BYLAWS OF
THE NEW BRAUNFELS JAYCEES
AMENDED 01.27.22

INTRODUCTION

1.1 Definition of Bylaws: These Bylaws constitute the code of rules adopted by the New Braunfels Jaycees (herein referred to as Jaycees or the organization) for the regulation and management of its affairs.

1.2 Mission: The mission of the New Braunfels Jaycees is to foster an environment for aspiring leaders to grow their network, engage in the community, develop professionally, and create a better New Braunfels through volunteerism and philanthropy.

1.3 Structure: The Jaycees is an independent and singular nonprofit corporation managed by volunteers. The Jaycees may enter into contracts and agreements with other entities but will remain as a self-governing organization. Pursuant to the Texas Business Organizations Code, Section 22.001(5), no part of the income of the Jaycees is distributable to members, directors or officers.

MEMBERSHIP

2.1 Membership: The Jaycees shall have one class of members (“General Members”) consisting of any individual who shares in the values of the organization. General Members must satisfy the following criteria:

Be between 18 and 40 years of age;
Complete an application for membership;
Pay annual dues for membership set forth by the Board of Directors (herein referred to as the Board); and,
Meet such other criteria applicable to the membership, as the Board may deem appropriate.

2.2 Voting: Each member shall be entitled to one vote on each matter submitted to a vote of the members. Voting by proxy is not permitted. Voting may be done in person, by email or through a secure web platform. A majority of voting members is required for approval.

2.3 Membership Information: It is the responsibility of the member to ensure their contact information is up to date and on record with the Jaycees. Members will be given the opportunity to complete a membership renewal form annually.

MEETINGS

3.1 Monthly Board Meetings: The Board shall meet at least monthly, at a place and time to be announced by the President; meetings may be canceled in advance but not in consecutive months and not more than three times annually.

3.2 Monthly Membership Meetings: The purpose of monthly meetings of the Membership shall be to educate and train, socialize, network, and/or to participate in civic and community affairs.

3.3 Committee Meetings: Committee meetings may be called at any time by the President or by the respective committee chair.

3.4 Special Meetings: Special meetings may be called by the majority of the board or no less than one-tenth of the members.

3.5 Notice of Meetings: Notice stating the place, date and time of any meeting of the membership shall be published on the website no less than ten (10) business days prior to the meeting and members shall be notified of the meeting by email. Notice stating the place, date, and time of regular and special meetings of the Board shall be provided to any member upon request.

3.6 Behavior at Meetings: Jaycees members are expected to follow all rules and regulations that are in place by any establishment where meetings and events are held. Jaycees members are expected to conduct themselves in a professional and respectable manner. Any Jaycees member acting in official capacity on any committee, sub-group, temporary assignment, sports team, or similar is considered a representative of the organization and is expected to behave in a manner becoming of the organization. Any Jaycees member may be asked to leave any event or meeting by any Jaycees Board Member if they are exhibiting unacceptable behavior. A member’s Jaycees membership may be revoked at any time by majority vote of the Board.

QUORUMS

4.1 Quorum of the Board: Presence in real-time in person, by phone or via a digital platform by a majority of the board constitutes a quorum.

BOARD OF DIRECTORS

5.1 Qualifications of Board Members: Each Board member shall be a Jaycees Member in good standing.

5.2 General Powers: The Board shall manage the affairs of the Jaycees.

5.3 Composition of the Board: The Board shall be composed of a maximum of nine Board Members and include the following positions: President, Immediate Past President, President-Elect, Vice President, Treasurer, Secretary, Membership Director, Director (Member at Large), and Chamber Liaison (a full-time staff member of the Greater New Braunfels Chamber of Commerce). If the Immediate Past President position is vacant, an additional Director (member at large) shall be appointed to the Board. If the organization fails to sustain a Memorandum of Understanding or Partnership with the Greater New Braunfels Chamber of Commerce, the position of Chamber Liaison shall be converted to Director (member at large).

5.4 Term of Office: The term of office for regular Board members shall begin on January 1 and continue for one year with a maximum of four consecutive terms. The President, President-Elect, Vice President and Immediate Past President may serve additional terms if required by the terms of the position. Specialized Board Officer positions may serve additional Board terms in accordance with adopted board policy. No more than five board members shall be elected in any given year.

5.5 Board Member Nominating Committee: In August, and whenever special elections are required, the President shall appoint the Nominating Committee to consist of the Immediate Past President as the Committee Chair, the President-Elect, one other Board Member, and two positions from the general membership. If the Immediate Past President is unwilling or unable to serve as Chair of the Nominating Committee then the President-Elect will serve as Chair of the Nominating Committee and the President shall appoint a replacement Board Member to serve on the committee.

5.6 Board Nominations and Appointments: Annually, and whenever special elections are required, an email shall be sent to all members requesting nominations for board members in September. Personal contact will be made with each candidate to confirm their willingness to serve if elected. In October, and whenever special elections are required, the Nominating Committee Chair shall present recommendations to fill vacant or expiring board positions to the Board. The Board will vote and elect by majority the Board Members to fill the open positions. The membership shall be notified of the election results by email in November, or whenever special elections are required.

5.7 Appointment of Board Officers: In December, and whenever special elections are required, the Board will vote and elect by majority the Board Members to fill all Board Officer positions.

5.8 Special Elections, Nominations, and Appointments: Special elections, nominations, and/or appointments of board members and officers may be called by majority vote of the Board when an off-cycle appointment of board members is necessary due to the adjustment of number of board members, the vacancies of Officers in such a manner that the regular process of nominations outlined in §5.6 is not possible, or for any other reason deemed reasonable by majority vote of the Board. The Nominating Committee process outlined in §5.5 and §5.6 shall be followed, however the standard timelines for notifications, nominations, applications, and appointments may be shortened in the interest of efficiency, provided that nominations and applications for board members are open and available for a minimum of ten (10) business days.

5.9 Removal of Board Members: Board members will be removed immediately when said member no longer meets the membership criteria set forth in §2.1. A Board member may also be removed by a majority vote of the Board, or for failure to attend three (3) consecutive or any four (4) meetings of the Board in one calendar year, or in accordance with adopted board policy. Removal of Board members must be ratified by a majority vote of the Board of Directors.

5.10 Vacancies: Vacancies on the Board outside of the election cycle shall be filled by appointment made by recommendation of the Chair of the Nominating Committee and approved by the remaining Board members. Members filling the vacancy will complete the remaining term of the vacated Board member without affecting the maximum four consecutive terms and shall serve as Directors (members at large). Should an officer position become vacant prior to the fulfillment of the officer’s term, the following procedures should apply:

If the President position is vacated, the President-Elect will assume the role of President and the President-Elect position shall remain vacant until the next election, however the Board shall appoint an additional board member to serve as Director (member at large).
If the President-Elect position is vacated, the board shall elect another President-Elect from the remaining board members, and appoint an additional board member to fill the vacated position.

5.11 Action by Consent: Any action authorized by law or these Bylaws may be taken without a meeting of the Board if consent in email is transmitted to the President by all members of the Board entitled to vote and filed with the Secretary of the Jaycees as minutes.

5.12 Power to Amend Bylaws: Upon a majority vote, the Board shall have the power to make and amend any Bylaw(s), including the altering of the number of Board members, provided that the Board shall not make or alter any Bylaw(s) fixing the qualifications, classifications, or term of office of any member or members of the then-existing Board.

DUTIES OF OFFICERS

6.1 President: A Jaycees Member must serve at least one full year on the Board to be eligible to serve as President. The President shall be the Chief Executive Officer of the Jaycees and shall preside over all meetings of the Board and of its members. The President shall have general and active management of the business of Jaycees and shall see that all orders and resolutions of the Board are carried to effect. The President shall be an ex-officio member of all standing committees. The President shall work with the Treasurer to develop the organization’s annual budget to present to the Board for approval. The President shall serve a one-year term as President followed by a one-year term as Immediate Past President.

6.2 President-Elect: The President-Elect shall perform the duties and exercise the powers of the President during the absence or disability of the President. In the event that the current President cannot complete the term as President, the President-Elect shall serve as President for the remaining term. The President-Elect shall serve a one-year term. If the President-Elect must fill the vacancy left by the President, he/she will complete the remaining term of office of the vacated President without affecting the maximum one-year term. The President-Elect shall serve as a member of the Nominating Committee and as the Chair of the Nominating Committee in the event that the current Immediate Past President is unable or unwilling to serve as the Chair. The President-Elect shall be a member of the executive leadership team. The President-Elect shall maintain an interest in leading the organization and willingly participate in the succession planning of the organization’s leadership.

6.3 Vice President: The Vice President shall perform the duties and exercise the powers of the President during the absence or disability of both the President and the President-Elect. In the event that both the current President and the current President-Elect cannot complete the term as President, the Vice President shall serve as President for the remaining term. The Vice President shall serve a one-year term with no limit on consecutive terms served. If the Vice President must fill the vacancy left by the President, he/she will complete the remaining term of office of the vacated President without affecting the maximum one-year term. The Vice President shall be a member of the executive leadership team. The Vice President shall maintain an interest in leading the organization and willingly participate in the succession planning of the organization’s leadership.

6.4 Membership Director: The Membership Director shall perform the duties and exercise the powers of the President during the absence or disability of the President, President-Elect, and Vice President. In the event that the current President, the current President-Elect, and the current Vice President cannot complete the term as President, the Membership Director shall serve as President for the remaining term. The Membership Director shall serve a one-year term with no limit on consecutive terms served. If the Membership Director must fill the vacancy left by the President, he/she will complete the remaining term of office of the vacated President without affecting the maximum one-year term. The Membership Director shall be responsible for tracking and reporting fluctuations in membership numbers. The Membership Director’s primary responsibility is the recruitment of new members and the retention of existing members.

6.5 Treasurer: The Treasurer shall be responsible for tracking and reporting all accounting transactions to the Board. The Treasurer shall provide oversight and maintenance of the organization’s budget and coordinate with the President to develop the annual budget to be presented to the Board for approval. The Treasurer shall serve a one-year term with no limit on consecutive terms served.

6.6 Secretary: The Secretary shall preserve in the records of Jaycees true minutes of the proceedings of all meetings. In the Secretary’s absence, the President may delegate the duty of minute taking. The secretary shall serve a one-year term with no limit on consecutive terms served.

6.7 Immediate Past President: The President from the previous year shall serve on the Board as the Immediate Past President and voting Board member. The Immediate Past President shall serve a one-year term. The Immediate Past President shall be a member of the executive leadership team. The Immediate Past President shall serve as a member of the Nominating Committee and as the Chair of the Nominating Committee.

6.8 Additional Officer Roles & Responsibilities: Additional officer positions may be created or amended by majority vote of the Board in accordance with Board policy at any time, so long as the Board membership is maintained at nine (9) members. In the event of temporary vacancies, any elected officer may serve in multiple officer roles, however the President shall not also hold the office of Secretary at any time, and so long as additional Directors (members at large) are appointed to keep Board membership at nine (9).

COMMITTEES AND COMMITTEE CHAIRS

7.1 General Provisions: The President, with the counsel and advice of the Board, will determine the need for standing and ad-hoc committees and nominate all Committee Chairs, personnel, and members for approval by the board. The President and Board may delegate the appointment of committee members to the Committee Chair, if so desired.

7.2 Qualifications of Committee Chairs: Any Jaycees member in good standing is eligible to serve as a Committee Chair. If an appointed Committee Chair is not a Board Member, then the President shall nominate and the Board shall vote on a Board Member to serve as Board Sponsor of the committee to support the leadership of the committee in addition to the member Committee Chair. The Committee Chair is invited to serve as ex-officio to the Board for the purposes of reporting and collaboration in regard to their committee for the duration of the chair appointment.

7.3 Appointment of Committee Chairs: The President will nominate Committee Chairs at the Annual Board Retreat and as needed throughout the year. The Board will vote and elect the Committee Chairs by majority after receiving the President’s recommendation.

POLICY

8.1 Policy Adoption: It is the responsibility of the Board to adopt policies to interpret and supplement the bylaws and establish governing rules. All policies of the Board will be formalized and recorded in a Policy Manual.

8.2 Policy Manual Distribution: Copies of the Policy Manual will be provided to the Board Members during the Annual Retreat and will be made available to the membership upon their request.

AMENDMENTS TO BYLAWS

9.1 Amendments: These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the Board present at any meeting of the Board, provided that at least two days’ notice is given to the Board of an intention to alter, amend or repeal these bylaws or to adopt new bylaws at such meeting.