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NTM Scholarship Foundation, Inc. |
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Bylaws OF NTM SCHOLARSHIP Foundation A TEXAS NON-PROFIT CORPORATION
ARTICLE I. OFFICES AND AGENT
1.01. Principal Office. The principal office of the Foundation in the State of Texas shall be located in the City of Dallas, County of Dallas. The Foundation may have such other offices, either within or without the State of Texas, as the Board of Trustees may determine or as the affairs of the Foundation may require from time to time. 1.02. Registered Office and Registered Agent. The Foundation shall have and shall continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal of office of the Foundation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Trustees.
ARTICLE II. BOARD OF TRUSTEES
2.01. General Powers. The affairs of the Foundation shall be managed by its Board of Trustees. 2.02. Number, Tenure, and Qualifications. The number of Trustees shall be not less than three. The Board of Trustees may increase the number of Trustee positions by majority vote in accordance with this Article II. Each Trustee other than the President, Vice President and Secretary/ Treasurer shall hold office for a term of one year or until a successor shall have been elected or appointed and qualified, unless otherwise provided for in these Bylaws. The President, the Treasurer and Scholarship Committee Chairman of North Texas Mensa shall be appointed as Trustees of the Foundation for terms concurrent with their term in those positions, should they agree to serve. Trustees need not be residents of Texas. 2.03. Election of Trustees. Except as otherwise provided for in these Bylaws, Trustees, other than the original Trustees named in the Foundation's articles of incorporation, shall be elected by the members pursuant to Article XI, and shall be Trustees for the term prescribed in such section. 2.04. Regular Meetings. Regular meetings of the Board of Trustees shall be held at least once every two months at such time and place as the Chairman of the Board of Trustees shall designate. The Board of Trustees may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution. 2.05. Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the President or any two Trustees. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them. 2.06. Notice. Notice of any special meeting of the Board of Trustees shall be given at least four days previously thereto by written notice delivered personally or sent by mail or telegram to each Trustee at his address as shown by the records of the Foundation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Trustee may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except when a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws. 2.07. Quorum. A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Trustees is present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice. 2.08. Manner of Action. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by law or by these Bylaws. 2.09. Vacancies. Any vacancy occurring in the Board of Trustees and any Trusteeship to be filled by reason of an increase' in the number of Trustees shall be filled by the Board of Trustees. A Trustee appointed to fill a vacancy shall be elected for the unexpired term of his predecessor in of office ice. 2.10. Compensation. Trustees shall not receive any salaries for their services, nor shall any officer, Trustee or member receive any remuneration or financial benefit of any kind as a result of membership or position. Nothing herein shall preclude a any member (other than a member of the Scholarship Committee described in Section 4.07) from receiving a scholarship granted by the Foundation if said scholarship is received in a "blind" competition with other eligible applicants. 2.11. Informal Action by Trustees. Any action required by law to be taken at a meeting of Trustees, or any action that may be taken at a meeting of Trustees, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by a majority of the Trustees. 2.12. Removal. Any Trustee may be removed by the Board of Trustees whenever in the Board's judgment the best interests of the Foundation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Trustee so removed. In addition, any Trustee may be removed from office by a recall initiative. Such initiative shall occur at a special meeting of the members of the Foundation called for such purpose; at least ten members of the Foundation must call such meeting.
ARTICLE III. OFFICERS
3.01. Officers. The officers of the Foundation shall be a President, a Secretary, and such other officers as may be selected in accordance with the provisions of this Article III. The Board of Trustees may create such other offices, including the offices of a Treasurer, one or more Vice-Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Trustees. Any two or more offices may be held by the same person, except the offices of President and Secretary. All elected officers shall also serve as Trustees of the Foundation. 3.02. Election and Term of Office. The officers of the Foundation shall be elected annually by the members in accordance with Article XI. New offices may be filled at any meeting of the members. Each officer shall hold of office until his successor shall have been duly elected and shall have qualified. 3.03. Removal. Any officer elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in the Board's judgment the best interests of the Foundation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the of officer so removed. In addition, any of officer may be removed from office by a recall initiative. Such initiative shall occur at a special meeting of the members of the Foundation called for such purpose; at least ten members of the Foundation must call such meeting. 3.04. Vacancies. A vacancy in any office because of death, resignation, disqualification, or otherwise may be filled by the Board of Trustees for the unexpired portion of the term. 3.05. President. The President shall be the principal executive officer of the Foundation and shall in general supervise and control all of the business and affairs of the Foundation. He may sign, with the Secretary or any other proper officer of the Foundation authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws or by statute to some other officer or agent of the Foundation; his power to authorize the disbursement of funds without Board approval is limited to $500.00, no other Trustee may make such authorization. In general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time. 3.06. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in order of their election), shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or the Board of Trustees. In the event the Foundation has no Vice President, the President shall designate another officer of the Foundation to act in the President's place in the event of the President's absence or inability to act. 3.07. Treasurer. If required by the Board of Trustees, the Treasurer, if any, shall give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board of Trustees shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any source whatsoever; deposit all such monies in the name of the Foundation into such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Trustees. 3.08. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Trustees in one or more books provided for that purpose; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of corporate records and of the corporate seal, if any; certify all documents requiring such certification, the execution of which on behalf of the Foundation is duly authorized in accordance with the provisions of these Bylaws; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Trustees. 3.09. Assistant Treasurers and Assistant Secretaries. if required by the Board of Trustees, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sum sand with such sureties as the Board of Trustees shall determine. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer, the Secretary, the President, or the Board of Trustees. 3.10. Chairman of the Board of Trustees. The Trustees, by majority vote of a quorum of the Trustees, shall appoint one of the Trustees to be the Chairman of the Board of Trustees, and such Chairman (or such other Trustee as the Chairman designates to serve in the Chairman's absence) shall preside at meetings of the Board of Trustees. The Chairman shall hold such position until his successor is appointed.
ARTICLE IV. COMMITTEES
4.01. Committees of Trustees. The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate and appoint one or more committees, each of which shall consist of two or more Trustees, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Trustees in the management of the Foundation. No such committee, however, shall have the authority of the Board of Trustees in reference to amending, altering, or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any Trustee or officer of the Foundation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another Foundation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Foundation; authorizing the voluntary dissolution of the Foundation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Foundation; or amending, altering, or repealing any resolution of the Board of Trustees that by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation of authority thereto shall not operate to relieve the Trustees, or any individual Trustee, of any responsibility imposed on it or him by law. 4.02. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. 4.03. Chairman. One member of each committee shall be appointed Chairman by the person or persons authorized to appoint the members thereof. 4.04. Vacancies. Vacancies in the membership *of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. 4.05. Quorum. Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. 4.06. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Trustees. 4.07. Scholarship Committee. The duties of this committee are to promote and coordinate the scholarship competition and to administer the distribution of The Foundation's scholarships. The promotion of the competition includes notifying the financial aid counselors of all of the more than 160 accredited secondary and post secondary schools in the NTM area of the requirements, rules and deadlines of each year's competition and enlisting their support in disseminating this information to the students. It also includes the writing of news releases and radio and TV public service announcements and prevailing on the various media to run them. Notification of those who have entered or expressed interest in the 3 previous year's competitions is required to maintain a large number of entrants. The creation and maintenance of databases which include all pertinent data on all applicants is required. All Information required of applicants and the additional information of whether or not they were disqualified, and the reason for disqualification, and the rank in which the applicant placed in the competition if not disqualified, shall be included in these databases. In the administration phase of the position the Chairman is to collect all applications, evaluate them for compliance with the rules of the competition, and select a committee to further evaluate the essays which qualify. On the basis of this evaluation the Foundation's scholarships will be awarded by Board of Trustees. The Chairman is to distribute the local scholarship funds. The Treasurer shall prepare a check made out jointly to the recipient and the college or university chosen which will be sent directly to the financial aid officer of the institution with instructions that the funds be disbursed directly to the school or to providers of books, supplies or college approved housing for the sole purpose of procuring these goods and services. The institution is to be advised that any funds unused during the scholarship period are to be returned to the Foundation. The Scholarship Committee Chairman is to advise the Board of Trustees on the size and number of awards to be made, but does not have the authority to make this determination. The Scholarship Committee Chairman is to perform such other tasks as may be assigned by the Board from time to time.
ARTICLE V. CONTRACTS, CHECKS, DEPOSITS, AND FUND
5.01. Contracts. The Board of Trustees may authorize any officer or officers, agent or agents of the Foundation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation. Such authority may be general or confined to specific instances. 5.02. Checks and Drafts. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Trustees. In the absence of such determination by the Board of Trustees, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President. 5.03. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositaries as the Board of Trustees may select. 5.04. Gifts. The Board of Trustees may accept on behalf of the Foundation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Foundation.
ARTICLE VI. BOOKS AND RECORDS
The Foundation shall keep correct and complete books of account and shall also keep minutes of the proceedings of the Board of Trustees and of committees having any of the authority of the Board of Trustees.
ARTICLE VII. WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Texas Non‑Profit Corporation act or under the provisions of the Articles of Incorporation or the Bylaws of the Foundation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE VIII. AMENDMENTS TO Bylaws
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the members present at any regular meeting or at any special meeting, if at least four days' written notice is given of an intention to alter, amend, or repeal these Bylaws or to adopt new Bylaws at such meeting.
ARTICLE IX. SEAL
The Foundation shall have no seal, unless the Board of Trustees shall adopt one.
ARTICLE X MEMBERS
The members of the Foundation shall be all members of North Texas Mensa who do not decline membership. In addition membership shall be open to any individuals who make application for membership and pay dues of $1,000.00 per year. A class of member titled Foundation Sponsor will consist of those individuals or Foundations who donate $50,000.00 or more or execute a will designating the Foundation as the recipient of an estate of such value. Each Foundation Sponsor will be appointed as a Trustee, or in the case of corporations or individuals making bequests, be allowed to appoint a Trustee to the Board of the Foundation. In the case of an individual who makes a bequest, the individual making the bequest shall be a member as long as the bequest stands, the Trusteeship, however, will go into effect upon settlement of the estate, the Trustee will be named in the will of the Foundation Sponsor. The term of a Trustee appointed in any of these manners will be a number of whole years equal to the value of the donation or bequest divided by $50,000. Any Trustee appointed as described in the article X will be subject to removal as provided for in article II, section 12.
ARTICLE XI ELECTION OF OFFICERS
11.01 Frequency. Elections of Officers shall be held annually. The President, Vice President, and Secretary/ Treasurer will have terms of three years, except that the original appointed President will be appointed for a term ending December 31, 1991, the original Vice President will be appointed to a term ending December 31, 1992 and the original Secretary /Treasurer will be appointed to a term ending December 31, 1993. An officer may be reelected to successive terms. 11.02 Nominating Committee. The nominating committee shall, no later than September 10, nominate one or more candidates for each elected position that has a term expiring during the current year. The membership of the Foundation shall be notified of these nominations by mail, with a postmark no later than October 1. Inclusion of this notification in the October newsletter of North Texas Mensa shall be deemed to meet the requirement for notification of all Foundation members who are also members of North Texas Mensa. 11.03 Additional Nominations. Additional nominations may be made in writing to any member of the election committee prior to November 1. Such nomination shall be made and subscribed by a member of the Foundation other than the nominee. 11.04 Nominating Statements. All nominations shall include a signed statement from the nominee expressing his willingness to be nominated and, if elected, to serve and discharge the duties of the office. 11.05 Nominee Eligibility. Candidates must be members of the Foundation in good standing to be eligible for nomination to office. No person shall be eligible for nomination to more than one office in the same election. A member accepting appointment to the Nominating Committee or accepting appointment to the Election Committee is not eligible for nomination to office in that election. 11.06 Voter Eligibility. Persons who are members of the Foundation according to the most current membership list provided by American Mensa, Ltd., are eligible to vote in any election or referendum. 11.07 Election Committee. The Election Committee shall be responsible for publishing an election code, conducting elections, preparing and distributing ballots, receiving and counting ballots, certifying the results, and overseeing the safeguarding of ballots. 11.08 Election Code. The Election Committee shall ratify an election code by September 10. If no election code is ratified by September 10, the election code for the previous year's election shall be in effect. Those sections of the election code pertaining to the duties of candidates shall be published in the October issue of the local newsletter. The election code shall not be changed between ratification and election, although the Election Committee shall make necessary decisions on its own initiative in the absence of specific direction. 11.09 Ballots. Ballots shall include all necessary voting instructions, including the deadline for receipt of ballots and the address where completed ballots are to be mailed. Ballots shall be mailed to all members of the Foundation either in the local newsletter or by mail posted at least 20 days prior to the deadline for return of ballots. The Election Committee (or Referendum Committee, in the case of a referendum) shall provide ballots to members who certify that they did not receive theirs by mail. 11.10 Ranking of Candidates. A. For each office, the voter shall rank the candidates numerically in order of preference by assigning the number "1" to the voter's first preferred candidate, "2" to the voter's second preferred candidate, and so on, until all candidates for the office have been ranked. The voter's ranking of the candidates for a given office must form and unbroken ascending sequence of positive integers, starting from one and incrementing by one, using the decimal system of counting, and must be written in standard Arabic numerals. Any such ranking which deviates from this shall be invalidated starting at that point within the ascending numeric sequence where the first omission, repeated number, or other departure from an unbroken sequence of integers occurs. B. In any race, if the voter chooses not to rank the candidates numerically, the voter may make a check, "X", or similar mark next to the name of only one candidate. Such mark will be counted as a number one vote for that candidate. 11.11 Returning of Ballots. Each voter shall mail his ballot in an envelope on which the voter's name and address are clearly legible in the upper voter's name and address are clearly legible in the upper left hand corner. The ballot may, at the voter's option, be sealed inside a blank envelope before being sealed in the mailing envelope. Ballots must be mailed to the Chairman of the Election Committee (or Referendum Supervisor, in the case of a referendum) and received no later than the deadline date shown on the ballot, which shall be December 20 in the case of elections. Ballots received after the deadline shall not be counted. Ballots must be counted within 3 days of the deadline date. 11.12 Counting of Votes. A. Uncontested races. Any unopposed candidate who receives at least one valid number‑one ranking shall be declared elected. B. Contested races. The counting of votes shall be conducted one office at a time, and each office shall be considered independently of all other offices. C. Elimination Procedure. 1. Assign each ballot to that candidate who, of all the candidates for the office being counted who are validly ranked on that ballot and who have not yet been eliminated, is ranked lowest numerically. 2. Of those candidates for the office being counted who have not yet been eliminated, eliminate the one who was assigned the fewest ballots in C.1. A tie for elimination shall be resolved by a random or pseudo‑random process, the outcome of which can neither be predicted or controlled by any party. 3. When, for the office being counted, all candidates but one have been eliminated, the one remaining candidate shall be declared elected. 11.13 Notification of Results. The Chairman of the Election Committee shall notify the President and all candidates of the election results prior to January 1. The report of the Election committee, including the names of the newly elected officers, shall be published in the local newsletter no later than the February issue. 11.14 Preservation of Ballots. All ballots, including invalid and late ballots, which shall be so marked, shall be preserved for a period of two months after the election. 11.15 Challenges. A. Any challenge to the election must be made to a member of the Election Committee prior to the February 1 following the election. B. Challenges must be adjudicated within 14 days of submission. C. While a challenge is being adjudicated, any actions of the Board of Directors in the meantime shall not be affected by the outcome of such challenge.
ARTICLE XII FINANCIAL REPORTS AND INFORMATION
The Treasurer shall prepare a financial statement for the Foundation within 30 days after the end of each calendar quarter, setting forth the financial condition of the Foundation as of the end of such quarter, and shall distribute same to all members of the Foundation within 60 days after the end of such quarter. All financial information pertaining to the Foundation shall be maintained in accordance with generally accepted accounting principles applicable to nonprofit corporations, and shall be available for inspection by all members during normal business hours, except that a member shall give the Treasurer four business days' notice of an intended inspection of such records.
CERTIFICATE OF Bylaws
The undersigned, Secretary of the NTM Scholarship Foundation, a Texas non-profit corporation, hereby certifies that the foregoing Bylaws constitute the Bylaws of NTM Scholarship Foundation as duly adopted by the Board of Trustees of such Foundation on the fifteenth day of August, 1990.
________________________________________ Colin Wedgwood Secretary/ Treasurer
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