Constitution
and Bylaws Of
Amusement & Music Operators of Texas
Article
I
Name
This organization shall
be known as Amusement and Music Operators of Texas.
Article
II
Objectives
To foster
the interest of those persons, firms or corporations
engaged in the business of operating coin-operated phonographs
and amusement games; to establish rules and regulations
consistent with the laws of the State of Texas and the
United States; to establish a center for the diffusion
of knowledge and exchange of information for the purpose
of aiding and benefiting the people engaged in the industry;
to promote and encourage higher efficiency in the industry
and generally to do those things which a corporation
under the law may do in all matters tending to uplift
and improve said industry in all its business, social
and moral aspects.
Article
III
Membership
Section
1. Membership shall consist of three classes;
Regular, Associate and Classified.
Section
2. Regular Members shall be those persons, firms,
corporations, or distributors who are also operators
who engage in the business of owning and operating coin-operated
phonograph music machines, or other devices that produce
music, or vending or amusement machines allied or related
to the coin-operated phonograph music business or the
firm's representatives, not to exceed three persons;
those persons who continue their membership after their
firm or corporation, which has been a regular member,
shall retire from the coin machine business, and who
have been duly approved for such membership by the Board
of Directors.
Section
3. Associate members shall be those persons,
firms or corporations who are engaged in the business
of manufacturing or distributing any of the aforesaid
machines, devices, their accessories or appurtenances,
including but not limited to records, needles, parts
and other auxiliary equipment; those persons who continue
their membership after their firm or corporation, which
has been an associate member, shall retire from the
coin machine business, and who have been duly approved
for such membership by the Board of Directors.
Section
4. Classified members are those persons who
are employed by regular and associate members and persons
who act as legal counselors, insurance counselors, business
managers or coordinators of local, state or national
associations, public relations counselors, tax counselors,
and others who serve in such capacities.
Section
5. Memberships in this corporation are not assignable
or transferable.
Section
6. Resignation from membership may be accomplished
by written request addressed to the President or Secretary,
but such resignation shall not discharge such member
from liability for any dues or other charges owing at
the time that the resignation takes effect.
Section
7. Those members who come under Section 2 or
their representatives are eligible to vote and hold
office in this corporation.
Article
IV
Discipline
Section
1. No member shall be deemed to be in good standing
if he or she is delinquent in paying dues.
Section
2. After a hearing by the Board of Directors,
any member may be expelled or suspended by said Board
for conduct unbecoming a member of the corporation.
After any member receives a notification of his suspension
or expulsion in writing from the Board of Directors,
he shall have the right to file a notice of appeal in
writing with the Secretary of the corporation. His appeal
shall be heard and judged by the membership at large
at the next general meeting of the corporation.
Article
V
Membership
Meetings
Section
1. General membership meetings shall be held
during the annual convention, but no later than the
third full week of July, at a time and place to be designated
by the Board of Directors or President. Notice of said
meeting shall be sent by the Secretary at least 45 days
prior to the date fixed for the said meeting.
Section
2. A quorum at all general membership meetings
shall consist of five (5) percent of the regular members
in good standing.
Section
3. Special membership meetings shall be called
by the Secretary at the order of the President, the
Board of Directors or upon the written request of ten
(10) percent of the regular members in good standing.
Written notice of all special meetings, excluding emergency
meetings which will not require notice, must be given
by letter mailed to all the regular members in good
standing at their addresses as the same may appear on
the records of the corporation, at least fifteen (15)
days prior to said meeting. The notice must state the
purpose of said meeting and only the particular business
for which the special meeting was called shall be transacted
at said meeting. An emergency meeting must be one that
would not allow a time delay in a response necessary
to avert harm to the corporation.
Section
4. Regular members who are in good standing
shall have one vote in the affairs of the corporation.
No more than one person from the same firm may vote
at general membership meetings unless another person
from that firm is an officer or director.
Section
5. The business at general membership meetings
shall be as follows:
Article
VI
Board
of Directors
Section
1. The activities of the Amusement and Music
Operators of Texas shall be conducted by a Board of
Directors consisting of President, First Vice-President,
Secretary, Treasurer, six (6) Directors, and the Immediate
Past President. No person shall be eligible to hold
office unless he is a regular member (as defined in
Article III, Section 2) of the Amusement and Music Operators
of Texas in good standing. Membership on the Board shall
be terminated if a member is four months delinquent
in dues or if a member misses three consecutive meetings
of the Board.
Section
2. The President shall serve as Chairman of
the Board of Directors, and he or she shall preside
at all meetings of the Board of Directors. The Secretary
of the corporation shall serve as Secretary of the Board
of Directors.
Section
3. A simple majority of the Board of Directors
shall constitute a quorum. Unless otherwise required,
a simple majority of the votes cast by members present
at any meeting shall be sufficient to adopt any resolution
or motion or to take any action.
Section
4. The Past Presidents council shall be comprised
of the three immediate past Presidents.
Article
VII
Election
of Officers and Directors
Section
1.a. The President shall be nominated by the
Nominating Committee for a term of one year and can
be re-elected to serve a second term in succession.
A Vice-President who fills a vacancy in the office of
President pursuant to Section 1b of this article may
be re-elected to succeed himself as President, but for
one term only.b. The Vice-President shall be nominated
by the Nominating Committee for a term of one year and
may be re-elected to serve a second term in succession.
During the absence or incapacity of the President, the
Vice-President shall become President for the unexpired
term, provided that a Vice-President succeeding to the
office of President under such conditions and for less
than one year may also be elected to a full one-year
term. The Vice-President shall also serve as convention
Chairman during his term.c. The Secretary & Treasurer
shall be nominated by the Nominating Committee for terms
of one year each and may be re-elected for succeeding
years. The same person may hold the office of Secretary
and Treasurer simultaneously.d. There shall be eight
Zone Vice-Presidents, one (1) Zone Vice-President for
each zone. Zone Vice-Presidents shall be nominated by
the Nominating Committee each year for a term of two
(2) years. Zone Vice-Presidents may be re-elected. A
Zone Vice-President who is elected by the Board of Directors
to fill a vacancy in that office pursuant to Section
11 of this article may be reelected to succeed himself.
Even-numbered Zone Vice-Presidents to be elected in
even-numbered years. Odd-numbered Zone Vice-Presidents
are to be elected in odd-numbered years.e. There shall
be six Directors; three Directors to be elected by the
membership each year for a term of two years. Directors
may be re-elected to serve two terms in succession.
A Director who is elected by the membership of the Board
of Directors to fill a vacancy in that office pursuant
to Section 11 of this article may be re-elected to succeed
himself. All Officers and Directors shall serve for
the terms for which they are elected or until their
successors are duly elected and qualified.
Section
2. The Officers and Directors shall perform
the duties usually pertaining to their offices and such
other duties as the Board of Directors shall from time
to time prescribe.
Section
3. The Board of Directors shall at the mid-year
meeting in the third week of January, appoint a Nominating
Committee, which shall propose nominees for Directors
and Officers. The Nominating Committee shall consist
of the current President, the immediate Past President,
one Director from each of the two terms, two members
at large and two alternates, one of whom shall be from
the Board of Directors and one from the membership at-large.
The Chairman of the Nominating Committee shall be the
Past President member of that Committee.
Section
4. A Finance Committee shall consist of the
President, Vice-President, Secretary, Treasurer, and
Past President. The Chairman of the Finance Committee
shall be the Past President.
Section
5. The Nominating Committee shall provide a
ballot for their candidates as Officers and Directors.
Each ballot shall have a write-in section, which will
allow any member to enter his candidate for office.
Each ballot will be enclosed with the Notice of General
Membership Meeting (note Article V, Section 1). The
ballots must be returned by mail or fax prior to the
General Membership Meeting or hand delivered at the
time of the meeting.
Section
6. A plurality of vote’s cast shall be
sufficient to elect any officer or member of the Board
of Directors.
Section
7. A Regular Member (as defined in Article III,
Section 2), in good standing shall be entitled to cast
one (1) vote for each elective office and each membership
on the Board of Directors.
Section
8. All ballots returned will be counted for
each Officer and Director at the General Membership
Meeting and announced at the convention banquet.
Section
9. No more than ten (10) persons from any one
Zone in the State of Texas shall be eligible to hold
office, or be a member of the Board of Directors or
Chair a committee at the same time.
Section
10. No more than three (3) persons from any
one firm shall be eligible to hold office or to be a
member of the Board of Directors at the same time.
Section
11. Except for the Office President, the Board
of Directors may fill any vacancies of officers or members
of the Board caused by resignation, retirement, or death
at the next regular meeting of the Board of Directors.
Section
12. An administrator may be retained to supervise
the day to day affairs of the corporation by the Board
of Directors. The compensation of the administrator
shall be fixed by mutual agreement.
Article
VIII
Committees
All committees
shall be appointed by the President and approved by
the Board of Directors. Only those members in good standing
may be appointed to any of the corporation's committees.
A member may serve on more than one committee at the
same time.
Article
IX
Dues
Section
1. All regular, associate and classified members
will be required to pay dues in an amount set by the
Board of Directors.
Section
2. All membership cards shall be made out in
the name of individuals, corporations, or firm’s
affiliations as preferred by the member making application.
All elected Officers and the Board of Directors should
have a membership card issued in their name.
Article
X
Finances
Section
1. The fiscal year of the corporation shall
be from August 1st through July 31st of each year, except
that the corporation tax return shall be filed on a
calendar basis.
Section
2. All funds shall be deposited in a bank or
trust company selected by the Board of Directors. Withdrawals
of funds shall be made upon the order of such officers
or the Board of Directors.
Section
3. A Finance Committee (note Article VII, Section
4) shall from time to time, as the Board of Directors
directs, study the expenditures and financial policies
of the association. This committee shall review the
books yearly. No liability shall be charged against
the Board of Directors or Officers of the corporation.
A Treasurer may be bonded; the fee to be paid for by
the corporation.
Article
XI
Attorneys
Attorneys,
legal counselors, etc. may be retained to supervise
the legal affairs of the corporation on an annual basis
by the Board of Directors. Their compensation shall
be fixed by mutual agreement.
Article
XII
Amendments
to Bylaws
The Bylaws
of this corporation may be amended by an affirmative
vote of two-thirds (2/3) of the votes cast by those
entitled to vote at any general membership meeting.
However, if a special meeting under Article V, Section
3 is called, written notice of the proposed amendment
must be given to the membership at large and to the
members of the Board of Directors at least fifteen (15)
days before the date set for the meeting, such notices
to be mailed to the addresses as set forth on the membership
roll of Amusement and Music Operators of Texas.
Article
XIII
Dissolution
In the
event that this organization is dissolved for any reason,
the assets of the organization shall be given to Amusement
and Music Operators of America for its use. If Amusement
and Music Operators of America is not qualified as a
tax exempt organization under the Internal Revenue Code
Section 501 (C) (3), then the assets shall be given
to a tax exempt organization chosen by the Board of
Directors.
Article
XIV
Rules
of Order
Roberts
"Rules of Order" shall be the parliamentary
authority for all matters of procedure not specifically
covered by these Bylaws.
Article XV
Liability of Directors
Section
1.
No director of this corporation shall be liable to the
corporation for monetary damages for an act or omission
occurring in the director’s capacity as a director,
expect to the extent the statutes of the State of Texas
expressly provide that the director’s liability
may not be eliminated or limited. Any repeal or amendment
of this Article that increases the liability of a director
shall be prospective only, and shall not adversely affect
any limitation on the personal liability of a director
of the corporation existing at the time of such repeal
or amendment.
