Article I: Incorporation

The Friends of Anahuac Refuge was incorporated in the State of Texas on the fifth day of December, 1996 to promote appreciation and conservation of wildlife and habitat at the Federal Wildlife refuges in the State of Texas and more specifically in Chambers County.

Section 1: Operation

The Friends of Anahuac Refuge will:

A. Operate under the authority of the National Wildlife Refuge System Administration Act and the Refuge Recreation Act.

B. Comply with the laws of the State of Texas.

Article II: Purpose

Friends of Anahuac Refuge, Inc. is an independent, non-profit Corporation dedicated to supporting the primary purposes for which the Anahuac National Wildlife Refuge was established: for use as an inviolate sanctuary, or for any other management purpose for migratory birds; for the conservation of the wetlands of the Nation in order to maintain the public benefits the wetlands provide. And help fulfill international obligations contained in various migratory bird treaties and conventions; for incidental fish and wildlife-oriented recreational development, the protection of natural resources, and the conservation of endangered or threatened species; and for the conservation, maintenance, and management of wildlife resources thereof, and its habitat thereon.

The Corporation shall promote the preservation of the natural and historical resources of the Refuge, promote and support the dissemination of the knowledge of its natural and cultural history, foster its use and enjoyment by the public, consistent with the protection and preservation of its environment, and engage in such educational, scientific, charitable and civic activities as will assist the management of the Refuge in carrying out its mandates. To accomplish these purposes, the Corporation may solicit, receive, purchase, and borrow, with or without security, real and personal property, including funds by way of gifts, contributions, and subscriptions, and administer, own, hold, convey, transfer, disburse, lend, and sell the same for such charitable, scientific, literary, and educational purposes as are permitted by section 501(c)(3) of the Internal Revenue Code of the United States as it now exists and as hereafter amended, and no assets of the Corporation shall inure to the benefit of any private individual. Upon dissolution
and winding up of the Corporation, any remaining assets shall be transferred only to an organization having like charitable, scientific, literary, and educational purposes as are permitted by section 501(c)(3) of the Internal Revenue Code of the United States. No assets shall be conveyed or distributed to any individual. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, nor shall the Corporation take part in any political campaign on behalf of any candidate for public office.

Notwithstanding any other provision of these By-Laws, the purposes for which the Corporation is formed are exclusively charitable and educational within the meaning of section 501(c)(3) of the Internal Reveue Code of 1954. The Corporation shall not carry on any other activities not permitted to be carried on by: (a) a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article III: Financial

The Corporation shall not afford pecuniary gain, incidentally or otherwise, to its members.
No part of the income or earnings of the Corporation shall inure to the benefit of any member.

The Corporation shall distribute for each of its taxable years amounts at least sufficient to avoid liability for the tax imposed by Section 4942 (a) of the Internal Revenue Code of 1986. For purposes of these Articles of Incorporation, the term 'income" means, for each taxable year of the corporation, the distributable amount with respect to the Corporation as defined in Section 4943(d) of the Internal Revenue Code of 1986.

The Corporation may not engage in an act of "self-dealing" (as defined in Section 4941(d) of the Internal Revenue Code of 1986) that would give rise to liability for the tax imposed by 4943(a) of the Internal Revenue Code of 1986.

The Corporation shall not retain "excess business holding" (as defined in Section 4943(c) of the Internal Revenue Code of 1986) that would give rise to liability for the tax imposed by Section 4943(a) of the Internal Revenue Code of 1986.

The Corporation may not make any investments that would jeopardize the carrying out of the exempt purposes of the Corporation, within the meaning of Section 4944 of the Internal Revenue Code of 1986, so as to give rise to liability for the tax imposed by Section 4944(a) of the Internal Revenue Code of 1986.

The Corporation may not make a 'taxable expenditure" (as defined in Section 4945(d) of the Internal Revenue Code of 1986) that would give rise to liability for the tax imposed by Section 4945(a) of the Internal Revenue Code of 1986.

General supervision of the fiscal policy of the Friends of Anahuac Refuge is provided by the Board of Directors.

Immediate supervision of fiscal policy is provided by the Executive Officers of the Friends of Anahuac Refuge. The Treasurer shall authorize the expenditures of fbnds as approved by a majority of the Board of Directors at a business meeting. Each of the four Executive Officers can sign a check. Checks of any amount must be signed by two Executive Officers, one of which must be the Treasurer. Reimbursement of expenses incurred by a member shall be made only if prior approval of reimbursement of expenses was made by a majority of the Board at a business meeting.

The Fiscal Year of the Friends of Anahuac Refuge shall commence on the first day of January and it shall end on the last day of December, each year.

The Corporation shall not lend any of its assets to any Executive Officer or Director of the Corporation or guarantee to any other person the repayment of a loan made to an Executive Officer or Director of this Corporation.

Article IV: Membership

Section 1 : Eligibility

All persons interested in the aims of the Friends of Anahuac Refbge and of the United States Fish and Wildlife Service shall be eligible for membership.

Section 2: Regular Membership

Upon application to the Secretary, and upon payment of the annual membership dues to the Treasurer, a person eligible for membership shall become a Regular Member.

Section 3: Family Membership

Upon application to the Secretary, and upon payment of one and one-half times the annual membership dues to the Treasurer, persons residing in the same household shall be eligible for a Family Membership.

Section 4: Life Membership

Any member who pays an amount in one sum equal to twenty times the current annual dues, becomes a Life Member of the Friends of Anahuac Refuge.

Life Members shall pay no annual dues; yet, they shall retain all rights and privileges of a Regular Member.

Section 5: Honorary Membership

A Member or non-member may be designated an Honorary member by a vote of three-fourths
of the Board of Directors at a business meetng. Honorary Members shall pay no dues. They shall have all rights and privileges of a Regular Member except they shall not have the right to vote.

Section 6: Membership Categories

A variety of additional membership categories may be established by the Board of Directors.

Section 7: Employees of the United States Fish and Wildlife Service

Upon application to the Secretary, employees for the United States Fish and Wildlife
Service shall become non-voting members.

Section 8: Voting Rights

All paid members shall have the right to vote a single vote at all meetings of the general membership. A Family Membership is entitled to two votes. All votes must be in person.

Section 9: Dues

The Board of Directors shall have the power to prescribe membership annual dues. Dues
are payable for the calendar year January 1 through December 31. Members joining after November shall begin membership immediately with their dues applied to the corning calendar Year.

Section 10: Termination of Membership

Failure to pay annual dues by January 31 following the first full year of membership will
result in automatic membership termination.

Article V: Meetings

Section 1 : Annual General Membership Meeting

The Annual General Membership Meeting shall be held on the 4th Saturday of January following the closing of the fiscal year books in order to transact such business as can lawfully come before the membership.

Section 2: Special Meetings

Special Meetings of the members may be called at any time by the President of the Corporation and shall be called upon written request of any 3 members of the Board of Directors or not less than 10 members of the Corporation. Members will be notified of Special Meeting dates in writing or through the newsletter.

Section 3: Business Meetings

The Board of Directors shall meet regularly, but no less than once each quarter of the calendar year (March, June, Sept., Dec.), for the purposes of conducting routine business of the Friends of Anahuac Refuge. Any member of the Friends of Anahuac Refuge may attend. Members will be notified of Board of Directors meeting dates in writing or through the newsletter.

Section 4: Place of Meeting

All meetings of the Friends of Anahuac Refuge shall be at a place designated by the Board of Directors.

Section 5: Notice

Notice of Annual General Membership and Special Meetings shall be mailed by the Secretary to each member's address, as maintained by the Secretary, at least 14 days before the date of the Meeting. Notice of every Special Meeting shall briefly indicate its purpose.

Members present in person at the Annual General Membership or Special Meetings shall constitute a quorum.

Section 6: Procedure

The procedures at all meetings shall be governed by Robert's Rules of Order * The Modern Edition by Patnode, except where superseded by these by-laws.

Article VI: Board of Directors

Section 1 : Board

The property, business and affairs of the Corporation shall be managed by a Board of Directors.

Section 2: Composition

Directors shall be members of the Corporation. The Board of Directors shall consist of no less than 7 and no more than 1 1 voting members plus up to 2 non-voting members of the U.S. Fish and Wildlife Service. Elected Board members are: President, Vice-President, Secretary, Treasurer, who are the Executive OBcers, and up to 7 Directors-at-Large. All Board members must be available to attend General, Special, and Business Meetings.

Section 4: Elections

Board members for the following year will be nominated by a nomination committee appointed in October by the President . This committee will not include any Executive Officers of the Corporation. The nomination committee will be composed of two Directors and two non-Board members of the Corporation. Nominations will be presented to the membership in writing at least 14 days prior to the General Membership Meeting. Additional nominations will be accepted from the floor at the General Membership Meeting. New Directors will be elected by a majority vote. Each member shall cast one vote each for President, Vice-President, Secretary, Treasurer and one vote each, for up to 7 Directors-at-Large.

Section 5: Terms

Board members shall serve for a term of two years or until their successors have been duly elected and qualified to take office. There shall be no limit on the number of terms that Directors may serve.

Section 6: Vacancy

Any vacancy on the Board shall be filled by an appointee recommended by the President and confirmed by a majority of the remaining members of the Board. The appointee shall hold office for the unexpired term of the vacancy.

Section 7: Meeting

Board meetings shall be scheduled and conducted per Article V, except special Board meetings may be called upon written or verbal notification of the President.

Section 8: Quorum

At all meetings of the Board, a majority of voting Directors shall constitute a quorum of the Board of Directors.

Section 9: Compensation

No salary, stipend, or other remuneration shall be paid to any member of the Board. Reimbursement of expenses incurred by a Board member shall be made only if prior approval of reimbursement of expenses was made by a majority of the Board of Directors at a meeting.

Article VII: Duties of Executive Officers

Section 1 : President

The President shall preside at all Membership, Board and Special Meetings . The President shall bring all matters of business of the Corporation to the Board of Directors for approval by the Board of Directors. The President shall serve as an ex-officio member of all committees except the nomination committee.

Section 2: Vice-President

The Vice-President shall understand the responsibilities of the President and be able to perform these duties in the President's absence.

Section 3: Secretary

The Secretary shall maintain minutes of all meetings of the Membership, The Board of Directors, and any committee in the Corporation's minute books, and shall cause notice of such meetings to be given when requested by any person authorized to call such meetings, and will maintain a membership list. The Secretary may, with the prior approval of the Board of Directors, sign with the President, in the name of the Corporation, all contracts of the Corporation. The Secretary shall be the custodian of the Corporation's records. In the absence of the President and Vice-President, the Secretary shall assume the duties of the President.

Section 4: Treasurer

The Treasurer shall have custody of the Corporation's finds and securities, shall keep full and accurate accounts of receipts and disbursements, and shall deposit all moneys and valuable effects in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors The Treasurer shall receive, audit, and consolidate all operating and financial statements of the Corporation, and shall have charge of matters relating to taxation. Additionally, the Treasurer shall have the power to endorse for deposit, collection, or otherwise all checks, drafts, notes, bills of exchange, and other commercial paper payable to the Corporation, and to give proper receipts and discharges for all payments to the Corporation. The Treasurer will give a receipt for all monies collected and will make a report at each Membership, Special and Board Meeting In the absence of the President, Vice-President and Secretary, the Treasurer shall assume the duties of the President.

Section 5: Board Members-at-Large

At-Large Board members shall have a vote equal to the Executive Officers in discharging the duties of the Corporation.

Article VIII: Committees

Section 1: Standing Committees

The Friends of Anahuac Refuge shall have such committees as the Board of Directors shall from time to time deem necessary and advisable to assist it with its work.

Section 2: Appointment of Committees

The President shall appoint all committees with the concurrence of the Board of Directors. Such concurrence shall take place no later than the next regularly scheduled Board Meeting. Committees shall terminate upon the completion of the project or at the direction of a majority of the Board members.

Section 3: Committee Chairpersons

All committee chairpersons shall be approved by the Board of Directors no later than the next regularly scheduled Board meeting.

Section 4: Function

Committees are the primary method for the Friends of Anahauc Refuge to take action. They undertake projects, studies, and activities which benefit the Friends of Anahuac Refuge. all projects on the Texas Chenier Plain National wildlife Refuge complex must be approved by the Refuge Complex Project Leader.

Article IX: Advisory Committee

Section 1: Number; Selection; Term, Qualification

The Advisory Committee members will be appointed by the Board of Directors. members of the Advisory Committee will be Honorary Members. Advisory Committee members may become voting members by paying their annual membership dues.

Article X: Amendments to By-laws

Section 1: Amendments

The power to repeal or to amend these By-Laws and to adopt additional By-Laws is vested in the Board of Directors

Section 2: Procedures

A motion to repeal, amend or adopt By-Laws must be made at a General or Special Membership Meeting.

At the meeting where there By-Laws are to be repealed, amended, or adopted, a majority of the voting Board members must vote for the change. such meetings require a majority of the Board of Directors be present to be valid.

These By-Laws were adopted by the Board of Directors 8/13/97