Up for first reading at the September 12, 2021 Quarterly meeting.
CASTRO COLONIES HERITAGE ASSOCIATION
CONSTITUTION
Preamble
The Castro Colonies Heritage Association was chartered August 28, 1975, with Rodney Noonan as the first president. The first meeting was held at Landmark Inn in Castroville on September 21, 1975. The organization was formed by a group of people “interested in the history, architecture and culture of Medina County, Texas, with special emphasis on the Castro Colonies.” A major emphasis of CCHA is to preserve the heritage of those brave souls who followed Henri Castro to Texas to create and settle the towns of Castroville (1844), Quihi (1845), Vandenburg (1846, later moved to New Fountain) and D’Hanis (1847). The majority of these pioneers came from Alsace (France), Germany and Switzerland.
Article I: Name
The name of this organization shall be Castro Colonies Heritage Association (CCHA)
Article II: Purpose
The purpose of CCHA is to bring together those people who are interested in the culture and history of the Castro Colonies of Castroville, Quihi, Vandenburg and D'Hanis, established in Medina County, Texas during the time period of 1844 through 1847 to promote this unique heritage through the following activities:
- Perpetuation of the traditions, art, folklore, cuisine, and language of the Castro colonist.
- Encouragement of historical and genealogical study and research.
- Recognition of preservation and restoration of historic buildings and distinctive architecture.
- Development of personal contact with the peoples and "kinfolk" in areas of Europe which were the original homelands of the Castro colonist through tours and visits, sister-city programs, student exchanges and correspondence.
- Encourage young people to take part in these activities and become involved in their unique heritage.
- Use of funds accumulated through royalties, memorials, grants, gifts, book and merchandise sales, and residual monies of other sources left after general operating expenses to establish and operate an appropriate museum.
Article III: Membership
A.Membership is extended to all persons interested in the history, architecture and culture of Medina County, Texas, with special emphasis on the Castro Colonies. Membership in this association may be obtained only by paying of dues specified herein or by the awarding of Honorary Membership for services to the association relating to the mission statement.
B.Non-Discrimination Statement: Individuals shall not be excluded from membership based on age, race, gender, disability, national origin, religion, or sexual orientation.
Article IV: Board of Directors
- Day to day business of the association is vested in the Board of Directors (BOD). The affairs of the association shall be under the management of the BOD or whomever it designates.
- The BOD shall consist of the Officers, the Chair of each standing committee and a representative of the Medina County Historical Commission.
- The BOD shall have and exercise all the powers and prerogatives granted to the Directors of private corporations under the laws of the State of Texas.
Article V: Constitution Amendments
- The Constitution may be amended by a two-thirds vote of the members present at a quarterly meeting, provided the proposed Amendments shall have been read at the previous meeting.
- Amendments not having been previously read may be adopted by the unanimous vote of the members present.
BYLAWS
Article I: Organization
- Structure
- Members will be Charter, Regular, Life, Honorary, or Associate.
- Officers will be President, Vice President, Secretary and Treasurer. The Immediate Past President will serve as an ex-officio officer.
- Standing and special committees will be established by the BOD as the need arises and as purposes are defined.
- Seal design for the association is to be determined by the BOD.
Article II: Election
- Elections and Appointments
- Nominations for officers shall be made by a Nominating Committee or from the floor on day of election.
- Elections are to be held at the quarterly meeting in the fall of odd-numbered years.
- The BOD will appoint an eligible member to fill an officer vacancy until the position is filled by election at the next quarterly meeting.
- Terms of Office
- Officers shall be elected to hold office for a two-year term beginning on January 1st of even numbered years.
- Any member is eligible to be an officer. However, to be elected to hold office, the individual must have attended at least two of the general membership meetings during the previous twelve months.
- Voting
- Establish a quorum
- A majority shall be defined as more than half of the votes cast by those present and voting (i.e., excluding abstentions) for the outcome of all matters requiring a vote.
Article III: Duties of Officers
- The officers of the association will be active members of CCHA being involved in the events scheduled.
- All officers are members of the BOD and will follow guidelines for their office.
Article IV: Board of Directors Meetings and Quorum
- The BOD shall meet the month prior to the quarterly meeting, or at the call of the President.
- The BOD shall report at quarterly meetings of the membership.
- Directors present at any meeting of the BOD shall constitute a quorum to transact business, provided at least a majority of the Directors shall be present.
Article V: Membership Meetings and Quorum
A.Meetings of the association shall be held quarterly, unless otherwise designated by the BOD. Special meetings may be called by the President.
B.The quarterly meetings shall be held at such times and places as the BOD or the President may designate, and not less than ten days’ notice shall be given each member of such meetings either by means of electronic media, telephone, or by mail.
C.Ten percent of the membership being present at a quarterly or special membership meeting shall constitute a quorum to transact business.
Article VI: Dues
- Annual Dues are set each year by the BOD in preparation of the budget.
- Dues not paid by the first quarterly meeting each year will have name removed from the rooster and yearbook.
- A former member wishing to reinstate must complete a membership form and pay the current year’s dues.
Article VII: Committees
The Committee Chairs shall be appointed by the President and serve for a two-year term, coinciding with the term of the President or until a successor is appointed.
Article VIII: Fundraising
Income of this association shall be derived solely from dues as herein provided, from donations and contributions from its members and others and from projects designed to finance and further the aims of this association. This association shall receive funds as may be necessary to carry out its objectives from such dues, voluntary subscriptions, donations, gifts, conveyances, bequests, annuities or otherwise.
Article IX: Finance
- The Fiscal Year of this association for all purposes shall begin on January 1 and end on December 31 following in each year.
- This association shall be without capital profit stock.
- This association is strictly not for profit and any income it may receive shall be used for the purpose for which this association is formed.
- Title to all property owned and which may be owned by this association shall be vested in this association and may be sold, conveyed or otherwise disposed of or encumbered by said association in the manner provided by the laws of the State of Texas. In all events and under all circumstances and not withstanding merger, consolidation, reorganization, termination, dissolution or winding up this association, voluntary or involuntary or by operation of law or any provisions hereof.
- The Association is organized and will be operated exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision or provisions of any subsequent United States revenue law (the “IRC”). The assets and properties of the Association are hereby pledged for use in performing its charitable, scientific and educational purposes. Provided however, no act may be performed which would violate Section 501(c)(3) of the IRC, as it now exists or as it may hereafter be amended.
- No compensation or payment shall be made to any officer or director, of this association, or substantial contributor to it. Any member of the Association shall be entitled to compensation and reimbursement of reasonable expenses (including reasonable advances for expenses anticipated in the immediate future) for the performance of “personal services” as defined in the Treasury Regulation Section 51.4942(d)-3(c), provided that such compensation and reimbursement of reasonable expenses shall not be excessive.
- All records and annual reports of financial activity of the Association shall be kept for at least seven years after the closing of each fiscal year.
Article X: Parliamentary Authority
The latest edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority governing all matters of procedure not otherwise provided in these bylaws.
Article XI: Bylaw Amendments
- The Bylaws should be reviewed at least every five (5) years.
- The Bylaws may be amended by a two-thirds vote of the members present at a regular meeting, provided the proposed Amendments shall have been read at the previous meeting.
Article XII: Association Authority
The Association is a nonprofit and shall have all of the powers, duties, authorizations and responsibilities as provided in the Texas Business Organizations Code; provided however, the Association shall neither have nor exercise any power nor engage directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income tax as an organization described in Section 501(c)(3) of the IRC.
The Preamble, Constitution, Bylaw and Standing Rule Revisions adopted by Castro Colonies Heritage Association, a Texas corporation, at a meeting thereof at the place of ____(location)___, held on the ____ day of ________.
(President’s name)
Attest;
(Secretary’s name)
STANDING RULES
I.Organization
- Charter Members who paid dues before December 31, 1975.
- Regular Members
- Pay dues annually.
- May hold any office or chair provided dues are current.
- Have the right to attend meetings, make motions, debate, and vote.
- Shall have paid dues set by the BOD in one payment as at any time.
- Hold all the same rights as Regular Members.
- Shall be designated by the BOD by majority vote at a Director’s Meeting to someone who has rendered extraordinary service to CCHA.
- Hold full speaking rights at meetings but does not have the right to vote in elections, referenda, or meetings of the Members.
- Shall pay no dues.
- May resign this honor, in writing, to the CCHA President.
Pay dues annually.
II.Officers - Duties and Responsibilities
- The President shall preside at the meetings of the association, approve bills, recommend assessments, appoint committees with the approval of the BOD, announce the results of elections, correspond with other associations and with such other persons and organizations as shall be necessary; speak in the name of the association in correspondence for matters of policy or concern only after consultation with the BOD; and perform all other duties appertaining to the office. The President shall also preside at all meetings of the BOD.
- The Vice President shall perform such duties as may be required by the BOD or by the President. In the event of the absence of the President or inability to act as determined by a majority of the BOD present, the President’s duties shall be performed by the VP. The VP shall be responsible for organizing and initiating informative programs, to be held at the quarterly meetings of the membership and other times throughout the year.
- The Secretary shall attend all meetings of the association and the BOD and shall keep a full and accurate account of the proceedings at such meetings in a permanent file to be kept for that purpose
- The Treasurer shall have custody of the association funds and shall keep full and accurate accounts of receipts and disbursements; shall deposit all moneys and other valuable effects in the name of the association in such depositories as may be designated by the BOD; disburse the funds of the association as may be approved by the President and the Vice President, taking proper vouchers for such disbursements; render to the President and BOD at the regular meeting of the Board or when the BOD so requires, an account of all of the association transactions as Treasurer and of the financial condition of the association. The Treasurer shall prepare a budget for the next fiscal year, and this budget must be approved by the BOD at their November meeting prior to the new fiscal year.
- The Immediate Past President serves as an advisor to the president and the BOD, attends designated functions, presents slate of officers to the membership, serves as a resource and performs other assigned duties to fulfill the objectives of CCHA.
III.Meetings
- Quarterly meetings are held on Sunday at 2:00 PM during the months of March, June, September and December at locations around Medina County, or as designated by the BOD.
- Virtual Meetings may be held in person or a hybrid of e-meeting/in-person meetings, except when weather, public health-mandates or local emergency issues render it impossible. An e-meeting (virtual) system which allows for members to see and hear, as well as participate and vote, with other members shall be used.
- Email - The use of email between members is not the equivalent to convening an electronic or virtual meeting. Email shall not be used to conduct official meetings. Voting by email is allowed in matters that require timely attention to a single issue when a called meeting (virtual or in-person) is impractical or not critical to the issue under consideration.
IV.Committees
- Structure
- The Chair of each committee shall appoint members for the committee subject to the approval of the President; maintain a record of all work of the committee; inform the President of all meetings; file a report at or before the quarterly meetings of the BOD and the organization of the activities of the committee.
- Each committee may adopt rules for its own operation which are consistent with the Constitution, Bylaws and Standing Rules of the organization.
- To serve the best interest of the association, dissemination and publication of materials by any committee is subject to the approval of the BOD.
- Standing Committees
- Membership Committee will recruit potential members interested in the history, culture, architecture, art and folklore of Medina County. The committee shall provide the association with a biennial membership directory to be distributed at the June meeting.
- Historical Sites Committee will concentrate particularly on the study of historical structures, objects and locations within and around the Castro Colonies and the origins, planning, architecture and history of each; seek to develop measures of preserving and marking these sites; develop informative programs by which to familiarize the public with the uniqueness of these sites.
- Ways and Means Committee shall be responsible for the raising of funds to meet expenditures of the association. These funds shall be raised through miscellaneous sales and initiating projects to create income. Each fundraising event or project will have a chair as deemed necessary. Each event chair will report to the Ways and Means Chair.
- Intellectual Technology (IT) Committee shall be responsible for keeping the website updated; for handling publicity for the organization’s programs, projects and matters in the media, social media, information technology systems, and telecommunications sectors; monitoring the online sale of merchandise and the appropriate communications; producing and distributing a newsletter; maintaining an electronic scrapbook.
- Living History Center (LHC) Committee will follow an established plan and operate a Living History Center depicting the life of the Castro Colonist; establish and operate an artifact museum; carry on correspondence with other associations and such other persons and organizations as necessary for the LHC; speak in the name of the LHC in correspondence for matters of policy or concern after consultation of the BOD; educate the public on the heritage of the Castro Colonies.
- Alsatian Dancer Committee shall be responsible for the activities of the Alsatian Dancers and report activities to the BOD. Dancer funds will be held in CCHA accounts and tracked separately.
- Special Committees.
- Nominating Committee will have three members selected by the BOD and shall be appointed at the June quarterly meeting each year in which an election is to be held; be responsible for the preparation of a slate of nominees, consisting of one nominee for each office; the Immediate Past President presents the list to the membership.
- Audit Committee will have two members appointed by the BOD; will audit the financial records of the organization each year; report to the President by the first of November.
V. Amendment
The Standing Rules may be amended by a majority vote of the members present at a quarterly meeting.
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The above Constitution, Preamble, Bylaws and Standing Rules will replace these below if approved.
CASTRO COLONIES HERITAGE ASSOCIATION
BYLAWS
As adopted September 17, 2017.
ARTICLE I
MEMBERSHIP
Section 1. Membership in this association may be obtained only by paying of dues specified herein or by the awarding of Honorary Membership by the Board of Directors for services to the association relating to the mission statement. Membership is extended to all persons interested in the history, architecture and culture of Medina County, Texas, with special emphasis on the Castro Colonies.
Section 2. There shall be the following types of membership.
1. Members who paid dues by December 31, 1975 are Charter Members.
2. Regular Members pay dues annually.
3. Life Members whose dues shall be $200.00 in one payment.
4. Honorary Members pay no dues.
5. Associate Members – businesses, organizations, etc. that support the mission.
Dues will be set annually by the Board of Directors.
Section 3. All members including Honorary Members shall be eligible to vote at membership meetings and shall be entitled to one vote.
Section 4. Annual Dues shall be payable by January 15 of each calendar year.
ARTICLE II
SCHEDULE AND QUORUM FOR MEETINGS
Section 1. Regular quarterly meetings of the association shall be held on the second Sunday of March, June, September and December of each year, unless otherwise designated by the Board of Directors.
Section 2. Special meetings may be called by the President.
Section 3. The Board of Directors shall meet on the second Wednesday of the month prior to the quarterly meeting, or at the call of the President.
Section 4. Ten percent of the membership being present at a regular or special membership meeting shall constitute a quorum to transact business. Votes on substantive matters shall be indicated by the raising of hands.
Section 5. The Directors present at any meeting of the Board of Directors shall constitute a quorum to transact business, provided at least a majority of the Directors shall be present.
Section 6. The regular membership meetings shall be held at such times and places as the Board of Directors or the President may designate, and not less than ten days’ notice shall be given each member of such meetings either by means of electronic media, telephone, or by mail.
ARTICLE III
OFFICERS
Section 1. The officers of the association shall be a President, a Vice President, a Corresponding Secretary, a Recording Secretary and a Treasurer. Each officer shall perform duties as pertain to the office and other duties that may be required by the Board of Directors or by the President.
Section 2. The President shall preside at the meetings of the association, preserve order, regulate debates, approve bills, recommend assessments, appoint committees with the approval of the Board of Directors, announce the results of elections and perform all other duties appertaining to the office. The President shall also preside at all meetings of the Board of Directors.
Section 3. The Vice President shall perform such duties as may be required by the Board of Directors or by the President. In the event of the absence of the President or inability to act as determined by a majority of the Board of Directors present, the President’s duties shall be performed by the Vice President. The Vice President shall be responsible for organizing and initiating informative programs relating to the purposes of the organization, to be held at the quarterly meetings of the membership and other times throughout the year.
Section 4. The Corresponding Secretary shall carry on all correspondence of the association with other associations and with such other persons and organizations as shall be necessary; keep and maintain a file of such correspondence; speak in the name of the association in correspondence for matters of policy or concern only after consultation with and approval of the President and Board of Directors of the association; shall report at each meeting of the association what the correspondence has been; shall be responsible for assimilating and distributing a quarterly newsletter to the membership before each quarterly meeting of the membership.
Section 5. The Recording Secretary shall attend all meetings of the association and the Board of Directors and shall keep a full and accurate account of the proceedings at such meetings in a permanent file to be kept for that purpose.
Section 6. The Treasurer shall have custody of the association funds and shall keep full and accurate accounts of receipts and disbursements; shall deposit all moneys and other valuable effects in the name of the association in such depositories as may be designated by the Board of Directors; disburse the funds of the association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements; render to the President and Board of Directors at the regular meeting of the Board or when the Board of Directors so requires, an account of all of the association transactions as Treasurer and of the financial condition of the association. The treasurer shall prepare a budget for the next fiscal year, and this budget must be approved by the Board of Directors at their November meeting prior to the new fiscal year. Moneys designated for a Museum shall be held in a separate account and reported as a specific account and shall be expended only by a vote of the Directors.
Section 7. The officers shall be elected to hold office for a two year term. Elections are to be held at the quarterly meeting which falls in September of odd-numbered years. Any member is eligible to be an officer; however, to be elected to hold office, the individual must have attended at least two of the general membership meetings during the previous twelve months.
Section 8. Nominations for officers shall be made by a Nominating Committee. Three members shall be selected by the Board of Directors and shall be appointed at the June quarterly meeting each year in which an election is to be held. They shall be responsible for the preparation of a list of nominees, consisting of one nominee for each office and presenting the list to the membership at the time of election. Nomination from the floor will be accepted.
Section 9. Vacancies in an officer position shall be filled by election at the next quarterly meeting. For the purpose of filling the vacancy, the Board of Directors shall act to appoint an eligible member to fill the vacancy.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Day to day business of the association is vested in the Board of Directors of the association. The affairs of the association shall be under the management of the Board of Directors or whomever it designates. Directors shall serve without pay.
Section 2. The Board of Directors shall consist of the President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, the immediate Past President and the Chair of each standing committee described in ARTICLE V below, and a representative of the Medina County Historical Commission.
Section 3. The Board of Directors shall make a report at each quarterly meeting of the membership.
Section 4. The Board of Directors shall have and exercise all the powers and prerogatives granted to the Directors of private corporations under the laws of the State of Texas.
ARTICLE V
COMMITTEES
Section 1. The committees listed and described below are standing committees. The Chair shall be appointed by the President. The Committee Chairs shall serve for a two year term, coinciding with the term of the President or until a successor is appointed. The committees shall serve extended terms at the pleasure of the Presidents.
Section 2. The Chairs shall appoint the members of the committees subject to the approval of the President; maintain a record of all work of the committee; inform the President of all committee meetings; file a report at or before the quarterly meetings of the organization of the activities of the committees.
Section 3. Each committee may adopt rules for its own operation which are consistent with the Bylaws of the organization. Other standing and special committees shall be established by the Board of Directors as the need arises and as purposes are defined.
Section 4. To serve the best interest of the association, dissemination and publication of materials by any committee is subject to the approval of the Board of Directors.
Section 5. Membership Committee. The membership committee will recruit potential members and associate members interested in the history, culture, architecture, art and folklore of Medina County. The committee shall provide the association with an annual membership directory to be distributed at the March meeting.
Section 6. Historical Sites Committee. The Historical Sites Committee will concentrate particularly on the study of historical structures, objects and locations within and around the Castro Colonies and the origins, planning, architecture and history of each; seek to develop measures of preserving and marking these sites; develop informative programs by which to familiarize the public with the uniqueness of these sites.
Section 7. Ways and Means Committee. The Ways and Means Committee shall be responsible for the raising of funds in order to meet expenditures of the association. These funds shall be raised through miscellaneous sales and initiating projects to create income. Each fundraising event or project can have a chair as deemed necessary. Each event chair will report to the Ways and Means Chair.
Section 8. Public Relations Committee. The Public Relations Committee shall be responsible for the dissemination of information concerning the organization and its activities; it shall be directly responsible for handling publicity for the organization’s programs, projects and undertakings.
Section 9. Living History Center Committee. The Living History Center Committee will follow an established plan and operate a Living History Center depicting the life of the Castro Colonist. The Committee also is charged with establishing and operating an artifact museum. The committee will work with other organizations in the area to educate the public on the heritage of the Castro Colonies.
Section 10. Alsatian Dancers Committee. The Alsatian Dancers Committee shall be responsible for recruiting members of all ages, scheduling practice and performances for area events.
Section 11. Hospitality Committee. Hospitality Committee is responsibility for acquiring hostesses for each quarterly meeting to provide refreshments.
Section 12. Website Committee. Website Committee will be responsible for keeping the website updated, monitoring the sale of merchandise online, sending communications to the appropriate people.
ARTICLE VI
ASSETS AND INCOME
Section 1. This association shall be without capital profit stock.
Section 2. This association is strictly not for profit and any income it may receive shall be used for the purpose for which this association is formed.
Section 3. The income of this association shall be derived solely from dues as herein provided, from donations and contributions from its members and others and from projects designed to finance and further the aims of this association. This association shall receive funds as may be necessary to carry out its objectives from such dues, voluntary subscriptions, donations, gifts, conveyances, bequests, annuities or otherwise.
Section 4. Audit. In September the President will appoint two people to audit the financial records of the organization. This audit must be completed and filed with the President by November 1st each year.
Section 5. Title to all property owned and which may be owned by this association shall be vested in this association and may be sold, conveyed or otherwise disposed of or encumbered by said association in the manner provided by the laws of the State of Texas. In all events and under all circumstances and not withstanding merger, consolidation, reorganization, termination, dissolution or winding up this association, voluntary or involuntary or by operation of law or any provisions hereof.
Section 6. Purpose. The Association is organized and will be operated exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision or provisions of any subsequent United States revenue law (the “IRC”). The assets and properties of the Association are hereby pledged for use in performing its charitable, scientific and educational purposes. Provided however, no act may be performed which would violate Section 501(c)(3) of the IRC, as it now exists or as it may hereafter be amended.
Section 7. Powers. The Association is a nonprofit and shall have all of the powers, duties, authorizations and responsibilities as provided in the Texas Business Organizations Code; provided however, the Association shall neither have nor exercise any power nor engage directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income tax as an organization described in Section 501(c)(3) of the IRC.
Section 8. Compensation. No compensation or payment shall be made to any officer or director, of this association, or substantial contributor to it. Any member of the Association shall be entitled to compensation and reimbursement of reasonable expenses (including reasonable advances for expenses anticipated in the immediate future) for the performance of “personal services” as defined in the Treasury Regulation Section 51.4942(d)-3(c), provided that such compensation and reimbursement of reasonable expenses shall not be excessive.
Section 9. All records and annual reports of financial activity of the Association shall be kept for at least seven years after the closing of each fiscal year.
ARTICLE VII
MISCELLANEOUS
Section 1. Seal. The design of the seal of this association shall be determined by the Board of Directors.
Section 2. Fiscal Year. The Fiscal Year of this association for all purposes shall begin on January 1 and end on December 31 following in each year.
Section 3. Amendment. These Bylaws may be altered, modified, amended or added to by a majority vote of any meeting of the membership. The Bylaws should be reviewed at least every five (5) years.
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Original Bylaw-Law Certification.
These Bylaws adopted by the Board of Directors of the Castro Colonies Heritage Association, a Texas corporation, at a meeting thereof at its office at 1700 N. Naples, Castroville, Texas 78009, held on the 12th day of September, 1975 at 8:17 P.M.
Rodney D. Nooman
President
Attest;
Connye Sue Suehs
Secretary
These Bylaw amendments were adopted by the Board of Directors of the Castro Colonies Heritage Association, a Texas corporation, at a meeting thereof at the meeting place of Sammy's Resturant, Castroville, Texas, held on the 9th day of August, 2017.
Kent Keeton
President
Attest;
Dianne Keeton
Secretary
The above Constitution, Preamble, Bylaws and Standing Rules will replace these below if approved.
CASTRO COLONIES HERITAGE ASSOCIATION
BYLAWS
As adopted September 17, 2017.
ARTICLE I
MEMBERSHIP
Section 1. Membership in this association may be obtained only by paying of dues specified herein or by the awarding of Honorary Membership by the Board of Directors for services to the association relating to the mission statement. Membership is extended to all persons interested in the history, architecture and culture of Medina County, Texas, with special emphasis on the Castro Colonies.
Section 2. There shall be the following types of membership.
1. Members who paid dues by December 31, 1975 are Charter Members.
2. Regular Members pay dues annually.
3. Life Members whose dues shall be $200.00 in one payment.
4. Honorary Members pay no dues.
5. Associate Members – businesses, organizations, etc. that support the mission.
Dues will be set annually by the Board of Directors.
Section 3. All members including Honorary Members shall be eligible to vote at membership meetings and shall be entitled to one vote.
Section 4. Annual Dues shall be payable by January 15 of each calendar year.
ARTICLE II
SCHEDULE AND QUORUM FOR MEETINGS
Section 1. Regular quarterly meetings of the association shall be held on the second Sunday of March, June, September and December of each year, unless otherwise designated by the Board of Directors.
Section 2. Special meetings may be called by the President.
Section 3. The Board of Directors shall meet on the second Wednesday of the month prior to the quarterly meeting, or at the call of the President.
Section 4. Ten percent of the membership being present at a regular or special membership meeting shall constitute a quorum to transact business. Votes on substantive matters shall be indicated by the raising of hands.
Section 5. The Directors present at any meeting of the Board of Directors shall constitute a quorum to transact business, provided at least a majority of the Directors shall be present.
Section 6. The regular membership meetings shall be held at such times and places as the Board of Directors or the President may designate, and not less than ten days’ notice shall be given each member of such meetings either by means of electronic media, telephone, or by mail.
ARTICLE III
OFFICERS
Section 1. The officers of the association shall be a President, a Vice President, a Corresponding Secretary, a Recording Secretary and a Treasurer. Each officer shall perform duties as pertain to the office and other duties that may be required by the Board of Directors or by the President.
Section 2. The President shall preside at the meetings of the association, preserve order, regulate debates, approve bills, recommend assessments, appoint committees with the approval of the Board of Directors, announce the results of elections and perform all other duties appertaining to the office. The President shall also preside at all meetings of the Board of Directors.
Section 3. The Vice President shall perform such duties as may be required by the Board of Directors or by the President. In the event of the absence of the President or inability to act as determined by a majority of the Board of Directors present, the President’s duties shall be performed by the Vice President. The Vice President shall be responsible for organizing and initiating informative programs relating to the purposes of the organization, to be held at the quarterly meetings of the membership and other times throughout the year.
Section 4. The Corresponding Secretary shall carry on all correspondence of the association with other associations and with such other persons and organizations as shall be necessary; keep and maintain a file of such correspondence; speak in the name of the association in correspondence for matters of policy or concern only after consultation with and approval of the President and Board of Directors of the association; shall report at each meeting of the association what the correspondence has been; shall be responsible for assimilating and distributing a quarterly newsletter to the membership before each quarterly meeting of the membership.
Section 5. The Recording Secretary shall attend all meetings of the association and the Board of Directors and shall keep a full and accurate account of the proceedings at such meetings in a permanent file to be kept for that purpose.
Section 6. The Treasurer shall have custody of the association funds and shall keep full and accurate accounts of receipts and disbursements; shall deposit all moneys and other valuable effects in the name of the association in such depositories as may be designated by the Board of Directors; disburse the funds of the association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements; render to the President and Board of Directors at the regular meeting of the Board or when the Board of Directors so requires, an account of all of the association transactions as Treasurer and of the financial condition of the association. The treasurer shall prepare a budget for the next fiscal year, and this budget must be approved by the Board of Directors at their November meeting prior to the new fiscal year. Moneys designated for a Museum shall be held in a separate account and reported as a specific account and shall be expended only by a vote of the Directors.
Section 7. The officers shall be elected to hold office for a two year term. Elections are to be held at the quarterly meeting which falls in September of odd-numbered years. Any member is eligible to be an officer; however, to be elected to hold office, the individual must have attended at least two of the general membership meetings during the previous twelve months.
Section 8. Nominations for officers shall be made by a Nominating Committee. Three members shall be selected by the Board of Directors and shall be appointed at the June quarterly meeting each year in which an election is to be held. They shall be responsible for the preparation of a list of nominees, consisting of one nominee for each office and presenting the list to the membership at the time of election. Nomination from the floor will be accepted.
Section 9. Vacancies in an officer position shall be filled by election at the next quarterly meeting. For the purpose of filling the vacancy, the Board of Directors shall act to appoint an eligible member to fill the vacancy.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Day to day business of the association is vested in the Board of Directors of the association. The affairs of the association shall be under the management of the Board of Directors or whomever it designates. Directors shall serve without pay.
Section 2. The Board of Directors shall consist of the President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, the immediate Past President and the Chair of each standing committee described in ARTICLE V below, and a representative of the Medina County Historical Commission.
Section 3. The Board of Directors shall make a report at each quarterly meeting of the membership.
Section 4. The Board of Directors shall have and exercise all the powers and prerogatives granted to the Directors of private corporations under the laws of the State of Texas.
ARTICLE V
COMMITTEES
Section 1. The committees listed and described below are standing committees. The Chair shall be appointed by the President. The Committee Chairs shall serve for a two year term, coinciding with the term of the President or until a successor is appointed. The committees shall serve extended terms at the pleasure of the Presidents.
Section 2. The Chairs shall appoint the members of the committees subject to the approval of the President; maintain a record of all work of the committee; inform the President of all committee meetings; file a report at or before the quarterly meetings of the organization of the activities of the committees.
Section 3. Each committee may adopt rules for its own operation which are consistent with the Bylaws of the organization. Other standing and special committees shall be established by the Board of Directors as the need arises and as purposes are defined.
Section 4. To serve the best interest of the association, dissemination and publication of materials by any committee is subject to the approval of the Board of Directors.
Section 5. Membership Committee. The membership committee will recruit potential members and associate members interested in the history, culture, architecture, art and folklore of Medina County. The committee shall provide the association with an annual membership directory to be distributed at the March meeting.
Section 6. Historical Sites Committee. The Historical Sites Committee will concentrate particularly on the study of historical structures, objects and locations within and around the Castro Colonies and the origins, planning, architecture and history of each; seek to develop measures of preserving and marking these sites; develop informative programs by which to familiarize the public with the uniqueness of these sites.
Section 7. Ways and Means Committee. The Ways and Means Committee shall be responsible for the raising of funds in order to meet expenditures of the association. These funds shall be raised through miscellaneous sales and initiating projects to create income. Each fundraising event or project can have a chair as deemed necessary. Each event chair will report to the Ways and Means Chair.
Section 8. Public Relations Committee. The Public Relations Committee shall be responsible for the dissemination of information concerning the organization and its activities; it shall be directly responsible for handling publicity for the organization’s programs, projects and undertakings.
Section 9. Living History Center Committee. The Living History Center Committee will follow an established plan and operate a Living History Center depicting the life of the Castro Colonist. The Committee also is charged with establishing and operating an artifact museum. The committee will work with other organizations in the area to educate the public on the heritage of the Castro Colonies.
Section 10. Alsatian Dancers Committee. The Alsatian Dancers Committee shall be responsible for recruiting members of all ages, scheduling practice and performances for area events.
Section 11. Hospitality Committee. Hospitality Committee is responsibility for acquiring hostesses for each quarterly meeting to provide refreshments.
Section 12. Website Committee. Website Committee will be responsible for keeping the website updated, monitoring the sale of merchandise online, sending communications to the appropriate people.
ARTICLE VI
ASSETS AND INCOME
Section 1. This association shall be without capital profit stock.
Section 2. This association is strictly not for profit and any income it may receive shall be used for the purpose for which this association is formed.
Section 3. The income of this association shall be derived solely from dues as herein provided, from donations and contributions from its members and others and from projects designed to finance and further the aims of this association. This association shall receive funds as may be necessary to carry out its objectives from such dues, voluntary subscriptions, donations, gifts, conveyances, bequests, annuities or otherwise.
Section 4. Audit. In September the President will appoint two people to audit the financial records of the organization. This audit must be completed and filed with the President by November 1st each year.
Section 5. Title to all property owned and which may be owned by this association shall be vested in this association and may be sold, conveyed or otherwise disposed of or encumbered by said association in the manner provided by the laws of the State of Texas. In all events and under all circumstances and not withstanding merger, consolidation, reorganization, termination, dissolution or winding up this association, voluntary or involuntary or by operation of law or any provisions hereof.
Section 6. Purpose. The Association is organized and will be operated exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision or provisions of any subsequent United States revenue law (the “IRC”). The assets and properties of the Association are hereby pledged for use in performing its charitable, scientific and educational purposes. Provided however, no act may be performed which would violate Section 501(c)(3) of the IRC, as it now exists or as it may hereafter be amended.
Section 7. Powers. The Association is a nonprofit and shall have all of the powers, duties, authorizations and responsibilities as provided in the Texas Business Organizations Code; provided however, the Association shall neither have nor exercise any power nor engage directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income tax as an organization described in Section 501(c)(3) of the IRC.
Section 8. Compensation. No compensation or payment shall be made to any officer or director, of this association, or substantial contributor to it. Any member of the Association shall be entitled to compensation and reimbursement of reasonable expenses (including reasonable advances for expenses anticipated in the immediate future) for the performance of “personal services” as defined in the Treasury Regulation Section 51.4942(d)-3(c), provided that such compensation and reimbursement of reasonable expenses shall not be excessive.
Section 9. All records and annual reports of financial activity of the Association shall be kept for at least seven years after the closing of each fiscal year.
ARTICLE VII
MISCELLANEOUS
Section 1. Seal. The design of the seal of this association shall be determined by the Board of Directors.
Section 2. Fiscal Year. The Fiscal Year of this association for all purposes shall begin on January 1 and end on December 31 following in each year.
Section 3. Amendment. These Bylaws may be altered, modified, amended or added to by a majority vote of any meeting of the membership. The Bylaws should be reviewed at least every five (5) years.
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Original Bylaw-Law Certification.
These Bylaws adopted by the Board of Directors of the Castro Colonies Heritage Association, a Texas corporation, at a meeting thereof at its office at 1700 N. Naples, Castroville, Texas 78009, held on the 12th day of September, 1975 at 8:17 P.M.
Rodney D. Nooman
President
Attest;
Connye Sue Suehs
Secretary
These Bylaw amendments were adopted by the Board of Directors of the Castro Colonies Heritage Association, a Texas corporation, at a meeting thereof at the meeting place of Sammy's Resturant, Castroville, Texas, held on the 9th day of August, 2017.
Kent Keeton
President
Attest;
Dianne Keeton
Secretary