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”).
The TEXAS INDO-AMERICAN PHYSICIANS SOCIETY SOUTHWEST CHAPTER, (TIPS SW) was formed to address a need for cohesive action on the part of physicians, dentists and other medical scientists, of Indian origin (as hereafter defined), residing in the Southwest region of the state of Texas. TIPS SW was also formed to maintain the identity of this group of people, to provide a forum for scientific, educational, cultural, charitable and social interaction among its members.
Article 1: Offices
1.1The principal office of the Corporation shall be located at 2277 NW Military Highway, San Antonio, TX 78213 The Corporation may have such other offices, either in Texas or elsewhere, as the board of directors also referred to as “executive committee” may determine. The board of directors may change the location of any office of the Corporation by a simple majority.
1.2Registered office and Registered Agent: The Corporation shall comply with the requirements of the Business Organization Code for Non Profit Organizations mandated by the State of Texas and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation’s principal office in Texas. The board of directors may change the registered office and the registered agent as provided in the act.
Article 2: Membership
2.1: Membership in TIPS SW shall be open to any physician or dentist, student of medicine, dentistry or human sciences of Indian origin who resides or practices in the southwest region of the state of Texas. Applicants may be admitted to membership of the Corporation by the board of directors or a committee designated by the board to handle such matters. The board of directors may adopt or amend application procedures and qualifications for membership in the Corporation. An affirmative vote of the majority of the directors present and voting shall be required for the admission of any applicant who meets the membership qualifications then in effect. A member may renew membership by paying all required fees.
The term “Indian Origin” is used throughout these by-laws in an ethnic sense regardless of birth and is meant exclusively to pertain to persons whose ancestry, in whole or in part derives from the Indian subcontinent of Asia. The word “heritage” similarly, connotes ancestry.
2.2Membership categories: Members shall be divided into the following categories:
2.2.1Active: Any physician or dentist Indian origin residing or licensed to practice in the Southwest region of Texas with an unrestricted medical license.
A. Annual members who have paid the dues for current year by June 30th of such year.
B. Patron members (life members) admitted after a single payment of the Patron member dues assessed to them, by the Executive Committee.
2.2.2Associate: Associate members shall be
A. Those persons of Indian origin engaged in professions or career in podiatry or in the human sciences other than medicine and dentistry.
B. Students, Residents, and Fellows of medicine and dentistry of Indian origin, in approved training Programs in the southwest region of Texas.
Associate members are not entitled to vote or hold any elected office, but may be appointed to committees for their professional expertise to serve TIPS SW.
2.2.3Honorary: Any physician or dentist who has made noteworthy contributions to the cause and objectives of the society as determined by the executive committee.
2.2.4Retired: Any physician or dentist who is not in active practice residing in the Southwest region of Texas.
2.2.5Inactive: Any active member can be placed in inactive category because of a change in his or her status with regards to medical license or residence, which is considered temporary.
2.2.6Alliance Members: Alliance members shall be spouses of active members of TIPS SW. They will be non-voting members and cannot serve on any committee of TIPS SW. Alliance shall offer legislative, advocacy and logistics support to TIPS SW, and also act as resource for any other matter as requested by the Executive Committee.
2.3Voting rights: Each active member shall be entitled to one vote on each matter submitted to a vote of the members.
2.06. 2.4 Sanctions, Suspension or Termination of Members: The board of directors may impose reasonable sanctions on a member, or suspend or expel a member from the Corporation, for a good cause, after a hearing. Good cause includes but is not limited to default of an obligation to the Corporation to pay fees or dues for a period of thirty (30) days following delivery of notice of default, or a material and serious violation of the articles of incorporation, bylaws or rules of Law. The board of directors may not take any action against a member without giving the member adequate notice and an opportunity to be heard. To be deemed adequate, notice shall be in writing and delivered at least fourteen (14) days prior to the hearing. However, shorter notices may be deemed adequate if the board of directors determines that the need for a timely hearing outweighs the prejudice caused to the member and if a statement
of the need for a timely hearing is included in the notice. If mailed, the notice shall be sent by registered or certified mail, return receipt requested. A member shall have the right to be represented by a counsel at hearing. The board of directors may impose sanctions, suspend a member or expel a member by a vote of two-thirds of the directors who are present and voting. Any member whose license has been suspended can be placed in inactive member category by a vote of two- thirds of the directors. Any member whose medical license has been revoked by any state Medical licensing Board may be removed from membership in the society by a vote of two-thirds of the board of directors. Upon revocation of membership, membership dues collected for that fiscal year will be prorated and the balance will be returned.
2.5Resignation: Any member can resign from the Corporation by submitting a written resignation to the secretary. The resignation need not be accepted by the Corporation to be effective. A member’s resignation shall not relieve the member of any obligation to pay any dues, assessments, or other charges that may have accrued and are unpaid prior to the effective date of the resignation.
2.6Reinstatement: A former member may submit a written request for reinstatement of membership. The board of directors may reinstate membership on any reasonable terms that the board of directors deems appropriate. If membership had lapsed due to non-payment of dues, it can be reinstated after payment of accrued arrears.
2.7Waiver of interest in corporate property. All real and personal property, including all improvements located on the property, acquired by the Corporation shall be owned by the Corporation. A member shall have no interest in specific property of the Corporation. Each member hereby expressly waives the right to require partition of all or part of the Corporation’s property.
2.8Dues: The annual dues for the society shall be fixed by the board of directors for the oncoming year prior to the annual meeting. The fiscal year of the society shall be January 1st to
December 31st of the calendar year. The executive committee may levy special assessments to defray specific expenses of the society as the need arises.
Article 3: Meetings
3.1Annual meeting. The board of directors shall hold an annual meeting of the members on or before the 15th of December of each year. At the annual meeting, the members shall elect directors and transact any other business. 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.
3.2Special 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. The active member list for this purpose would include all active members who have paid their dues as of June 30th of that calendar year.
3.3Place of Meeting: The board of directors may designate any place, either within or without outside 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. Meetings may also be held by the Corporation, a committee, members, or the Board of Directors by using a conference telephone or similar communications equipment, or any other suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting.
(b) If voting is to take place at the meeting, the Secretary or the person designated to record the minutes must:
(1) Implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified; and
(2) Keep a record of any vote or other action taken.
3.4Notice of Meeting: Written notice of any meeting of the society at which official business is to be transacted will be communicated to all active members not less than ten days or more than sixty days before the date of the meeting. Written notice of a meeting at which official business will be transacted will be
(1) Mailed in an envelope addressed to the member at the member’s address as it appears on the membership records
(2) Transmitted by facsimile or electronic message to a facsimile number or an electronic message address provided by the person, or to which the person consents, for the purpose of receiving notice.
(3) Notice of a meeting will be posted on the official website of the organization and such information will be disseminated to the members by mail or by email
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. If the meeting is held solely or in part by using a conference telephone or other communications system, the form of communications system to be used for the meeting and the means of accessing the communications system should be stated in the notice. Notice shall be given by or at the direction of the president the president’s designees.
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 setting the record date for the notice of a meeting, the corporation shall prepare an alphabetical list of the names of all its voting members as of June
30th of the current year. The list must identify:
(1)The members who are entitled to notice and the members who are not entitled to notice of the meeting;
(2)The address or email address of each voting member
Not later than the second business day after the date notice is given of a meeting and continuing through the meeting, the list of voting members will be made available at the corporation’s principal office or at a reasonable place in the city in which the meeting will be held, as identified in the notice of the meeting, for inspection by members entitled to vote at the meeting for the purpose of communication with other members concerning the meeting.
A voting member or voting member’s agent or attorney is entitled on written demand to inspect and, at the member’s expense to copy the list at a reasonable time during the period the list is available for inspection.
The corporation shall make the list of voting members available at the meeting. A voting member or voting member’s agent or attorney is entitled to inspect the list at any time during the meeting or an adjournment of the meeting.
3.5Quorum: 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 any time during the meeting, the majority of the members present may adjourn the meeting and reconvene the meeting one time without further notice.
3.6Actions 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 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.
Each active member of the corporation is entitled to one vote on each matter submitted to a vote of the members, except to the extent that the voting rights of members of a class are limited, enlarged, or denied by the bylaws of the corporation.
3.7Proxies: A member may vote in person or by proxy executed in writing by the member or the member’s attorney-in-fact. All notice of proxy should be in writing and dated. Electronic notice of intent to vote by proxy is acceptable and should be submitted to the secretary or the person calling the meeting seven days prior to the meeting. A person may hold not more than one proxy in any meeting. A proxy is valid for only that specified meeting and automatically becomes invalid after that meeting.
3.8Voting by Mail: The board may authorize member votes on any matter by mail, by facsimile transmission, by electronic message, or by any combination of those methods. A fundamental action as defined below would require a vote of two-thirds of the members present or in proxy.
(1) An amendment of a certificate of formation, including an amendment required for the cancellation of an event requiring winding up.
(2) A voluntary winding up under Chapter 11 of the Texas Business Organization Code.
(3) A revocation of a voluntary decision to wind up.
(4) A cancellation of an event requiring winding up.
(5) A reinstatement after winding up as per Chapter 11 of the Texas Business Code
(6) A distribution plan for assets of the Corporation after winding up
(7) A plan of merger
(8) A sale of all or substantially all of the assets of a corporation
(9) A plan of conversion
(10) A plan of exchange.
Article 4: Board of directors
4.1Board of directors: The affairs of the Corporation shall be managed by the board of directors also known as Executive Committee.
4.2Number, qualifications and tenure of directors: Number of directors shall be a minimum of 7 to a maximum of 11. Total number of directors for the next year shall be decided by the current board of directors prior to the annual meeting. Each director shall serve a term of one (1) year. To qualify to be a director, a member should have been active with dues paid as of 5 PM on the 31st of January of the current year. The tenure for each director would be one year.
4.3At 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 nomination committee would consist of at least 3 members all of whom would be past presidents of the organization. The immediate three past presidents of the organization shall be requested to form the nomination committee. In case one or more of the immediate past presidents declines to be a part of the nomination committee, the board of directors shall vote on the members constituting the nomination committee. This vote would have to be passed by at least a two-third majority of the board members present. The immediate past president would be the chair of the nomination committee and also serve as the election officer. The nomination committee shall be formed by the President by the 1st of September. The nominating committee would submit its report to the secretary by the 15th of September. The secretary shall include the names recommended by the nominating committee. and any report of the committee, with the notice of the meeting at which the election occurs.
The nomination committee should recommend candidates for the following positions a. President-Elect
b. Secretary c. Treasurer
d. Other members of the Executive Committee
4.4Election 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 are objections on the floor, the 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 not be permitted to cumulate their votes. If there is a tie for the last remaining seat or seats, then there will be a 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.
4.4.1: The calendar of elections is as follows:
a. Formation of nomination committee: Sep 1
b. Report of nomination committee to the secretary: Sep 15
c. Notice of annual general body meeting with the report of the nomination committee with request for write-in nominations: Sep 22
d. Deadline to receive nominations: Oct 15 at 5PM.
e. Last day for withdrawal of nomination: Oct 22
4.4.2: The Nomination Process
The recommendations of the nomination committee shall be conveyed to the general body along with the notice of the election. Active members of the general body shall be given the opportunity to nominate any candidate for any of the positions in the Executive Committee, except of the President. Candidates shall include a written statement of acceptance and also to serve the office if elected, along with a signed disclosure form… No nominations will be allowed after the deadline of 5:00 PM Central Daylight Time on October 15.
All the candidates are required to
1.Have a valid and unrestricted license to practice in Texas
2.Be in good standing in the community
3.Sign the following:
a.Attestation of questions & nominations papers
b.Authorization and Consent for verification & release of information
c.Statement of willingness to devote time and effort to work for TIPS SW
d.Candidates’ agreement for binding arbitration of election disputes as approved by the Executive Committee.
4.4.3: Voting Member:
Any active member who has dues paid as of June 30th of the calendar year will be eligible to vote. Each member shall have one vote for each vacant office.
4.4.4: The Election Process
a. The Immediate Past President will serve as Election Officer to conduct the election…
b. The voting members as provided in Section 4.4.4 shall have the right to vote. No proxy vote is permitted.
c. Each member shall have one vote for each vacant office.
d. The Secretary shall assist the Election Officer to prepare the list of voting members
and shall certify the list of voting members, on or before the 15th of October each year. e. The Election Officer will cast his/her vote in a sealed envelope but that vote will be counted only in case of a tie.
4.5Vacancy: (a) A vacancy in the board of directors shall be filled by the affirmative vote of the majority of the remaining directors, regardless of whether that majority is less than a quorum. A director elected to fill a vacancy is elected for the unexpired term of the member’s predecessor in office.
(b) A vacancy in the board occurring because of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of members called for that purpose
4.6The 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.
4.8Special Meetings of the board of directors may be called by or at the request of the president or a majority of the board of 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. There should be a notice of at least 7 days prior to an emergency meeting unless in an emergency situation.
4.9Notice: Written, printed or electronic notice of any special meeting of the board of directors shall be delivered to each director not less than seven (7) days or more than thirty (30) days before the date of the meeting. The notice shall state the place, day and time of meeting, the person who called the meeting, and the purposes for which the meeting is called.
4.10Quorum: 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.
4.11Action of Board of directors: The Board of directors shall try to act by consensus.
However, the vote of a majority of directors present 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. 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.
4.12Proxies: A director may vote by proxy executed in writing by the director. A proxy is considered valid only for that specific meeting and is rendered invalid afterwards as per Section
4.13Compensation: 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.
4.14Removal 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 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 two thirds the number of directors present and voting.
4.15Resignation of Directors: A director may resign at any time by providing written notice to the corporation.
5.1Officer Positions: The officers of the Corporation shall be a President, a President-elect, a Treasurer and a Secretary. They shall be nominated from the new board of directors by the nominating committee and elected by the general body at the annual meeting. Whenever possible, President-elect from previous year will automatically ascend to the position of President. No member can be nominated to the position of President or President-elect unless he or she has a minimum of two years of experience in the Executive Committee out of which one year has to be in the position of Treasurer or Secretary.
5.2Each officer shall hold an office until the successor is duly selected and qualified. An officer may be elected to succeed him or herself in the same office.
5.3Removal: Any officer may be removed by the Board of directors with good cause. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer.
5.4A Vacancy in any office may be filled by the Board of directors for the remaining portion of the officer’s term.
5.5President: The president shall be the chief executive officer of the Corporation. The president shall supervise and control all of the business and affairs of the Corporation. The president shall preside at all meetings of the members and the Board of directors. The president may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board of directors has authorized to be executed. However, the president may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of directors, the bylaws, or statute. The president shall perform other duties prescribed by the Board of directors and all duties incident to the office of president.
The President may disburse funds and sign checks to discharge the financial obligations of the corporation
5.6President-elect: The president-elect shall perform the duties of the president if delegated to act by the president or when the president is absent, or is unable to act. When the president- elect acts in place of the president, the president-elect shall have all the powers of and be subject to all the restrictions of the president. A president- elect shall perform other duties as assigned by the president or board of directors.
5.7.1Have charge and custody of and be responsible for all the funds and securities of the Corporation.
5.7.2Receive and account for all dues and moneys belonging to the Corporation, no later than 30 days after taking office.
5.7.3Deposit all moneys in the name of the Corporation in banks, trust companies, or other depositories as provided in the bylaws or as directed by the board of directors or president.
5.7.4Write checks and disburse funds to discharge obligations of the Corporation. Any check greater than a sum of $5000 will need to be cosigned by the President.
5.7.5Maintain the financial books and records of the Corporation.
5.7.6Prepare financial reports at least annually.
5.7.7Perform other duties as assigned by the president or by the board of directors. If required by the board of directors, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the board of directors.
5.8 Secretary shall
5.8.1Give all notices as provided in the bylaws or as required by the law.
5.8.2Take minutes of the meetings of the members and of the board of directors and keep the minutes as part of the corporate records.
5.8.3Maintain custody of the corporate records and of the seal of the Corporation.
5.8.4Affix the seal of the Corporation to all documents as authorized.
5.8.5Keep a register of the mailing address/ email address of each member, director, officer, and employee of the Corporation.
5.8.6Perform duties as assigned by the president or by the board of directors.
5.8.7Perform all duties incident to the office of secretary.
5.8.8Prepare newsletters as needed to inform the membership at the direction of president or the board of directors.
5.8.9: Certify the voting list and submit it to the Election Officer
Article 6: Committees
6.1 Establishment of committee:
6.1.1: The Board of directors may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of committee.
6.1.2: A committee shall consist of one or more directors and may include persons who are not
6.1.3: No committee shall have the authority to:
18.104.22.168: Amend articles of incorporation
22.214.171.124: Adopt a plan of merger or a plan of consolidation with another Corporation.
126.96.36.199: Authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation.
188.8.131.52: Authorize voluntary dissolution of the Corporation.
184.108.40.206: Revoke proceedings for the voluntary dissolution of the Corporation.
220.127.116.11: Adopt a plan for the distribution of the assets of the Corporation.
18.104.22.168: Amend, alter or repeal the bylaws.
22.214.171.124: Elect, appoint or remove a member of the committee or a director or officer of the
126.96.36.199: Approve any transaction to which the Corporation is a party and that involves a potential conflict as defined in paragraph 7.4 below.
188.8.131.52: Take any action outside the scope of authority delegated to it by the board of
184.108.40.206: Take final action on a matter that requires the approval of the members.
6.2Term of office: Each member of a committee shall continue to serve on the committee until the next annual meeting of the board of directors of the Corporation and until the successor is appointed. A vacancy on a committee may be filled by an appointment made in the same manner as the original appointment.
6.3Rules: Each committee may adopt rules for its own operation not inconsistent with the bylaws or with the rules adopted by the board of directors.
6.4: Ad-hoc Committees may be formed by the board for specific purposes. An ad-hoc committee may only make recommendations to the board.
6.5: Standing Committees would include
a. Finance Committee whose chair would be the treasurer and would consist of one member of the board and a member-at- large.
b. Membership Committee whose chair would be the president-elect and consist of one member of the board.
The president would be an ex-officio in all the committees
Article 7: Transactions of the Corporation
7.1Contracts: The board of directors may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.
7.2Deposits: All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies, or other depositories that the Board of directors selects.
7.3Gifts: The Board of directors may accept on behalf of the Corporation any contribution, gift, bequest of the Corporation. The Board of directors may make gifts and give charitable contributions that are not prohibited by the bylaws, the articles of incorporation, state law, and any requirements for maintaining the Corporation’s federal and state tax status.
7.4Potential Conflicts of Interest: The Corporation shall not make any loan to a director or officer of the Corporation. A director, officer or committee member of the Corporation may lend money to and otherwise transact business with the Corporation except otherwise provided by the bylaws, articles of incorporation, and all applicable laws. Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting business with a director, officers, or committee member of the Corporation. The Corporation shall not borrow money from or otherwise transact business with a director, officer, or committee member of the Corporation unless the transaction is described fully in a legally binding instrument and is in the best interest of the Corporation. The Corporation shall not borrow money from or otherwise transact business with the director, officers, or committee member of the Corporation without full disclosure of all relevant facts and without the approval of the board of directors, not including the vote of any person having a personal interest in the transaction.
7.5Prohibited Acts: As long as the Corporation is in existence, and except without the prior approval of the board of directors, no director, officer or committee member of the Corporation shall:
7.5.1: Act in violation of the bylaws or a binding obligation of the Corporation.
7.5.2: Act with the intention of harming the Corporation or any of its operation.
7.5.3: Commit any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation.
7.5.4: Receive improper personal benefit from the operation of the Corporation.
7.5.5: Use assets of the Corporation, directly or indirectly, for any purpose other than carrying on the business of the Corporation.
7.5.6: Wrongfully transfer or dispose of Corporation property, including intangible property
such as goodwill.
7.5.7: Use the name of the Corporation (Or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation or in the ordinary course of the Corporation’s business.
7.5.8: Disclose any of the Corporation business practice, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.
Article 8: Books and Records
8.1The Corporation shall maintain correct and complete books and records of account. The Corporation’s books and records shall include:
8.1.1A file-endorsed copy of all documents filed with the Texas Secretary relating to the Corporation, including, but not limited to, the articles of incorporation, any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.
8.1.2A copy of the bylaws, and any amended versions, or amendments to the bylaws.
8.1.3Minutes of the proceedings of the Board of directors, and committees having any of the authority of the Board of directors.
8.1.4A list of names and addresses of the directors, officers, and any committee members of the Corporation.
8.1.5A financial statement showing the assets, liabilities, and net worth of the Corporation at the end of the three most recent fiscal years.
8.1.6A financial statement showing the income and expenses of the Corporation for the three most recent fiscal years.
8.1.7All rulings, letters, and other documents relating to the Corporation’s federal, state, and local status.
8.1.8The Corporation’s federal, state, and local information or income tax returns for each of the Corporation’s three most recent tax returns.
8.2Inspection and Copying: Any director, officer, or committee member of the Corporation may inspect and receive copies of all books and records of the Corporation required to be kept by the bylaws, if the person has a proper purpose related to the person’s interest in the Corporation and if the person submits a request in writing. Any person entitled to inspect and copy the Corporation’s books and records may do so at a reasonable time no later than fourteen working days after the Corporation’s receipt of a proper written request. The board of directors may establish reasonable fees for copying the Corporation’s books and records by members. The Corporation shall provide requested copies of books or records no later than fourteen working days after the receipt of a proper written request and payment of established fee.
8.3Audits: Any member shall have the right to have an audit conducted of the Corporation’s books. The member shall bear the expense of the audit unless the members vote to authorize payment of audit expense. The member requesting the audit may select the accounting firm to conduct the audit. A member may not exercise these rights to compel audits so as to subject the Corporation to an audit more than once in any fiscal year.
Article 9: Fiscal year
The fiscal year of the Corporation shall begin on the first day of January and end on the 31st day of December each year.
Article 10: Indemnification
When indemnification is required, to the extent permitted by the Texas Non-Profit Corporation Act, Article 1396-2.22A, the Board of directors shall authorize the Corporation to indemnify any
present or former director, officer, employee or agent of the Corporation against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the persons in connection with a proceeding in which the person was, is, or is threatened to be made a named defendant or respondent because the person is or was a director, officer, employee or agent of the Corporation.
Article 11: Special Procedures Concerning Meetings
11.1Decision without meeting: Any decision required or permitted to be made at a meeting of the board of directors, or any committee of the Corporation may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by a majority of persons entitled to vote on that matter. The original signed consents shall be placed in the Corporation minute book and kept with the Corporation’s records.
Article 12: Amendments to Bylaws
The bylaws may be altered, amended or repealed and new bylaws may be adopted by the board of directors. The notice of any meeting at which the bylaws are altered, amended or repealed or at which new bylaws are adopted shall include the text of the proposed bylaws provision as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions. The bylaws may be adopted by a majority of the general body as long as the criterion for quorum is met.
Article 13 Miscellaneous Provisions
13.1Legal authorities governing construction of bylaws. The bylaws shall be construed in accordance with the laws of the State of Texas. All references in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.
13.2Legal Construction: If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or non-enforceability shall not affect any other provision and
the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws.
13.3Headings The headings used in the bylaws are used for convenience and shall not be considered in construing the terms of the bylaws.
13.4Gender: Wherever the context requires, all words in the bylaws in male or female gender shall be deemed to include all genders and all singular words shall include the pleural and all pleural words shall include the singular.
13.5Seal: The board of directors may provide for a corporate seal. Such a seal would consist of two concentric circles containing the words “Texas Indo-American Physicians Society, Southwest Chapter” in one circle and the word “Incorporated” and the date of incorporation of the Corporation in the other circle.
13.6Power of Attorney: A person may execute any instrument related to the Corporation by means of a power of Attorney if an original copy of the power of Attorney is provided to the secretary of the Corporation to be kept with the Corporation records.
13.7Parties Bound: The bylaws shall be binding upon and inure to the benefit of the directors, officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the bylaws.
13.8Liaison with the Texas Indo-American Physician society (TIPS) The southwest chapter of TIPS (TIPS SW) shall be an integral part of the Texas Indo-American Physician society. All members of TIPS SW automatically become members of the above named societies