The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Texas and the Articles of Formation of the Global Meteorite Association, Inc. In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Texas, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Organization, it shall then be these Bylaws which shall be controlling.
ARTICLE 1 – NAME
The legal name of the Nonprofit Organization shall be known as Global Meteorite Association, Inc., and shall herein be referred to as the “Organization” or “GMA.”
The official website of the Organization is www.gmeta.org. (Global METeorite Association)
ARTICLE 2 – PURPOSE (expanded from Articles of Formation)
The Global Meteorite Association, Inc. (GMA) is a nonprofit global organization that embraces the entire meteorite community. Its members share an appreciation and enthusiasm for meteorites and the hobby of collecting meteorites. The GMA and its members also believe in expanding the general public’s awareness about and confidence in meteorites, collecting meteorites and the association itself by means of education, outreach and upholding and safeguarding the principles of the organization.
Primary purposes and mission
- Promote the enjoyment of collecting meteorites as a hobby.
- Encourage camaraderie within the meteorite community and around the world.
- Welcome membership of all individuals regardless of race/ethnicity, sex/gender, gender identity or presentation, sexual orientation, religious/political preference, disability, or other similar characteristic or protected class.
- Become an authoritative educational resource.
- Educate members and the public on various meteorite related topics.
- Actively support youth programs focused on science.
- Strive to constantly provide fact-based, timely and interesting information and content.
- Facilitate the buying, selling, and trading of properly documented, authentic meteorites and meteorite related materials.
- Increase confidence in authenticity of meteorites and business transactions by establishing a framework of standards governed by ethical behavior, mutual respect, transparency, and accountability, and guided by established standards of meteorite science.
- Establish a robust and fair complaint system that supports the organization’s policy of “trust but verify” and holds the entire organization accountable.
- Encourage the participation of “citizen scientists” in meteorite research and related sciences.
- Work together as an organization or as individual members with scientists and researchers to answer scientific questions and expand meteoritic knowledge.
- Establish a board culture dedicated to effective governance, and that operates and adapts for the sole benefit of its members and the meteorite community at large.
- The board shall hold itself to the highest standards of professionalism and integrity always acting in the best interests of the Global Meteorite Association as well as the greater meteorite community.
- All members of the Global Meteorite Association should strive to install new directors based on their merit (not popularity), dedication to serve, and commitment to the mission of the organization.
In addition, this Organization has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. However, the Organization shall not, except to a negligible degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary purposes.
The Organization shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Texas and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Organization. At no time and in no event shall the Organization participate in any activities which have not been permitted to be carried out by an Organization exempt under Section 501(c) of the Internal Revenue Code of 1986 (the “IRS Code”), such as certain political and legislative activities.
The organization shall not buy, sell or trade meteorites or meteorite related materials, unless such materials are associated with fundraising activities within the fiscal year. The proceeds related to such fundraising activities are then to be used for purposes aligned with the nonprofit status of the Organization.
The Organization may provide opinions as to whether a specimen is a meteorite or not, however the opinion is in no way an endorsement of the specimen nor is the organization legally liable for any member’s use or misuse of such opinion. The Organization shall never guarantee authenticity or provide any certification on any specimen.
ARTICLE 3 – BOARD OF DIRECTORS
General Powers and Responsibilities
The Organization shall be governed by a Board of Directors (the “Board”), which shall have all the rights, powers, privileges and limitations of liability of directors of a nonprofit corporation organized under the Non-Profit Corporation Act of Texas. The Board shall establish policies and directives governing business and programs of the Organization and shall delegate to the President and Organization staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.
Number and Qualifications
The Board shall have up to 9 members, but no fewer than three (3) Board members. Other than Treasurer, there are no restrictions on the nationality or place of residence of other board members. The Treasurer must reside in the United States of America to legally access the Organization’s bank account(s), disperse funds, and execute their fiduciary duties.
The Board should make every effort to encourage international (non-USA) members to serve on the Board. To the extent possible and based on merit and performance, international board members should comprise at least 51% (rounded to nearest integer value) of the total number of board members. International officers should comprise at least 30% (rounded to nearest integer value) of the total number of officers. During the candidate application process, the Board shall identify if the open seat was previously held by a USA resident or international resident.
The Board shall receive no financial or, except as specified below, in-kind compensation for their service as an active director. All directors shall pay full dues for either an Individual or Business membership during their first term (three (3) years) of service. All board members having served a minimum of one term will receive a 40% discount on an Individual membership or a 50% discount on a Business membership for three (3) years after their departure from the board. After this period, normal dues apply. Under no circumstance will discount period exceed three (3) years.
To maintain the highest levels of integrity of the board, active board members shall be precluded from providing any paid-for services or products associated with the operation or maintenance of the Organization that could be construed as self-dealing or presenting a conflict of interest. This prohibition shall extend for one year beyond the director’s vacancy. This limitation does not cover any member-to-member business activities.
Read the Board Elections document.
Term of Board Directors
Unless stated otherwise by the President prior to joining the Board, all appointments to the Board shall be for a term of three (3) years or until their successors are elected. No director shall serve more than two (2) consecutive terms unless the Board approves by a simple majority to allow such director to serve for one (1) additional year while working to fill a vacancy. No board member shall serve more than 7 (seven) consecutive years.
After serving their term (regardless of length) as a board member, a member may be eligible for reconsideration as a Board member after 3 years have passed since the conclusion of their previous term of service.
Types of Vacancies
A vacancy on the Board of Directors may exist at the occurrence of the following conditions:
- The death, resignation, or removal of any director.
- The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, shown to have breached a duty or rule pursuant to these Bylaws, Code of Ethics, BoD Governance, their related documents and/or aspects of the law dealing with the standards of conduct for a director.
- The failure of the directors, at any annual or other meeting of directors at which director(s) are to be elected, to elect the full authorized number of directors.
- The Board may remove any director, with cause, at any regular or special meeting. See “Removal by the Board” section below.
- By petition of the membership with voting rights to remove one or all officers deemed unfit to perform their duties or thoughtfully represent the wishes of the membership. See “Removal by the Membership” section below.
Except as provided in this paragraph, any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors as a whole. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective. If the resignation is effective at a future time, a successor may be designated by the Board to take office when the resignation becomes effective. Unless the Attorney General of Texas is first notified, no director may resign when the Organization would then be left without a duly elected director in charge of its affairs.
Any vacancy on the Board may be filled by simple majority vote of the active directors then in office, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
A Board member elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.
Removal by the Board
A director may be removed, with cause, at any duly constituted meeting of the Board, by the affirmative of a two-thirds majority of then-serving Board members provided that the director to be removed has been notified two (2) weeks in advance of such action by the board. This period is provided to enable the director to prepare their rebuttal, participate in the discussion and answer any questions. The vote to remove the board member shall take place no less than two (2) weeks after the notice was sent. This period may be extended by mutual agreement between the Board and the director in question, to ensure that the Board has been presented with the necessary information to make a fair and unbiased decision in the matter. The Board may form a sub-board that excludes the director in question to encourage open discussion without fear of reprisal or loss of privacy.
Reasons for such removal includes but are not limited to poor performance executing their duties, breaking the Code of Ethics (e.g., unprofessional behavior that may or has brought disrepute upon the GMA), disregarding rules, or engaging in unprofessional behavior inside the Board. However, no board member may be removed for personal reasons or perceived insubordination. Any board member removed for cause is no longer eligible to hold any future board position unless a period of three (3) years has expired and the Board present at that time approves their candidacy by the affirmative of two-thirds vote.
The Board shall not initiate any public statements as to the cause(s) leading to removal. However, the President is obligated to immediately communicate to the membership that the board member has stepped down, thank the board member for their service and inform the membership that activities are under way find a replacement board member. If the removed board member decides to publicly expose confidential Board business, make claims based on incorrect or preferentially altered information, or engage in slanderous accusations against individual directors and/or the Organization, then the Board shall have every option at their disposal to settle the matter.
The Board will however respect all members’ rights to free expression and may not engage in any measures based on personal reasons, for the sake of retaliation or baseless accusations of breaking rules. If the removed director keeps all public discourse based on publicly available facts, non-confidential Board sources, and general and factual personal experience, and directs criticism to the Board in general and not individual members, then their right to do so shall not be infringed. Should the removed director claim whistle-blower status, then current federal, state and local laws shall direct the actions of the Board.
Once the matter is closed, all information related to the removal of a director for cause shall be kept in a secure (online) folder accessible only the present and future sitting Officers of the Organization and considered secret information.
Removal by the Membership
The GMA Board works for the benefit of its members. Should members with voting rights believe that the Board is not performing their duties to the benefit of its members, then they may remove one or all officers from the Board by following the process below. Removal of non-officer directors is not available through this process.
Within this section, any reference to members or membership assumes these are members in good standing with voting rights. This process shall not become available until January 1, 2024.
The lead petitioner shall gather the signatures (may be digital signatures) of the lessor of either 50 members or 10% of the total membership at that time. Board members are not allowed to be counted toward the minimum requirement. The lead petitioner shall also document the grievances and proposed solutions/remedies to send along with the complete list of gathered signatures to the Board.
Upon receipt of the petition, the Board shall have fourteen (14) days to validate the signatures and respond to the petitioner. The response shall be approved by a simple majority of the Board and may include the Board’s decision to accept all, some or none of the petitioner’s solution/remedies. The petitioner shall have seven (7) days to respond and has the right to bring their petition to a vote of the membership. Should the petitioner choose to bring their petition to a vote, the Board shall comply by sending the finalized petition and explanation to a vote of the entire membership within two (2) weeks of the petitioner’s request. The voting shall remain open for two (2) weeks and the action shall pass with a simple majority of the entire membership. The results of the vote and any action to be taken shall be reported to the entire membership within seven (7) days after the close of the voting period.
ARTICLE 4 – Meetings, Voting and Minutes
The Board is dedicated to efficient operation and inclusive participation. At times, these two ideals may conflict and the Board must use its best judgment to move forward with its activities and agenda.
An official meeting shall be defined as any discussion and/or all activities of the board of directors or any committee designated by the board of directors that takes place using a Board approved system of communication dedicated to conducting Board business.
All Board members prior to taking office have formally agreed to hold meetings, take action or transact some or all Board related business using private nonconcurrent forms of electronic communication such as, but not limited to, email or forum posts. As such, any electronic signatures, email response, or other electronic “consent click” acknowledgments shall be effective as original signatures. (Note: The concurrent requirement for electronic communications systems for Texas nonprofits was removed in SB 1971 in Sept. 2019)
The Secretary shall keep a record of any vote or other action taken during an official meeting, regardless of the means of communication.
In the event any number of individual board members informally meet in person, by phone, or other means of communication, this sort of meeting is considered unofficial and may not take any action or hold any vote that obligates the Board in any way. Any discussions held outside of Board approved electronic communications that would compel the board to further discussion, action or vote must be presented to the entire board or, if circumstances warrant, to the officers of the board, in the form of an email that can be preserved by the Secretary as part of the electronic record.
A nonconcurrent meeting is any meeting held in such a manner that participants cannot simultaneously (in real time) interact with each other.
- Every director shall use the email address or forum name approved for Board activities, and by that measure shall have been considered sufficiently identified.
- All meetings shall be considered as having been lawfully called or convened.
Regular or Special Meetings
The Board’s regular or special meetings may be held at such time and place as shall be determined by the Board.
- The discussion period prior to a vote shall not be less than 48 hours. This period allows the Board to discuss the proposed action and get their questions answered. The discussion period should rarely exceed 7 days.
- The voting period shall remain open for 72 hours after the voting period is opened to provide all directors the opportunity to vote and have their vote counted towards their attendance.
Should a majority of all directors vote for or against a motion during that time, the President may, at their discretion, take appropriate action before the close of the voting period.
The Board’s annual meeting shall be held once each calendar year for the purpose of electing Board officers, committee and advisory chairs, and for the transaction of any such business as may properly come before the meeting. The annual meeting shall be held within seven (7) days of the new board being seated after announcement of election results. Failure to hold a required annual meeting at the designated time shall not result in the winding up and termination of the Association.
Action by Written Consent
Any action required by law or that may be taken at a meeting of the Board, may be conducted as an action by written consent. Such an action does not require a discussion period and only requires a drafted and circulated proposal that the Board then votes on. Such actions by written consent require signatures by a 2/3 majority of the Board.
Vote by General Consent
A board officer may avoid the formality of motions and voting in routine business matters, when a motion is unlikely to be opposed, or on questions of little importance by asking the board if anyone objects. Unless a board member objects within 48 hours, then there is no need to go to a formal vote and the vote shall be recorded as having passed by general consent.
Alternatively, should three (3) directors (based on a quorum of 5 directors regardless of total directors voting), including the director making the request, respond in the affirmative, then the vote shall be recorded as having passed by general consent.
A vote by general consent is excluded from the tracking of board member attendance.
At any meeting of the Board of Directors, the presence of 51% (rounded up to the nearest integer) of total active directors shall constitute a quorum for the transaction of business. The act of the majority (by either simple majority or a 2/3 majority based on rounding up to the nearest integer number) of the Board members present at a meeting in which there is a quorum shall be the act of the Board or Board Committees, unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum is not present during a meeting, the Board members present must adjourn the meeting immediately until a quorum shall be available and present.
Board Member Attendance
Any director whose absence is unexcused from 3 consecutive votes, or a total of 6 votes of the Board during a fiscal year shall considered in dereliction of their duties. Excused absences require the notification and consent of the President.
No director may continue to serve, even with consent from the President, if they miss 50% of votes within a three (3) month period. The President, without a vote of the Board, may deem such a board member to have resigned from the Board. The Board in under no obligation to warn a board member about their attendance or voting status. The Board is however obligated to inform the director of their suspension or removal.
Other than the notification requirements specified in these bylaws, there are no further notification requirements regarding the Board of Directors.
Notifications to the membership regarding board member elections shall be governed by the BoD Elections document.
Each Board member shall have one vote.
Members of the Board shall not be allowed to vote by proxy.
The Secretary shall be responsible for the recording of all minutes of all meetings of the Board in which business shall be transacted. However, if the Secretary is unavailable, the President shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, and shall make them available to all active director through an online read-only repository or private listserv. The Secretary shall be responsible for making sure that subject lines include an accurate description of the matter(s) being discussed and may direct all directors to change or modify subject lines as per best practices and relevance.
In the event a meeting is to be held by means other than digital written communication, the Secretary may record such meetings for the purpose of capturing minutes as long as the recording is destroyed immediately after minutes are published. No recording may be kept for more than two (2) weeks after the date the recording was initiated.
ARTICLE 4 – OFFICERS, FOUNDER & PRESIDENT(S) EMERITUS
Officers and Duties
After the director election results have been validated and announced to the membership, the Board shall elect officers of the Organization at its annual board meeting which shall include a President, a Secretary, Treasurer, Vice President and other committee and council chairs as the Board may designate by resolution. The same officer may hold any number of offices, with the exception that the roles of Secretary and President cannot be held by the same director at the same time. In addition to the duties in accordance with this Article, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by law, Articles of Incorporation, or by these bylaws, subject to control of the Board of Directors, and they shall perform any other such additional duties which the Board of Directors may assign to them at their discretion.
President (Executive Director)
It shall be the responsibility of the President, in general, to preside over all meetings of the Board of Directors and any Committees, supervise and conduct all activities and operations of the Organization, subject to the control, advice and consent of the Board of Directors. The President shall keep the Board of Directors completely informed, shall freely consult with them in relation to all activities of the Organization, and shall see that all orders and/or resolutions of the Board are carried out to the effect intended. The President shall be empowered to act, speak for, or otherwise represent the Organization between meetings of the Board. The President shall be responsible for the hiring and firing of all personnel and shall be responsible for keeping the Board informed at all times of staff performance and for implementing any personnel policies which may be adopted and implemented by the Board. The President, at all times, is authorized to contract, receive, deposit, disburse and account for all funds of the Organization, to execute in the name of the Organization all contracts and other documents authorized either generally or specifically by the Board to be executed by the Organization, and to negotiate any and all material business transactions of the Organization.
In the absence of the President, or in the event of their inability or refusal to act, it shall then be the responsibility of the Vice President to perform all the duties of the President, and in doing so shall have all authority and powers of, and shall be subject to all of the restrictions on, the President.
The Secretary, or their designee, shall be the custodian of all records and documents of the Organization, which are required to be kept at the principal office of the Organization, and shall act as secretary at all meetings of the Board of Directors, and shall keep the minutes of all such meetings on file in hard copy or electronic format. They shall attend to the giving and serving, when required, of all meeting notices of the Organization.
It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of the Organization, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.
The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds of the Organization, as may be ordered by the Board of Directors, and shall render to the Founder, President, and directors, whenever they request it, an account of all the Treasurer’s transactions as treasurer and of the financial condition of the Organization.
The Treasurer shall give the Organization a bond, if so requested and required by the Board of Directors, in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the Treasurer’s office and for restoration to the Organization of all its books, papers, vouchers, money and other property of every kind in the Treasurer’s possession or under the Treasurer’s control upon the Treasurer’s death, resignation, retirement, or removal from office. The Organization shall pay the cost of such a bond.
The Treasurer is the only member of the Board that must reside in the United States of America in order to legally access the Organization’s bank account, disperse funds and execute their fiduciary duties.
Upon completing a minimum of two (2) years as President as part of their first or second consecutive term of service as a board director, the director shall be granted the role and title of President Emeritus. The President Emeritus may choose to remain active within the Organization, or choose to retire with the honorary title.
The active President Emeritus role is a volunteer position whose primary responsibility is to increase the credibility, influence and reach of the GMA. They may also participate in fundraising, acting as a goodwill ambassador, advising the Board, and/or any other function that the board determines is appropriate.
The Board shall not include the President(s) Emeritus in any day-to-day activities unless approved by the Board as part of advising the Board on a specific matter.
A President Emeritus has no vote and is not authorized to execute, in the name of the Organization, any contracts or other documents which may be authorized, either generally or specifically, by the Board.
ARTICLE 5 – COMMITTEES
Committee’s Limited Scope
A committee, regardless of Board resolution, may never:
- Approve of any action that, pursuant to applicable Law, would also require the affirmative vote of the members of the Board.
- Fill vacancies on, or remove the members of, the Board of Directors or any committee that has the authority of the Board.
- Fix compensation of the directors serving on the Board or on any committee.
- Amend or repeal the Articles of Incorporation or bylaws or adopt new bylaws.
- Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable.
- Appoint any other committees of the Board of Directors or their members.
- Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; or a plan for the sale, lease, or exchange of all or considerably all of the property and assets of the Organization otherwise than in the usual and regular course of its business; or revoke any such plan.
- Approve any self-dealing transaction, except as provided pursuant to law.
Unless otherwise authorized by the Board of Directors, no committee shall compel the Organization in a contract or agreement or expend Organization funds.
Committees of Directors (as defined in Sec. 22.218 – MANAGEMENT COMMITTEE)
The Board of Directors may, from time to time, and by resolution adopted by a simple majority of the directors then in office, designate one or more committees to exercise all or a portion of the authority of the Board, to the extent of the powers specifically delegated in the resolution of the Board or in these Bylaws. Each such committee shall consist of at least two (2) persons (with the majority being directors), and may also include persons who are not on the Board but whom the directors believe to be reliable and competent to serve at the specific committee. However, committees exercising any authority of the Board of Directors may not have any non-director members. The Board may designate one or more alternative members of any committee who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires a simple majority vote of the directors then in office.
Read the Membership Committee document.
Read the Board Elections document.
Committee Meetings and Actions
Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of these Bylaws concerning meetings and actions of the directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the Organization records. The Board of Directors may adopt rules not consistent with the provisions of these bylaws for the governance of any committee.
If a director relies on information prepared by a Committee of Directors on which the director does not serve, the committee must be composed exclusively of any or any combination of (a) directors, (b) directors or employees of the Organization whom the director believes to be reliable and competent in the matters presented, or (c) counsel, independent accountants, or other persons as to matters which the director believes to be within that person’s professional or expert competence.
The Finance Committee, if created, shall be responsible for making sure the Company/Organization’s financial reports are accurate. It shall also oversee the budget and perform other duties like establishing reserve funds, lines of credit and investments. In the event that the Board should appoint a Finance Committee, the members of said Finance Committee must comprise less than one-half (1/2) of the membership of the Audit Committee, and the Chair of the Finance Committee shall not serve on the Audit Committee.
The Board, at its sole discretion, may also create a Fundraising Committee which shall ensure and contribute well-planned fundraising initiatives for the Company/Organization. In addition, this Committee shall identify potential sources of funds, take an active role in enhancing the Board’s awareness of fundraising opportunities, explore opportunities for enhanced public relations and fundraising, and provide an annual review of the performance of the Organization’s fundraising plan.
Advisory Councils (as defined in Sec. 22.219 – OTHER COMMITTEE)
The Board of Directors may also designate one or more advisory councils, that do not have the authority of the Board. An Advisory Council may be comprised of member volunteers and at least one Board member who has been assigned the role of chair of that advisory council to which the other members shall report to. Any recommendations made by an advisory council must be presented to the board as a motion made by the chair (board member) of the committee. Any vote taken within an advisory council shall be non-binding on the part of the board and is to be taken only as a recommendation.
ARTICLE 6 – STANDARD OF CARE
A director shall perform all the duties of a director, including, but not limited to, duties as a member of any committee of the Board on which the director may serve, in such a manner as the director deems to be in the best interest of the Organization and with such care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in a similar situation may exercise under similar circumstances.
In the performance of the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
- One or more officers or employees of the Organization whom the director deems to be reliable and competent in the matters presented;
- Counsel, independent accountants, or other persons, as to the matters which the director deems to be within such person’s professional or expert competence; or
- A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director deems to merit confidence, so long as in any such case the director acts in good faith, after reasonable inquiry when the need may be indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.
Except as herein provided in Article 6 – Standard of Care, any person who performs the duties of a director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a director, including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to which the Organization, or assets held by it, are dedicated.
The Organization shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the Texas Attorney General; provided, however, that the Organization may advance money to a director or officer of the Organization or any subsidiary for expenses that are reasonable and customary as anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance. Under no circumstance shall such an expense exceed $250 without prior authorization from the board.
Conflicts of Interest
Read the Conflicts of Interest Policy document.
ARTICLE 7 – EXECUTION OF CORPORATE INSTRUMENTS
Execution of Corporate Instruments
The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Organization.
Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Organization, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of the Organization, other corporate/organization instruments or documents, memberships in other corporations/organizations, and certificates of shares of stock owned by the Organization shall be executed, signed, and/or endorsed by the Secretary, Treasurer and President.
All checks and drafts drawn on banks or other depositories on funds to the credit of the Organization, or in special accounts of the Organization, shall be signed by such person or persons as the Board of Directors shall authorize to do so.
Loans and Contracts
No loans or advances shall be contracted on behalf of the Organization and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the Organization may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization.
ARTICLE 8 – RECORDS AND REPORTS
The Organization will strive to balance transparency with privacy. Its Disclosure and Reporting Policies may be found in the BoD Governance document. A digital version of all documents and board activity shall be maintained and published in an online forum approved by the Board and accessible to all members at any time based on their individual authorization level. The principal office is the GMA website unless noted as otherwise.
Maintenance and Inspection of Articles and Bylaws
The Organization shall publish online a copy of its Articles of Incorporation and bylaws as amended to date, which shall be open to inspection online by all logged-in members, at all times.
Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns
The Organization shall publish online a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection online and copying to the extent required by law, at all times.
Maintenance and Inspection of Other Corporate Records
The Organization shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of the Organization. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form, such as digital documents, capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of the Organization shall turn over to his or her successor and/or the President, in good order, such corporate/organization monies, books, records, minutes, lists, documents, contracts, login and password information, or other property of the Organization as have been in the custody of such officer, employee, or agent during his or her term of office.
Every active director and the Founder shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Organization and each of its subsidiary corporations/organizations. The inspection may be made by an agent or attorney, and shall include the right to copy and make extracts of documents. No document may be modified or created for insertion into the record during such inspections. A general member’s right to privacy shall not be infringed unless mandated by a court of law or an agent of the law. Except for suspected fraud, malfeasance or clear violations of the Bylaws and other GMA governing documents, no documents deemed by the Board to be private or confidential board business shall be released publicly without prior Board approval.
Preparation of Annual Financial Statements
The Organization shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be audited by an independent certified public accountant, in conformity with generally accepted accounting standards. The Organization shall make these financial statements available to the Texas Attorney General and members of the public for inspection no later than 30 days after the close of the fiscal year to which the statements relate.
The Board shall ensure an annual report is sent to all directors within 30 days after the end of the fiscal year of the Organization, which shall contain the following information:
- The assets and liabilities, including trust funds, of this corporation at the end of the fiscal year.
- The principal changes in assets and liabilities, including trust funds, during the fiscal year.
- The expenses or disbursements of the Organization for both general and restricted purposes during the fiscal year.
- The information required by Non-Profit Corporation Act concerning certain self-dealing transactions involving more than $50,000 or indemnifications involving more than $10,000 which took place during the fiscal year.
The report shall be accompanied by any pertinent report from an independent accountant or, if there is no such report, the certificate of an authorized officer of the Organization that such statements were prepared without audit from the books and records of the Organization.
ARTICLE 9 – MEMBERSHIP
See Membership document.
Article 10 – DONATIONS
Per IRS rules governing 501(c)(6) nonprofits, donations are not tax deductible. However, donations in excess of $100 will be acknowledged at the time of the Annual President’s Report and posted on the on the Organization’s public Donor page.
ARTICLE 11 – INDEMNIFICATION
In accordance with Article 7 of the organization’s Articles of Incorporation and to the fullest extent permitted by law, the Organization shall indemnify its “agents,” as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “legal proceeding,” and including any action by or in the right of the Organization, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.
The Organization shall purchase and maintain Directors & Officers Insurance on behalf of any agent of the Organization, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, or to give other indemnification to the extent permitted by law.
All members agree that the organization and its agents cannot be held responsible for the individual actions of its members. As a prerequisite to membership in the GMA, members agree to hold harmless the Organization and its agents. All active agents acknowledge that their personal legal risk can be greatly minimized by operating under proper due diligence.
ARTICLE 12 – LEGALITY of METEORITE OWNERSHIP or TRANSFER ACROSS BORDERS
The GMA is not a law enforcement organization and claims no expertise in matters of law including but not limited to laws of ownership, or laws pertaining to the transfer of specimens across state/provincial or international borders. As such, the GMA cannot and will not make any determination as to the legality of export or import of a specimen.
Members shall carry all legal risk and have sole responsibility for adhering to the legal practices and laws of their country of residence. Furthermore, members shall make every effort to ensure that purchased material has been ethically and legally sourced from the country of origin.
Should complaints be filed against a member related to such types of legal matters, the GMA will respond by recusing itself from providing any action or guidance until the matter has been decided between the parties by either mutual agreement, 3rd party mediation or a court of law. The GMA throughout these processes will remain neutral and uninvolved. In the case of criminal activity and as instructed by a US court of law, the board will cooperate with law enforcement organizations and provide all requested information. Regardless of the GMA’s involvement, the organization and its agents shall be held harmless in perpetuity in such matters.
ARTICLE 13 – ELECTRONIC COMMUNICATION
Every member has the responsibility and must be given the opportunity to participate in votes presented by the board to the membership including but not limited to announcements regarding annual board member elections or approving changes to select documents related to the operation of the GMA. As such, each member agrees to a mandatory subscription to the official business listserv of the GMA. Though a member cannot be prevented from marking emails from this listserv as spam, no member may opt-out or unsubscribe from receiving emails related to official board business. A second optional listserv is available for members to discuss non-board related topics related to meteorites from which a member may unsubscribe.
ARTICLE 14 – FISCAL YEAR
The fiscal year for this Organization shall end on September 30.
ARTICLE 15 – CORPORATE/ORGANIZATION SEAL
The Board of Directors may not adopt or use a corporate/organization seal to authenticate documents related to board business or operation of the organization.
ARTICLE 16 – CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Texas Business Organization Code for Nonprofit Corporations as amended from time to time shall govern the construction of these bylaws and associated documents.
If any competent court of law shall deem any portion of these bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.
ARTICLE 17 – DISCLAIMER
Each member must accept personal responsibility for their actions and hold harmless the organization and its agents for the actions, whether directly or indirectly, of any member including themselves. Member also agrees to hold harmless the organization and its agents, from any and all liability, claims, suits, actions, proceedings, losses, expenses or any costs (including attorneys’ fees and costs) arising out of, incurred in relation to or related in any way or manner to the organization, including but not limited to its website or personal member information, or its member’s providing (or lack thereof) of services or products/goods.
Should the organization be adjudged by a court or other body of competent jurisdiction as liable to a member, then damages shall not exceed the amount of membership dues for that year.
ARTICLE 18 – AMENDMENTS AND REVISIONS
Bylaws may be adopted, amended, or repealed at any time by a two-thirds majority of all directors then in office, and only in the period between the seating of new officers and the second to last Sunday in September (per the BoD Elections document). Such action is authorized only at a duly called and held meeting of the Board of Directors setting forth the proposed bylaw revisions with explanations and consequences the changes may have. All directors must attest that they understand the changes and the impact of those changes prior to their vote.
Any changes to these bylaws must be noted, explained and made available to the general membership within seven (7) days of the passing vote.
Members with voting rights may also adopt, amend or repeal the bylaws by following the same process and fulfilling the same requirements defined in ARTICLE 3 – Removal by the Membership within the period from January 1 to July 1.
This document was last modified on Jan. 7, 2021.
CERTIFICATE OF SECRETARY
I, Robert M. Keeton, certify that I am the current appointed and acting Secretary of the benefit Organization, and the above bylaws are the bylaws of this Organization as adopted by the Board of Directors.
EXECUTED on this 7th day of January 2021.
(Duly Appointed Secretary)