NOTE: These bylaws are in the process of being updated. The fiscal
year (Article X) was changed to coinside with TX Grand Chapter's fiscal year.

BYLAWS OF

TEXAS CARDINALS, INC

ARTICLE I.

NAME

The name of the corporation will be TEXAS CARDINALS, INC., and will conduct business under this name and/or the name of “RENNIE'S PARTNERS”. This is a non profit corporation.

ARTICLE II.

PURPOSE

The purpose of the corporation is:

A.      To promote, stimulate and inspire enthusiasm for the people and projects of both the Texas Grand Chapter and the General Grand Chapter of the Order of the Eastern Star.

B.      To provide a resource of talented, skilled and committed workers for the General Grand Chapter officers and committee members.

C.      To assist the Texas Grand Chapter in coordinating efforts for the General Grand chapter.

D.      To provide continuity for the planning of the General Grand Chapter session to be held in Texas.

E.      To provide members an opportunity to obtain a better understanding of the goals of the (International) General Grand Chapter of the Order of the Eastern Star.

ARTICLE III.

MEMBERSHIP

3.1     Membership is open to any individual, organization, group or corporation that subscribes to the purposes of the corporation.

3.2     The corporation does not discriminate based on race, color, creed, religion, national original, sex, marital status, status with regard to public assistance, disability, or age.

3.3.    Members of record between January 1997, and December 1997, shall be Charter members of the corporation, however, this does not provide any greater rights, or privileges than those accorded to all other members.

3.4.    The corporation will have the following types of membership and fees for said membership (beginning in 1996):

1.       Individual - $10 per triennium (three years);

2.       Group: Chapter, organization, corporation, association or business-$25 per triennium;

3.       Sustaining: Individual or group member who contributes $100 or more.

3.5. Voting Rights: Individuals will have one (1) vote, group members will have one (1) vote per group, and sustaining members will have one (1) vote per member.

ARTICLE 1V.

ANNUAL MEETINGS

4.1. The annual meeting will be held in January at a time and date set by the Board of directors. Notice of the annual meeting may be given in the Texas Official Bulletin stating the date, time, and place of the meeting. If the date, time and place of the annual meeting was announced at the previous annual meeting, no additional notice is required.

4.2. All meetings are open to members and escorted visitors.

4.3. The quorum for the annual meeting will be at least thirty (30) members.

ARTICLE V.

DIRECTORS

5.1. The business and affairs of this corporation shall be managed by or under the direction of a Board of Directors as provided by law.

5.2. A director shall serve for a term of three (3) years, commencing in January following the annual meeting.  The director shall hold office until expiration of the term for which the director was elected or appointed and until a successor is elected or appointed and qualified, or until the earlier death, resignation, removal or disqualification of the director.

(Amendment 1-3-2001, adds) with the exception that the tenure of any director may be extended by majority vote at the Annual Meeting.

5.3. Directors will be elected as follows:

A.      Members At large - Three directors will be elected from the members at large for terms of three (3) years, the first being:

1. Oliver B. Chamberlin, Chairman of the Board

2. Wanda Fairchild, Vice Chairman of the Board

3. Harold C. Todd, Secretary/Treasurer

B.      Ex-officio members:

1. Rennie Ofton;

2. Chairman of the Board of Grand Trustees, Financial Coordinator.

C. Liaison Directors -

One member as liaison from each O.E.S. District in Texas, to be nominated by the Board of Directors and by approval of the members of this corporation.

5.4.    A director may resign at any time by mailing or delivering written notice to this corporation at its registered office.

5.5.    The board will serve without compensation.

5.6.    The Board of Directors will meet at least twice each year.

5.7.    The Board of Directors may from time to time by the affirmative vote of a majority of the board present at a meeting, propose to adopt, amend or repeal all or any of the bylaws of this corporation. Such proposal shall be sent to all directors. Action will be taken at the next board meeting.

5.8.    Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by the number of directors required to take the same action at a meeting of the Board of Directors at which all directors were present. The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action. When the written action is taken by less than all of the directors, all directors shall be notified immediately of its text and effective date, except that failure to provide such notice does not invalidate the written action.

5.9.    The Board of Directors, by the affirmative vote of a majority of the board may approve the establishment of one (1) or more committees to assist in the management of the business and affairs of this corporation. A committee may consist of one (1) or more natural persons, who need not be directors. A majority of the members of a committee is a quorum for the transaction of business. Minutes of any of committee meetings must be made available upon request to members of the committee and to any director.

5.10. A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the corporation. A director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by one or more officers or members of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; counsel, public accountants or other persons as to matters that the director reasonably believes are within the person’s profession or expert competence; or a duly established committee of the board upon which the director does not serve, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.

ARTICLE VI.

OFFICERS

6.1.    The officers of this corporation shall be elected for a three (3) year term at the annual meeting from a slate of officers prepared by the nominating Committee. Their term will commence immediately following the annual meeting. The officers of this corporation shall include a chairman, and a vice chairman, a secretary-treasurer. The Board of Directors by resolution approved by the affirmative vote of a majority of the board may appoint one or more officers or agents as the board of Directors deems necessary for the operation and management of this corporation, each of whom has the powers, rights, duties, responsibilities, and terms in office provided in these bylaws or determined by the Board of Directors.

6.2.    The chairman shall be the administrative officer of the corporation; when present, preside at all meetings of the Board of Directors; and enforce the orders and resolutions of the board; shall appoint all committees and their chairman, with the approval of the Board of Directors; and shall be a member of all committees unless otherwise decided by the board of this corporation. The chairman shall counter-sign all disbursement vouchers; shall sign and deliver in the name of the corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation; and when necessary, certify proceedings of the board, and perform other duties prescribed by the board.

6.3.    The vice chairman shall assist the chairman in the handling of all business matters of this corporation; and shall perform such other duties as may be assigned to the vice chairman by the chairman or prescribed by the board. In the absence of the chairman, the vice chairman shall be vested with the same powers as the chairman.

6.4.    The secretary-treasurer will send notices for meetings, prepare the minutes of meetings, mail all minutes of the meetings to the directors, maintain the official records of the association, and shall perform other duties as may be assigned by the chairman or prescribed by the board.

ARTICLE VII.

COMMITTEES - STANDING

The following committees are standing committees of the Board of Directors until such time as consistent with these bylaws, the board abolishes such committee:

A.      Executive: The Executive Committee consists of ten (10) members.

B.      Newsletter: This committee shall be appointed by the chairman, and is responsible for publishing a quarterly newsletter, which will be the official publication of the corporation.

C.      Membership: This committee shall be appointed by the chairman, and is responsible for recruiting, promoting and renewing, and maintaining the membership list.

D.      Ways and Means: This committee shall be appointed by the chairman, and is responsible for planning and implementing fund raising activities.

E.      Finance: This committee shall be appointed by the chairman, and will work with the treasurer to prepare an annual budget, approve expenditures, make investments, and file necessary reports.

ARTICLE VIII.

INDEMNIFICATION

To the extent permitted by law, any former or present director or officer of this corporation who was or is a party or is threatened to be made a party to any proceeding, wherever and by whomever brought, by reason of his or her former or present official capacity as a director or officer of this corporation, or his or her official capacity as a director, officer, employee, or agent of another corporation, partnership, trust, or other organization, while serving at the request of this corporation shall be indemnified by this corporation against expenses, including attorneys’ fees, judgment, fines and amounts paid in settlement actually and reasonable incurred by him or her in connection with such proceeding. Such reimbursement shall be made in advance of the final disposition of the proceeding to the extent provided by law. Except as expressly provided herein, no other person shall be indemnified by the corporation for expenses incurred in connection with a proceeding to which such person was or is a party or is threatened to be made a party by reason of the former or present official capacity of such person.

ARTICLE IX.

MISCELLANEOUS

9.1.    This corporation shall have no corporate seal.

9.2     All proper and necessary books of account and other books requisite to a full and complete record of the business transactions of this corporation shall be kept in such manner as is usual in like corporations or as shall be directed by the Board of Directors.

9.3.    The books of this corporation shall be audited annually by a committee of three (3) appointed by the Chairman of the Board of Directors. A copy of such audit shall be submitted to the Chairman of the Board of Grand Trustees of the Grand Chapter.

9.4     Upon termination of this corporation for any reason, all funds in excess of those necessary to pay the obligations of this corporation shall be paid out exclusively to the Board of Grand Trustees of the Grand Chapter of Texas, Order of the Eastern Star, for the 501-C(8) purposes thereof.

ARTICLE X.

FISCAL YEAR

The fiscal year of this Corporation is November 1 - October 31.

ARTICLE XI.

AMENDMENTS

These bylaws may be amended, altered or repealed at any annual meeting of the corporation provided the proposed amendment(s) is sent out to the membership at least ten (10) days in advance of the meeting and concurred by 2/3 of the members present.

ARTICLE XII.

COMPENSATION

The officers and directors will receive no compensation of their services.

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