Our By-laws...

 

THE DALLAS ELECTRIC CLUB

CONSTITUTION AND BY-LAWS , March 2025

                                                                                                                               ARTICLE 1 - CLUB NAME

The name of this organization shall be Dallas Electric Club, (herein after referred to as “DEC”.

ARTICLE 2 - PURPOSE

 

2.1 The purpose of the DEC shall be:

             2.1.1   To provide its members the opportunity for good fellowship with other members and guests associated with the electrical industry through regularly scheduled meetings, events, and other opportunities such as tours, seminars, expos, conferences, and activities;

     2.1.2   To provide its members the opportunity to hear interesting, educational and entertaining presentations on subjects related to the electrical and energy industry, the local community or subjects of general interest and to provide such presentations without the commercial promotion of specific products or manufacturer/supplier companies; and,

            2.1.3   To provide the community with factual information concerning the production, supply, utilization, and conservation of energy.

 

 

ARTICLE 3- MEMBERSHIP 
  1. 3.1 Membership Requirements
    1. 3.1.1 Membership in DEC shall be determined without regard to race, color, religion, sex, or national origin and shall not be limited in number, it being desired that prospective members possess one or more of the following qualifications:
    2. 3.1.2 Shall be so engaged, either as professional engineers, manufacturer representatives, jobbers, dealers, agents, handlers or employees in the production, manufacture, sale, distribution, service or application of energy, electric current, electrical machinery, material, appliance, adjuncts or apparatus as that such engagement shall be their recognized business, occupation or vocation in the community
    3. 3.1.3 Shall be engaged in the teaching or study of some branch of electrical, or energy science or industry;
    4. 3.1.4 Shall own, control, manage or edit informational resoureces with special reference to the dissemination of information of news and technology information concerning energy, electricity or any of its branches or developments, or, which informational resources have special departments permanently devoted to such subjects;
    5. 3.1.5 Shall be members, in good standing, of any other electrical or energy organization, such as a club, league, society or association; and/or,
    6. 3.1.6 Shall be engaged locally in the profession of the architecture or in the business of erection or construction of new buildings in which electric current in any of its applications is to be used, or, in the reconstruction of buildings in which the electrical equipment of same is also to be reconstructed

 

  1. 3.2 Individual Members:  There shall be two (2) classes of individual members: “Active” and “Honorary”.
    1. 3.2.1 “Active” members shall be those members active in activities of DEC and have the following privliges:
      1. 3.2.1.1 Right to vote, hold offices, serve on the Executive and/or Standing Committees and/or attend executive meetings.
    2. 3.2.2 “Honorary” members shall be anyone admitted to the class of membership by vote of DEC Board of Directors, for a period of no more than 12 months.
      1. 3.2.2.1 Honorary members cannot vote, hold office, or serve on the Executive and / or Standing Committees and / or attend executive meetings.  All other privileges and benefits of DEC are open to Honorary members.

 

  1. 3.3 Corporate Members:  There shall be three (3) classes of corporate members: “Platinum”, “Gold”, and “Silver.
    1. 3.3.1 Platinum members is the highest level of membership in the DEC organization.  Platimum members come with the following privliges:
      1. 3.3.1.1 One seat on the Board of Directors with proxy privileges Priority consideration for hosting member site visit meetings.
      2. 3.3.1.2 Priority on scheduling its members update presentation at the annual meeting
      3. 3.3.1.3 Member only price of admission to DEC conferences and work.
      4. 3.3.1.4 Full page color ad in the DEC Meeting Program
      5. 3.3.1.5 Opportunity to attend DEC site visit meetings
      6. 3.3.1.6 Prominent identification on the DEC website with a link to the member’s own web site
      7. 3.3.1.7 The right to enroll affiliates and subsidiaries as Special Silver Members
      8. 3.3.1.8 Announcement of membership in the DEC Circuit Breaker
      9.  
  2.  
    1. 3.3.2 Gold members come with the following privliges:
      1. 3.3.2.1 Opportunity to stand for election for one of three (3) seats on the Board of Directors reserved for Gold Membes.
      2. 3.3.2.2 Priority consideration for hosting quarterly member site visit meetings
      3. 3.3.2.3 Priority on scheduling its members update presentation at the annual meeting
      4. 3.3.2.4 Member only price of admission to DEC conferences and workshop
      5. 3.3.2.5 Half page color ad in the DEC Meeting Program
      6. 3.3.2.6 Opportunity to attend DEC site visit meetings
      7. 3.3.2.7 Prominent identification on the DEC website with a link to the member’s own web site
      8. 3.3.2.8 Announcement of membership in the DEC Circuit Breaker
  4.  
    1. 3.3.3 Silver members come with the following privliges:
      1. 3.3.3.1 Opportunity to stand for election for one (1) Board seat of reserved for Silver Membes.
      2. 3.3.3.2 Member only price of admission to DEC conferences and workshop
      3. 3.3.3.3 Half page color ad in the DEC Meeting Program
      4. 3.3.3.4 Opportunity to attend DEC site visit meetings
      5. 3.3.3.5 Identification on the DEC website with a link to the member’s own web site
      6. 3.3.3.6 Announcement of membership in the DEC Circuit Breaker
      7.  

 

ARTICLE 4 - Annual Dues

 

 

  1. 4.1 Active Membership Annual Dues shall be determined by the Executive Committee prior to the start of each year and communicated to club membership. Annual dues are due on the renewal date, defined as the date of membership registration.
  2. 4.2 Honorary Membership shall pay no Dues for the period of time defined by the DEC Board of Directors, afterward the annual dues shall be the same as defined in Article 4.1
  3. 4.3 The Treasurer shall annually communicate to each Member of DEC, a bill for the renewal of dues, together with a statement of any other indebtedness due the DEC by that member
  4. 4.4 The Treasurer shall provide a monthly report of all the new members to the VP of membership
  5. 4.5 The Treasurer shall provide a monthly report of all members whose membership is expiring within the next four (4) weeks and those that are over due.
  6. 4.6 The Executive Committee shall take immediate cognizance of each such list and shall instruct and empower the Treasurer as to what measures shall be taken for the prompt settlement of these arrearage.
  7. 4.7 The Executive Committee has the power to take any action it may deem wise or expedient to collect such arrearage, even to the extent of canceling the membership of any member in arrears after expiration of any full year for which that member is in arrears.

Members become expired after one year. No need for Executive committee to do anything.

ARTICLE 5 - Governing Body
  1. 5.1 Officers
    1. 5.1.1 The officers of the DEC shall be a  President, a Membership Vice-President (First VP), a Program Vice-President (Second VP), a Secretary/Treasurer, and  Vice-President Marketing who shall be elected annually as hereinafter prescribed and who shall hold office for one year from the date of their election or until their successors are elected.
    2. 5.1.2 To maintain continuity of leadership, club officers shall move up annually to the next level. Unexpected vacancies shall be filled by a vote of the Executive Committee.
    3. 5.1.3 The Executive Committee (Board) shall consist of the officers and a minimum of nine (9) other members of DEC in good standing, one-third (1/3) of which number shall be elected annually for three (3) years at the same time and in the same manner as the officers.
    4. 5.1.4 The President, the Membership Vice-President, the Program Vice-President, the Secretary, the Treasurer, and the Executive Committee shall constitue the sole goverining Executive Board of DEC.
  1. 5.2  Board Members
    1. 5.2.1 Composition:  Board members shall consist of individuals who are committed to the mission and goals of the organization. The Board shall be composed of a minimum of five (5) and a maximum of fifteen (15) members, as determined by the organization's bylaws
    2. 5.2.2 Qualifications:  Board members shall possess a genuine interest in the organization's mission and demonstrate a willingness to actively participate in the governance and advancement of the organization. While specific qualifications may vary, ideal candidates shall possess diverse backgrounds, skills, expertise, and perspectives that contribute to the effective functioning of the Board and the fulfillment of the organization's mission.
    3.  
  2. ARTICLE 6 - Duties of Officers

    6.1 President

    The President, when present, shall preside or act as Chairman at all meetings of DEC or of the Executive Committee. Decisions on matters before the DEC and or Executive Committee shall be made by majority vote.  The President may appoint a special or temporary committee and shall do so, when requested or instructed by a majority vote at any meeting of either DEC or the Executive Committee. The President shall, with the approval or consent of the Executive Committee, appoint the chairman and members of the Standing Committee. The President shall execute, or cause to be executed, any instruction of a majority of DEC at any DEC meeting. The President shall be, ex-officio, a member of all committees, standing, special or temporary, but shall have no vote in any such committees, unless DEC, by its action at some meeting makes the President a member of such committee.

          6.2  Vice-President Membership

The primary responsibility of the Membership Vice-President is recruitment of new members to the Dallas Electric Club. This involves insuring the new members complete the necessary application and pay the annual dues required for membership to DEC. This should be done with the assistance of members of the Membership and Attendance Committee. The VP of membership also monitors the status of current and former members and encourages their continued participation. The Membership Vice-President, in the absence, disability or resignation of the President, or at the President's request, shall have, temporarily, all the powers, duties and authority of the President. In addition, the Membership Vice-President shall chair the Membership and Attendance Committee.

 

6.3  Vice-President Programs           

The primary responsibility of the Program Vice-President is to identify and obtain commitments for programs of interest to the members of the Dallas Electric Club. The Program VP also assembles relevant information on these programs and notifies members of upcoming events. This activity is accomplished with the assistance of members of the Program Committee. The Program Vice-President, in the absence, disability or resignation of both the President and Membership Vice-President, or at their request, shall have, temporarily, all the powers, duties and authorities of the President. In addition, the Program Vice-President shall chair the Program Committee.

 

 

6.4  Tresurer

The Treasurer or a substitute designated by the President shall keep the minutes of Executive Committee meetings when instructed to do so by the President, Chairman or a majority of the Committee present at such meeting. The Treasurer shall keep a book or carry account with every member of DEC showing the account of each member in regard to the member’s Fees and Dues. The Treasurer shall be allowed a petty cash account of five hundred dollars ($500.00)Should be $200 for small items necessary for DEC use, such as postage, etc., and the same, when expended or nearly expended shall be reimbursed to him/her by the President or Vice-President., The Treasurer shall, whenever, requested by the President, or by a majority of the members at any DEC meeting, make a detailed financial statement of receipts and expenditures covering any period within the year and shall make such a statement, covering the whole year, at the Annual Meeting the year. The Treasurer shall keep DEC statistics of membership and other matters with relation to DEC and shall make report of such whenever requested by the President or so instructed by a majority of the Executive Committee, or by a majority of those present at any meeting of DEC. The Treasurer shall deposit all funds in a bank selected by him/her and approved by the Executive Committee. The Secretary/Treasurer shall pay out money only on itemized statements accompanied by vouchers for each item, the vouchers to be approved  by the Membership Vice­ President. The Secretary/Treasurer shall, whenever requested by the President, a majority of the Executive Committee or a majority of any regular or special meeting of DEC, present to the President, Executive Committee or Club meeting stated, a report, signed by him/her, showing the balance in bank at the last report or since the first of DEC year, the detailed or lump sum of receipts or disbursements and the balance in the bank at the time of making such a report. The Treasurer shall, at the discretion of the Executive Committee, be required to furnish an adequate bond.

 

6.5  Secretary

The Secretary shall keep the minutes of all “special” meeting of DEC or of any regular meeting under like instruction of the President, Chairman or majority at such meeting. The Secretary shall, when assigned to such duty by the President, or by a majority at any meeting of DEC, act as temporary Secretary of any one of the Standing committees or of any “Special Committee.  The Secretary shall, at the request of the President, Chairman, or a majority of those present, read out at any meeting of committees or DEC, and notices, letters, statement and /or reports as requested.

 

6.6  Vice President Marketing

The Vice President Marketing shall devise an effective marketing and promotion strategy, work with the Membership and Programs Vice President on outreach initiatives, marketing campaigns, and program promotion, oversee content production to ensure messaging consistency, and work with the Treasurer to develop and manage marketing budget.  Responsible for managing and maintaining the website, content,  and Search Engine Optimization, SEOs , creating the Meeting Programs for each meeting, Newsletters, publishing white papers, and all communications within and outside of the organization.  The Vice President Marketing will be a member of the Executive Team and attend all Executive and Board meetings.

 

 

  1. 6.7 Board Members (Ad-hock)
    1. 6.7.1 Ad-hock board members are considered non-executive board members.
    2. 6.7.2 Ad-hock board members assist the Exective Committee with the needs of DEC in the various areas:  Marketing, Programs, Membership, Committee Participation, and Support & Advocacy.
  2. ARTICLE 7 - Duties of the Executive Committee
  3. 7.1  The Executive Committee shall act as the controlling or governing body of DEC.
  4. 7.2 They shall have control of all physical property of DEC, and the appropriation of its funds. They shall review and approve all contracts and purchases (except monthly meal expenditures) involving the expenditure of more than $200.00. They shall have the authority to cancel membership of members of the Standing Committees in places which become vacant between elections of DEC, or until such appointees shall be discharged by the Executive Committee; and they shall have power to fill by appointment all vacancies in any of the standing committees.
  5. 7.3 They shall have the power to call any special meeting of DEC outside of the regular meetings.
  6. 7.4 To maintain continuity of leadership, club officers shall move up annually to the next level.
  7. 7.5 In all cases of any dispute, disagreement or misunderstanding between officers, committees or members on Club matters, it shall be referred to the Executive Committee, and they shall be the final arbitrator.
  8. 7.6 To remain in good standing, all members of the Board are encouraged to:
    1.  
    2. 7.6.1 Attend a minimun of 3 to 4 lunch meetings annually.
    3. 7.6.2 Assist when possible to provide meeting speakers and club sponsorships.
    4. 7.6.3 Participate in the planning and exeutions of DEC business.
    5. 7.6.4 Attend all Board meetings.

 

ARTICLE 8 -Meetings

8.1       Regular meetings of DEC shall be held upon a date determined by the Executive Committee that falls within the 2nd week of each month, except when DEC, by motion, shall desire to change such regular meeting date or dates either temporarily or permanently, in which event DEC shall authorize the Executive Committee to set the date or dates of such changed meetings. Notices of all meetings of DEC shall be communicated to every member of DEC not less than seven (7) days prior to the time of such meeting, unless otherwise provided in these By­-Laws.

 

8.2       The Executive Committee shall meet not less than once per quarter, if a quorum can be obtained; but it may, by a vote of a majority of its members present at any meeting, postpone any quarterly meeting if there is not in the opinion of the Committee, any necessity for any such quarterly meeting. In addition to the quarterly meeting, a special meeting or meetings of this Committee may be called by the President when a special meeting is deemed necessary, for the welfare of DEC and such a special meeting or meetings must be called when requested by a majority of Club members at any regular meeting or by  a quorum of the Executive Committee. All such special meetings shall be called at least one (1) day prior to the time of the meeting, and the notification of such special meeting shall state the object or objects for which such meeting is called.

 

8.3      Meetings of the Standing Committee shall be held as often as is necessary to fulfill the object and purpose for which the committee was formed, but a meeting of any such Standing Committee shall be called at any time on request or instruction of the Executive Committee. Chairmen of all the Standing Committees must present, in person or by proxy at each meeting of DEC, a report of their work or progress since the last regular meeting of DEC, if so requested by the President or the Executive Committee.

8.4       Meetings of special or temporary committees shall be held at the option of their Chairman, but a report of the work or progress of each such committee shall be made by the Chairman in person or by proxy at each regular meeting of DEC, if so requested by the President or the Executive Committee, or may be called for by the President to be made at any meeting of the Executive Committee.

 

 

ARTICLE 9 - Nominating Committee

9.1       The Executive Committee shall serve as the Nominating Committee for filling vacancies in the governing body. The immediate past president shall serve as the Chairman of the Nominating Committee.

 

9.2       The duties of the Nominating Committee shall be to nominate a Club member, in good standing, for each office or board position to be voted on at the next Meeting. Nominated members shall be contacted and their concurrence obtained. The Chairman of the committee shall prepare a list of candidates for each of the offices described in Article 5, Section 1 and present their list of candidates to the Secretary/Treasurer and President, at or before, the Annual Meeting.

 

9.3       Candidates for Club officers must come from current or past members of the board to ensure that they have an adequate knowledge of DEC.

 

ARTICLE 10 - Elections

 

10.1     The annual election of officers and other members of the Executive Committee shall be held at the first meeting of DEC in January of each year, and in case a regular meeting of DEC in not scheduled at such time, a called meeting of DEC shall be held between the 1st and 15th of January, the notice for such call to state the fact of such meeting being called for the purpose of the annual election. Such notice of either a regular or a called meeting shall be communicated to each Club member at least fifteen (15) day before the date of such meeting.

 

10.2     The annual election of officers shall include the election of the President, the Membership Vice-President, the Program Vice-President, the Secretary/Treasurer, Marketing Vice-President and any new members of the Executive Committee, as provided in these By-Laws, and shall be for those names on the report of the Nominating Committee, and none other.

 

The election shall be by ballot or hand vote, and it shall require not less than a two-thirds affirmative vote of those members present and in good standing to elect.  Votes for the election of officers and Executive Committee must be made in person and not by proxy.

 

 

ARTICLE 11 - Quorum

11.1     A majority of the members of the Executive Committee (including the President, the Membership Vice-President, the Program Vice-President, the Secretary/Treasurer, and Marketing Vice-Presidnet   (all if present) shall constitute a quorum for the Executive Committee.

 

11.2     A majority of the members of any Standing Committee (including the Chairman of such committee) shall constitute a quorum, unless otherwise agreed to by formal action of a majority of such Standing Committee.

 

11.3     The quorum for a temporary or special committee shall be at the option of such committee, unless otherwise ordered by the Executive Committee.

ARTICLE 12 - Standing Committees

12.1    Finance Committee shall solicit and obtain any necessary funds for expenditures beyond the regular expenditures of DEC, to monitor the income and expenditures of DEC so that there will always be a reasonable amount of funds available to fund the activities of DEC, and, upon instructions from the Executive Committee, to have examined and audited the accounts of the Secretary/Treasurer.

 

12.2     Committee on Membership and Attendance shall obtain new members of DEC and promote attendance at regular meetings.

 

12.3     Program Committee shall outline the program for each regular meeting of DEC as regards speakers, entertainment, etc. Such program should be for at least three months ahead and when possible, the program should be announced at a Club meeting. It shall be the duty of the Program Committee to see that the programs for each meeting are carried out and to incorporate this information in the notices sent out for the meetings. It shall be the duty of the Program Committee to form from its members a sub-committee to be known as "Educational Committee" whose duty shall be to provide, at least every other regular meeting of DEC, a useful and practical address or paper on new or novel applications of electricity or energy, or if such are not available, to have some address or paper presented on a subject of general interest or of advantage to the electrical interests of the DEC

 

12.4     Publicity Committee shall give public notice, through newspapers or any other channel, of impending meetings of DEC, and who shall cause to be inserted in newspapers, technical and trade journals any proceedings of DEC which may be of interest to the electrical fraternity, or to the electrical interests at large, or the publicity of which will be of value to DEC.

 

12.5     Other Standing Committees than the above may be appointed at any time by the Executive Committee, or the duties or objects of any one of the existing Standing Committees may at any time be changed by the Executive Committee.

 

ARTICLE 13 -Indemnification

Any director or officer who is involved in litigation by reason of his or er position as a director or officer of this organization whall be imdemnified and held harmless by the organization to the fullest extent aurthorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).

 

ARTICLE 14 - Dissolution

 

DEC may be dissolved only with aurthorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members.  In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:

All liabilities and obligations shall be paid, satisfied and discharged, or provision shall be made therefore.  Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under section 501(c)(7) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.

 

ARTICLE 15 - Amendments to Constitution and By-Laws

No amendments or changes to this Constitution and By-Laws shall be made and no new articles added thereto except by an affirmative vote of not less than two-thirds of the members present at a regular meeting of DEC. Before any such amendment, change or new article can be voted on, it shall have been presented via email or at a previous regular meeting of DEC and a copy of the amendments, changes or new articles shall have been communicated to each member of DEC not less than seven days prior to the meeting at which the amendments, changes or new articles shall be voted upon.

ARTICLE 14 - Parliamentary Authority

In all cases pertaining to parliamentary practice or Club procedure at meetings, not covered by this Constitution and By-Laws, the rules contained in “Roberts Rules of Order” shall govern DEC at all its meetings.