debts, obligations and claims must be satisfied before assets are distributed. No assets shall be distributed to individuals.
ARTICLE VI: CHANGES TO CONSTITUTION AND BYLAWS
The following procedure shall be used to change the Constitution and Bylaws:
Amendments, additions or deletions may be proposed at a regularly scheduled membership meeting, either by the board of directors or a member. Changes to the Bylaws should improve the operation of this organization. Under no circumstances shall they alter the purpose of this organization as set forth in the Constitution.
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.
CHANGES TO CONSTITUTION AND BYLAWS (cont.)
Changes to the Constitution must be approved by at least sixty percent (60%) of the members present and voting. Changes to the Bylaws must be approved by at least a simple majority of the members present and voting.
Changes to the Constitution and Bylaws shall become effective immediately upon adoption, unless specified otherwise in the motion to adopt.
1) A quorum of ACA’s Board of Directors may do any appropriate business. A quorum shall be defined as at least 51%.
2) ACA's funds shall be in accounts structured as follows:
A checking account. The purpose of the checking account 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 eventually used toward the purchase of a building for ACA use. Normal inflows are to include Randall's Remarkable Card contributions, Amazon.com's percentage of book sales from ACA's website, and any other moneys 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 moneys that ACA's board of directors choose to deposit there. Withdrawals from the building fund may only occur with the approval of 3/4 of the board.
Monthly Board Meetings Agendas and Time Limits: Items to be discussed at a monthly Board meeting must be received by the Co-Chair(s) by a specific date and time. Deadlines will be established by the Co-Chairs and must be adequately publicized to the membership. Any member in good standing may request an agenda item. If an additional agenda item is proposed during a Board meeting, a majority vote of the Board members present is necessary to add it to that month's discussion. Otherwise, the agenda item will be considered at the next regularly scheduled Board meeting. The Co-Chairs or presiding officer may also impose a 2- minute per issue time limit on each speaker when necessary to accomplish all Board business in a timely manner.