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By Laws
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Article I |
Article II |
Article III |
Article IV |
Article V |
Article VI
Article VII |
Article VIII |
Article IX |
Article X
Article XI |
Article XII
Article XIII |
Article XIV |
Article XV |
Article XVI |
Article XVII
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1.01
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The name of the ORGANIZATION shall be SITO, Inc., also known as SITO, and herein
referred to as “ORGANIZATION” |
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2.01
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The principal office of the ORGANIZATION shall be maintained in the State of Texas.
This office shall also be the registered office of the registered agent of the ORGANIZATION.
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1.01 |
Membership will be composed of software and general information technology
professionals, including entrepreneurs, industry representatives, researchers and
service providers.
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1.01
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The general purpose of the professional ORGANIZATION shall be to achieve the objectives
as set forth below and shall operate to satisfy those objectives consistent within
the guidelines of a Texas not-for-profit professional ORGANIZATION, exempt from
income taxes under section 501(c)(6) of the Internal Revenue Code of 1986, as amended.
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2.01 |
To provide an ORGANIZATION and leadership necessary to facilitate the exchange
of information and experience among members and guests to advance the benefit of
the field of information technology and its members and guests.
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2.02 |
To bring software development and information technology professionals together
in an effort to exchange information related to software and other information technology
activities.
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2.03
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To provide high quality program speakers and presenters on topics of timely and
relevant nature of interest to the ORGANIZATION’s members and guests.
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2.04
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To provide a forum for matchmaking of company capabilities as well as a sharing
of information related to business and technology transfer opportunities.
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2.05
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To understand key issues enhancing small business success in the area and to develop
specific initiatives for improving business climate, infrastructure and public image
of information technology and software development, research and industry activities.
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2.06
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To provide education on commercialization of ideas, capital acquisition, marketing,
development and manufacturing issues as they relate to the information technology
industry.
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2.07
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To serve as a focal point for business and media information about software development
and software services in the El Paso, Juarez, and Las Cruces area.
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2.08
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To promote the information technology and software development and services industry
to regional, national and international markets.
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3.01
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Directors shall not receive any salaries for their services as Director, but by
resolution of the Board of Directors, may be reimbursed for expenses of attendance,
if any, for each regular or special meeting of the Board; provided, that nothing
herein contained shall be construed to preclude any Director from serving the ORGANIZATION
in any other capacity and receiving compensation therefore.
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3.01
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A written waiver of any notice required to be given by statute, the Articles of
Incorporation or these Bylaws, signed by the person or persons entitled to such
notice whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice.
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3.02
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Attendance at a meeting shall constitute a waiver of notice of such meeting, except
where a person attends a meeting for the express purpose of objecting to the holding
of the meeting because proper notice was not given.
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1.01 |
The ORGANIZATION may charter Regions, Chapters, Special Interest Groups and
other entities on such terms and conditions as the Board of Directors may from time
to time determine.
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1.01
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The ORGANIZATION shall have the following classes of members: Professional Honorary
Student Interim Enterprise Qualifications and rights of members of such classes
shall be as follows: Professional Members. Individuals who are or have been employed
in the management of information resources including, but not limited to, managers,
staff, sales, service providers, and educators shall be eligible to become Professional
Members of the ORGANIZATION and shall have all rights and privileges of membership
in the ORGANIZATION, including the right to hold office and to vote. Professional
members are normally affiliated with a local professional chapter. For those not
affiliated with a local chapter, they are referred to as Individual Professional
members. They also have all rights and privileges of membership in the ORGANIZATION
including the right to hold office and to vote. Honorary Members. Individuals, commercial,
government, non-profit, and educational organizations that are determined by the
Board of Directors to deserve special recognition shall be eligible to become Honorary
Members of the ORGANIZATION. Honorary Members shall have all rights and privileges
of membership in the ORGANIZATION, excluding the right to hold office and to vote.
Student Members. Individual students whose degree major is consistent with their
desire to enter the information processing field shall be eligible to become Student
Members of the ORGANIZATION. Student Members shall have all rights and privileges
of membership in the ORGANIZATION, except the rights to hold office and to vote
outside their respective student chapter. Interim Members. Former Student Members
will have all the rights and privileges of a Professional Member at a reduced dues
rate for three years. Enterprise Members. Commercial, government, non-profit, and
education organizations by the nature of their business which use, employ, rely
on information technology on a day to day basis to improve operations and/or provide
strategic competitive advantages shall be eligible to become Enterprise Members
of the ORGANIZATION. Such Enterprise Member representative shall have all rights
and privileges of membership in the ORGANIZATION.
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2.01
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Qualified individuals, corporations and firms shall be approved for membership according
to procedures provided from time to time by the Board of Directors.
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3.01
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Membership dues and meeting fees are defined in Exhibit A – Schedule of Membership
Dues and Fees and may be changed as determined by the Board of Directors from time
to time.
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4.01
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A member with dues paid will be considered in good standing and will be entitled
to vote at all meetings of the ORGANIZATION, unless otherwise restricted herein.
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4.02
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A member with unpaid dues or fees is not entitled to vote.
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5.01 |
Any member may resign by filing a written resignation with the President.
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6.01
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The Board of Directors may by affirmative vote of two-thirds of the full Board censure,
suspend or expel a member for cause in accordance with notice and due process procedures
established by the Board of Directors from time to time.
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6.02
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The Board may by a majority vote of the directors present at a meeting at which
a quorum is present terminate the membership of any member who becomes ineligible
for membership.
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6.03
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Upon written request signed by a former member received at the ORGANIZATION's office,
a former member may be reinstated according to such procedures and upon such terms
as the Board of Directors provides from time to time.
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1.01
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The affairs of the ORGANIZATION shall be managed by its Board of Directors. |
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2.01 |
The Board of Directors shall consist of six (6) individuals with membership
in good standing, if the ORGANIZATION membership is twenty-five (25) or less. One
additional director may be added for each additional twenty-five (25) members. Organization
officers, by virtue of their office, shall be members of the Board of Directors
and shall consist of six (6) Officers (President, Vice President / President Elect,
Secretary, Treasurer, Programs Officer, and Immediate Past-President).
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2.02
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The Executive Committee shall be the President, Vice President / President Elect,
Secretary, Treasurer, and the Immediate Past President. Between meetings of the
Board of Directors, the Executive Committee shall possess all the powers of the
Board of Directors in the management and direction of the ORGANIZATION, except where
prohibited, proscribed or limited by resolution of the Board of Directors or by
the laws governing Non-Profit Corporations in the State of Texas.
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2.03
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The Board of Directors of the ORGANIZATION shall manage the affairs and assets of
the ORGANIZATION. A majority of the Board members present at a duly called meeting
with a quorum present shall approve all expenditures, but never more than available
funds and shall be the act of the Board of Directors, unless the vote of a greater
number is required by the Articles of Incorporation or these ByLaws.
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3.01
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The Candidate Pool for Officer and Director elections shall consist of all Professional
and Honorary members in good standing, nominated by a nominating committee and/or
from the floor at a business meeting of the members. Organization officer candidates
must have served for at least one year on the ORGANIZATION Board to be qualified
and must also be members of good standing. All Professional and Honorary members
in good standing are eligible to run for a director position. The only exception
shall be individuals currently finishing two terms as a director or officer and
the current members of the Nominating Committee.
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3.02
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The Nominating Committee for Officer elections shall consist of members in good
standing, appointed by the incoming President. The committee shall carefully review
the qualifications and past contribution of members of the Candidate Pool to identify
the best nominees for available Officer positions; and to recommend qualified persons
to the President for service as Committee Chairs and Members. Qualifications of
proposed appointees not on this recommended list shall be reviewed and approved
by the Nominating Committee for Officer elections prior to appointment to any Committee.
The process of qualifying and selecting candidates shall be set by the Board from
time to time. No member of the Nominating Committee for Officer elections is eligible
for nomination as Officer while serving on the Nominating Committee for Officer
elections.
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3.03
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The Officers, with the exception of the Immediate Past President and the Vice President
/ President Elect, and Officers appointed by the Board of Directors, shall be elected
by the voting members of the ORGANIZATION at a business meeting of the members by
acclamation, show of hands, or by ballot and shall serve until their successors
have been duly elected and have qualified.
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3.04
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A majority vote of those present and eligible to vote is needed to elect. If a majority
is not attained, the candidate with the least number of votes is eliminated from
consideration and another vote shall be taken. Elimination of candidates having
the same number of votes cannot occur if it automatically leaves only one candidate
for the next vote.
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3.05
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The official results of the elections will be announced as soon as the count is
certified by the Committee and the Candidates have been notified of the results.
In the event the Nominating Committee proposes a single candidate for each Officer
position then the Board of Directors can dispense with the voting by the members
and ratify the election of Officers.
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3.06
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The terms of the Officers shall be one year, with the exception of the President
and Vice President / President Elect.
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3.07
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The Vice President / President Elect is elected for a two year term in which he/she
will automatically assume the office of ORGANIZATION President in the second year
of his/her term.
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3.08
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The President will automatically assume the office of Immediate Past President upon
the completion of the office of President.
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3.09
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Officers shall be eligible for multiple terms in an office, but not more than one
term consecutively in any one office. Officers may not concurrently hold any officer
position on any other sub-unit board, excluding chapters.
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3.10
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Newly elected officers and directors shall take office on the first day of the new
fiscal year.
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4.01
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Any Officer(s) or Director(s) may be removed with or without cause, by the affirmative
vote of two-thirds (2/3) of the full Board of Directors whenever in its judgment
the best interests of the ORGANIZATION would be served thereby.
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5.01
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A vacancy in any position on the Board of Directors because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors,
from the Board of Directors or the candidate pool, for the unexpired portion of
the term.
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1.1
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The Board of Directors shall manage and control the assets and property of the ORGANIZATION.
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1.02
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Funds may be raised by annual dates or in any other manner approved by the Board
of Directors. |
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2.01
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The Board of Directors may authorize any Officer or Officers, agent or agents of
the ORGANIZATION, in addition to the Officers so authorized by these bylaws, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the ORGANIZATION. Such authority may be general or confined to specific
instances.
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3.01
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All checks, drafts or other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the ORGANIZATION, shall be signed by such
Officers, agent or agents of the ORGANIZATION and in such manner as shall from time
to time be determined by resolution of the Board of Directors.
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3.02
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In the absence of such determination by the Board of Directors, such instruments
shall be signed by the Treasurer and countersigned by the President or Vice President/
President Elect of the ORGANIZATION.
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4.01
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All funds of the ORGANIZATION shall be deposited from time to time to the credit
of the ORGANIZATION in such banks, trust companies or other depositories as the
Board of Directors may select.
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5.01
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The Board of Directors may accept on behalf of the ORGANIZATION any contribution,
gift, bequest or devise for the general purposes or for any special purpose of the
ORGANIZATION. Individual Board members may represent the Board in such transactions
when specifically authorized by the full Board of Directors.
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6.01
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Members who fail to pay their dues within 30 days from the date of the final invoice
shall be deemed to have resigned from membership and, without further notice, shall
be dropped from the rolls and thereupon forfeit all rights and privileges of membership.
The Board of Directors may, however, from time to time prescribe procedures for
extending the time for payment of dues and continuation of membership privileges
upon request of a member and for good cause shown.
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6.02
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Any member may resign at any time, but such resignation shall not become effective
until accepted by the Board of Directors and all dues and obligations to the ORGANIZATION
have been paid in full. Those submitting resignations shall not be entitled to rebates
of dues paid.
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7.01
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The ORGANIZATION shall indemnify all Officers and Directors of the ORGANIZATION
to the full extent permitted by the State of Texas, and may purchase insurance for
such indemnification as determined from time to time by the Board of Directors.
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8.01
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The ORGANIZATION shall use its funds only to accomplish the purposes specified in
its Articles of Incorporation and/or these ByLaws, and no part of its funds shall
inure or be distributed to the members of the ORGANIZATION.
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8.02
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Upon dissolution of the ORGANIZATION, after paying or making provision for paying
all the liabilities of the ORGANIZATION, any funds and assets remaining shall be
distributed exclusively for the purposes of the ORGANIZATION, or to such ORGANIZATION(s)
as shall at the time qualify as exempt under Section 501(c) (6) or Section 501(c)
(3) of the Internal Revenue Code of 1986, or corresponding provision of any future
Internal Revenue Code, as the Board of Directors shall determine.
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9.01
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The ORGANIZATION fiscal year shall be from January 1 to December 31 of each year.
All sub-units fiscal year will coincide with the ORGANIZATION fiscal year.
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1.01
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The Board of Directors may formulate Standing Rules and Operating Procedures to
supplement these Bylaws, so long as they do not conflict with these Bylaws. Each
standing rule adopted shall become an appendix to these bylaws.
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2.01
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Standing Rules and Operating Procedures may be adopted by a two-thirds (2/3) vote
of the Board of Directors at any regular or special meeting of the Board. Notice
of proposed changes shall be submitted to each member of the Board of Directors
at least ten (10) days prior to voting at such regular or special meeting or by
electronic methods.
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1.01
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The Officers of the ORGANIZATION shall be a President, Vice President / President
Elect, Secretary, Treasurer, Immediate Past President, Programs Officer and such
other Officers as may be determined by the Board of Directors.
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1.02
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The Board of Directors may appoint such other Officers as it shall deem desirable,
such Officers to have the authority to perform the duties prescribed from time to
time by the Board of Directors. Officers need not be residents of Texas.
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2.01
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The President shall be the principal executive Officer of the ORGANIZATION and shall
in general supervise and control the affairs of the ORGANIZATION.
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2.02
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The President shall preside at all meetings of the Board of Directors and shall
be the Chairman of the Board.
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2.03
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The President shall in general perform all duties incident to the office of President
and such other duties as may be prescribed by the Board of Directors from time to
time. The President shall be the principal administrative Officer of the ORGANIZATION.
The President shall make recommendations to the Board of Directors on policies and
programs; plan, organize, direct, coordinate, oversee programs and activities of
the ORGANIZATION to carry out the policies and programs approved by the Board of
Directors or members; keep the Board of Directors and Executive Committee fully
informed as to the activities of the ORGANIZATION. The President may sign any deeds,
mortgages, contracts, or other instruments which the Board of Directors has authorized
to be executed, except in cases where this is expressly delegated by the Board of
Directors, these bylaws or statute to some other Officer or agent of the ORGANIZATION.
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2.04
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The President shall be an ex-officio member of all chapter committees, with the
exception of the Nominating Committee.
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3.01 |
In the absence of the President or in the event of his/her inability or refusal
to perform the duties of President, the Vice President / President Elect shall perform
the duties of the President. When so acting, the Vice President / President Elect
shall have all the powers of and be subject to all the restrictions upon the President.
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3.02
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The Vice President / President Elect shall perform such other duties as from time
to time may be assigned by the President or the Board of Directors.
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4.02
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The Secretary shall keep the minutes of the meetings of the Board of Directors in
one or more books provided for that purpose; see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law; be custodian
of the corporate records; and in general perform all duties incident to the office
of the secretary and such other duties as from time to time may be assigned to him
or her by the President or the Board of Directors.
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4.03
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Assistant Secretaries may be appointed by the Board to perform such duties as determined
from time to time by the Board. If desired by the Board of Directors and at the
ORGANIZATION’s expense, the Secretary and any Assistant Secretaries shall give a
bond for the faithful discharge of his or her duties.
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5.01
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The Treasurer shall have charge and custody of and be responsible for all funds
and securities of the ORGANIZATION; receive and give receipts for monies due and
payable to the ORGANIZATION from any sources whatsoever, and deposit all such monies
in the name of the ORGANIZATION in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of these bylaws; and in general
perform all the duties incident to the office of treasurer.
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5.02
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Assistant Treasurers may be appointed by the Board to perform such duties as determined
from time to time by the Board. If desired by the Board of Directors and at the
ORGANIZATION’s expense, the Treasurer and any Assistant Treasurers shall give a
bond for the faithful discharge of his or her duties.
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6.01
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The Programs Officer shall prepare and maintain the annual program schedule, including
all related activities and responsibilities.
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6.02
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The Programs Officer shall solicit feedback from the Board of Directors and members
in good standing in determining the programs with regard to content and overall
concepts of the meetings.
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7.01
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The Immediate Past-President shall be the person who served the prior term as President.
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7.02
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The Immediate Past President shall perform such duties and provide such advice as
from time to time is requested by the President or Board of Directors.
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1.01
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At a minimum, a regular annual meeting of the Board of Directors shall be held at
such time and place as may be designated by resolution by the Board of Directors
without other notice than this bylaw and such resolution.
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1.02
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Unless otherwise determined unnecessary by the President or other majority of the
Board of Directors, a regular meeting of the Board of Directors shall be held on
the Friday prior to the regularly scheduled membership meeting at a place as may
be designated by the President, Vice President / President Elect, or Secretary and
communicated to all members of the Board of Directors at least ten (10) days prior
to the meeting.
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1.02
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The Board of Directors may call additional regular meetings of the Board without
other notice than the resolution setting the time and place of the meeting. Attendance
at meetings may be open to persons not on the Board as the Board of Directors from
time to time determines.
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2.01 Sp |
ecial meetings of the Board of Directors may be called by the President or any majority
of members of the Board of Directors.
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2.02
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Special meetings may be held at any place determined by the person(s) authorized
to call them.
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2.03
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Written notice of a special meeting shall be delivered not less than thirty (30)
nor more than sixty (60) days before the date of the meeting. For emergency situations,
written notice of a special meeting shall be delivered at least three days before
the date of the meeting.
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2.04
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Notice may be delivered personally, or sent by mail, facsimile or other electronic
means to each board member. If mailed, the notice of a meeting shall be deemed delivered
on the seventh day following the day notice is deposited in the United States mail
addressed to the board member at the board member’s address as it appears on the
records of the ORGANIZATION, with postage thereon prepaid.
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2.05
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If notice is given by facsimile or other electronic means, such notice shall be
deemed to be delivered the next business day after it is transmitted.
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3.01
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Any action required or allowed at a meeting of the Board of Directors may be taken
without a meeting if a written consent to the action is signed by all the board
members entitled to vote on the matter.
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4.01
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Regular meetings, in person or by communications equipment, may be called by resolution
of the Executive Committee without notice other than the resolution stating the
meeting date, time and place.
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4.02
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Special meetings may be called by the President or by any two voting members of
the Executive Committee at a date, time and place of their choosing.
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4.03
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Written notice of special meetings shall be delivered personally, by mail, facsimile
or other electronic means at least three days prior to the day of the meeting. If
mailed, the notice of a meeting shall be deemed delivered on the seventh day following
the day notice is deposited in the United States mail addressed to the Officer at
the Officer’s address as it appears on the records of the ORGANIZATION, with postage
thereon prepaid. If notice is given by facsimile or other electronic means, such
notice shall be deemed to be delivered the next business day after it is transmitted.
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5.01
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At a minimum an annual meeting of the members shall be held in the fourth quarter
of each year or at such other time as the Board of Directors may determine, at a
time and place determined by the Board for the purpose of transacting any business
that may come before the meeting.
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5.02 |
Regular meetings of the ORGANIZATION membership will be held at a time and
place as determined by the Board of Directors. Notice shall be delivered personally
or by mail, facsimile, or other electronic means to members, at least five (5) working
days in advance as to the time, place, and program for each meeting.
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6.01
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Special meetings of the members may be called by the President, the Board of Directors,
or by written request of not less than twenty-five percent (25%) of the voting members
of the ORGANIZATION. Notice shall be delivered personally or by mail, facsimile,
or other electronic means to members at least thirty (30) days prior to the meeting.
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7.01 |
The members may take any action which they could take at any meeting of members
without a meeting if consent in writing, setting forth the action so taken, is signed
by all the members entitled to vote on the subject thereof.
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7.02
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A less than unanimous consent will be effective if consent is signed by the number
of members, which will satisfy the minimum vote needed to take such action, at a
meeting at which all the members entitled to vote thereon were present and voting.
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7.03
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Written notice of the proposed action must be delivered to each member entitled
to vote on the subject not less than thirty (30) days prior to the consent's effective
date, and, after the effective date of the consent, written notice of the action
so taken must be promptly delivered to all members.
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8.01
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Members of the Board of Directors, or any Committee, may participate in and act
at any meeting by conference telephone or other communications equipment which allows
all persons participating in the meeting to communicate with each other. Such participation
shall constitute attendance and presence in person at the meeting.
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1.01
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Fifty (50) percent of the Board of Directors shall constitute a quorum.
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1.02
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If less than a majority of the board members are present, a majority of the board
members present may adjourn the meeting from time to time without further notice.
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1.03
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The act of a majority of the board members present at a meeting at which a quorum
is present shall be the act of the Board of Directors, except where otherwise provided
by law or by these bylaws.
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1.04
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Board members may not vote by proxy. |
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1.05
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Voting by mail or electronic media or voice communication may be authorized by the
Board of Directors and/or Executive Committee to meet emergencies. Proposals will
be sent to each voting delegate by the Secretary of the ORGANIZATION.
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2.01
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All members of the Executive Committee are voting members, except the Immediate
Past President who shall be an ex officio, nonvoting member of the committee.
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2.02
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Two voting members of the Executive Committee shall constitute a quorum for meetings.
Unless otherwise provided under these by-laws or by law, the act of a majority of
the voting members of the Executive Committee shall constitute the act of the Executive
Committee.
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3.01
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Each Professional member, Honorary Member and Interim Member shall be entitled to
one vote on each matter submitted to a vote of the members.
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3.02
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The members holding at least one-tenth (1/10) of the votes, whether present in person
or by proxy, shall constitute a quorum. If a quorum is not present, a majority of
the members present may adjourn the meeting from time to time without further notice.
Unless otherwise provided by law or these bylaws, The act of a majority of the members
present in person or by proxy at a meeting at which a quorum is present shall be
the act of the members.
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3.03
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At any meeting of members, a member entitled to vote may vote either in person or
by written proxy; by the member or by the member's duly authorized attorney-in-fact
(attorney-in-fact is commonly known as person who has a power-of-attorney).
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4.01
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Unless otherwise provided in the resolution of the Board of Directors designating
a Committee, a majority of the whole Committee, with a minimum of two people, shall
constitute a quorum. The act of a majority of the members present at a meeting at
which a quorum is present shall be the act of the Committee.
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1.01
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Rules contained in Robert’s Rules of Order shall govern the ORGANIZATION in all
cases to which they are not inconsistent with the bylaws of the ORGANIZATION.
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1.01
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The Board of Directors may establish such additional committees considered necessary
to accomplish the ORGANIZATION objectives. Standing committees and regular committees
are as follows: · Nominating Committee for Officer elections · Nominating Committees
for district elections of ORGANIZATION Directors · Standards of Conduct and Ethics
· ORGANIZATION Bylaws and Standing Rules · ORGANIZATION Awards · ORGANIZATION Planning
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2.01
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Other Committees may be designated by Board of Directors resolution as required.
All Committees shall annually receive a written charge from the President of the
ORGANIZATION, and make at least annual reports to the Board of Directors on progress
in carrying out that charge. The President shall appoint a chair for each Committee
and, in consultation with that chair appoint other Committee members as needed.
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2.02
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Term of Office for ORGANIZATION Committees Each member of a Committee shall serve
until the next annual meeting of the Board of Directors of the ORGANIZATION or until
a successor is appointed, unless the Committee shall be sooner terminated, or unless
such member shall cease to qualify as a member. Any Committee member may be removed
by majority vote of the full Board of Directors whenever in its judgment the best
interests of the ORGANIZATION shall be served by such removal. There shall be no
limit on the number of Committee terms.
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2.03
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Vacancies for ORGANIZATION Committees. Vacancies on any Committee may be filled
by appointments made in the same manner as the original appointments.
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2.04
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Rules for ORGANIZATION Committees. Each Committee may adopt rules for its own governance
not inconsistent with these bylaws or with rules adopted by the Board of Directors.
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1.01
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The ORGANIZATION shall not discriminate on the basis of race, sex, religion, national
origin, age or disability, and shall abstain from any political or labor affiliation
or endorsements for public office.
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1.01
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The ORGANIZATION web site shall contain official publications of the ORGANIZATION.
Other means of publication as determined from time to time by the Board of Directors
will be communicated to members and/or Committees as needed.
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1.01
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The ORGANIZATION shall keep correct and complete books and records of account and
shall also keep minutes of the proceedings of its Executive Committee, Board of
Directors and Committees having the authority of the Board of Directors.
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1.01
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These bylaws may be altered, amended or repealed and new bylaws may be adopted by
a two thirds (2/3) majority of the full Board of Directors at any regular meeting
or at any special meeting, provided that at least ten (10) days written notice is
given of intention to alter, amend or repeal and to adopt new bylaws at such meeting.
All changes to bylaws must be communicated to the members within sixty (60) days,
by appropriate means. |
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FINAL DRAFT v.2 DATED – July 30, 2004
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