Article 1
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Members
Section 1.01. Membership – Both Institutions and Individuals are eligible for membership in the corporation.
Section 1.02. Institutional Members – Generally recognized academic and educational institutions engaged in any aspect of Inner Asian Studies can become Institutional Members of the corporation. Each Institutional Membership includes the right to name up to three persons associated with the Institution to hold Individual Member status for the term of the Institutional Membership.
Section 1.03. Patrons – Individuals as well as businesses and corporations are eligible to be recognized as Patrons of the organization. The Board of Directors shall establish the requirements and rights of Patron membership.
Section 1.04. Individual Members – Individuals are eligible to become Members with voting rights to elect Directors. Students will be considered Individual Members of the corporation. All individual memberships shall be subject to such additional qualifications as the Directors may from time to time establish.
Section 1.05. Annual Dues – The annual dues are established by the Board of Directors and will be fixed for each academic year September 1 to August 31. The Directors shall have the power by majority vote to increase or decrease the annual dues from time to time. No increase in dues shall be retroactive or applied against a member, who after receiving notice of the increase, serves upon the Secretary written notice of resignation.
Members who, within ninety days from the time dues duly levied are payable, do not pay such dues, shall upon a vote of a majority of the Directors be removed from membership. The financial obligation arising out of membership in the corporation shall be limited to membership dues.
Section 1.06. Resignation of Members – Any member may resign upon written notice to the Secretary and will thereby be relieved of liability for dues for the following academic year but not for the year of resignation.
Section 1.07. Relationship Between Members and the Corporation – The Board of Directors has the sole right to designate representatives of the corporation in dealings with individuals or other organizations. No member shall attempt to represent the corporation whether in making any statements for publication or otherwise unless the Board of Directors by resolution specifically approved the action.
Section 1.08. Exclusions and Restrictions – Persons or organizations associated with intelligence activities are excluded from association with the corporation. The President of the Board of Directors may, if necessary, appoint a committee to review allegations of wrongdoing.
Article 2
Board of Directors
Section 2.01. Board of Directors – The business of the corporation shall be conducted by the Board of Directors.
Section 2.02. Number – The Board of Directors shall consist of at least 7 and no more than 15 Directors who will be elected by majority vote of the Individual Members. Directors shall serve for a period of three years.
Section 2.03. Powers – All powers of the corporation except those specifically reserved or granted to the members by law, by the Certificate of Incorporation, or by these By-Laws are hereby granted to and vested in the Board of Directors.
Section 2.04. Election of Directors – Prior to each Annual Meeting requiring the election of new Directors the Board of Directors will establish a Nominating Committee consisting of at least three qualified persons to develop a list of names of nominees to stand for election to the Board of Directors. The Board of Directors will appoint one member of the Nominating Committee to serve as the Chair of the Nominating Committee. The duties of the Committee shall include identifying and recommending individuals qualified to serve as Directors, including consideration of diversity, skills, and experience. The recommended list of nominees from the Nominating Committee shall be sent to Members with a ballot to be returned prior to the Annual Meeting. The persons receiving the most votes will be elected. The elected Directors shall be inducted at the Annual Meeting.
Section 2.05. Honorary Directors – Advisory non-voting Honorary Directors may be elected by the Board to serve for a period of three (3) years.
Section 2.06. Resignation and Removal – A Director may resign at any time by giving written notice to the Secretary. Resignation shall take effect at the date of receipt of such notice or at any other time specified therein. A Director may be removed, with or without cause, from office by a majority vote of the Board of Directors.
Article 3
Officers and Committees
Section 3.01. Officers – The officers of the Corporation shall be a President, Vice President, a Secretary, and a Treasurer, who shall be elected by the Board of Directors. Each officer shall serve for two years or until a successor shall have been duly chosen and qualified.
Section 3.02. President – The President shall have general supervision over the business and operations of the corporation, subject to the control of the Board of Directors. He/she shall chair the meetings of the Board of Directors.
Section 3.03. Vice President –The Vice President shall perform such duties as may from time to time be assigned by the President or the Board of Directors.
Section 3.04. Secretary – The Secretary shall: record all votes of the Directors and the minutes of the meetings of the Board of Directors; see that notices are given and records properly kept and filed by the corporation as required by law; be the custodian of the seal and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and perform such other duties as may be assigned him/her by the Board of Directors or the President.
Section 3.05. Treasurer – The Treasurer shall have oversight of all receipts and disbursements of the corporation and shall have or provide for the custody of its funds and securities. The Treasurer shall have full authority to receive and give receipts for all drafts, and warrants in its name on its behalf, and to give full discharge of the same. The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Board of Directors or the President.
Section 3.06. Other Officers and Representatives – The Board of Directors may appoint such other officers and representatives as it shall consider necessary or desirable to carry out the purposes of the corporation, and they shall have such authority and perform such duties as the Board of Directors may assign to them.
Section 3.07. Executive Committee – The Executive Committee will consist of the President, Vice President, the Secretary and the Treasurer. The Executive Committee will have the authority to act on behalf of the Board of Directors between regular Board meetings. Any decisions made by the Executive Committee will be communicated to the full Board of Directors in written form, and when requested by a Board member decisions made by the Executive Board must be approved by a vote of the full Board.
Section 3.08. Other Committees – The Board of Directors may at any time appoint additional committees consisting of Directors or other persons to perform such duties and make such investigations and reports as the Board shall determine. Such committees, unless otherwise directed by the Board, shall arrange their own organization and times and places of meetings. Information on times and places of committee meetings shall be conveyed to the Board prior to such meetings. The Board of Directors may, either at the time the committees are formed or at any later time, name alternates to serve in the absence of any member of any committee.
Section 3.09. Delegation of Powers – The Board of Directors may by resolution delegate to any officer or to any committee the power to appoint, and to prescribe the duties of, additional officers and representatives.
Section 3.10. Resignation – Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary. The resignation shall take effect on the date of receipt of notice or at any time specified therein and unless otherwise provided the acceptance of such resignation shall not be necessary to make it effective.
Section 3.11. Removal of Officers – Any officer or representative of the corporation may be removed by a majority of the Board of Directors whenever in their judgement the best interests of the Corporation will be served thereby.
Article 4
Meetings
Section 4.01. Annual Meetings – The Board of Directors shall hold an annual meeting for the purpose of organization, and for the transaction of such businesses as may be appropriate. The meeting shall take place on such date and at such place either within or without the State of Texas as the President or a majority of Directors shall decide.
Section 4.02. Special Meetings – Special meetings of the Board of Directors may be held whenever called by the President or by a majority of Directors. Such special meetings shall be held at such place or places that the President or a majority of Directors shall decide.
Section 4.03. Notice – Notice of annual meetings stating time and place, and notice of special meetings stating time, place and general nature of the business to be transacted, shall be given by the President in writing to each Director at least thirty (30) days prior to the date of the meeting.
Section 4.04. Quorum – The presence of a majority of the Directors shall constitute a quorum for the transaction of all business at all meetings. In the absence of a quorum, the Executive Committee may act on behalf of the Board of Directors. Any decisions made by the Executive Committee will be communicated to the full Board of Directors in written form, and when requested by a Board member decisions made by the Executive Board must be approved by a vote of the full Board.
Section 4.05. Manner of Voting – The Board of Directors may vote in person at regular or special meetings or by electronic means. A Director may also vote on any matter to be taken up at a meeting that he/she is unable to attend by submitting a written proxy to the Secretary.
Section 4.06. Organization of Meetings – At every meeting the President, or in the absence of the President, the designated Vice President shall act as chair, and the Secretary or in the absence of the President a person appointed by the chair, shall act as Secretary.
Section 4.07. Parliamentary Procedure – “Robert’s Rules of Order” shall be the reference for parliamentary rules in case of discrepancy.
Article 5
Renumeration, Bonding, Borrowing, Deposits, Audits, Financial Reports
Section 5.01. Expenses and Remunerations – The officers and the Directors shall receive no remuneration as such but may be reimbursed for out-of-pocket expenses as circumstances allow based on guidelines set by the Board of Directors.
Section 5.02. Bonding of Offices and Representatives – The Treasurer and such other officers and Representatives as may be determined by the Board of Directors may be bonded in such amounts as the Board of Directors may decide.
Section 5.03. Deposits – All funds of the corporation shall be deposited to the credit of the corporation in such banks or other depositories as the Board of Directors may approve or designate and such funds may be withdrawn only upon checks or other instruments signed by the Treasurer, or by such persons as may be authorized as signatories by the Board.
Section 5.04. Financial Reports – At each annual meeting of the Board of Directors, the Treasurer shall report on the finances of the corporation. This report shall include information on gifts received and grants made by the corporation.
Article 6
Amendment
Section 6.01. Any or all provisions of the By- Laws of the corporation may be amended, altered, or repealed by a majority of the Directors at any meeting duly convened after due notice to the Directors giving a summary of the proposed amendments.
Article 7
Nominations for Elected Offices
Section 7.01. Nominating Committee – The Directors shall appoint a Nominating Committee of three individuals. The Nominating Committee will present to the officers in writing the names of candidates for each office to be filled by election by the Directors at the Annual Meeting. The Nominating Committee shall submit its written nominations to the officers prior to the Annual Meeting.
Section 7.02. Additional Nominations – Individual Directors may offer nominations from the floor of the Annual Meeting of the Board of Directors for the election to any office.