Section 1 Name. The name of this association shall be the TEXINS DIVE CLUB (referred to herein as the Club) under the sponsorship of the TEXINS ASSOCIATION CLUBS.

Section 2 Purpose of Club. The purpose for which this Club is formed is to provide an educational, recreational, and self-improvement facility for its members and their families and to promote the sport of diving through a program of training, safety, and conservation legislation, and fellowship among its members not inconsistent with the purposes of its sponsoring association.

Section 3 Purposes of these Operating Procedures. The purpose of these operating procedures is to give basic governing rules to the TEXINS DIVE CLUB. Nothing in these rules is intended to conflict with the constitution and bylaws of the sponsoring organization, TEXINS ASSOCIATION CLUBS.

Article II - Membership

Section 1 Classification. The general membership shall be composed of regular and general public members.

Section 2 Eligibility. All current, past, or retired employees of the tier one companies are eligible for regular membership upon submission of a membership application and payment of annual dues as described in Article III of these operating procedures. Members who are not current, past, or retired employees but are immediate family of a ‘regular’ member are also eligible for regular membership. “Immediate Family” is defined as “a regular member’s spouse or dependent child living at home”.

Section 3 General Public. A general public member is defined as anyone who is not a current, past, or retired employee of a tier one companies nor is immediate family of a current, past, or retired employee of a tier one company. A membership application must be filled out and payment of annual dues submitted as described in Article III. General public members will have the same privileges as regular members. The number of general public membership will be limited to 25% of the total Club membership as stipulated by TEXINS ASSOCIATIONS guidelines. The Secretary shall determine eligibility of the general public member application based upon not exceeding the percent general membership limit.

Section 4 Contractors. A Contractor is defined as any individual who is a contract employee of tier one companies. These members will have the same voting privileges as general public members.

Section 5 Tier one companies. Tier one companies are defined as any company or organization that was created or owned by Texas Instruments as a parent company or was part of any sell off or joint venture of Texas Instruments. The TEXINS ASSOCIATION CLUBS maintains the master list of eligible companies.

Article III - Initiation Fees and Dues

Section 1 Amount. The annual dues for all memberships are to be set by the Executive Committee.

Section 2 Payment Periods. The annual dues shall be payable in advance of initial membership. Thereafter, the annual dues shall be paid before 01 February or the membership is deemed delinquent and shall be dropped from the membership rolls.

Article IV - Meetings

Section 1 Regular Meeting. The regular business meeting of the Club shall be held on the second Tuesday of each month at a time and location disclosed in each month’s newsletter. The newsletter is generated stating the date and place of the meeting and shall be mailed to the general membership not later than seven days prior to the meeting. The notification information shall also be posted using other forms of communications, such as but not limited to the Club home web page.

Section 2 Special Meetings. The President may call special meetings of the Club and/or by written request of twenty-five members in good standing, which in the written request shall state the object of such special meeting. Reasonable notice of such special meetings must be given at least three days prior to the meeting.

Section 3 Executive Committee Meetings. The Executive Committee shall meet as required but not less than six times per year, the 1st Tuesday of each month shall be deemed the normal meeting day. The President may call a special meeting of the Executive Committee at any time to address emergency issues.

Section 4 Meeting Procedures. Unless waived by a two-thirds majority of the quorum present, all meetings shall be conducted in accordance with Robert’s Rules of Order.

Section 5 Meeting Chairman. In the absence of the President and 1^st Vice President, or in case of obvious conflict of interest, the chairman shall be, in descending order, 2^nd Vice President, Secretary, and Treasurer.

Article V - Voting

Section 1 Eligibility. Members who are certified scuba divers, or members who have reached their 18th birthday regardless of certification status, are entitled to one vote each on business matters before the club. A quorum is always required to initiate legal business transactions. General Public members may only vote on service awards, general programs and outings. Executive Committee members eligible for voting shall be the five principal officers and three Members at Large and the previous five principal officers.

Section 2 Quorums. At a regular or special general membership business meeting, a quorum is one more than 15% of the current general membership roster. At a regular or special Executive Committee meeting, a quorum is 50% or more of the official Executive Committee roster.

Section 3 Method. Voting will be by show of hands except as otherwise specified in these operating procedures.

Section 4 Proxies. One proxy vote per member may be cast at a regular or special general business meeting provided (1) it is in writing and signed by the member and presented to the Club Secretary before the meeting, and (2) that the vote is for a specific approval/disapproval item or candidate's name published in the newsletter prior to the business meeting.

Article VI - Club Officers and Members at Large

Section 2 Members at Large. Three Executive Committee Members at Large will also be elected. Any member in good standing shall be eligible for election to this office.

Section 3 Election and term of office. Each officer shall be elected by the membership at the November meeting and assume their duties at the December meeting. At the October meeting the candidates shall be nominated from the floor, if desired, to supplement a "candidate slate" generated by the Executive Committee. Once elected, each officer shall hold the office for one year, or until next election, unless they resign or are removed from office. The outgoing officers will come to this December meeting prepared to relinquish all properties accumulated during their term of office.

Section 4 Removal of officers and/or members. Any member in good standing may bring charges against any officer or member. The charge(s) shall be in writing clearly stating the facts relied upon and accompanied by all affidavits or exhibits, which are used in their support. Such charge(s) shall be filed with the Secretary, who will immediately notify the President. The President will call a meeting of the Executive Committee to hear the charge(s). The Secretary will give at least fifteen days notice of the meeting to each member of the Executive Committee and to the accuser and the accused. This notice shall be in writing and will include a true copy of the charge(s) and of the supporting affidavits and exhibits. The officer or member can be expelled by a majority vote of the Executive Committee. (If the accused is a member of the Executive Committee, he loses voting rights on this matter and the Executive Committee quorum shall be determined without his presence being included).

Section 5 Appeal of removal action. Any officer or member expelled by the Executive Committee may appeal to the membership of the Club. Such appeal shall be made in writing to the Secretary who will notify the President. The President can call a special meeting for the purpose of acting on the appeal or he can include it on the agenda of the next regular business meeting of the Club. As directed by the President, the Secretary will give at least seven days notice in writing to all members of the Club in good standing, setting the date, time, place, and reason for such

special or regular meeting. At the meeting of the Club, the Secretary will read the original charges from the supporting affidavits, and will read the minutes of the special meeting of the Executive Committee at which original charges were heard and action taken. A full hearing will be given the accuser and accused. A vote will be taken by ballot of the members in good standing present and 75% affirmative vote shall be required to reverse the action of the Executive Committee.

Article VII - Executive Committee

Section 1 Purpose. The Executive Committee shall act as a guiding and planning committee for the Club. It shall have general management and administration responsibilities over the property and business affairs of the Club and shall be responsible for administering these factors to the benefit of the greatest number of general members.

Section 2 Memberships. The Executive Committee shall consist of five principal officers President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, the previous year's same five principal officers’, and the three Members at Large.

Section 3 Ratification of action. Action taken by the Executive Committee shall be reported at each membership meeting of the Club. Such action shall be deemed ratified unless objected to by any member, at which time a vote of the members present will be taken either to approve or disapprove such action.

Section 4 Members at Large. The three elected Members at Large will serve a one-year term of office only. The outgoing Members at Large no longer have voting privileges at Executive Committee meetings.

Article VIII - Duties of the General Membership

The duties of the members shall be to conduct themselves in a proper and fitting manner, to uphold the dignity of the Club at meetings and on the waters of the world, to be alert and mindful of the Club's interest, to observe all applicable international, federal, state and local laws, Club rules and regulations, and to cheerfully accept their portion of the

tasks encountered in operating a successful Club.

Article IX - Duties of the Club Officers and Committees

Section 1 President. The President shall be the chief executive officer and shall preside at the meetings of the Club and the Executive Committee and perform all other duties as properly pertain to the office. It is the President's responsibility to appoint the Training and Safety Director, the Equipment and Maintenance Manager, and the Equipment Room Manager. These appointments must be approved by a majority of the Executive Committee before any action of the said committee can be executed.

The term of appointment shall coincide with the term of the President with the exception of the Training and Safety Director whose one-year term will begin at the October Executive Committee meeting. Removal of any of these appointees can be initiated by any member of the Executive Committee and must be approved by a majority of the Executive Committee before the action can be taken.

Section 2 1st Vice President. The 1st Vice President shall act as President in the absence of that official. Further, he will serve as an ex Officio member of all committees so designated by the President.

Section 3 2nd Vice President. The 2nd Vice President shall assume the chairmanship per the descending order of article IV, section 5, shall Chair the equipment and maintenance committee and shall also serve as an ex Officio member of all committees so designated by the President.

Section 4 Secretary. The Secretary shall conduct all correspondence at the direction of the Club or its officers. The Secretary will take the minutes at all Club meetings and the Executive Committee meetings, making an accurate record thereof. The Secretary shall maintain and be custodian of all files and records of a permanent nature and shall perform all other duties that properly pertain to the office. The Secretary is also responsible for the accumulation, proper acceptance and current publication of the official membership roster of the Club, a quarterly publication of which is to be officially given to the TEXINS ASSOCIATION CLUBS by not later than 5th day following the end of the quarter.

Section 5 Treasurer. The treasurer shall receive and disburse Club monies in accordance with TEXINS ASSOCIATION CLUBS procedures and shall maintain accurate records of financial transactions. The Treasurer shall perform all other duties as properly pertain to his office.

Section 6 Training and Safety Director. This Individual must be a certified instructor and shall be responsible for holding at least one certified diver-training course for the Club during the year. Further, the Training and Safety Director shall have responsibility for all matters pertaining to safety in the Club. Training and Safety Director shall appoint a minimum of ten (10) members, preferably Divemaster or higher rating, to help fulfill the duties of this office.

Section 7 Equipment Room Manager. The Equipment Room Director shall have the responsibility for the operation of the equipment room. The Equipment Room Director duties include: Equipment checkout, enforcing checkout rules, maintaining equipment checkout records, operating the Club compressors for the purpose of filling scuba tanks (any tanks filled must have an in-date VIP (visual inspection program and hydrostat test), collecting rental fees and forwarding them to the Club Treasurer, filling and transporting Club tanks, normal preventive maintenance on Club equipment and any other duties pertaining to the operation of the equipment room. He shall appoint a minimum of four (4) members to assist him in these duties.

Section 8 Equipment and Maintenance Manager. He shall have the responsibility for the operating condition, extensive preventive maintenance and repair of all Club equipment. He shall have the responsibility for initiating purchase approval (with the approval of the Executive Committee) pertaining to his responsibilities.

Section 9 Returning Officers. Known as returning officers the responsibilities of the prior year's principal officers are to add continuity to the progress of the Club and to serve as experienced assistants to present elected officers and other Club activities.

Section 10 The Executive Committee as a whole. The duties of the Executive Committee shall be to act on all matters of policy; to determine fees, charges, and assessments; to act in a judicial capacity on all interclub disputes and regulation violations; to direct investigations when deemed necessary; to protect the Club's interest and safeguard its welfare; to appoint a member to fill any vacancy that occurs on the Executive Committee for the remainder of that term; and to submit its own action for Approval.

Section 11 Committees in general. Temporary committees assigned throughout a business year have the responsibility not only to accomplish their obvious duties but also to encourage as much membership participation and involvement as can be effectively administered. Such committees could be, but are not limited to Dive Committee, Publicity Committee, Annual Party Committee, etc. Members of these committees may be regular or general members.

Section 12 Board members at large. The duties of the three Members at Large are to attend and participate in Executive Committee meetings and to vote on board issues.

Article X - Administration of Club Funds

Section 1 General. The operating funds of the Club are received from annual dues, TEXINS ASSOCIATION CLUBS allocations, and through various revenue-producing projects that the Club sponsors. All expenditures, authorizations, requests for checks, and expense statements shall be signed by the Treasurer, or in his absence, by the President. The Executive Committee shall have approved all monies. All monies shall be handled in accordance with approved TEXINS ASSOCIATION CLUBS rules concerning Finances of the Texins organizations.

Section 2 Expenditure authorizations and limitations. No member of the Club shall be authorized to make purchases in the name of the Club except as provided by the TEXINS ASSOCIATION CLUBS procedures. Expenditures in excess of $50.00 must have the prior approval of the Executive Committee. Expenditures in excess of $1000.00 must have the approval of the general membership. No monetary compensation to officers or members of the Club shall be made for any services rendered in connection with their duties as Club officers or members. Only coverage of authorized expenses in the performance of Club activities is warranted.

Article XI - Amendments to Operating Procedures

Section 1 General. These operating procedures may be amended by a two-thirds majority vote of the membership present, provided reasonable notice of the proposed amendment has been given to the general membership at least three weeks prior to the business meeting.

Article XII - Special

Section 1 Mass vacation. In the event of mass vacation in the month of July there will be no Club meetings unless forced by an emergency.

Section 2 Family members. All Texins Dive Club members are encouraged and privileged to include members of their families in most activities of this Club with the exception of actual diving. A person must be a certified diver to participate in these diving activities.

Section 3 Club rules. A set of Club rules will be established and approved in order to consistently extend the intent and operational details of these operating procedures. It will include, but not be limited to, Rules for Club Tournaments and Contests, Rules for annual "Club Champion" awards, rules for equipment rentals, guidelines for the Club's Annual Party, and guidelines for Club sponsored diver training.

APPROVED BY:

_____________________________________________

PRESIDENT, TEXINS ASSOCIATION CLUBS (DATE)

Table 1 - Approval List of Original Document

Texins Dive Club

Position	Name	Agree	Disagree	Abstain	N/A
Current Committee
President	Gerry Padgett	X
1^st Vice-President	Greg McIntire	X
2^nd Vice-President	Larry Dickinson	X
Treasurer	Jimmy Dominguez	X
Secretary	Pam Stickney	X
Member at Large	Rose Piper	X
Member at Large	Gail Bell	X
Member at Large	Dick Bell	X

Returning Committee
President	Gerry Padgett				X
1^st Vice-President	Greg McIntire				X
2^nd Vice-President	Dick Bell				X
Treasurer	Jimmy Dominguez				X
Secretary	Billy Reese	X

Appendix A: Revision Synopsis 1

REVISION CHANGES INCORPORATED

A · Article VI, Section 1 – changed 10/21/02

From -

Section 1 Principal officers and Executive Committee Members at Large. The principal officers of the Club shall be a President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer. Only members who are in good standing and regular tier one employees or retirees of tier one companies shall be eligible for election to office.

To -

Section 1 Principal officers and Executive Committee Members at Large. The principal officers of the Club shall be a President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer. Only members who are in good standing and regular tier one company employees, tier one company retirees, former tier one company employees, or the spouses of any of the above shall be eligible for election to office.

B · Article II, Sections 1 thru 4 changed 10/24/02

Changes in Green reflect the new wording and red reflects the deletion.

Section 1 Classification. The general membership shall be composed of regular and general public members.

Section 2 Eligibility. All current, past, or retired employees of the tier one companies who are certified divers are eligible for regular membership upon submission of a membership application and payment of annual dues as described in Article III of these operating procedures. Members who are not current, past, or retired employees but who are certified divers and are immediate family of a ‘regular member’ are also eligible for regular membership. Immediate Family is defined as a regular member’s spouse or dependent child living at home. Tier one employees and members of their immediate families, who are not certified divers, are eligible for associate membership upon payment of annual dues. Contractors shall fall under the category of Guests. [text in red should be deleted from this document]

Section 3 General Public. A general public member is defined as anyone who is not a current, past, or retired employee of a tier one companies nor is a immediate family of a current, past, or retired employee of a tier one company. A membership application must be filled out and payment of annual dues submitted as described in Article III. The application will then be sent to the Secretary for recording along with the dues. General public members will have the same privileges as regular members except for holding office and voting privileges. The number of general public membership will be limited to 25% of the total Club membership as stipulated by TEXINS ASSOCIATIONS guidelines. The Executive Committee will set guest rates. The Secretary shall

Appendix A: Revision Synopsis 2

REVISION CHANGES INCORPORATED

B (cont) determine eligibility of the general public member application based upon not exceeding the percent general membership limit.

Section 4 Contractors. A Contractor is defined as any individual who is a contract employee of tier one companies. These members will have the same voting privileges as general public members.

· Article III, Section 1

Section 1 Amount. The annual dues for all memberships are to be set by the Executive Committee.

· Article V, Section 1

Section 1 Eligibility. All of the Club's regular members are entitled to one vote each on all business matters before the Club. A quorum is always required to initiate legal business transactions. General Public members may only vote on service awards, general programs and outings. Executive Committee members eligible for voting shall be the five principal officers and three Members at Large and the previous five principal officers.

Appendix A: Revision Synopsis 3

REVISION CHANGES INCORPORATED

C · Article II - Membership changed 09/14/2004

From -

Section 3 General Public A general public member is defined as anyone who is not a current, past, or retired employee of a tier one companies nor is immediate family of a current, past, or retired employee of a tier one company. A membership application must be filled out and payment of annual dues submitted as described in Article III. General public members will have the same privileges as regular members except for holding office and voting privileges. The number of general public membership will be limited to 25% of the total Club membership as stipulated by TEXINS ASSOCIATIONS guidelines. The Secretary shall determine eligibility of the general public member application based upon not exceeding the percent general membership limit.

To -

Section 3 General Public. A general public member is defined as anyone who is not a current, past, or retired employee of a tier one companies nor is immediate family of a current, past, or retired employee of a tier one company. A membership application must be filled out and payment of annual dues submitted as described in Article III. General public members will have the same privileges as regular members The number of general public membership will be limited to 25% of the total Club membership as stipulated by TEXINS ASSOCIATIONS guidelines. The Secretary shall determine eligibility of the general public member application based upon not exceeding the percent general membership limit.

D · Article V - Voting Changed 01/08/2005

From -

Section 1 Eligibility. All of the Club's regular members are entitled to one vote each on all business matters before the Club. A quorum is always required to initiate legal business transactions. General Public members may only vote on service awards, general programs and outings Executive Committee members eligible for voting shall be the five principal officers and three Members at Large and the previous five principal officers.

To -

Section 1 Eligibility. All of the Club's members are entitled to one vote each on all business matters before the Club. A quorum is always required to initiate legal business transactions. Executive Committee members eligible for voting shall be the five principal officers and three Members at Large and the previous five principal officers.

· Article VI - Club Officers and Members at Large

From -

Section 1 Principal Officers and Executive Committee Members at Large. The principal officers of the Club shall be a President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer. Only members who are in good standing and regular tier one company employees, tier one company retirees, former tier one company employees, or the spouses of any of the above shall be eligible for election to office.

To - –