BYLAWS OF URBAN RECORDERS ALLIANCE, INC. A NON-PROFIT CORPORATION Travis County, Austin, Texas 

ARTICLE I

THE NAME OF THE CORPORATION • The name of the corporation shall be "Urban Recorders Alliance, Inc.” and may also be known as ‘the Alliance’ or ‘URA’.

ARTICLE II

THE PURPOSE OF THE ALLIANCE · The purpose of the Alliance shall be to establish a coalition of urban recorders and staff to provide a means for the education of its members and to participate in the legislative, judicial and executive processes of state and federal government. Furthermore to participate in any activities that shall be beneficial in the performance of the members' duties as they relate to issues faced by counties with larger populations.

ARTICLE III

OFFICE OF THE ALLIANCE · The principal office of the Alliance in the State of Texas shall be located in the City of Austin, County of Travis.

ARTICLE IV

REGISTERED OFFICE AND REGISTERED AGENT- The Alliance shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office and may be, but need not be, identical with the principal office of the Alliance, in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE V

MEMBERS -Members of the Alliance shall include persons interested in the purpose of the Alliance, which shall include urban recorders and current members of their staff from urban counties with a population of 100,000 or greater per the most recent census. Urban recorders shall be considered regular members. An assistant to a regular member may apply to be an associate member. Persons interested in the business or purpose of the Alliance, but not employed as an urban recorder or by an urban recorder may join the Alliance as a business partner member. Retirees may make application to remain a member at a reduced fee as determined by the Board of Directors. 

VOTING RIGHTS -Each regular member of the Alliance in attendance at a meeting will be allowed one vote. One vote for each county. Voting by mail or by proxy shall not be permitted; however electronic voting will be allowed. Terms and conditions of the electronic voting process shall be decided by the Board of Directors and may be edited upon the Board’s majority approval. Associate members and business partner members do not have voting rights.

 TERMINATION OF MEMBERSHIP -DELINQUENT IN DUES · When any member is delinquent in the payment of dues for a period of 90 days from the beginning of the fiscal year the membership and all rights shall be terminated.

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MEMBERS: DESIGNEE AS REGULAR MEMBER -An Urban Recorder who is a regular member may appoint a designee to serve as that office’s regular member.  The designee will have full rights and responsibilities as a regular member. The designee, as a regular member, shall pay the full dues amount of a regular member and shall serve throughout the calendar year as described in Article XIII, as that office’s regular member. There will be no substituting during the year and each Urban Recorder’s office may only have one regular member in any given year.

ARTICLE VI

MEETING OF MEMBERS -Meetings of the Board of Directors, in conjunction with any conference of CDCAT and the membership, shall be held as necessary for the transaction of any business as may come before the Alliance. Notice of at least ten calendar days shall be given for the meeting. In case of an emergency, the notice may be waived. Notice of at least ten calendar days shall be given for any meeting in which elections are held. Notice of elections may not be waived. The Board of Directors may meet using electronic means/media providing appropriate notice is issued.

 QUORUM -A simple majority of the regular members present at any meeting shall constitute a quorum at such meeting. A simple majority of the Board of Directors present shall constitute a quorum for the transaction of business at any meeting of the Board. 

ARTICLE VII

BOARD OF DIRECTORS -ELECTION, QUALIFICATIONS -The Board of Directors shall consist of minimum of five directors. Each director must be an active regular member of the Alliance and shall be elected by a majority vote of the active regular members present at a business meeting of the Alliance. Election of directors shall be held during odd numbered years unless a vacancy occurs. Then an election is held at the next called meeting to fill the vacancy by a majority vote of the regular membership of the Alliance. Each director shall be elected for a term of at least two years. No term limits.

 BOARD OF DIRECTORS -GENERAL POWERS-The general oversight and supervision of the affairs of the Alliance shall be managed by the Board of Directors. The Board of Directors shall set such policies it deems necessary for the Alliance. All actions of the Board of Directors may be subject to review by the regular membership. Any action, which may be taken at a meeting of directors, may be taken without a formal meeting by approval of a majority of the directors. 

ARTICLE VIII

OFFICERS OF THE ALLIANCE -The officers of the Alliance shall consist of president, president elect, vice-president, secretary, treasurer and membership director/historian who shall be elected by the regular membership of the Alliance in odd numbered years. Active regular members may place their name on the ballot for any office 30 days prior to the called election, of each odd year or when a vacancy occurs, with the membership chair. Election of Officers shall be conducted at the annual conference (usually held in September). The name of each candidate and the office shall be included in the meeting agenda at least 10 days prior to the called election. There are no term limits for holding the position of any office of the Alliance.

PRESIDENT -The president shall be the principal executive officer of the Alliance and shall in general supervise and control all of the business and affairs of the Alliance. The president shall preside at all meetings of the members and of the Board of Directors and shall conduct the proceedings according to parliamentary procedure.

The president may sign, or any other proper member of the Alliance authorized by the Board of Directors, any contracts, or other instruments, which the Board of Directors has authorized to be executed.

The president, with the approval of the Board of Directors, shall appoint the chairs of any committees deemed necessary to conduct the business of the Alliance. The president shall timely fill vacancies occurring in any committee for the remainder of the term.

The president may appoint a temporary secretary in the absence of the secretary and membership director.

PRESIDENT-ELECT - In the absence of the president or in the event of the president's inability or refusal to act, the vice-president shall perform the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The president-elect shall serve as education director.

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VICE-PRESIDENT -In the absence of the president and the president-elect or in the event of the president's and president-elect’s inability or refusal to act, the vice-president shall perform the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president.

TREASURER - The treasurer shall keep a register of each member and other information as requested by the Board of Directors. The treasurer shall send invoices for all members’ dues.

The treasurer shall have charge and custody of and shall be responsible for all funds and securities of the Alliance, receive and give receipts for moneys due and payable to the Alliance from any source whatsoever, and deposit all such moneys in the name of the Alliance in such banks or other depositories as may be directed by the Board of Directors.

The treasurer shall keep an accurate record of all moneys received and disbursed by the treasurer in such manner and form, as may be prescribed by the Board of Directors. The treasurer shall submit a statement to the Board of Directors showing the financial condition of the Alliance at every meeting.

The treasurer shall receive and audit all bills of the Alliance and, if approved by at least two board members, shall pay the same in a timely manner. The treasurer shall keep a record of all paid bills showing the amount, to who paid and the reason for payment. The treasurer shall turn over all records, as requested, regarding deposits and disbursements to any auditor or audit committee as appointed by the president and in general perform all the duties incident to the office of treasurer.

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SECRETARY -The secretary shall keep accurate records of all meetings of the Alliance and the Board of Directors and provide written drafts of minutes of such meetings to the Board of Directors within 10 days of the meeting and provide the final minutes to the entire membership within 30 days of the last meeting. The secretary shall disseminate information to the members and shall inform the members of any action taken at a meeting. The secretary shall be custodian of the Alliance records, and, in general, perform all duties incident to the office of secretary.

MEMBERSHIP DIRECTOR & HISTORIAN – The membership director shall be elected and keep accurate membership records for the Alliance. Additional duties of the membership director shall include 1.) Election of officers, receiving information from persons interested in placing their name on the ballot, certifying persons names before placing them on ballot as well as other duties related to membership or elections. The purpose of this role is to support the current membership of the Alliance, grow membership in the Alliance and preserve the integrity of membership of future members of the Alliance; and, 2.) Maintain the creation and all historical event and information of the Alliance. The Membership Director assumes the duties of the Secretary during any called meeting if the Secretary is absent or delayed.

ARTICLE IX

COMMITTEES -The president, with the approval of the Board of Directors, may designate and appoint the chair to one or more committees as deemed necessary to fulfill the operations of the Alliance. Unless so appointed by the president, the chair of each committee shall appoint from the general membership the persons necessary, including both active members and associate members, to fulfill the duties of the committee.

However, no committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing, or removing any member of any such committee or any director or officer of the Alliance; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation or association; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Alliance; authorizing the voluntary dissolution of the Alliance or revoking proceedings, therefore; adopting a plan for the distribution of the assets of the Alliance; or amending, altering or repealing any resolution of the Board of the Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. 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 by law.

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Whenever possible, committee meetings shall be held in conjunction with meetings of the Alliance membership or during educational conferences at which members may be registered.

ARTICLE X

COMPENSATION-BOARD OF DIRECTORS -All Board of Directors members may receive reimbursement for approved expenses incurred on behalf of the Alliance upon written request in advance with estimated expenses to the treasurer if in compliance with the reimbursement policy set by the Board. Any other compensation is prohibited unless expressly approved in advance by the Board of Directors.

MEMBERS -Members of the Alliance upon appointment by the president to a committee or by the chair of the committee to perform a special function or upon appointment by a State official or agency to a committee for the purpose of the Alliance, may receive reimbursement for their necessary expenses not to exceed that allowed by the Board of Directors and upon approval by the president.

ARTICLE XI

ANNUAL DUES -The Board of Directors shall determine the amount of annual dues payable to the Alliance by members. Dues are payable within forty-five calendar days of receipt of the dues statement. Payment of annual dues entitles the member to discounted registration at any educational workshop and educational updates via email, fax or mail.

ARTICLE XII

FISCAL YEAR -The fiscal year of the Alliance shall begin on the first day of January and end on the last day of December of the same year.

ARTICLE XIII

WAIVER OF NOTICE -Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the such notice.

ARTICLE IV

AMENDMENTS TO BYLAWS -These bylaws may be altered, amended or repealed and new bylaws may be adopted by a simple majority of the Board of Directors with approval by a simple majority of the active regular members present at any regular meeting or at any special meeting. By laws may be changed by election process at regular or special meetings by notice. Notice of such meeting shall include the ten days notice as meeting notice requirements.