Article I – Name and Purpose

Section 1 – Name

The name of the organization shall be the Texas Geocaching Association, hereafter known as TXGA.

Section 2 – Purpose

TXGA shall exist as a not-for-profit recreational organization, formed to promote the family-oriented activity of geocaching through a central website, social media, workshops, and information displays, while encouraging responsible stewardship of public lands.

Section 3 – Office

The office of the Corporation shall reside in the same county in the State of Texas as the Finance/Compliance Director.

Article II – Membership

Section 1 – Eligibility

Any individual shall be eligible for membership, provided they agree to abide by the bylaws and rules of the Organization.

Section 2 – Membership

(a) Active Member

Membership in TXGA shall remain open to all interested persons who support the purposes as described in Article I, Section 2. Each applicant for membership shall be required to register online at the TXGA website, thereby providing the Organization with name, address, phone number, email address and geocaching alias, as well as other information deemed necessary for contact and identification of an applicant. If a membership applicant does not have the ability to register online, the Membership Director or designee may obtain the needed information and register the person online later. Once the applicant has provided the above information, and membership dues have been paid, the applicant shall be considered a member of TXGA.

(b) Voting Member

Any Active Member who is at least 18 years of age and a resident of the State of Texas will be eligible to vote per the voting rules associated with their membership.

Section 3 – Types of Membership

(a) Virtual Membership

Virtual Membership shall consist of one person. This person may be a voting member if eligibility requirements are met.

(b) Traditional Membership

Traditional Membership shall consist of one person. This person may be a voting member if eligibility requirements are met.  This membership type will also be eligible to receive a membership coin.

(c) Multi Membership

Multi Membership shall consist of a group of persons (e.g., family, friends, etc. as identified by the Member completing the membership form). Two persons may be voting members if eligibility requirements are met. This membership type will also be eligible to receive two membership coins.

(d) Other Membership

If the TXGA Board of Directors determines that other membership types are necessary they may implement new membership types with a simple majority vote of Board members.

(e) Membership Dues

Membership Dues for each type of membership shall be set by the Membership Director and approved by the Board of Directors.

(f) Membership Timeframe

Membership is based on a calendar year – memberships begin on January 1^st and expire on December 31^st.  New Members may join throughout the year. There is no prorating of dues.

(g) Multiple Memberships

A person may not hold, or be part of, more than one TXGA membership.

(h) Denial of Membership

TXGA will not allow any person who is currently included in the Texas or National Database of Registered Sex Offenders to be eligible for Membership in TXGA, nor to actively participate in any TXGA sponsored events. If any members of the TXGA Board become aware that a member or someone attending our events is listed on the Texas or National Database of Registered Sex Offenders, the Board will immediately revoke their membership and they will be asked to not attend any TXGA sponsored events.

Article III – Board of Directors / Executive Committee

Section 1 – Duties

A Board of Directors shall govern the management and administration of the affairs of TXGA. The Board is responsible for setting policy and governing the organization. It holds the power to conduct business and delegate that power as needed. 

Section 2 – Board of Directors Members and Executive Committee

The Board of Directors shall consist of the President, Vice President, Regional Representatives, Finance/Compliance Director, Membership Director, Education Director, IT Director, Events Director, and Secretary.  All of these positions are voting members of the Board of the Directors with the exception of Secretary.

The Executive Committee shall consist of the President, Vice President and Finance/Compliance Director.

Section 3 – Term of Office

(a) Term Durations

The President and Vice President terms are two years. They may serve no more than two consecutive full terms, or until they decide to leave the Board, or until they are asked to vacate the position.

The Finance/Compliance Director, Regional Representatives, Membership Director, Education Director, IT Director and Events Director terms are two years, or until they decide to leave the Board, or until they are asked to vacate the position.  These positions are not term limited.

(b) Elected Term Start/Finish

The term of a person elected to the Board will start at the board meeting at the TXGA Texas Challenge event and will end at the board meeting of the TXGA Texas Challenge event two years later. In the event there is not a TXGA Texas Challenge event, the March Board Meeting will be substituted.

Section 4 – Selection of Board Members

(a) Election of President, Vice President and Regional Representatives

During odd numbered years, the offices for President and Regional Representatives for North Texas, East Texas and South Texas will be elected. During even numbered years, the offices for Vice President and Regional Representatives for Southeast Texas, Central Texas and West Texas will be elected. If new regions are created their elections will be determined as necessary.

Any voting member may be nominated for President or Vice President. Any voting member living in the region they intend to serve may be nominated for Regional Representative. A nominated person must accept the nomination before being placed on a ballot.

A simple majority is needed to be elected. In the event of a tie with more than two people running for a position, a runoff will be held. In the event of a tie with only two people running for a position, a coin toss will be used. The Finance/Compliance Director will be responsible for handling the determination.

All elected positions must be able to pass a basic background check.

(b) Selection of Finance/Compliance Director

The President and Vice President will nominate the person for this position. The Board of Directors will approve nominations by a simple majority vote. Only those persons who are voting members may fill these positions.  Persons filling this position will be replaced as needed.

Persons filling this position must be able to pass a basic background check.

(c) Membership Director, Education Director, IT Director, Events Director, and Secretary

The Executive Committee will nominate people to these positions. The Board of Directors will approve nominations by a simple majority of the positions filled. Only those persons who are voting members may fill these positions.  Persons filling these positions will be replaced as needed.

Persons filling these positions must be able to pass a basic background check.

Section 5 – Quorum

Quorum for the Board will be set at a two-thirds of the positions filled, rounded to the nearest whole number.

Section 6 – Board Member Activity

Board Members are expected to attend 75% of business meetings. Any Board member not meeting this requirement may be asked to leave the Board of Directors.

Section 7 – Removal

A Board Member may ask to be removed from the Board (resign), or they may be asked to leave by the existing Board. Board Members may be removed by a two-thirds vote of the members of the Board. Examples of conditions under which a Board Member may be removed include, but are not limited to, breach of confidentiality, failure to disclose a conflict of interest, failure to exercise the duties of a Board member, or failing to attend 75% of Board meetings. The Board Member in question is not eligible to vote in their own dismissal, regardless of the situation in which they are leaving.

Section 8 – Replacement

(a) Board Members with the exception of President and Vice President

In the event a position needs to be replaced midterm, the Executive Committee shall seek out a person they believe will be a good replacement. When that person has been agreed upon by the Executive Committee, that person may be voted in by a simple majority of the filled positions of the Board of Directors.

(b) President

In the event the position of President needs to be replaced midterm, the Vice President will assume the role of President and the Vice President’s position will be replaced. If there is not a Vice President at the time to replace the President, the Board of Directors will elect by simple majority a President from the remaining Board Members to replace the President.

(c) Vice President

In the event the position of Vice President needs to be replaced midterm, the President and Finance/Compliance Director shall seek out a person they believe will be a good replacement. The Board of Directors may elect this person by a simple majority.

Section 9 – Voting

All members of the Board of Directors shall have one (1) vote per member with the exception of the Secretary who has no voting privileges. Unless otherwise indicated, Board resolutions require a simple majority of quorum. In the event of a tie, the President’s vote will serve as tiebreaker.

A Board Member serving in more than one position shall still only have one (1) vote.

Section 10 – Meetings

(a) The board shall attempt to meet monthly, at a minimum. If there is no upcoming business to attend to, the board may vote to skip one month’s meeting.

(b) The board shall attempt to have two meetings per year in person. They shall be held at the TXGA Texas Challenge event and the TXGA Lone Star Roundup event. In the event one or both of these events do not happen, the meetings shall be held in or close to March and September.

(c) All other board meetings may be conducted via telephone or other electronic means. The board shall decide at the TXGA Texas Challenge event (or March meeting if there is not a TXGA Texas Challenge event) the date and time for regular board meetings. For issues that require immediate action, a reasonable attempt shall be made to notify all Board Members of the vote. A reasonable attempt shall include, at minimum, posting on social media, and whenever possible should give 48 hours’ notice. When 48 hours’ notice is not possible, then a reasonable attempt shall also include email, text, and/or phone, or any other means necessary to give all board members a chance to attend the meeting.

Section 11 – Compensation

(a) Board Members shall not be compensated for their service except for reimbursement of reasonable expenses. Expenses must be approved by the Board of Directors. Receipts for approved expenses must be provided.

(b) No loans shall be made by TXGA to any individual or organization without approval of two-thirds of the Board of Directors and a contractual agreement regarding repayment.

Section 12 – Responsibilities

(a) Executive Committee

1. The Executive Committee will consist of the President, Vice President and Finance/Compliance Director
2. The Executive Committee directly presides over all members of the Board of Directors.
3. Only the Executive Committee may authorize a TXGA Member to enter a contract or execute any instrument on behalf of TXGA. Such authority may be general or confined to specific instances.
4. The Executive Committee has the authority to spend up to $500 for purchases that directly return the value of the purchase to TXGA in the amount of the purchase. This authority only applies to the Executive Committee in a unanimous decision by all Executive Committee positions.
5. The Executive Committee may assemble at any time by any method that will allow the conveyance of discussion between all Executive Committee members.

(b) President

1. The President shall be responsible for the outcome of all TXGA initiatives.
2. The President directs the conversation and topic of all Board of Director meetings and Official Member assemblies.
3. The President has the authority to pass this responsibility to other(s) only on a temporary basis.
4. The President holds ultimate responsibility for all assets and liabilities of TXGA.
5. The President shall oversee all of the Vice President’s responsibilities in the absence of the Vice President.

(c) Vice President

1. The Vice President shall oversee the outcome of all regional based TXGA initiatives. A regional based TXGA initiative is one that affects one or more regions of TXGA while not affecting all regions.
2. The Vice President shall oversee all of the President’s responsibilities in the absence of the President.

(d) Regional Representatives

1. Regional Representatives shall be responsible for performing all TXGA initiatives at the regional level.
2. Regional Representatives shall be responsible for directly working with the Board of Directors to support the goals of TXGA at the regional level.
3. Regional Representatives shall be responsible for maintaining a sense of community for TXGA in each of their regions by hosting Geocaching Events and CITOs and communicating through their region’s preferred means.
4. Regional Representatives shall be responsible for promoting geocaching in local and county park systems by being the local liaison or appointing someone to that position, and working with Park Managers to ensure safe and approved geocaches are placed in their parks.
5. Regional Representatives shall be responsible for being available to members to help with a geocache listing if there is a problem getting a geocache published.

(e) Finance/Compliance Director

1. The Finance/Compliance Director shall be responsible for handling and maintaining all TXGA financial assets.
2. The Finance/Compliance Director shall create an annual budget to be used by TXGA. The budget shall be presented to the Board before the January meeting.
3. The Finance/Compliance Director shall be responsible for managing all tax related items, revenue, and expenses belonging to TXGA.
4. The Finance/Compliance Director shall be responsible for any bank accounts and/or check debit cards that TXGA may have.
5. The Finance/Compliance Director shall review all legal documents in a timely manner before they are made binding.
6. The Finance/Compliance Director shall be responsible for maintaining all legal documents, licenses, and other official documents pertaining to TXGA. The Finance/Compliance Director is responsible for the fulfillment of all contracts and agreements formed and/or held by the TXGA.
7. The Finance/Compliance Director shall be the official Registered Agent for all notices to TXGA.

(f) Membership Director

1. The Membership Director shall be responsible for growing and maintaining the official TXGA membership.
2. The Membership Director shall be responsible for forming and/or maintaining the requirements, pricing, and benefits of official TXGA membership.
3. The Membership Director shall be responsible for approving, denying, or reviewing candidates for official TXGA membership.

(g) Education Director

1. The Education Director shall be responsible for forming and/or maintaining bonds with individuals and other organizations for the purpose of enhancing geocaching in Texas.
2. The Education Director shall be responsible for creating, obtaining, and maintaining any educational information, materials, or curriculum that align with the TXGA mission statement.

(h) IT Director

1. The IT Director shall be responsible for the creation and/or maintenance of all TXGA online resources. This authority includes all websites, social media pages, and non-financial online accounts belonging to TXGA.
2. The IT Director shall be responsible for the moderation of all TXGA communities.
3. The IT Director shall be responsible for the management of the technological means in which the TXGA communicates.

(I) Events Director

1. The Events Director shall be responsible for working with the Regional Representative to ensure that a TXGA Texas Challenge event and a TXGA Lone Star Roundup event occur in a regular fashion, with positive feedback from the host city or park.
2. The Events Director shall be responsible for educating the Regional Representative about how something can be done, but not for determining how it will be done.
3. The Events Director shall maintain a “Process and Procedures Book” for TXGA Lone Star Roundup and TXGA Texas Challenge.
4. The Events Director shall be responsible for gathering information in order to maintain and publish a monthly “Calendar of Events” on the TXGA website.

(J) Secretary

1. The Secretary shall be responsible for maintaining a “Book of Minutes” for all meetings of the Board of Directors. Such Book shall be available within a reasonable amount of time at the request of anyone giving reasonable notice.
2. The minutes of all meetings must be completed and filed no more than 2 weeks after said meetings.
3. Minutes will be approved by the Board of Directors at the next scheduled meeting.
4. The Secretary may be asked to perform other functions as deemed necessary by the Board of Directors.

Article IV – General Membership Meetings

General Membership Meetings will be held annually, at a minimum. All members and interested parties are invited to attend and participate in the meetings. All meetings shall be conducted in accordance with Robert’s Rules of Order, Newly Revised

The date, time, and location of General Membership Meetings must be posted a minimum of two weeks before the meeting. Posting shall be on the TXGA website and social media.

Article V – Committees

The Board or Executive Committee may appoint standing committees to advance the work of TXGA. Such committees shall always be subject to the final authority of the Board. The Executive Committee may form temporary or special committees as needed.

(a) Size of Committees

The Board shall agree upon the size of any special committees formed.

(b) Selection of Committee Members

Any voting member of TXGA may volunteer for a committee. They shall apply to the Board who will then select members to serve on a particular committee. If enough people have not volunteered, the Board will search for volunteers.

(c) Selection of Committee Chairs

If the Board does not select a committee chair then the committee members will self-elect a chair.

(d) Committee Results

Results of progress made or work done by a committee will be reported to the Board monthly unless the Board agrees to a different interval. The Board will decide if committee results will be made public.

Article VI – Regions

The regions of the TXGA are North, Central, South, Southeast, East, and West. There are no exact boundaries for these regions. Members are to decide in what region they reside.

The Board may increase or decrease the number of regions with a two-thirds majority vote.

Article VII – Allocation of Funds

The approval of the Board is necessary for the allocation of funds over five hundred dollars ($500) for any purpose. The Executive Committee may allocate funds up to and including five hundred dollars ($500) per project without seeking Board approval.

Article VIII – Code of Ethical Behavior

(a) Professional Responsibility

Texas Geocaching Association Board Members are responsible for adding value to the Texas Geocaching Association (TXGA) and contributing to the ethical success of TXGA. Board Members accept professional responsibility for their individual decisions and actions. They are also advocates for TXGA by engaging in activities that enhance its credibility and value.

Board Members shall:

1. Build respect, credibility, and strategic importance for Geocaching within TXGA, the public, and the communities in which they live.
   2. Assist TXGA in achieving its objectives and goals.
   3. Inform and educate current and future participants and the general public about principles and practices of geocaching.

(b) Ethical Leadership

Texas Geocaching Association Board Members are expected to exhibit individual leadership as a role model for maintaining the highest standards of ethical conduct.

Board Members shall:

1. Set the standard and be an example for others.
   2. Earn individual respect and increase their credibility with those they serve.
   3. Act ethically in every professional interaction.
   4. Question pending individual and group actions when necessary to ensure that decisions are ethical and are implemented in an ethical manner.
   5. Seek expert guidance if ever in doubt about the ethical propriety of a situation.

(c) Conflicts of Interest

Texas Geocaching Association Board Members will maintain a high level of trust with their members. They must protect the interests of their members as well as their professional integrity and should not engage in activities that create actual, apparent, or potential conflicts of interest.

Board Members shall:

1. Adhere to and advocate the use of published policies on conflicts of interest within TXGA.
   2. Refrain from using their position for personal, material, or financial gain, or the appearance of such.
   3. Refrain from giving or seeking preferential treatment.
   4. Prioritize their obligations to identify conflicts of interest or the appearance thereof, and if/when conflicts arise, disclose them to other Board Members.

Board Members must avoid any relationship or activity that might impair, or even appear to impair, their ability to make objective and fair decisions when performing their duties. At times, they may be faced with situations where the business actions they take on behalf of TXGA may conflict with their own personal or family interests. They owe a duty to TXGA to advance its legitimate interests when the opportunity to do so arise. They must never use TXGA’s property or information for personal gain or personally take for themselves any opportunity that is discovered through their position with TXGA.

Other forms of conflicts of interest include, but are not limited to:

1. Board Members (or close family members) being employed by, or acting as a consultant to, a competitor or potential competitor, supplier or contractor, regardless of the nature of the employment, while they are serving with TXGA.
   2. Hiring or supervising family members or closely related persons.
   3. Owning or having a substantial interest in a competitor, supplier, or contractor.
   4. Having a personal interest, financial interest, or potential gain in any TXGA transaction.
   5. Accepting gifts, discounts, favors, or services from a customer, potential customer, competitor, or supplier, unless equally available to all TXGA Board Members.

Board Members with a conflict of interest question, or prior to engaging in any activity, transaction, or relationship that might give rise to a conflict of interest, must seek review from the TXGA Board.

Article IX – Bylaws

The Board will be solely responsible for the bylaws of TXGA. The Board may amend or repeal the bylaws with a two-thirds majority vote of approval.

The Board may temporarily override a provision (or lack thereof) of the Bylaws if necessary. This requires the approval of two-thirds of the Board.

Article X – Non-Discrimination Clause

TXGA shall not discriminate against people on the basis of race, color, sex, religion, national origin, age, disability, sexual orientation, or any legally protected characteristic.

Article XI – Disciplinary Action

As determined by the Board, any member whose actions are deemed to run counter to the best interests of TXGA shall be subject to disciplinary action. Any action taken shall be with a two-thirds vote of the Board. Disciplinary actions that may be taken include removal from the Board or revocation of an individual’s membership.

Should the Board feel that disciplinary action is necessary, the Board will schedule a vote and attempt to contact the member to be disciplined to ensure that the member can have an opportunity to speak in his or her defense if he or she chooses.

Article XII – Dissolution

Dissolution of TXGA may occur by a two-thirds vote of the Board of Directors. In the event of dissolution, all remaining assets, if any, shall be held for independent audit. Once the value of the assets has been determined, they will be transferred to a non-profit organization or agency chosen by the Board.

Article XIII – Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern TXGA in all cases in which they are not inconsistent with these bylaws and any other special rules of order TXGA may adopt.

Article XIV – Logo

The logo is a trademark of TXGA. Usage rights are given to active members for any personal and non-commercial purpose. Any other use of the TXGA logo is prohibited in any manner, except as approved by the Board of Directors.