BYLAWS

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Article I. Name.

The name of this Club shall be the Tuesday Club.

Article II. Purposes.

Section 1.

The purposes of this Club are to engage a congenial group of men and women in the discussion of ideas and problems of general interest, and to promote an informed relationship between the Austin community and university and college communities.

Section 2.

The Club is not organized for business purposes nor pecuniary profit. No part of the dues or assessments shall inure to the benefit of any member or officer of the Club, but shall be exclusively for the benefit of the Club for the accomplishment of its purposes.

Article III. Officers and Duties.

Section 1.

The officers of the Club shall consist of the President, President Elect, and the Executive Director, which is a combined office of Secretary and Treasurer and shall be a reimbursed position. The governing body will be called the Board of Directors (“the Board”), which shall consist of any and all former Presidents of the Club, the current President and the President Elect. The President and President elect shall be elected for one (1) year terms, after which the President Elect succeeds the President and a new President Elect is elected by the Board. Officers whose terms have expired will continue in office until a successor properly qualifies under these bylaws.

Section 2. Responsibilities.

The President shall have general supervision, management and control for the business affairs and activities of the Club. The President shall be the chief executive officer of the Club and shall exercise the executive and appointive powers as these bylaws and usual parliamentary usage and custom dictate. The President has a duty of oversight of the broadly representative character of appointments to committees and nominations to offices of membership.

The authority of the President shall include the following powers:

(a) to fix annual dues.

(b) to levy special assessments to cover unusual expenditures or finance any special project or program in furtherance of the purposes of the association. But such a levy is subject to a vote of the members of the association as provided in Section 2 of Article V.

(d) to appoint the President Elect whenever a vacancy occurs in that office for any reason. A President Elect appointed to fill a vacancy shall serve until the end of the unexpired term of office.

(e) in the interval between meetings of the Club, to do all acts and perform all functions which the Club itself might do or perform except that the President shall not have the power to amend the bylaws.

(f) to preside at all official meetings of the Club. In the absence of the President, the President Elect may preside or either officer may designate a member to preside.

(g) to serve as an ex officio member of all committees.

(h) to appoint the chairman and members of all committees.

The President Elect shall substitute for the President in the absence of the President and shall succeed to the office of the President upon the resignation, inability or refusal to act, or death of the President.

The Executive Director shall maintain a roster of the names and addresses of the members of the Club. The Executive Director shall be responsible for notifying the members of various general and special meetings and also collect and receive the fees, dues, assessments, and any contributions and gifts and make disbursements of the funds. Proper books of account shall be maintained.

Article IV. Membership.

Section 1. General.

The Club shall be the sole judge of qualifications of prospective members and the continuing qualifications of its individual members.

Eligibility for membership shall be without regard to race, religion, or sex.

There shall be three classes of members: regular, non-resident, and honorary. Members who move away from Austin may become non-resident members. Non-resident members are not required to pay dues. They may attend meetings whenever in Austin by paying the regular dinner meeting fee. They shall return to the status of regular member in the event they move back to Austin. Honorary members shall be those individuals selected by the Club because of their office or standing in the community at large. Members taking a leave of absence for one year are not required to pay annual dues and will not be counted as full members for the purpose of determining how many additional individuals may be added to the membership roster that year. The following year, these members will be automatically readmitted to the Club, even if this temporarily increases membership beyond the allotted limit according to these Bylaws. This overage will be accommodated through membership attrition as it occurs.

Section 2. Membership Procedure.

The membership limit and whether to elect new members will be decided by the Board on an annual basis. In order to be considered for membership, persons must be sponsored by a member in good standing. The sponsor shall write to the Executive Director stating the name, residence, and qualifications of the persons proposed for membership by a date decided upon by the Board.

The Executive Director shall promptly refer all proposals to the Board, which shall consist of no less than five former Presidents of the Club. Upon a three-fifths (3/5) vote of the Board, the names of the proposed members shall be submitted to the membership during the September meeting. The membership shall vote on the nominees by voice vote. A majority vote shall be sufficient to elect the proposed member.

If accepted for membership, the Executive Director shall extend promptly to the nominees a written invitation to membership in the organization and a copy of the bylaws.

Section 3. Acceptance and Vesting of Memberships.

Upon the nominees’ acceptance of an invitation to membership and the payment of the annual dues for one year, the nominees shall be vested with all the rights and privileges of membership. The acceptance of membership by nominees shall be deemed an assent by them to the purposes and bylaws of the Club.

Article V. Transfer, Suspension and Termination

Section 1.

Membership is non-transferable and terminates upon the death of a member. It is contemplated that each spouse of a married couple will be a member in his or her own right, although there is not such membership requirement. Membership is individual and personal and is unaffected by future changes in a marital status.

Section 2. Non-Payment of Dues.

Membership may be suspended by the Executive Director if a member is ninety (90) days in arrears in the payment of dues, assessments, charges, or any other money due to the Club. In the event of suspension, the Executive Director may reinstate a member upon the payment of such arrearages. Membership shall be terminated automatically for failure to pay such dues of arrearages within one hundred eighty (180) days of their due date.

Section 3. Removal for Cause.

A member may be removed from membership for cause by a vote of the Board. Removal for cause shall occur only after a member has been advised of the complaint and has been given a reasonable opportunity to appear before the committee to answer the complaint. If a member is removed, the member may appeal the decision at the next annual meeting of the membership, provided written notice of the intent to appear is furnished to the President or President Elect at least ten (10) days before the date of the annual meeting at which the appeal will be presented.

Section 4. Resignation.

Subject to the payment of all outstanding obligations owing to the Club, a member may voluntarily terminate membership by submitting a written resignation to the Executive Director.

Article VI. Dues, Fees and Assessments

Section 1. Dues.

The annual dues shall be in the amount fixed by the Board and shall become due and payable on or before the first (1st) day of October.

Section 2. Assessments.

The President shall have the authority to levy such assessments from time to time as shall be necessary to meet unusual expenditures or to finance a special project or program in furtherance of the purposes of this Club. Any such proposed assessment may be nullified by a majority vote of the members of the Club present and voting at a meeting called for the purpose and held within thirty (30) days after notice of such proposed assessment shall have been given by President to the members.

Section 3. Fiscal Year.

The fiscal year of the Club shall be from May 1 to April 30.

Article VII. Meetings of Members; Election of Officers

Section 1. Annual Meeting.

The annual meeting shall be held at a date and time decided upon by the Board, during which a President Elect will be elected for the coming year. The Board will also discuss budget, operations, and, if applicable, nominations for membership.

Section 2. Dinner Meetings.

The President with the assistance of Executive Director shall assume the responsibility for all arrangements for the meetings. They shall be responsible for obtaining the speakers for the meeting, including a replacement when a scheduled speaker becomes unable to speak. The meetings contemplate that after the speaker has spoken, as time permits, members of the Club will be offered the opportunity to comment upon and ask questions of the speaker, and the speaker will be given a brief period at the end of the program to respond to those comments or questions as the speaker wishes. The regular dinner meetings will normally be held the third (3rd) Tuesday of each month except during the months of May, June, July, August, and December. The December meeting may be held at the discretion of the President. The meetings will be held at a place determined by the President, and the Board shall set the fee for attendance at each meeting.

Section 3. Special Meetings.

Special meetings may be called by the President if a determination is made that they are necessary or advisable. Whenever there is delivered to the President a written request for a special meeting signed by twenty (20) members of the Club, it shall be the duty of the President, or in the case of his or her absence, disability, or refusal to act, the duty of the President Elect, to call the special meeting. Written notice of such a special meeting shall be given at least fourteen (14) days in advance and the notice shall state the object of the special meeting. The business transacted at such a special meeting will be limited to that covered by the notification.

Section 4. Quorum.

Twenty (20) members shall constitute a quorum at any regular or special meeting of the Club. Governance of the Club shall be a majority vote of the members present and voting, except for the amendment of the bylaws as separately subject to the provisions of Article X of the bylaws.

Article IX. Budget and Financial Control.

Section 1. Funds.

All funds for the benefit of the Club shall be deposited in such banks, certificates of deposit, savings accounts, or other evidences of indebtedness as the President, President Elect or the Executive Director from time to time may determine to be proper or appropriate.

Section 2. Payments.

All debts and expenses of the Club as well as disbursements shall be paid by check or voucher drawn upon the appropriate bank account of the Club.

Article X. Amendments.

These bylaws may be amended at any regular, special, or annual meeting of the Club at which there is a quorum present. A two-thirds (2/3) vote of the members present and voting shall be necessary to amend the bylaws. Any proposed amendments must have been submitted in writing to the Board. Thereafter, the Board shall consider the proposal and make a recommendation concerning it at the meeting of the Club at which the proposed change is to be voted upon by the membership.

Date last amended: May 8, 2018