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Article I. The name of the corporation is Tehuacana Watershed Association. The principal office shall be Leroy, McLennan County, Texas, and other office may be located at such places as may be determined by the Board of Directors. Article II. The seal shall be a circular impression bearing the words, "Tehuacana Watershed Association", a copy of which is as follows: Artiicle III. There will be no stockholders of the Association. Article IV. The affairs of the corporation whall be managed by a Board of Directors of at least nine (9) members and such number shall be increased by the will of the incumbent Directors. Each director will represent a zone in which he owns or manages property. The zones shall be numbers as follows:
The term of office of the directors shall be fore one, two and three years from the time of their election in 1954. The Directors os Zones 1, 4 and 7 shall be fore one year, the directors of zones 2, 5 and 8 shall be two years and the Directors of Zone 3, 6 and 9 for three years. The election of Directors after 1954 shall be for a term of three years except elections to fill vacanzies for an unexpired term. A majority of the directors shall constitute a quorum to transact all business of the corporation and they shall be authorized to appoint such dcirectors as necessary to fill vacanzies occurring between election dates. The Board of Directors may delegate to any of its officers such power and authority as the Board may determine without being restricted by any delegation of powers contained in these By-Laws. Article V. Any one who owns farm and ranch land or is an agent or representative of the owner of farm or ranch in the Tehuacana Watershed is a qualified voter and eligible to be an officer or director of the Association. He may vote for directors in each zone in which he owns land and is qualified to serve as a Director for any zone in which he owns land but can not serve as Director for more than one zone. Article VI. The officers of the corporation shall be the President, one Vice President and a Secretary-Treasurer, all of whom shall be elected by the Board of Directors from the membership of the Board of Directors and their tenure of office shall be for one year but may be re-elected for any number of terms. The Board of Directors may designate or appoint other officers or managers as they deem necessary. The officers shall be elected at a meeting of the directors within thirty days after the annual meeting of the Association. Article VII. The Directors shall be elected by the qualified voters at the annual meeting as provided for in Article VIII. In the event of death, resignation or disqualification of any Director the remaining Directors shall appoint a Director to fulfill the unexpired term, and shall be the sole judges as to a vacancy on the Board. Article VIII. Annual meetings of the Tehuacana Watershed ASsociation shall be held within ten days of September 1st of each year for the purpose of having the annual report, electing officers and transacting such other business as should properly come before said meeting. The directors shall designate a time and place of meeting each year and shall attempt to give notice of meeting to all interested parties by use of press, radio, or such other means as they may see fit and proper, but five days notice of such meeting will be required. Article IX. Called meetings of the entire association may be had at such time and place in the Tehuacana Watershed as the call may designate, such call to be given by press, radio, or such other means as the directors may see fit, but must be at least five days before the time of the meeting. Only such business may be transacted at such meeting as is mentioned in the call. Call to be issued by the President or by the joint action of three memebers of the Board of Directors if the President is absent or if he fails or refuses to act. Article X. A called meeting of the Directors may be had at any time and at any place in the Tehuacana Watershed or in Waco, Texas, upon the call of the Preisdent or if he is absent or fails or refuses to act, then by any three of the Directors, acting jointly. Such call must give every member of the Board of Directors at least three days notice, and only such business may be transacted at such meeting as is mentioned in the call. Article XI. The President shall preside at all meetings of the Board of Directors and shall have general supervision over the affairs of the Association and shall perform all duties as may properly relate to his office. He shall be authorized to execute all contracts in behalf of the Association. Article XII. The Vice Preisdent shall have all the powers and duties of the President in his absence. Article XIII. The Secretary - Tresurer of the association shall keep all corporate records, minutes of all meetings, have custody of the corporate seal and preform all other duties as properly relate to his office. He shall keep true and accurate statements and accounts of all money that may be received by the Asocation and shall disbuse such funds as may be required to operate the Association. He shall be required to give full accounting for all funds at the annual meeting or at any time he might be called upon for same by the Board of Directors but shall not be bonded. Article XIV. The By-Laws of the Association may be altered, changed or amended by a majority vote of the directors at amy regular or called meeitn. ADOPTED THIS THE ______ DAY OF _______ A.D. 1954. (The original being signed by Raymond Dryer, Walter Felton, Jerry Millar, E. Hicks, Roy Hawkins, D. Janes, W. Jones. and one unk.) |
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