CONSTITUTION AND BY-LAWS
Texas Mid-Cities Clown Alley #85
Revised June 2013
ARTICLE I – IDENTIFICATION
Section 1 – Name
The name of the alley is Texas Mid-Cities Clown Alley.
Section 2 – Mission Statement
Texas Mid-Cities Clown Alley exists as a charitable, non-profit service organization promoting member
education and general public awareness for the art of clowning. Our focus is preserving and improving the profession of clowning through member support and training in all performance disciplines. Mid-Cities Alley includes clowns from across the DFW Metroplex who are willing to uphold the Code of Ethics of Clowns of America International Inc. (COAI), and contribute time and talents to worthwhile charitable causes.
Section 3 – Principle Office
The principle office of the Texas Mid-Cities Clown Alley shall be located at the residence of the secretary.
Section 4 – Fiscal Year
The fiscal year of Texas Mid-Cities Clown Alley shall be the calendar year.
Section 5 – Purpose
The purpose of the Texas Mid-Cities Clown Alley shall be to promote goodwill, preserve and improve the
profession of clowning and to educate its members and the general public in the wholesome and clean
entertainment that is provided by the profession of the Art of Clowning.
Said organization is organized exclusively for charitable and educational purposes, including, for such
purposes, the making and contributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of the propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code or shall be distributed to the federal government, or to a state or local government, for public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposed or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 6 – Logo
The logo of Texas Mid-Cities Clown Alley shall be in the form of a Cowboy with the description as follows:
Hat Bright red with white band around hat tap;
Bow Tie Size big and yellow/gold in color;
Eyes/Brow Royal Blue;
Boots/Cane/Spurs Royal Blue;
Nose/Mouth Outlined in bright red with center white;
Face/Gun/Holsters/Hands Outlined with royal blue with center of each white;
Ruffle Around hand outlined in bright red with center white;
Buttons/Dots on Pants Outlined in royal blue with white inside of each;
ARTICLE II – MEMBERSHIP AND MEETINGS
Section 1 – Membership
All prospective members must submit an application for membership that sets forth their home address, age, clowning experience and a statement for their reasons for wanting to be associated with the Texas Mid-Cities Clown Alley. All members must join COAI immediately upon becoming a member. Applicants must also have a sponsor who is a member of Texas Mid-Cities Clown Alley in good standing. Membership may be revoked by one of two methods: 1) two-thirds majority of votes by voting members present at a regular meeting, or 2) unanimous vote by the Board of Directors.
Section 2 – Associate Members
The associate members of Texas Mid-Cities Clown Alley need not belong to Clowns Of America International, Inc. but be willing to uphold the Code of Ethics of America International Inc. Membership dues are the same for associates as for regular members. Associates cannot hold office and do not have voting privileges, but will have all other privileges.
Section 3 – Youth Members
Youths between the ages of 10 -16 may join for the regular fee. Junior members have all rights except to hold office.
Section 4 – Membership Dues
Membership dues will be on an annual basis. The amount of dues will be determined by the Board of
Directors. All dues are to be paid in the first month of the calendar year (January). Dues will be prorated for new members joining during the year. The amount of dues for new members will be equal to the number of months left in the year plus $3.00.
Section 5 – Meetings
The time and place of all meetings of the membership will be designated by the Board of Directors. The annual business meeting will be the January meeting. A special meeting may be called by any four (4) board members. All alley members must be notified at least two (2) weeks prior to the special meeting.
Section 6 – Quorum
A quorum shall consist of one-third of the voting members of Texas Mid-Cities Clown Alley present at a regular meeting or at least one-third of the voting members of the alley at a called meeting. Voting members are those members current on their Alley dues and COAI membership.
ARTICLE III – BOARD OF DIRECTORS
Section 1 – Number and Authority
The affairs of the Texas Mid-Cities Clown Alley shall be conducted and managed by a Board of Directors, who shall conduct the affairs of the alley. The board shall consist of eight members.
Section 2 – Qualifications and Election
Board members shall be the President, Vice President, Secretary, Treasurer, Sergeant at Arms, immediate past President of Texas Mid-Cities Clown Alley, and two (2) elected members and (1) alternate at large. The directors shall serve for a term of one (1) year, and shall be nominated in October, elected in November and installed in January of each and every year. Any member of the Board shall be qualified to succeed himself/herself one year in succession at the expiration of his/her term. Any member, excluding Associates and Youth members of Texas Mid-Cities Clown Alley may run for election to the Board of Directors. The term of office of the Board of Directors shall be from their installation at the December meeting held each and every year until the succeeding December meeting.
Section 3 – Successors to Texas Mid-Cities Clown Alley
In the event that Texas Mid-Cities Clown Alley shall cease to exist, the persons who are of the Board of
Directors at such time or remaining members of such board, even if less than a quorum, shall be authorized to sell all Texas Mid-Cities Clown Alley assets. After paying any existing liabilities, send all monies to be deposited in the treasury of Clowns of America International, Inc.
Section 4 – Vacancies
Any interim vacancy occurring for any reason on the Board of Directors may be filled by appointment of the Board of Directors. Membership shall be notified by newsletter and email of the interim appointment. At the next general meeting of the membership, a permanent replacement shall be made by majority vote of membership present.
Section 5 – Removal of Directors
Members of the Board of Directors, by two-thirds majority vote of membership shall have the power to
remove a Director who is incapable for any reason of performing his/her duties.
Section 6 – Quorum
At least one-half of the entire Board of Directors shall constitute a quorum for the transaction of business, provided all members of the Board were duly notified.
Section 7 – Voting
The vote of a majority of the members of the Board of Directors present at any duly constituted board meeting shall be sufficient to take any action, unless otherwise limited by these By-laws.
Section 8 – Meetings
Meetings of the Board of Directors will be held as deemed necessary by the president. Special meeting of the Board of Directors may be called by the President, either personally or by mail. Special meetings shall be called by like notice on a request of four (4) Directors.
ARTICLE IV – OFFICERS
Section 1 – Officers
The officers of Texas Mid-Cities Clown Alley shall consist of a President, Vice President, Secretary, Treasurer, Sergeant at Arms, and immediate past President of Texas Mid-Cities Clown Alley, plus two (2) elected Board members, one (1) alternate member at large and such officers or agents as deemed necessary by the Board of Directors. He/she shall attend unless excused by the President prior to the meeting. Board members must be members of Clowns of America International, Inc. and Texas Clown Association.
Section 2 – The President
The President shall be the chief executive officer of Texas Mid-Cities Clown Alley. He/she shall preside at all meetings of the Members and shall have a general active management of the affairs of Texas Mid-Cities Clown Alley and shall see that all orders and resolutions of the Board are brought before the membership. The President and Treasurer jointly shall execute in the name of Texas Mid-Cities Clown Alley all authorized deeds, mortgages, bonds, contracts or other instruments requiring an official signature, except in cases in which signing of execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of Texas Mid-Cities Clown Alley. The President shall appoint such committees, may be a member officiates of all such committees, and shall have the power and authority to perform all other duties incident to such office.
The President shall notify members of approaching meetings via Calling Post or other similar system at least two (2) days prior to meeting dates. The President may also use Calling Post for notification of other important events or information.
Section 3 – The Vice-President (Program Director)
The Vice-President, in the absence of the President, or in case of the disability of the President, shall perform the functions of the President. The Vice-President shall also organize the program and entertainment for the monthly meetings.
Section 4 – The Secretary
The Secretary shall be subject to the supervision and direction of the President and/or Board of Directors. He/she shall act as clerk of all meetings of Texas Mid-Cities Clown Alley, recording all notes, votes, and minutes of all proceedings. He/she will be responsible for maintaining a current membership roster, sending out certificates and applications, and recording time.
Section 5 – The Treasurer
The Treasurer shall be subject to the supervision and direction of the President and/or Board of Directors. He/she shall have custody of the alley funds and securities, keep full and accurate accounts of receipts and disbursements in books belonging to Texas Mid-Cities Clown Alley, shall deposit all monies and other effects in the name and to the credit of Texas Mid-Cities Clown Alley in such depositories as designated by the Board of Directors. He/she will be responsible for mailing or dispersing the membership cards of Texas Mid-Cities Clown Alley members. The treasurer shall prepare a monthly treasurer’s report for publication in the newsletter. If unable to attend a meeting, the treasurer will insure that all monies and records will be available to President and/or Board of Directors.
Section 6 – Sergeant at Arms
The Sergeant at Arms, under the direction of the presiding officer, will help to maintain order and the decorum at meetings. He/she will act as doorkeeper, direct the ushers, and will be responsible for the comfort and convenience of the assembly, including providing refreshments and cleaning the room after meeting. He/she may also maintain a staff or assistant, if necessary. The Sergeant at Arms shall ensure that all procedural matters not addressed herein shall be conducted by “Roberts Revised Rules of Order,” current edition.
Section 7 – Nomination
A nominating committee shall be appointed by the President in September, to nominate members for offices by the October meeting for the election in November. Members may be nominated for the office from the floor but nominee must be present at the meeting and agree to serve.
Section 8 – Election
All of the officers must be members in good standing of Clowns of America International, Inc. and Texas Clown Association and shall be elected by a majority vote of the membership present two (2) months prior to the annual business meeting in January of Texas Mid-Cities Clown Alley each year, except as set forth in Article III, Section 5 of the By-laws.
Section 9 – Installation of Officers
There will be installation of officers at the January meeting.
ARTICLE V – AMENDMENTS
Section 1 – General Authority to Amend
The By-laws shall be amended or altered by a two-thirds vote of the members then in good standing who are in attendance in person at any regular meeting or any special meeting called for that purpose provided fifteen (15) days written notice is given to the membership. Any changes to by-laws will be published in the monthly newsletter.
ARTICLE VI – MISCELLANEOUS
Section 1 – Contracts, Checks, Notes, Etc.
All contracts, agreements, all checks, drafts, notes, bonds, bills of exchange, and orders of payment of money shall, unless otherwise required by law or permitted by these by-laws, be signed by the President or Treasurer.
Section 2 – Books and Records
Correct and complete books and records of accounts and transactions and minutes of the proceedings of the members and Board of Directors shall be kept by Texas Mid-Cities Clown Alley. The President of Texas Mid-Cities Clown Alley shall cause to be prepared annually a full and correct statement of affairs of Texas Mid-Cities Clown Alley, including a balance sheet and financial statement of the operations for the preceding fiscal year, which shall be submitted annually to the principal place of business of Clowns of America International, Inc. and all records and statements required to maintain 501 (c)(3) status will be filed by the Treasurer to the Internal Revenue Service.
Section 3 – Protection of Officers and Employees
Each officer, director and employee of Texas Mid-Cities Clown Alley shall be indemnified by the alley expenses reasonably incurred by him/her in connection with any action, suit, or proceedings not which he/she shall may (shall or may?) be party reason of his/her being or having been an officer, a director or employee of Texas Mid-Cities Clown Alley, except in relation to matters as to which he/she shall be finally adjudged in such action, suit, or proceedings, to have been derelict in the performance of his/her duty as officer or director or employee; and the foregoing right to indemnification shall not be exclusive of other rights to which he may be entitled.
Section 4 – Compensation
No member of Texas Mid-Cities Clown Alley or its Board of Directors shall receive any compensation for
serving as an officer or member of the Board of Directors of Texas Mid-Cities Clown Alley; provided, however, that any reasonable expense incurred as a result of performing the duties of any officer or member of the Board shall be reimbursable only with approval of majority vote of the Board of Texas Mid-Cities Clown Alley Directors.
Section 5 – Appointed Positions
The Board of Directors will appoint members to positions including but not limited to Historian, Newsletter Publisher, Social Media Master, and Webmaster. The Historian will be responsible for maintaining Alley records including official documents, newsletters, photos, and other memorabilia. The president will designate a member to complete required reports such as annual reports to COAI and TCA, and reports to the Internal Revenue Service.
The University of Texas at Arlington Instructor shall apply in writing for available position. Once accepted, instructor will hold position for as long as mutually agreeable to both parties; termination of contract requires thirty (30) days’ notice by either party.
Section 6 – Phone List
It will be the intention of Texas Mid-Cities Clown Alley to protect the phone list of our members. Texas Mid-Cities Clown Alley will never sell or release our phone list, mailing addresses, or e-mail list for purposes of solicitation.