GAO Bylaws

BYLAWS OF GEORGETOWN ANIMAL OUTREACH

(rev. 2011-08-02)

PREAMBLE

These bylaws are subject to, and governed by, the Texas Non-Profit Corporation Act (the “Act”) and the Articles of Incorporation of the corporation. In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the Act or the provisions of the Articles of Incorporation of the corporation, such provisions of the Act or the Articles of Incorporation of the corporation, as the case may be, will be controlling.

ARTICLE I- Name, Principal Office

Section 1: The name of the organization shall be Georgetown Animal Outreach.

Section 2: The principal office of the corporation is located in Williamson County, State of Texas.

ARTICLE II-Non-Profit Purposes

Section 1: Internal Revenue Code (IRC) Section 501(c)(3) Purposes

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the IRC, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the IRC.

Section 2: Specific Objectives and Purposes

Georgetown Animal Outreach is organized exclusively for charitable purposes, and specifically to support and enhance the services provided by area animal shelters and other organizations and causes that promote animal welfare. We will:

raise awareness of community animal services through public education;
increase volunteer participation and fundraising activities;
be advocates of animal welfare in the community;
participate in shelter activities that result in the placement of companion animals in
loving, responsible homes;
campaign for free/low cost spay/neuter clinics, and
work towards the day when no healthy animal is killed.

We are an organization of volunteers from all walks of life, united by one common goal; i.e., the welfare of animals.

Section 3: Means by which we plan to achieve goals

Showcase animals to the public in a variety of venues to promote their adoption.

Educate the public about animal issues, including but not limited to:

Pet overpopulation
Spaying/neutering animals
Animal abuse
City animal ordinances
Animal vaccinations

Provide volunteers at rabies clinics sponsored by local veterinarians. (Texas is a rabies quarantine state.)

Promote and refer people to other organizations that support animal rescue/adoptions/spay-neuter clinics.

Assist area animal shelters and other related organizations in the transport of animals to permanent adoption sites.

Sponsor, attend and participate in community-based animal adoption days as needed.

Give presentations about Georgetown Animal Outreach to solicit volunteers at local service clubs.

Design, publish, and disseminate brochures and/or newsletters to educate the general public on animal welfare related issues.

Search for and solicit grants and donations for animal welfare.

Provide foster homes for special needs animals of area animal shelters.

Section 4: Non-Discrimination

Georgetown Animal Outreach welcomes everyone and does not discriminate in anyway on the basis of gender, race, color, disabilities, national or ethnic origin in the administration of its policies, procedures and bylaws.

ARTICLE III- Membership

Section 1: The Corporation shall have two classes of members.

Voting Members – Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this corporation or provisions of the law, all memberships in this class shall have the same rights, privileges, restrictions and conditions. Each member in this class may cast a vote in all elections and matters brought before the members for approval. Voting members shall be eligible to hold an elected or appointed office in the corporation. Members in this class must be a minimum of 18 years of age.
Non-voting Members – Members of this class shall consist of individuals, companies or groups who meet the Qualifications for Members, but otherwise by their choice will be admitted as a non-voting member. Members of this class may not hold an elected or appointed office in the corporation. There is no age restriction for membership in this class, except that those under the age of 18 years must have parental or guardian consent to join, and must be in the company of an adult when participating in corporation activities.

Section 2. Qualifications for Members

To become a member of the corporation, an individual must meet one or more of the following criteria.

Be a volunteer with Georgetown Animal Outreach, or
Be interested in animal welfare

Section 3. Fees and Dues

There shall be no application fee for membership in the corporation.
Only voting members shall pay dues. The annual dues payable to the corporation shall be $10.00 per individual, or $15.00 per household. Dues cover the period January 1 through December 31. Renewal dues for the following year are due by March 1 to remain a voting member in good standing. New members shall pay a pro rata portion for the initial year of membership.

Section 4. Number of Members

There is no limit on the number of members the corporation may admit.

Section 5. Membership Book

The corporate secretary (or designee) shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership.

Section 6. Non-liability of Members

A member of this corporation is not, as such, personally liable for the debts, liabilities or obligations of the corporation.

Section 7. Non-transferability of Membership

No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.

Section 8. Termination of Membership

The membership of a member shall terminate upon the occurrence of any of the following events.

Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within thirty (30) days following the member’s receipt of the written notification of delinquency.
Upon a determination by the Board of Directors that a member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation, the member will be given a written notice of membership termination and an opportunity to be heard either orally or in writing. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period.

All rights of a member in the corporation shall cease on termination of membership as herein provided.

ARTICLE IV – Board of Directors

Section l: Number

There shall be at least five (5) members and no more than eleven (11) members of the Board of Directors (BOD), not including Advisory Directors.

At least one half or 5 BOD positions shall stand for election each year.

Section 2: Qualifications

Directors shall come from the ranks of Georgetown Animal Outreach voting membership and have been involved with animal care in one or more of the following ways:

(1) be an employee of or volunteer for an animal shelter for at least 6 months,

be a member of and serve on a committee for an animal welfare organization for at least 6 months, or

(3) be an employee of or volunteer for a veterinary practice or comparable venue for the welfare of animals for at least 6 months.

A candidate for a Board position must have paid their membership dues at least thirty (30) days prior to election.

Section 3: Board Role/Powers

The powers of the Corporation shall be exercised by and under the authority of the Board of Directors, who may manage the business and affairs of the Corporation and do all such lawful acts and things as are directed or required by statute or by the Articles of Incorporation or by these By-Laws.

Section 4: Duties

Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
Appoint and remove, except as otherwise provided in these Bylaws, all officers of the corporation;
Supervise all officers of the corporation to assure that their duties are performed properly;
Meet at such times and places as required by these Bylaws;
Register their addresses with the secretary of the corporation, whereby notices of meetings mailed to them at such addresses shall be valid notices thereof.

Section 5: Term of Office

Each director shall hold office for a period of two (2) years, which shall run from Jan. 1st thru Dec. 31st. Directors can be reelected. At least one half or 5 BOD positions shall stand for election each year.

Odd numbered BOD positions will be elected to begin serving their term in odd numbered years, and even numbered BOD positions will be elected to begin serving their term in even numbered years. A candidate for Director will be elected when he/she gains the vote of a majority of the qualified members present at election of Directors, which shall occur in November of each year. If necessary to fill Board vacancies, special elections can be held at anytime with the approval of a majority of the qualified (voting) members.

Section 6: Compensation

Directors and/or Members shall not receive any salary or compensation for their services. However, they may be reimbursed for actual expenses incurred in the performance of their duties, by requesting approval from the remaining members of the Board of Directors by a majority vote.

Section 7: Regular Annual Meeting

An annual meeting of the membership shall be held in January at a time, place, and date designated by the Board of Directors. Notices of such meetings shall be posted in a public place.
This annual meeting is open to the public.
The fiscal year shall be the calendar year.

Section 8: Special Meetings

Special meetings of the Board of Directors may be called by the president, vice-president, secretary, treasurer, or by any two directors. Such meetings shall be held at a place designated by the person calling the special meeting. Special meetings are closed to the public except as an invited guest.

Section 9: Notice of Meetings

The secretary shall give two weeks notice to each director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, telephone, facsimile machine, or e-mail, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or e-mail notification, the director to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within 24 hours of the first transmission.

(b) Waiver of Notice

When notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a written waiver of notice signed by the director, (whether before or after the time of the meeting), shall be equivalent to the giving of such notice.

Section 10: Advisory Directors

The Board of Directors may appoint individuals to serve on the Board of Directors in advisory capacities. Such advisory directors may be invited to attend and participate in meetings and deliberations of the Board of Directors, but they shall not be entitled to any vote.

Section 11: Voting

At any meeting of the Board of Directors, each Director shall be entitled to one vote upon any matter submitted to vote. The use of proxies is expressly prohibited.

Section 12: Quorum for Meetings

A quorum of a majority of sitting Board members must be in attendance before business can be transacted or motions made or passed. If, at any meeting of the Board of Directors there is less than a quorum present, one or more of the directors present may adjourn the meeting without further notice other than an announcement at that meeting until a quorum is present.
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors.

Section 13: Vacancies

When a vacancy on the Board exists, a special election may be called to elect someone to fill the vacancy or the position may remain vacant until the next scheduled election in November. A Director, elected to fill a vacancy, shall be elected for the un-expired term of his predecessor in office.

Nominations may be sent to the Secretary two (2) weeks in advance of either the November election or a Special Election, and these nominations will be sent to the voting membership along with the meeting announcement. Nominations will be accepted at an election provided the individual meets all the qualifications to be candidate for election to the Board.

Section 14: Agenda

Agenda guidelines will be observed with: Roll call, reading and formal approval of the minutes of the last meeting, financial report, unfinished business, new business and adjournment.

Section 15: Non-Liability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Section 16: Indemnification by Corporation of Directors and Officers

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of the state of Texas.

Section 17: Insurance for Corporate Agents

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provision of law. The board may approve and acquire a surety bond for the treasurer in an amount determined by the Board.

Section 18: Resignation, Absences, Termination and Removal

Resignation from the Board must be in writing and received by the secretary. A Board member shall be removed for excess absences from the Board if she/he has three (3) unexcused absences at special meetings or Board meetings. The secretary or Board member must receive an absence excuse or it will be documented as unexcused. At any meeting of the Board of Directors called expressly for that purpose, any director or advisory director may be removed, with or without cause, by a majority vote of all the directors then in office.

Section 19: Election of Board Members

Eligible voters shall be those GAO members whose membership dues are paid current at least thirty (30) days prior to the election.

ARTICLE V- Officers and Duties

Section l: Designation of Officers

There shall be four (4) officers of the Board of Directors consisting of a president, vice-president, secretary and treasurer. It shall be the duties of the Officers to: Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these By-laws.

Section 2: Qualifications

Any person on the Board of Directors may serve as an officer of this corporation.

Section 3: Election and Term of Office

Following the election of directors at the November meeting, the Board of Directors will meet at a date/time to be determined prior to January 1 to elect from among the newly constituted board the four officers who will serve for the next year beginning January 1.

The term of office is one (1) year. Each officer shall hold office until he/she resigns, is removed or otherwise disqualified to serve, or until his/her successor shall be qualified and elected, whichever occurs first. There is no limit as to the number of successive terms an individual may hold the same office. All Officers must return all GAO property in their possession to the GAO Corporation immediately after their term of office has expired.

Section 4: Duties of the President

The president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers; convene special Board meetings and preside at or arrange for other members of the executive committee, in the following order: vice-president, secretary, treasurer to preside at each meeting.

Section 5: Duties of the Vice-President

The vice-president shall perform and have all the powers of the duties of the president in the event of his or her inability to act. The vice-president shall have other powers and perform such duties as may be prescribed by law, by these Bylaws, or as may be prescribed by the Board of Directors. She/He will help prepare the agenda for Board meetings, serve on the executive committee, work with special committees and carry out special assignments.

Section 6: Duties of the Secretary

The secretary shall keep at the principal office, or other location as directed by the Board of Directors, the original or a copy of these Bylaws, Articles of Incorporation, and a book of minutes of all the meetings. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting dates and location announcements, distributing copies of minutes and the agenda to the Board members and active supporters/volunteers, and assuring that corporate records are maintained. The secretary may delegate to an assistant secretary (appointed by the Board of Directors) any of the duties and responsibilities of the secretary.

Section 7: Duties of the Treasurer

The treasurer shall be responsible for all funds and deposit funds in the corporation’s bank account, disburse the funds either alone or jointly with such other officer as directed by the Board of Directors, and obtain proper documentation for such disbursements. Keep and maintain correct records and accounts of the business transactions. The treasurer shall make a report at each Board meeting, chair the finance committee, assist in the preparation of the budget, prepare and send out annual documents as needed by the State and Internal Revenue Service, help develop fundraising plans and make financial information available to Board members and the public. The treasurer may delegate to an assistant treasurer (appointed by the Board of Directors) any of the duties and responsibilities of the treasurer

ARTICLE VI- Committees

A majority of the members of a committee shall constitute a quorum for the transaction of any business of such committee, and the act of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.

Section 1: Executive Committee

The four officers and other designated Board members, if necessary, shall serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors subject to the direction and control of the Board of Directors.

Section 2: Other Committees

The Board may create committees as needed, such as fundraising, fact-finding, etc. The Board president appoints all committee chairs. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.

Following the conclusion of December’s business, the Board President shall appoint an Audit Committee to examine the financial records of the corporation. The Committee will report its findings and conclusions to the Board within 45 days of their appointment. An audit of the financial records will also be performed when there is a change of corporate treasurers and at other times deemed advisable or necessary by the Board.

Committee members must return all GAO property in their possession to the GAO Corporation immediately after their term of service has expired.

Section 3: Finance Committee

The treasurer is chair of the Finance Committee, which includes other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan and an annual budget. The Board must approve the budget and all expenditures must be within the budget. The Board or the Executive Committee must approve any major change in the budget. Annual reports are required to be submitted to the Board showing income, expenditures, pending income and pending expenditures. The financial records of the organization are public information and shall be made available to the public, upon written request, and to the Board members.

ARTICLE Vll- Execution of Instruments, Deposits and Funds

Checks, Deposits and Gifts

Except as otherwise specifically determined by resolution of the Board of Directors or as otherwise required by law, checks, drafts, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer. The amount of any checks $1500.00 and over shall have two signatures on the check, the treasurer and the president. If one of these directors is unavailable, another officer or the assistant treasurer may sign the needed document(s). All funds of the corporation shall be deposited to the credit of the corporation in such banks or other depositories as the Board of Directors may select. Members may accept on behalf of the corporation any contribution, gift, or bequest for the nonprofit purposes of this corporation.

ARTICLE Vlll- Corporate Records, Reports

Maintenance of Corporate Records

The corporation shall keep at its principal office or other designated location as approved by the Board of Directors:

Minutes of all meetings of Directors, indicating the time and place of such meetings, whether Annual or Special, how called, the notice given, the names of those present and the proceedings thereof.
Adequate and correct books and records of account, including accounts of its business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by members of the corporation at all reasonable times.
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind. Any inspection may be made in person, or by agent or attorney, and the right to inspection shall include the right to copy and make extracts.

ARTICLE lX- IRC 501(c)(3) Tax Exemption Provisions

Section 1: Limitation on Activities

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 2: Distribution of Assets

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

ARTICLE X- Limitation of Liability

A member of the Board of Directors shall not be personally liable to the corporation or members of the corporation for monetary damages for any act or omission in such capacity, except to the extent otherwise expressly provided by a statute of the State of Texas.

ARTICLE XI- Amendments of Bylaws

These Bylaws may be amended when necessary by a majority of the Board of Directors. Proposed amendments must be submitted to the secretary to be sent out with regular Board announcements.

ARTICLE Xll- Construction and Terms

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provision of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation founding document of this corporation filed with The Secretary Of State in the State of Texas and used to establish the legal existence of this corporation.

ADOPTION OF BYLAWS

We, the undersigned, are all of the elected directors of this corporation, and we consent to and hereby do adopt the foregoing Bylaws as the Bylaws of this corporation.

Dated: November 4, 2014

Odd BOD Positions elected on: Nov 4, 2014 Even BOD Positions election on: Nov. 5, 2013

For 2015 through 2016 Two Year Term limit. For 2014 through 2015 Two Year Term Limit.

Debbie Frase Peggy Goulding

BOD Position 1 BOD Position 2

Bruce Turbeville Brenda Haile

BOD Position 3 BOD Position 4

Miguel daCunha Jeni Williams ________

BOD Position 5 BOD Position 6

Laura Hobgood-Oster Jennifer Jergens

BOD Position 7 BOD Position 8

April Peiffer Norma Mantz

BOD Position 9 BOD Position 10

Mylissa Waltman

BOD Position 11

Executed on the dates set forth below, to be effective on November 4, 2012.

GEORGTOWN ANIMAL OUTREACH

By:

Debbie Frase, President

Board of Directors

Date: November 4, 2012

Addendum (Rev. 8-2-2011)

By Law Change Log

(LOG Recommended by By Law Committee)

February 13, 2008 Article IV – Board of Directors, Section 1: Number. Changed the elected term of Board members from three (3) year terms to two (2) year terms and provided for the annual election of one-half of the Board members each year for odd and even numbered Board member positions.

August 4, 2009 Article IV – Section 17 Insurance for Corporate Agents add language

August 4, 2009 Article VII – Checks, Deposits and Gifts. Changed the value limit of a check requiring two signatures from $100.00 to $500.00, and authorized the Board to bond the Treasurer for an amount to be determined by the Board.

November 12, 2009 (replaces rev 10/28/08):

Article III – Membership, Remove the below sections

Section 9: Notice of Meetings
Section 10: Advisory Directors
Section 11: Voting
Section 12: Quorum for Meetings
Section 13: Vacancies
Section 14: Agenda

Reason these sections pertain to the Board of Directors and appear in the correct place in Article IV – Board of Directors.

Article IV – Board of Directors

- Section 1: Number

Remove the para that begins “Odd numbered BOD positions…” and ends “… by a majority of the qualified (voting) members.”

Reason This paragraph is a duplicate and appears in Section 5: Term of Office where it should be.

- Section 2: Qualifications

Add language “A candidate for a Board position must have paid their membership dues at least thirty (30) days prior to the election.”

Reason BOD prefers candidates show adequate time interest prior to election.

- Section 5: Term of Office

Remove “Odd numbered BOD positions will be elected in odd numbered years, etc.” Replace with: “Odd numbered BOD positions will be elected to begin serving their term in odd numbered years, and even numbered BOD positions will be elected to begin serving their term in even numbered years.”

Reason confusing wording.

March 02, 2010 (replaces rev 10/28/08): Amendment change approved at 3-2-2010 BOD Meeting.

Section 6: Compensation

Add language: Directors and/or Members shall not receive any salary or compensation for their services. However, they may be reimbursed for actual expenses incurred in the performance of their duties, by requesting approval by the remaining members of the Board of Directors by a majority vote.

Amendment approved on 3-2-2010 by quorum vote of 5 Board members

- Section 13: Vacancies

Add the following. “Nominations will be accepted at an election provided the individual meets all the qualifications to be a candidate for election to the Board.”

Reasons ensures qualifications are met.

- Section 17: Insurance for Corporate Agents

Add “The Board may approve and acquire a surety bond for the Treasurer in an amount determined by the Board.”

Reason provides more security to the Board if needed.

- Add new section —
- “Section 19: Election of Board Members”

Eligible voters shall be those GAO members whose membership dues are paid current at least thirty (30) days prior to the election.”

Reason BOD prefers candidates show adequate time interest prior to election.

Add an “Addendum” to the bylaws that will provide a running account of changes to the bylaws document. Reason history of changes for current and future GAO members.

Add any new Bylaw changes after March 02, 2010 below:

September 7, 2010 – In Article IV, Section 12 – redefines “Quorum” to be a “majority of the sitting Board members”, replacing the previous definition of “at least five (5) Board members”.

August 2, 2011 – Proposed GAO Bylaw changes submitted for formal approval of GAO Board of Directors voting approval by email. All GAO Bylaw amendments approved by majority of GAO Board members as of Aug. 6, 2011. GAO Bylaws Adopted by majority vote on Aug. 02, 2011

All email voting results recorded by:

President: Debbie Frase: debbiedoeslittle@hotmail.com and

Secretary: Jim Buchanan txjimsuz@gmail.com

Addendum (Rev. 2-22-2016)

By Law Change Log

(LOG Recommended by By Law Committee)

February 2, 2016 ARTICLE Vll- Execution of Instruments, Deposits and Funds. Changed the value limit of a check requiring two signatures from $500.00 to $1500.00, as follows:

Checks, Deposits and Gifts

February 2, 2016 ARTICLE III- Membership Section 3. Fees and Dues. Changed the membership dues as follows:

b.) Only voting members shall pay dues. The annual dues payable to the corporation shall be $25 for Regular Membership, $15.00 for Senior Membership, $10 for Student Membership, and $250 for Lifetime Membership. Dues cover the period January 1 through December 31. Renewal dues for the following year are due by March 1 to remain a voting member in good standing. New members shall pay a pro rata portion for the initial year of membership.

February 22, 2016 – Proposed GAO Bylaw changes submitted for formal approval of GAO Board of Directors voting approval by email. All GAO Bylaw amendments approved by majority of GAO Board members as of February 22, 2016. GAO Bylaws Adopted by majority vote on February 22, 2016.

All email voting results recorded by:

President: Laura Hobgood txcodigirl@gmail.com and

Secretary: Brenda Haile BHaile@mail.twu.ed

Addendum (Rev. 12-7-2016)

By Law Change Log

(LOG Recommended by By Law Committee)

December 7, 2016: Addition of Section 20 to Article IV

December 7, 2016 ARTICLE IV – Board of Directors

Section 20: Board Member Emeritus

The position of Board Member Emeritus is an honorary, “non-voting voice” board membership offered to long-standing board members who cannot attend regular board meetings or other functions, as directed by Section 18: Resignation, Absences, Termination and Removal, due to distance of travel, health, or other mitigating circumstances.

December 7, 2016: Amendment of ARTICLE V- Officers and Duties

December 7, 2016 ARTICLE V- Officers and Duties

Section 3: Election and Term of Office

The term of office is two (2) years, with two of the offices being staggered by one year to alleviate complete office turnover. Each officer shall hold office until he/she resigns, is removed or otherwise disqualified to serve, or until his/her successor shall be qualified and elected, whichever occurs first. There is no limit as to the number of successive terms an individual may hold the same office. All Officers must return all GAO property in their possession to the GAO Corporation immediately after their term of office has expired.

December 7, 2016 – Proposed GAO Bylaw changes submitted for formal approval of GAO Board of Directors voting approval by email. All GAO Bylaw amendments approved by majority of GAO Board members as of December 7, 2016. GAO Bylaws Adopted by majority vote on December 7, 2016.

All email voting results recorded by:

President: Laura Hobgood txcodigirl@gmail.com and

Secretary: Brenda Haile BHaile@mail.twu.edu