I. NAME: Bryan-College Station Sister Cities Association
The Bryan-College Station Sister Cities Association is a non-profit, non-partisan organization dedicated to charitable and educational purposes, consistent with 501(c)(3) of the U.S. Internal Revenue Code. The organization was established in 1989 to promote peace by fostering mutual respect, understanding and cooperation through cultural, educational and other youth and adult exchange programs with international Sister Cities. The association is affiliated with Sister Cities International. No part of the net earnings of the Association shall accrue to the benefit of its members, directors or officers. The Bryan-College Station Sister Cities Association does not discriminate on the basis of race or color, national origin, age, gender, gender identity, sexual orientation, veteran status, disability, religion or creed, or any status prohibited by applicable law. No part of the Association’s activities shall be carrying on propaganda or otherwise attempting to influence legislation. The Association shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
A. Eligibility for membership: Membership in the Bryan-College Station Sister Cities Association is open to anyone who supports the purpose of the organization outlined in Article II. Membership is granted after completion and receipt of a membership application and annual dues, and continued membership is contingent upon being up-to-date on annual membership dues.
B. Annual dues: The required annual dues for membership shall be set by the Board of Directors.
C. Non-voting membership: the Board shall have the authority to establish and define non-voting categories of membership.
IV. ANNUAL MEETING OF MEMBERS:
A. Annual meetings: An annual meeting of the Members shall be held between Oct. 1 and Dec. 15 of each year. The specific date, time and location will be determined by the Board. At the annual meeting, the current dues-paying, voting Members shall elect directors and officers and receive reports on the activities of the association.
B. Notice of meeting: Each voting Member will be notified in advance of the date, time and location of the annual meeting.
V. BOARD OF DIRECTORS:
The Board of Directors (“Board”) comprises elected Directors and government-appointed Appointees.
1. The Board may have as few as 10 and as many as 25 Directors, and the term of office for Directors shall be three years (a “Term”). Directors must be Members who are current on their dues. The Directors shall be qualified for their positions by reason of their interest in encouraging, establishing and causing to flourish sister city relationships.
2. One-third of the Directors are elected or re-elected to a 3-year term at the Annual Meeting by more than half of the voting Members present at the annual meeting. A majority of the Board may elect a Director to fill out an unexpired term when a vacancy occurs during the year. Directors may serve consecutive terms.
3. Directors receive no compensation other than reimbursement of reasonable expenses incurred in the performance of their official duties, as approved by a majority of the Board of Directors. Any Director proposed to receive expense reimbursement shall not be eligible to vote on the motion.
4. A Director’s unexcused absence from three or more consecutive Board meetings shall constitute resignation from the Board unless otherwise determined by the Board. Directors may be removed for just cause by a two-thirds vote of the full Board.
5. Directors shall serve on committees as described in Article VII.
1. Mayors of Bryan and College Station shall each appoint one Appointee to represent the respective City. The County Commissioners Court shall appoint one Appointee to represent Brazos County. The appointing bodies may remove Appointees and fill Appointee vacancies at their discretion. Appointees do not have Terms.
2. The Appointees shall have voting privileges as if Directors.
1. Regular meetings: The Board shall hold regular meetings, typically once a month, with a minimum of eight meetings per year. Members who are not Directors may attend and observe Board meetings, but may not participate in discussions without invitation or prior approval by a Director or Appointee. The meeting schedule will be set by the Board annually.
2. Special meetings: Special meetings may be called by the Board President, the Executive Committee, or a simple majority of the Board. These meetings may be held electronically.
D. Ex-Officio Board Members.
The Board may appoint Ex-Officio Board Members, such as Mayors of the two cities, other officials or representatives of tourism, arts and economic development organizations. Ex-officio Board Members serve without vote and are not subject to Terms, but may attend and participate in Board meetings. In general, these ex-officio Board seats are tied to a particular office or position. Ex-officio Board Members are neither Directors nor Appointees.
A. Qualification; Election. Officers of the Association must also be Directors. The Officers shall consist of President, Vice-President, Secretary, and Treasurer. The Officers shall be elected by the Board at the association’s annual meeting or when vacancies arise.
B. President. The President shall serve as chief officer of the Association. The President shall preside officially over all Officer meetings and Board meetings.
C. Vice President. The Vice President is the second officer of the Association and may carry out the duties of the President when she/he is unable to participate in Association activities.
D. Treasurer. The Treasurer shall collect and disburse funds as authorized by the Officers, keep full and accurate accounts, prepare a yearly financial report, and comply with reasonable requests for financial information by the Board. The Treasurer shall file yearly tax returns to both Federal and State governments. The Treasurer shall also serve on the Finance Committee.
E. Secretary. The Secretary shall keep the minutes of Officer meetings and Board meetings and report the activities of the Association. The Secretary shall also keep current records of the names and addresses of the Board and notify them of annual meeting and other official meetings.
F. Agenda. The Officers shall set the agenda for monthly meetings and make recommendations for specific actions of the Board.
G. Annual Plan. The Officers shall present an annual plan of activities and an annual budget for approval by the Board the month following the annual meeting.
H. Authority. The Officers may be empowered by the Board to act on behalf of the Board in negotiation of contracts and agreements.
I. Meetings; Voting. An act of the Officers is an act approved by the majority of the Officers at a meeting or by written consent. Any Officer may call a special meeting of the Officers at any time by giving at least five (5) days’ notice to the other Officers.
The following committees shall be chaired by a Director who is appointed by the President.
A. Finance Committee. The Finance Committee shall be responsible for fund- raising and preparation of an annual budget in conjunction with the Executive Committee.
B. Membership Committee. The Membership Committee shall develop membership programs and engage in outreach and recruitment of new members. The Membership Committee shall maintain a current roster of members in good standing. It shall coordinate its activities with the Treasurer and other committees.
C. Educational Exchange Committee. The Educational Exchange Committee shall function in two areas:
1) Citizen Exchange – Plans exchanges of official delegations between Bryan/College Station and its designated sister cities.
2) Educational Exchange – Coordinates high school educational exchange programs between Bryan/College Station and its designated sister cities.
D. Marketing Committee. The Marketing Committee shall publicize and help plan activities and events of the Association. Additionally, this committee shall prepare and distribute a regular newsletter for members and interested individuals in the community at large.
E. Scholarship Committee. The Scholarship Committee sets the criteria and scholarship application process. The Scholarship Committee will recommend three people, including at least one non-Board member to serve on the ad hoc Scholarship Selection Committee, which will be voted on by the Board.
F. Appointment. Any Member may be appointed to a committee created pursuant to this Article VII by that committee’s chairperson.
G. Ad-hoc Committees. The Board may appoint ad-hoc committees or task forces by majority vote as needed.
A. Nominating Committee. The President shall appoint a Nominating Committee of no fewer than 3 Directors. The Committee shall nominate Directors and distribute the slate of candidates to the Board and voting Members prior to the annual meeting. The Nominating Committee may also approve a nomination proposed by any Member, with the consent of the person nominated. If the number of nominations does not exceed the number of possible Directors, the slate of nominations may be elected by acclamation. If requested by any Director present, voting shall be held by secret ballot.
B. Directors. New Directors and current Directors shall be elected or re-elected by a simple majority of members present at the annual meeting.
C. Officers. Officers are elected each year at the Annual Meeting by the Board. Officer vacancies during the year shall be filled by majority vote of the Board at a monthly meeting or a special meeting. Officers may serve consecutive terms.
A. General. To the fullest extent that the law of the State of Texas allows, the Directors and all Officers or other appointed representatives of Bryan-College Station Sister Cities Association shall have the right to be indemnified against all expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being a director or officer, except in relation to matters as to which he or she is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of their duties. Such indemnification shall not be exclusive of any other indemnification provided for in the Articles of Incorporation or any Bylaw, by resolution or otherwise.
B. Insurance. To the fullest extent permitted by law, the Bryan-College Station Sister Cities Association shall use its best efforts to purchase and maintain insurance on behalf of its directors, officers, employees or agents for the purpose of such indemnification.
X. INTERESTED PARTY TRANSACTIONS
A. Definition of Interested Parties. The Association recognizes that the skills, talents and relationships of its volunteers, Board members and committee members are among its richest assets. When these individuals, their family members, or any entities in which they have a financial interest or with which they are affiliated have a financial interest in a proposed transaction, then these individuals are known hereinafter as “Interested Parties.”
B. Appearance of Impropriety. The Association is aware that acquiring goods or services from, or engaging in transactions with Interested Parties may create an appearance of impropriety. In order to protect the Association against any improper appearance, the Association will restrict its business dealings with Interested Parties.
C. Transactions with Interested Parties. The Association may acquire goods or services from, or otherwise transact business with, or otherwise be involved with an Interested party if the Board determines in its judgment that the goods or services provided are, or the transaction is, or the event is on terms or conditions no less advantageous to the Association, nor more advantageous to the Interested Party, than the terms that are available to the Association than those generally extended by third parties.
D. Disclosure of Interested Party Relationship Required. Whenever the Association is considering acquiring goods or services from, or entering into a transaction with, or having an event involving an Interested Party, the details that create the Interested Party relationship shall be disclosed to the Association and to members of the Board who are not Interested Parties.
E. Approval of Interested Party Transaction. The Association may enter into a transaction with an Interested Party only if the Board or the Executive Committee is made aware of the information required above and the majority of the Board or Executive Committee members (who are not Interested Parties) approve the transaction as being fair to and in the best interest of the Association. The Executive Committee shall have the authority to act for the Board in granting the approval.
F. Exclusion of Interested Party from participation in Decision. Any director or Executive Committee member who is an Interested Party to the transaction shall not:
1) Be considered a director or Executive Committee member for the purpose of determining a quorum.
2) Participate in the vote on the transaction; or
3) Attend any meeting while approval of the transaction is considered.
XI. VIOLATIONS OF CONFLICTS OF INTEREST POLICY
A. Hearing. If the Board or Executive Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
B. Remedy. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or Executive Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, including expulsion.
A. Procedure: The Association shall be dissolved according to procedures outlined by the Internal Revenue Service and the State of Texas.
B. Distribution of Assets. Upon the dissolution of the association, the remaining assets, after liabilities have been discharged or provided for, shall be distributed to any other organization exempt from taxes under Internal Revenue Code Section 501(c)(3), or the corresponding section of any future federal tax code, or shall be distributed to Sister Cities International.
XIII. GENERAL PROVISIONS:
A. Fiscal Year. The fiscal year shall be September 1 to August 31 for purposes of state and federal reporting.
B. Check Drafting Authority. The Treasurer, President, and Vice-President are authorized to sign checks. Two signatures are required on all checks. Prior approval is needed for checks greater than $500.
C. Charitable Intake. The Board of Directors is authorized to accept on behalf of the Association both restricted and unrestricted gifts, contributions or bequests for the general purpose or any special purpose of the Association.
XIV. AMENDMENT PROCEDURES:
The power to amend the charter or by-laws is vested in the Board. A majority of the full Board is required for approval of amendments. Such vote may be made absentee in writing. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These bylaws were approved at a meeting of the Board by a majority vote on February 18, 2019.