Protecting Our Industry!


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Constitution and Bylaws Of
Amusement & Music Operators of Texas

 

Article I

Name

This organization shall be known as Amusement and Music Operators of Texas.

Article II

Objectives

To foster the interest of those persons, firms or corporations engaged in the business of operating coin-operated phonographs and amusement games; to establish rules and regulations consistent with the laws of the State of Texas and the United States; to establish a center for the diffusion of knowledge and exchange of information for the purpose of aiding and benefiting the people engaged in the industry; to promote and encourage higher efficiency in the industry and generally to do those things which a corporation under the law may do in all matters tending to uplift and improve said industry in all its business, social and moral aspects.

Article III

Membership

Section 1. Membership shall consist of three classes; Regular, Associate and Classified.

Section 2. Regular Members shall be those persons, firms, corporations, or distributors who are also operators who engage in the business of owning and operating coin-operated phonograph music machines, or other devices that produce music, or vending or amusement machines allied or related to the coin-operated phonograph music business or the firm's representatives, not to exceed three persons; those persons who continue their membership after their firm or corporation, which has been a regular member, shall retire from the coin machine business, and who have been duly approved for such membership by the Board of Directors.

Section 3. Associate members shall be those persons, firms or corporations who are engaged in the business of manufacturing or distributing any of the aforesaid machines, devices, their accessories or appurtenances, including but not limited to records, needles, parts and other auxiliary equipment; those persons who continue their membership after their firm or corporation, which has been an associate member, shall retire from the coin machine business, and who have been duly approved for such membership by the Board of Directors.

Section 4. Classified members are those persons who are employed by regular and associate members and persons who act as legal counselors, insurance counselors, business managers or coordinators of local, state or national associations, public relations counselors, tax counselors, and others who serve in such capacities.

Section 5. Memberships in this corporation are not assignable or transferable.

Section 6. Resignation from membership may be accomplished by written request addressed to the President or Secretary, but such resignation shall not discharge such member from liability for any dues or other charges owing at the time that the resignation takes effect.

Section 7. Those members who come under Section 2 or their representatives are eligible to vote and hold office in this corporation.

Article IV

Discipline

Section 1. No member shall be deemed to be in good standing if he or she is delinquent in paying dues.

Section 2. After a hearing by the Board of Directors, any member may be expelled or suspended by said Board for conduct unbecoming a member of the corporation. After any member receives a notification of his suspension or expulsion in writing from the Board of Directors, he shall have the right to file a notice of appeal in writing with the Secretary of the corporation. His appeal shall be heard and judged by the membership at large at the next general meeting of the corporation.

Article V

Membership Meetings

Section 1. General membership meetings shall be held during the annual convention, but no later than the third full week of July, at a time and place to be designated by the Board of Directors or President. Notice of said meeting shall be sent by the Secretary at least 45 days prior to the date fixed for the said meeting.

Section 2. A quorum at all general membership meetings shall consist of five (5) percent of the regular members in good standing.

Section 3. Special membership meetings shall be called by the Secretary at the order of the President, the Board of Directors or upon the written request of ten (10) percent of the regular members in good standing. Written notice of all special meetings, excluding emergency meetings which will not require notice, must be given by letter mailed to all the regular members in good standing at their addresses as the same may appear on the records of the corporation, at least fifteen (15) days prior to said meeting. The notice must state the purpose of said meeting and only the particular business for which the special meeting was called shall be transacted at said meeting. An emergency meeting must be one that would not allow a time delay in a response necessary to avert harm to the corporation.

Section 4. Regular members who are in good standing shall have one vote in the affairs of the corporation. No more than one person from the same firm may vote at general membership meetings unless another person from that firm is an officer or director.

Section 5. The business at general membership meetings shall be as follows:

 

INVOCATION

  • Roll Call
  • Minutes of preceding meeting
  • Reports of officers
  • Reports of committees
  • Election of officers and directors
  • Unfinished business
  • New business
  • Membership applications
  • Good and welfare
  • Adjournment

Article VI

Board of Directors

Section 1. The activities of the Amusement and Music Operators of Texas shall be conducted by a Board of Directors consisting of President, First Vice-President, Secretary, Treasurer, six (6) Directors, and the Immediate Past President. No person shall be eligible to hold office unless he is a regular member (as defined in Article III, Section 2) of the Amusement and Music Operators of Texas in good standing. Membership on the Board shall be terminated if a member is four months delinquent in dues or if a member misses three consecutive meetings of the Board.

Section 2. The President shall serve as Chairman of the Board of Directors, and he or she shall preside at all meetings of the Board of Directors. The Secretary of the corporation shall serve as Secretary of the Board of Directors.

Section 3. A simple majority of the Board of Directors shall constitute a quorum. Unless otherwise required, a simple majority of the votes cast by members present at any meeting shall be sufficient to adopt any resolution or motion or to take any action.

Section 4. The Past Presidents council shall be comprised of the three immediate past Presidents.

Article VII

Election of Officers and Directors

Section 1.a. The President shall be nominated by the Nominating Committee for a term of one year and can be re-elected to serve a second term in succession. A Vice-President who fills a vacancy in the office of President pursuant to Section 1b of this article may be re-elected to succeed himself as President, but for one term only.b. The Vice-President shall be nominated by the Nominating Committee for a term of one year and may be re-elected to serve a second term in succession. During the absence or incapacity of the President, the Vice-President shall become President for the unexpired term, provided that a Vice-President succeeding to the office of President under such conditions and for less than one year may also be elected to a full one-year term. The Vice-President shall also serve as convention Chairman during his term.c. The Secretary & Treasurer shall be nominated by the Nominating Committee for terms of one year each and may be re-elected for succeeding years. The same person may hold the office of Secretary and Treasurer simultaneously.d. There shall be eight Zone Vice-Presidents, one (1) Zone Vice-President for each zone. Zone Vice-Presidents shall be nominated by the Nominating Committee each year for a term of two (2) years. Zone Vice-Presidents may be re-elected. A Zone Vice-President who is elected by the Board of Directors to fill a vacancy in that office pursuant to Section 11 of this article may be reelected to succeed himself. Even-numbered Zone Vice-Presidents to be elected in even-numbered years. Odd-numbered Zone Vice-Presidents are to be elected in odd-numbered years.e. There shall be six Directors; three Directors to be elected by the membership each year for a term of two years. Directors may be re-elected to serve two terms in succession. A Director who is elected by the membership of the Board of Directors to fill a vacancy in that office pursuant to Section 11 of this article may be re-elected to succeed himself. All Officers and Directors shall serve for the terms for which they are elected or until their successors are duly elected and qualified.

Section 2. The Officers and Directors shall perform the duties usually pertaining to their offices and such other duties as the Board of Directors shall from time to time prescribe.

Section 3. The Board of Directors shall at the mid-year meeting in the third week of January, appoint a Nominating Committee, which shall propose nominees for Directors and Officers. The Nominating Committee shall consist of the current President, the immediate Past President, one Director from each of the two terms, two members at large and two alternates, one of whom shall be from the Board of Directors and one from the membership at-large. The Chairman of the Nominating Committee shall be the Past President member of that Committee.

Section 4. A Finance Committee shall consist of the President, Vice-President, Secretary, Treasurer, and Past President. The Chairman of the Finance Committee shall be the Past President.

Section 5. The Nominating Committee shall provide a ballot for their candidates as Officers and Directors. Each ballot shall have a write-in section, which will allow any member to enter his candidate for office. Each ballot will be enclosed with the Notice of General Membership Meeting (note Article V, Section 1). The ballots must be returned by mail or fax prior to the General Membership Meeting or hand delivered at the time of the meeting.

Section 6. A plurality of vote’s cast shall be sufficient to elect any officer or member of the Board of Directors.

Section 7. A Regular Member (as defined in Article III, Section 2), in good standing shall be entitled to cast one (1) vote for each elective office and each membership on the Board of Directors.

Section 8. All ballots returned will be counted for each Officer and Director at the General Membership Meeting and announced at the convention banquet.

Section 9. No more than ten (10) persons from any one Zone in the State of Texas shall be eligible to hold office, or be a member of the Board of Directors or Chair a committee at the same time.

Section 10. No more than three (3) persons from any one firm shall be eligible to hold office or to be a member of the Board of Directors at the same time.

Section 11. Except for the Office President, the Board of Directors may fill any vacancies of officers or members of the Board caused by resignation, retirement, or death at the next regular meeting of the Board of Directors.

Section 12. An administrator may be retained to supervise the day to day affairs of the corporation by the Board of Directors. The compensation of the administrator shall be fixed by mutual agreement.

Article VIII

Committees

All committees shall be appointed by the President and approved by the Board of Directors. Only those members in good standing may be appointed to any of the corporation's committees. A member may serve on more than one committee at the same time.

 

Article IX

Dues

Section 1. All regular, associate and classified members will be required to pay dues in an amount set by the Board of Directors.

Section 2. All membership cards shall be made out in the name of individuals, corporations, or firm’s affiliations as preferred by the member making application. All elected Officers and the Board of Directors should have a membership card issued in their name.

Article X

Finances

Section 1. The fiscal year of the corporation shall be from August 1st through July 31st of each year, except that the corporation tax return shall be filed on a calendar basis.

Section 2. All funds shall be deposited in a bank or trust company selected by the Board of Directors. Withdrawals of funds shall be made upon the order of such officers or the Board of Directors.

Section 3. A Finance Committee (note Article VII, Section 4) shall from time to time, as the Board of Directors directs, study the expenditures and financial policies of the association. This committee shall review the books yearly. No liability shall be charged against the Board of Directors or Officers of the corporation. A Treasurer may be bonded; the fee to be paid for by the corporation.

Article XI

Attorneys

Attorneys, legal counselors, etc. may be retained to supervise the legal affairs of the corporation on an annual basis by the Board of Directors. Their compensation shall be fixed by mutual agreement.

Article XII

Amendments to Bylaws

The Bylaws of this corporation may be amended by an affirmative vote of two-thirds (2/3) of the votes cast by those entitled to vote at any general membership meeting. However, if a special meeting under Article V, Section 3 is called, written notice of the proposed amendment must be given to the membership at large and to the members of the Board of Directors at least fifteen (15) days before the date set for the meeting, such notices to be mailed to the addresses as set forth on the membership roll of Amusement and Music Operators of Texas.

Article XIII

Dissolution

In the event that this organization is dissolved for any reason, the assets of the organization shall be given to Amusement and Music Operators of America for its use. If Amusement and Music Operators of America is not qualified as a tax exempt organization under the Internal Revenue Code Section 501 (C) (3), then the assets shall be given to a tax exempt organization chosen by the Board of Directors.

Article XIV

Rules of Order

Roberts "Rules of Order" shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws.

Article XV
Liability of Directors

Section 1. No director of this corporation shall be liable to the corporation for monetary damages for an act or omission occurring in the director’s capacity as a director, expect to the extent the statutes of the State of Texas expressly provide that the director’s liability may not be eliminated or limited. Any repeal or amendment of this Article that increases the liability of a director shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or amendment.

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