BYLAWS

TRIO CENTRAL TEXAS CHAPTER

Transplant Recipients International Organization, Inc. (TRIO)

ARTICLE I:  NAME

The name of this organization shall be the TRIO Central Texas Chapter of Transplant Recipients International Organization, Inc., hereinafter referred to as “the Chapter” or “the Corporation.”  It shall exist and operate as an incorporated chapter of Transplant Recipients International Organization, Inc. (“TRIO”).

ARTICLE II:  EMBLEM

The Chapter emblem shall be the registered logo emblem of TRIO, described as a tree with two intertwining trunks signifying the union in life of a donor and a recipient.  The official emblem shall be green.

ARTICLE III:  OFFICES

The principal office of the Chapter shall be in Temple, Texas, unless otherwise designated by the Chapter Board of Directors.  The Chapter may establish offices at such other locations as the Chapter Board may determine.

ARTICLE IV:  PURPOSE and OBJECTIVES

The purpose and objectives of the Chapter shall conform to those of TRIO, International, as set forth in its Bylaws and elsewhere.  Activities shall emphasize and concentrate on the Mission areas of Awareness, Support, Education and Advocacy.  The Chapter is organized solely for charitable purposes as a not-for-profit entity.  No part of the Chapter’s net earnings shall inure to the benefit of any member, director, officer or individual.

The Chapter shall not engage in fundraising activities on behalf of individual transplant candidates, recipients, their family members, or donor family members.  All fundraising activities shall adhere to guidelines as may be promulgated from time to time by TRIO.

ARTICLE V:  GOVERNANCE and MEMBERSHIP

Section 1: General Powers  

The activities, property, and affairs of the Chapter shall be governed by its Board of Directors, who, guided by its membership, may exercise all such powers of the corporation and do all such lawful acts and things as are permitted by law, by the Certificate of Formation, or by these Bylaws, unless otherwise expressly provided herein.

Section 2: Categories of Membership

Active members shall be individuals who have either received or are awaiting an organ, tissue, or mechanical transplant, their family members, living donors, donor families, healthcare professionals, or other interested individuals, upon payment of Chapter dues.

Section 3: Voting

            Active members shall have the right to vote.  Unless otherwise required by law, or these Bylaws, any matter shall be adopted by the affirmative vote of a majority of members present at a meeting.

ARTICLE VI:  DUES

The amount of Chapter dues payable to the Chapter by its members and the manner and frequency of payment shall be determined by the Chapter. The dues for each Chapter member, payable to TRIO, are set by TRIO’s Board of Directors.  The Chapter may adopt a reduced Chapter dues level for members of limited financial resources and in hardship cases.  Failure of members to pay membership dues shall result in loss of membership in the Chapter.

ARTICLE VII:  RELATIONSHIP TO TRIO

Section 1: TRIO Chapter

The Chapter is a contractual affiliate, not an agent, of TRIO.  The Chapter has been certified as a subsidiary by TRIO and shall use the TRIO registered emblem.

Section 2: Adherence to TRIO Policies

The policies and practices of the Chapter shall be in harmony with those of TRIO, and the Chapter shall adhere to all TRIO requirements as set forth in TRIO’s Articles of Incorporation and Bylaws.

Section 3: Contributions

The Chapter shall contribute annually to TRIO a percentage, as directed by TRIO, of all net fundraising dollars.  The percentage will be the same for all Chapters and shall be determined on an annual basis by TRIO.

Section 4: Fiscal Year

The fiscal year of the Chapter shall be the same as the TRIO fiscal year.

Section 5: Reports

The Chapter shall submit to TRIO such information and reports, periodic and otherwise, as TRIO shall request.

ARTICLE VIII:  CHAPTER OFFICERS and BOARD OF DIRECTORS

Section 1: Chapter Officers

• The officers of the Chapter shall normally be a President, Vice-President, Secretary, and Treasurer. Variations may be effected by the Chapter as permitted by law.  When deemed necessary or desirable, one person may hold more than one office, but such situations should be regarded as temporary.

• Officers shall be elected from the Chapter membership in good standing every other year at a called meeting in May by a majority vote of members present.

Section 2: Board of Directors

• The Board of Directors shall consist of the elected Chapter officers as ex officio members and 5-9 other directors recommended and approved by a majority vote of Chapter members present at the meeting at which the question is called.

• Every director is encouraged to be an active member of TRIO Central Texas.

• Directors who have been recommended and approved by the membership may serve indefinitely unless they are removed by a two-third (2/3) vote of Chapter members present at the meeting at which the question is called.

• The officers of the Board shall normally be a Board Chair, a Vice-Chair, and a Board Secretary.

• All Board officers shall be elected by the Board at the first regular meeting of the year by a majority of the directors present and shall serve a one-year term.

• With the exception of the Board Chair, vacancies in any Board office shall be filled by appointment by the Board Chair until the next elections are held. In the event of a vacancy in the office of Board Chair, the next ranking officer shall become Chair for the remainder of the unexpired term of office.

Section 3: Duties

The Chapter officers, directors, and Board officers shall have such duties as are usual under the circumstances and shall perform all duties ethically, dependably, and solely for the benefit of the organization.

Section 4: Compensation

Officers and directors shall not receive any compensation for their services.

ARTICLE IX:  MEETINGS

Section 1: Member Meetings

• Regular meetings of the membership shall be held at such times and places as may be fixed from time to time by consensus of the members and communicated by written notice to all members.

• Special meetings of the members of the Chapter may be called by the President or at the request of a majority of the Chapter officers with a minimum of seven (7) days’ notice for the purpose of receiving reports and transacting such other business as may properly come before the members.

Section 2: Board Meetings

• Regular meetings of the Board of Directors shall be held at such times and places as may be fixed from time to time by consensus of the Board and communicated by written notice to all directors. Except as otherwise provided by law, by the Certificate of Formation, or by these Bylaws, any and all business may be transacted by majority vote at any Board meeting.

• Special Board meetings may be called by the Board Chair or by a majority of the Board with a minimum of two days’ notice.

• Early in the fiscal year the Board of Directors shall hold an Annual Meeting, at which the Board of Directors shall provide its Annual Report to the membership and transact such business as shall be included in the notice and agenda for the meeting.

Section 3: Quorum

• Twenty-five percent (25%) of members, two of whom must be officers, shall constitute a quorum for conducting any business at Member Meetings.

• Thirty percent (30%) of the directors shall constitute a quorum for conducting the business of the Board.

ARTICLE X: NOMINATION, ELECTION, AND TERMS OF OFFICERS

Section 1: Nominations

Nominations of all Chapter officers should be made by the membership before the biennial election.  However, nominations from the membership may also be taken from the floor prior to the election.

Section 2: Elections

Chapter officers shall be elected from among the active members of the Chapter by majority vote of members present at the biennial election.

Section 3: Terms of Office

Chapter officers shall take office at the meeting at which they are elected and shall hold office for a two (2) -year term.  Officers may be re-elected indefinitely, though it is generally considered desirable for the Chapter to rotate officers.

Section 4: Vacancies

With the exception of the President, vacancies in any Chapter office shall be filled by appointment by the President until the next elections are held.  In the event of a vacancy in the office of President, the next ranking officer shall become President for the remainder of the unexpired term of office.

ARTICLE XI:  COMMITTEES

The Chapter shall create standing committees with such powers and duties as it deems appropriate and as comply with law.  Ad hoc committees may be created, as necessary, by the Chapter.

ARTICLE XII:  GENERAL PROVISIONS

Non-Discrimination

In administering its affairs, the Chapter shall not discriminate against any person on the basis of race, creed, color, sexual orientation, national or ethnic origin, sex, age, or physical disability.

ARTICLE XIII:  PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Chapter may adopt.

ARTICLE XIV:  AMENDMENTS OF BYLAWS

These Bylaws may be amended at any regular or called Board meeting by majority vote of Board members present provided that the proposed amendment(s) have been submitted to the Board and membership at least two days in advance.  All amendments to these Bylaws shall harmonize with the TRIO Bylaws.

ARTICLE XV: DISSOLUTION OF THE ORGANIZATION

Upon a dissolution of the Corporation, after all liabilities and obligations of the Corporation in the process of dissolution are paid, satisfied and discharged, the property of the Corporation shall be applied and distributed in accordance with Section 22.304 of the Texas Business Organizations Code, which states that the remaining property of the Corporation shall be distributed only for tax-exempt purposes to one or more organizations that are exempt under Section 501(c)(3) of the Internal Revenue Code, as amended, or described by Section 170(c)(1) or (2), Internal Revenue Code, as amended.

Revision and Board Approval Date: ­­­3-26-2020