Bylaws

Approved 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

CCHA is a recognized entity by the IRS as an organization. As such, CCHA is subject to the rules, regulations, and policies of the federal government and the laws of the State of Texas.

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.

C.Amendments not having been previously read may be adopted by the unanimous vote of the members present.

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.

STANDING RULES
I.Organization

Charter Members who paid dues before December 31, 1975.
Regular Members
1. Pay dues annually.

May hold any office or chair provided dues are current.
Have the right to attend meetings, make motions, debate, and vote.

C. Life Members

Shall have paid dues set by the BOD in one payment as at any time.
Hold all the same rights as Regular Members.

D. Honorary 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.

E. Associate Members
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.

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 the Braden Keller Center in Castroville, held on the 5th day of December 2022.
Joe Fohn, President
Attest;
Dianne Keeton, Secretary

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