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By-Laws

SOCIETY FOR INTERCULTURAL EDUCATION, TRAINING AND RESEARCH

 

ARTICLE I: NAME, MISSION PURPOSE

1.1 Name. The name of the corporation is the Society for Intercultural Education, Training and Research, Austin, hereafter referred to as SIETAR Austin. Throughout these bylaws, the Corporation is sometimes referred to as "SIETAR Austin," or the "Society."

1.2 Mission. The mission of SIETAR Austin is to promote intercutural awareness and learning through dialogue, programs, and projects.

1.3 Purpose. SIETAR Austin is organized for educational purposes, including lectures, seminars, and workshops to the membership of SIETAR Austin and the general public on topics of intercultural understanding and cooperation.

SIETAR Austin offers its membership the following benefits: 

The organization is not organized or operated for the benefit of private interests. No dividend shall be paid and no part of the income shall be distributed to its members or officers, except as provided in 5.11. Compensation and Expenses.

ARTICLE II: OFFICES

2.1 Principal Office. The principal office of SIETAR Austin shall be located in Austin, Texas.

2.2 Registered Office. SIETAR Austin 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 Austin may be, but need not be, identical with the principal office of SIETAR Austin in the State of Texas, and the address for the registered office may be changed from time to time by the Board of Director.s

ARTICLE III: MEMBERSHIP

3.1 Membership. Membership shall be open to all persons or entities regardless of race, color, gender, religion, age, national origin, sexual orientation, or mental or physical ability. The activities of the Corporation will be conducted on a similarly non-discriminatory basis. The Corporation shall seek to admit members who represent diverse national, cultural, racial, and ethnic groups.

3.2 Membership Eligibility. Membership in SIETAR Austin is open to any person who has paid annual dues as set forth by the Executive Committee and approved by the general membership. The Executive Committee may establish various classes of membership.

3.3 Dues. Members shall be required to pay dues in such amounts as are established by the Executive Committee. The dues charged shall not be less than the cost of the services provided by the Society. Only those who have paid dues shall be entitled to membership benefits.

3.4 Voting Rights. Each member in good standing shall be entitled to one vote.

3.5 Business Meetings, Notice, and Programs. Regular business meetings of the general membership are held annually. The notice requirement for these meetings and any other special meetings is 15 calendar days prior to the scheduled date of that meeting. Regular Programs, which are open to the general public and the membership, are held regularly, unless decided otherwise by the Executive Committee.

3.6 Quorum. Ten percent of the general membership shall constitute a Quorum unless otherwise specified in these By-laws.

ARTICLE IV: EXECUTIVE COMMITTEE

4.1 Powers of the Executive Committee. In the management and control of the property, business, and affairs of SIETAR Austin, the Executive Committee serves as a Board of Directors and has all of the powers possessed by SIETAR Austin. This delegation of authority shall not be inconsistent with the laws of the State of Texas, with the Articles of Incorporation of SIETAR Austin or with these By-laws.

4.2 Composition. The Executive Committee of SIETAR Austin shall consist of at least four (4) permanent members. These shall be the four Elected Officers, which are the President, Vice President, Secretary, and Treasurer. The immediate Past President may be invited to serve ex-officio at Special Meetings of Executive Committee's Officers, in an advisory capacity. Other members of the Executive Committee may be appointed as necessary. Generally these shall be the committee chairpersons and other persons interested in contributing to the activities of SIETAR Austin. The Elected Officers may decide if the membership is to be limited in number.

4.3 Duties. The Executive Committee shall be responsible for the implementation and adoption of policies. It shall also be responsible for the procedures to be followed concerning the activities of SIETAR Austin and shall generally oversee the operation of SIETAR Austin as executed by the President. All members of the Executive Committee will have one vote. This includes the Elected Officers, the appointed committee chairpersons, other members, and the immediate Past President.

4.4 Procedures. The Executive Committee shall establish the procedures to be followed in making its decisions and discharging its functions. Such procedures are subject to revision by a 3/4 vote of the General Membership, present and voting at a general membership meeting.

4.5 Meetings of the Executive Committee. The Executive Committee shall meet at least bimonthly to review the operations of SIETAR Austin. Three Executive Committee members, or the President, may call a meeting.

4.6 Special Meetings of Executive Committee's Officers. The Elected Officers may choose to meet in private. Any special Elected Officers meeting shall be a legal meeting for the transaction of business.

4.6.1 Special meetings of the Executive Committee's Officers may be called by the President, or by two (2) or more Executive Committee members.

4.6.2 Five (5) days notice of Special Meetings of Executive Committee's Officers shall be given to each officer by the Secretary or other persons calling the meeting.

4.6.3 Special Meetings of Executive Committee's Officers also may be held at any time or place without formal notice provided all of the officers are present or, if not present, have waived notice in writing.

4.6.4 Three quarters of the officers shall constitute a quorum at an Special Meetings of Executive Committee's Officers.

4.6.5 Only the four officers may vote at a Special Meetings of Executive Committee's Officers.

4.6.6 Proxy votes may not be accepted.

4.7 Check Signing. The President, Secretary and Treasurer shall have authority to sign checks covering the operating expenses of SIETAR Austin.

4.8 Quorum of the Executive Committee. Twenty percent of the members of the Executive Committee entitled to vote shall constitute a quorum for the transaction of business.

4.9 Voting Members of record. Officers, both elected and appointed, may vote at an Executive Committee meeting.

4.9.1 When a quorum is present at an Executive Committee meeting, a majority vote of the members in attendance shall decide any question brought before such meeting in the absence of an express provision to the contrary in the By-laws or by the Executive Committee.

4.9.2 The committee is urged to reach consensus and to reconsider important issues which are passed by a narrow majority. In this situation, many people are not in agreement with the decision.

4.9.3 Proxy votes may not be accepted.

4.10 Other Actions of the Executive Committee. Meetings and voting of the Executive Committee may take place by telephone, mail, electronic mail (E-mail), and/or tele-fax.

4.11 Compensation and Expenses. No member shall be entitled to any compensation for services as a member of the Executive Committee of SIETAR Austin. A member shall be reimbursed for any necessary expenses incurred upon the approval of the Executive Committee.

4.12 Removal. A member of the Executive Committee may be removed at any time for cause by majority vote of a quorum of the Executive Committee, excluding the member in question. Cause may be misrepresenting SIETAR Austin, ethical breaches, and lack of participation. In general, three consecutive absences at Executive Committee meetings in a program year shall constitute lack of participation.

4.13 Vacancy. Should any Officer's or Committee Chair's position become vacant before the end of the term, for any reason, the Elected Officers, by majority vote taken at any meeting, shall choose the successor or successors.

ARTICLE V: OFFICERS

5.1 Number. The Elected Officers of SIETAR Austin shall be a President, Vice President, Secretary, and Treasurer, each of whom shall be elected by the general membership. The immediate Past President may be invited to serve, ex-officio, in an advisory capacity.

5.2 Election and Term of Office. The general membership shall elect a President, Vice President, Secretary, and Treasurer.

5.2.1 The nominations are presented by the Nominating Committee. Afterwards, any person from the general membership also may make nominations for each office. The willingness by each nominee to serve shall be confirmed prior to nomination.

5.2.2 The Elected Officers shall be elected at the annual business meeting in June, or in an alternate month decided by the Executive Committee, by ballot from the Voting Membership under such provisions, as the Executive Committee shall provide. This may include voting by mail, electronic mail (Email), or Tele-fax.

5.2.3 The nominee receiving the highest number of votes for each office shall be declared elected. 

5.2.4 The officers so elected shall take office on July 1, or as determined by the Executive Committee, and shall hold office for a term of one year or until their respective successors are elected and assume office.

5.3 President. The President shall be the chief executive officer of SIETAR Austin. S/He shall have and exercise general charge and supervision of the affairs of the Corporation and shall do and perform such other duties as are customary to the office. And, unless some other person is specifically authorized by the vote of the Executive Committee, the President shall sign and execute in the name of SIETAR Austin deeds, mortgages, bonds, contracts or other instruments authorized by the Executive Committee, except in cases where the signing and execution shall be expressly delegated to an agent of SIETAR Austin. The President shall serve at term of one year.

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. The Vice President shall serve a term of one year.

5.5 Secretary. The Secretary shall keep correct minutes of all meetings of the general membership, Executive Committee and Special Meetings of Executive Committee's Officers. The Secretary shall attend to the giving and serving of all notices of the Corporation. The Secretary shall have charge of the minutes and such other books and records as the Executive Committee may direct, may attest to the accuracy of such books and records, and shall perform all of the duties commonly incident to the office and as may from time to time be directed by the President or Executive Committee. The Secretary shall serve a term of one year.

5.6 Treasurer. The Treasurer shall collect, maintain, disburse, and account for all of the monies received by SIETAR Austin, including, but not limited to membership dues. The Treasurer is responsible for maintaining and reporting on all bank accounts and on any other financial accounts of SIETAR Austin. The Treasurer shall serve a term of one year.

5.7 Past President. The Past President shall be the most recently retired President and, ex-officio, may be invited to advise the Elected Officers. The Past President may serve on the Executive Committee as a voting member. The Past President may be appointed to any position appropriate for any member.

5.8 Other Officers. The Executive Committee may elect or appoint one or more Vice-Presidents and such other officers, assistant officers, and committee chairpersons as they may deem necessary, who shall have such authority and perform such duties as from time to time may be prescribed by the President or by the Executive Committee.

5.9 Resignation, Removal, Vacancies. Any Officer may resign at any time by giving written notice to the President or the Executive Committee and may be removed from office by the vote of the Executive Committee at any time, in accordance with applicable law. Should any office become vacant by reason of death, resignation, removal, disqualification, or otherwise, the Elected Officers may choose a successor or successors by a majority vote. Officers may be elected to serve more than one term but generally may not succeed themselves after two terms, unless the Executive Committee decides otherwise.

5.10 Bonds of Officers. The Executive Committee may secure the fidelity of any or all officers by bond or otherwise, in such terms and with such surety, or sureties and conditions, as shall be required by the Executive Committee.

ARTICLE VI: COMMITTEES

6.1 Requirements. Any member in good standing may serve on a committee. The President shall serve ex officio on each committee.

6.2 Powers of Appointment. The Executive Committee may appoint, remove or replace committee members and chairpersons.

6.3 Nominating Committee. The Nominating Committee will be the only standing committee of SIETAR Austin. Nominating Committee members shall be appointed by the Elected Officers. The Nominating Committee shall conduct the election.

6.4 Creation. The Executive Committee and/or the Elected Officers can create any committee, permanent or temporary, it deems necessary. Presently, the committees include: Program, Professional Development, Community Liaison, and Membership Outreach.

6.5 Rules; Record of Proceedings. Each committee may make the rules and procedures to call and conduct its meetings. Each committee shall keep regular minutes of its proceedings and shall report to the Executive Committee and to the President.

ARTICLE VII: ADVISORY COUNCIL

7.1 Purpose. The purpose of the Advisory Council is to secure the experience and wisdom of recognized persons who wish to be associated with the organization and contribute to its success, but may not have the time to join the Executive Committee.

7.2 Composition. The Advisory Council is composed of at least three members. Each person shall be recognized as someone who has contributed, either in a professional capacity or as a volunteer, to the mission of SIETAR Austin. Members represent experienced and diverse viewpoints, associated with, but not limited to, from academia, high-tech, business, consulting, government, non-profits, and other organizations and associations.

7.3 Appointment. Each member is selected by the Executive Committee and invited by the President to serve for a minimum of one year.

7.4. Duties. The Advisory Council is to provide vision, inspiration and contacts, and when consulted, to give ideas and advice to the Executive Committee, and input into SIETAR Austin's long-term strategies. The Advisory Council members may help with community outreach, public relations, and marketing, via their good standing in the community and their active networks.

7.5 Meetings. The Advisory Council will be invited to meet with the Executive Committee twice a year, in October and April, or alternate months when decided by the Executive Committee. The Executive Committee shall prepare a report for the Advisory Council one week before each meeting. The Advisory Council members may choose to hold a closed meeting.

7.6 Reports. Minutes of Advisory Council's closed meetings are to be presented to the Executive Committee within two weeks of its meetings

ARTICLE VIII: MISCELLANEOUS

8.1 Fiscal Year. The fiscal year of SIETAR Austin shall begin on July 1 and end on June 30 of the following calendar year, unless otherwise amended by the Executive Committee.

8.2 Contracts. The Executive Committee may authorize any officer or officers, agent or agents of SIETAR Austin, 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 Austin, and such authority may be general or confined to specific instances.

8.3 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 Austin shall be signed by such officer or officers, agent[s] or agents of SIETAR Austin in such manner as shall from time to time be determined by resolution of the Executive Committee. In the absence of such determination by the Executive Committee, such instruments shall be signed by the Secretary and countersigned by the President of SIETAR Austin or their designated agents.

8.4 Deposits. All funds of SIETAR Austin shall be deposited from time to time to the credit of SIETAR Austin in such banks, trust companies, or other depositories as the Executive Committee may select.

8.5 Gifts. The Executive Committee may accept on behalf of SIETAR Austin any contribution, gift, bequest, or devise for the general purpose of SIETAR Austin.

8.6 Spending Limits. No member of SIETAR Austin is authorized to incur any expenses on behalf of SIETAR Austin in excess of one hundred Dollars ($100.00) without the written pre-approval of the Executive Committee. Any amount under $100 requires verbal approval from the President. Regularly budgeted items are exempt for the above requirements.

8.10 Personal Publicity. SIETAR Austin shall not endorse, publicize or advertise in any way the for profit program, book, or any endeavor of any individual.

8.10.1 Personal materials may be displayed on a table for viewing after the program or meeting is adjourned. Individuals shall not make announcements about personal programs during the meeting.

8.10.2 No personal advertisements or promotional materials may include SIETAR Austin in the wording of written or oral publicity and may not be seen as being endorsed by SIETAR Austin in any way.

8.10.3 An e-mail message/invitation may be sent to the membership via the list serve, which announces that anyone interested in the specific information or in publicity of potential interest to members, could visit that person's web site or, for example, could visit http://www.fyiiaustin.com, and download the material.

8.10.4 A presenter at a SIETAR Austin program may be invited to make personal materials available at his/her session as well as place them on a general information table for pickup.

8.10.5 Under no circumstances shall the SIETAR Austin membership mailing list be used for anything other that SIETAR Austin business or be provided to third-parties.

ARTICLE IX: INDEMNIFICATION

Each person who may have served as a Member of the Executive Committee or Officer of SIETAR Austin shall be indemnified by SIETAR Austin 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 Member 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 Director or 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 the Elected Officers or Executive Committee members may be entitled.

The intent of this article is to indemnify the Elected Officers and Executive Committee members to the fullest extent allowed by law. This includes adaptation of the statutory Business Judgment Rule. (Art. 2.22, effective September 1, 2001, Texas Non-Profit Corporation Act)

In summary, an officer or Executive Committee member is not liable to the corporation or any other person for an action taken or omission made by the officer in the person's capacity as an officer unless the officer's conduct was not exercised:

(1) in good faith;

(2) with ordinary care; and

(3) in a manner the officer reasonably believes to be in the best interest of the corporation.

ARTICLE X: AMENDMENT

10.1 By-laws. These By-laws may be altered, amended or repealed at any meeting of the Executive Committee at which a quorum is present by the affirmative vote of a majority of the Members attending such meeting. Seven days written notice must be given of an intention to alter, amend, or repeal these By-laws at that meeting.

10.2 Articles of Incorporation. The members shall have power to amend the Articles of Incorporation of the Corporation by vote of two-thirds (2/3) of the members present at any regular or special meeting. First, the Executive Committee shall adopt a resolution setting forth the proposed amendment. Second, it shall direct that the proposed amendment be submitted to a vote at a subsequent membership meeting. Written notice setting forth the proposed amendment with a summary of the changes shall be e-mailed, faxed or mailed to each member entitled to vote on these changes at least 7 days prior to the membership meeting.

ARTICLE XI: DISSOLUTION

If the Executive Committee of SIETAR Austin shall determine to discontinue its activities and dissolve the Chapter, all the assets and property of the Chapter, without exception, shall be transferred to an organization to be selected by the Executive Committee. In no event shall any part of the assets or property of the Chapter, upon dissolution, be transferred, or made available for the benefit of any private individual, firm, or corporation. Transfer of assets or property must be made according to IRS rules for a 501 c(3).

[Last Revision - 6/27/04]