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By-Laws |
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ARTICLE I
Name of Organization
The name of the organization shall be the Greater Houston Business Ethics Roundtable,
Inc., hereafter referred to as GHBER.
ARTICLE II
Purpose
2.1 GHBER is a non-profit organization established exclusively for the purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code or corresponding section of any future Federal tax code ("Code").
2.2 The purposes of GHBER shall include:
a. Promoting ethical business practices and serving as a forum for the exchange of information and strategies regarding implementation, administration, and compliance of ethical business conduct programs.
b. Sponsoring roundtable discussions among members of sponsoring organizations and members of the community, who have an interest in maintaining ethical business structures.
c. Serving its members and the community.
d. Recognizing organizations, of any size, that are making a demonstrable effort to promote ethical business practices.
e. Educating the public and individuals and officers responsible for administering their organizations' ethics and compliance programs.
f. Promoting the study of business ethics in educational institutions by providing speakers and forums in which students can participate in discussions of ethical issues.
ARTICLE III
Duration
The duration of GHBER’s existence shall be perpetual.
ARTICLE IV
Powers
4.1 The powers of GHBER are as follows:
a. to solicit, accept and collect dues, donations and contributions in cash or property, real, personal or mixed;
b. to acquire by purchase, lease, contract or otherwise, any property, real, personal or mixed; and
c. to do any and all such further acts and to exercise any and all such further powers as may be necessary, incidental, conducive, appropriate or desirable for the accomplishment of, carrying on of, or attainment of, all or any of the objectives or purposes enumerated in these By-Laws; and to have and to exercise all the powers conferred by the laws of the State of Texas upon charitable organizations, as such laws are now in effect or may at any time hereafter be enacted or amended.
4.2 Notwithstanding any other provision of these By-Laws, GHBER shall not carry on any other activities not permitted to be carried on (i) by an organization exempt from Federal income tax under Section 501(c)(6) of the Internal Revenue Code, or the corresponding section of any future tax code, or (ii) by an organization contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code, or the corresponding section of any future tax code.
ARTICLE V
Policies
The following are the basic policies of GHBER:
a. GHBER shall be noncommercial, nonsectarian and nonpartisan.
b. GHBER shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
c. The Board of GHBER shall approve all fund raising projects and shall implement such fund raising activities as are required to meet the budget needs of GHBER.
ARTICLE VI
Offices
6.1 Principal office. The address of GHBER's principal office in Texas shall be Ethics and Compliance, 1001 Louisiana, Houston, TX 77002. GHBER may have such other offices as the Board may determine. The Board may change the location of any office of GHBER.
6.2 Registered office. GHBER shall maintain a registered office in Texas. The initial registered office shall be as designated in the Articles of Incorporation. The Board may change the registered office as permitted in the Texas Non-Profit Corporation Act.
ARTICLE VII
Registered Agent
7.1 GHBER shall maintain a registered agent in Texas. The initial registered agent of GHBER shall be as designated in the Articles of Incorporation.
7.2 The Board may change the registered agent as permitted in the Texas Non-Profit Corporation Act.
ARTICLE VIII
Membership
8.1. Membership in GHBER is open to any company, group, organization or individual, pending approval by the Membership Committee. There will be four types of membership: Sponsoring, Educational, Individual and Emeritus.
8.2. GHBER does not anticipate refusal of any membership applications or renewals, but does, however, reserve the right to refuse or suspend membership privileges. Such a decision will be based on majority vote of GHBER Board of Directors. The reasons for such a decision will be provided to the individual or organization concerned.
8.3 An organization or individual will be notified at least thirty (30) days before GHBER Board of Directors votes on the refusal or suspension of membership of the organization or individual. The thirty (30) day notification will allow the organization or individual concerned the opportunity to submit favorable evidence for the Board's consideration.
8.4 Educational members are faculty, administrative personnel and students of any educational institution.
8.5 The Board may recognize members who have been members for at least five years and have actively participated in the activities and programs of GHBER as Emeritus Members.
ARTICLE IX
Dues
9.1 A Sponsoring Member shall pay $500 per year in dues. A Sponsoring Member may designate up to two individuals to be its members. If there are more than two individuals from a Sponsoring Company that desire to be a member, each individual over two shall pay individual dues of $50 per year.
9.2 An individual member shall pay $100 per year in dues.
9.3 Educational and Emeritus members shall pay $50 per year in dues.
9.4 The Board of Directors may set and change the annual dues payable at the beginning of each calendar year.
9.5 If a member joins after March, the dues for the year shall be prorated on a quarterly basis as follows:
| Joins |
Dues |
| April-June |
75% of annual |
| July-September |
50% of annual |
| October-December |
25% of annual |
ARTICLE X
Member Meetings
10.1 Annual meeting. The members shall have an annual meeting during the first quarter of each year. This meeting may be held in conjunction with a GHBER program or other GHBER meeting. The date and time of such annual meeting shall be set by the Board of Directors and shall be communicated in writing to the members at least thirty (30) days prior to the meeting.
10.2 Election. At the annual meeting the members shall vote on the slate of members who have been nominated to serve on the Board of Directors and as officers of GHBER.
10.3 Special meetings. The members shall have such other meetings as may be called by the Board of Directors. The Board shall furnish the members with at least thirty (30) days written notice prior to any such meeting.
10.4 Proxies. The members may vote by proxy on any matter on which the members are entitled to vote at either an annual or special meeting.
ARTICLE XI
Board of Directors
11.1. GHBER's affairs shall be managed by its Board of Directors. The Board shall consist of a minimum of eight (8) and a maximum of twelve (12) members, one of which shall be the President.
11.2 Only a member of GHBER may be a Board member.
11.3 Board member candidates will be elected on record and acknowledged by majority vote of the general membership attending the annual meeting. In the event an election dispute arises, the current Board members will continue to serve until the election is settled for the disputed position(s).
11.4 The President shall be the Chair of the Board.
11.5 The term of office for the members elected to the Board of Directors is for two (2) years. A Director may be elected for more than one consecutive term.
11.6 A Board member who does not maintain GHBER membership must resign from the Board.
11.7 The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may remove a Board member for conduct that the Board deems detrimental to the objectives or interests of GHBER, or in violation of its Articles of Incorporation, By-Laws, code of ethics, or rules and regulations, provided the Board member is given notice of the proceedings and an opportunity to be heard in his or her own defense.
11.8 The Board of Directors shall appoint a new Board member to complete the term of a member who is removed, dies or resigns.
11.9 The Board of Directors, to the greatest extent possible, shall represent organizational and individual diversity of the GHBER membership.
ARTICLE XII
Board Meetings
12.1 Regular meetings. The Board of Directors shall meet at least once per quarter during the year. The Chair shall set the date of the first meeting each year. The Board at the first Board meeting each year shall set the date of the other quarterly meetings.
12.2 Special meetings. The Chair may call special meetings as needed.
12.3 Meeting notices. The Chair shall provide written notice of any meeting at least five (5) days in advance, by mail, e-mail, or fax.
12.4 Attendance at the meeting shall constitute waiver of notice except where a Director attends the meeting with the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
12.5 The Directors present at any meeting shall constitute a quorum for purposes of transacting any business.
12.6 Any action by the Board will require a majority vote of the Directors present.
12.7 The Board of Directors, or any committee of GHBER, may hold a meeting by telephone conference call in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of a person in a conference call meeting constitutes presence of that person at the meeting.
12.8 Any decision required or permitted to be made at a meeting of the Board of Directors, or any committee of GHBER, may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by at least the number of Directors or committee members that would be necessary to take that action at a meeting at which all of the Directors or committee members were present and voted. The original signed consents shall be placed in the Corporation minute book and kept with GHBER's records.
12.9 A telegram, telex, cablegram or similar transmission by a Director, or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a Director shall be regarded as signed by the Director for purposes of this Article.
Article XIII
Officers
13.1 The officers of GHBER shall consist of a President, a President-Elect, a Secretary, and a Treasurer. The Board may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the additional positions.
13.2 Only a member may be an officer of GHBER.
13.3 Candidates for the offices of President-Elect, Secretary and Treasurer will be presented at the annual meeting by the Nominating Committee. Members may also nominate candidates from the floor at the annual meeting.
13.4 Officer candidates for President-Elect, Secretary and Treasurer will be elected on record and acknowledged by majority vote of the general membership attending the annual meeting. In the event an election dispute arises, the current officers will continue to serve until the election is settled for the disputed position(s).
13.5 The President-Elect will become the President at the end of his/her term as the President-Elect. If the President-Elect cannot serve as the President at the end of his/her term as President-Elect, a candidate for President will also be presented to the annual meeting and elected as provided in 13.3.
13.6 Each officer shall assume his/her duties on April 1 each year and shall serve for a term of two years or until a successor is elected.
13.7 The President may serve only one (1) consecutive term. All other officers may serve only two (2) consecutive terms in the same office.
13.8 A person may serve in more than one office, except the President and the Secretary must be separate persons, and may serve as an officer and committee chair if no one else will fill the offices or chairs.
13.9 In the event an office (except President) or committee chair is vacated, the Board shall appoint a member to complete the term. In the event the office of President is vacated, the President-Elect shall become the President and the Board shall appoint a member to fill the office of President-Elect.
Article XIV
Duties of Officers
14.1 The President shall;
a. be the Chair of the Board;
b. provide leadership to GHBER;
c. conduct the scheduled and special meetings of GHBER and the Board;
d. prepare the written agenda for the Board and GHBER members' meetings;
e. approve for payment any bills and charges;
f. sign or countersign checks in the absence of the Secretary or Treasurer;
g. sign contracts and letters of agreement with the approval of the Board;
h. represent, or appoint someone to represent, GHBER at an outside function; provided nothing shall be undertaken in the name of GHBER without prior approval of the Board;
i. maintain liaison with other professional associations in the Houston area;
j. be an ex officio of all committees;
k. chair the Nominating Committee; and
l. perform other duties as required.
14.2 The President-Elect shall:
a. act in the absence of the President;
b. assist the President as requested;
c. in the absence of the President, approve for payment any bills and charges
d. advise the presiding officer on questions of parliamentary law and method of procedure; and
e. perform other duties as assigned by the Board or President.
14.3. The Secretary shall:
a. act as Secretary of all meetings of the Board of Directors and members;
b. prepare a permanent, paper record copy of all minutes including the quarterly Treasurer's report for archive purposes;
c. be responsible for all GHBER correspondence;
d. sign checks in the absence of the Treasurer and countersign checks in the amount of $1,000.00 or more;
e. serve on the Nominating Committee; and
f. perform all duties customarily assigned to the office of Secretary or assigned by the Board of Directors.
14.4. The Treasurer shall:
a. have the custody of all funds of GHBER;
b. keep books of accounts and records including bank statements, receipts, budgets, invoices, paid receipts and canceled checks for seven years or permanently if required by law, such as the IRS Form 990;
c. present any unapproved bills or charges to GHBER Board at the next Board meeting;
d. make disbursements as authorized by the Board in accordance with the budget adopted by GHBER;
e. keep a list of all money appropriated but not yet paid;
f. present a current Treasurer's report at each regularly scheduled Board meeting and at each members' meeting;
g. prepare a permanent, paper record copy of each quarterly Treasurer's report for delivery to the Secretary;
h. prepare the proposed annual budget for GHBER and submit this budget to the Board for approval at the last quarterly meeting each year;
i. sign checks in an amount less than $1,000.00 and countersign checks in an amount of $1,000.00 or more;
j. maintain the necessary bank accounts for GHBER;
k. accurately and timely file all necessary tax returns, forms to change the registered agent and registered office and any other governmental forms;
l. prepare and send out dues notices to each member in the fourth quarter of each year for the next year's membership;
m. serve on the Nominating Committee; and
n. perform all duties customarily assigned to the office of the Treasurer or assigned by the Board of Directors.
Article XV
Committees
15.1 The committees of GHBER shall include the Nominating Committee, Membership Committee, and Programs Committee. The Board may form any special committees deemed necessary.
15.2 The Chairperson of each of the committees other than the Nominating Committee shall be elected by the Board of Directors. The President will chair the Nominating Committee.
15.3 Membership of each of the committees other than the Nominating Committee shall be determined by the Board. Such appointments shall be determined by volunteers and their interests in serving on a particular committee. The number of committee members will be determined by the Board.
15.4 The Nominating Committee shall consist of the President, Secretary, Treasurer, Membership Committee Chair, and two members at large.
15.5 The committees will determine their meeting dates, times, and places.
Article XVI
Duties of Committees
16.1 Nominating Committee. The Nominating Committee shall:
a. annually, and prior to the annual meeting, propose a slate of candidates to fill the open officer and Board members' positions;
b. send the slate of officer and Director candidates to all members at least two (2) weeks prior to the annual meeting; and
c. present the slate of candidates for officers and Directors for approval and ratification by majority vote at the annual meeting.
16.2 Membership Committee. The Membership Committee shall:
a. plan and coordinate a membership campaign;
b. create and update GHBER membership list;
c. maintain a database of all GHBER members which shall include the names, addresses, telephone numbers of all members, including the representative members of the Sponsoring Members;
d. identify and work with university liaisons; and
e. be responsible for the preparation, publication and distribution of GHBER directory.
16.3 Programs Committee. The Programs Committee shall:
a. schedule seminars and other public programs that promote ethical business practices;
b. secure speakers for each of the seminars or programs;
c. obtain a gift for each non-GHBER member speaker;
d. develop presentations for external programs; and
e. develop database of speakers and topics.
Article XVII
Administration
17.1 The Board of Directors may retain the services of full-time (or part-time) support to assist in the administration and functioning of GHBER. Such services may include retaining a full-time Executive Director, or similar position, designated to assist in implementing the directives, decisions, and policies of the Board of Directors. The duties would specifically pertain to administration, personnel publications, and other forms of communication, seminars, professional development, the annual awards meeting, membership, and education.
17.2. The Executive Director shall report to the Chair and shall have full responsibility for all personnel matters associated with the Executive Director's office. The Executive Director shall have direct communication and administrative linkage responsibilities with all affiliate organizations.
Article XVIII
Miscellaneous
18.1 Contracts. The Board of Directors may, by written means, authorize any officer or officers or any Board member to enter into any contract on behalf of GHBER.
18.2 Checks, Drafts, etc. All checks, drafts and other orders for payment of money shall be paid as provided in these By-Laws or as authorized by Officers designated by the Board.
18.3 Gifts. The Board of Directors may accept on behalf of GHBER any contribution, gift bequest or devise for general purposes or for any special purpose of GHBER.
18.4 Books. There shall be kept, at such place as may be designated from time to time by the Board of Directors, correct books of account of the activities and transactions of GHBER. The records shall include, at a minimum, a minute book that shall contain a copy of the Certificate of Incorporation, these By-Laws, a list of the names and addresses of the Directors, officers and committees and all minutes of the Board of Directors' meetings. GHBER shall also keep a record of all rulings, letters and other documents relating to GHBER's federal, state and local tax status.
18.5 Fiscal Year. The fiscal year shall be in accordance with the calendar year.
18.6. Compensation. Officers and Directors shall not receive compensation for their services but can receive reimbursements for expenses and can be engaged to perform other services for GHBER as long as the compensation is reasonable, and not excessive, as that term is used in Section 4941 (d) (2) (E) of the Internal Revenue Code.
18.7 Bank accounts.
a. The GHBER Treasurer shall maintain an account only in FDIC-insured financial institutions.
b. To the extent possible, any GHBER account will not be subject to any fees.
c. All checks in the amount of $1,000.00 or more issued by GHBER shall be signed by two of the following: President, Secretary, or Treasurer.
18.8 Tax-exempt status. GHBER shall maintain tax-exempt status under Section 501(c)(6) of the United States Internal Revenue Code.
18.9 No Benefit of Earnings. No part of the net earnings of GHBER shall inure to the benefit of, or be distributed to, its members, officers, Directors or other private persons, except GHBER shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.
18.10 Debt liability. Liability for debts of GHBER shall be limited to the property of GHBER.
18.11 Loans. No loan shall be contracted on behalf of GHBER and no evidence of
indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Such authority may be general or confined to specific instances.
18.12 Headings. The headings used in these By-Laws are used for convenience and shall not be considered in construing the terms of these By-Laws.
18.13 Gender. Wherever the context requires, all words in these By-Laws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.
Article XIX
Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall be used to conduct all meetings and shall govern GHBER in all cases in which they are applicable and in which they are not in conflict with these By-Laws or the Articles of Incorporation.
Article XX
Indemnification
20.1 To the extent permitted by law, GHBER shall indemnify any one or more of its Directors or former Directors, officers or former officers, committee members or former committee members who was, is, or may be named defendant or respondent in any action, suit or proceeding or any inquiry or investigation as a result of his or her acts or omissions within the scope of his or her official capacity in GHBER.
20.2 The indemnity under these By-Laws includes indemnity against judgments, penalties (including excise and other taxes), fines, settlements and reasonable expenses (including attorney's fees) actually incurred in connection with such an action, suit or proceeding or any inquiry or investigation.
20.3 GHBER shall indemnify a person only if he or she:
a. acted in good faith;
b. reasonably believed, in the case of conduct in his/her official capacity that his/her conduct was in GHBER's best interest;
c. reasonably believed, in all other cases, that his/her conduct was at least not opposed to GHBER's best interest; and
d. in the case of any criminal proceeding had no reasonable cause to believe his/her conduct was unlawful.
20.4 GHBER shall not indemnify a person who is found liable to GHBER or is found liable to another on the basis of improperly receiving a personal benefit from GHBER. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted.
20.5 Before GHBER may pay any indemnification expenses (including attorney's fees), GHBER must specifically determine (by majority vote of the members at a special meeting called for this purpose) that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable.
Article XXI
Distribution of Income
Upon the dissolution of GHBER, the Board of Directors, after paying or adequately providing for the debts and obligations of GHBER, shall distribute the remaining assets to one or more non-profit funds, foundations or organizations which have established their tax exempt status under Section 501 (c)(6) of the Internal Revenue Code.
Article XXII
Amendments to By-Laws
22.1 The members may amend these By-Laws at any regularly scheduled meeting of GHBER by a two-thirds vote of the members present and voting. Notice of the proposed amendment shall have been sent to the members at least fifteen (15) days prior to the meeting at which the vote is taken.
22.2 The members may appoint a committee to submit a revised set of By-Laws as a substitute for the existing By-Laws only by a majority vote of GHBER members, or by a two-thirds vote of the Board. The members shall adopt any revised By-Laws in the manner provided in 22.1.
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