THE OLD SPANISH TRAIL ASSOCIATION CONSTITUTION ARTICLE I. Purposes This Association shall be known as “The Old Spanish Trail Association,” and exist by virtue of and under the authority of a charter issued out of the office of the Secretary of the State of Texas, dated the twenty-seventh day of September, nineteen hundred and nineteen, and is formed for the purpose of fostering the development, beautification and general usefulness of a transcontinental highway through the southern part of the United States, connecting the coasts of California and Florida, the ultimate and definite route of which shall be determined by the Board of Directors after considering the reports of those directly interested in any given locality. This Highway to be known as “The Old Spanish Trail.” ARTICLE II. . Officials, Divisions and Board of Directors The officers and directors of this Association shall be a President, four Vice-Presidents, a Secretary, a Treasurer (the Secretary and the Treasurer may be combined), and a Field Engineer. These eight officers shall constitute a Board of Directors. The Highway shall be divided into four divisions with one Vice-President to each division, and three Councilors shall be elected in each division, to serve primarily as aides to the Vice-President and to give counsel and assistance to the officers and Board of Directors respecting questions in the locality represented. BY-LAWS ARTICLE I. Membership Section t. The membership of this Association shall be open to any person interested in the development of this Highway. Memberships shall be as follows: Life Membership, S1000; Honorary Membership, S100 per year; Sustaining Membership, 525 per year; General Membership, S5 and Sio per year. Payment of Dues Sec. 2. All dues shall be payable in advance except that memberships for twenty-five dollars or more may be paid semi-annually. All memberships shall run according to the calendar year. County Clubs Sec. 3. All members shall be organized, where possible, into county or parish clubs, according to principles that shall be formulated by the Board of Directors. ARTICLE II. Management Section l. The management of this Association shall be vested in the Board of Directors, all of whom shall be members in good standing. The Board of Directors consists of the eight officers as hereinbefore provided. Advisory Committee Sec. 2. An Advisory Committee of five may be appointed by the President, consistihg of members in good standing living near to the executive offices, who may be called into consultation from time to time. Managing Director Sec. 3. A Managing Director may be selected and appointed by the Board of Directors at such remuneration as a majority of the Board may decide. ARTICLE III. Duties of the Officers Section l. The duties of the President shall be such as usually apply to that office. In the absence or death of the President the senior Vice-President shall assume his office, the seniority being determined by the location of the divisions reading westward, or the Board of Directors may make other designation. Vice-Presidents Sec. 2. The Vice-Presidents shall exercise general supervision over their divisions under the direction of the President and of the executive officers. At least once a year, at some appropriate time during the interim between the annual meetings of the Association, each Vice-President shall arrange, if possible, a general conference for his division. Secretary Sec. 3. The Secretary shall keep the minutes of the meeting of the Association and of the Board of Directors, and shall preserve all books, records and papers pertaining thereto, and shall attend to such other duties as the Board of Directors may from time to time direct. Treasurer Sec. 4. The Treasurer shall keep a record of all receipts and expenditures, countersign and pay alt authorized orders drawn on him, and. attend to all duties reasonably incidental to the office, or such as may be vested in him from time to time by the Board of Directors or by amendments to the Constitution and By-Laws. Secretary-T reasurer Sec. 5. In the event one person is elected both Secretary and Treasurer, he shall execute the duties of both offices as outlined is Sections three and four of this Article. ARTICLE IV. Deposit of Funds Section t. All funds belonging to this Association shall be kept in a bank in the name of The Old Spanish Trail Association to the order of the President and the Treasurer. Appropriations and Expenditures Sec. 2. AH appropriations and expenditures of money shall be according to regulations formulated by the Board of Directors. Annual Budget Sec. 3. An Annual Budget shall be adopted by the Board of Directors and each county shall be notified of its equitable proportion of this expense. ARTICLE V. Meetings Section t. Meetings of this Association shall be held annually in November of each year. Special Meetings Sec. 2. Special Meetings may be called by the Board of Directors or upon the call of any lour directors, and at all special meetings notice shall be given to the members of the business to be transacted. Meetings of Board of Directors Sec. 3. The Board of Directors shall meet on the call of the President or any three directors, and if practicable there shall be not less than four directors’ meetings per year. Quorum Sec. 4. Four directors shall constitute a quorum of the Board of Directors, and twenty-five members for a convention meeting. ARTICLE VI. Elections Section l. The officers and directors of this Association shall be elected at the last session of the Annual Convention and shall assume office on the first day of December following. Nominations Sec. 2. Nominations for the officers and Board of Directors may be placed before the convention by a nominating committee and nominations may also be made in open meeting by any member in good standing. If there be a contest the voting shall be by ballot and those receiving the largest number of votes shall be elected. Vacancies Sec. 3. Vacancies may be filled by the Board of Directors for the unexpired term. ARTICLE VII. Committees Section l. Special committees may be appointed from time to time by the President. Regular or standing committees may be created as the Board of Directors or the members shall order. ARTICLE VIII. Amendments Section 1. Amendments to this Constitution and By-Laws may be proposed in writing any time within sixty days before the annual convention and copies shall be mailed to each of the directors, and posted conspicuously during the convention and acted upon at the last session. Their adoption shall require a two-thirds majority of the members present and in good standing. No amendments shall be proposed and acted upon at special meetings unless notice respecting such amendments is given in the call.