Section 1. The name of this society is West Texas Herpetological Society, hereafter referred to as "WTHS", or the "Society".

Section 1. The purpose of the Society shall be:

a. to promote the conservation and preservation of herpetological species worldwide, but with special emphasis on native Texas species, especially species indigenous to the Edwards Plateau, Trans-Pecos, and Mountains and Basins sub-regions.

b. to promote education and dissemination of scientific information through the facilities of the society.

c. to encourage research and scientific study of Texas’ native herpetological species as a means to broaden professional knowledge of the different taxa and their ecological role throughout the region.

d. to provide representation of the members of the Society before public and private policy making bodies at all governmental levels to include city, county, state and federal.

e. to promote and support responsible herpetocultural activities among regional hobbyists and naturalists as a means to increase the body of available knowledge of native species, relieve pressure on wild populations, and provide a foundation for assured continuation of all species living in the region.

f. to offer a learning environment and forum for exchange of ideas to all amateur and professional herpetoculturists.

g. to provide through the facilities of the society, assistance to private individuals or organizations in the rescue of unwanted, mistreated and distressed reptiles and amphibians.

A Non-Profit Corporation

Section 1. The purpose of the West Texas Herpetological Society, Inc. shall be the same purpose as stated in Article II. Section 1. of the Constitution of the West Texas Herpetological Society, Inc. The purpose will be met by holding regularly scheduled meetings of the Society for the membership, providing educational lectures, seminars and classes and by providing opportunities for the public to see and investigate various aspects of herpetological and herpetocultural science. WTHS, Inc. has the responsibility for determining the policies governing the operation of the Society.

Section 2. The WTHS, Inc. shall establish By-Laws concerning the organization and procedures to be followed by the Society and its membership.

Section 1. Offices. The principal office of the corporation in the state of Texas shall be located in the city of San Angelo, county of Tom Green. The corporation may have such other offices, either within or without the state of Texas, as the board of directors may determine, or as the affairs of the corporation may require from time to time.

Section 2. Registered Office and Registered Agent. The corporation shall have, and continuously maintain in the state of Texas, a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the corporation in the state of Texas, and the address of the registered office may be changed from time to time by the board of directors.

Section 3. Name. The name of this corporation shall be the West Texas Herpetological Society, Incorporated, hereinafter sometimes referred to as the "WTHS" or "corporation".

Section 4. Purpose. The purpose of the WTHS, Inc. is to receive and maintain a fund or funds, of real or personal property, or both, to use and apply the whole or any part of the income therefrom and the principal therefrom exclusively for charitable, religious, scientific, literary or educational purposes either directly or by contribution to the West Texas Herpetological Society, an organization which qualifies as an exempt organization under section 501(c)3 of the Internal Revenue Code.

Section 5. The WTHS does not discriminate on the basis of sex, race, creed, religion or national origin. The policies of the WTHS shall be in harmony with local, state and federal rules and regulations.

Section 1. Notwithstanding any provision of the Constitution or the By-Laws of the WTHS which might be interpreted to the contrary:

a. The WTHS shall be organized and operated for scientific and education purposes, without profit;

b. No part of the earnings of the Society shall under any circumstances inure to the benefit of any member individually or in concert with other members;

c. The WTHS shall not participate in, or intervene in, to include publishing and distribution of statements, on behalf of any candidate for public office;

d. The WTHS shall not:

(1) lend any part of its income or corpus without the receipt of adequate security and a reasonable rate of interest;

(2) pay any compensation, in excess of a reasonable allowance, for salaries or other compensation for personal services actually rendered.

(3) make any part of its services available on a preferential basis;

(4) make any purchase of securities or any other property for more than adequate consideration in money or money’s worth;

(5) sell any securities or other property for less than adequate consideration in money or money’s worth; or

(6) engage in any other transactions which result in a substantial diversion of its income or corpus to any officer, member, substantial contributor of the WTHS, persons, corporations or any entities otherwise not mentioned that are not authorized by the Texas Non-Profit Corporation Act.

e. Any Officer or Director of the Society that is convicted of any violation of local, state or federal wildlife laws pertinent to herpetological species may be removed from office in accordance with the provisions of Article V, Section 5 of the these By-Laws.

Section 1. Board of Directors. The affairs of the corporation shall be managed by its board of directors. Directors shall be residents of the State of Texas. New Directors shall be elected by the membership at the Annual Board of Directors Meeting. Directors shall not serve more than three (3) consecutive terms.

a. The number of Directors shall be 15, but shall not be less than 7. The Board of Directors shall serve staggered terms of two years each. Terms shall begin with election at the Annual Board of Directors Meeting. If a director fails to attend a majority of meetings during his or her terms such director shall not be eligible for re-election.

b. No member of the corporation, other than its board of directors and officers, shall have power to act in the name of the West Texas Herpetological Society, unless specifically authorized to do so by the Board of Directors.

Section 2. Quorum. The Board of Directors present shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 3. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, or by these bylaws.

Section 4. Vacancies. Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by appointment of the Board of Directors. A Director appointed to fill a vacancy shall be elected by the Board of Directors and shall serve for the unexplored term of his/her predecessor in office.

Section 5. Compensation. Directors as such shall not receive any stated salaries for their services, but, by resolution of the Board of Directors, the corporation shall be instructed to reimburse expenses incurred on behalf of the corporation.

Section 6. Informal Action of Directors. Any action required by law to be taken at a meeting of Directors or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.

a. If a member of the Board fails to attend a majority of meetings within a year, the Executive Committee may request his resignation.

Section 7. Reference to Term Limitations. Any of the limitations referenced in this Article IV are subject to modification by a quorum vote of the Board of Directors on a case by case basis.

Section 1. Number and Type. The officers of the corporation shall be a President, one or more vice-presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may be elected in accordance with the Provisions of these Articles.

a. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform duties as prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Treasurer.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the Annual Board of Directors Meeting.

a. New offices may be created and filled at any meeting of the Board of Directors. Any officer shall hold office until his/her successor shall have been duly elected and shall have qualified for the office to which elected.

Section 3. Nominating Committee. A Nominating Committee shall be a Standing Committee appointed by the President. The Committee shall consist of three persons selected from the active membership of the Corporation.

a. The Nominating Committee shall prepare a slate of directors to be presented for consideration at the last Board meeting of the corporation before the Annual Board of Directors Meeting.

b. At this time, nominations for directors may also be made by the membership. All nominees must previously have given permission for their nomination.

c. The slate of director nominations shall be circulated to the entire membership in writing not less than ten (10) days after the last Regular Public Meeting that occurs before the Annual Board of Directors Meeting.

d. The slate of nominations for directors shall be voted upon at the Annual Board of Directors Meeting. Results of the election shall be circulated in writing to the entire membership not later than ten (10) days after the election.

e. Members of the corporation may vote by proxy, in writing, or by any means deemed appropriate by the Secretary. Proxy votes must be received by the Secretary not less than one day before the Annual Board of Directors Meeting.

f. The Secretary shall inform the elected candidates of their election. Newly elected directors shall take office after the date of the Annual Board of Directors Meeting.

Section 4. Consecutive Terms. Officers shall be eligible for re-elections, not to exceed two elected consecutive terms. Having served two consecutive terms in an office, such person shall not be eligible for re-electing to the same office until the expiration of one year after the completion of such consecutive terms.

Section 5. Removal. Any officer elected, or appointed by the Board of Directors, may be removed by the Board of Directors whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 6. Vacancies. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexplored portion of the term.

Section 7. Reference to Term Limitations. Any of the term limitations referenced in this Article V are subject to modification by a quorum vote of the Board of Directors on a case by case basis.

Section 1. President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/she shall preside at all meetings of the Board of Directors. He/she may sign with the Secretary, or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors, or by these Bylaws or by Statute prescribes; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall be an ex-officio member of all Board Committees.

Section 2. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the vice-presidents in order of their election) 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. Any Vice-President shall perform such other duties as from time to time may be assigned by the President or Board of Directors.

Section 3. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she may have charge and be responsible for all funds and securities of the corporation; receive and file receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust, companies or other depositories as shall be selected by the Board of Directors; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Directors. The Treasurer shall submit periodic reports including, but not limited to an annual report. The books and records of the corporation shall be reviewed annually by either an independent certified public accountant or two officers of the Board, other than the Treasurer.

Section 4. Recording Secretary. The Recording Secretary shall keep the minutes of the Board of Directors in one or more books provided for the purpose; and shall see that minutes are received by the registered agent, and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to her/him by the President or by the Board of Directors.

Section 5. Assistant Treasurers and Secretaries. If required by the Board of Directors, the Assistant Treasurer shall five bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or by the Secretary or by the President or the Board of Directors.

Section 1. The Society may hold a Regular Public Meeting on a monthly or bi-monthly basis at a time and place set by the Board of Directors.

Section 2. The membership shall be informed of any Regular Public Meeting not less than ten (10) nor more than fifty (50) days before the dated of the meeting; notice of a Regular Public Meeting shall be in writing.

Section 3. The Society shall hold an Annual Board of Directors Meeting in the month of December at a time and place set by the Board of Directors. The membership of the Society shall be invited to attend this Annual Board of Directors Meeting.

Section 4. The membership shall be informed of the Annual Board of Directors Meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting; notice of the Annual Board of Directors Meeting shall be in writing.

Section 5. Special meetings or functions of the Society may be called by the President, notice of the time and place of such special meetings must be announced to the membership in writing not less than ten (10) nor more than fifty (50) days before the date of the special meeting.

Section 6. Special meetings or functions of the Society may be called by vote of a majority of the Board of Directors, or on a petition of the membership; notice of the time and place of such special meetings or functions must be announced to the membership in writing not less than ten (10) nor more than fifty (50) days before the date of the special meeting or function; special functions would include the Society’s Herpetological Conference.

a. A majority of those present and voting at special meetings shall be necessary to pass any motion or to conduct any business that comes before or is required by the membership, except where otherwise stated in these By-Laws.

b. At special meetings called by a petition of the membership, there shall be a minimum of one half (1/2) of the membership present to constitute a quorum wherein a vote is required to conduct Society business. Any vote taken shall pass only by consent of two thirds (2/3) of the voters present.

Section 7. The sale of reptiles, amphibians, any animal and any supplies used in the care or maintenance of such, at Society meetings and functions is a consideration granted only to members in good standing; unless prior authorization has been given by the Board of Directors and a percentage of the gross sale and/or a fee, to be determined by the Board of Directors, shall be paid to the Treasurer to be received into the general fund of the Society for any non-member sales authorized by the Board of Directors.

a. The sale of any animal referenced above shall be in full compliance with local, state and federal laws and regulations.

Section 1. The Board of Directors, exclusive, shall meet not less than once per year, including the Annual Board of Directors Meeting.

Section 2. All meetings of the Board of Directors shall be open to attendance by interested members of the Society as observers unless the Board of Directors moves for Executive Session.

Section. 3. A simple majority of the Board of Directors shall constitute a quorum.

Section. 4. A majority of those present and voting shall be necessary to pass any motion or to conduct any business than comes before or is required by the Board of Directors.

Section 5. Special meetings of the Board of Directors may be called by the President or by a majority of the Board of Directors.

Section 6. Notice of the Board of Directors meeting to the Directors may be in writing, in person, or by any other means deemed appropriate by the Board of Directors.

Section 7. The Board of Directors meeting shall be at a place and time set by the Board of Directors of the Corporation.

Section 1. The Board of Directors shall be authorized to establish dues for all classes of membership.

Section 2. A member is in good standing (current) for the twelve consecutive month period following the payment of dues. The anniversary date for consideration of members in good standing shall be the date on which payment of dues for the subsequent twelve months is received by the Secretary.

Section 3. A member in arrears for payment of dues for a period of three months after conclusion of a current membership year shall be dropped from the roll after due notice from the Secretary, such notice may be made by any means deemed appropriate by the Secretary.

Section 4. Officers and Directors shall be members in good standing during their elected tenure. Any Officer or Director who is not a member in good standing pursuant to the provisions of Section 3 above, vacates the office or directorship to which elected or appointed.

Section 1. The fiscal year of the Society shall embrace the period of January through December of the same year.

Section 1. The Constitution and By-Laws may be altered, amended or repealed by the Officers and Directors acting in concert at any regularly called or special meeting.

a. Changes to the Constitution and By-Laws made by the Officers and Directors of the Society shall be by majority vote of the Officers and Directors.

Section 2. These By-Laws may be amended, altered, or repealed by petition to the Secretary by an affirmative vote of the majority of the membership where a quorum exists as described in Article VII, Section 6, paragraph b. of these By-Laws.

Section 3. Proposed amendments, alterations or repeals by the membership shall be submitted in writing to the Secretary at a Regular Public Meeting, Board Meeting or at the Annual Board of Directors Meeting at which time they are to be discussed.

a. Such proposed amendments, alterations or repeals shall be submitted in writing by the

Secretary to the Board of Directors at the next regularly scheduled Board Meeting.

b. To be approved, a proposed amendment, alteration or repeal by the membership must receive an affirmative majority vote of the membership. The vote shall take place at the next Board Meeting after which they were submitted.

Section 4. Members may vote by proxy, in writing or by any means deemed appropriate by the Board of Directors. Proxy votes must be received by the Secretary not less than one (1) day before the next Board Meeting when the vote is to take place.

Section 5. Adopted amendments alterations or repeals shall become an integral part of these By-Laws; the Secretary shall append them to these By-Laws; the Secretary shall distribute the amended By-Laws to the Officers and the Board of Directors; the Secretary shall distribute the same to other interested members of the Society.

Section 1. The West Texas Herpetological Society, its officers and members, while acting in the name of the Society in the conduct of Society business, shall not be responsible in the event of personal injury of loss sustained by any officer or member at a Society sponsored activity.

Section 2. To implement the intent of this Article, each officer or member of the Society upon joining it, shall sign a statement releasing the Society from responsibility, personal injury or loss at Society sponsored activities.

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