The name of the organization shall be the Texas Geocaching Association, hereafter known as TXGA.
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.
The office of the Corporation shall reside in the same county in the State of Texas as the Finance/Compliance Director.
Any individual shall be eligible for membership, provided they agree to abide by the bylaws and rules of the Organization.
(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.
(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 1st and expire on December 31st. 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
No person shall be denied membership or participation in TXGA activities unless the Board of Directors finds by a two-thirds majority vote that they have performed actions that are severely detrimental to the purposes, organization, or reputation of TXGA.
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.
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.
(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.
Quorum for the Board will be set at a two-thirds of the positions filled, rounded to the nearest whole number.
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.
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.
(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.
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.
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.
(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.
(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.
(a) Executive Committee
(c) Vice President
(d) Regional Representatives
(e) Finance/Compliance Director
(f) Membership Director
(g) Education Director
(h) IT Director
(I) Events Director
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.
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.
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.
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.
(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:
(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:
(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:
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:
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.
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.
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.
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.
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.
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.
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.