BY-LAWS OF

LONE STAR COUNCIL

CREDIT PROFESSIONALS INTERNATIONAL

ARTICLE I

NAME

The name of this association shall be The Lone Star Council District VIII, affiliated with Credit Professionals International (also known as CPI).  A not-for-profit corporation: incorporated under the State Laws of Illinois, May 1955.

ARTICLE II

PURPOSES

The purposes of this association shall be to (a) develop a closer contact among credit persons; (b) maintain friendly relationships between credit departments of the various firms and businesses represented by the members; (c) to stimulate education in the practices and procedures of credit; (d) to encourage and promote the organization of similar associations – all of which shall be non-sectarian, non-partisan and non-political.

ARTICLE III

MEMBERSHIP

Credit Professionals International does not practice any discrimination based on race, color, religion, sex, age, national origin, or handicap.

Section 1. Class of Members.

Class A. Local

1. Individual

Class B. International

1. Direct

Section 2. Qualifications.

Class A. Local Association.

Membership shall be comprised of persons employed with or retired from entities providing and/or using financial, credit or collection services.  They shall enjoy all privileges of membership, including that of voting and holding office.

Class B. International.

Membership shall be comprised of persons employed with or retired from entities providing and/or using financial, credit or collection services.  They shall enjoy all privileges of membership, including that of voting, except that of holding office.

Section 3. Election of Members.

1. Members shall be elected by the respective affiliated associations, as provided in Article VI hereof, which associations have been accepted by this District.
2. Membership shall be held in only one local association of Credit Professionals International.

Section 4. Corporate Voting Rights.

1. Each member shall be entitled to one vote for bylaws changes and election of officers.
2. Voting information and ballots will be mailed to all members at least 60 days before the annual meeting.
3. Voting can be done by mail, fax, electronically or at the annual meeting.
4. All votes sent by mail, electronically or fax must be received by the CPI corporate office at least five (5) business days before annual meeting.

Section 5. District Voting Rights.

On each matter submitted to a vote of the members by the district, the following have voting rights:

1. Each member of District 8 in attendance at the District meeting, whose dues have been paid to District and to International, shall be entitled to one vote.
2. No member may be represented by proxy.

ARTICLE IV

MEETING OF MEMBERS

Section 1. Annual Meeting.

An annual meeting of the members also sometimes referred to as the annual conference shall be held for the purposes of electing officers and for the transaction of such other business as may come before the meeting.  If the election of officers shall not be held on the day designated for annual meeting or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members entitled to vote for officers, called as soon thereafter as may be convenient following the annual meeting.  Annual reports of the officer shall be given and the transaction of general business of the District shall be considered. Notices of annual meeting shall be mailed to all associations at least 30 days before the time of meeting.

Section 2. Special Meetings.

The President, Board of Directors, or not less than one-tenth of the members having voting rights may call special meets of the members.  The board of Directors may designate any place, as the place of meeting for any special meeting called by the Board of Directors.

Section 3. Notice of Meetings.

Written or printed notice stating the place, day, and hour of any meeting of members other than the annual meeting shall be delivered either personally or by mail to each member entitled to vote as such meeting no less than 20, or more than 40 days before the date of such meeting by or at the direction of the President, or Secretary, or the officers or persons calling the meeting.  In case of a special meeting, or when required by statute, or by these Bylaws, the purpose for which meeting is called shall be stated in the notice.  If mailed, the notice of a meeting shall be deemed delivered when deposited in the mail addressed to the member as it appears on the record of the District with postage thereon prepaid.

Section 4. Quorum.

The quorum for an annual meeting or conference shall consist of  5% of the voting membership or a minimum of 3 (three) voting members.  If a quorum is not present at any such meeting, a majority of the members present may adjourn the meeting form time without further notice.

Section 5. Regular Meetings (Local)

Each Local CPI Association shall hold regular meetings, which include educational programming.

ARTICLE V

AREAS

Section 1. District

This district shall comprise the State of Texas .

Section 2.

The District President automatically becomes a Director of Credit Professionals International by virtue of the office.

Section 3.

The Board of Directors of the District shall conduct the business of the District.

Section 4. District Membership

Members of the District shall be those members in good standing of each local association and Direct CPI members in good standing with the District.

Section 5. The District Charter.

Issued by the corporation, shall be kept and maintained by the District officers at all times in good standing and in conformance with the terms and provisions of the Bylaws of Credit Professionals International and with duly adopted rules, regulations, and requirements of the corporation.

ARTICLE VI

BOARD OF DIRECTORS

Section 1.

Its Board of Directors, which shall consist of the elected officers, the respective local association presidents or the alternate for the association president, and the District past presidents shall manage the affairs of the District.  The local association presidents are members of the Board of Directors by virtue of having been elected and qualified.

Section 2.

The number of directors shall not be less than the number of associations for the District, together with the elected officers.  Each director shall hold office until the next annual meeting or until successors shall have been elected and qualified.

Section 3. Meetings

The Board of Directors shall hold one regular meeting yearly to outline the work of the year.

1. The Board of Directors may provide, by resolution, the time and place, for the holding of   

Additional regular meetings of the Board upon such notice, as they shall determine.

Section 4. Special Business

Any special business deemed necessary to be transacted with the presence of the Board of Directors at one meeting place and date may be transacted by mail, provided each member of the Board of Directors receives written copy of the business to be transacted, and the action of a majority of the board shall be sufficient to decide any such questions so presented.

Section 5. Special Meetings.

Special meetings of the Board of Directors may be called by or at the request of the President or any two directors.  The person or persons authorized to call special meetings of the board may fix any place, as the place for holding any special meeting of the Board called by them.

Section 6. Notice.

Notice of any special meeting of the Board of Directors shall be given at least 20 days previously thereto by written notice delivered personally or sent by mail or any Electronic means to each director at their address as shown by the records of the District.  If mailed, such notice shall be deemed delivered when deposited in the mail in a sealed envelope so addressed, with postage thereon paid.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waive of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, not the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of such meeting unless specifically required by law of by the Bylaws.

Section 7. Quorum.

A majority of the Executive Board shall constitute a quorum with a minimum of three (3) board members present.  Voting can be completed by phone, in person or electronically.for the transaction of business at any meeting of the board.  If a quorum is not present at any such meeting, a majority of the members present may adjourn the meeting from time to time.

Section 8. Manner of Acting.

The act of a majority of the Directors at a meeting at which a quorum is present shall be the act of the Board of Directors except where otherwise provided by law or by these Bylaws.

Section 9. Vacancies.

The Board of Directors shall fill any vacancy occurring in the Board of Directors, or any directorship, if the vacancy occurs in the offices and shall be filled by the local association if the vacancy occurs in an association president.  A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in the office.

ARTICLE VII

OFFICERS

Section 1. Eligibility.

Officer must be a regular member in accordance with Article III, Section 1.

1. The elected officers of this association shall be at a minimum, a President, and a Secretary/ Treasurer.  The local association can choose to elect additional officers.
2. Installation of new officers for local associations shall be held in April of each year.
3. Eligibility to the office of President shall be dependent upon serving as a member in good standing of a local chapter within this district.

Section 2.

A President and a Secretary/Treasurer may be elected in accordance with the provisions of this article.  The Board of Directors may elect or appoint other officers, as it shall deem desirable.

Section 3. Election and term of Office.

The officers of the District shall be elected annually by the membership, in accordance with LSC-CPI Standing Rules #19 Committee Duties- Nominating Committee, at the regular annual meeting.

1. If the election of officers shall not be held at such meeting, such election shall be held as soon there after as conveniently may be.
2. Each officer shall hold office for one year or until a successor shall have been duly elected and shall have been duly qualified.  A period of six months shall constitute a term.  There may be occasions when an office may serve for two years.

Section 4. Removal.

The Board of Directors may remove any officer or agent elected by the membership, in accordance with Article IV, Section 1, or appointed by the Board of Directors whenever, in its judgment, the best interest of the District would be served thereby.

Section 5. Vacancies.

If any office, except that of President, becomes vacant during the year, a successor to fill the unexpired term shall be named by the Board of Directors.  The Vice President, Secretary or Treasurer shall fill a vacancy in the Office of President for the unexpired term.

Section 6. The President Shall:

1. Be the principal executive officer of the district and shall, in general, supervise all of the business and affairs of the District.
2. The president shall preside at all meetings of the members and of the Board of Directors.
3. The President agrees to utilize the committee chairs from Alamo CPI as long as there is only one club in our district and shall be an Ex-Officio member of all committees, except the Nominating Committee.
4. Shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.
5. Act as the Public Relations liaison between District and International.
6. Act as the Career Club President if they are a member.  If not the highest ranking career club officers will reside over the Career club members. 

Section 7. Vice President.

In the absence of the President or in the event of inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice President shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.

The Vice President shall act as Extension, Membership and Education chairperson and as the Legislation representative.

The duties of the Secretary shall be to keep the minutes of all Board and Annual meetings, installation of officers, and perform such other duties as may be assigned by the President, and the Board of Directors or required by law or otherwise prescribed in these Bylaws.  If for any reason the Treasurer is temporarily unable to act, the Secretary may issue and sign checks countersigned by the President.

The Secretary shall act as Future Planning, First timer and Memorial Service chairperson.

Section 9. Treasurer.

If required by the Board of Directors, the Treasurer will give a bond for the faithful discharge of duties in the sum and with such surety as the Board of Directors shall determine.  The Treasurer shall receive all funds belonging to this organization and deposit same in bank; and shall pay out such monies when accompanied with a receipt or itemized statement up to the amount allocated in the approved budget.  The Treasurer shall pay any monies as or are authorized by the Board in reallocation in funds under the budget if necessary.  The Treasurer shall perform all duties incident to the office of Treasurer such other duties as from time to time may be assigned by the Board of Directors.

The Treasurer shall act as Pin & Emblem and Plaque chairperson.

Section 9a.

The President shall countersign all checks and approve all bills to be paid by the Treasurer.  The Treasurer shall prepare the membership cards and forward to the President for signature.  The Treasurer shall submit to the President monthly a statement showing the true financial condition of the association. The Treasurer’s books shall be closed thirty days before the annual meeting and audited before the annual meeting by a committee appointed by the President.  The Treasurer shall present a written report to the President thirty days before the annual meeting; and shall submit a copy of this report supported by a supplementary update report at the annual meeting.

ALL OFFICERS EXCEPT THE TREASURER SHALL DELIVER TO THE SUCCESSOR AT THE ANNUAL MEETING ALL RECORDS, BOOKS, PAPERS AND OTHER PROPERTY BELONGING TO THE OFFICE.

The Treasurer shall endeavor to deliver to the successor all funds and/or securities and records within thirty (30) days following the date of the post-annual board meeting.

Section 10. Corresponding Secretary.

The Corresponding Secretary shall be appointed by the President and should reside in the same city as the President.  The Corresponding Secretary shall conduct any such correspondence as is authorized and shall perform such other duties as from time to time may be assigned by the President.

Section 11. Conference and Organization Expense.

1. The Registration of the President and the Secretary to the annual District meeting shall be paid from the funds of the association.
2. The President of this association, or because of absence, an officer authorized by the Board of Directors, attending the annual International Conference shall be in receipt of the expenses as such attendance from the funds of this association as authorized by the Budget.
3. The Vice President of this association or because of absence, a designated alternate authorized by the Board of Directors, attending the annual International Board of Directors meeting shall be in receipt of the expenses of such attendance from the funds of this association as authorized by the Budget.
4. The expenses of the Extension and Membership-Chairman in connection with the Organization of new associations shall be governed by the annual budget.

     ARTICLE VIII

COMMITTEES

Section 1.

The President agrees to utilize the committee chairperson from Alamo CPI as long as there is only one club in our District. The chairperson shall select the other members of the committees.

Section 1a. Standing Committees.

The President shall utilize the chairperson from Alamo CPI unless otherwise herein specified, and shall be approved by the Board of Directors at the Post-Conference Meeting.  The chairperson shall select the members serving on their committees.  The duties of the committees are outlined in the Standing Rules.

The following committees will no longer be supported or utilized at District level as long as there is only one club in the District.

• Publication
• Advisory
• Historian
• Yearbook & Bulletin

The following committees will be supported and combined with Alamo CPI committees as long as there is only one club in the District.  Members agreeing to serve on these committees will support both club and District.  

They are:

• By-laws
• Nominations
• Budget
• Scholarship
• Special meetings
• Audit
• Ways & Means
• CPI of the Year
• Education, Extensions & Membership
• FCRA
• Conference

Section 2. Removal.

Any member of a committee may be removed by the person or persons, authorized to appoint such member whenever, in their judgement, the best interest of the District shall be served by such removal.

Section 3. Term of Office.

Each member of a committee shall continue until the next annual meeting of the members of the District and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to quality as a member thereof.

Section 4. Vacancies.

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 5. Quorum.

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at meeting at which a quorum is present shall be the act of the committee.

Section 6. Rules.

Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE IX

FISCAL YEAR

THE FISCAL YEAR OF THE DISTRICT SHALL BEGIN ON THE FIRST DAY OF June AND END ON THE LAST DAY OF May EACH YEAR.

ARTICLE X

DUES

Section 1. Annual Dues.

The annual dues of the District shall be $15.00 per person per year; this includes each association member as well as any direct CPI member.

Section 2.

Dues shall be due, payable in advance by the first day of October, and delinquent after October 31^st in each year.  Monies submitted to the corporate office must be in U.S. dollars.

Section 3. Default Termination of Membership.

When any member of any class shall be in default in the payment of District dues for a period of six (6) months from the beginning of the period for which such dues become payable, the membership shall be automatically terminated.

Section 4.

District annual dues for Past International Presidents are to be waived.

ARTICLE XI

PARLIAMENTARY AUTHORITY

The rules contained in ROBERT’S RULES OF ORDER, NEWLY REVISED, shall govern the District in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

ARTICLE XII

AMENDMENTS TO BYLAWS

THESE BYLAWS MAY BE ALTERED, AMENDED OR REPEALED AND NEW BYLAWS MAY BE ADOPTED BY TWO-THIRDS OF THE VOTING DELEGATES AT ANY REGULAR MEETING PROVIDED THAT AT LEAST THIRTY (30) DAYS WRITTEN NOTICE IS GIVEN TO ALTER, AMEND OR REPEAL OR TO ADOPT NEW BYLAWS AT SUCH MEETING.

ARTICLE XIII

DISSOLUTION CLAUSE

The Board of Directors of District 8 shall call a special meeting of its members (members of the Board of Directors) for the purpose of considering dissolution.  After a 2/3 vote in the affirmative, the Board shall recommend to the membership a plan to dissolve District 8.

A special meeting of the membership shall be called to consider the plan of dissolution. The notice of the meeting, stating the purpose, shall be mailed by the President to all the voting members at least 60 days prior to the date of the meeting.  Upon the approval of the Plan of Dissolution and Liquidation by the affirmative vote by two-thirds (2/3rds) of the voting members of District 8, the Board of Directors of District 8 shall have the authority and power to dissolve and liquidate the district in accordance with the approved Plan of Dissolution and Liquidation.

The Plan of Dissolution and Liquidation shall provide for the payment of all liabilities, debts, obligations and expenses of District 8, including but not limited to the expenses of dissolution and liquidation.  In addition, the Plan of Dissolution and Liquidation shall specify that any assets of District 8 remaining after the payment of said debts, liabilities, obligations and expenses shall be paid to and among such other corporations, foundations, and other organizations organized and operated exclusively consistent with the purposes and operations of Credit Professionals International.