BYLAWS OF

LASA ROBOTICS ASSOCIATION, INC.

Article One
Name

This corporation is, and shall be known as LASA Robotics Association, Inc. The administrative office shall be located at 7309 Lazy Creek Drive, Austin, Texas, Travis County. The corporation shall be a non-profit corporation.

Article Two
Purpose

The corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding sections of any future federal tax code. The primary purpose of the Corporation, subject to the limitations herein provided, is providing support to the LASA Robotics Team. The term support shall include, but is not limited to, adult support organization, educational opportunities, corporate contacts, and funding of the LASA Robotics Team.

Article Three
Board of Directors

Section 1. General Powers.

The Board of Directors shall have all power necessary to carry out the purpose of the corporation, power to establish all committees which the Board of Directors in its sole discretion deems necessary and desirable, and power to confer upon any individual or committee such powers and authorities as the Board of Directors may deem advisable in the accomplishment of the purposes of the corporation.

Section 2. Number and Qualification of Directors.

The corporation shall have minimum of five (5) Directors and a maximum of fifteen (15). The number of Directors may be increased or decreased at the discretion of the members of the Board of Directors. The nomination of persons to fill vacated or newly created positions on the Board of Directors shall be presented to the Board by any person present at the Assembly. The Assembly shall elect the new board member by simple majority vote.

Each director shall be a resident of the Austin, Texas metropolitan and surrounding area.  The term of office shall be for one (1) year. A person is limited to serving six terms upon the Board of Directors.

Section 3. Regular Meetings of the Board of Directors.

The Board of Directors shall hold regular meetings every other month or more frequently as needed at such time and place as is determined by the President. Notice of the time and place of each meeting shall be given to each Director by the Secretary in such manner as the President shall determine. Any Officer who fails to attend three (3) consecutive meetings may be subject to removal from the Board of Directors by vote of the Officers.  Meetings may be held by conference call.

Section 4. Special Meetings of the Board of Directors.

The President or any two (2) members of the Board may call special meetings of the Board of Directors for any purpose at any time. Notice of the time and place of such special meetings shall be given to each Director by the Secretary at least 48 hours before the time set for said meeting. Notice may be given by mail, by telephone, by email, or by personal contact with each Director.

Section 5. Quorum and Voting of the Board of Directors.

A quorum must be present at any meeting of the Board in order to transact the business of the corporation. A quorum is the simple majority of the Officers. Each Officer shall have one (1) vote. Any matter presented to the Board for action shall be determined on the basis of a majority vote of the members present provided a quorum is in attendance. In the case of a tie vote, the President shall be entitled to cast one (1) for the purpose of breaking the tie.

Section 6. Fees and Compensation of the Directors.

Members of the Board of Directors shall receive no compensation for serving as such.

Section 7. Removal from Office of the Board of Directors.

Members of the Board of Directors may be removed from the Board by a simple majority vote of all other members of the Board when the member to be removed has, in the opinion of the simple majority of the other members of the Board, engaged in conduct which is not in the best interest of the corporation and which, in the sole discretion of said simple majority Board members, is sufficient to warrant the removal of such person from the Board of Directors. Said member shall be notified seven (7) days in advance of any removal action.

Section 8. Vacancies on the Board of Directors.

The nomination of persons to fill vacated or newly created positions on the Board of Directors shall be presented to the Board by any person present at the Assembly. Any vacancy shall be filled by simple majority vote of the Officers.

Section 9. Duties and Powers.

The business affairs of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts as are not by statute or by the Articles of Incorporation or by these bylaws, proscribed. The Board of Directors may create and appoint committees to assist the Directors in the conduct of the corporation’s affairs.

Article Four
Officers

Section 1. General.

The officers of the corporation shall be elected by the simple majority vote of the Board of Directors at the beginning of the Fiscal Year. The officers shall be a President, a Vice-President, an Executive Director, a Secretary, a Treasurer, and one or more Parent Representatives. The same person may hold no two offices. The Board of Directors may, at its sole discretion, establish such other offices and officers, as may be necessary and desirable. Such other officers shall have such power and authority as may be conferred upon and delegated to such officer as the Board of Directors may deem appropriate.

Section 2. Vacancies.

Any vacancy in any office shall be filled by simple majority vote of the members of the Board of Directors and in any event by a date not later than 60 days from the date upon which the vacancy occurs.

Section 3. Removal of Officers.

By a simple majority vote of the Board of Directors at any meeting any officer may be removed when, in the opinion of the simple majority of the Directors, such officer has committed acts and engaged in conduct against the best interests of the corporation. The officer shall be notified seven days in advance of any removal action.

Section 4. Duties and Responsibilities of Officers.

The President shall preside at all meetings of the Board of Directors. The President shall have general charge of the operation of the corporation and shall perform such duties and have such powers, as the Board of Directors may by resolution deem appropriate.

The Vice-President shall perform all the duties of the President in the absence of the President. The Vice-President shall have such powers and perform such other duties, as the Board may by resolution deem appropriate.

The Executive Director shall be the liaison between the Board of Directors and the robotics team adult coach. Other duties shall include being the contact for school administrators and campus committees. The Executive Director shall have such powers and perform such other duties, as the Board may by resolution deem appropriate.

The Treasurer shall have general responsibility for the review of financial records, for the review of all tax or financial returns which must be completed in accordance with the requirements of federal and state law, shall review periodic financial reports submitted to the Board of Directors, and shall review the financial report for publication on an annual basis. The Treasurer will have general charge of all banking instruments. Financial reports will be provided at each board meeting. The Treasurer shall have such other powers and perform such other duties, as the Board of Directors may deem appropriate.

The Secretary shall record the minutes of all meetings and shall cause to be maintained in the books of the corporation a list of the members of the Board of Directors together with their addresses, e-mail addresses, and phone numbers. The Secretary shall notify the Board of Directors of all meetings authorized and called in accordance with the provision of these Bylaws. The Secretary shall have such other powers and perform such other duties, as the Board by resolution may deem appropriate.

A Parent Representative shall have those duties as may be designated from time to time to fulfill any remaining needs of the Board.  Parent Representatives shall have the same voting rights as other Officers.

Article Five
Operational Provisions

Section 1. Contracts.

The President in combination with the Treasurer may enter into contracts on behalf of the corporation for $500.00 or less. Contracts for more than $500.00 may be made on behalf of the corporation only upon the adoption of a resolution approving such contract and the terms thereof by a simple majority vote of the Board of Directors. The Team Coach may enter into contracts for $300.00 or less. All contracts made by the President, Treasurer, or Team Coach must be reported to the Board of Directors at the first regular meeting following the date upon which the contract is made.

Section 2. Checks and Other Drafts.

All checks, drafts or other instruments for the payment of money, notes or other evidences of indebtedness drawn or endorsed in the name of the corporation shall be signed by one of the following: President, Executive Director, Treasurer, or Team Coach.

Section 4. Exempt Property.

For the purpose of complying with Section 11.18 of the Texas Property Tax Code and qualifying the Corporation as a charitable organization entitled to an exemption from taxation of its buildings and tangible personal property, and pursuant to Section 11.18(f) of said Code, the Corporation pledges its assets for use in performing the Corporation’s charitable functions and directs that upon discontinuance of the Corporation by dissolution or otherwise, the assets of the Corporation shall be distributed or transferred according to Section 11.18(f)(2) of the Texas Property Tax Code, but only to the extent not inconsistent with the requirements of Section 501(c)(3) of the Internal Revenue Code, as amended.

Section 5. Books and Records.

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors and any committee having authority of the Board of Directors.

Section 6. Waiver of Notice.

Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act, or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof, in writing, signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article Six
Nondiscriminatory Policy.

LASA Robotics Association shall admit any person regardless of race, color, religion, and national or ethnic origin.

All meetings of the Board of Directors will be conducted in accordance with Robert’s Rules of Order Revised in all cases to which they are applicable and in which they are not in conflict with these By-Laws.

Article Eight
Amendments

 Section 1.  Effective Date and Adoption. 

These By-Laws shall become effective immediately upon their adoption at the regular meeting of the Association on August 24, 2009, and shall supersede any previous By-laws of the Association.  Further amendments to these By-Laws shall become effective upon such date or dates as may be provided in any resolution of the Board of Directors.

 Section 2. Amendments.

These By-Laws may be amended at any regular, special or annual meeting of the Board of Directors. Such amendments may be adopted only upon the simple majority vote of the members of the Board of Directors.