Chapter Bylaws Michelle Haggerty Texas Master Naturalist State Program Coordinator DRAFT 10/17/2014

Topics Chapter Bylaws Template Template Update Needs Member Categories Elections and Honorary Membership  Change to last General Membership Meeting of the year  Officer Election Process Appointed Positions Financial Controls Addendum for 501(c)(3) Chapters Dissolution of a Chapter Next Steps for all Chapters Chapter Operating Handbook  Officer Nominating Committee

Chapter Bylaws Template Bylaws contain the governing language of organizations Why are Bylaws needed?  As 501(c)(3) organizations, Bylaws are typically filed with governmental agencies such as the IRS How must the Bylaws be adopted and who needs to adopt them?  Each Chapter must adopt as their Bylaws the language from the Template as posted on the State website:  For the Texas Master Naturalist Program to keep the organization’s structure the same across all chapters, each chapter must adopt the same language as that in the Template  An exception is allowed to provide for Chapters who desire 2 year terms versus 1 year terms for its Officers  Another exception is being added to provide for 501(c)(3) organizations

Template Update Needs The last update was in April 2011 Need to address new state requirements Compliance Uniformity Clarify the various stages and categories of Membership State clearly who can vote How are Honorary Members selected and approved? Officer Election Process  Elections will occur on the “Last General Membership Meeting of the Calendar Year”  When do newly elected Officers actually assume their duties?  Clarify the Officer Nomination process Who appoints and approves new incoming appointees? How is the chapter “financial audit” performed? Clarify how a chapter organization may be “dissolved” Add Language to support 501(c)(3) organizations

Member Categories Texas Master Naturalist as Member-in-Training  From the first day of class continuing until the member Trainee has completed all of the Chapter training requirements Texas Master Naturalist Member Pledge  Completed Chapter Training requirements, but has yet to complete their service or minimum Certification requirements Certified Texas Master Naturalist  Completed the State or Chapter minimum Certification requirements Texas Master Naturalist Member  Previously has been a Certified Texas Master Naturalist but has not completed the required volunteer service of 40 hours, and an additional 8 hours of Advanced Training toward re-certification requirements for more than one year. All Categories of Membership may vote in General Membership meetings including Members-in-Training

Elections and Honorary Membership Officer Elections  The Officers of the Chapter shall be the President, Vice President, Secretary, and Treasurer. The Officers shall be elected by the Chapter membership at the last General Membership Meeting of the calendar year. Honorary Membership  Candidates for Honorary Membership may be submitted, by Members, to the Chapter Board for approval, and to be placed before the general membership for a vote.  Honorary members shall be selected by the affirmative two- thirds voice vote of the membership present at the last General Membership Meeting of the calendar year.

Election Process Nomination. The Officer Nominating Committee, chaired by the Past-President with a minimum of two additional ad-hoc members who are selected by the President with Board approval, shall submit a slate of candidates for Officers and publish the slate to the membership in writing 15 days prior to the last General Membership Meeting before the end of each calendar year.  Nominations will be accepted from the floor at the last General Membership Meeting of the calendar year. Assumption of Office. The new Board of Directors shall assume their duties at the first regularly scheduled Board meeting of the following calendar year.

Appointed Positions All positions other than the Officers, Past-President and Advisors are appointed positions.  Typically these positions are Directors of: Membership, New Class, Communications, Advanced Training, Volunteer Projects, etc. Appointment Process  The incoming President must recommend candidates for the appointed positions to the newly elected Officers following the last General Membership Meeting. The President may use the Officer Nominating Committee or may appoint a separate ad hoc committee to recommend candidates for his/her consideration. Selection  All appointed positions on the Board will be determined by a majority vote of the newly elected Officers, Past-President and Advisor(s) prior to the end of the calendar year in which they are elected.

Financial Controls Signature Authority.  The Treasurer or President shall sign all checks, drafts or other instruments for payment of Chapter money or notes less than $1000. The Treasurer and President or one other Officer shall sign for payment of money or notes of $1000 or greater Expenditure limits  Will be established and approved by the Board of Directors as set forth in the Chapter Operating Handbook Audits  Conduct annual examination of the financial records of the Chapter prior to the last scheduled Board meeting of the calendar year  Reported to the Board of Directors at the last scheduled Board meeting of the calendar year.  Reported to the General Membership at the first general membership meeting of the new calendar year

Adoption and Amendment of Bylaws State Bylaws Template The Texas Master Naturalist Program provides a template for all Chapters to use to adopt and amend individual Chapter Bylaws. All Chapter Bylaws must be uniform across all Chapters and are to be adopted verbatim by each Chapter selecting an option for the ‘Term of Officers’ and an option for an Addendum for 501 (c) (3) Chapters. Chapters that desire to meet additional requirements to be recognized as a tax-exempt organization may or may not adopt the Addendum for 501 (c) (3) Chapters.. Approval Before Vote. The initial Chapter Bylaws and any subsequent proposed amendments to these Chapter Bylaws must be submitted in writing for approval by the Chapter Advisors and then the Director of the Texas Master Naturalist Program as a representative of the TMN State Committee before being submitted to the Chapter’s general membership for a vote. Notification. Notice of the proposed adoption of Chapter Bylaws and all proposed amendments to the Chapter Bylaws with the date, time and place of consideration shall be presented in written form via conventional mail, or other equivalent means to members at least 30 days prior to consideration by the membership. Membership Vote. These Bylaws may be amended by a two-thirds vote of members.

Dissolution of a Chapter Dissolution  By The Membership  By The TMN State Committee  Merger With Another Chapter Distribution of Remaining Assets.

Addendum for 501 (c)(3) Chapters Conflict of interest policy to protect tax-exempt organization interests  when entering into a transaction or arrangement that might benefit the private interest of an officer or director… Minutes of the governing board and all committees with board- delegated power shall contain:  Names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest… Each director, principal officer and member of a committee with governing board-delegated powers shall annually sign a statement which affirms adherence to policy Periodic Reviews  To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status….

Next Steps for all Chapters Each Texas Master Naturalist Chapter must download the new template and produce a new version of Bylaws The updated Bylaws must be sent to Michelle Haggerty for review Once approval has been obtained, the new Chapter Bylaws must be sent to the entire membership of the Chapter giving at least 30 days notice of the changes Once the Chapter Membership has approved the new Bylaws, they must be posted on the Chapter website and sent to any governmental agency needed Compliance with the new Bylaws occurs immediately on membership approval

Chapter Operating Handbook An update to the Template to guide Chapters in updating their Chapter Operating Handbook is underway The updated Template is scheduled to be completed by the end of this year Revised COHs will be required for all Chapters Operating details of the Chapter may be included in the COH, but no language may contradict the Bylaws

Officer Nominating Committee The Past President will chair the Officer Nominating Committee formed by Chapter Members who are appointed by the Chapter President. The Officer Nominating Committee shall endeavor to select candidates from the Chapter Membership who demonstrate appropriate skills for managing the office of President, Vice President, Secretary and Treasurer; and where possible, with an eye to increasing diversity. Diversity being not limited to sex, race, creed, or national origin, but including attributes such as age, formal education, background experience, time of service in any Board capacity, time of service in a single Board position, and county of residence. The Officer Nominating Committee must review the required skills, duties and responsibilities of each Officer position with the proposed candidate to assess the candidate’s understanding and willingness to perform the functions of the office. The Officer Nominating Committee must provide the slate of candidates to the general membership 15 days prior to the meeting during which the election will be held. The State Master Naturalist Coordinator may provide oversight to a Chapter’s nomination process.

Questions? Michelle Haggerty Texas Master Naturalist State Program Coordinator