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Sample Bye Laws of Educational Society

4.3 Type of election and term of office. The duly elected directors shall be elected by majority vote at the annual meeting of the members of the Foundation in accordance with the provisions of Article Three of these Statutes. Each director shall take office at the end of this annual meeting and shall remain in office for a term determined by the members at the time of the election, provided that it does not exceed three (3) years or until the election of his successor and qualifications or until his premature death. Resignation, retirement, disqualification or dismissal. There is no limit to the number of consecutive terms a director can serve. The term of office of the elected directors shall be such that no more than seven shall expire at the same time. Duly elected Directors will be selected from nominations submitted by the Nominating Committee and from nominations submitted in writing by ten (10) members. All nominations must be submitted in writing to the members of the Foundation (through the Secretary) at least thirty (30) days prior to the Annual Meeting of Members. 8.4 Advisory and Other Committees. The Board of Directors may, in its sole discretion, establish other committees, including committees, advisory groups, boards of directors, etc., composed in whole or in part of persons who are not directors of the Foundation, and appoint such committees as it sees fit. The task and purpose of each of these committees is to advise the Board of Directors; and each such committee shall have such powers and perform such specific functions or functions as are not contrary to the statutes of the Foundation or these statutes as prescribed by the Board of Directors. Unless the Board of Directors decides otherwise, vacancies on these other committees shall be filled and filled by the President of the Foundation. Any action taken by each of these committees must be notified to the Board of Directors at its next meeting and must be examined, revised and amended by the Board of Directors, provided that it does not adversely affect the rights of third parties.

Section 4. MEETINGS. (a) The Council shall hold at least two meetings per year, one of which shall be held at the annual meeting. The President may call meetings at other times and shall call a meeting at the request of a majority of the members of the Council. (b) A majority of the members of the Council shall constitute a quorum and, except as otherwise provided in these Statutes, decisions shall be taken by a majority of those present. (c) Members may attend meetings of the Council as observers, provided that this is announced 10 days in advance, in order to make accommodation arrangements. 18.1 “MF” has the right to supplement, amend or supplement the “Articles and By-laws of the Association”. (a) determine all distributions to be made to the net income and capital of the Foundation (including funds held by trustees, custodians or representatives of the Foundation) in accordance with the provisions of the Articles of Association, these By-Laws and donor instructions, as applicable and to the extent applicable, as provided herein; Section 7. THE COUNCIL. (a) ACCESSION.

A sub-committee of the Council, composed of the President, the President-Elect, the former Immediate President, three active members and three representatives elected by the Council from among the members of the Council (i.e. Vice-Presidents, Special Interest Group Representative, PhD Student Representative) is appointed to the Executive Council. The member elected each year with the highest number of votes sits on the Board for a three-year term. The election of representatives of the members of the Council shall be for a period of one year and shall take place at the meeting of the Council at the same time as the annual meeting. The Executive Director shall be an ex officio member of the Executive Board without the right to vote. (b) customs duties. The Board of Directors shall exercise all the functions and responsibilities set out in these By-Laws. The Management Board shall advise the Council on the annual budget established by the Executive Director. The Steering Committee is responsible for developing an investment policy to be approved by the Board and for overseeing the management and implementation of that policy. The Executive Board shall also act as an advisory committee to the Chairperson and the Executive Director and shall have the authority to act on behalf of the Council between its meetings and on other matters delegated to it. (c) MEETINGS.

The Executive Committee shall meet at least twice a year, including by means of a conference telephone or similar communication device allowing all members participating in the meeting to talk and hear each other at the same time. The Executive Director shall keep minutes of the meeting of the Executive Board and make them available to the Board after approval by the Management Board. (d) QUORUM AND DECISION-MAKING. A majority of the members of the Board of Directors constitutes a quorum and the Council shall act by a majority of those present. (e) DECISIONS TAKEN OUTSIDE MEETINGS. Actions necessary or permitted at a meeting of the Board may be taken without a meeting. In the absence of a meeting, the Executive Board may act in accordance with the procedure laid down for the Council in Section 6 of this Article. Section 8 REPORTS. The Executive Director reports to the members of the Association at least once a year and ensures that the actions of the Board are recorded.