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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 4: Board of Directors
4.1 Board of Directors: The affairs of the corporation shall be managed by the board of directors also known as Executive Committee.
4.2 Number, qualifications and Tenure of directors: Number of Directors shall be a minimum of 7 to a maximum of 19. ? or 15 Total number of directors for the next year shall be decided by the current board of directors. Each director shall serve a term of one (1) year.
4.3 At any meeting in which election of a director occurs, a voting member in good standing can nominate any other active member in good standing with the second of another voting in good standing. In addition to the nominations made at the meetings, a nominating committee shall consider possible nominees and make nominations for each election of directors. The secretary shall include the names nominated by the nominating committee., and any report of the committee, with the notice of the meeting at which the election occurs.
4.4 Election of Directors A person who meets all qualification requirements to be a director and who has been duly nominated may be elected as a director. Directors shall be elected by vote of the membership at the annual meeting. Unless there is objections on the floor, entire slate of candidates for board of directors can be nominated by the membership by acclamation. If there are more nominations than the number of positions available, then elections will be held by giving each eligible member a sheet of paper where they can write the names of the nominees they select, not exceeding the number of positions that are available. When electing directors, members shall be permitted to cumulate their votes by giving one candidate as many votes as the number of directors to be elected or by distributing the same number of votes among any number of candidates. If there is a tie for last remaining seat or seats, then there will be run-off for those seats only. Each director shall hold office until a successor is elected and qualified. A director may be elected to succeed himself or herself as director.
4.5 Any vacancy occurring in the board of directors and any director position to be filled due to an increase in the number of directors or any vacancy due to lack of nominations at the time of election shall be filled by the board of directors. A vacancy is filled by the affirmative vote of the majority of the remaining directors, even if is less than a quorum of the board of directors, or if it is a sole remaining director. A director elected to fill a vacancy shall be elected for the remaining term of the predecessor in office.
4.6 The annual meeting of the board of directors may be held without notice other than these bylaws.
4.7 The board of directors may provide for regular meeting by resolution stating the time and place of such meeting. the meetings may be held either within or without the State of Texas and shall be held at the Corporation’s registered office in Texas if the resolution does not specify the location of the meeting No notice of regular meetings of the board is required other than a resolution of the board of directors stating the time and place of the meeting.
4.8 Special Meetings of the board of directors may be called by or at the request of the president or any three directors. A person or persons authorized to call special meetings of the board of directors may fix any place within Texas as the place for holding a special meeting. The person or persons calling a special meeting shall notify the secretary of the information required to be included in the notice of the meeting. The secretary shall give notice to the directors as required in the bylaws.
4.9 Notice: written or printed notice of any special meeting of the board of directors shall be delivered to each directors not less than seven(7) days nor more than thirty(30) days before the date of the meeting. The notice shall state the place, day and time of meeting, who called the meeting, and the purposes for which the meeting is called.
4.10 Quorum: A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors 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 the number of directors required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the directors present may adjourn and reconvene the meeting one time without further notice.
4.11 Action of Board of Directors: The Board of Directors shall try to act by consensus. However, the vote of a majority of directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or the bylaws. A director who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the decision of the Board of Directors.
4.12 Proxies: A director may vote by proxy executed in writing by the director. No proxy shall be valid after three (3) months from the date of its execution.
4.13 Compensation: Directors shall not receive salaries for their services. The Board of Directors may adopt a resolution providing for payment to directors of a fixed sum and expenses of attendance, if any, for attendance at each meeting of the Board of Directors. A director may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a director shall be commensurate with the services performed and reasonable in amount.
4.14 Removal of Directors: The Board of Directors may remove a director at any time with good cause. A meeting to consider the removal of a director may be called and noticed following the procedures provided in the bylaws. The notice of the meeting shall state that the issue of possible removal of the director will be on the agenda. The director shall have the right to present evidence at the meeting as to why he or she should not be removed, and the director shall have the right to be represented by an attorney at and before the meeting. At the meeting, the Corporation shall consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation and the director. A director may be removed by the affirmative vote of fifty percent (50%) of the Board of Directors. Greater than 50% of the Board of Directors