College of Technology
As ratified by the University of Houston Technology Alumni Board July 12, 1993
As amended by the University of Houston Technology Alumni Board April 3, 2003
BYLAWS OF THE UNIVERSITY OF HOUSTON,
TECHNOLOGY ALUMNI ASSOCIATION
ARTICLE I - NAME
The name of this organization is "UNIVERSITY OF HOUSTON TECHNOLOGY ALUMNI ASSOCIATION", here in after referred to as the "Association."
ARTICLE II - OFFICES
Section 1. The principal office of the Association in the State of Texas shall be located in the City of Houston, County of Harris. The Association may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Association may require from time to time.
Section 2. The Association, as a constituent member of the University of Houston Alumni Organization, shall have and continuously maintain an office in the State of Texas, county of Harris, as required by the Texas Non-Profit Corporation Act. The office may be, but need not be identical with the University of Houston Alumni Organization in the State of Texas. The address of the office may be changed from time to time by the Association's Board of Directors.
ARTICLE III - PURPOSE
The purpose of this Association is to aid, develop, and advance education and research relating to the study, teaching, and practice of technology, and to make donations, gifts, contributions, and loans to and for the use of organizations related to the UNIVERSITY OF HOUSTON, COLLEGE OF TECHNOLOGY. This Association will also promote closer fellowship among the alumni and present students of the University of Houston.
ARTICLE IV - MEMBERSHIP
Section 1. Member: All persons who shall have been a graduate of the University of Houston, College of Technology including former students of the University of Houston, College of Technology, who are no longer classified as an undergraduate student of the University of Houston, College of Technology, and have paid the annual dues fee, established by the Board of Directors of the Organization to the Organization, shall be considered a member. The following persons shall be eligible to become Annual Members of the Organization:
Any person who has been awarded a degree from the University of Houston, College of Technology;
Any person who has attended the University of Houston, College of Technology, as a student for at least one (1) semester and completed satisfactorily a minimum of three (3) semester hours credit;
Any person who has completed a certification program of the University of Houston, College of Technology, Division of Continuing Education.
Section 2. Joint Active: When a husband and wife individually are eligible for membership and one or the other has paid the annual dues fee established from time to time by the Board of Directors of the Organization they shall be considered "Joint Active" members and are entitled to hold elective office.
Section 3. Life Members: Those persons designated as Life Members who have fulfilled or who are fulfilling their financial obligations currently shall be considered active members. Any person who qualified as a "Member" in accordance with Article IV, Section I of these bylaws and who pays for or is paying for a life membership in the Association shall be accorded the status of "Life Member" and be entitled to hold elective office in the Association. The Organization's Board of Directors may confer Life Membership without payment of a fee, on any graduate who has been an outstanding student or rendered outstanding service to the University of Houston, College of Technology, or to the Association.
Section 4. Affiliated Members: Persons who are otherwise ineligible for Annual Membership and who have demonstrated an interest in the University of Houston, College of Technology, or the Association may become Affiliated Members with the approval of the Organization's Executive Vice President, upon payment of such dues, designated Affiliated Annual Membership Dues, as established from time to time by the Board of Directors. Such Affiliated Members are entitled to all benefits and privileges of the Organization except that they may not hold elective office.
Section 5. Honorary Members: The Organization and/or the Association may confer Honorary Membership to those persons who shall have rendered exceptional service to the University of Houston, College of Technology. Such "Honorary Members" are not entitled to receive any benefits of the Organization nor will they be accorded Organization membership status.
Section 6. Student Members: A student member is a person currently enrolled as an undergraduate in the University of Houston, College of Technology. Student members are non-voting members.
Section 7. Membership in this Association is not transferable and may not be assigned.
ARTICLE V - BOARD OF DIRECTORS
Section 1. Responsibilities of the Board of Directors: The business, property, and affairs for the Association shall be managed by the Board of Directors, which shall set the policy for the management of the business, property and affairs of the Association. The Board of Directors shall direct the matters of general policy of the business and affairs of the Association, and shall exercise all the powers that may be exercised or performed by a corporation under the laws of the State of Texas and by these Bylaws.
Section 2. Board of Directors: The Board of Directors shall consist of not less than eighteen (18) active members including the immediate Past President.
Section 3. Terms of Office: The elected Association Board Members shall serve for a period of three (3) year terms. Terms shall be arranged so that one-third (1/3) of the directors are elected each year. Except that the immediate Past President as Chairman of the Board shall serve one (1) year or until his/her successor shall qualify. The term of each Board Member shall commence on September 1 through August 31 of the third year.
A person elected President Elect for a term beginning in the year after his/her term as Director has expired shall be designated as an additional director during each successive year served as President Elect and as President and Chairman,
Directors shall assume their respective terms on September 1 following their election and shall hold office until their terms expire and until their successors shall have been elected and qualified.
Section 4. Meetings: Regular meetings of the Board of Directors shall be held at least twice a year at such times and places as a majority of the Directors may from time to time decide. In addition, meetings may be called by the President at any time, upon sufficient notice to the members of the Board of Directors.
The Directors shall designate the time and place to hold a regular or special meeting for the purpose of electing officers for the administrative year beginning June 1 of each year. This meeting shall be held not later than thirty (30) days after the annual election of Directors.
The Board of Directors may provide by resolution the time and place of additional meetings of the Board. c. Special meetings of the Board of Directors may be called by or at the request of the President or any six (6) Directors. The person or persons authorized to call special meetings of the Board may choose any location, as the place for holding any special meeting of the Board called by them.
Section 5. Vacancies: Any vacancy occurring in the Board of Directors shall be filled by the vote of a majority of the remaining Directors though less than a quorum, at a regular or special meeting called for that purpose. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office and shall serve until his/her successor shall have been elected or qualified.
Section 6. Quorum: The Board of Directors, consisting of at least one third (1/3) of the Board membership, shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting, at which a quorum is present, shall be the act of the Board of Directors. If less than a majority of the Directors are present at said meeting, a majority of Directors present may adjourn the meeting from time to time without further notice.
Section 7. Removal from Office: Any Director may be removed from his/her position as Director for cause at any meeting, special or regular, if notice of intention of the purpose of removing the director shall have been one of the stated purpose for calling the meeting and the vote for removal shall be two-thirds (2/3) vote of the members of the Board of Directors present and voting. Any Board member may be removed from the Board of Directors due to Absence at two (2) consecutive Board of Directors meetings or fifty (50) percent of the Board meetings in a fiscal year unless he/she has notified the Secretary in advance that he/she will be absent for reasonable cause. The determination of the Board of Directors as to what constitutes reasonable cause shall be final.
Section 8.: Board of Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum for expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board.
Section 9.: Board of Directors may reimburse any approved expenditure by any active member of the Association by a 2/3 majority vote at an established meeting of the Board of Directors.
Section 10.: Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
Section 11.: Each Director is entitled to one (1) vote, and must be present at the meeting to exercise his/her vote except as to the conditions in Section 10. All meetings of the Directors, annual, regular or special, or any portion thereof, may be closed to all persons other than Directors at the discretion of the majority of the Directors. At all open meetings of the Directors, no persons in attendance other than Directors may speak for or against any issue, or question any Director, or bring up any subject or topic, or participate in any manner as Directors. The Board of Directors may from time to time prescribe additional rules or methods of procedure as may be deemed expedient or proper.
Section 12.: The Board of Directors, in its sole discretion, may designate certain persons who have demonstrated a commitment to the University and the University of Houston Technology Alumni as ex-officio members of the Board without the privilege of making motions or voting.
ARTICLE VI - OFFICERS
Section 1. Number: The officers of the Association shall consist of a President, President Elect, Vice President-Programs, Vice President-Membership, Secretary and Treasurer.
Section 2. Term: All Officers shall be elected from the membership for a term of (1) year commencing on the first (1st) day of September, except that the President Elect shall automatically become President for the following year. In the event that the President Elect position be vacant at the time of the election, both the President and the President Elect shall be elected from the membership for a term of one (1) year commencing on the first (1st) day of September. An elected Officer may not be elected to succeed himself/herself in the same capacity for more than two (2) consecutive terms. Upon completion of his/her term of office, the President shall automatically become the immediate Past President.
Section 3.: The administrative year of an office shall run from September 1 through August 31 of the following year.
Section 4. Vacancies: A vacancy in the office of President shall be filled by the Vice President- Programs. If a vacancy occurs in both the office of President and Vice President-Programs, the Secretary shall call a meeting of the Board of Directors, to fill the un-expired term of President. Appointments to other vacancies among the officers shall be made by the President with the approval of the Board of Directors. Persons appointed to fill vacancies shall serve for the remainder of the un-expired term.
Section 5. President: The President shall be the principal executive officer of the association and shall in general supervise and control all of the business and affairs of the association. He shall preside at all meetings of the members, the Executive Committee, and of the Board of Directors. In the absence of the President or in the event of his/her inability or refusal to act, the Vice President-Programs, 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.
Section 6. Vice Presidents: The Vice Presidents shall oversee various committees which have been assigned to them and are responsible for the action of such committees.
Section 7. Secretary: When acting as Secretary, he/she shall keep the minutes of the Association and keep a record of all proceedings of every meeting of the members and of the Board of Directors. They shall attend to correspondence, keep a roll of the members, and shall be custodian of the records.
Section 8. Treasurer: As Treasurer, he/she shall have charge of all monies and books of accounts of the Association and shall render monthly reports and accounting thereof at the biannual meeting and at such other times when requested by the Board of Directors of the Association. An audit of the books will take place at the request of the Board of Directors of the Association.
Section 9. Removal from Office: Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served.
Section 10.: The incoming President may call a meeting of the Board-Elect to fill any vacancies on the Board-Elect.
Section 11.: Each retiring officer shall deliver to his/her successor all records and property of the Association that may be in his/her possession not later than thirty (30) days after his/her retirement.
ARTICLE VII - COMMITTEES
Section 1.: The executive committee shall be composed of the officers of the Association. The President shall be Chairman of the Executive Committee. It shall set its own rules, and shall be vested with the powers to act for the Board of Directors in the interim between meetings of the Board of Directors unless such powers are restricted by act of the Board of Directors and provided, however, that the Executive Committee shall not have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of such committee or any director or officer of the Association.
Section 2.: Duties and responsibilities of committees shall be such as are prescribed from time to time by the President of the Board of Directors.
Section 3.: Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the original appointments.
Section 4.: Unless otherwise provided, 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.
Section 5.: Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors. It shall keep minutes of its meetings and a copy of the minutes shall be forwarded to the Secretary and President within ten (10) days after such meeting.
Section 6.: Each Director shall serve on a minimum of one (1) committee of the Association. Participation in Committee activities shall be considered when evaluating the continued service of each Director.
ARTICLE VIII - GENERAL MEMBERSHIP MEETINGS
Section 1. Meetings: The annual meeting shall be held at such time and place as the Officers and Board of Directors of the Association shall determine. Special meetings of the members may be called by the Officers and Board of Directors of the Association at any time, upon sufficient notice to the members.
Section 2. Notice of Meetings: Written notice of all meetings, biannual or special, stating the place, day, and hour of such meetings and the purpose or purposes for which the meeting is called, shall be given to each member of record. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to member at his/her address as it appears on the books of the Association, with postage thereon paid.
Section 3.: The vote of the majority shall be sufficient to discharge any business brought up by the Board of Directors.
ARTICLE IX - REPRESENTATIVES OF THE ASSOCIATION TO THE UNIVERSITY OF HOUSTON ALUMNI ORGANIZATION BOARD OF DIRECTORS
Section 1.: The Association can nominate its active members for a place on the Organization's Board of Directors.
Section 2.: The Association will elect a person every three (3) years, to serve as a member of the Organization's Board of Directors. That person can hold office in the Organization.
ARTICLE X - NOMINATIONS AND ELECTIONS
Section 1. Nominating Committees: A nominating committee consisting of not less than three (3) and not more than five (5) members shall be appointed by the President with the advice and consent of a quorum meeting of the Board of Directors.
Section 2. Nominations: The nominating committee shall nominate at least one (1) candidate for each Officer of the Board, except the President. If the office of President Elect is vacant at the time of nominations then the nominations committee shall nominate a candidate for President. A list of candidates nominated by the nominating committee shall be presented to the Board of Directors thirty (30) days prior to the May meeting. Nominations may be made by petition signed by at least ten (10) members and filed with the Secretary at least forty-eight (48) hours prior to the May meeting. Each candidate must file his acceptance of candidacy in writing prior to the election. No one may be a candidate for more than one position.
Section 3. Nominating Committee: Prior to each annual election of the Association, the President shall appoint, with the advice and consent of a quorum meeting of the Board of Directors, three (3) to five (5) active members of the Association to be known as the "Electoral Committee." No member of the Electoral Committee shall be considered eligible to run for office on the ballot for which the committee is responsible. One of the members of the committee shall be elected Chairperson by the committee. Their charge is to validate the vote and report the results to the President and membership of the Association.
ARTICLE XI - CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1.: The Board of Directors may authorize any officer or officers, of the Association, 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 the behalf of the Association, and such authority may be general or confined to specific instances.
Section 2.: All checks, drafts or orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Association shall only be signed by the President or Treasurer and in such manner as shall from time to time be determined by the resolution of the Board of Directors. In the absence of such determination by the Association's Board of Directors, such instruments shall be authorized by the Treasurer or the President of the Association.
Section 3.: All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories managed by the Organization.
Section 4.: The Board of Directors may accept on behalf of the Association any contribution, gift or device for the general purposes or for any special purpose of the Association provided said contribution, gift or device does not unduly obligate the Association or incur risks or liabilities for the Association or the Organization.
ARTICLE XII - MISCELLANEOUS
Section 1. Execution of Instruments: When the execution of any contracts, conveyance, or other instruments requires authorization by the executing officers, the President, Vice President-Programs, and the Secretary are all required in order to execute the same in the name and on behalf of the Association. The Board of Directors shall have authority to execute any instrument on behalf of the Association.
Section 2. Fiscal Year: The fiscal year of the Association shall be from January 1 - December 31.
ARTICLE XIII - DISSOLUTION
In the event of dissolution of the Association, voluntary or otherwise, any monies, securities, or properties of whatsoever nature or kind remaining after the discharge of all indebtedness of the Association shall be distributed to and inure to the benefit of the University of Houston Alumni Organization, located in Houston, Texas, County of Harris.
ARTICLE XIV - PARLIAMENTARY AUTHORITY
The rules contained in Robert's RULES OF ORDER NEWLY REVISED shall govern the Association in all cases to which they are applicable other than any special rules of order which the Association may adopt.
ARTICLE XV - AMENDMENT
Section 1.: These bylaws may be amended, altered, changed, added to, or repealed by one or more of the following methods:
By an affirmative vote of two-thirds (2/3) of all the members of the Board of Directors.
By the affirmative vote of a majority of the members present entitled to vote at any biannual or special quorum meeting of the members if thirty (30) days' written notice of the proposed amendment, alteration, change, addition, or repeal be contained in the notice of the meeting.
By written petition signed by at least twelve (12)members setting forth the proposed amendment, alteration, change, addition, or repeal which must be delivered to the Board of Directors prior to any biannual meeting. Upon receipt of the petition, the proposed amendment, alteration, change, addition, or repeal must be submitted by the Board of Directors to the members in accordance with the provisions of Clause (B), Article XV.
ARTICLE XVI - ASSOCIATION BYLAWS
The Association Bylaws must be in conformity with the Organization's Bylaws. Any inconsistency between the two sets of Bylaws shall be settled in favor of the Organization's Bylaws.