NACM Houston Bylaws

BYLAWS OF NATIONAL ASSOCIATION OF CREDIT MANAGEMENT OF SOUTH TEXAS

I
OFFICES

1. Registered Office. The Corporation’s registered office shall be located at 10887 Wilcrest Drive, Houston, Texas, 77099.

2. Other Offices: The Corporation may also have offices at other locations either within or without the state of Texas, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

II
PURPOSES

This Association exists for the following purposes:

1. To promote and combine the ideas, intelligence and influence of its members for protection against imposition, injustice and fraud; to establish more firmly the basis upon which credit in every branch of commercial enterprise may be founded which may include the demand for reform of laws, Federal and State, unfavorable to honest debtors and creditors, and the enactment of laws beneficial to commerce throughout the United States.

2. To establish, maintain and conduct all other credit services, such as industry credit groups, agencies or departments which may be deemed lawful; to perform such other kindred lines of work as members of this Association may from time to time determine upon, with the ideal of bringing about mutual improvement and certainty in business customs and usages of trade; to establish closer ties of business association among its members; to do each and every deed within or without this State incidental to said business, or necessary, useful, convenient, appropriate or proper for the attainment, or exercise of any of the purposes, objects and powers hereinbefore enumerated.

This Association is not organized for the purpose of any pecuniary gain for members and it shall not issue capital stock. All earnings not consumed in operating expenses shall be kept in a fund to be disbursed from time to time upon the order of the Board to further the purposes of the Association.

The Association shall have the power to do any and all things necessary to carry out its purposes. It shall have the power to enter into any and all contracts and agreements to carry out the purposes enumerated herein, including the right to borrow money in such sums and at such time in such a manner as the Board of Directors shall deem necessary. The Association shall further have the right to buy, sell, invest, lease, rent or exchange property and buildings, as may be necessary, in the opinion of the Board of Directors of the Association for the proper conduct of this business.

Section 1. Classes of members. Membership in this Association shall consist of partnerships, corporations, associations or individuals who are wholesalers, jobbers, distributors, manufacturers, and those in the financial service field as well as other related businesses who are eligible for membership in the National Association of Credit Management and/or in conformity with our Bylaws and Charter. In all Association sponsored Industry Credit Groups, or programs and affairs sponsored by the Association, only an accredited representative or associate member in good standing may act as either the Chairman or Presiding Officer. The Association shall have six classes of members. The designation of each class and the qualifications and rights of the members of each class shall be as follows:

Regular Members. The Regular membership in this Association shall be in the name of the company, but representative shall be designated by the company upon its application for membership. The accredited representative must either be of the treasury, credit or financial department. Each Regular membership is entitled to but one representative and no member division, subsidiary or branch firm may receive separate services except on application of another Regular membership. The accredited representative may be changed at any time by the company upon notification. Regular members may participate in an industry credit group. The representative of the Regular member has equal voting rights with any other representative of a Regular member and may hold office in the Association.

Associate Members. An Associate membership is the second or third, etc. representative in addition to the Regular representative and the Regular representative may designate the names of the Associate representatives. No firm may have an Associate membership without first qualifying for a Regular membership. An Associate membership has voting rights, and any Associate representative may hold any elected or appointed office. All industry credit group participants must be either Regular or Associate representatives of Regular members unless approved by the group chairman as a guest.

Sponsor Members. A Sponsor membership shall be in the name of the company and its representative shall be designated by the company upon its application for membership. The representative may be changed at any time by the company upon notification. This membership shall be known as a Sponsor member upon payment of membership dues to the Association, with voting rights and the right to hold office. The difference between the Regular member and the Sponsor member is a firm that supports the credit profession directly by providing services or products. Collection agencies shall not qualify for membership, except under specific industry credit group grandfathering circumstances.

Academic Members. The Academic membership in this Association shall be made available to institutions of education or any group or organization engaged in the primary purpose of academic education. Academic members may not serve on the Board of Directors. Each Academic membership is entitled to all services and products of the Association except for the Credit Interchange. An Academic membership has voting rights.

Interim Members. The Interim membership shall be in the name of any individual credit professional who becomes professionally displaced. Interim members shall have access to all products and services of the Association except for the Credit Interchange, and shall be limited in duration as set forth by the Board of Directors. An Interim member may not be elected to the Board of Directors, but may continue to hold a previously elected office. An Interim membership has voting rights.

Honorary Members. An Honorary membership is a gratuitous membership awarded to an individual upon unanimous motion by the Board of Directors. An Honorary membership has no voting rights and may not hold office, nor will this Association pay per capita dues to NACM for the Honoree, nor will any credit services be provided for the Honoree.

Section 2. Applications for Membership. All applications for membership in this Association must be addressed to the Association in writing.

Applications for membership shall be placed before the Board of Directors at any subsequent meeting of said Board of Directors for approval, and the applicant subsequently notified of the Board of Directors’ action. It will be the responsibility of the Secretary of the Association to provide information relative to the applicant’s business and history so that the Board of Directors may appraise each applicant for membership.

Section 3. Rights or Interest in Property of Association. Membership in the Association carries with it no rights to or interest in the property of the Association in any sense; all of the property, both tangible and intangible and of every sort and character, belongs to the Association and the members thereof as such have no pecuniary or property interest therein of any sort or character.

Section 4. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing; and, may by a majority vote of those present at any regular constituted meeting, terminate the membership of any member who becomes ineligible for membership.

Section 5. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges accrued and unpaid.

Section 6. Transfer of Membership. Membership in this corporation is not transferable or assignable.

Section 7. Annual Meetings. The annual meeting of the members of this Association will be held at such time as the Board of Directors shall designate.

Section 8. Special Meetings. Special meetings of the members may be called by the Chairman of the Board, the Board of Directors, or by written petition to any Board member, such petition to contain the signatures of not less than ten percent (10%) of the voting members in good standing.

Section 9. Notice. Notice of the annual or special meeting of the members of this Association, stating the time and the place, shall be delivered by any legal means by the Secretary to each member then in good standing not more than twenty-one (21) days nor less than seven (7) days prior to said meeting.

Section 1. General Powers. The affairs of the Association shall be directed its Board of Directors.

Section 2. Number, Tenure and Qualifications. The Board of Directors consisting of not less than ten (10) nor more than fifteen (15) members shall be elected by the members of this Association for three-year terms with elected vacancies to be filled by election each year. No Director shall serve a term of more than seven consecutive years. The newly elected members shall assume their duties at the first regular or called meeting of the Board of Directors in the first fiscal year after their election. The immediate Past Chairman of the Board will serve only as a Chair Emeritus to the Board of Directors.

Section 3. Vacancies on the Board of Directors. Any vacancy occurring in the Board of Directors shall be filled by appointment by the Chairman of the Board upon the affirmative vote of a majority of the remaining directors. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office.

Section 4. Termination of Office. The absence of any Director from three consecutive regular meetings of the Board shall result in the automatic termination of that Director’s term of office, except in special circumstances; the Board may at its discretion probate the termination.

Section 5. Election of Directors. A Nominating Committee, consisting of the President, Chairman of the Board of Directors, the First and Second Vice Chairman, and two additional Board members shall be appointed by the Chairman at the regular meeting held during the seventh month of the fiscal year. The First Vice Chairman shall act as Chairman of the Nominating Committee. The President shall have no voting rights as a member of the Nominating Committee.

Said Nominating Committee shall solicit recommendations of candidates from each industry credit group and from members, and shall nominate a maximum of ten (10) candidates for the three year terms to be filled.

A list of candidates so nominated shall be delivered by any legal means to each member of record in good standing by the end of the tenth month of the fiscal year.

No person then serving as an elected Director shall be eligible for nomination as a candidate for a Directorship of this Association, and no member firm may have more than one Directorship at any one time.

Voting shall be by any legal form of ballot and shall be limited to one ballot to be dated and posted by mail or other legal means by not later than the tenth day of the eleventh month of the fiscal year.

The ballot, to be valid, must be signed and delivered by any legal means to the Chairman of the Teller’s Committee before the expiration of ten (10) days from the date of said ballot.

The votes shall be counted by Tellers appointed by the Chairman of the Board and those receiving the highest number of votes shall be declared elected.

In the case of a tie, the tie shall be broken by vote of the majority of the Board of Directors.

Section 6. Meeting of the Board of Directors. The Board of Directors will meet a minimum of seven (7) times per fiscal year. Meetings will be held at a location to be determined by the Chairman of the Board at such time and place as the Chairman shall, from time to time, designate and notice of said meetings shall be given by the Secretary to each Director not less than three days nor more than seven days prior to said meetings.

Section 7. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular meeting of the Board of Directors.

Section 8. Advisory Directors. The Chairman may appoint, at his sole discretion, up to five (5) Advisory Directors each year. The term of any advisory director shall coincide with the term of that Chairman.

A quorum for the transaction of business by the Board of Directors shall consist of a majority of said Board of Directors.

A quorum for the transaction of business at any annual or special meeting of the membership shall consist of twenty-five (25) voting members then in good standing.

1. Notice Procedure. Whenever, under the provisions of the Texas Nonprofit Corporation Act or of these Bylaws, notice is required to be given to any director or member, it shall not be construed to mean only personal notice, but such notice may be given in writing by any legal means at his address that appears on the Corporation’s records.

2. Waiver of Notice. Whenever any notice is required to be given to any member or director under the provisions of the Texas Nonprofit Corporation Act or by these bylaws, a waiver signed at any time by the person entitled to this notice shall be deemed equivalent to the giving of this notice. Attendance at a meeting shall constitute a waiver of notice of the meeting, except where an individual attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully convened.

3. Action Without a Meeting. Any action required by the Texas Nonprofit Corporation Act to be taken at a meeting, or any other action which may be taken at such a meeting, may be taken without a meeting if the director or member entitled to vote on the question consents in writing to the action.

Section 1. General. The Officers of the Association shall be the Chairman of the Board, President, First Vice Chairman, Second Vice Chairman, Secretary, Treasurer, and the Chair Emeritus. No one shall be eligible for the office of Chairman of the Board, or First and Second Vice Chairman, or Treasurer, who is not a director of the Association. The offices of President and Secretary may be held by one person, and if held by one person, the duties of the office of the President and Secretary are combined. The Chair Emeritus shall be the immediate Past Chairman of the Board of the Association.

Subject to ratification by the Board, the President and Secretary shall be employed by the Executive Committee of the Board of Directors, and the compensation of said President and Secretary shall be fixed by said Executive Committee. All other officers of the Association shall be elected at the last fiscal meeting of the Board of Directors. The Chairman of the Board shall call for nominations from the new Board of Directors for Treasurer, Second Vice Chairman, First Vice Chairman, and the Chairman of the Board, in that order. If more than one Director is nominated for an office, a secret ballot will be taken from all Directors. The Chairman’s vote will be counted only in the event of a tie. A majority of votes are required to elect a new officer. They shall hold office until their successors have been duly elected and qualified. Any vacancies caused by death, resignation, or removal shall be filled by the Board of Directors, for the unexpired term, at any regular or special meeting thereof.

Section 2. Executive Committee. The Executive Committee shall consist of the Chairman of the Board, the First and Second Vice Chairman, the Treasurer, the Chair Emeritus, and the President and/or Secretary, except, however, in meetings considering the salary or other compensation of the President and/or Secretary, the said President and/or Secretary shall not sit as a member of the Executive Committee.

Section 3. Chairman of the Board. It shall be the duty of the Chairman of the Board of the Association to preside at all meetings of the National Association of Credit Management of South Texas, and of the meetings of the Board of Directors of said corporation.

Section 4. First Vice Chairman. The First Vice Chairman shall preside at all meetings of the members and Board of Directors when the Chairman of the Board is absent.

Section 5. Second Vice Chairman. The Second Vice Chairman shall preside at all meetings of the members and the Board of Directors when the Chairman of the Board and First Vice Chairman are absent.

Section 6. Chair Emeritus. The Chair Emeritus shall be the immediate Past Chairman of the Board of the Association. In the event of the absence of the Chairman of the Board and First and Second Vice chairman at any meeting of either the membership or the Board of Directors, the Chair Emeritus shall preside. The Chair Emeritus shall make himself available to the Chairman of the Board for such advice and counsel on corporate affairs as the said Chairman of the Board may request. The Chair Emeritus shall have voting rights as a member of the Executive Committee, but shall not have voting rights on the Board of Directors except when acting as presiding officer.

Section 7. President. The President shall manage this corporation. He may sign such drafts, contracts, or other instruments, for the Association, along with the Chairman of the Board, or in his absence, the First Vice Chairman, or Chair Emeritus, as may be necessary to carry on the business of the Association.

Section 8. Secretary. The Secretary shall have custody of all the corporate records of the Association and the corporate seal. He shall keep records of all membership business meetings and Directors meetings, keeping same in the minute book of the Association. The Secretary may be the same person as the President.

Section 9. Treasurer. The Treasurer and President and/or Secretary shall have at all times, authority to endorse in the name of this corporation, and to collect for it any checks, drafts, vouchers or warrants which may be issued to this corporation. Money coming into the possession of the Treasurer of the Association shall be deposited in such bank or banks, as may be designated as depositories by the Board of Directors. Checks drawn by the Association shall require signatures of any two officers or employees authorized by the Board of Directors. Those authorized to sign checks shall qualify for a surety bond in such amount as the Board of Directors may from time to time require.

Section 10. Audit. During each fiscal year the Board of Directors shall authorize the employment of an auditor or auditing firm to conduct an examination and furnish a written report to the Board of Directors.

The Chairman of the Board shall, subject to the approval of the Board of Directors, appoint such committees as may be necessary, and said Committees shall automatically terminate at the termination of the Chairman’s term of office. The Chairman may appoint only individuals to committees who are listed in the membership roles as a Regular or Associate member representative of their respective member company. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by virtue of our Charter and Bylaws.

Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

The fiscal year of this Association shall be at the discretion of the Board of Directors.

The annual membership dues and fees or service charges to the membership in this Association shall be fixed by the Board of Directors at any regular or special meeting, of which such notice is duly given stating the purpose of the meeting. Dues shall be payable in advance and shall not be refundable.

Section 1. Design, Custody and Use. This Association shall have a corporate seal and said seal shall have on its face the following words:

The Secretary shall have custody of the corporate seal and shall affix the same, with his attestation, to instruments executed by the Association requiring said seal.

Section 2. Books of Record. The corporate books and account books of the Association shall be available for examination and inspection of the regular members thereof, merely upon written request. The corporate books, however, must be examined during regular office hours and may not be removed from the premises of the Association Offices without the consent of the Board of Directors.

If any officer, director, member, committee member, secretary, assistant secretary, manager, assistant manager, or any other person or employee acting under instructions of the officers and/or the Board of Directors, or General Manager of said corporation, shall do any act, perform any service, or transact any business for and on behalf of the said National Association of Credit Management of South Texas, hereinafter referred to as the “Association,” and as a result thereof, any such named person or persons shall be individually made a party to any suit, cause of action, or proceeding of any legal nature whatsoever, the Association, does agree to indemnify and hold harmless from loss or liability, the said persons above named who are acting in behalf of the Association from any judgment that may be rendered against them by any court or any governing body, and from fees, actually necessarily incurred by such person in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, and it is understood and agreed that this contract of the part of each of the said persons named who are protected hereby, of indemnifications is a part of the contract of employment on the part of the consideration of such person having agreed to do said act and perform said service for or on behalf of said corporation. However, it is understood that this contract of indemnity shall not apply to, and shall be inoperative, and shall not be for the protection of any person who shall be, at the time the alleged cause of action complained of in said suit, action or proceedings arose, acting in a manner adversely to the Association, or acting in bad faith with respect to his duties to corporation, or willfully or intentionally violating any instructions given such person by the Board of Directors of the Association, or by its authorized officers, agents, or managers.

The Corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the Corporation or who, while a director, officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Corporation may purchase and maintain the insurance even if the Corporation has no power to indemnify the individual against the same liability under this Article.

When not in conflict with these Bylaws, the proceedings of the Association and its Board of Directors shall be governed by Robert’s “Rules of Order.”

All checks or demands for money and notes of the Corporation shall be signed by the officer or officers or other person or persons that the Board of Directors designate.

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a quorum of the Directors at any given regular meeting or at any special meeting, if at least one (1) month’s written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting. Publication of the intended amendments, alterations, repeals or adoptions of new By-laws must be delivered to the membership within a minimum of ten (10) days prior to a vote by the Board of Directors.

It is the policy of the Corporation to comply with all laws applicable to its conduct, specifically with the state and federal antitrust laws which govern its operations. Compliance with this policy is required of all business activities of the Corporation and is required of those acting on behalf of or under the auspices of the Corporation, including without limitation, any member, employee or agent of The National Association of Credit Management of South Texas.