Bylaws
Highland Lakes Chapter
Texas Master Naturalist Program
Adopted February 2023
![Texas Master Naturalist Logo](https://i0.wp.com/txmn.org/highlandlakes/files/HLMN-Logo-1reduced.jpg?resize=184%2C189)
For a printable Bylaws for click here.
[The state Bylaws template must be used by all Texas Master Naturalist chapters to adopt and
amend their Chapter Bylaws according to Article X, Adoption and Amendment of Bylaws. The
effective date of the state Bylaws template is January 1, 2023]
Chapter Bylaws Adopted February, 2023
Chapter Bylaws Adopted January, 2023 2
Chapter Bylaws
Table of Contents
ARTICLE I, Chapter Relation to State Program/Organization
A. Parent Organization
B. State Program Sponsors
C. State Committee
D. State Coordinator
E. Commitment to TMN State Program Requirements
F. Bylaws Compliance
G. Revocation Compliance
ARTICLE II, Chapter Sponsors, Partners, and Donors
A. Chapter Sponsors
B. Partners
C. Donors
ARTICLE III, Chapter Purpose
A. Purpose
B. Objectives
C. Advocacy Prohibition
ARTICLE IV, Membership
A. Membership Requirements
B. Member Categories
C. Voting Privileges
D. Membership Transfer
E. Multiple Chapter Membership
F. Disciplinary Action or Termination
G. Honorary Designation
ARTICLE V, Officers and Other Board Members
A. Officers
B. Chapter Advisors
C. Other Board Members
D. Elections
E. Appointments
F. Terms and Limits
G. Vacancies
H. Removal of Officers and Board Members
ARTICLE VI, Board of Directors and Executive Committee
A. Board
B. Executive Committee
ARTICLE VII, Meetings
A. General Membership Meetings
B. Special General Membership Meetings
C. Board Meetings
D. Board Action Without a Meeting
Chapter Bylaws Adopted January, 2023 3
ARTICLE VIII, Texas Master Naturalist Code of Ethics and Standards of Conduct
A. Compliance
B. Violation
ARTICLE IX, Financial Controls
A. Fiscal Year
B. Chapter Funds
C. Financial Examination
D. Contributions, Donations, and Grants
E. Contracts and MOUs or MOAs
ARTICLE X, Adoption and Amendment of Bylaws
A. State Bylaws Template
B. Revisions to Bylaws
C. Amendments
D. Approval Before Vote
E. Notification
F. Membership Vote
G. Adoption Notification
ARTICLE XI, Dissolution
A. Dissolution Procedures
B. Distribution of Remaining Assets
Addendum for 501 (c) (3) Chapters – Conflict of Interest
Chapter Bylaws Adopted January, 2023 4
Chapter Bylaws
Highland Lakes Chapter
Texas Master Naturalist Program
ARTICLE I
Chapter Relation to State Program/Organization
A. Parent Organization – The parent organization is the Texas Master Naturalist™ Program, also
referred to in this document as TMN Program.
B. State Program Sponsors – Sponsors for the statewide TMN Program are the Texas Parks & Wildlife
Department (TPWD) and Texas A&M AgriLife Extension (AgriLife Extension).
C. State Committee – The TMN state committee is composed of certified TMN volunteers and
employees of TPWD and AgriLife Extension. The committee sets the minimum standards and
curriculum requirements of the statewide program. The committee also reviews and approves new
chapter development and educational curriculum.
D. State Coordinator – The TMN state program coordinator manages the day-to-day activities of the
state program, provides guidance to all chapters, and assists new chapters to become operational. The
coordinator has authority to oversee and audit any TMN chapter’s practices and procedures for
compliance with state documents and may exercise appropriate remedial action as required up to and
including dissolution of a chapter.
E. Commitment to TMN State Program Requirements – In return for the general supervision,
guidance, supplies, resources, and assistance afforded by the statewide TMN Program, a chapter
agrees to comply with all requirements, guidelines, and standards and to facilitate the production of an
annual report conforming to requirements set forth by the TMN state office.
F. Bylaws Compliance – All TMN chapters must adopt Chapter Bylaws using only the language
specified in the state bylaws template, selecting from two chapter-specific options, 1) term of officers
[see Article V, G] and 2) the Addendum for 501 (c) (3) Chapters. Bylaws adoptions and amendments
must follow the procedures stated in Article X.
G. Revocation Compliance – In the event a chapter ceases to follow TMN program guidelines, the
chapter agrees to abide by revocation of the chapter’s charter as well as the right to use the Texas
Master Naturalist name, title, and trademarks.
ARTICLE II
Chapter Sponsors, Partners, and Donors
A. Chapter Sponsors – Chapter sponsors of the TMN Program are permanent and committed to a longterm relationship with the chapter. Chapter sponsors provide advisors to the chapter. Local chapter
sponsors are identified through the chapter’s charter application.
B. Partners – Partners for a chapter of the TMN Program are providers of resources in exchange for
volunteer service. Partners and the resources provided for a chapter of the TMN Program are outlined
Chapter Bylaws Adopted January, 2023 5
in the chapter’s annual reporting to the TMN state office and the state committee. Partners for the
local chapter may change on a regular basis depending on the project needs of the community and the
resource needs of the chapter.
C. Donors – Donors to a chapter of the TMN Program are those businesses, organizations or persons
giving, donating, or presenting money or supplies for chapter activities for no return compensation
from the chapter. Donors and their donations are described through the chapter’s annual reporting to
the TMN state office and the state committee.
ARTICLE III
Chapter Purpose
A. Purpose – A chapter is not organized for profit, nor shall any of its net earnings inure in whole or in
part to members, employees, or other individuals. In support of the TMN Program’s sponsoring
agencies, TPWD and AgriLife Extension, this chapter shall be an educational, non-profit, volunteer
organization dedicated to fulfilling the TMN Program’s mission: To develop a corps of well-informed
volunteers to provide education, outreach, and service dedicated to the beneficial management of
natural resources and natural areas within their communities for the state of Texas.
B. Objectives – A chapter’s main objectives are the following:
1. Natural Resource Service – To provide, promote and fulfill volunteer service while
recognizing and utilizing sound natural resource management, enhancement, and
conservation practices in accordance with the sponsors’ and program’s missions
2. Public Understanding – To improve public understanding of natural resource
conservation, ecology, and management by developing a pool of knowledgeable volunteers
who will promote and enhance such efforts within their local communities
3. Education and Outreach – To enhance existing natural resource technical guidance and
outreach activities of the sponsoring agencies by providing natural resource advanced
training, thereby developing a supply of dedicated and informed volunteers who can share
their increased knowledge, awareness and expertise through peer-to-peer technical
guidance and outreach at the local level
4. Volunteer Network – To develop a confident and knowledgeable TMN volunteer network
that can be self-sufficient to carry out the mission of the TMN Program while aiding the
missions of TPWD and AgriLife Extension.
C. Advocacy Prohibition – No part of the activities of a TMN chapter or of an individual member shall
be devoted to advocacy, lobbying, politically or privately promoting issues, agendas, or businesses
and personal endeavors, by propaganda or otherwise, using the Texas Master Naturalist name.
Chapter Bylaws Adopted January, 2023 6
ARTICLE IV
Membership
A. Membership Requirements
1. Membership in the chapter is open to individuals aged 18 or over, based on the equal
opportunity policies of the state sponsoring agencies, TPWD and AgriLife Extension.
2. To become a Texas Master Naturalist, an individual must enroll in the Initial Training course
offered by the local chapter.
3. Members are required to pass a criminal background check approved by either of the state
sponsoring agencies before they can volunteer.
B. Member Categories
1. Texas Master Naturalist Member-in-Training – Volunteer participant in a chapter’s Initial
Training course from the first day of class and continuing until the trainee has completed the
state-mandated initial training course requirements
2. Texas Master Naturalist Member -Volunteer who has not yet met the requirements for initial
certification or a previously certified Texas Master Naturalist who has not completed annual
recertification requirements for more than one year
3. Certified Texas Master Naturalist – Member who has completed the initial certification
requirements or annual recertification requirements [Reference Chapter Management and
Operations Protocols (CMOP), section 4]C. Voting Privileges – TMN members in all categories who are in good standing for the current fiscal
year have voting privileges. Good standing is defined as current in dues, if required, and in compliance
with the Texas Master Naturalist Code of Ethics and Standards of Conduct.
D. Membership Transfer – Transfer to or from the chapter shall follow procedures listed in the CMOP.
E. Multiple Chapter Membership – Membership in multiple chapters is not permitted.
F. Disciplinary Action or Termination
1. Voluntary Termination – A member may voluntarily terminate membership in the TMN
Program by communicating that request in writing or by electronic means to the chapter board.
2. Disciplinary Action or Removal – Removal of a member from the membership roll or
disciplinary action of a member shall follow the steps in the TMN Process for Disciplining or
Removing Members document.
G. Honorary Designation – An honorary Texas Master Naturalist is a person who has made a substantial
contribution to the furtherance of the state program or activities of the chapter. Candidates for
honorary designation may be submitted by any chapter member to the chapter board for approval.
With board approval, the candidate will be placed before the general membership for a vote. Honorary
designation shall be approved by the affirmative two-thirds vote of the members present at any general
membership meeting. Honorary Texas Master Naturalists do not pay chapter dues and are not entitled
to vote or hold a board position.
Chapter Bylaws Adopted January, 2023 7
ARTICLE V
Officers and Other Board Members
A. Officers – The officers of the chapter shall be the president, vice president, secretary, and treasurer.
The officers shall be elected by the chapter membership at the last general membership meeting of the
calendar year prior to their assuming office.
B. Chapter Advisors – Advisors are typically staff members of TPWD or AgriLife Extension who are
based in the chapter’s region. A chapter advisor is a member of the board. When a vacancy arises in
an advisor position, the replacement is selected by the chapter board in consultation with the TMN
state office. The role of the chapter advisor is described in detail in the CMOP. In summary, they
• Assist the chapter in upholding the mission, goals, objectives, operational framework and
activities of the TMN statewide program.
• Ensure that the chapter operates under the mission, goals and objectives of TPWD and AgriLife
Extension.
C. Other Board Members – In addition to the officers and chapter advisor, a chapter’s board must
include the following. Specific responsibilities of each are described in the Chapter Operating
Handbook (COH).
• State representative
• Immediate past president
• Directors
D. Elections
1. Officers Elected – The only elected positions are those of the officers. [See Article V, A]2. Election Process
a. Nomination – The nominating committee, chaired by the immediate past president with a
minimum of two additional members selected by the president and approved by the board,
shall submit a slate of officer candidates to the president. The slate is then presented to the
chapter membership in writing or by electronic means at least 15 days prior to the last
general membership meeting of the year.
b. Nominations from the Floor – Nominations for all positions will be accepted from the
floor prior to the vote.
c. State Oversight – The TMN state program coordinators may provide oversight and
additional input to an individual chapter’s nomination process.
d. Election – The election shall take place as stated in the COH at the last general membership
meeting of the calendar year. Winners are determined by a simple majority of members in
attendance.
e. Single Candidate – If only one candidate is nominated for an office, that candidate may be
elected by a simple motion to approve.
f. Assumption of Office – The new officers shall assume their duties in January in the year
following their election.
E. Appointments
1. Appointed Positions – All board positions other than the officers, immediate past president, and
advisors are appointed positions.
Chapter Bylaws Adopted January, 2023 8
2. Training Class Director Appointment – As soon as the chapter’s Initial Training course is
completed, the nominating committee or an ad-hoc committee selected by the sitting president
shall recommend candidates for the next training class director. Candidates shall be presented to
the sitting board for confirmation. Newly appointed training class directors shall assume their
duties immediately upon confirmation.
3. Appointment Process for Directors
a. Recommendation of Candidates – The incoming president shall recommend candidates
for vacant board positions to the new officers following their election. The president may
use the nominating committee or may appoint a separate ad hoc committee to recommend
director candidates for consideration.
b. Selection – All appointed positions must be confirmed by a majority vote of the newly
elected officers, immediate past president, and advisor prior to the end of the calendar year
in which they are elected.
c. Assumption of Office – The newly appointed board members shall assume their duties in
January of the year following their appointment.
F. Terms and Limits – All members of the board of directors shall serve for a period of 12 months as
determined by the chapter. All board members are eligible for re-election or re-appointment.
G. Vacancies – If any officer or other member of the board of directors resigns or is unable to fulfill the
duties of the office, the president shall select a candidate qualified to fill the vacancy for the remaining
term of the board position and present the candidate to the full board for approval. A majority vote of
the board members shall be considered approval.
H. Removal of Officers and Board Members
1. Attendance – Any officer absent from three consecutive board of directors meetings without
notice or excused absence shall be subject to removal by a simple majority vote of the board of
directors. Any board member other than an officer absent from three consecutive board of
directors meetings without notice or excused absence shall be subject to removal by a simple
majority vote of the officers of the chapter.
2. For Cause – Any officer in serious malfeasance of their responsibilities or behavior inconsistent
with the principles of the TMN chapter may be removed from office by a two-thirds vote of the
remaining board of directors. Any board member other than an officer in serious malfeasance of
their responsibilities or behavior inconsistent with the principles of the TMN chapter may be
removed from office by a two-thirds vote of the officers of the chapter.
ARTICLE VI
Board of Directors and Executive Committee
A. Board
1. Composition – The board of directors shall include the officers, the state representative, the
immediate past president, the advisors, and other board members as described in the COH.
Chapter Bylaws Adopted January, 2023 9
2. Authority
a. The board of directors shall have the power to conduct the business of the chapter as defined
in these Bylaws.
b. MOUs, MOAs, and Contracts – Before entering into a contract, Memorandum of
Understanding or Memorandum of Agreement, the board must submit the document to the
TMN state office for review and approval.
c. Authority Boundaries – All resolutions and actions that do not fall within the assigned
duties of the board of directors or are not assigned by these Bylaws will be presented to and
voted upon by a quorum of the general membership at a duly called and convened general
membership meeting.
3. Nomenclature – The term board when used in these Bylaws in relation to any power or duty
requiring collective action, means board of directors.
4. Eligibility – All board members must be TMN members in good standing at the time of election
or appointment. Officers must be Certified Texas Master Naturalists. The only exception is that
the advisor does not have to be a Texas Master Naturalist. Good standing is defined as current in
dues and in compliance with the Texas Master Naturalist Code of Ethics and Standards of
Conduct.
5. Voting – All members of the board have full voting privileges. Resolutions or actions of the
board of directors shall be effective if passed by the majority vote (or two-thirds if applicable)
of those board members present at a duly called and convened meeting of the board of directors,
subject, however, to the quorum requirements listed in Article VII.
6. Compensation – Board members will receive no compensation for serving on the board other
than expenses that are approved by the board.
B. Executive Committee
1. Composition – The executive committee shall include the officers of the chapter.
2. Authority – In the event that board action is required before a board meeting can be called or
the matter does not warrant calling a special meeting, the executive committee may take action
with the same authority and boundaries as the board. Such action must be reported to the entire
board within one day of taking the action.
ARTICLE VII
Meetings
A. General Membership Meetings
1. Frequency – General membership meetings or other chapter-sponsored activities will be held at
least once every two months. Special meetings may be called at the discretion of the president.
2. Time and Location – Meetings shall be conducted at a time and location designated by the
board of directors.
3. Notification – The chapter membership shall be notified of all meetings at least 10 days prior to
the meeting.
Chapter Bylaws Adopted January, 2023 10
4. Quorum – Those voting members present at each duly called and convened meeting shall
constitute a quorum.
5. Governance – The acts of the majority of the voting members present at each duly called and
convened meeting shall be the acts of the general membership.
6. Alternate Format – Meetings may be held remotely/virtually (by electronic means) so long as a
quorum is present, and the electronic media permits the democratic participation of all
attendees.
7. Last General Membership Meeting – Election of officers will be held at the last general
membership meeting of the calendar year {every year or every 2 years, depending on the term of
office the chapter has selected}.
B. Special General Membership Meetings
1. Calling a Special Meeting – A special meeting may be called at the discretion of the board of
directors.
2. Notification – Special meetings shall be announced to members by phone, mail, email, or other
equivalent means at least two days before the meeting date.
3. Quorum – A quorum is 25% of the voting members.
4. Alternate Format – Meetings may be held remotely/virtually (by electronic means) so long as a
quorum is present, and the electronic media permits the democratic participation of all
attendees.
C. Board Meetings
1. Frequency – The board of directors may meet as often as required but shall meet at least
quarterly.
2. Time and Location – Meetings shall be conducted at a time and location designated by the
board of directors.
3. Notification – The chapter membership shall be notified of all board meetings at least 10 days
prior to the meeting.
4. Open meeting – Attendance at the meeting shall be open to the public as well as all chapter
members.
5. Quorum – A majority of the board members shall constitute a quorum.
6. Alternate Format – Meetings may be held remotely/virtually (by electronic means) so long as a
quorum is present, and the electronic media permits the democratic participation of all
attendees.
D. Board Action Without a Meeting
1. Rationale – If board action is required before a meeting can be called or the matter does not
Chapter Bylaws Adopted January, 2023 11
warrant calling a special meeting, board action may be taken without a meeting.
2. Voting – Action may be taken by phone or email by an affirmative vote of a simple majority of
the voting members of the board. Such action must be reported to the entire board within one
day of taking the action.
ARTICLE VIII
Texas Master Naturalist Code of Ethics and Standards of Conduct
A. Compliance – All members of the chapter will adhere to the Code of Ethics and Standards of Conduct
as established by the TMN Program.
B. Violation – Violation of either the Code of Ethics or the Standards of Conduct is a serious matter that
reflects unfavorably on the entire chapter. A formal process to investigate a charge of misconduct
against a member of any status, as well as disciplinary actions for those found in violation of the Code
of Ethics or Standards of Conduct has been established by the TMN Program and will be used to deal
with these violations. [Reference CMOP section 8 and Process for Disciplining or Removing
Members]ARTICLE IX
Financial Controls
A. Fiscal Year – The fiscal year shall be from January 1 through December 31.
B. Chapter Funds
1. Signature Authority – The treasurer and the president must be authorized signers on the
chapter’s bank account. At least one other officer, designated by the board, should also be an
authorized signer on the account.
The treasurer shall sign all checks, drafts, or other instruments for payment of chapter money or
notes up to $1,000.00. For any payment of $1,000.00 or greater, the president must provide
written authorization in advance, and the payment instrument must be co-signed by the
president or the other designated officer. If the treasurer is unable to sign, the president or the
designated officer will sign all payment instruments.
2. Expenditure Limits – Expenditure limits shall be established and approved by the board of
directors as set forth in the COH.
C. Financial Examination – The chapter will conduct an annual examination of the financial records of
the chapter to review the chapter’s financial activities since the prior examination. The treasurer will
present the chapter financial records to the ad hoc financial examination committee. Results of the
financial examination will be reported to the board of directors for approval. The report or a summary
thereof may also be presented at the next general membership meeting.
D. Contributions, Donations, and Grants
1. Authority – The chapter is authorized to accept and receive contributions, donations, and grants
from any source.
Chapter Bylaws Adopted January, 2023 12
2. Endorsement – Acceptance of any grant or gift, restricted or unrestricted, does not imply any
form of endorsement by the chapter for the source, services, products, or policies. Nor does it
imply any past, present, or future benefit to be granted by the chapter.
3. Right of Refusal – It will be the general policy of the chapter to accept contributions from any
source. However, the chapter retains the right to refuse any gift where, in the judgment of the
board of directors, the reputation or perceived image of the grantor may be deemed injurious to
the chapter.
E. Contracts and Memorandums of Understanding or Agreement – Before entering into a contract,
MOU or MOA, the board must submit the document to the TMN state office for review and approval.
Acceptance of any contract will not imply any endorsement, benefit or product beyond the deliverable
services and products expressly contained in the contract.
ARTICLE X
Adoption and Amendment of Bylaws
A. State Bylaws Template – The TMN Program provides a template for all chapters to use to adopt
Chapter Bylaws. The Bylaws must be adopted verbatim from the template, with these two options
permitted: 1) selecting 12 months or 24 months for the term of officers and 2) adding an Addendum
for 501 (c) (3) Chapters. Chapters that do not desire to meet additional requirements to be recognized
as a tax-exempt organization may or may not adopt the Addendum for 501 (c) (3) Chapters.
B. Revisions to Bylaws – Revisions to the Chapter Bylaws will be collected by the state office,
considered, and incorporated in the following Bylaws Amendments as needed. Chapters may submit
suggestions for this review as outlined by the TMN state office.
C. Amendments – Each subsequent revision of the Chapter Bylaws is done at the state office level, thus
resulting in an Amendment of the Chapter Bylaws. Chapters may not add additional amendments to
these Chapter Bylaws outside of the revision process.
D. Approval Before Vote – To ensure consistency, continuity, and adherence to statewide guidelines, the
initial Chapter Bylaws and any subsequent amendments must be submitted in writing for review by
the chapter advisors and then by the TMN state program coordinators. Bylaws must be approved by
the advisor and the TMN state office before being submitted to the chapter’s general membership for a
vote.
E. Notification – Chapter membership must be notified at least 15 days in advance that proposed
adoption of Bylaws or amendments are to be considered. Notice must be in written form via
conventional mail, email, or other equivalent means and must include the date, time, and place of the
meeting.
F. Membership Vote – Chapter Bylaws shall be adopted (or amended as described above) by a twothirds vote of members constituting a quorum.
G. Adoption Notification – Chapters will submit their adoption notice to the TMN state office with a
copy of their chapter meeting minutes documenting the vote record within 30 days of membership
vote.
Chapter Bylaws Adopted January, 2023