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Constitution
Section 1. | This
organization will be called the International Telecommunications
Education and Research Association (“ITERA”). |
[Article II - Purpose]
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Section 1. | The
mission of ITERA is the advancement of telecommunications science
through excellence in research and education. Telecommunications
science is interdisciplinary, dealing with the technology, management,
and policy.
The clear lines and historic boundaries that ounce separated
telecommunications and information technology are disappearing. A
natural convergence of industries and information technologies are
blurring any remaining distinctions. To that end, all aspects of
telecommunications research and application are welcomed, including
wired and wireless telephone, the Internet, satellite communication,
cable television, data networks and others as we evolve. |
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Section 2. | The
goals of the organization include:
- Creating a forum for the exchange of information and ideas by
educators, researchers and professionals in the field;
- Creation and maintenance of special interest groups;
- Development of conferences, other meetings and events which create
learning and ideas exchange opportunities;
- Development and distribution of proceeding and other written content
through appropriate publications and electronic exchange;
- Recognition activities which highlight unusual and excellent achievements by students, educators and practitioners;
- Encouragement of discourse between telecommunication service providers, vendors, regulators, educators and users.
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Section 3. | The
purpose of this incorporation is to enhance and expand the telecommunications
science field throughout the State of Indiana, the United States
of America, and the world.
Said organization is organized exclusively for charitable, religious,
educational, and scientific purposes, including, for such purposes, the
making of distributions to organizations that qualify as exempt
organizations under section 501(c)(3) of the Internal Revenue Code, or
corresponding section of any future federal tax code. |
[Article III - Membership]
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Section 1. | Qualifications and Dues
Membership
may be obtained by individuals, members of higher education
institutions and businesses involved in telecommunication sciences and
related areas upon payment of annual dues for the designated membership
year in the amounts set forth in the Bylaws. |
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| | Initial dues, until modified by the board, shall be: |
| Individual Membership | $95 |
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| | Institutional Membership (includes 5 individual memberships) (1 voting member and 4 associate members) |
$395
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| | Pioneers Membership (1 voting member and 7 associate memberships) |
$1000 |
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| | Bronze Membership (1 voting member and 10 associate + bronze benefits package) |
$2000 |
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| | Student Member |
$35 |
Section 2. | Prerequisite to Participation
Participation
as an officer, committee member, or voting member in ITERA shall be
contingent upon valid membership, except in the case of special
committee members so designated by the President or his or her designee. |
[Article IV - Board of Directors]
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Section 1. | Function
and Authority
The affairs of this association shall be
managed by a Board of Directors of no less than 9 and no more than
17 which shall be the governing body of the association with power
to formulate policies of the association consistent with its purposes
and subject to any specific directions of the membership as adopted
at any duly held membership meeting. The Board of Directors shall
have authority to conduct all business pertaining to the association
between official meetings of the membership. The Board of Directors
shall be the custodian of the property of the Association and shall
assume responsibility for the management of its finances. The Board
of Directors may appoint an Executive to serve at the pleasure of
the Board of Directors. The duties and stipend of such Executive
shall be determined by the Board of Directors. |
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Section 2. | Number, Tenure, and Qualifications
The
Board of Directors shall consist of the Chair, the President, Vice
President/President-Elect, the Secretary, the Treasurer, the immediate
Past President, and 3-11 Directors, all of whom shall be elected in
accordance with the provisions of the Bylaws.
All Directors
shall be elected for a term of three (3) years after the founding board
terms expire. Newly elected Directors shall take office immediately
following the close of the Annual Meeting of the Association following
their election and serve until their successors are elected and
qualified. The one exception to the above is that one board member
position shall be a one-year Presidential appointee. His or her
appointment shall run concurrent with the President's term in office.
Ex officio Board Member
The President, with
concurrence of the Executive Committee, may add a non-voting ex officio
member to the board for a specified period of time, to provide a
specific service.
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Section 3. |
Initial Board of
Directors
The initial Board shall serve staggered 2 or 3 year terms to assure
stability in the start up period. All regular terms, excepting the
president's appointee, shall be for 3 years thereafter. The board
shall number 9-17 regular members. Until their successors are duly
elected and qualified, the Directors of this Association shall be
as follows: |
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Gantt, James |
Murray State University |
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Gershon, Richard (President) |
Western Michigan University |
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Kidder, Mary Lou |
Sauk Community College |
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Rawles, Phil (Treasurer) |
Purdue University |
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Reif, Harry |
James Madison University |
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Richardson, Carol |
Rochester Institute of Technology |
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Ryan, Patrick |
University of Colorado |
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Thompson, Rich |
University of Pittsburgh |
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Snow, Andy (Vice President) |
Ohio University |
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Steele, Ray (Chair) |
Ball State University |
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Weiser, Mark |
Oklahoma State University |
[Article V - Meetings]
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Section 1. | Regular
Meetings
At least three regular meetings of the Board of Directors
shall be held each year at such times and such places as the Board
of Directors may determine. Notification of the time and place and
proposed agenda shall be mailed or faxed or emailed to the members
of the Board of Directors prior to each meeting. Directors may attend
meetings by audio or other electronic means as long as all attending
can at least hear and speak to all others attending. |
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Section 2. | Special
Meetings
Special meetings of the Board of Directors may be called by the
Chair or at the request of the President, or a majority of the voting
members of the Board. Notice of the time and place of any special
meeting shall be given to each Director in writing or fax or email
at least three (3) days prior to the date of such special meeting. |
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Section 3. | Parliamentary
Procedure
Meetings of the Board of Directors shall be conducted according
to the latest edition of Robert’s Rules of Order. |
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Section 4. | Quorum
A majority of the members of the voting Directors of the Board shall
constitute a quorum for the transaction of business at any meeting
of the Board of Directors. If less than a majority is present at
a meeting, a majority of the Directors present may adjourn the meeting
and refer temporary action to the Executive Committee, to be confirmed
by the board later. |
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Section 5. | Vacancies
Any vacancy occurring in the Board of Directors shall be filled
by the affirmative vote of a majority of the remaining Directors.
A Director elected to fill a vacancy shall be elected for the unexpired
term of his/her predecessor in office. |
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Section 6. | Informal
Action
In the event that Board action, as opposed to Executive Committee
Action, is determined to be needed by the Executive Committee, and
the Board is unable to meet in appropriate time to act, the Chair
may be authorized by the Executive Committee to poll the total Board.
A printed record (fax or email) of votes cast shall be maintained
by the Secretary. |
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Section 7. | Removal
of Board Members
Members of the Board of Directors of the International Telecommunications
Education and Research Association, all of whom serve at the pleasure
of the Board on behalf of the Members and, thus, all of whom may
be removed from the Board by a majority vote of a quorum of the
full Board, accept a standard of participation when accepting membership
on the International Telecommunications Education and Research Association
Board. Therefore, any Board Member who is absent for more than two
official Board meetings in one year, and who has not contacted the
President or Vice-President to be excused for reason of serious
conflict which prohibits attendance shall be brought before the
Board for non-performance as a Board Member and a vote shall be
taken to determine his/her continuation on the Board. A simple majority
of a quorum is sufficient for action. |
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Section 8. | New
Initiatives and Financial Policy Guidelines
No new cost-based initiatives will receive consideration without
a revenue plan. While initiatives may be break even, a plan must
be provided to the board for consideration at least 2 weeks before
the board meeting at which action is sought unless the board grants
an exception. An annual report with current financials and record
of appropriate tax filings for the past year will go to all board
members at least one week in advance of the annual meeting. |
[Article VI - Officers]
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Section 1. | Officers
The officers of this Association shall be the Chairman of the Board,
President/President-Elect, a Vice President, a Secretary-Treasurer,
and the Past President; each of whom shall be nominated and elected
as hereinafter provided. (Board membership shall run at least as
long as the term of office for each.) |
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Section 2. | Nominating
At least four (2) months prior to the annual regular membership
meeting, the Chair shall convene a Nominating Committee comprised
of the Chair of the Board, the Vice President/President-Elect who
will lead the committee and at least one other board member appointed
by the President. It shall be the responsibility of such committee
to screen and to nominate qualified members of the Association to
stand for election to the Board. Each nominee shall have indicated
to the Committee a willingness to stand for election and to serve
if elected. The nominations of the Nominating Committee shall be
submitted in writing to the Board of Directors at least 14 days
prior to the annual membership meeting. Members may forward suggested
nominees to the nominating committee for consideration. |
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Section 3. | Election
and Term of Office
The Vice President shall cause ballots to be prepared listing each
candidate nominated by the Nominating Committee. The ballots thus
prepared shall be mailed, faxed or e-mailed to each member of the
Board in good standing of the Association at his/her last known
address as shown by the records of the Association not later than
fourteen (14) days prior to the annual membership meeting. Each
member shall be entitled to one vote for each board position to
be elected. The candidate receiving a plurality of the votes cast
for that office shall be deemed elected.
If more than one position is open the candidates receiving the most
votes in declining order, will be elected to fill the available
positions (e.g. if 3 positions are open the top 3 vote getters will
fill the 3 positions.) Ballots may also be cast in person at the
annual meeting.
Ballots must be received subsequent to the start of the annual meeting
or by the established deadline to be valid. Any board member who
has sent in his/her ballot by e-mail or mail may ask for a substitute
ballot if they are in attendance and wish to change their vote.
All ballots must be “signed” by the Board member voting
in a space provided to assure only one eligible ballot has been
cast.
The ballots shall be counted by the members of the nominating committee
and certified to the President who shall announce the results to
the membership.
The Chair of the Board shall serve for two (2) years. The President
shall serve for a one year term. The Vice President/President-Elect
shall be elected for a two (2)-year term, in the first year to serve
as Vice President and then to move to the office of President. The
Secretary and Treasurer shall be elected for two-year terms staggered
such that new officers are elected in alternating years. All new
officers shall assume their respective positions immediately following
the close of the annual regular meeting of the membership, and shall
continue in office until their successors are elected and qualified.
Officers may be re-elected; however, the President may not succeed
him or herself. Instead, they may become Vice President. The Past
President will serve on the board for a one year period, taking
on a special assignment as assigned by the board. |
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Section 4. | Vacancies
Should the office of Secretary or Treasurer become vacant, the Board
of Directors shall elect a member to complete such term of office.
Should a vacancy occur in the Office of President, the Vice President
shall assume the duties of the President and serve the un-expired
term of his/her predecessor and his/her elected term. The Board
shall appoint the immediate Past President to fulfill the President
Elect’s role until a new President Elect can be elected by
the board. Should the elected Vice President resign, the Board of
Directors shall elect a replacement. |
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Section 5. | Duties
of Officers
The Chair of the Board's duties include leading all board meetings
and serving on the Executive Committee. He or she serves as CEO
of the Association.
The duties of the President include running the Executive Committee
meetings and carrying out the instructions of the Board of Directors.
He or she is the COO, the Chief Operating Officer, of the Association.
The duties of the Vice President shall be to serve as planning officer
of the association. The Vice President shall serve on committees
and perform such other duties as delegated by the President and/or
Board of Directors. In addition the Vice President is expected to
coordinate program activities, including group meetings.
The duties of the Secretary shall be to keep records of all membership
and Board of Directors meetings and to maintain the official records
of the association.
The duties of the Treasurer are to collect all dues and other accounts
due the Association, and deposit such funds in the name of the International
Telecommunications Education and Research Association in a financial
institution approved by the Board of Directors. The Treasurer will
keep accounts of the sources of all income and the purposes of all
expenditures, manage tax filings and provide a complete financial
report at the annual membership meeting of the Association. |
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Section 6. | Personal
Liability of Directors
a. Elimination of Liability. To the fullest extent that the laws
of the State of Indiana as now in effect or as hereafter amended,
permit elimination or limitation of the liability of directors,
no Director of the Association shall be personally liable for monetary
damages as such for any action taken, or any failure to take any
action as a Director.
b. Nature and Extent of Rights. The provisions of this Section shall
be deemed to be a contract with each Director of the Association
who serves as such at any time while this Section is in effect and
each such Director shall be deemed to be so serving in reliance
on the provisions of this Section. Any amendment or repeal of this
Section or adoption of any Bylaw or provision of the Constitution
of the Association which has the effect of increasing director liability
shall operate prospectively only and shall not affect any action
taken, or any failure to act, prior to the adoption of such amendments,
repeal, Bylaw or provision.
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Section 7. | Indemnification
Right to Indemnification. As used herein the word “Action”
shall mean any action, suit or proceeding, administrative, investigative
or other (i) to which such person is a party (other than an action
by the Association) or (ii) in connection with which such person
is not a party but is a witness, subject to investigation or otherwise
involved, in either case by reason of such person being or having
been a director or officer of the Association.
Unless in a particular case indemnification would jeopardize the
Association’s exempt status under Section 501(a) of the Tax
Code or result in the Association’s failure to be described
in Section 501(c)(3) of the Code, and except as prohibited by law,
each director and officer of the Association shall be entitled as
of right to be indemnified by the Association against expenses and
any liability paid or incurred by such person (i) in the defense
of any Action to which such person is a party or (ii) in connection
with any other Action..
A person who is not a director or officer of the Association may
be similarly indemnified in respect of service to the Association
to the extent the Board at any time designates such person as entitled
to the benefits of this Section.
As used in the Section, “indemnitee” shall include
each director and each officer of the Association and each other
person designated by the Board as entitled to the benefits of this
Section; liability” shall include amounts of judgments, excise
taxes, fines, penalties and amounts paid in settlement; and “expenses”
shall include fees and expenses of counsel incurred by the indemnitee
only (i) if the Association has not as its expense assumed the defense
of Action on behalf of the indemnitee with reputable and experiences
counsel selected by the Association, or (ii) if it shall have been
determined pursuant to Section (7.2) hereof that the indemnitee
was entitled to indemnification for expenses in respect of an action
brought under that Section.
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Section 8. | Right
to Advancement of Expenses
Unless in a particular case advancement of expenses would jeopardize
the Association’s tax exempt status under Section 501(a) of
the Code or result in the Association’s failure to be described
in Section 501(c)(3) of the Code, every indemnitee shall be entitled
as of right to have his/her expenses in defending any Action paid
in advance by the Association, as incurred, provided that the Association
receives a written undertaking by or on behalf of the indemnitee
to repay the amount advanced if it should ultimately be determined
that the indemnitee is not entitled to be indemnified for such expenses. |
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Section 9. | Right
of indemnitee to Initiate Action: Defenses
If a written claim is not paid in full by the Association within
thirty days after such claim has been received by the Association,
the indemnitee may at any time thereafter initiate an action to
recover the unpaid amount of the claim and, if successful in whole
or in part, the indemnitee shall also be entitled to be paid the
expense of prosecuting such action.
The only defenses to an action to recover a claim for indemnification
otherwise properly asserted shall be (i) that the indemnitee’s
conduct such that under applicable law the Association is prohibited
from indemnifying the indemnitee for the amount claimed, or (ii)
that indemnification would jeopardize the Association’s tax
exempt status under Section 501(a) of the Code or result in the
Association’s failure to be described in Section 501(c)(3)
of the Code, but the burden of proving any such defense shall be
on the Association.
The only defense to an action to recover a claim for advancement
of expenses otherwise properly asserted shall be that the indemnitee
failed to provide the undertaking required.
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[Article VII - Committees]
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Section 1. | Standing
Committees
There shall be Standing Committees on Membership, Conference, Awards,
and Publications. Each Committee shall consist of at least three
(3) members recommended by the President and approved by the Board
of Directors. The Chair of a Standing Committee shall be designated
by the President and approved by the Board of Directors. The Chair
of each Standing Committee shall provide reports of Committee activities
at each meeting of the Board of Directors, and shall submit a written
report of Committee activities to the Board of Directors prior to
the annual meeting of the Association. Unless otherwise specified
in the Bylaws, terms of members shall be staggered over a three
(3)-year period. If a vacancy occurs, it shall be filled by appointment
of the President or his/her designee. The chair or co-chair of each
committee shall be a board member. |
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Section 2. | Membership
This Committee shall maintain accurate records of the membership,
and shall in all appropriate ways, urge those eligible to become
members of the Association. A board member shall chair this committee. |
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Section 3. | Conference
This Committee shall plan, organize and conduct any conferences
of the Association. The Committee shall recommend to the Board for
approval a date and site for a conference at least six (6) months
in advance when possible. The Committee members shall be appointed
for one year and are eligible for re-appointment. A board member
shall chair this committee and serve at least a 2 year appointment
period. |
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Section 4. | Awards
The Committee shall designate those persons who shall be honored
by the Association as directed by policies set by the Board. A board
member shall be chair. |
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Section 5. | Publications
This committee shall provide leadership and advice to the board
regarding appropriate publication activities (on line or otherwise)
to be pursued by the Association, including financial plans and
other specifics. A board member shall be chair or co-chair of this
committee. |
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Section 6. | Other
Standing Committees
When the Board of Directors creates a Standing Committee, it shall
state the purposes and the responsibilities of the Committee for
inclusion in the Minutes of the Association. The Board shall initiate
an Amendment to revise the Bylaws, to be voted upon at the subsequent
meeting, to include such a Committee. The Chair, term, and initial
members of the Committee shall be recommended by the President and
approved by the Board. |
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Section 7. | Special
or Ad Hoc Committees
When a special or Ad Hoc Committee is created by the Board, the
President shall appoint a Chair and members of the Committee to
carry out the purpose for which it was created and a termination
time for the ad hoc committee. |
[Article VIII - Fiscal Year]
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Section 1. | The
fiscal year of the organization shall be from January 1 –
December 31, although this may be altered by the board on advice
of the Treasurer. |
[Article IX - Amendments]
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Section 1. | Initiation
of Amendment
Amendments to these Bylaws may be initiated by the Board of Directors,
or by a Committee authorized by the Board of Directors for the purpose
of recommending Amendments to the Bylaws, or by a petition signed
by ten percent (10%) of the membership directed to the Board of
Directors setting forth the proposed Amendment. |
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Section 2. | Adoption
An
amendment initiated as herein provided may be adopted by a 2/3 vote
of the board members present and voting at any regular or special
meeting of the board, or by a simple majority of the members by
mail ballot. |
[Article X - Dissolution]
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Section 1. | Should
ITERA be dissolved, control of the organization’s assets will
revert to a 501.c(3) organization. |
[Article XI - Ratification]
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Section 1. | Membership
Vote
This Constitution shall become effective when ratified by a majority
of the vote of the founding members of ITERA attending an official
meeting. |
Bylaws
Section 1. | Qualifications and Dues
Membership
may be obtained by individuals, members of higher education
institutions and businesses involved in telecommunication sciences and
related areas upon payment of annual dues for the designated membership
year in the amounts set forth in the Bylaws. |
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| | Initial dues, until modified by the board, shall be: |
| Individual Membership | $95 |
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| | Institutional Membership (includes 5 individual memberships) (1 voting member and 4 associate members) |
$395
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| | Pioneers Membership (1 voting member and 7 associate memberships) |
$1000 |
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| | Bronze Membership (1 voting member and 10 associate + bronze benefits package) |
$2000 |
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| | Student Member (non voting) |
$35 |
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Section 2. | Prerequisite to Participation
Participation
as an officer, committee member, or voting member in ITERA shall be
contingent upon valid membership, except in the case of special
committee members so designated by the President or his or her designee. |
[Article II - Board of Director]
Bylaws Table of Content
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Section 1. | Function and Authority
The
affairs of this association shall be managed by a Board of Directors of
no less than 9 and no more than 17 which shall be the governing body of
the association with power to formulate policies of the association
consistent with its purposes and subject to any specific directions of
the membership as adopted at any duly held membership meeting. The
Board of Directors shall have authority to conduct all business
pertaining to the association between official meetings of the
membership. The Board of Directors shall be the custodian of the
property of the Association and shall assume responsibility for the
management of its finances. The Board of Directors may appoint an
Executive to serve at the pleasure of the Board of Directors. The
duties and stipend of such Executive shall be determined by the Board
of Directors. |
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Section 2. | Number, Tenure, and Qualifications
The
Board of Directors shall consist of the Chair, the President, Vice
President/President-Elect, the Secretary, the Treasurer, the immediate
Past President, and 3-11 Directors, all of whom shall be elected in
accordance with the provisions of the Bylaws.
All Directors
shall be elected for a term of three (3) years after the founding board
terms expire. Newly elected Directors shall take office immediately
following the close of the Annual Meeting of the Association following
their election and serve until their successors are elected and
qualified. The one exception to the above is that one board member
position shall be a one-year Presidential appointee. His or her
appointment shall run concurrent with the President's term in office.
Ex officio Board Member
The President, with
concurrence of the Executive Committee, may add a non-voting ex officio
member to the board for a specified period of time, to provide a
specific service.
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[Article III - Officers]
Bylaws Table of Content
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Section 1. | Officers
The
officers of this Association shall be the Chairman of the Board,
President/President-Elect, a Vice President, a Secretary-Treasurer, and
the Past President; each of whom shall be nominated and elected as
hereinafter provided. (Board membership shall run at least as long as
the term of office for each.) |
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Section 2. | Nominating
At least four (2) months prior to the annual regular membership
meeting, the Chair shall convene a Nominating Committee comprised
of the Chair of the Board, the Vice President/President-Elect who
will lead the committee and at least one other board member appointed
by the President. It shall be the responsibility of such committee
to screen and to nominate qualified members of the Association to
stand for election to the Board. Each nominee shall have indicated
to the Committee a willingness to stand for election and to serve
if elected. The nominations of the Nominating Committee shall be
submitted in writing to the Board of Directors at least 14 days
prior to the annual membership meeting. Members may forward suggested
nominees to the nominating committee for consideration. |
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Section 3. | Election
and Term of Office
The Vice President shall cause ballots to be prepared listing each
candidate nominated by the Nominating Committee. The ballots thus
prepared shall be mailed, faxed or e-mailed to each member of the
Board in good standing of the Association at his/her last known
address as shown by the records of the Association not later than
fourteen (14) days prior to the annual membership meeting. Each
member shall be entitled to one vote for each board position to
be elected. The candidate receiving a plurality of the votes cast
for that office shall be deemed elected.
If
more than one position is open the candidates receiving the most votes
in declining order, will be elected to fill the available positions
(e.g. if 3 positions are open the top 3 vote getters will fill the 3
positions.) Ballots may also be cast in person at the annual meeting.
Ballots must be received subsequent to the start of the annual
meeting or by the established deadline to be valid. Any board member
who has sent in his/her ballot by e-mail or mail may ask for a
substitute ballot if they are in attendance and wish to change their
vote. All ballots must be "signed" by the Board member voting in a
space provided to assure only one eligible ballot has been cast.
The ballots shall be counted by the members of the nominating
committee and certified to the President who shall announce the results
to the membership.
The Chair of the Board shall serve for two (2) years. The President
shall serve for a one year term. The Vice President/President-Elect
shall be elected for a two (2)-year term, in the first year to serve as
Vice President and then to move to the office of President. The
Secretary and Treasurer shall be elected for two-year terms staggered
such that new officers are elected in alternating years. All new
officers shall assume their respective positions immediately following
the close of the annual regular meeting of the membership, and shall
continue in office until their successors are elected and qualified.
Officers may be re-elected; however, the President may not succeed him
or herself. Instead, they may become Vice President. The Past President
will serve on the board for a one year period, taking on a special
assignment as assigned by the board.
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Section 4. | Vacancies
Should
the office of Secretary or Treasurer become vacant, the Board of
Directors shall elect a member to complete such term of office. Should
a vacancy occur in the Office of President, the Vice President shall
assume the duties of the President and serve the un-expired term of
his/her predecessor and his/her elected term. The Board shall appoint
the immediate Past President to fulfill the President Elect's role
until a new President Elect can be elected by the board. Should the
elected Vice President resign, the Board of Directors shall elect a
replacement. |
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Section 5. | Duties of Officers
The
Chair of the Board's duties include leading all board meetings and
serving on the Executive Committee. He or she serves as CEO of the
Association.
The duties of the President include running the Executive Committee
meetings and carrying out the instructions of the Board of Directors.
He or she is the COO, the Chief Operating Officer, of the Association.
The duties of the Vice President shall be to serve as planning
officer of the association. The Vice President shall serve on
committees and perform such other duties as delegated by the President
and/or Board of Directors. In addition the Vice President is expected
to coordinate program activities, including group meetings.
The duties of the Secretary shall be to keep records of all
membership and Board of Directors meetings and to maintain the official
records of the association.
The duties of the Treasurer are to collect all dues and other
accounts due the Association, and deposit such funds in the name of the
International Telecommunications Education and Research Association in
a financial institution approved by the Board of Directors. The
Treasurer will keep accounts of the sources of all income and the
purposes of all expenditures, manage tax filings and provide a complete
financial report at the annual membership meeting of the Association.
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[Article IV - Committees]
Bylaws Table of Content
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Section 1. | Standing Committees
There
shall be Standing Committees on Membership, Conference, Awards, and
Publications. Each Committee shall consist of at least three (3)
members recommended by the President and approved by the Board of
Directors. The Chair of a Standing Committee shall be designated by the
President and approved by the Board of Directors. The Chair of each
Standing Committee shall provide reports of Committee activities at
each meeting of the Board of Directors, and shall submit a written
report of Committee activities to the Board of Directors prior to the
annual meeting of the Association. Unless otherwise specified in the
Bylaws, terms of members shall be staggered over a three (3)-year
period. If a vacancy occurs, it shall be filled by appointment of the
President or his/her designee. The chair or co-chair of each committee
shall be a board member. |
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Section 2. | Membership
This
Committee shall maintain accurate records of the membership, and shall
in all appropriate ways, urge those eligible to become members of the
Association. A board member shall chair this committee. |
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Section 3. | Conference
This
Committee shall plan, organize and conduct any conferences of the
Association. The Committee shall recommend to the Board for approval a
date and site for a conference at least six (6) months in advance when
possible. The Committee members shall be appointed for one year and are
eligible for re-appointment. A board member shall chair this committee
and serve at least a 2 year appointment period. |
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Section 4. | Awards
The
Committee shall designate those persons who shall be honored by the
Association as directed by policies set by the Board. A board member
shall be chair. |
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Section 5. | Publications
This
committee shall provide leadership and advice to the board regarding
appropriate publication activities (on line or otherwise) to be pursued
by the Association, including financial plans and other specifics. A
board member shall be chair or co-chair of this committee. |
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Section 6. | Other Standing Committees
When
the Board of Directors creates a Standing Committee, it shall state the
purposes and the responsibilities of the Committee for inclusion in the
Minutes of the Association. The Board shall initiate an Amendment to
revise the Bylaws, to be voted upon at the subsequent meeting, to
include such a Committee. The Chair, term, and initial members of the
Committee shall be recommended by the President and approved by the
Board. |
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Section 7. | Special or Ad Hoc Committees
When
a special or Ad Hoc Committee is created by the Board, the President
shall appoint a Chair and members of the Committee to carry out the
purpose for which it was created and a termination time for the ad hoc
committee. |
[Article V - Meetings]
Bylaws Table of Content
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Section 1. |
Regular Meetings
At
least three regular meetings of the Board of Directors shall be held
each year at such times and such places as the Board of Directors may
determine. Notification of the time and place and proposed agenda shall
be mailed or faxed or emailed to the members of the Board of Directors
prior to each meeting. Directors may attend meetings by audio or other
electronic means as long as all attending can at least hear and speak
to all others attending. |
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Section 2. |
Special Meetings
Special
meetings of the Board of Directors may be called by the Chair or at the
request of the President, or a majority of the voting members of the
Board. Notice of the time and place of any special meeting shall be
given to each Director in writing or fax or email at least three (3)
days prior to the date of such special meeting. |
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Section 3. |
Parliamentary Procedure
Meetings
of the Board of Directors shall be conducted according to the
latest edition of Robert’s Rules of Order. |
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Section 4. |
Quorum
A majority of the members of the voting Directors of the Board shall
constitute a quorum for the transaction of business at any meeting of
the Board of Directors. If less than a majority is present at a
meeting, a majority of the Directors present may adjourn the meeting
and refer temporary action to the Executive Committee, to be confirmed
by the board later. |
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Section 5. | Vacancies
Any
vacancy occurring in the Board of Directors shall be filled by the
affirmative vote of a majority of the remaining Directors. A Director
elected to fill a vacancy shall be elected for the unexpired term of
his/her predecessor in office. |
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Section 6. |
Informal Action
In the event that Board action, as opposed to Executive Committee
Action, is determined to be needed by the Executive Committee, and the
Board is unable to meet in appropriate time to act, the Chair may be
authorized by the Executive Committee to poll the total Board. A
printed record (fax or email) of votes cast shall be maintained by the
Secretary. |
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Section 7. |
Removal of Board
Members
Members of the Board of Directors of the International
Telecommunications Education and Research Association, all of
whom serve at the pleasure of the Board on behalf of the Members
and, thus, all of whom may be removed from the Board by a majority
vote of a quorum of the full Board, accept a standard of participation
when accepting membership on the International Telecommunications
Education and Research Association Board. Therefore, any Board
Member who is absent for more than two official Board meetings
in one year, and who has not contacted the President or Vice-President
to be excused for reason of serious conflict which prohibits
attendance shall be brought before the Board for non-performance
as a Board Member and a vote shall be taken to determine his/her
continuation on the Board. A simple majority of a quorum is
sufficient for action. |
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Section 8. |
New Initiatives
and Financial Policy Guidelines
No new cost-based initiatives will receive consideration without a
revenue plan. While initiatives may be break even, a plan must be
provided to the board for consideration at least 2 weeks before the
board meeting at which action is sought unless the board grants an
exception. An annual report with current financials and record of
appropriate tax filings for the past year will go to all board members
at least one week in advance of the annual meeting. |
[Article VI - Fiscal Year]
Bylaws Table of Content
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Section 1. | The
fiscal year of the organization shall be from January 1 - December 31,
although this may be altered by the board on advice of the Treasurer. |
[Article VII - Amendments]
Bylaws Table of Content
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Section 1. |
Initiation of
Amendment
Amendments to these Bylaws may be initiated
by the Board of Directors, or by a Committee authorized by the
Board of Directors for the purpose of recommending Amendments
to the Bylaws, or by a petition signed by ten percent (10%)
of the membership directed to the Board of Directors setting
forth the proposed Amendment. |
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Section 2. | Adoption
An
amendment initiated as herein provided may be adopted by a 2/3 vote of
the board members present and voting at any regular or special meeting
of the board, or by a simple majority of the members by mail ballot. |
© 2007 International Telecommunications Education Research Association |
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