Bylaws of the Computer-Assisted Language Instruction Consortium
These Bylaws govern the affairs of the Computer-Assisted Language Instruction Consortium (CALICO), a non-profit corporation.
ARTICLE 1: OFFICES
1.01 The Organization’s principal office in Texas will be located at Department of Modern Languages, Texas State University, 601 University Drive, San Marcos, Texas 78666. The Organization may have such other offices, in Texas or elsewhere, as the Executive Board may determine. The Board may change the location of any office of the Organization.
Registered Office and Registered Agent
1.02. The Organization will maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Organization’s principal office in Texas. The Executive Board may change the registered office and the registered agent as permitted in the Texas Non-Profit Corporation Act. The document “CALICO Positions, Policies, and Procedures” identifies which officer serves as registered agent.
ARTICLE 2: MEMBERS
Classes of Members
2.01. The Organization will have two or more classes of members. Individual members shall consist of all interested individuals who apply for membership and pay the duly assessed dues of CALICO. Members shall be entitled to one vote in any General Meeting, Business Meeting, or members’ referendum. Student members shall consist of all members who are students in graduate or undergraduate study. Student members shall enjoy all privileges of individual membership. Additional membership categories may be established by the Board as needed.
Admitting Members and Renewing Members
2.02. Natural persons may be admitted to membership in the Organization. Individual membership in CALICO is open to any person with an interest in the application of technology to the teaching and learning of languages. A member may renew membership by paying all required fees and dues and submitting an application to renew membership.
Membership Fees and Dues
2.03. The annual dues for each category of membership shall be in amounts established from time to time by the Executive Board.
2.04. A member in good standing is entitled to one vote on each matter submitted to a vote of the members.
2.05. A member in good standing is one who has paid all required fees and dues and is not suspended as of the date of the meeting or referendum.
ARTICLE 3: SPECIAL INTEREST GROUPS
CALICO, its members, and the Executive Board may establish Special Interest Groups (SIGs), as described in the “CALICO Positions, Policies, and Procedures” document. A member may join any or all of the SIGs so established.
ARTICLE 4: AFFILIATES
4.01. Bona fide organizations having 25 or more members may apply for affiliation with CALICO under the following conditions:
- the applying organization, hereinafter designated the applicant, should have a homogeneous geographical membership area such as a country, state, province, or metropolitan area.
- All members of the Executive Committee or other governing board of the applicant must be members of CALICO.
- The applicant must have a constitution providing for continuity of personnel within the administration of the group, or a permanent executive secretary. A copy of this constitution shall accompany the application for affiliation.
- The goals and purposes of the applying organization are in harmony with those of CALICO.
4.02. Applications for affiliation shall be sent to the Executive Board of CALICO. The Executive Board may approve the affiliation, if they judge the affiliation to be in the interests of CALICO, and all conditions set forth in Section 4.01 above have been met.
4.03. An affiliate shall retain the status of affiliation by meeting the conditions below:
- It shall hold at least one general meeting a year for its total membership, with part of the meeting devoted to the business of the affiliate.
- It shall have an elected or appointed liaison officer responsible for communication between CALICO and the affiliate.
- The secretary or liaison officer of the affiliate shall report the following information to the CALICO Executive Board at least once a year:
(a) statement of membership of the affiliate,
(b) summary report of the annual meeting of the affiliate, and
(c) results of the election of officers.
- It shall maintain some effective means for disseminating information among its members.
ARTICLE 5: MEETINGS OF MEMBERS
5.01. CALICO will hold an Annual Symposium at such time as the Executive Board shall designate. This Annual Symposium may be designated as the Annual CALICO Convention, the Annual CALICO Conference, the CALICO Annual Symposium, or the Annual CALICO Meeting. During the Annual Symposium, one or more general and business members’ meetings may be called by the Board or members, for the purpose of conducting CALICO business and determination of general policy of the organization. The General Meeting may recommend new actions and policies, and review, modify, or rescind actions and policies established by the Executive Board. The Executive Board will submit to the members a summary of major actions undertaken and shall present issues for discussion at the members’ General Meeting.
Place of Meeting
5.02. The Executive Board may designate any place as the venue of meeting for the Annual Symposium.
5.03. Special meetings of the members may be called by the President, three members of the Executive Board, or a majority vote in an online referendum, in which at least 1/6th of the members participate.
Notice of Meetings
5.04. Written or electronic mail notice of any members’ meeting, not including the Annual Meeting, will be delivered to each member entitled to vote at the meeting not less than 15, nor more than 60 days, before the date of the meeting.
5.05. Fifty voting members who attend a meeting in person, or via electronic means as approved by the Board, will constitute a quorum at a meeting of members. The members present at a duly called or held meeting at which a quorum is present may continue to transact business, even if enough members leave so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of members required for a quorum.
Actions of the Membership
5.06. The membership will try to act by consensus. However, if a consensus is not available on a matter or proposal, the vote of a majority of voting members in good standing, present, and entitled to vote at a meeting at which a quorum is present, is enough to constitute the act of the membership unless law or the Bylaws require a greater number. Alternatively, acts of the membership may be decided by referenda, as described below in Article 5.07, Referenda.
5.07 Matters of major concern to the CALICO organization will normally be decided by the General Meeting at the Annual Symposium, but at other times, the Executive Board may use referenda to ask members to act on such matters. Matters to be decided by referendum will be presented to members for discussion, via regular mail or in an electronic format, not less than 15 days, nor more than 60 days, before the distribution of the ballot. This discussion may include proposals for the scope and wording of the referendum. The ballot distribution date and return deadline will allow the members at least 15 days to return their ballots. The referendum may be conducted by regular mail or in electronic format, according to the decision of the Executive Board. A referendum may also be initiated by petition of at least 30 members of the Organization to the Executive Board via the CALICO office.
A referendum decision will be decided by a majority vote of valid ballots, subject to the same guidelines and restrictions outlined in Article 5.05 Quorum and Article 5.06 Actions of the Membership.
ARTICLE 6: EXECUTIVE BOARD, OFFICERS AND MANAGEMENT OF THE ORGANIZATION
Management of the Organization
6.01 The Executive Board will conduct the business of the Organization, including the establishment of fees for membership, publications, and symposia, subject to the general direction of the members as decided in General Assemblies, Business Meetings, and referenda.
The Executive Board will maintain the document “CALICO Positions, Policies, and Procedures”, which describes in more detail the specific tasks of all CALICO positions, and active policies and procedures. Any member may request access to this document at any time, or it may be made available to members on the CALICO website.
Members of the Executive Board
6.02 The Executive Board will consist of voting and non-voting members, as detailed below.
Voting Officers: President, Vice-President, Past President
At-Large Voting Members: six at-large Board members
Non-voting Members: Secretary, and Publications Officer, unless these functions are fulfilled by voting members of the Board.
Actions of the Executive Board
6.03. The Executive Board will try to act by consensus. However, if a consensus is not available, the vote of a majority of Board members present and voting at a meeting at which a quorum is present is enough to constitute the act of the Board, unless the act of a greater number is required by law or by some other provision of these Bylaws. A Board member who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the Board’s decision. Presence can be established through electronic conferencing or face-to-face meetings.
6.04. Six of the nine voting members of the Executive Board constitute a quorum for transacting business at any Board meeting. The Members present at a duly called or held meeting at which a quorum is present may continue to transact business, even if enough members leave so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of members required for a quorum.
6.05. The President, Vice President, and Past President comprise CALICO’s voting officers. They work together to handle the executive decision making for CALICO and guidance to staff in between meetings of the Executive Board.
The President is the Organization’s chief executive officer. He or she will supervise and control all of the Organization’s business and affairs and will preside at all meetings of the Executive Board. The President may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board authorizes to be executed. However, the President may not execute instruments on the Organization’s behalf if this power is expressly delegated to another officer or agent of the Organization by the Board, these Bylaws, or statute. The President will perform other duties prescribed by the Board and all duties incident to the office of President.
The Vice President will support the President and the activities of the Voting Officers team, while preparing to succeed the President. When the President is unavailable, the Vice President will serve as acting President, as appropriate to the circumstances and as directed by the Executive Board.
The Past President will support the President and the activities of the Voting Officers team. In exceptional circumstances, when the President and Vice President are unavailable, the Past President will serve as acting President, as appropriate to the circumstances and as directed by the Executive Board.
Succession of Voting Officers
6.06. Each year, the members will elect the Vice President, by the process described in Article 6.08. In the following year, the Vice President will become the President, and in the subsequent year, will continue to serve on the Voting Officers team as the Past President. Therefore, being elected Vice President entails a three-year commitment to serve as part of the Voting Officers team, one year in each of the three Voting Officer positions.
In the case that a Voting Officer is unable to complete the three-year service through all three positions, the Nominating Committee will propose a candidate, to be confirmed by a vote of the members, to fill the vacancy for the remainder of the unexpired term of office.
Nominating the Vice President and Voting Officers
6.07. The election of the Vice President is the most important decision for the members each year, since this person will serve as CALICO’s President and chief executive officer during the year following the vice presidential year. To facilitate the selection of a well-qualified candidate, the members, at a general meeting, will select three or more members each year to serve on the Nominating Committee. The Nominating Committee will interview and propose one or more candidates for the position of Vice President, for election by the members each year. If required by circumstances, the Nominating Committee may be called upon to propose candidates to fill vacancies in the Voting Officers team or the Executive Board. Members may also nominate a candidate for the position of Vice President. The qualifications and procedures for Vice Presidential candidates include:
- Candidates for Vice President must have been members of CALICO for at least the last two consecutive years before the year of nomination.
- The CALICO office will send an email message to the membership explaining the nomination process and soliciting nominations by November 15. This message may be combined with the call for Executive Board candidates.
- Candidates must be nominated by the Nominating Committee or by a CALICO member, including self-nomination.
- At the time of nomination, nominees will submit a short biographical sketch of no more than 100 words and candidate’s statement of no more than 300 words to the CALICO office.
- The CALICO office will send out an electronic ballot with information about the eligible and willing nominees. Election will be open not less than 15 days.
- Because Voting Officers serve for a period of three years, candidates must commit to working closely, for the subsequent three year period, with the CALICO Administrator, the staff, the other Voting Officers, and the Executive Board, to ensure the effective functioning of CALICO on a day to day basis. Candidates must plan to attend all Board meetings and Annual Symposia. Although the newly elected Vice President’s term of office does not officially begin until the day before the end of the subsequent Annual Symposium, the newly elected Vice President is encouraged to attend the Board meetings in the year of their election.
Electing the Vice President
6.08. The Vice President shall be chosen by ballot or by electronic voting mechanism sent to the members by the deadline described in Article 6.07. This ballot may include other elections, referenda, and other CALICO business.
Because of the importance of this position, the ballot for Vice President will always include the option of “None of the Above” (regardless of the number of candidates on the ballot). In the unlikely event that the members cast the most votes for the “None of the Above” option, the Nominating Committee will find a new candidate, members may nominate additional candidates, and the nominating and election procedure will be repeated until the members approve a candidate. In the case of a tie vote affecting the outcome, a run-off election will be held involving only the tied candidates.
Members will return their ballots to the CALICO office, other designated location, or via the online balloting procedure, by the announced deadline. The distribution date and return deadline shall allow the members at least 15 days to return their ballots. The balloting may be conducted by mail and/or by electronic means, according to the decision of the Board.
Not less than 30 days prior to the Annual Symposium, election results will be presented to the Board and made available to all members. The term of office for Vice President will begin on the day before the conclusion of the Annual Symposium and will be over on the day before the conclusion of the Annual Symposium three years hence. If there should be no Annual Symposium, then August 15 will be the date of transition.
Nominating At-Large Voting Members of the Executive Board
6.09 The qualifications and procedures for nominating At-Large Voting Members of the Executive Board candidates include:
- Candidates for the Executive Board must have been members of CALICO for at least two years, not necessarily consecutive years.
- The CALICO office will send an email message to the membership explaining the nomination process and soliciting nominations by November 15.
- Candidates must be nominated by the Nominating Committee or by a CALICO member, including self-nomination.
- At the time of nomination, nominees will submit a short biographical sketch of no more than 100 words and candidate’s statement of no more than 300 words to the CALICO office.
- The CALICO office will send out an electronic ballot with information about the eligible and willing nominees by February 20, and the election will be open at least 15 days.
- Because Executive Board members serve on the Board for a period of three years, nominees will be informed at the time of their nomination that they must commit to attending all Executive Board meetings during their tenure on the Board, typically held a day before the beginning of the Annual Symposium. Although newly elected Executive Board members do not officially begin their tenure on the Board until the day before the end of the Annual Symposium, they are invited to attend the Board meeting the year of their election.
Electing At-Large Voting Members of the Executive Board and Terms of Office
6.10. The six At-Large Voting Members of the Executive Board are elected on a staggered basis, two each year. As dictated by circumstances, a ballot may also include additional nominees, designated as candidates to fill the remaining terms for unexpected vacancies on the Board.
At-Large Voting Members of the Executive Board shall be chosen by ballot or by electronic voting mechanism, according to the decision of the Board, and made available to the members by the deadline described in Article 6.09. Members will return their ballots to the CALICO office, or designated balloting site, by the announced deadline.
The two At-Large Voting Member nominees who receive the highest number of votes by the announced deadline shall be elected to the board as members-at-large, and they shall serve for a period of three years. In the case of a tie vote affecting the outcome, a run-off election will be held involving only the tied candidates.
Not less than 30 days prior to the Annual Symposium, election results will be presented to the Board and made available to all members. The term of office for Board members will begin on the day before the conclusion of the Annual Symposium and will be over on the day before the conclusion of the Annual Symposium three years hence. If there should be no Annual Symposium, then August 15 will be the date of transition.
Appointing non-voting members of the Executive Board
6.11. The appointment of Secretary and Editors is the responsibility of the Executive Board, the elected members of which may also assume these positions. The Editors collectively select a Publications Officer to serve as their representative non-voting member of the Executive Board. The normal period of appointment to these positions is three years, but this may vary according to the needs of the Executive Board. There is no limit on the number of times an individual may be reappointed to these positions.
Conducting Board Business
6.12. The President is the Chair of the Executive Board, the Vice President serves as Vice Chair of the Board. The Chair and Vice Chair of the Board will perform other duties as assigned by the Board. When the President is absent, cannot act, or refuses to act, the Vice President will perform the President’s duties. In the event the Vice President is unable or unwilling to perform the duties of the President, the responsibility will fall to the Past President. When acting in the President’s place, the Chair of the Board has all the powers of-, and is subject to all the restrictions on- the President.
6.13. The Board will select a person to fill a vacancy on the Board or any other office by the affirmative vote of a majority of the remaining Board members, even if it is less than a quorum of the Board, or if it is a sole remaining Board member, until the next Annual Symposium. If the vacated term extends beyond that Annual Symposium, the Nominating Committee will propose a candidate (who may be the Board appointee) for election by the members, as part of the next regular Board election ballot, or at the next General Assembly, whichever comes first.
Removal from Office
6.14. Any Board member may be removed from office by the Board at a Board meeting only with good cause. Removing a Board member will be without prejudice to the member’s contractual rights, if any. Removal must be approved by five or more voting members present at an Executive Board meeting. Failure to maintain proper membership in CALICO, failure to attend Board meetings without proper notification, and/or failure to fulfill major responsibilities are grounds for removal, as are professional ethics violations, as generally understood in the university environment, criminal activity, or working against CALICO’s delineated goals or established programs.
Duties of the Editors and Secretary
6.15. The Editors of the CALICO Journal, CALICO’s book series, and any other publications are appointed by the Executive Board as described in “CALICO Positions, Policies, and Procedures”. The Editors select a Publications Officer from their midst, who represents them on the Executive Board as a non-voting member, as specified in Article 6.02.
6.16. The Secretary will:
- Maintain records of the meetings of the Board.
- Give all notices as provided in the Bylaws or as required by law.
- Take minutes of the meetings of the members and the Board and keep the minutes as part of the Organization’s records.
- Maintain custody of the Organization’s records.
- Perform duties as assigned by the President or the Board.
- Perform all duties incident to the office of secretary.
- To the extent possible, serve as the “institutional memory” for CALICO and the Board, and maintain an easily readable written record of decisions made, and policies currently in force. Unless otherwise decided by the Board, the Secretary will maintain the document, “CALICO Positions, Policies, and Procedures”.
Annual Executive Board Meeting
6.17. The annual meeting of the Board will be held during, and/or immediately preceding or following, and at the same place as, the Organization’s Annual Symposium. In the event an Annual Symposium is not held, the annual meeting of the Board will take place on or about August 15, or as decided by the Executive Board, either in a physical location to be determined or via an electronic conference. The President will preside at all meetings of the members.
Special Meetings of the Executive Board
6.18. Special Board meetings may be called by, or at the request of, the President or any three voting Board members. The person or persons calling a special meeting will inform the Secretary of the Organization of the information to be included in the notice of the meeting. The Secretary of the Organization will give notice to the Board members as these Bylaws require.
6.19. Written or electronic mail notice of any special meeting of the Board will be delivered to each Board member not less than 7 days before the date of the meeting. The notice will state the place, day, and time of the meeting; who called it; and the purpose or purposes for which it is called.
ARTICLE 7: COMMITTEES
Authorization of Specific Committees
7.01. The following committees are authorized:
- a Program Committee for each Annual Symposium,
- an Editorial Committee for recommending policy to the Executive Board for CALICO publications and/or overseeing the development, management, and promotion of CALICO publications,
- a Nominating Committee that will propose candidates for Vice-President and at-large voting members of the Executive Board.
- any standing committees authorized by the Board, and
- the President, with the approval of the Board, shall be empowered to establish such ad hoc committees as deemed necessary or useful for the efficient conduct of the organization.
7.02. The President shall confirm with the Administrator that all committee members are and remain members of the Organization in good standing.
7.04. Each committee may adopt its own rules, consistent with these Bylaws or with other rules that may be adopted by the Board.
ARTICLE 8: TRANSACTIONS OF THE ORGANIZATION
8.01. The Board may authorize any officer or agent of the Organization to enter into a contract or execute and deliver any instrument in the name of, and on behalf of, the Organization. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments.
8.02. All the Organization’s funds will be deposited to the credit of the Organization in banks, trust companies, or other depositories that the Board selects.
8.03. The Board may accept, on the Organization’s behalf, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Organization. The Board may make gifts and give charitable contributions not prohibited by these Bylaws, the articles of incorporation, state law, or provisions set out in federal tax law that must be complied with to maintain the Organization’s federal and state tax status.
Potential Conflicts of Interest
8.04. The Organization may not make any loan to a Board member or officer of the Organization. A member, Board member, officer, or committee member of the Organization may not lend money to-and otherwise transact business with-the Organization except as otherwise provided by these Bylaws, the articles of incorporation, and applicable law. Such a person transacting business with the Organization has the same rights and obligations relating to those matters as other persons transacting business with the Organization. The Organization may not borrow money from-or otherwise transact business with-a member, Board member, officer, or committee member of the Organization unless the transaction is described fully in a legally binding instrument and is in the Organization’s best interests. The Organization may not borrow money from-or otherwise transact business with a member, Board member, officer, or committee member of the Organization without full disclosure of all relevant facts and without the Board’s or the members’ approval, not including the vote of any person having a personal interest in the transaction.
8.05. As long as the Organization exists, and except with the Board’s prior approval, a member, Board member, officer, or committee member of the Organization must not:
- Do any act in violation of these Bylaws or a binding obligation of the Organization.
- Do any act with the intention of harming the Organization or any of its operations.
- Do any act that would make it impossible or unnecessarily difficult to carry on the Organization’s intended or ordinary business.
- Receive an improper personal benefit from the operation of the Organization.
- Use the Organization’s assets, directly or indirectly, for any purpose other than carrying on the Organization’s business.
- Wrongfully transfer or dispose of Organization property, including intangible property such as good will.
- Use the Organization’s name (or any substantially similar name) or any trademark or trade name adopted by the Organization, except on behalf of the Organization in the ordinary course of its business.
ARTICLE 9: BOOKS AND RECORDS
Required Books and Records
9.01. The Organization will keep correct and complete books and records of account. The books and records include:
- A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Organization, including but not limited to the articles of incorporation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.
- A copy of all Bylaws, including these Bylaws, and any amended versions or amendments to them.
- Minutes of the proceedings of the members, Board, and committees having any of the authority of the Board.
- A list of the names and addresses of the members, Board members, officers, and any committee members of the Organization.
- A financial statement showing the Organization’s assets, liabilities, and net worth at the end of the three (3) most recent fiscal years.
- A financial statement showing the Organization’s income and expenses for the three (3) most recent fiscal years.
- All rulings, letters, and other documents relating to the Organization’s federal, state, and local tax status.
- The Organization’s federal, state, and local tax information or income-tax returns for each of the Organization’s three (3) most recent tax years.
Inspection and Copying
9.02. Any member, Board member, officer, or committee member of the Organization may inspect and receive copies of all the Organization’s books and records required to be kept under the Bylaws. Such a person may, by written request, inspect or receive copies if he or she has a proper purpose related to his or her interest in the Organization. He or she may do so through his or her attorney or other duly authorized representative. The inspection may take place at a reasonable time, no later than 30 working days after the Organization receives a proper written request. The Board may establish reasonable copying fees, which may cover the cost of materials and labor. The Organization will provide requested copies of books or records no later than 30 working days after receiving a proper written request.
Budget of Expenditures
9.03. The President shall annually prepare for the Board a budget of expenditures for the coming fiscal year for approval and adoption by the Board. This budget shall be made available to the members at the Annual Symposium, if requested.
ARTICLE 10: FISCAL YEAR
The Organization’s fiscal year will begin on the first day of September and end on the last day in August of each year.
ARTICLE 11: NOTICES
Notice by Mail or Electronic Mail
11.01. Any notice required or permitted by these Bylaws to be given to a member, Board member, officer, or member of a committee of the Organization may be given by mail, or electronic mail. If mailed, a notice is deemed delivered when deposited in the mail addressed to the person at his or her address as it appears on the Organization’s records, with postage prepaid. A person may change his or her address in the Organization’s records by giving written notice of the change to the Organization. If given by electronic mail, a notice is deemed delivered when sent electronically to the person at his or her electronic mail address as it appears on the Organization’s records
Signed Waiver of Notice
11.02. Whenever any notice is required by law or under the articles of incorporation or these Bylaws, a written waiver signed by the person entitled to receive such notice is considered the equivalent to giving the required notice. A waiver of notice is effective whether signed before or after the time stated in the notice being waived.
Waiving Notice by Attendance
11.03. A person’s attendance at a meeting constitutes waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
ARTICLE 12: MEETING BY TELEPHONE OR ELECTRONIC CONFERENCING
The members, Executive Board members, and any committee of the Organization may hold a meeting by telephone or electronic conferencing procedures. In all meetings held by telephone or electronic conferencing, matters must be arranged in such a manner that all persons participating in the meeting can hear and speak to each other; the notice of a meeting by telephone or electronic conference must state the fact that the meeting will be held by telephone or a specific electronic conferencing site or modality, as well as all other matters required to be included in the notice; and a person’s participating in a conference-call or electronic meeting constitutes his or her presence at the meeting. Opportunity to test in advance the technology needed to participate in the conference will be provided to the greatest extent possible.
ARTICLE 13: AMENDING BYLAWS
These Bylaws may only be altered, amended, or repealed, and new Bylaws may be only adopted by majority vote of the Organization’s members. Notice of the proposed change must be given to all members at least 30 days in advance. The notice of any meeting at which these Bylaws are altered, amended, or repealed, or at which new Bylaws are adopted will include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions.
ARTICLE 14: INDEMNIFICATION
When Indemnification Is Required, Permitted, and Prohibited
(a) The Organization will indemnify a Board member, officer, member, committee member, employee, or agent of the Organization who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Organization. For the purposes of this article, an agent includes one who is or was serving at the Organization’s request as a Board member, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee-benefit plan, or other enterprise.
(b) The Organization will indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Organization’s best interests. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Organization will not indemnify a person who is found liable to the Organization or is found liable to another on the basis of improperly receiving a personal benefit from the Organization. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Organization.
(c) The Organization will pay or reimburse expenses incurred by a Board member, officer, member, committee member, employee, or agent of the Organization in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the Organization when the person is not a named defendant or respondent in the proceeding.
(d) In addition to the situations otherwise described in this paragraph, the Organization may indemnify a Board member, officer, member, committee member, employee, or agent of the Organization to the extent permitted by law. However, the Organization will not indemnify any person in any situation in which indemnification is prohibited by paragraph 14.01(a) above.
(e) The Organization may advance expenses incurred or to be incurred in the defense of a proceeding to a person who might be eventually entitled to indemnification, even though there has been no final disposition of the proceeding. Advancement of expenses may occur only when the procedural conditions specified in paragraph 14.03(c) below have been satisfied. Furthermore, the Organization will never advance expenses to a person before final disposition of a proceeding if the person is a named defendant or respondent in a proceeding brought by the Organization or one or more members or if the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
Extent and Nature of Indemnity
14.02. The indemnity permitted under these Bylaws includes indemnity against judgments, penalties, (including excise and similar taxes), fines, settlements, and reasonable expenses (including an attorney’s fees) actually incurred in connection with the proceeding. If the proceeding was brought by or on behalf of the Organization, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
Procedures Relating to Indemnification Payments
(a) Before the Organization may pay any indemnification expenses (including an attorney’s fees), the Organization must specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in subparagraph (c), below. The Organization may make these determinations and decisions by any one of the following procedures:
- Majority vote of a quorum consisting of Board members who, at the time of the vote, are not named defendants or respondents in the proceeding.
- If such a quorum cannot be obtained, by a majority vote of a committee of the Board, designated to act in the matter by a majority vote of all Board members, consisting solely of two or more Board members who at the time of the vote are not named defendants or respondents in the proceeding.
- Determination by special legal counsel selected by the Board by the same vote as provided in subparagraphs (1) or (2) above, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Board members.
- Majority vote of members, excluding Board members or other members who are named defendants or respondents in the proceeding.
(b) The Organization will authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If special legal counsel determines that indemnification is permissible, authorization of indemnification and determination of reasonableness of expenses will be made as specified by subparagraph (a)(3) above governing selection of special legal counsel. A provision contained in the articles of incorporation, or a resolution of members or the Board that requires the indemnification permitted by paragraph 14.01, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.
(c) The Organization will advance expenses before final disposition of a proceeding only after it determines that the facts then known would not preclude indemnification. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment will be made in the same manner as a determination that indemnification is permissible under subparagraph (a), above. In addition to this determination, the Organization may advance expenses only after it receives a written affirmation and undertaking from the person to receive the advance. The person’s written affirmation will state that he or she has met the standard of conduct necessary for indemnification under these Bylaws. The written undertaking will provide for repayment of the amounts advanced by the Organization if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking will be an unlimited general obligation of the person, but it need not be secured and may be accepted without reference to financial ability to repay.
(d) Any indemnification or advance of expenses will be reported in writing to the Organization’s members. The report will be made with or before the notice or waiver of notice of the next membership meeting, or with or before the next submission to members of a consent to action without a meeting. In any case, the report will be sent within the 12-month period immediately following the date of the indemnification or advance.
ARTICLE 15: MISCELLANEOUS PROVISIONS
15.01. Upon dissolution of the Organization, the Executive Board shall, after paying or making provision for the payment of all lawful debts and liabilities of the Organization (including provision of a reasonable separation pay for any Organization employees) distribute all of the assets of the Organization among such non-profit organizations having similar aims and objects as shall qualify as an exempt organization described in section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Revenue law. The Executive Board shall determine the priorities of distribution.
15.02. The rules contained in Robert’s Rules of Order, Newly Revised, shall govern the organization in all cases not covered by the Constitution and Bylaws.
Legal Authorities Governing Construction of Bylaws
15.03. These Bylaws will be construed under Texas law. All references in these Bylaws to statutes, regulations, or other sources of legal authority will refer to the authorities cited, or their successors, as they may be amended from time to time.
15.04. To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations. If any Bylaw provision is held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other provision, and the Bylaws will be construed as if they had not included the invalid, illegal, or unenforceable provision.
15.05. The headings used in the Bylaws are for convenience and may not be considered in construing the Bylaws.
15.06. All singular words include the plural, and all plural words include the singular.
Power of Attorney
15.07. A person may execute any instrument related to the Organization by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary to be kept with the Organization’s records.
15.08. The Bylaws will bind and inure to the benefit of the members, Board members, officers, committee members, employees, and agents of the Organization and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as the Bylaws otherwise provide.