Revised October 12, 2019
Bylaws Of The Texas Cushman Club, Inc
The principal office of the corporation in the State of Texas shall be located in the city of Cleburne, County of Johnson. The corporation may have such other offices as the Executive Board may designate or as the business of the corporation may require from time to time.
The registered office of the corporation required by the Texas Nonprofit Corporation Act to be maintained in the State of Texas may be, but not need be; identical to the principal office in the State of Texas, and the address of the registered office may be changed from time to time by the Executive Board.
Not withstanding any other provision of these bylaws, no member, director, officer, employee, or representative of this corporation shall take any action or carry on any activity by, or on behalf of the corporation not permitted to be taken or carried on by an organization except under Section 501(c) of the Internal Revenue Code and it’s regulations as they now exist or as they may hereafter be amended.
The purpose of the Texas Cushman Club, Inc. shall be to encourage members to locate, obtain, repair or restore and display (to its members and interested public) Cushman motor scooters of the past. The buying, selling and trading of parts, literature and vehicles between members is recommended and encouraged. To this end the Club shall: 1. Seek to establish and maintain proven ideals and professional standards. 2. Provide a forum for the exchange of ideas and the dissemination of such information as it may seem appropriate.
Section 1. Member
Any member, in good standing, of the Texas Cushman Club, Inc. shall consist of those people who have an active interest in Cushman motor scooters as indicated in the purpose of this corporation as well as those who have a sympathetic or vicarious interest in the aim and purpose of this corporation as indicated in the Constitution, provided that all of the aforementioned pay the annual dues as approved and regulated by the voting membership and/or the Executive Board. A membership may include a husband and wife, and any other minor children of one household.
Section 2. Honorary or Life Member
This classification shall be a special type of membership and an individual shall be selected upon unanimous vote of the Executive Board. The Executive Board, in selecting an Honorary or Life Membership, shall consider service to the Club and dedication to the ideals of the organization.
OFFICERS AND EXECUTIVE BOARD
Section 1. President
The President shall preside over all meetings of the corporation, serve as Chairman of the Executive Board, appoint all members of special committees with the approval of the Executive Board, appoint such other functionaries as in his judgment will expedite the work of the corporation. The President shall serve as ex-officio member of all committees and perform all other duties incidental to this office. The President’s position shall be filled each biennium by the previous year’s Vice President.
Section 2. Vice President
The Vice President shall assist the President in his duties as the President may direct. The Vice President shall perform all other duties incidental to this office. The Vice President shall be elected each biennium by the general membership.
Section 3. Secretary
The Secretary shall record the minutes of all meetings of the corporation, handle all correspondence relative to the corporation’s activities and maintain all of the corporation’s records. The Secretary shall be appointed each year at the annual meeting by the Executive Board and shall be a voting member.
Section 4. Treasurer
The Treasurer shall have custody of all corporation funds, receive and disburse all corporations’ monies, prepare a complete and accurate record of all transactions, prepare reports to be read at meetings and published in the corporation’s quarterly publication, and perform all other duties incidental to this office. The Treasurer shall be appointed each year at the annual meet by the Executive Board, and shall be a voting member.
Section 4. Technical Advisor
The Technical Advisor shall be in charge of all judging of vehicles in competitions for trophies, including eligibility requirements, and choose judges from the attending members. The President shall appoint the Technical Advisor, confirmed by a two-thirds vote of the Board of Directors. The Technical Advisor will be a non-voting member.
Section 5. Editor
The Editor shall be in charge of writing and printing and all services necessary to the preparation and distribution of the corporation’s quarterly publication, and shall perform all other duties incidental to this office. The Editor shall be appointed each biennium at the annual meet by the Executive Board, and shall be a non-voting member.
Section 6. Executive Board
The Executive Board shall consider and evaluate all recommendations made to it by the President and shall take all necessary and appropriate actions, approve or disapprove all committee appointments, and materially advise and assist the President in all matters pertaining to the necessary arrangements and programming for the annual meeting. The Executive Board will be responsible for the institution, approval, and implementation of all matters of policy relating to the Texas Cushman Club, Inc. The Executive Board shall consist of the above officers, plus 6 members. Three members will be elected each year.
- Each year prior to the annual meeting, the Executive Board may cause to be disseminated among its members a ballot for the purposes of filling any vacancies from the previous year.
- If the Executive Board does not send out the ballot by mail, then the elections shall be held at the annual meeting. Any individual elected must receive a majority of the votes cast and received. Those elected and appointed shall be installed into office at the annual meeting.
- There shall be 11 members to the Executive Board. Their titles, terms and interim shall be as follows:
- President 2 Years
- Vice President 2 Years
- Secretary Annual Appointment
- Treasurer Annual Appointment
- Members at Large 2 Years
(5 in number)
- Executive Board: The Executive Board meeting may be called by the President or a majority of the Executive Board and may be handled in person, by telephone or by correspondence.
- Annual Meeting: There shall be at least one annual meeting for all membership to be held at such time and location as determined by the Executive Board upon sufficient notice to the membership.
Proposed amendments to the Constitution shall be submitted, in writing, to the Executive Board at least thirty (30) days prior to the annual meeting and circulated to the entire membership at least seven (7) days prior to the annual meeting, and shall require a two-thirds majority of those members in attendance or voting by mail.
The Club shall have a corporate seal which shall be in the form of a circle with the name of the corporation, The Texas Cushman Club, Inc. and the “Corporate Seal” inscribed thereon. The seal is impressed in the margin of these bylaws.
Prohibition against sharing in corporate earnings.
No member, director, officer, employee, member of a committee, person connected with the corporation or any other private individual shall receive at anytime any of the net earnings or pecuniary profit from the operations of the corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation rendered to or for the corporation in effecting any of it’s purposes as shall be fixed by the Executive Board. No such person shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the corporation, after all debts have been satisfied, all assets remaining in the hands of the Executive Board shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Executive Board may determine or as may be determined by a court of competent jurisdiction upon application of the Executive Board, exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under the provisions of Section 501(c) of the Internal Revenue Code of 1954 (or other Revenue Law) and its regulations as they now exist or as they may hereafter be amended.
The annual dues of The Texas Cushman Club, Inc. shall be determined by the Executive Board.
- The President shall appoint any and all committees necessary to conduct business of the Club and to carry on the aims and purpose of the organization. The duties of the various committees shall be prescribed by the President and/or the Executive Board from time to time.
- Each committee shall report its findings at the annual meeting and shall publish it’s report prior to such meeting.
- Members of the committees shall be selected from various regions throughout the corporate area.
Section 1. Funds
All money of the Club shall be deposited in a bank approved by the FSLIC in the name of the Club.
Section 2. Disbursements
When duly authorized by a majority vote of the members present at any meeting of either the Club or the Executive Board, any officer, committee or group may be reimbursed for purchases made, or may make purchases or incur debt in the name if the Club, and the Treasurer is authorized to pay such debts or expenditures for any service performed by its members as a member of this Board.
Rules of Order
Roberts Rules of Order shall govern all Parliamentary practice of the Texas Cushman Club, Inc. In all cases to which they are applicable and in which they are not inconsistent with the Constitution and Bylaws of the Club.
Enacted at the meeting of the Executive Board held the 5th day of June 1993.
Ross A. Murphy, President
Charles M. Jones, Vice President
Bill Gordon, Tech Advisor
G.L. Brownlow, Board
James W. Sheets, Board
Ben Sargent, Board
Danny E. Turner, Board
Les Wilson, Board
Larry G. White, Board