NetIP-Dallas : By Laws of NetIP

By Laws

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Article 1 : Name

Article II: Registered Office

Article III : Purpose

The primary purpose of the Organization is to promote the interests and professional development of its General Membership (hereinafter collectively referred to as the "Members".) The goals of the Organization include the following:
1) To promote education, training, research, and development by providing a forum for the dissemination of information to foster and facilitate professional excellence in the workplace and the community;
2) To sponsor speaker forums and other events that further the professional development of its Members and the community at large;
3) To sponsor and participate in activities to benefit persons in need;
4) To sponsor events that educate the Members and the community at large about Indian culture;
5) To collectively promote and increase the visibility of the Organization, its Members and potential members within the community at large;
6) To provide a vehicle and forum for the expression of opinions and positions by the Members of the Organization on current social, economic and other matters or events of concern to the members of the Organization;
7) To foster the exchange of ideas and information among and between its Members, other members of the Indian American Community and the community at large.
8) To create and maintain databases of its Members, potential members, professional opportunities and other relevant information
9) To promote professional aspects of the Organization, its Members and potential members through various communication media;
10) To organize professional and social interaction through functions and events aimed at building networking and promoting fellowship among the members of the Organization; and
11) To promote the interests of the Organization and its Members by any other appropriate means.

In order to achieve the aforementioned goals, the Organization shall seek to provide or sponsor the following:
1) Promotion of professional advancement and community involvement through seminars, workshops and open forum
discussions relating to:
a) Current and future industrial trends and problems
b) Effective interpersonal communication and individual development
c) Aspects of achieving financial stability
d) Work ethics and values
e) Entrepreneurship
f) Increase awareness of current events and issues that affect the community

2) Charity and Community Service
a) Fund raising activities for charitable organizations
b) Member and Organization involvement in area community projects

3) Social Events
a) Programs targeted towards networking with members
b) Banquets and other events intended for recognition and fundraising
c) Special events as may be deemed necessary

The Organization shall carry out these activities to the extent and in such manner that the activities further the charitable and educational purposes of the Organization. No part of the Organization's earnings shall inure to the benefit of, or be distributed to, its Directors and Officers, the Members, or other private persons. No substantial part of the Organization's activities will be in carrying on propaganda, or otherwise attempting to influence legislation, and the Organization will not participate in, or intervene in any political campaign on behalf of any candidate for public office. The Organization is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the Purposes set forth in these by-laws.

In the event of the dissolution of the Organization, the Board (as defined below) shall, after paying or making provision for the payment of all of its liabilities, dispose of all its assets in such manner or to such organization or organizations organized or operated exclusively for purposes as shall at that time be required of exempt organizations under the applicable IRS guidelines

Article IV : Structure of the Organization

Article V : Requirements and Types of Membership

Section 1: Membership
Membership is open to those individuals who support and agree with the goals and objectives of the Organization as set forth in Article III and who comply with all other provisions of these by- Laws.

Section 2: Members
To be eligible to become a Member and to maintain membership in the Organization, the following guidelines shall apply to an applicant or Member:
a) A minimum of a Bachelors Degree or professional work experience.
b) A minimum age of twenty one
c) Ability to pay the dues as established in Section 5 of this article.
The Board or its delegates may from time to time set additional conditions for membership in the Organization from time to time as it may deem reasonable.

Section 3: Admission to Membership
Each person desiring to become a member of the Organization shall comply with formalities as prescribed by the Board or its delegates. The Board or its delegates shall approve applicants that satisfy the requirements for membership and if they have not been removed from membership for cause under Section 7(b) of this Article.
A rejected applicant may appeal the decision in writing to the Board whose decision regarding the applicant's membership shall be final.

Section 4: Voting Rights
Only Members who satisfy the membership criteria shall have voting rights. Each Member is entitled to one vote on all matters requiring a vote of the Members.

Section 5: Dues
Members shall pay annual membership dues at the beginning of each fiscal year. The Board shall have the power to change the amounts for dues at any time and remit or waive the membership dues of any Member, or Members, by whole or in part.

Section 6: Failure to Pay Dues
If a membership is more than two months in arrears, it will be deemed expired. A membership that has expired because of failure to pay dues may be reinstated by payment of the dues owed. Upon payment, the membership expiration date will be the end of the fiscal year.

Section 7: Termination of Membership
Membership shall be terminated or suspended by:
a) a designated subcommittee of the Board, if a Member fails to meet the criteria for membership; or
b) a vote of a two-thirds majority of the Board if, after an appropriate hearing, the Board determines that the person's membership should be terminated or suspended for just cause.
A person whose membership is terminated or suspended under paragraph (a) may appeal the decision in writing to the full Board. The Board's Decisions regarding membership under paragraphs (a) and (b) shall be final.

Section 8: Honorary Membership
Honorary Membership is open to those individuals who retain a supporting interest in the organization or who fall outside the guidelines for General Membership. The Board or its delegates may set additional conditions for Honorary Membership in the Organization from time to time as it may deem reasonable including membership fees, application requirements, and nominations. Honorary Members may enjoy the benefits of the Organization as determined by the Board from time to time; however, they will not maintain voting rights.

Article VI : Meeting of the Members

Section 1: Periodic Meetings
The Organization shall hold periodic meetings at least monthly, at a date and place designated by the Board. Notice of the date and time of periodic meetings shall be announced to the Members at least forty eight (48) hours prior to each meeting. The method of announcement shall be designated by the Board.

Section 2: Special Meetings
The Organization shall hold special meetings within seven (7) calendar days of and upon the call of the President or upon the call of a majority of the Board or upon receipt of a written petition signed by twenty percent (20%) of the Members.

Section 3: Presiding Officer
At all meetings of Members, the President shall preside. In the President's absence, the Vice President, or any other Director designated by the President, shall preside.

Section 4: Adjournment
Any meeting of Members may be adjourned to a future date by vote of a majority present at the meeting, or by the Board

Section 5: Place of Meetings
The place at which meetings of Members shall be held shall be fixed from time to time by the Board, and in the absence of action by the Board, by the President.

Section 6: Quorum
Ten percent (10%) of the Members shall constitute a quorum for the conduct of business at any Meeting of Members.

Section 7: Conduct of Meetings
At all meetings of Members, the presiding officer shall prescribe the order of business and the rules of order

Article VII : Board of Directors

Section 1: General Powers
The Board shall manage and direct the affairs of the Organization.

Section 2: Number and Qualifications
a) The Board shall consist of such individuals as defined in Article IV of these by-laws.
b) Unless a member of the Board has earlier resigned, has been removed, or died, the member of the Board shall hold office until his or her elected successor assumes office.
c) The Board may increase or decrease the number of Directors from time to time. In no event may the number of the Board be decreased to fewer than three.

Section 3: Meetings of the Board
The Board shall hold regular meetings, not less than once each month. The President or Secretary shall set the time and place for these meetings in advance. If a Director is absent without adequate cause that is notified in advance to an Executive Officer, more than three consecutive times during his or her term, censure proceedings as stated in Section 9(c) of this article shall automatically commence against that particular Director.

Section 4: Number and Qualifications
a)

Section 5: Special Meetings
Special meetings of the Board may be called by the President or collectively by any three Directors. The President or Secretary shall set the time and place for these meetings.

Section 6: Quorum
Two-thirds of the Directors on the Board shall constitute a quorum for the transaction of business at any meeting of the Board

Section 7: Conduct of Meetings
At all meetings of the Board, the presiding officer or his delegate shall prescribe the order of business and the rules of order

Section 8: Manner of Acting
The act of a majority of the Directors shall be the act of the Board, unless the act of a greater number is required by statute, these by-laws or the Articles of Incorporation.

Section 9: Resignation, Removal, or Censure of Directors
a)A Director may resign at any time by written notice delivered to an Executive Officer. A resignation is effective when the notice is delivered unless the notice specifies a future date of effectiveness.
b) Members may remove one or more of the Directors, with or without cause if:
1) two-thirds of the total membership vote for removal; and
2) a written notice of the proposed action is delivered to all Members at least ten days prior to the date of the vote. The non attending Members shall send their proxy or in the event that a proxy is not received prior to the vote from the non attending member, his or her vote shall be counted as a vote against removal of the Director.
c) The censure of one or more of the Directors may be initiated by any one Director but shall receive at least a three-fourths majority decision of the plenary Board. The Board shall have the power to determine the penalties, including removal or suspension, that are associated with the censure of a Director. The person to be censured, and the entire Board shall be notified at least two weeks in advance of such vote. A suspended Director shall not have the power to vote for the entire duration of his or her suspension.

Section 10: Vacancies
Any vacancy on the Board, due to an increase in the number of the Directorships or otherwise, shall be filled by the Board from the existing Ordinary Membership unless the Articles of Incorporation, a statute, or these by-laws requires some other manner. A Replacement Director who is selected by the Board to fill a vacancy shall hold office, just like an non Replacement Director.

Section 11: Informal Action by Directors
Unless specifically prohibited by statute or the Articles of Incorporation, the Board may take any action without following the procedures set forth in this Article if every Director agrees to the modified procedure. Such consent shall be noted by the Secretary in the corporate records.

Article VIII : Officers

Section 1: Officers The Organization shall have the offices of President, Vice President, Secretary, and Treasurer, and may additionally have the offices of Chairperson of such committees as may be designated by the Board from time to time. The Chairperson of each committees may appoint a Vice Chairperson to assist him or her in carrying out the duties of the office. Section 2: Election The Officers of the Organization shall be elected annually by the Members under the procedures set forth in Article IX of these by-laws. Section 3: Removal Any Officer may be removed by the Members under the procedures for the removal of Directors set forth in Section 9 of Article VII of these by-laws. Section 4: President Subject to the direction and control of the Board, the President shall: a)be the principal executive officer of the Organization; b)preside at all Meetings of Members and Meetings of the Board; c) oversee all business affairs of the Organization d) see that the resolutions and directives of the Board are carried out into effect; and e) discharge all duties incident to the office of President and such other duties as the Board may prescribe. Section 5: Vice President The Vice President shall: a) assist the President in the discharge of the President's duties; b) perform the duties of the President in the President's absence; c) oversee the proper functioning of the committees of the Organization; d) perform such other duties incident to the office and as the President or the Board may assign. Section 6: Secretary The Secretary shall: a) record the minutes of the Meetings of Members and the Meetings of the Board; b) serve as the custodian of the corporate records, excluding financial records, but including those necessary to maintain the non profit status of the Organization; c) perform such other duties incident to the office and as the President or the Board may assign. Section 7: Treasurer The Treasurer shall: a) be the principal accounting and financial officer of the Organization; b) have charge of and be responsible for the maintenance of adequate financial records; c) have charge and custody of all funds and securities; d) report the Organization's financial status to the Board and the Members on a regular basis, but not less than annually; f) be responsible for the completion and filing all forms and reports required by state and federal agencies; g) deposit to the credit of the Organization in such banks, trust companies, or other depositories as the Board may select, all funds belonging to the Organization; and h) perform such other duties incident to the office and as the President or the Board may assign. Section 8: Committee Chairpersons 5) The responsibilities of committee Chairpersons, if any, are as follow: a) to be responsible for the operation of their particular committee and for the selection and delegation of duties amongst committee members, if any; b) to act as or designate an alternate as a representative of their committee to the Board; c) to participate in deliberations of the Board; d) to perform such other duties incident to the office and as the President or the Board may assign. Section 9: Powers to Contract Except where the Board, the Articles of Incorporation, or these by-laws have expressly delegated the authority to another Officer or agent of the Organization, Officers may execute or otherwise commit on the Organization's behalf any contracts or other instruments which either: a) the Board has authorized; or b) is necessary to carry out the duties of the Office, provided the value of the contracts entered into under this clause in a single calendar month does not exceed five percent (5%) of the average annual balance in the principal checking account of the organiztion in the preceding year.

Article IX : Selection and Election of Officers

Section 1: Term of Office
Officers shall serve for a term of one year coinciding with the Fiscal Year as defined in Article XIV of these by-laws.

Section 2: Nomination of Candidates
All candidates for elections shall be nominated. Nominations shall come from one or more Members (including Officers) other than the candidates themselves. Nominations for a position as an Officer shall be to Members for a period starting two months before and ending one month before the Election Date as set in Section 4.

Section 3: Acceptance of Nominations as Candidate
A Member nominated for an Office shall accept such a nomination by directly communicating his or her candidacy to any member of the Election Committee, as defined in Section 5. Such acceptance shall be effective upon receipt by the Treasurer or its delegate of the membership dues for the following Fiscal Year (as defined in Article XIV of these by-laws.)

Section 4: Election Date
The Election Date shall be the third Sunday of the month preceding the month in which the Fiscal Year (as defined in Article XIV of these by-laws) ends.

Section 5: Regulations for Election of Officers
The following regulations shall apply to the election process:
a) The Executive Officers shall select an Election Committee, three months before the Election Date. The Election Committee shall be composed of three persons from amongst the Members to oversee the election process. To be eligible and to serve on the Election Committee, Members shall:
1) be in good standing;
2) not be a current Officer; and
3) not be a candidate for office for the following term.

c) The Election Committee shall declare the candidate as the winner of the election who receives a vote of a simple majority of the Members (including Officers.) In the case of a tie, a run-off election shall be held for the position. Run-off elections shall be held within two (2) weeks after the Election Date.

d) Should there be no nominations within the time period stated in Article IX, Section 2 of these by-laws for a particular office, the incumbent Directors may fill all such positions with otherwise qualified Members with a two-thirds majority vote of the plenary Board.

e) The election process shall be conducted by secret ballot. Any Member eligible to vote may submit a sealed and signed absentee ballot to a member of the Election Committee in a form prescribed by the Election Committee. The Election Committee shall provide any requesting Member a self-authenticating absentee ballot. Absentee ballots shall be counted if they are received by the Election Committee three (3) calendar days before the Election Date.

f) The Election Committee shall have the power to promulgate other regulations as may be necessary or helpful in the conduct of the elections.

Section 6: Validity and Authentication of Ballots
The Election Committee's decision in the validity and authentication of ballots shall be conclusive.

Article X : Gifts and Endowments

Article XI : Ratification

Article XII :Amendments to the By-laws

Article XIII : Books and Records

Article XIV : Fiscal Year

Article XV : Seal

Article XVI : Indemnification of Officers and Directors