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Written by Administrator
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Sunday, 19 December 2004 |
AMENDED AND RESTATED BYLAWS
OF
NORTH TEXAS GLOBAL TELECOMMUNICATIONS SOCIETY
A Texas Non-Profit Society
The Bylaws of North Texas Global Telecommunications Society, a Texas
non-profit corporation (hereinafter referred to as the "Society") are
hereby Amended and Restated by the undersigned Board of Directors,
effective this 15th day of August, 2002.
ARTICLE I: BYLAWS; PURPOSE; ORGANIZATION
Section 1.01. Code of Conduct.
These Bylaws constitute the principles under which this Society is
formed and the code of rules adopted for the regulation and management
of the Society's affairs.
Section 1.02. Non-Profit Purpose.
The Society shall be incorporated under the Texas Non-Profit
Corporation Act and shall adhere to the requirements provided under
said act to maintain the Society's status as a Texas non-profit
corporation.
Section 1.03. Purpose.
The purposes of the Society shall be as follows:
A. The Society shall promote the understanding of issues involving
international telecommunications through the exchange of experience and
general industry information amongst its members.
B. The Society shall bring together professionals and specialists who
are focused on the field of international telecommunications.
C. The Society shall build links through friendships and professional
cooperation in order to overcome differences in various disciplines,
cultures and geography.
D. The Society shall support the professional development of members' leadership and interpersonal skills.
ARTICLE II - OFFICES
Section 2.01. Registered Office and Agent.
The registered office and registered agent of the Society shall be as
designated from time to time by the appropriate filing by the Society
with the Office of the Secretary of State of the State of Texas.
Section 2.02. Other Offices.
The Society may also have offices at such other places, both within and
without the State of Texas, as the Board of Directors may from time to
time determine or the business of the Society may require or as may be
desirable.
ARTICLE III - MEMBERS
Section 3.01. Qualification and Selection of Members.
The Board of Directors may determine, from time to time, the qualifications for membership.
Section 3.02. Voting Rights.
The members of the Society shall not be entitled to vote on any issues which affect the Society.
ARTICLE IV - DIRECTORS
Section 4.01. Board of Directors.
The powers of the Society shall be exercised by or under the authority
of, and the business and affairs of the Society shall be managed under
the direction of, the Board of Directors who may exercise all such
powers of the Society and do all such lawful acts and things as are not
by law, by the Articles of Incorporation or by these Bylaws prohibited.
In the discharge of any duty imposed or power conferred upon a Director
of the Society, including as a member of a committee, the Director may
in good faith and ordinary care rely upon the statements, valuations or
information referred to in Article 1396-2.38 of the Texas Non-Profit
Corporation Act or upon other information, opinions, reports, or
statements, including financial statements and other financial data,
concerning the Society or another person, that were prepared or
presented by (i) one or more officers or employees of the Society, (ii)
legal counsel, public accountants, investment bankers, or other persons
as to matters the Director reasonably believes are within the person's
professional or expert competence, or (iii) a committee of the Board of
Directors of which the Director is not a member. A Director is not
relying in good faith within the meaning of the preceding sentence if
the Director has knowledge concerning the matter in question that makes
reliance otherwise permitted by the above sentence unwarranted.
Section 4.02. Number of Directors; Election; Term; Qualification.
Upon adoption of these amended and restated Bylaws the Board of
Directors shall consist of the three Directors then serving.
Thereafter, the number of Directors to be elected shall be an odd
number of Directors fixed and determined by resolution adopted by the
Board of Directors from time to time; provided, however, that the
number of Directors of the Society shall not be less than three (3) nor
more than five (5). At no time may the number of Directors be decreased
to less than three (3) Directors. The number of Directors may be
increased or decreased from time to time as provided in these Bylaws,
but no decrease shall have the effect of shortening the term of any
incumbent Director.
Each Director's term of office shall be assigned, by agreement of the
then serving Directors, a duration which shall extend one, two or three
years from the beginning of the year in which these Bylaws are adopted,
so that each Director's term of office shall be staggered in relation
to each other Director's term of office. Thereafter, each individual
nominated to fill a vacant directorship shall be elected by the
Directors, whose terms of office are not expired nor ending, at each
annual meeting of the Board of Directors, except as provided in Section
4.03 of this Article IV. Each Director elected shall hold office until
the next annual meeting of the Board of Directors after the passage of
three (3) years and until his or her successor is elected and qualified
or until his or her earlier death, resignation, retirement,
disqualification or removal.
Directors need not be residents of the State of Texas.
Section 4.03. Vacancies and Newly Created Directorships.
Vacancies occurring on the Board of Directors may be filled by election
at an annual or special meeting of the Board of Directors called for
that purpose, by a majority of the remaining Directors, though less
than a quorum. A Director elected to fill the vacancy shall be elected
for the unexpired term of his or her predecessor in office.
Any directorship to be filled by reason of any increase in the number
of Directors may be filled by election at an annual or special meeting
of the Board of Directors called for that purpose.
Section 4.04. Chairman of the Board.
At each annual meeting of the Board of Directors, after the full Board
is convened, the Board of Directors shall elect, by a majority of the
Directors, one Director to fill the role of Chairman of the Board.
The Chairman of the Board shall be the chief executive officer of the
Society. He or she shall have general and active management of the
business of the Society, shall preside at all meetings of the Board of
Directors, shall see that all orders and resolutions of the Board of
Directors are carried into effect, and shall have such other authority
and perform such other duties as may be prescribed by the Board of
Directors or these Bylaws.
Section 4.05. Removal of Directors.
Except to the extent limited by law, the Articles of Incorporation or
these Bylaws, at any meeting of the Board of Directors called expressly
for that purpose, any Director may be removed, with or without cause,
by majority vote of the Board of Directors entitled to vote at an
election of Directors.
Section 4.06. Meetings.
The Board of Directors of the Society may hold meetings, both regular and special, within or without the State of Texas.
Section 4.07. First Meeting.
The first meeting of each newly elected Board of Directors shall be
held without further notice immediately following the annual meeting of
the Board of Directors, and at the same place, unless by the unanimous
consent of the Directors, then elected and serving, such time or place
shall be changed.
Section 4.08. Regular Meetings.
Regular meetings of the Board of Directors may be held, with or without
notice, at such time and place as shall from time to time be determined
by the Board of Directors.
Section 4.09. Special Meetings.
Special meetings of the Board of Directors may be called by the
Chairman of the Board or by the President on not less than three (3)
hours' notice to each Director. Special meetings shall be called by the
Chairman of the Board, President or Secretary in like manner and on
like notice at the written request of any one of the Directors. Unless
otherwise required by law, the Articles of Incorporation or these
Bylaws, neither the business to be transacted at, nor the purpose of,
any special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 4.10. Quorum; Majority Vote.
At all meetings of the Board of Directors, a majority of the number of
Directors fixed in the manner provided in these Bylaws shall constitute
a quorum for the transaction of business, and the act of a majority of
the Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, the Articles of Incorporation or these
Bylaws; provided, however, that if a Board of one Director shall be
authorized, then one Director shall constitute a quorum and the act of
that one Director shall be the act of the Board of Directors. If a
quorum shall not be present at any meeting of the Board of Directors,
the Directors present may adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a
quorum shall be present.
Section 4.11. Consent of Directors.
Unless otherwise restricted by the Articles of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without
a meeting if a majority of members of the Board or the committee, as
the case may be, execute a written consent setting forth the action so
taken. Such consent shall have the same force and effect as a majority
vote at a meeting. The consent may be in more than one counterpart so
long as each consenting director signs one of the counterparts.
Section 4.12. Telephonic Meeting.
Unless otherwise restricted by the Articles of Incorporation, subject
to the provisions required or permitted by law or these Bylaws for
notice of meetings, members of the Board of Directors may participate
in and hold a meeting of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation
in a meeting by such means shall constitute presence in person at the
meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
Section 4.13. Committees of Directors.
The Board of Directors may, by resolution adopted by a majority of the
whole Board, from time to time designate from among the Directors or
the Society's members one or more committees. Each committee shall
consist of one or more Directors and one or more Society members. The
Board of Directors may designate one or more of its Directors or
Society members as alternate members of any committee, who may, subject
to limitations imposed by the Board of Directors, replace absent or
disqualified Directors or Society members at any meeting of that
committee.
Except as limited by law, the Articles of Incorporation, these Bylaws
or the resolution establishing such committee, each committee shall
have and may exercise all of the authority of the Board of Directors as
the Board of Directors may determine and specify in the respective
resolutions appointing each such committee. The designation of any
committee and the delegation of any authority to the committee shall
not operate to relieve the Board of Directors, or any member of the
Board of Directors, of any responsibility imposed by law.
A majority of all the members of any such committee may fix the time
and place of its meetings, unless the Board of Directors shall
otherwise provide, and meetings of any committee may be held upon such
notice, or without notice, as shall from time to time be determined by
the members of any such committee.
At all meetings of any committee, a majority of its members shall
constitute a quorum for the transaction of business, and the act of a
majority of the members present shall be the act of any such committee,
unless otherwise specifically provided by law, the Articles of
Incorporation, the Bylaws or the resolution establishing such
committee. The Board of Directors shall have power at any time, subject
as aforesaid, to change the number and members of any such committee,
to fill vacancies and to discharge any such committee.
Section 4.14. Advisory Board.
The Board of Directors may establish and appoint members of an advisory
board (hereinafter referred to as the "Advisory Board"). The purpose of
the Advisory Board, which body may not act on behalf of the Society or
bind it to any action, shall be to provide guidance to the Board of
Directors concerning how the Society can achieve the Society's purposes
optimally. The Advisory Board shall consist of at least three (3)
members, with the actual size, method of appointment of the Advisory
Board members, and other details related to the formation and
functioning of the Advisory Board to be determined by the Board of
Directors at the time of establishing the Advisory Board and from time
to time thereafter as the Board of Directors determines appropriate.
Section 4.15. Compensation of Directors.
By resolution of the Board of Directors, the Directors may be paid
their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of
the Board of Directors or a stated salary as Director. No such payment
shall preclude any Director from serving the Society in any other
capacity and receiving compensation therefor. Members of committees may
be allowed like compensation for attending committee meetings.
Section 4.16. Resignation.
Any Director may resign at any time by written notice to the Society.
Any such resignation shall take effect at the date of receipt of such
notice or at such other time as may be specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective. Any Director who does not, for
any reason, stand for election at any meeting of the Board of Directors
called for such purpose shall be conclusively deemed to have resigned,
effective as of the date of such meeting, for all purposes, and the
Society need not receive any written notice to evidence such
resignation.
ARTICLE V - NOTICES
Section 5.01. Method of Notice.
Whenever by law, the Articles of Incorporation, or these Bylaws, notice
is required to be given to any committee member or Director, it shall
not be construed to mean personal notice, but any such notice may be
given (i) in writing, by mail, postage prepaid, addressed to such
member or Director at his or her address as it appears on the records
of the Society, or (ii) by any other method permitted by law
(including, but not limited to, facsimile or overnight courier, or in
the case of Directors, by telephone). Any notice required or permitted
to be given by mail shall be deemed to be delivered and given at the
time when the same is deposited in the United States mail as aforesaid.
Any notice required or permitted to be given by facsimile or overnight
courier shall be deemed to be delivered upon receipt of the facsimile,
or, if overnight courier service is used, the next business day.
Section 5.02. Waiver of Notice.
Whenever any notice is required to be given under the provisions of
law, of the Articles of Incorporation or of these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be
deemed equivalent thereto. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened.
ARTICLE VI - OFFICERS
Section 6.01. Officers.
The officers of the Society shall be chosen by the Board of Directors
and shall consist of a President, a Secretary, and a Treasurer and may
consist of such other officers and agents as the Board of Directors may
deem necessary, including an Assistant President, one or more Vice
Presidents (and, in the case of each Vice President, with such
descriptive title, if any, as the Board of Directors shall determine),
a Controller, and one or more Assistant Secretaries and Assistant
Treasurers. Two or more offices may be held by the same person.
In the discharge of any duty imposed or power conferred upon an officer
of the Society, the officer may in good faith and ordinary care rely on
information, opinions, reports, or statements, including financial
statements and other financial data, concerning the Society or another
person, that were prepared or presented by (i) one or more other
officers or employees of the Society including members of the Board of
Directors or (ii) legal counsel, public accountants, investment
bankers, or other persons as to matters the officer reasonably believes
are within the person's professional or expert competence. An officer
is not relying in good faith within the meaning of the preceding
sentence if the officer has knowledge concerning the matter in question
that makes reliance otherwise permitted by the above sentence
unwarranted.
No officer shall execute, acknowledge, verify or countersign any
instrument on behalf of the Society in more than one capacity, if such
instrument is required by law, the Articles of Incorporation, these
Bylaws or any act of the Society to be executed, acknowledged, verified
or countersigned by two or more officers.
None of the officers need be a Director of the Society.
Section 6.02. Election.
Without limiting the right of the Board of Directors to choose officers
of the Society at any time when vacancies occur or when the number of
officers is increased, the Board of Directors, at its first regular
annual meeting of the Board of Directors shall elect the officers of
the Society and such agents as the Board of Directors shall deem
necessary or desirable.
Section 6.03. Term; Removal; Resignation; Vacancies; Compensation.
The officers of the Society shall hold office until their successors
are elected or appointed and qualified, or until their earlier death,
resignation, retirement, disqualification or removal. Any officer or
agent elected or appointed by the Board of Directors may be removed at
any time with or without cause by the affirmative vote of a majority of
the Board of Directors whenever, in its judgment, the best interests of
the Society shall be served thereby, but any such removal shall be
without prejudice to the contractual rights, if any, of the person so
removed. Any officer may resign at any time by giving written notice to
the Society. Any such resignation shall take effect at the date of the
receipt of such notice or at such other time specified therein, and
unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. Election or appointment of
an officer or agent shall not of itself create contract rights. Any
vacancy occurring in any office of the Society may be filled by the
Board of Directors for the unexpired portion of the term.
The compensation of all officers and agents of the Society shall be
fixed from time to time by the Board of Directors or pursuant to its
direction. No officer shall be prevented from receiving such
compensation by reason of his or her also being a Director.
Section 6.04. President.
The President shall be the chief operating officer of the Society and,
subject to the direction of the Board of Directors and the Chairman of
the Board, shall have and exercise direct charge of and general
supervision over the business affairs and employees of the Society. He
or she shall also have such other authority and perform such other
duties as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board or these Bylaws. The President
shall, if there is no Chairman of the Board, or in the absence or
disability of the Chairman of the Board, be the chief executive officer
of the Society, preside at all meetings of the Board of Directors, and
perform the duties and exercise the powers of the Chairman of the Board.
Section 6.05. Secretary and Assistant Secretaries.
The Secretary shall have the duty of recording the proceedings of the
meetings of the Board of Directors in a minute book to be kept for that
purpose and shall perform all like duties for any committees. The
Secretary shall give or cause to be given notice, as required by these
Bylaws or by law, of all meetings of the Board of Directors and shall
perform such other duties as may be prescribed by these Bylaws or by
the Board of Directors or President, under whose supervision the
Secretary shall be. The Secretary, or an Assistant Secretary, shall
have safe custody of the seal of the Society and he or she, or an
Assistant Secretary, when authorized and directed by the Board of
Directors, shall affix the same to any instrument requiring it and when
so affixed, it shall be attested by his or her signature or by the
signature of an Assistant Secretary or of the Treasurer or an Assistant
Treasurer. The Secretary also shall perform such other duties and have
such other powers as may be permitted by law or as the Board of
Directors or the President may from time to time prescribe or authorize.
The Secretary, or the Assistant Secretaries, if any, in the event of
the absence, unavailability or disability of the President, or in the
event of his or her inability or refusal to act, shall, in the order of
their seniority, perform the duties and have the authority and exercise
the powers of the President, unless otherwise determined by the Board
of Directors.
The Assistant Secretaries, if any, in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and
have such other powers as may be permitted by law or as the Board of
Directors or the President may from time to time prescribe, authorize
or delegate.
In the absence of the Secretary or an Assistant Secretary, the minutes
of all meetings of the Board of Directors shall be recorded by such
person as shall be designated by the Board of Directors.
Section 6.06. Treasurer and Assistant Treasurers.
The Treasurer shall have the custody of the Society funds and shall
keep, or cause to be kept, full and accurate accounts and records of
receipts and disbursements and other transactions in books belonging to
the Society and shall deposit, or see to the deposit of, all moneys and
other valuable effects in the name and to the credit of the Society in
such depositories as may be designated by or under the authority of the
Board of Directors. He or she shall: (i) endorse or cause to be
endorsed in the name of the Society for collection the bills, notes,
checks or other negotiable instruments received by the Society; (ii)
sign or cause to be signed all checks issued by the Society; and (iii)
pay out or cause to be paid out money as the Society may require,
taking vouchers therefor. In addition, he or she shall perform such
other duties as may be permitted by law or as the Board of Directors or
the President may from time to time prescribe, authorize or delegate.
The Board of Directors may by resolution delegate, with or without
power to re-delegate, any or all of the foregoing duties of the
Treasurer to other officers, employees or agents of the Society, and to
provide that other officers, employees and agents shall have the power
to sign checks, vouchers, orders or other instruments on behalf of the
Society. The Treasurer shall render to the Board of Directors, whenever
they may require it, an account of his or her transactions as Treasurer
and of the financial condition of the Society. If required by the Board
of Directors, he or she shall give the Society a bond of such type,
character and amount as the Board of Directors may require.
The Assistant Treasurers, if any, in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer and shall perform such other duties and
have such other powers as may be permitted by law or as the Board of
Directors or the President may from time to time prescribe, authorize
or delegate. If required by the Board of Directors, the Assistant
Treasurers shall give the Society a bond of such type, character and
amount as the Board of Directors may require.
Section 6.07. Vice President.
If Vice Presidents are appointed, the Vice Presidents shall have such
authority and perform such duties as may be delegated, permitted or
assigned from time to time by the President or the Board of Directors.
Section 6.08. Controller.
If a Controller is appointed, the Controller shall have charge of the Society's books of account, records and auditing.
ARTICLE VII - INDEMNIFICATION; INSURANCE
Section 7.01. Extent of Indemnification.
The Society shall indemnify and advance expenses to any person who (i)
is or was a Director, officer, employee, or agent of the Society or
(ii) serves or has served at the request of the Society as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic non-profit
corporation, corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to
the fullest extent that a non-profit corporation may or is required to
grant indemnification to a director under the Texas Non-Profit
Corporation Act; notwithstanding the foregoing, however, the Society
may indemnify and advance expenses to an officer, employee or agent, or
any person who is identified in part (ii) of this Section 7.01 and who
is not a Director to such further extent, consistent with law, as may
be provided by the Society's Articles of Incorporation, these Bylaws,
general or specific action of the Board of Directors, or by contract,
or as otherwise permitted or required by common law.
Section 7.02. Insurance.
The Society may purchase and maintain insurance or make other
arrangements, at its expense, to protect itself and any such Director,
officer, employee, agent or person as specified in Section 7.01 of this
Article VII, against any such expense, liability or loss, whether or
not the Society would have the power to indemnify him or her against
such expense, liability or loss under the Texas Non-Profit Corporation
Act.
ARTICLE VIII - GENERAL PROVISIONS
Section 8.01. Contracts.
Subject to the provisions of Article V, the Board of Directors may
authorize any officer, officers, agent or agents to enter into any
contract or agreement of any nature whatsoever, including, without
limitation, any contract, deed, bond, mortgage, guaranty, deed of
trust, security agreement, pledge agreement, act of pledge, collateral
mortgage, collateral chattel mortgage or any other document or
instrument of any nature whatsoever for and in the name of and on
behalf of the Society, and such authority may be general or confined to
specific instances.
Section 8.02. Annual Statement.
The Board of Directors shall present at each annual meeting, and at any
special meeting of the Board of Directors, a full and clear statement
of the business and condition of the Society, which report shall be
made available for review to the members of the Society or as may
otherwise be required by law.
Section 8.03. Checks.
All checks or demands for money and notes of the Society shall be
signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
Section 8.04. Deposits.
All funds of the Society not otherwise employed shall be deposited from
time to time to the credit of the Society in such banks, trust
companies or other depositories as the Board of Directors may select.
Section 8.05. Gifts.
The Board of Directors or the President may accept on behalf of the
Society any contribution, gift, bequest, or devise for the general
purposes or for any special purposes of the Society.
Section 8.06. Books and Records.
The Society shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its Board of
Directors and each committee of its Board of Directors. All books and
records of the Society may be inspected by any member or his or her
agent or attorney for any proper purpose at any reasonable time.
Section 8.07. Fiscal Year.
The fiscal year of the Society shall be fixed by resolution of the Board of Directors.
Section 8.08. Seal.
The corporate seal shall be in such form as may be prescribed by the
Board of Directors. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.
ARTICLE IX - BYLAWS
Section 9.01. Amendment, Alteration and Repeal of Bylaws.
The power to alter, amend, or repeal these Bylaws or adopt new Bylaws
shall be vested in the Board of Directors. These Bylaws may be altered,
amended or repealed or new Bylaws may be adopted, subject to repeal or
change by action of the Board of Directors at any regular or special
meeting of the Board of Directors, without prior notice, by resolution
adopted thereat.
Section 9.02. Construction.
Whenever the context so requires, the masculine shall include the
feminine and neuter, and the singular shall include the plural, and
conversely. If any portion of these Bylaws shall be invalid or
inoperative, then, so far as is reasonably possible:
A. The remainder of these Bylaws shall be considered valid and operative, and
B. Effect shall be given to the intent manifested by the portion held invalid or inoperative.
Section 9.03. Headings.
The headings are for organization, convenience and clarity. In
interpreting these Bylaws, the headings shall be subordinated in
importance to the other written material.
I, the undersigned, being the Secretary of the Society DO HEREBY
CERTIFY THAT the foregoing are the Bylaws of said Society, as adopted
by the Board of Directors of said Society on the ____________ day of
September, 2002.
JENNIFER ULLMAN, Secretary
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Last Updated ( Monday, 20 June 2005 )
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