BY-LAWS
OF THE
SIX FLAGS ASSOCIATION of FORMER EMPLOYEE’S

(A Not-For-Profit Corporation)

ARTICLE I
OFFICES

1.1 Registered Office.The Registered Office of the Association shall be located at:

700 Northeast Loop 820,
Suite 214
Hurst, TX 76053

and the registered Agent shall be at such address. The Board of Directors may change its registered office or its registered agent, or both, as prescribed by the Texas Business Corporation Act.

1.2 Business Office. The Business Office of the Association shall be located at:The Business Office of the Association shall be located at:

700 Northeast Loop 820,
Suite 214
Hurst, TX 76053

1.3 Other Offices. The Association may also maintain offices at such other places in the State as the Board of Directors may from time to time approve.The Association may also maintain offices at such other places in the State as the Board of Directors may from time to time approve.

ARTICLE II
MEMBERS

2.1 Membership Qualifications. Membership in the Association is opened to anyone that has previously been employed at the Six Flags Over Texas Amusement Park for any portion of a prior season. A prior season is any season in a calendar year prior to the year of admission. Qualified prior employment includes employment by a park licensee or contractor.Membership in the Association is opened to anyone that has previously been employed at the Six Flags Over Texas Amusement Park for any portion of a prior season. A prior season is any season in a calendar year prior to the year of admission. Qualified prior employment includes employment by a park licensee or contractor.

2.2 Initial Membership. The persons signing the Certificate of Incorporation as Incorporators shall be the first members of the Association, unless they shall have resigned as such members or unless membership shall otherwise have been terminated.The persons signing the Certificate of Incorporation as Incorporators shall be the first members of the Association, unless they shall have resigned as such members or unless membership shall otherwise have been terminated.

2.3 Honorary & Special Members. (a) Individuals not otherwise qualified to become members of the organization can, nevertheless, be elected special members by a vote of the Executive Committee. Special membership may be awarded due to special contribution to this Association or the Six Flags Over Texas Amusement Park.Individuals not otherwise qualified to become members of the organization can, nevertheless, be elected special members by a vote of the Executive Committee. Special membership may be awarded due to special contribution to this Association or the Six Flags Over Texas Amusement Park.

(b) Special members shall have the right to hold office as a Director, serve on committees, participate in all association activities, and to vote, the same as other members, and shall be awarded a similar certificate of membership.

(c) Individuals not otherwise qualified to become members of the association can nevertheless be elected Honorary Members by a vote of the Executive Committee. Honorary membership can be awarded based on any contribution to the Association, the park, the community, or the Amusement Park industry.

(d) Honorary members shall be issued a certificate which evidences their status as Honorary members, but shall not have any other rights of membership, nor vote in any membership election.

2.4 Application of Membership. (a) Applicants will indicate their willingness to become members by completing, or causing to be completed, a membership application or an on-line membership form, approved by the Membership Committee. An applicant shall not be denied membership solely due to the fact that some information has been omitted from the form, or any information is in the wrong format or is non-responsive, so long as the form is substantially complete, as determined by the Membership Committee.(a)Applicants will indicate their willingness to become members by completing, or causing to be completed, a membership application or an on-line membership form, approved by the Membership Committee. An applicant shall not be denied membership solely due to the fact that some information has been omitted from the form, or any information is in the wrong format or is non-responsive, so long as the form is substantially complete, as determined by the Membership Committee.

(b) Upon a majority vote of the Executive Committee, membership can be extended to any individual who has submitted membership information to any informal association of former employees prior to the formation of this organization.

2.5 Confirmation of Membership. EachMembership application will be verified and approved by the Membership committee, who shall determine if it is acceptable. If any problems with the application can be corrected, the Membership Committee shall notify an applicant whose form is not accepted of the steps necessary to complete the application process.EachMembership application will be verified and approved by the Membership committee, who shall determine if it is acceptable. If any problems with the application can be corrected, the Membership Committee shall notify an applicant whose form is not accepted of the steps necessary to complete the application process.

2.6 Membership Certificates. The Board of Directors may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Association. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of any officer or officers designated by the Board of Directors and may bear the seal of the Association or a facsimile thereof.The Board of Directors may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Association. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of any officer or officers designated by the Board of Directors and may bear the seal of the Association or a facsimile thereof.

2.7 Membership Dues. The Association may levy initiation fees, dues, and assessments on its members. Failure to pay such dues does not automatically terminate membership in the Association. The Association must provide a member written notice of any failure to pay any amount due, as well as an opportunity to pay the amount due, before the Association may expel a member.The Association may levy initiation fees, dues, and assessments on its members. Failure to pay such dues does not automatically terminate membership in the Association. The Association must provide a member written notice of any failure to pay any amount due, as well as an opportunity to pay the amount due, before the Association may expel a member.

2.8 Capital Contributions. No capital contribution shall be made to, or accepted by, the Association, although the Association may assess dues, accept donations, and enter into authorized loan commitments.No capital contribution shall be made to, or accepted by, the Association, although the Association may assess dues, accept donations, and enter into authorized loan commitments.

2.9 Termination of Membership. The right or interest of a member shall not terminate except upon the happening of any of the following events: death, resignation, expulsion, expiration of a term of membership, dissolution or liquidation of the Association.The right or interest of a member shall not terminate except upon the happening of any of the following events: death, resignation, expulsion, expiration of a term of membership, dissolution or liquidation of the Association.

ARTICLE III
MEMBERSHIP MEETINGS

3.1 Membership Meetings (a) The Membership of the Association shall not hold regular meetings.(a) The Membership of the Association shall not hold regular meetings.

(b) Special Meeting of Members may be held from time to time, as may be permitted by law, and as called by the Chairperson of the Board of Directors, a majority of the Board of Directors, or by a petition of the Membership.

(c) The Chairperson of the Board of Directors, or a majority of the Board of Directors, may call a meeting of the membership by issuing a Notice of Meeting, as set forth below.

(d) The membership may call a meeting by presenting to the Chairperson of the Board of Directors, or any Member of the Board of Directors, a petition for meeting signed by one-half of the enrolled membership as of 30-days prior to the delivery of the petition. The petition shall contain a date, a proposed location, and a specific list of the items to be discussed at the meeting, as well as any action proposed to be taken at the meeting.

(e) Upon receipt of a qualified petition for meeting, a Notice Meeting shall be promptly issued by the Chairperson of the Board of Directors, or any Member of the Board of Directors.

(f) Any written Notice of a Meeting issued by the Board of Directors or the Chairperson of the Board, shall contain:

(i) a statement of the day and hour of the meeting;
(ii) the place of the meeting;
(iii) the person or persons calling the meeting; and
(iv) the matters to be discussed or the action to be proposed at the meeting. If the meeting is being called due to a petition of the membership, the Notice shall state the specific items requested to be discussed, or proposed action to be taken, as set forth in the petition.

(g) Notice of the Meeting, shall be given either personally, by first class mail, or by e-mail, not less than 10 days before the date of the meeting. If mailed by any other class of mail, it shall be given not less than thirty days before the date of the meeting to each Member at his or her address as it appears on the records of the members of the Association. If such Member shall have filed with the Secretary of the Association a written request that notices to be mailed to some other address, then such notice shall be directed to him or her at such other address. If mailed, such notice is given when deposited with postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United States Post Office.

(h) Whenever the Association shall have more than three hundred members, the notice may be served by publication, in lieu of mailing, in a newspaper published in the county in the state in which the principal office of the Association is located, once a week for three successive weeks preceding the date of the meeting. The notice may also be announced, in lieu of mailing, by publication on one or more web-sites designated by the Board of Directors as qualified web-sites for the publishing of such notices, for a period of not less than three weeks prior to the meeting.

(i) Notice of a meeting need not be given to any Member who submits a signed Waiver of Notice before or after the meeting. The attendance of any Member in person or by proxy at the meeting, without protesting the lack of notice of a meeting prior to the conclusion of such meeting, shall constitute a waiver of notice by such Member.

(j) Whenever a meeting of Members is adjourned, it shall not be necessary to provide any notice of the time and place of the restated adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting so adjourned. In the event the Board of Directors fixes a new record date for an adjourned meeting, a new notice shall be given, in the same manner as herein provided.

(k) A list or record of members entitled to vote at any meeting of members, certified by the Secretary, shall be produced at any meeting of members upon request of any member given in writing to the Association at least 10 days prior to such meeting. Such list or record shall be evidence of the right of the persons to vote at such meeting.

3.2 Record Date. (a) The Board of Directors of the Association shall fix a record date for the purpose of determining Members entitled to notice of any meeting; to vote, express consent or dissent from any proposal without a meeting; to receive distributions or allotment of rights; or for any other proper purpose.(a) The Board of Directors of the Association shall fix a record date for the purpose of determining Members entitled to notice of any meeting; to vote, express consent or dissent from any proposal without a meeting; to receive distributions or allotment of rights; or for any other proper purpose.

(b) Such record date shall not be more than fifty (50) days, nor less than ten (10) days, prior to the date of such meeting, or consent, or the date on which any distribution or allotment of rights, as the case may be, is to be made.

(c) In the event no record date is fixed, the record date for the determination of Members entitled to vote at a meeting of Members shall be the close of business on the day preceding the day on which notice is given, or the day on which the meeting is held, as selected by the Board of Directors.

(d) The record date for determining Members for any propose other than that specified in the preceding sections shall be the close of business on the day on which the resolution of Directors relating thereto is adopted. Establishment of a record date shall apply to any adjournment of any meeting, unless a new record date is fixed by the Board of Directors for such adjourned meeting.

3.3 Proxy Voting. Every member entitled to vote at a meeting of members, or to express consent or dissent without a meeting, may authorize another person to act for him by proxy in all matters in which a member may participate. Every proxy shall be signed by the member or his attorney-in-fact, and shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy.Every member entitled to vote at a meeting of members, or to express consent or dissent without a meeting, may authorize another person to act for him by proxy in all matters in which a member may participate. Every proxy shall be signed by the member or his attorney-in-fact, and shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy.

3.4 Inspection of Membership Records. The Directors, in advance of any meeting of Members, may appoint one or more inspectors to act at any meeting or any adjournment thereof. If inspectors are not appointed, the presiding officer of the meeting may appoint inspectors. However, the Director or officer presiding need not appoint an inspector at any meeting of Members unless a Member entitled to vote thereat requests an appointment of such inspector. Each appointed inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall determine the number of membership certificates or cards, the voting power of each, the number of memberships represented at the meeting, the existence of a quorum, and the validity and effect of proxies. The inspectors shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and do such acts as are proper to conduct the election or vote with fairness to all Members. On the request of any person presiding or of any member entitled to vote thereat, the inspectors shall make a report in writing of all matters determined by them with respect to such meeting and execute a certificate of any fact found by them.The Directors, in advance of any meeting of Members, may appoint one or more inspectors to act at any meeting or any adjournment thereof. If inspectors are not appointed, the presiding officer of the meeting may appoint inspectors. However, the Director or officer presiding need not appoint an inspector at any meeting of Members unless a Member entitled to vote thereat requests an appointment of such inspector. Each appointed inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall determine the number of membership certificates or cards, the voting power of each, the number of memberships represented at the meeting, the existence of a quorum, and the validity and effect of proxies. The inspectors shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and do such acts as are proper to conduct the election or vote with fairness to all Members. On the request of any person presiding or of any member entitled to vote thereat, the inspectors shall make a report in writing of all matters determined by them with respect to such meeting and execute a certificate of any fact found by them.

3.5 Procedures for Membership Meetings. (a) A majority of the Members (present in person or by proxy) shall constitute a quorum for the transaction of business at a Members’ meeting.(a) A majority of the Members (present in person or by proxy) shall constitute a quorum for the transaction of business at a Members’ meeting.

(b) A majority of the Members (present or represented at such meeting) may adjourn the meeting. When a quorum is present at any adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

(c) Each Member shall have one vote upon all questions presented for action at any meeting of the Members.

(d) The Chairperson of the Board shall preside over any membership meeting. In the absence of the Chairperson of the Board, the Board of Directors shall select a director or member to preside over a membership meeting.

ARTICLE IV
BOARD OF DIRECTORS

4.1 Make up of Board. The Association shall be managed by its Board of Directors. Each director shall be at least 18 years of age. The initial Board of Directors shall consist of eight (8) persons. Thereafter, the number of Directors constituting the entire Board shall not be less than three. Subject to the foregoing, the number of Board of Directors may be fixed from time to time by resolution of the Board of Directors. The number of Directors may be increased or decreased by action of the Members or the Board of Directors, provided that any action by the Board of Directors to effect such increase or decrease shall require the vote of a majority of the entire Board of Directors. No decrease shall shorten the term of any Director then in office.The Association shall be managed by its Board of Directors. Each director shall be at least 18 years of age. The initial Board of Directors shall consist of eight (8) persons. Thereafter, the number of Directors constituting the entire Board shall not be less than three. Subject to the foregoing, the number of Board of Directors may be fixed from time to time by resolution of the Board of Directors. The number of Directors may be increased or decreased by action of the Members or the Board of Directors, provided that any action by the Board of Directors to effect such increase or decrease shall require the vote of a majority of the entire Board of Directors. No decrease shall shorten the term of any Director then in office.

4.2 Initial Board of Directors. The initial Board of Directors shall consist of those persons named as the Initial Board of Directors in the Certificate of Incorporation of the Association.The initial Board of Directors shall consist of those persons named as the Initial Board of Directors in the Certificate of Incorporation of the Association.

4.3 Term of Office. Directors shall serve until they resign, die, or are removed from office.Directors shall serve until they resign, die, or are removed from office.

4.4 New Directors. Newly-created directorships or vacancies in the Board of Directors may be filled by a vote of a majority of the Board of Directors then in office, although less than a quorum.Newly-created directorships or vacancies in the Board of Directors may be filled by a vote of a majority of the Board of Directors then in office, although less than a quorum.

4.5 Removal of a Director. (a) Any Director may be removed with, or without cause, by a majority vote of the members of the Association at any special meeting or by a vote of the majority Board of Directors then in office, at any regular or special meeting of the Board of Directors.(a) Any Director may be removed with, or without cause, by a majority vote of the members of the Association at any special meeting or by a vote of the majority Board of Directors then in office, at any regular or special meeting of the Board of Directors.

(b) A Director may resign from office at any time by delivering a written resignation to the Board of Directors delivered to the Chairperson of the board, or the registered agent of the association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Association. Acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make it effective.

4.6 Meetings of the Board of Directors. (a) An annual meeting of the Board of Directors shall be held at such time and place as shall be fixed by the Board of Directors from time to time or by the person or persons calling the meeting. Additional Meetings of the Board shall be held at any place within or without the State of Texas as the Board may from time to time fix or as shall be specified in the notice, or waiver of notice thereof.(a) An annual meeting of the Board of Directors shall be held at such time and place as shall be fixed by the Board of Directors from time to time or by the person or persons calling the meeting. Additional Meetings of the Board shall be held at any place within or without the State of Texas as the Board may from time to time fix or as shall be specified in the notice, or waiver of notice thereof.

(b) No notice shall be required for annual meetings of the Board of Directors for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, or by a majority of the directors then in office.

(c) Notice of time and place of each special meeting of the Board of Directors shall be mailed to each Director, postage prepaid, addressed to him or her at his or her residence or usual place of business, or at such other address as he or she may have designated in a written request filed with the Secretary of the Association at least eight days before the day on which the meeting is to be held, provided, however that if such notice is for a special meeting requiring prompt action, such notice may be sent to him or her at such address by telegram, cablegram, facsimile transmission, email or by telephone, not less than forty-eight hours before the time at which such meeting is to be held. The requirement for furnishing notice of a meeting may be waived by any Director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him or to her.

4.7 Quorum. (a) Except as otherwise stated by law, the Certificate of Incorporation of this Association or these Bylaws, a majority of the Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business. Whenever a vacancy on the Board of Directors shall prevent a quorum from being present, then, in such event, the quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as otherwise stated by law or these Bylaws, the vote of a majority of the Directors present at the time of vote, if a quorum is present at such time, shall be the act of the Board. Even with a quorum, to remove one or more Directors from office, a majority vote of all directors currently holding office shall be required.(a) Except as otherwise stated by law, the Certificate of Incorporation of this Association or these Bylaws, a majority of the Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business. Whenever a vacancy on the Board of Directors shall prevent a quorum from being present, then, in such event, the quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as otherwise stated by law or these Bylaws, the vote of a majority of the Directors present at the time of vote, if a quorum is present at such time, shall be the act of the Board. Even with a quorum, to remove one or more Directors from office, a majority vote of all directors currently holding office shall be required.

(b) Any action required or permitted to be taken by the Board, or any committee thereof, may be taken without a meeting, if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

(c) Any one or more members of the Board or a committee thereof, may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

4.8 Chairperson of the Board. (a) The Board of Directors may elect from the Directors, a Chairperson of the Board of Directors.(a) The Board of Directors may elect from the Directors, a Chairperson of the Board of Directors.

(b) The Chairperson of the Board, if any, shall preside at all meetings of Members and of the Board of Directors. In the absence of the Chairperson, any other Director chosen by the Board, shall preside.

(c) The Chairperson of the Board shall preside for a period of two years.

ARTICLE V
EXECUTIVE COMMITTEE

5.1 Executive Committee. The Board of Directors shall appoint an Executive Committee to manage the affairs of the Association. The Executive committee shall be composed of TEN (10) members, each of which is a member of the Association and at least two of which shall be Directors of the Board of Directors. The number of members of the Executive Committee can be enlarged, but not reduced, by the Board of Directors.The Board of Directors shall appoint an Executive Committee to manage the affairs of the Association. The Executive committee shall be composed of TEN (10) members, each of which is a member of the Association and at least two of which shall be Directors of the Board of Directors. The number of members of the Executive Committee can be enlarged, but not reduced, by the Board of Directors.

5.2 Officers Of Association The Board of Directors shall appoint the following officers from the Executive Committee:The Board of Directors shall appoint the following officers from the Executive Committee:

a President;
a Vice President of Administration;
a Vice President of Membership;
a Vice President of Membership Activities;
a Vice President of Benevolent Activities;
a Secretary;
a Treasurer;

and such other officers as the Board of Directors may from time to time appoint. One person may hold more than one office in the Association except that no one officer may hold the offices of President and Secretary.

5.3 Duties of Officers

(a) President. The President shall be the chief executive officer of the Association, shall have general supervision of the affairs of the Association, and shall keep the Board of Directors fully informed about the activities of the Association. He or she shall have the power to sign alone, unless the Board of Directors shall specifically require an additional signature, in the name of the Association, all contracts authorized, whether generally or specifically by the Board. He or she shall perform such other duties as shall from time to time be assigned by the Board of Directors.The President shall be the chief executive officer of the Association, shall have general supervision of the affairs of the Association, and shall keep the Board of Directors fully informed about the activities of the Association. He or she shall have the power to sign alone, unless the Board of Directors shall specifically require an additional signature, in the name of the Association, all contracts authorized, whether generally or specifically by the Board. He or she shall perform such other duties as shall from time to time be assigned by the Board of Directors.

(b) Vice-President of Administration. The Vice-President of Administration shall be responsible for the administrative affairs of the Association, including all documents, files and property of the organization, and contracts and legal affairs of the Association. In the absence or disability of the President of the Association, the Vice-President of Administration shall perform all the duties of the President. The Vice-President of Administration shall have the authority to sign alone, unless the Board of Directors shall specifically require an additional signature, in the name of the Association, all contracts authorized, whether generally or specifically by the Board. The Vice-President of Administration shall perform such other duties as may be prescribed by the Board of Directors from time to timeThe Vice-President of Administration shall be responsible for the administrative affairs of the Association, including all documents, files and property of the organization, and contracts and legal affairs of the Association. In the absence or disability of the President of the Association, the Vice-President of Administration shall perform all the duties of the President. The Vice-President of Administration shall have the authority to sign alone, unless the Board of Directors shall specifically require an additional signature, in the name of the Association, all contracts authorized, whether generally or specifically by the Board. The Vice-President of Administration shall perform such other duties as may be prescribed by the Board of Directors from time to time

(c) Vice President of Membership. The Vice-President of Membership shall promote the Association, provide for distribution of membership forms and for the certification of submitted membership applications. The Vice-President of Membership shall be the chairperson of the Membership Committee. In the absence or disability of the President of the Association, and the Vice-President of Administration, the Vice-President of Membership shall perform all the duties of the President. The Vice-President of Membership shall perform such other duties as may be prescribed by the Board of Directors from time to time.The Vice-President of Membership shall promote the Association, provide for distribution of membership forms and for the certification of submitted membership applications. The Vice-President of Membership shall be the chairperson of the Membership Committee. In the absence or disability of the President of the Association, and the Vice-President of Administration, the Vice-President of Membership shall perform all the duties of the President. The Vice-President of Membership shall perform such other duties as may be prescribed by the Board of Directors from time to time.

(d) Vice President of Membership Activities. The Vice-President of Activities shall plan activities for members. The Vice-President of Activities shall be the chairperson of the Activities Committee. In the absence or disability of the President of the Association, the Vice-President of Administration and the Vice-President of Membership, the Executive Vice-President of activities shall perform all the duties of the President. The Vice-President of Membership Activities shall perform such other duties as may be prescribed by the Board of Directors from time to timeThe Vice-President of Activities shall plan activities for members. The Vice-President of Activities shall be the chairperson of the Activities Committee. In the absence or disability of the President of the Association, the Vice-President of Administration and the Vice-President of Membership, the Executive Vice-President of activities shall perform all the duties of the President. The Vice-President of Membership Activities shall perform such other duties as may be prescribed by the Board of Directors from time to time

(e) Vice President of Charitable Activities. The Vice-President of Charitable Activities shall implement charitable programs. The Vice-President of Charitable Activities shall be the chairperson of the Charitable Activities Committee. In the absence or disability of the President of the Association, the Vice-President of Administration, the Vice-President of Membership, and the Vice-President of Activities, the Vice-President of Charities shall perform all the duties of the President. The Vice-President of Charities shall perform such other duties as may be prescribed by the Board of Directors from time to time.The Vice-President of Charitable Activities shall implement charitable programs. The Vice-President of Charitable Activities shall be the chairperson of the Charitable Activities Committee. In the absence or disability of the President of the Association, the Vice-President of Administration, the Vice-President of Membership, and the Vice-President of Activities, the Vice-President of Charities shall perform all the duties of the President. The Vice-President of Charities shall perform such other duties as may be prescribed by the Board of Directors from time to time.

(f) Secretary. The Secretary shall attend all meetings of the members and the Board of Directors, and of the executive committee, and shall preserve in the books of the Association true minutes of the proceedings of all meetings. He or she shall safely keep in his or her custody the seal of the Association and shall have authority to affix it to all instruments where its use is required. He or she shall give all notices required by statute, by these Bylaws, or resolution and shall perform any other duties as may be delegated by the Board of Directors or by the executive committee.The Secretary shall attend all meetings of the members and the Board of Directors, and of the executive committee, and shall preserve in the books of the Association true minutes of the proceedings of all meetings. He or she shall safely keep in his or her custody the seal of the Association and shall have authority to affix it to all instruments where its use is required. He or she shall give all notices required by statute, by these Bylaws, or resolution and shall perform any other duties as may be delegated by the Board of Directors or by the executive committee.

(g) Treasurer. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Association. He or she shall have the care and custody of all of the funds and securities of the Association, and shall deposit or cause to be deposited said funds in the name and to the credit of the Association in such bank accounts at such depositories as the Board of Directors may from time to time determine. He or she shall disburse funds of the Association as may be ordered by the Board, taking proper vouchers for the disbursements, and shall render to the president and directors at the annual meetings of the board, and whenever requested by them, an account of all treasurer transactions and of the financial condition of the Association. If required by the Board, he or she shall deliver to the President of the Association, and shall keep in force, a bond in form, amount and with a surety or securities satisfactory to the board, conditioned for faithful performance of the duties of the office, and for restoration to the Association in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in the possession or control of the treasurer and belonging to the Association. He or she shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Association when counter-signed by the President; sign checks, drafts, notes and orders for the payment of money, which shall have been duly authorized by the Board of Directors.The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Association. He or she shall have the care and custody of all of the funds and securities of the Association, and shall deposit or cause to be deposited said funds in the name and to the credit of the Association in such bank accounts at such depositories as the Board of Directors may from time to time determine. He or she shall disburse funds of the Association as may be ordered by the Board, taking proper vouchers for the disbursements, and shall render to the president and directors at the annual meetings of the board, and whenever requested by them, an account of all treasurer transactions and of the financial condition of the Association. If required by the Board, he or she shall deliver to the President of the Association, and shall keep in force, a bond in form, amount and with a surety or securities satisfactory to the board, conditioned for faithful performance of the duties of the office, and for restoration to the Association in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in the possession or control of the treasurer and belonging to the Association. He or she shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Association when counter-signed by the President; sign checks, drafts, notes and orders for the payment of money, which shall have been duly authorized by the Board of Directors.

(h) The Assistant Secretary/Treasurer. If appointed, in the absence or disability of the Secretary, the Assistant Secretary shall perform the duties and exercise the powers of the Secretary. If appointed, in the absence or disability of Treasurer, the Assistant Treasurer shall perform the duties and exercise the powers of the Treasurer.If appointed, in the absence or disability of the Secretary, the Assistant Secretary shall perform the duties and exercise the powers of the Secretary. If appointed, in the absence or disability of Treasurer, the Assistant Treasurer shall perform the duties and exercise the powers of the Treasurer.

(i) Removal. Any officer elected by the Board may be removed by the Board with or without cause. The removal of any officer, with or without cause, shall be without prejudice to his or her contracts rights, if any.Any officer elected by the Board may be removed by the Board with or without cause. The removal of any officer, with or without cause, shall be without prejudice to his or her contracts rights, if any.

5.4 Authority. Unless otherwise directed by the Board of Directors, the Executive Committee shall have authority to determine the amount and manner of imposing and collecting any initiation fees dues or other fees, assessments, fines and penalties; the manner of suspension or termination of membership, and for reinstatement of membership; and, except as may hereinafter otherwise be provided; the rights, liabilities and other incidents of membership.Unless otherwise directed by the Board of Directors, the Executive Committee shall have authority to determine the amount and manner of imposing and collecting any initiation fees dues or other fees, assessments, fines and penalties; the manner of suspension or termination of membership, and for reinstatement of membership; and, except as may hereinafter otherwise be provided; the rights, liabilities and other incidents of membership.

5.5 Term of Office. Each officer shall hold office for two years, until the last day of the second year of appointment, or until his successor has been duly elected and qualifies, whichever is later.Each officer shall hold office for two years, until the last day of the second year of appointment, or until his successor has been duly elected and qualifies, whichever is later.

5.6 Executive Committee Compensation. No Executive Committee member shall receive any salary, compensation or emolument solely due to his or her position as a member of the Executive Committee. The Board of Directors may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Association, as well as compensation for any special services rendered to the Association. No Executive Committee member shall receive any salary, compensation or emolument solely due to his or her position as a member of the Executive Committee. The Board of Directors may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Association, as well as compensation for any special services rendered to the Association. 

ARTICLE VI
EXECUTIVE COMMITTEE MEETINGS

6.1 Time of Meetings. (a) An annual meeting of the Executive Committee shall be held at such time and place as shall be fixed by the members of the Executive Committee. Additional Meetings of the Executive Committee shall be held at any place within or without the State of Texas, as the Board may from time to time fix.(a) An annual meeting of the Executive Committee shall be held at such time and place as shall be fixed by the members of the Executive Committee. Additional Meetings of the Executive Committee shall be held at any place within or without the State of Texas, as the Board may from time to time fix.

(b) No notice shall be required for annual meetings of the Executive Committee for which the time and place have been fixed. Special meetings may be called by or at the direction of the President of the Association, or by a majority of the Executive Committee Members, then serving on the Committee.

(c) Notice of time and place of each special meeting of the Executive Committee shall be mailed to each committee member, postage prepaid, addressed to the member, at the member’s residence or usual place of business, or at such other address as the member may have designated in a written request filed with the Secretary of the Association at least eight days before the day on which the meeting is to be held. If such notice is for a special meeting requiring prompt action, such notice may be sent by telegram, cablegram, facsimile transmission, e-mail, or by telephone, not less than forty-eight hours before the time at which such meeting is to be held. The requirement for furnishing notice of a meeting may be waived by any Director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him or to her.

6.2 Quorum. (a) Except as otherwise stated by law, the Certificate of Incorporation of this Association, or these Bylaws, a majority of the Executive Committee shall constitute a quorum for the transaction of business or of any specified item of business. Whenever a vacancy on the Executive Committee shall prevent a quorum from being present, then a quorum shall consist of a majority of the members of the Executive Committee excluding the vacancy. A majority of the Members present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as otherwise stated by law or these Bylaws, the vote of a majority of the Members present at the time of vote, if a quorum is present at such time shall be the act of the Executive Committee.(a) Except as otherwise stated by law, the Certificate of Incorporation of this Association, or these Bylaws, a majority of the Executive Committee shall constitute a quorum for the transaction of business or of any specified item of business. Whenever a vacancy on the Executive Committee shall prevent a quorum from being present, then a quorum shall consist of a majority of the members of the Executive Committee excluding the vacancy. A majority of the Members present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as otherwise stated by law or these Bylaws, the vote of a majority of the Members present at the time of vote, if a quorum is present at such time shall be the act of the Executive Committee.

(b) Any action required or permitted to be taken by the Committee, or any subcommittee thereof, maybe taken without a meeting if all members of the Committee, or the subcommittee, consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Committee or subcommittee shall be filed with the minutes of the proceedings of the Committee or subcommittee.

(c) Any one or more members of the Committee, or a subcommittee thereof, may participate in a meeting of the Committee or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

6.3 Place of Meetings. Unless otherwise indicated on proper notice, meetings of the Executive Committee shall be held in the offices of the Association.Unless otherwise indicated on proper notice, meetings of the Executive Committee shall be held in the offices of the Association.

6.4 Order of Business. The order of business at the annual meeting of the Executive Committee shall be as follows:The order of business at the annual meeting of the Executive Committee shall be as follows:

(a) Roll call;
(b) Reading notice and proof of mailing;
(c) Reading of the last preceding meeting;
(d) Report of President;
(e) Report of Secretary;
(f) Report of Treasurer;
(g) Report of Special Committees;
(h) Old business;
(i) New business; and
(j) Adjournment;

providing that in the absence of any objection, the presiding officer may vary the order of business at his or her discretion.

6.5 Order of Business – Special Meetings. The order of business at special meeting of the Executive Committee shall be as determined by the presiding officer, or as set out in any agenda provided with the notice of meeting.The order of business at special meeting of the Executive Committee shall be as determined by the presiding officer, or as set out in any agenda provided with the notice of meeting.

ARTICLE VII
COMMITTEES

7.1 Committees. The Executive Committee shall appoint Permanent and Standing Committees as necessary to conduct the business of the Association. Such committees shall have such authority as the Board of Directors or Executive Committee may delegate, except to the extent prohibited by law.The Executive Committee shall appoint Permanent and Standing Committees as necessary to conduct the business of the Association. Such committees shall have such authority as the Board of Directors or Executive Committee may delegate, except to the extent prohibited by law.

7.2 Standing Committees. Other than the Executive Committee, the standing Committees shall be:Other than the Executive Committee, the standing Committees shall be:

Membership Committee;  whose chairman shall be the Vice President of Membership;
Activities Committee;   whose chairman shall be the Vice President of Membership Activities;
Charitable Affairs Committee;    whose chairman shall be the Vice President of Charitable Activities;
Fund Raising; whose chairman shall be the Treasurer;
History of the Park Committee;
Publicity / Publications
Audit Committee.

;  whose chairman shall be the Vice President of Membership;;   whose chairman shall be the Vice President of Membership Activities;;    whose chairman shall be the Vice President of Charitable Activities;; whose chairman shall be the Treasurer;;.

7.3 Other Standing Committees. Other Standing Committees can be created by Amendment of these by-laws as deemed necessary by the Executive Committee.Other Standing Committees can be created by Amendment of these by-laws as deemed necessary by the Executive Committee.7.4 Special Committees. Special Committees can be created from time to time as deemed necessary by the Executive Committee. Unless otherwise determined at the time that the committee is created, the Special Committee shall exist until dissolved by the Executive Committee.Special Committees can be created from time to time as deemed necessary by the Executive Committee. Unless otherwise determined at the time that the committee is created, the Special Committee shall exist until dissolved by the Executive Committee.7.5 Subcommittees. Subcommittees of any committee can be created by the Committee Chairperson, or the Executive Committee, as deemed necessary.Subcommittees of any committee can be created by the Committee Chairperson, or the Executive Committee, as deemed necessary.7.6 Selection of chairpersons. (a) Unless otherwise dedicated by these bylaws, the Chairperson for each committee will be selected by the Executive Committee.(a) Unless otherwise dedicated by these bylaws, the Chairperson for each committee will be selected by the Executive Committee.

(b) The Chairperson for each sub-committee will be selected by the Executive Committee, if the subcommittee is created by the Executive Committee, or by the Committee creating the subcommittee, if not created by the Executive Committee.

7.7 Duties of Chairperson. It shall be the duty of each chairperson to see that the Committee meets in a timely and regular fashion consist with the obligations of the committee; that sufficient Association Members are members of the committee to assure that its goals can be meet; and that full reporting of the activities of the committee is made to the Executive Committee.It shall be the duty of each chairperson to see that the Committee meets in a timely and regular fashion consist with the obligations of the committee; that sufficient Association Members are members of the committee to assure that its goals can be meet; and that full reporting of the activities of the committee is made to the Executive Committee.7.8 Term of Chairperson. (a) Each standing committee Chairperson will serve a term of two years, corresponding with the calendar year. Each Chairperson is eligible to serve additional terms as chairperson as deemed advisable by the Executive Committee.(a) Each standing committee Chairperson will serve a term of two years, corresponding with the calendar year. Each Chairperson is eligible to serve additional terms as chairperson as deemed advisable by the Executive Committee.

(b) Each special committee chairperson will serve as chairperson for the life of the committee.

7.9 Term of Chairperson. Members shall be appointed to serve on the committees as selected by the committee chairperson, or as appointed by the Executive Committee.Members shall be appointed to serve on the committees as selected by the committee chairperson, or as appointed by the Executive Committee.
ARTICLE VIII
CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS8.1 Handling of Funds. The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Association and shall determine who shall be authorized in the Association’s behalf to sign bills, receipts, acceptances, endorsements, checks, releases, contracts and documents.The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Association and shall determine who shall be authorized in the Association’s behalf to sign bills, receipts, acceptances, endorsements, checks, releases, contracts and documents.8.2 Use of Funds. The funds of the Association may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.The funds of the Association may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.8.3 Audit. All funds and transactions of the organization shall be audited once a year by the audit committee. The Audit Committee shall report to the Annual Meeting of the Board of Directors the full findings of the audit. The treasurer shall assist with the audit, but shall not be a member of the Audit Committee.All funds and transactions of the organization shall be audited once a year by the audit committee. The Audit Committee shall report to the Annual Meeting of the Board of Directors the full findings of the audit. The treasurer shall assist with the audit, but shall not be a member of the Audit Committee.
 ARTICLE IX
INDEMNIFICATION9.1 Indemnification of Individuals. The Association may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she was a director, officer or employee of the Association, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees.The Association may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she was a director, officer or employee of the Association, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees.
ARTICLE X
LIQUIDATION10.1 Liquidation. In the event of a liquidation of the Association, all assets shall be donated to an IRS qualified Non-profit charity dedicated to providing for children, selected by the Board of Directors. If no charity can be agreed upon by a majority of the Committee, the funds and assets of the Association shall be donated to the Fort Worth Cook’s Children’s Hospital. All document of the membership and activities of the Association will be donated to any individual, group or association which can maintain the records for the future benefit of other individuals or groups.In the event of a liquidation of the Association, all assets shall be donated to an IRS qualified Non-profit charity dedicated to providing for children, selected by the Board of Directors. If no charity can be agreed upon by a majority of the Committee, the funds and assets of the Association shall be donated to the Fort Worth Cook’s Children’s Hospital. All document of the membership and activities of the Association will be donated to any individual, group or association which can maintain the records for the future benefit of other individuals or groups.
ARTICLE XI
MISCELLANEOUS11.1 Keeping of Books. The Association shall keep at the principal office of the Association, complete and correct records and books of account of the Association, including a minute book, which shall contain a copy of the Association’s Certificate of Incorporation, a copy of these Bylaws and all minutes of meeting of the Boards of Directors, or any committee thereof, of the Members, as well as a list or record containing the names and address of all members.The Association shall keep at the principal office of the Association, complete and correct records and books of account of the Association, including a minute book, which shall contain a copy of the Association’s Certificate of Incorporation, a copy of these Bylaws and all minutes of meeting of the Boards of Directors, or any committee thereof, of the Members, as well as a list or record containing the names and address of all members.11.2 Corporate Seal. The corporate seal shall be in such form as the Board of Directors shall from time to time prescribe.The corporate seal shall be in such form as the Board of Directors shall from time to time prescribe.11.3 Fiscal Year. The fiscal year of the Association shall be the calendar year, unless otherwise fixed by the Board of Directors, subject to applicable law.The fiscal year of the Association shall be the calendar year, unless otherwise fixed by the Board of Directors, subject to applicable law.
ARTICLE XII
AMENDMENTS12.1 Amendment of Bylaws, These Bylaws may be amended by the affirmative vote of the Members of the Association at a meeting duly called for the purposed of amending these Bylaws, provided that notice of such proposed amendment has been included in the notice of such meeting. In addition, these by-laws may be amended at any time by a majority vote of the Board of Directors.

These Bylaws may be amended by the affirmative vote of the Members of the Association at a meeting duly called for the purposed of amending these Bylaws, provided that notice of such proposed amendment has been included in the notice of such meeting. In addition, these by-laws may be amended at any time by a majority vote of the Board of Directors.