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Bylaws - TIPS SW Chapter
These bylaws (“Bylaws”) govern the affairs of Texas Indo-American Physicians society Southwest chapter, a Non-profit corporation (“Corporation”) organized under the Texas Non-profit Corporation Act (“Act”).
Article 3: Meetings
3.1 Annual meeting. Beginning in the year 1997, the board of directors shall hold an annual meeting of the members at 7:00 PM on the 8th day of February of each year or at another time that the board of directors designates. The meeting can be held on any day of the week that the board of directors designates. At annual meeting, the members shall elect directors and transact any other business. That may come before the meeting. If in any year, the election of directors is not held on the day designated for the annual meeting, or at any adjournment of the annual meeting, the board of directors shall call a special meeting of the members as soon thereafter as possible to conduct the election of directors.
3.2 Special Meetings of the society may be called by the President or majority of the board of directors or by a written request from at least Ten Percent of active members.
3.3 Place of Meeting: The board of directors may designate any place, either within or without the state of Texas as the place of meeting for any annual meeting or for any special meeting called by the board of Directors. If the board of Directors does not designate the place of Meeting, the meeting shall be held at the registered office of the corporation in Texas.
3.4 Notice of Meeting: Written notice of any meeting of the society at which official business is to be transacted will be mailed to all active members not less than ten days or more than forty days before the date of the meeting. If the Corporation has more than 1000 active members at the time meetings are scheduled, then notice may be given by publication in any newspaper of General Circulation in San Antonio and other cities with fifty or more active members. The notice shall state the place, day and time of the meeting, who called the meeting, and the general purpose or purposes for which the meeting is called. Notice shall be given by or at the direction of the president or secretary or the officers or persons calling the meeting. If all the active members meet and consent to the holding of a meeting, any corporate action may be taken at the meeting regardless of a lack of proper notices. Record date for determining the members entitled to vote at a meeting shall be established by the board of Directors in accordance with the provisions of Article 13960-2,11A of the revised Civil Statutes of the State of Texas . After a record date is fixed for the notice of the meeting, an alphabetical list of members entitled to receive notice including their addresses and number of votes each is entitled to cast, will be prepared. The list must contain a listing members entitled to vote although not entitled to receive notice. The list must be available for inspection at the principal office, or at a reasonable place in the city in which the meeting will be held, as specified in the meeting notice, during the period from two business days after the notice is given until the meeting is held. Any member who is entitled to vote at the meeting is entitled to access to the list for the purpose of communicating with other members. The member or the members agent or attorneys entitled to make the inspection on written demand, and to copy the list at a reasonable time and at the member’s expense.
3.5 Quorum: Presence of 10% of active members shall constitute a quorum for the transactions of business of the society. 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 the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of numbers of members required to constitute a quorum. If a quorum is not present at no time during the meeting, the majority of the members present may adjourn the meeting and reconvene the meeting one time without further notice.
3.6 Actions of Membership: The membership shall try to act by consensus. However the vote of a majority of voting members in good standing, present and entitled to vote at a meeting in which a quorum is present, shall be sufficient to constitute a the act of the membership unless the vote of a greater number is required by law or bylaws. 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 of the notice of the meeting. Voting shall be by ballot, except that any election of directors shall be by ???open??? except that any election of directors shall be by ballot if demanded by any voting member at the meeting before the voting begins. ?
3.7 Proxies: A member who is entitled to vote may vote by proxy. No proxies shall be valid after eleven months from the date of its execution, unless otherwise provide in the proxy.
3.8 Voting by Mail: The board of Directors may authorize members to vote by mail on the election of directors and officers or on any other matter that may be voted on by the members.