The Society for Intercultural Education, Training and Research - Houston
Adopted December, 1994
| Bylaw Quicklinks | ||||
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| Offices | Membership | Directors | ||
| Executive Committee | Officers | Committees | ||
| Miscellaneous | Indemnification | Amendments | ||
1.1 Principal Office. The principal office of the Society for Intercultural Education, Training and Research, Houston, hereafter referred to as SIETAR, Houston shall be located in Houston, Texas.
1.2 Registered Office. SIETAR, Houston shall have and continuously maintain in the State of Texas, a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office of SIETAR, Houston may be, but need not be, identical with the principal office of SIETAR, Houston in the State of Texas, and the address for the registered office may be changed from time to time by the Board of Directors.
2.1 Membership. Membership in SIETAR, Houston is open to any person who has paid annual dues as set forth by the Board of Directors and approved by the general membership.
2.2 Election of Officers. The Officers of SIETAR, Houston are elected by majority vote of a quorum of the general membership at the regular meeting in May of each year.
2.3 Meetings and Notice. Regular meetings of the general membership are held monthly. The notice requirement for these meetings and any other special meetings deemed necessary is eleven (11) calendar days prior to the date of that scheduled meeting.
3.1 Powers of Directors. In the management and control of the property, business and affairs of SIETAR, Houston, the Board of Directors is hereby vested with all of the powers possessed by SIETAR, Houston itself so far as this delegation of authority is not inconsistent with the laws of the State of Texas, with the Articles of Incorporation of SIETAR, Houston or with these by-laws.
3.2 Number and Tenure. Until changed by amendment to these by-laws, the number of Directors shall be five (5). The Board of Directors of SIETAR, Houston, shall be composed as follows:
(a) Three (3) persons to be initially selected by the Executive Committee (see Article IV) and thereafter by the Board of Directors of SIETAR, Houston, whose terms will be for two (2) years each, except for the initial terms of each of the first three (3) persons selected which will be one (1), two (2), and (3) three years, respectively, plus the time between when these By-Laws go into effect and the beginning of the first full fiscal year; and
(b) The President and Vice President will be the remaining two (2) Board members; the Secretary and Treasurer will be non-voting ex-officio members of the Board of Directors.
3.3 Meeting of Directors. The meeting of the Board of Directors of SIETAR, Houston shall be held in the summer of each year or any such date as agreed upon by the Board. The Board of Directors may provide by resolution the time and place either within or without the State of Texas, for the holding of additional meetings without other notice than such resolution.
3.4 Special Meetings of Directors. Special meetings of the Board of Directors may be held at any time or place whenever called by the President or by two (2) or more Directors with five (5) days notice thereof being given by the Secretary or other officer calling the meeting to each Director, or such meetings may be held at any time without formal notice provided all of the Directors are present or, if not present, have waived notice thereof in writing. Such special meetings shall be held at such time and place as the notice thereof or waiver shall specify. Any meeting at which every Director is present, either in person or by proxy, or of which those not present have waived notice, shall be a legal meeting for the transaction of business, notwithstanding notice has not been given as herein above provided.
3.5 Quorum of Directors. A majority of the members of the Board of Directors entitled to vote shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting from time to time and the same may be held without further notice. Directors present by proxy may not be counted toward a quorum. When a quorum is present at any meeting, a majority vote of the [D]directors in attendance there at shall decide any question brought before such meeting in the absence of an express provision to the contrary in the by-laws.
3.6 Proxy and Voting. Directors of record may vote at any meeting, either in person or by proxy in writing which shall be filed by the Secretary of the meeting before being voted. Each Director shall decide any question brought before such meeting in the absence of an expressed provision to the contrary in these by-laws.
3.7 Informal Action of Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
3.8 Condensation and Expenses. No Director shall be entitled to any compensation for services as a Director of SIETAR, Houston. A Director shall be reimbursed for any necessary expenses incurred upon the approval of the Board of Directors.
3.9 Removal. A Director may be removed at any time for cause by majority vote of a quorum of a joint Board of Directors and Executive Committee meeting, excluding the Director in question.
3.10 Vacancy. Should any Director's position become vacant before the end of the term, for any reason, the Executive Committee by majority vote taken at any meeting chooses the successor or successors.
4.1 Composition. The Executive Committee of SIETAR, Houston shall consist of five (5) members, the President, Vice President, Secretary, the Treasurer and the Immediate Past President.
4.2 Duties. The Executive Committee shall be responsible for the implementation of policies adopted by the Board of Directors. It shall also be responsible for the procedures to be followed concerning the activities of SIETAR, Houston and shall generally oversee the operation of SIETAR, Houston as executed by the President. The Immediate Past President will serve in an advisory capacity and will vote only in the event of a tie.
4.3 Procedures. The Executive Committee shall establish by a vote of a majority of its members the procedures to be followed in making its decision and discharging its functions. Such procedures are subject to revision by the Board of Directors.
4.4 Meetings of the Executive Committee. The Executive Committee shall meet bimonthly to review the operations of SIETAR, [Houston].
4.5 Check Signing. Members of the Executive Committee who have been designated by their respective Board of Directors shall have authority to sign checks covering the operating expenses of SIETAR, Houston. See Exhibit A, which is attached hereto and made a part hereof. [no attachment to this document]
5.1 Number. The Officers of SIETAR, Houston shall be a President, Vice President, Secretary and Treasurer each of whom shall be elected by the general membership. Such other officers and assistant officers as may be deemed necessary may be elected by the general membership or appointed by the Officers or Board of Directors at any duly constituted meeting, regular or special.
5.2 Election and Term of Office. The general membership shall elect a President, Vice President, Secretary and Treasurer at the general meeting in May of each year. The Officers so elected shall take office on August 1 and shall hold office for a term of one (1) year or until their respective successors are elected and assume office.
5.3 President. The President shall be the chief executive officer of SIETAR, Houston and, unless some other person is specifically authorized by the vote of the Board of Directors, shall sign and execute in the name of SIETAR, Houston deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution shall be expressly delegated to an agent of SIETAR, Houston.
5.4 Vice President. The Vice President shall assist the President and have such powers and perform such duties as the President may from time to time delegate.
5.5 Secretary. The Secretary shall keep correct minutes of all meetings of all general membership, Executive Committee and Board meetings and shall perform all of the duties commonly incident to the office.
5.6 Treasurer. The Treasurer shall collect, maintain , disburse and account for all of the monies relieved by SIETAR, Houston, including but not limited to membership dues. The Treasurer is responsible for maintaining and reporting on all bank accounts or any other financial accounts of SIETAR, Houston.
5.7 Removal. The Directors may at any regular meeting, or at any special meeting called for the purpose, by an affirmative vote of a majority of the Directors attending such meeting, with or without cause, remove any Officer.
5.8 Vacancies. Should any office become vacant by reason of death, resignation, removal, disqualification or otherwise, the Directors may by a majority vote taken at any meeting choose a successor or successors, as the case may be.
5.9 Bonds of Officers. The Board of Directors may secure the fidelity of any or all officers by bond or otherwise, in such terms and with such surety or sureties or conditions as shall be required by the Board or Directors.
6.1 Requirements. Any mender in good standing is able to serve on a committee. At least one (1) member of each committee should have been a member for at least one (1) year.
6.2 Powers of Appointment. The Executive Committee of SIETAR, Houston has the power to appoint committee members and chairpersons. The Executive Committee has the power to remove and/or replace any members of the committees at any time at its discretion.
6.3 Nominating Committee. The Nominating Committee will be the only standing committee of SIETAR, Houston.
6.4 The Board of Directors and/or the Executive Committee can create any other committee, permanent or temporary, it deems necessary.
7.1 Fiscal Year. The fiscal year of SIETAR, Houston shall begin July 1 and end on June 30 of each year.
7.2 Contracts. The Executive Committee may authorize any officer or officers, agent or agents of Sietar [SIETAR], Houston, in additions to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of SIETAR, Houston, and such authority may be general or confined to specific instances.
7.3 Checks, Drafts, Orders, Notes and Other Evidences of Indebtedness. All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of Sietar[SIETAR], Houston shall be signed by such officer or officers, agent[s] or agents of Sietar[SIETAR], Houston in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary and countersigned by the President of SIETAR, Houston or their designated agents.
7.4 Deposits. All funds of SIETAR, Houston shall be deposited from time to time to the credit of SIETAR, Houston in such banks, trust companies or other depositories as the Executive Committee may select.
7.5 Gifts. The Executive Committee may accept on behalf of SIETAR, Houston any contribution, gift, bequest or devise for the general purpose of SIETAR, Houston.
7.6 Spending Limits. No member of SIETAR, Houston is authorized to incur any expenses on behalf of SIETAR, Houston in excess of Fifty and No Dollars ($50.00) without the written pre-approval of the Executive Committee. Any amount under Fifty and No Dollars ($50.00) requires verbal approval from a member of the Executive Committee. Regularly budgeted items are exempt for the above requirements.
7.6[7] Seal. The Board of Directors may provide for a corporate seal. If a corporate seal is provided for, it shall be circular in form and shall have inscribed thereon the name of Sietar[SIETAR], Houston, the state of incorporation and the five-pointed star.
Each person who may have served as a Director or Officer of Sietar[SIETAR], Houston shall be indemnified by Sietar[SIETAR], Houston against liabilities imposed upon her or him and expenses reasonably incurred by her or him in connection with any claim made against her or him on any action, suit or proceeding to which she or he may be a party by reason of her or his being, or having been, such Director or Officer including such sums of independent counsel selected by the Board shall deem reasonable payment made in settlement of any such claim, action, suit or proceeding, and further including payment in settlement to avoid expenses of litigation; provided, however, that no [D]director or [O]officer shall be indemnified with respect to matters as to which she or he shall be adjudged in such action, suit or proceeding to be liable for willful negligence or misconduct in the performance of duty or with respect to any matter which shall be settled by the payment of sums which counsel selected by the Board shall not deem reasonable payment for avoiding expenses of litigation, or with respect to matters for which such indemnification shall be in addition to any other rights to which Directors or Officers may be entitled.
These by-laws may be altered, amended or repealed at any meeting of the Board of Directors at which a quorum is present by the affirmative vote of a majority of the Directors attending such meeting, provided at least eleven (11) days' written notice is given of an intention to alter, amend or repeal these by-laws at such meetings.
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