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A. Composition, Rights and Responsibilities
1. Board Composition. The Board of Directors shall include the Officers, the State Representative, the Advisors and other Board members as shown in the local Chapter Operating Handbook.
2. Authority. The Board of Directors shall have the power to conduct the business of the Chapter as defined in these Bylaws with the approval of the membership.
3. Authority Boundaries. All resolutions and actions that do not fall within the assigned duties of the Board of Directors or are not assigned by these Bylaws will be presented to, and voted upon by a quorum of the general membership at a duly called and convened general membership meeting.
4. Nomenclature. The term “Board” when used in these Bylaws in relation to any power or duty requiring collective action, means “Board of Directors.”
5. Eligibility. All Board members must be Texas Master Naturalist Members or Certified Texas Master Naturalists in “Good Standing” at the time of election. The only exception is that the Advisor(s) does not have to be a Texas Master Naturalist. “Good Standing” is defined as current in dues and in compliance with Master Naturalist Code of Ethics and Standards of Conduct.
6. Voting. All members of the Board have full voting privileges. Resolutions or actions of the Board of Directors shall be effective if passed by the majority vote (or 2/3rd if applicable) of those Board members present at a duly called and convened meeting of the Board of Directors, subject, however, to the quorum requirements listed in Article VII – “Meetings “.
7. Compensation. Board members will receive no compensation for serving on the Board other than expenses that are approved by the Board.
B. Executive Committee
1. Composition. The Executive Committee shall include the Officers of the Chapter.
2. Authority. In the event that Board action is required before a Board meeting can be called or the matter does not warrant calling a special meeting, the Executive Committee may take action with the same authority and boundaries as the Board. Such action must be reported to the entire Board within one day of taking the action.