Bylaws Of The
Trinity Valley Exposition, Inc.
The purpose of the TRINITY VALLEY EXPOSITION, INC. (“TVE”) are to promote agriculture, youth organizations, youth activities and to award scholarship for education of youth – all for he benefit of the citizens of Liberty and Chambers Counties, Texas.
Article 2. – Principal Office
The principal office of the TVE shall be located in Liberty County, Texas.
Article 3. – The TVE Board of Directors
Section 1. – Number of Directors. The TVE Board of Directors (“the Board”) shall be composed of twelve (12) directors and at least one (1) of such directors shall be from Chambers County, Texas.
Section 2. – Qualifications of Directors/Conflict of Interest
a. Director shall be adults who reside, or work, full time in Liberty or Chambers County and who are
knowledgeable about the TVE and its activities. No one shall be allowed to serve as director who:
Has served as a director before 1990.
Is related as parent, grand parent, brother, sister, child or spouse (including spouse of any of the
foregoing) to a person serving as an officer, manager or director of TVE at the same time person is or
would be serving.
Has served as a director for all, or part, of two (2) consecutive year terms during the previous two (2)
years before the election or appointment in question.
b. If a director has a substantial interest in a business entity or in real property that’s of interest to the TVE, the director shall file, before a vote of decision on any matter involving the business entity or real property, an affidavit stating and disclosing the nature and the extent of the interest and such director shall abstain from further participation on the subject if:
1. In the case of a substantial interest in a business entity, the board of directors’ action will have a special economic effect on the business entity that is distinguishable from the effect on the general public; or
2. In the case of a substantial interest in real property, it is reasonably foreseeable that the board of directors’ action will have a special economic effect on the value of the property distinguishable from its effect on the general public.
c. “Business entity” means the individual director, a sole proprietorship, partnership, firm, corporation, holding company, joint stock company, receivership, trust or any other entity recognized by law.
d. For the purposes of paragraph b. of this Article 3, a director has a substantial interest in a business entity if:
1. The director owns ten (10% percent or more of the voting stock or shares of the business entity or owns either ten (10% percent or more or $15,000.00 or more of the fair market value of the business entity; or
2. Funds received by the director from the business entity exceed ten (10%) percent of the director’s gross income for the previous calendar year.
e. For the purpose of paragraph b. of this Article 3, a director has a substantial interest in real property if the interest is equitable or legal ownership with a fair market value of $2,500.00 or more.
f. A director is considered to have a substantial interest if a person related to the director as a spouse, child, step-child, daughter-in-law, or son-in-law has a substantial interest in the business entity or real property.
g. Notwithstanding any provision of this Article 3 to the contrary, a director shall not be prohibited from bidding at any TVE auction or having any spouse, child, step-child, daughter-in-law, or son-in-law participate in any TVE activity so long as the director does not influence or attempt to influence the result of any auction or activity. Bidding at any TVE auction by the director shall not be prohibited under this article. A director shall not be prohibited from assisting in the acquisition, care, keeping, and presentation of an animal project.
h. If the board of directors determines that any one or more of the above disqualifying events occurred without a timely compliance with paragraph b. of this Article 3, a vacancy of office shall be deemed to have occurred and the board shall fill the vacancy for the remainder of the vacated term.
i. A violation of this Article 3 shall not render any action of the board of directors void or voidable unless the topic that was subject of an action involving a conflict of interest would not have passed the board of directors without the vote of the director who violated this Article 3.
Section 3. – Term of Office. Directors shall serve two (2) year terms except for directors who are appointed to fill a vacancy. A director appointed to fill a vacancy shall serve the remainder of the unexpired term of the directors who position was vacated. All director vacancies shall be filled by the Board.
Section 4. – When Directors Elected – Six (6) directors shall be elected in January of each year and each shall begin to serve as a director immediately following the meeting at which such director is elected. The election of directors shall follow the election of the President in odd numbers years.
Section 5. – Election of Directors.
a. Director candidates shall be nominated by the nominating committee. The nominating committee shall consist of the President and four (4) directors who are serving their second or fourth year of service on the Board. The nominating committee shall be appointed by the President and approved by a majority vote of the Board. To begin the nominating process, the nominating committee, in October and November prior to the January elections, shall notify TVE committee members, advertisers, contributors and supporters to make written recommendations for director candidates. The nominating committee will select nominees from such written recommendations. At the next regular December meeting, the nominating committee shall provide the Board with a list of director candidates to be voted upon.
b. Elections. The election of directors shall be held each year at the regular January meeting. Board members
shall be elected from the list of nominees proposed by the nominating committee at the December meeting;
provided, that additional nominations may be made at the January Board meeting by a director if that
director’s nomination is seconded by another Board member. Voting shall be by secret ballot.
Section 6. – Board Chair. The Board shall be presided over by the Board Chair, who shall be a director. The
chair shall be elected by the Board in January of each year following the election of directors. The chair shall serve a one (1) year term of office that commences immediately after the Board meeting at which such person is elected chair. The chair shall be entitled to vote on all matters brought before the Board. A person shall not be entitled to serve more than two (2) successive terms as chair.
Section 7. – Powers and Duties of the Board. The Board shall regulate the affairs and business of the TVE and shall have all such powers and perform all such duties as it considers necessary and appropriate for the sound management and operation of the TVE including, but not limited to, the following.
a. To make rules and regulations consistent with the by-laws for the management of the TVE business.
b. To appoint, elect and remove directors, officers, managers and all other personnel of the TVE and prescribe the duties of each such persons.
c. To employ and terminate the employment of agents, attorneys, accountants, contracts and employees of the TVE.
d. To incur indebtedness on behalf of the TVE and to mortgage by deed of trust or otherwise pledge, assign and transfer as security for any indebtedness, all real property, contracts, accounts and other property belonging to the TVE. Board approval shall be required prior to the execution of all promissory notes, contracts, deeds of trust, mortgages, assignments, pledges and commitments, and any other instruments that may be required to an lending agency as prerequisite for any loan to the TVE, for the conduct of business of the TVE, for obtaining funds to be used as operating capital, or for attaining funds to use for the purchase of necessary facilities, or improvements.
e. To purchase, lease or rent any real estate or personal property as deemed necessary by the Board for part credit, or all cash, or all credit, and upon such terms and for the prices as the board deems proper.
f. To supervise all officers and agents and require their duties to be properly performed. To see that the TVE is operating for the mutual benefits of the people of Liberty and Chambers Counties in accordance with these by-laws.
g. To oversee, control, manage and arrange all of the financial affairs of the TVE, it properties and improvements.
h. To control and supervise the awarding of the TVE scholarships.
Section 8. Board Meetings.
a. Regular Board Meetings. Regular Board meetings shall be held on the second Tuesday of each month.
b. Special Board Meetings. Special Board meetings may be called by the Board Chair or by the President with
at least two (2) days notice to each director, either personally, by mail, telephone or telegram. The President
may also call special meetings, on like notices, upon the written request of at least two (2) directors.
c. Place of Meetings. All Board meetings shall be held at the TVE Office on the TVE grounds in Liberty, Texas
unless otherwise authorized by the Board.
b. A Quorum. Seven (7) directors must be present to constitute a quorum and to conduct business by the Board. Action by a quorum shall constitute an act of the Board unless by a quorum shall constitute an act of these by-laws. If a quorum is not present for a meeting of the Board, an adjournment shall be announced by the Board chair until such time as a quorum is present to conduct a meeting. Any purported action taken without a quorum is void and shall not be binding upon the TVE.
c. Conduct of Meeting. The Board chair shall preside at all Board meetings. If the Board Chair is not present,
the President shall preside, but shall be entitled to vote only in the event of a tie. If the President is absent,
the Vice-President will chair the meeting. If the Vice-President is absent, the General Manager shall chair the
meeting. The Secretary shall not chair a meeting and shall act only as the secretary for the meeting and the
custodian of the TVE’s records. Alcoholic beverage shall not be brought into or consumed at the Board
meeting.
d. Order of Business. The order of business at the regular meetings shall be substantially as follows:
1. Roll Call
Proof of due notice of meeting.
Approval of minutes
Report of officers and from committees.
Old and unfinished business.
New Business
Adjournment.
**g. In addition to conducting Board business at regular and/or special meetings, the President or Board Chair
shall be authorized to obtain telephone, fax, or e-mail approval for proposed Board Action when immediate
approval is deemed necessary and when it is very inconvenient or impractical under the particular
circumstance to convene a special meeting or wait until the next regular meeting. Such methods for
obtaining Board approval shall be utilized cautiously and shall not be employed as a routine method for
conducting Board business. Any such communication shall not be initiated unless both the President and
the Board Chair is in favor of the proposed action. To obtain such authorization for Board action, the
President or Board chair shall attempt to contact (either personally by telephone, by fax or e-mail) all
directors and shall explain to each director who is contacted the need for immediate Board approval and
the specifics regarding the proposed action, including, if applicable, the money proposed to be expended.
The matter sought to be approved shall require the affirmative consent of at least seven (7) directors.
Should such approval be obtained from the required number of directors, then at the next regular Board
meeting the President shall present for the Board’s approval and for attachment to the minutes of such
meeting a written memorandum disclosing the subject for which authorization was sought. Such written
memorandum shall include the name of each director contacted, the date and time of contact with each
director, a statement that both the President and Board chair favored the proposed action and it shall also
indicate clearly each directors vote on the subject. If any directors responded by fax or e-mail, such
response shall also be attached to the memorandum. The memorandum shall be signed by the Board
Chair and by the President.
Section 9 – Automatic Resignation-Reinstatement. Any director who misses three consecutive Board meetings or who misses (5) Board meetings in any calendar year shall be deemed to have automatically resigned from the Board. Upon a showing of good cause, such director may be reinstate by a majority vote of the Board. The Board shall have the sole discretion to determine if good cause exists and the Board’s decision shall be finial.
Article 4. – Officers of the TVE
Section 1. – Elected Officers. The Officers of the TVE shall be a President, Vice-President, a Secretary and a Treasurer. An Officer shall not be a director.
Section 2. – Qualification/Conflict of Interest as to Officers and Managers.
a. No one shall be allowed to serve as an officer or manager who:
Has served as a TVE director before 1990.
Is related as parent, grandparent, brother, sister, child or spouse (including spouse of any of the foregoing) to a person serving as an officer, manager or director of the TVE at the same time as the person is or would be serving.
Has served as a director for all, or part, of two (2) consecutive year terms during the pervious two (2) years before the election or appointment in questions.
b. All officers and managers are prohibited from having a personal financial interest in any contract entered into
by the TVE and from voting on any matter in which a family member or business associate has a financial or
beneficial interest., This provision shall not prevent any individual from bidding at the TVE auction or having
children participate in any TVE activity so long as the officer or manger does not, in any manner influence the
results of any competition.
c. If the Board determines that any one or more of the above disqualifying events has occurred, a vacancy of
office shall be deemed to have occurred and the Board may then fill such vacancy. Should one or more
disqualifying events (as determined by the Board) occur as to an officer or manager, a vacancy shall be
created and shall be filled by vote of the Board.
Section 3. – The President. The President shall be elected by a majority vote of the Board in December of
each even numbered year, and the person elected President shall assume the duties of office immediately
after the meeting at which such person was elected. The election shall be by secret ballot. The term of office
of the President shall be twenty-four (24) months. After authorization by the Board, the President shall have
the power to execute bonds, mortgages and other contracts on behalf of the TVE, except where required or
permitted by law to be otherwise signed and executed and except where the signing and executive thereof
shall be expressly delegated by the Board to some other officer or agent of the TVE. The President shall
insure that all orders and resolutions from the Board are carried swiftly into effect. Subject to the Board’s
approval, the President shall have the power to appoint the General Manager, and Secretary of the TVE. At
the pleasure of the Board, the immediate past president shall serve the succeeding year as an advisory (non-
voting) member of the Board.
Section 4. – Breaking Tie Votes. The President shall break any tie vote of the Board. This power shall be
assumed by the Vice-President in the absence of the President, and shall be assumed by the General
Manager in the absence of both the President and Vice-President.
Section 5. – The Vice President. The Vice President shall be elected by a majority of the Board in December
of each year. There term of office for the Vice-President is twelve (12) months. The Vice-President shall, in
the absence or disability of the President, perform the duties and exercise the powers of the President and
shall perform all other duties as directed by the board.
Section 6. The Secretary – The Secretary shall be the scribner and custodian of the corporate records. The
Secretary shall be appointed by the President subject to prior Board approval. The Secretary shall attend all
meetings of the Board and shall take minutes of such meetings. The Secretary shall keep the corporate seal
and when authorize by the Board, affix the same to any instrument requiring it, and when so affixed is shall be
attested by the Secretary’s signature. When the corporate seal is required as to instruments executed in the
course of ordinary business, the Secretary shall attest to the signature of the President, or Vice-President and
shall affix the seal thereto.
Section 7. – The Treasurer. The Treasurer shall be elected by majority vote of the Board. The term of office
for Treasurer shall be twelve (12) months. The Treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounting books and records including those showing the receipts
and the disbursements of funds belonging to the TVE. The Treasurer shall deposit all money and other
valuable effects, in the name of, and to the credit of, the TVE, in a depository to be designated by the Board.
The Treasurer shall give the Board regular and complete financial statements, showing the financial condition
of the TVE.
Section 8. – The General Manager. The General Manager shall be appointed by the President with prior
Board approval. The term of office of the General Manager shall be twelve (12) months. Under the direction
of the President and the Board, the General Manager shall have the power to appoint all committee
chairpersons, subject to prior approval by the President and Board. The General Manager shall receive
compensation as approved by the Board.
Section 9 – Assistant Managers. The General Manager may appoint, subject to prior approval by the
President and Board, as many as seven (7) Assistant Managers**. The term of office for an Assistant
Manager shall be twelve (12) months. Assistant Managers should be approved on a year to year basis, not to
exceed three (3) consecutive year of service. The Assistant Manager shall assist the General Manager in the
ordinary and the usual business of the TVE. Assistant Managers shall serve without compensation.
Article 5. – Vacancy In Office
In addition to the other disqualifying events that create a vacancy as provided by these by-laws, a vacancy shall also be deemed to have occurred should one or more of the following occur as to any director, officer, General Manager or assistant manager:
a. Death
b. Resignation.
c. Failure to reside or work full time in Liberty or Chambers Counties, Texas
d. Failure to attend to the trust and/or duties of the office or position, as determined by vote of the Board.
Unless other wise provided by these by-laws, any such vacancy shall be filled by vote of the Board.
Article 6. – Compensation
All directors, officers, assistant managers and committee members shall serve without compensation. However, any of the such persons may be reimbursed by the Board for legitimate expenditures made on behalf of the TVE.
Article 7. – Contracts
All contracts concerning the TVE must have Board approval and be signed by the President. Carnival and rodeo contracts shall also be executed by the respective committee chairperson.
Article 8. - Committees
Section 1. – Committee Chair. The Board shall appoint each committee chair at or before the March Board
meeting of each year. Each committee chair shall serve at the will and pleasure of the Board. A person may
serve for more than three (3) consecutive years. Each committee chair shall appoint one (1) member of that
committee as vice-chair. The vice-chair shall not be immediate family member of the committee chair
(spouse, parent, child or sibling). The vice-chair shall fulfill the duties of the committee chair during the
absence of the committee chair or during the time the committee chair is unable to unwilling to perform the
duties of the committee chair.
Section 2. – Committee Members. Each Committee chair may appoint and/or remove any member of that
committee. Each committee chair may appoint as many committee members as the chair deems appropriate
for the operation of the committee. The Board and General Manager shall approve committee appointments.
All committee members shall serve at the will and pleasure of the Board, which shall have the final authority
as to committee members. Committee members should attend all committee meetings, properly report and
account for all funds delivered to and/or collected by any committee member, be a positive influence for the
TVE in committee work, contacts with other people concerning TVE activities. Committee members should
convey ideas and suggestions for the betterment of the TVE, be professional in committee activities and see
to the timely completion of assigned task.
Section 3. – Committee Chair Responsibilities. Each committee chair shall have the following responsibilities:
a. See to the timely, proper performance of committee assignments and duties.
b. On or before May 1st of each year compile and deliver a typed list of committee members to the Assistant manager over that committee and to the TVE Office. The list shall include the name, mailing address, telephone number and e-mail address of all committee members.
c. On or before June 1st of each year prepare and deliver a typed committee budget to the Assistant
Manager over the committee and to the TVE office.
d. Attend all committee chair meetings. If a committee chair is unable to attend any such meeting, the vice-
chair or other designated committee members shall attend any such meeting and fully report to the
committee chair.
e. Properly report and account for all funds delivered to and/or collected by the committee. All collected
funds and reports shall be delivered to the Assistant Manager over the committee, to the Facility Manager
or to the TVE President.
f. Keep the Assistant Manager over the committee informed of committee activities.
g. Be a positive influence for the TVE in committee work, contacts with committee members and other
people you contact concerning TVE activities.
h. Freely convey ideas and suggestions to better the TVE and be professional in conducting committee
activities.
i. Timely complete such tasks as may be assigned by the Board an/or any authorized TVE Official.
Article 9. – Miscellaneous Provisions
Section 1. – By Laws Printed. After adoption, these by-laws shall be copied and delivered to each director
and officer.
Section 2 – Checks. All checks shall be signed by two (2) of the following; President, General Manager, Secretary, or the Treasurer.
Section 3 – Fiscal Year and Financial Statements. The fiscal year of the TVE shall be the calendar year. A
financial statement, profit and loss statement and balance sheet be presented to the Board at least four (4)
times per year or more frequently as the Board shall direct.
Section 4. – Budget. The President shall present a proposed budget to the Board at the regular February
Board meeting of each year. The Board shall adopt a budget no later than the following regular Board
meeting in March. The budget shall include income and expenses for each committee as established by the
Board.
Section 5. – Fidelity Bond. the President and Treasurer shall each provide a fidelity bond in favor of the TVE
in the amount of ONE HUNDRED THOUSAND AND NO/100 ($100,000.00) Dollars each. The TVE shall pay
the premiums for such bonds.
Section 6. – Political Advertising. No paid or any other form of political advertising shall be placed anywhere on the grounds except in the Exposition Hall and committee persons are not allowed to wear advertising, such as buttons or shirts endorsing candidates. Individuals may pay for a space in the Exposition Hall.
Article 10. – Amendments of By-Laws
These By-Laws may be amended at any regular meeting of the Board by a majority vote of the Board.