HPJC By-Laws
BYLAWS OF HOUSTON PEACE AND JUSTICE CENTER
(a non-profit corporation)
Last Amended, Feb. 10, 2007
Table of Contents
Officers and Executive Committee
Corporate Records and Reporting
Adoption and Amendment of Bylaws
The mission of the Houston Peace and Justice Center is to enhance the work of institutions and organizations in the Houston area that promote non-violence, human rights, and economic, social, and environmental justice. The Center encourages their networking and their collaboration. It facilitates their pooling of existing resources and acquisition of new resources to achieve specific goals. It offers itself as a vehicle for educational outreach to the general public and as a sponsor of events that build community among Houston's peace and justice activists.
The Houston Peace and Justice Center is incorporated as a non-profit organization under the laws of the State of Texas. The name of the registered agent is Bob Henschen, and the address of the registered office is P.O. Box 66234, Houston, Texas 77266.
The Board of Directors has the authority to amend the corporate charter. It may also change the name of the registered agent and/or the address of the registered office by filing a Statement of Change of Registered Agent or Office or both with the Texas Secretary of State. Such filing shall be made promptly with each change.
The Houston Peace and Justice Center intends to apply to the U.S. Internal Revenue Service for recognition as a 501(c)(3) foundation. Consequently, it is willing to abide by all restrictions entailed by such recognition. These include avoidance of any and all forms of electoral politics, and participation in grassroots legislative lobbying only within the limits set by federal law and regulations. [Adopted 11/4/99]
Membership, Affiliation, and Dues
There will be two categories of membership in the JPJC: Group Members and Individual Members.
Group Members: Membership in the Houston Peace and Justice Center is open to all institutions and organizations in the Houston metropolitan area that promote non-violence, human rights, and/or economic, social, and environmental justice. The term "promote" as used in this article is intended to encompass advocacy but not the rendering of social services. Regardless of the areas in which an organization works, no applicant will be admitted to membership whose members have intentionally provoked violence in the course of their peace and justice work and unless that organization supports and practices the principles of nonviolence” [adopted 2/9/02].
No institution or organization that puts forward candidates for political office shall be eligible for membership.
Power to determine the eligibility of an institution or organization that applies for membership shall rest in the Board of Directors, which shall decide the question by simple majority vote. Upon request, an applicant shall satisfy HPJC that it is a bona fide organization or institution [adopted 2/13/00].
Group membership dues have been set initially at $25.00 per year. The Board of Directors may reset the amount at its discretion.
Individual Members: Individuals may become members if they meet the nonviolence criteria applicable to group members and pay dues as set by the board of directors.
The business and affairs of the Houston Peace and Justice Center and all corporate powers shall be exercised by, or under the authority of, the Board of Directors ("Board" hereafter), subject to the limitations imposed by law, the Articles of Incorporation, and these Bylaws.
Representatives of the member institutions and organizations shall be the Directors of the Houston Peace and Justice Center. Each member institution or organization is entitled to one representative (hence one Director) and one vote.
It is the prerogative of the member institutions and organizations to appoint their representatives and determine their lengths of service. They shall promptly notify the Board of their initial appointments and subsequent changes.
A Director shall be the appointed representative of only one member organization or institution at any given time. A Director may arrange for another person to substitute for him/her at a Board meeting, but the substitute may not be a person currently appointed Director by another member organization or institution.
The regular meetings of the Board shall be quarterly, beginning in the January-to-March quarter. The last quarterly meeting shall be designated as the annual meeting of the corporation. At the annual meeting, the coming year's quarterly meeting schedule shall be determined and mailed to the Directors with the minutes of the annual meeting. Reminders of each regular meeting shall be sent at least fourteen (14) days before the scheduled meeting.
The Board may hold special meetings at its discretion. Further, if the President receives signed requests for a special meeting from at least five (5) Directors, the President must set a special meeting within ten (10) calendar days after receiving the fifth (5th) request. If a regularly scheduled meeting date falls within that period, however, the President need not set a special meeting.
The President shall chair all Board meetings. In the President's absence, the Vice President or a chair chosen by a majority of Directors present shall preside.
The presence of at least twenty five percent (25%) of the Directors shall constitute a quorum to transact business. Consensus is the preferred method of reaching decisions. If consensus cannot be reached within a time judged reasonable by the chair, a simple majority shall settle the question except in cases otherwise specified in these Bylaws.
It is within the discretion of the Board to open any particular meeting to persons besides Directors.
Minutes of all meetings, regular and special, shall be mailed to all Directors within ten (10) days following the meeting.
The Board shall establish an Executive Committee. It shall also establish an Election Committee no later than its second quarterly meeting [adopted 2/13/00]. It may establish as many other committees, both standing and ad hoc, as it deems necessary to conduct the business of the Houston Peace and Justice Center.
Officers, Executive Committee, and Election Committee
The officers of the Houston Peace and Justice Center shall be a President, a Vice President, a Secretary, a Communications Secretary [added 8/8/03] and a Treasurer. These five (5) officers, plus two (2) at-large members and the immediate past president [added 11/23/02], shall constitute the Executive Committee.
The Board shall elect officers of the Executive Committee from among its Directors at its annual meeting, and at-large members from among its group or individual members. Individual members are eligible for election to the AT-Large positions on the Executive Committee. Terms of office shall be twelve (12) months beginning after adjournment of the meeting at which the election occurs. Tenure in any one office shall be limited to three consecutive terms [adopted 2/13/00].
In a timely fashion, the Election Committee shall solicit and accept candidates for the offices, and report the results of its work to the Board 14 calendar days before the annual meeting. The Election Committee will accept nominations up to the time of the voting. The committee chair will preside over the annual meeting during that portion of the agenda devoted to the election. [Adopted 2/13/00]
If the office of the President falls vacant during the course of the year, the Vice President shall assume the Presidency and serve out the unexpired term. When any other position on the Executive Committee falls vacant during the course of the year, including the Vice Presidency in the circumstance just mentioned, the President shall inform the Election Committee, which will then solicit the Board for volunteers to fill the vacancy at the next Board meeting or the next Executive Committee meeting, whichever occurs first. If the Executive Committee meeting occurs first, then its choice to fill the vacancy will be considered temporary unless and until the Board ratifies it at the next Board meeting. The Board shall have the prerogative of choosing another member to serve out the unexpired term. [Adopted 2/13/00]
The Executive Committee shall conduct the affairs of the Houston Peace and Justice Center under the authority of, and within the guidelines and limits established by, the Board. It shall meet at its own discretion between Board meetings.
If a major decision must be reached before the next regularly scheduled Board meeting and the Board has not established policy that would guide the decision, the Executive Committee shall make a good-faith effort to reach all the Directors to seek their advice and give them the option of requesting a special Board meeting.
The President shall ordinarily be the designated spokesperson for the Houston Peace and Justice Center. If the Board employs a paid executive, it may vest in that person as well the authority to speak for the Center. If neither the President nor a paid executive is available when the need for a public statement arises, the Vice President shall assume responsibility.
The Board of Directors at its discretion may institute an Advisory Board. Invitations to serve on the Advisory Board shall be issued following Board approval of suggested members. The sole obligation of Advisory Board members will be to allow their names to be associated with HPJC on its letterhead and in its publications. Beyond that obligation, Advisory Board members will be encouraged to assist HPJC in ways including, but not limited to, their counsel, their community influence, and their access to resources. Members of the Advisory Board shall be invited to attend meetings of the Board of Directors and participate in the discussion of matters before it, but they shall not be entitled to a vote. [Adopted 2/10/01.]
Corporate Records and Reporting
The Board shall assure the proper keeping of all records required by state and federal law. These include (but are not necessarily limited to) minutes of Board meetings, income and expenses, contracts, and all records regarding employment.
The Secretary shall have primary responsibility for the taking, timely mailing, and maintenance of meeting minutes. The Treasurer shall have primary responsibility for financial management, including all bank accounts, the receiving and disbursement of moneys, submitting quarterly reports to the Board, and filing required reports to state and federal agencies. The Board may designate other parties to assist the Treasurer with tax reports. It shall arrange for financial audits as required by law and/or deemed advisable for sound fiscal management.
The Center's fiscal year shall be September 1 through the following August 31 [adopted 2/13/00]. All financial records shall kept for at least three (3) years after the close of each fiscal year and shall be available to each Director for inspection.
The Houston Peace and Justice Center shall not make loans to any of its Directors.
Adoption and Amendment of bylaws
These Bylaws shall be submitted by mail to all the Directors of the Houston Peace and Justice Center, and shall enter into force when a majority of Directors indicates by written statement that they are acceptable. The date shall of entry into force shall be inscribed at the bottom of a copy and filed with the papers of the Center.
The Bylaws may subsequently be amended by a simple majority of the quorum at a regularly scheduled Board meeting. All proposed amendments must be mailed to the Directors at least fifteen (15) days in advance of the meeting at which they shall be considered.