A. Qualification for Membership
Membership in the Texas Restaurant Association automatically provides membership In this chapter. Membership In this organization may be acquired only by joining the Texas Restaurant Association.
B. Nature of Membership
The members of this Association function as a chapter of the Texas Restaurant Association.
The government of the Association shall be vested in Its officers and Board of Directors which shall be composed as follows:
(1) Officers: The President, Senior Vice-President, two Vice Presidents , a Secretary and a Treasurer, all of whom shall be nominated and elected as provided for in these By-Laws; and
(2) Members of the Board of Directors who shall be nominated and elected as provided for in these By-Laws and who shall serve the Chapter in an advisory capacity in accordance with state policy.
The Board of Directors shall have the power vested in it to carry on all business and other affairs of the Sabine Area Restaurant Association in accordance with the Articles of Incorporation and these By-Laws.
A. Regular Meetings
The Association shall meet a minimum of six times a year at such times and places as may be selected by the Board of Directors; provided, that notice thereof shall be sent out to all members not less than ten days prior to the time chosen.
B. Special Meetings
Provided that five days notice showing the purpose of the meeting is sent to all members of the Association, Special meetings may be called in the following manner:
( 1) By the President, or
(2) By the Board of Directors, or
(3) By the President upon petition of five percent of the members of the Association In good standing.
Regular members in good standing in attendance at any meeting for which notice has been given as above provided shall constitute a quorum at any meeting of the Association and a majority vote of those present at a meeting where a quorum exists shall be final.
A. Board of Directors
1. Number: All Chapter officers are members of the Chapter Board of Directors and should be considered for the purpose of determining the Board's size which shall be not less than five nor more than fifteen if the Chapter size is less than 200 members or, if the Chapter size is 200 or more, not less than ten nor more than twenty-five.
2. Nominating Committee: The President shall appoint a Nominating Committee of three members, with two nominations being proposed for each vacancy to be filled. One member shall be designated by the President as Chairman.
3. Further Nominations: Further nominations may be made from the floor provided such nominations are submitted in writing to the Chairman of the Nominating Committee 30 days In advance of the meeting at which the election is to be held.
4. Contests: All contests of election, whether between two or more members or on the basis of qualifications as hereinafter stated, shall be decided by a majority of the quorum at the meeting.
5. Successive Terms: At least 60 percent of the total number of Directors must be regular members; the remaining Directors may be associate members. No Director may serve more than four consecutive one-year terms.
1. Number: The elected officers of the Association shall consist of a President, a Senior Vice President, two Vice Presidents, a Secretary and a Treasurer.
2. Term: The officers shall be elected for a term of one year.
3. Voting Power: Each officer and member of the Board shall have one vote for each office election. The President, however, shall vote only in case of a tie.
4. Term of President: The President may hold office for a successive term but shall not serve for more than 24 consecutive months.
5. Beginning of Terms: The term of each Director and/or officer shall begin upon adjournment of the Annual Meeting of the Texas Restaurant Association.
6. Vacancy: Vacancies in any office or any Board membership shall be filled as provided in these By-Laws.
7. Secret Ballot: Elections may be by secret ballot upon the request of any member in attendance.
A. President: The President is the Chief Executive Officer of the Chapter performing all duties expected of the office and required by the Constitution, the By-Laws and the Board of Directors. The President shall be a member, ex-officio, of all committees, shall act as the liaison between the local chapter and the TRA and be a voting member of the TRA State Board of Directors. In addition, the President shall:
1. Attend the Presidential Indoctrination along with the incoming Senior Vice President.
2. Meet with fellow Officers on an individual basis during the summer and review job responsibilities for the year.
3. Meet with Incoming Officers as a group during the summer to discuss common problems and goals.
4. Prepare written agenda for monthly Board meetings and distribute to Board members at least seven days prior to meeting.
5. Conduct all general membership meetings and monthly Board meetings.
6. Be overall coordinator of his Chapter.
7. Act as a member, ex-officio, of all committees.
8. Report or cause to have a report made to the local chapter on the actions of the preceding State Board meeting.
9. Communicate opinions, suggestions, criticismsm, attitudes and comments of the local membership to the TRA Board of Directors.
10. Ensure that the Treasurer is bonded.
11. Be familiar with the Constitution and By-Laws of TRA and enforce all rules of TRA.
12. Assume a leadership role as he represents the restaurant industry on a local level.
13. Hold a minimum of six Chapter meetings during the year. The Board of Directors meeting can be at other times.
a. Keep meetings concise and to the point.
b. Present at each Chapter meeting to the general membership the State Board member report on activities on the State level.
14. Advise the Austin office of TRA and all local media of any honors received by the Chapter members or Officers.
15. Co-sign all checks along with the Chapter Treasurer.
16. Appoint committee Chairmen and members.
17. Send annual financial statement to the Austin office of TRA at the end of term of office.
18. Serve as a voting member of TRA State Board of Directors.
In the absence of the President, the Senior Vice President shall perform all the duties of the President and in the absence of both the President and Senior Vice President, either of the two Vice Presidents shall perform all the duties of the President, and shall perform such other duties as may be directed by the President.
The Secretary shall conduct correspondence with members and others, prepare the minutes and historical records of the Chapter, maintain contact with all activities of the Chapter, supply information to the officers and perform other duties usual to the office of an organization secretary under the advisory supervision of the President and the Board. In addition, the Secretary shall:
1. Record minutes for all meetings.
2. Handle the correspondence of the Chapter, Including letters, flowers, etc.
3. Print and distribute Board meeting agenda.
4. Handle the roll call at the Board of Directors meetings and keep the President apprised of Directors' attendance and voting rights.
a. Two consecutive absences by any Director constitutes a loss of voting rights at a Board meeting and that voting right can only be reinstated after the Director attends one complete Board meeting.
b. Send a copy of the minutes from each Board meeting to the Austin office Immediately.
5. Assist the Treasurer in collecting monies and selling tickets.
6 . Provide roster of Chapter Officers and Directors to TRA In Austin Immediately after their election (names and addresses).
The Treasurer is responsible for the handling and reporting of all financial transactions and prepares financial statements for the Board and the membership at specified times. This is a very Important job as all bills must be handled properly in order to maintain the good image of the local Chapter. In addition, the Treasurer shall:
1 . Be responsible for all incoming monies and money on hand, paying all bills and maintaining proper records of same, Including special functions of the Chapter.
2. Prepare a financial statement of Incoming cash, checks paid, and correct balance in writing for presentation at each Board meeting, and send this information on a regular basis to the State Office upon Its approval by the local Board.
3. Prepare annual financial statement for President to submit to the TRA office in Austin at the end of the President's term.
4. Co-sign all checks along with the President.
5. Be responsible for the printing of tickets, handling of ticket sales at all meetings, handling of all billings and recording of ticket distribution to Board members.
6. Be responsible for bringing petty cash to all general membership meetings and special functions.
7. Be bonded.
All elected officers of the Association shall serve without compensation; provided, however, that the Board of Directors may in its discretion pay travel expenses of the President.
A. Calling of Meetings: Meetings of the Board of Directors shall be called:
(1) At the discretion of the President, or
( 2) By the President upon the written request of any of the Board members: provided, however, that a notice, naming the time and place, is sent to each Board member at least five days prior to the time of the meeting. This five days' notice of meetings may be waived In cases where the need of an "emergency" meetinh Is felt by the President, but at such an "emergency" meeting no business may be discussed except that which directly relates to the emergency for which said "emergency" meeting Is called.
A majority of the members on the Board of Directors shall constitute a quorum, and a majority vote of those present at a meeting where a quorum exists shall be final.
(1) OFFICERS - In the event of a vacancy in the office of the President, the Senior Vice President shall succeed In office for the remainder of the term. In the event of a vacancy In the office of the Senior Vice President, the two Vice Presidents, the Secretary or the Treasurer, the Board of Directors shall appoint a member to fill such vacancy for the remainder of the term.
(2) MEMBERS OF THE BOARD - In the case of vacancies occurring on the Roa ref of Directors, the Board shalI request a list of recommendations from the membership and the remalning members on the Board shall from that list elect a Director, by majority vote at any meeting, to serve until the next Annual Meeting of the Texas Restaurant Association. This shall be considered a full year term.
(1) Any member or officer of the Board of Directors who misses two consecutive meetings of the Board shall lose voting privileges on the Board; provided, however, that such voting privileges may be reinstated subsequent to attendance at one full Directors' meeting.
(2) In the event of unexcused and prolonged absence, the President may declare a vacancy to be filled as provided above.
The President may establish committees thought by him to be necessary or advisable to facilitate the operation of the Association.
The majority of the members appointed on any committee shall constitute a quorum and a majority vote at a meeting where a quorum exists shall be final.
The Sabine Area Restaurant Association may adopt a Code of Ethics which shall not be changed except In the manner provided for amendment of these By-Laws.
Each member shall be entitled to display a Texas Restaurant Association emblem and other indicia of membership In the kind and form and under such terms as the Board of Directors of the Texas Restaurant Association may from time to time designate. The current emblem and other indicia of membership will be sent each member annually upon payment of his membership dues to the Texas Restaurant Association. If such dues are not paid within 30 days of the due date, the member shall be declared delinquent.
The order of business at all meetings of the Association and the Board of Directors shall be:
(1) Roll Call to ascertain the presence of a quorum.
(2) Approval of minutes of previous meeting.
(3) Reports of Officers.
(4) Reports of Committees.
(5) Unfinished Business.
(6) New Business.
But this business order may be altered at any meeting by a majority vote of the members present. The meeting of the Association and the Board of Directors shall be governed by Robert's Revised Parliamentary Practice when not otherwise expressly provided for in the Articles of Incorporation and By-Laws.
A. Majority Vote: The Articles of Incorporation or Ry-Laws may be amended, repealed or altered by a majority vote of a quorum of members at any Regular Meeting or at a special meeting. The Board of Directors- shall submit questions on amendment, repeal, or alteration:
(1) At its own discretion, or
(2) Upon the request of five percent of the members in good standing.
B. Other Business. No other business except the proposed amendment, repeaI, or aIteration may be conducted at any special meeting called for that purpose, and further provided that no special meeting will be held within ninety days of the Annual Meeting of the Texas Restaurant Association.
C. Notice . Notice of proposed amendment shall be given to each member at least ten days prior to the submission of the amendment, repeal, or alteration to the membership.
WHEREAS, we, the Members of the Sabine Area Restaurant Association, stand united In our conviction that in dealing with the patronizing public there is a definite need for a restaurant where Integrity means more than profit, where "Service, Quality, and Sanitation" mean more than volume; and where honesty is a true standard of sales and service.
NOW, THEREFORE, we, the Members of the Sabine Area Restaurant Association, do bind ourselves in fraternal bond with the adoption of this Code of Ethics, with each and every Member, together and alone, agreeing that each will:
1. Employ honesty and Integrity In the pricing and performance of all sales and service;
2. Maintain the business in accordance with the standards of "Service, Quality and Sanitation" of the Texas Restaurant Association, and in compliance with the Constitution and By-Laws of the Texas Restaurant Association and with the Articles of Incorporation and By-Laws of the Sabine Area Restaurant Association.
3. Strive continually to promote education, progress, fraternity and dignity of the Industry In order that the patronizing public may be better served;
4. Endeavor to expose all schemes to defraud the public and to aid in the prosecution of those responsible, including suspension or expulsion of any member of this Association found to he involved;
5. Encourage the American system of free enterprise throughout the industry and oppose all invasions of our rights as private independent business men and women.