BYLAWS

(Originated April, 2000; Revised May 10, 2005)

ARTICLE I: NAME AND PURPOSE

Section 1.1. Name. The organization shall be known as the Heart of Texas B&B Owners Association.

Section 1.2. Purpose: The purpose of the Association shall be to educate its members through sharing of information, sponsoring workshops and other similar educational endeavors to increase knowledge and expertise in the operation of bed and breakfast establishments, including but not limited to increasing occupancy, lowering costs of operation and creating public awareness of the bed and breakfast industry.

ARTICLE II: MEMBERSHIP

Section 2.1. Classification. There shall be two classes of membership: (1) active and (2) associate. Active members shall be owners of or operators of active bed and breakfast establishments in the following counties: McLennan, Bell, Bosque, Coryell, Falls, Hill and Limestone. Associate members shall be those interested in the bed and breakfast industry, and individuals and companies providing services and supplies.

Section 2.2. Dues.

(a) Annual dues for active members shall be $50 for the calendar year.

(b) Annual dues for associate members shall be $150 for the calendar year.

         1. A prospective associate member must make application to join and the applicant would be voted on by the membership at the next regular meeting.

         2. The associate member would have a link on our web site and a link to our web site.

         3. The associate membership fee would be allocated with $50 for web site maintenance and update, $25 finder’s fee for the person who contacted the associate and presented their successful application and $75 to the general budget.

         4. On renewal $50 would be allocated for web site management and $100 to general budget.

Section 2.3. Delinquency. Members whose dues are not paid within 90 days of the beginning of the calendar year shall be considered delinquent and dropped from membership.

Section 2.4. Increase or Reduction of Annual Dues. Changes made to Annual Dues may be made at any regular meeting of the Association.

Section 2.5. New Members. New Members may become active or associate members when approved by a majority vote of any regular Association meeting and payment of annual dues, good for 12 months. The second year's dues will be prorated to the end of that calendar year. First year members whose prorated dues are not paid within 45 days of anniversary date shall be considered delinquent and dropped from membership.

Section 2.6. Maintaining Eligibility for continuing membership in the Association. To be eligible for membership in the Association in each year following the initial year of membership, each member must attend a minimum of five (5) monthly meetings in the year prior to renewing their membership.

ARTICLE III. PRIVILEGES AND REQUIREMENTS

Section 3.1. Active members shall have full voting privileges and may serve as officers of the Association.

ARTICLE IV. MANAGEMENT OF THE ORGANIZATION

Section 4.1. The Board of Directors shall provide management of the Association and have authority to take action when appropriate between regular meetings of the Association.

Section 4.2. Membership of the Board of Directors. The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, and chairs of any standing committee.

Section 4.3. Standing Committees. These committees shall be constituted at any regular or called meeting of the Association.

Section 4.4. Quorum. No quorum shall be required to transact business by the Board of Directors or at a meeting of the Association, except for the amendment of these Bylaws (cf. Section 6.1). A simple majority of those present at a meeting of the Board of Directors or at a regular meeting or called meeting of the Association shall be sufficient to pass or defeat motions and transact business of the Association.

Section 4.5. Meetings. Regular meetings of the Association shall be on the first Tuesday¹ of each month, except December, unless changed at a regular meeting of the Association or by a majority vote of the Board of Directors between meetings of the Association.

Section 4.6. Vacancies. In the event an office or committee chair becomes vacant, the replacement shall be determined by a majority vote of the active members.

Section 4.7. Tenure. The tenure of the officers and committee chairs shall be one year if elected or appointed at the annual meeting. Vacancies filled during a calendar year shall complete the term of the officer or committee chair.

Section 4.8. Election of Officers. Each year, following the October meeting, the Board of Directors shall appoint a nominating committee consisting of three (3) members to nominate officers for the coming year. The Vice President from the current year shall automatically become President. The nominating committee, after obtaining permission from those nominated, shall present names for Vice President, Secretary,and Treasurer at the regular November meeting. Additional nominations can then be made from the floor. Voting will be made by secret ballot, and the candidate receiving a majority vote will be deemed elected. The newly elected officers shall assume office on January 1st.

ARTICLE V. DUTIES AND RESPONSIBILITIES OF OFFICERS

Section 5.1. President. The President shall serve as Chairman of the Board of Directors, preside at all meetings of the general membership, and execute other duties incident to the office or as may be assigned by the Board of Directors. He/She shall appoint chairmen of the standing or special committees except as otherwise provided by these Bylaws. He/She shall be an ex-officio member of all committees except the nominating committee and the Audit Committee if one is created.

Section 5.2. Vice President. The Vice President shall be the chief executive assistant to the President and shall assume the duties of the President in his/her absence or inability to serve. He/She shall serve as an ex-officio member of each committee and direct educational opportunities at each meeting.

Section 5.3. Secretary. The Secretary shall prepare and keep records of each meeting of the Board of Directors and regular meetings. He/She shall maintain and preserve all records of the business of the organization and its membership. He/She shall maintain a file of the records and business of the organization which will be filed in the permanent records.

Section 5.4. Treasurer. The Treasurer shall have charge of the funds of the organization and of the financial records. He/She shall make disbursements by checks signed by the Treasurer, or by the President or by the Vice President as needed for the business of the organization. He/She shall have the books and records available for the Board of Directors, make financial reports at Board of Directors and membership meetings and prepare and present a written annual financial report.

ARTICLE VI. AMENDMENTS TO THE BYLAWS

Section 6.1. The bylaws may be amended by a simple majority of all active members at any meeting, regular or special, if a quorum (51% of the membership) is present.

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¹Per e-mail balloting, tabulated and reported by the President, March 3, 2006