BYLAWS
OF
TEXAS SOCIETY OF
HOMEOPATHY, INC.
ARTICLE I
PURPOSES AND TAX-EXEMPT STATUS
1.1
PURPOSES: TEXAS SOCIETY OF HOMEOPATHY, INC. is, and will continue to be
a Texas non-profit corporation organized and operated exclusively for
charitable, educational, and civic purposes within the meaning of Section 501©
(3) of the Internal Revenue Code of 1954, as amended, or the corresponding
provisions of any subsequent United States internal revenue laws. Within the scope of the foregoing purposes,
and not by way of limitation thereof, the Society shall:
a) Provide a forum for those interested in Homeopathy, on a personal or professional
level, with emphasis on Hahnemanian Homeopathy
b) Be available as an advisory source to the State
Legislature and appropriate state government agencies in matters homeopathic
c)
Cooperate
with other Homeopathy groups and
organizations to encourage the use and availability of Homeopathy
d) Facilitate public awareness and appreciation of the benefits of Homeopathy
e) Offer workshops and seminars providing educational
credit hours
f)
Promote and
participate in charitable projects
g) Perform other such stated charitable acts as may be
necessary or incidental to the above stated charitable purposes.
No substantial part of the activities
of the Society will be the conducting of propaganda, or otherwise attempting to
influence legislation (except as provided by Section 501 (h) of the Internal
Revenue Code of 1954, as amended), and the Society will not participate in, or
intervene in (including the publishing or distributing of statements), any political
campaign on behalf of any candidate for public office.
1.2 Tax-Exempt Status:
The Society will be organized and
operated in such a manner as to be a non-profit corporation exempt from United States
federal income tax. The Society will
therefore operate without profit, and no part of its net earnings or assets to
be distributed as a dividend to, or for the benefit of, any private individual.
ARTICLE II
OFFICES
2.1
Principal Office: The Principal
Office of the Society in the State of Texas
will be located in Harris County, Texas at 4200 Westheimer, Ste. 100, Houston, Texas 77027, or at such place as may be
determined from time to time by the Board of Directors.
2.2
Registered Office and Agent: The Society will have and will continuously
maintain in the State of Texas a Registered Office at 4200 Westheimer, Ste,
100, Houston, Texas, 77027 or at such place as may be determined from time to
time by the Board of Directors and which may, but need not, be identical with
its’ Principal Office in the State of Texas.
The Society will also have and continuously maintain in the State of Texas a Registered Agent who will be Karl Robinson, MD,
or other such person appointed by the Board of Directors (Board Members) from
time to time, and whose office will be identical with the Registered Office of
the Society in the State of Texas.
ARTICLE III
MEMBERS
3.1
Members: Membership in the Society is open to anyone interested in
Homeopathy, on a personal or a professional level, without regard to
professional licensing, gender, race, or creed.
Members who have paid all current dues shall have the right and
privilege to vote in any and all elections.
Members shall be invited to attend the Annual Meeting. Members shall be granted opportunity to
attend meetings of the Board of Directors on request or invitation by a member
of the Board of Directors.
ARTICLE IV
BOARD OF DIRECTORS
4.1 Management of the Society: The
activities, property, and affairs of the Society will be managed by its Board members
who may exercise all such powers and do all such lawful acts and things as are
not prohibited by statute, the Articles of Incorporation, or these bylaws.
4.2
Number: The Board of Directors will
initially consist of seven Board members, thereafter the Board will consist of an odd
number of members, not fewer than three (3) nor more than (11), as determined
by the Board. i.e. three, five, seven, nine or eleven.
4.3 Election: New Board members shall be
elected by vote of a majority of all current members of the Texas Society of
Homeopathy present at the annual meeting.
4.4 Term of Office: The initial Board
members shall be separated for purposes of tenure into two groups, one group,
to include Officers, to serve terms of three (3) years, the other group to
serve terms of two (2) years, respectively.
Thereafter, after serving a three year term, re-election is required in
order to serve another three year term.
4.5 Qualification: No more than 50% of
members of the Board shall be composed of state licensed individuals such as:
MD, DO, Naturopath, RN, Pharmacist, Chiropractor, Nutritionist,
Psychotherapist, Massage therapist, Dentist, Veterinarian, or Midwife.
4.6
Removal: Vacancies: Any Board Member may be removed from office with
cause, in writing and voted upon by the affirmative vote of a majority of Board
Members. The Board shall provide the
cause of such removal to members of the Texas Society of Homeopathy. If the position of a Board member becomes
vacant, whether by reason of death, resignation, disqualification or removal of
such Board Member, or as a result of an increase in the number of Board Members,
such vacancy will be filled by a vote of a majority of all the Board Members then
in office, though less than a quorum, and each person so elected will serve as
a Board Member until his/her successor is chosen and qualified, or until
his/her earlier death, resignation, disqualification , or removal from office.
4.7
Annual Meetings: An Annual Meeting of the Board of Directors (Board
Members) will be held in conjunction with the Annual Meeting of the Society, in
September or October. In the event that
such Annual Meeting of the Board is held at a different time, two (2) weeks
written notice of the date and place of such meeting shall be given. Such Annual Meetings of the Board will
include the election of Officers and the transaction of other such business that
is brought before the Board.
4.8
Place of Meetings: Annual
Meetings of the Board Members will be held at or in proximity to the place of
the Annual Meeting of the Society. Other
meetings of the Board Members will be held at such places, within or without
the State of Texas, as may from time to time be determined by the Board Members
and communicated to all Directors, or as may be specified in the respective
notices or waivers of notice of such meetings.
4.9
Other Meetings: Other meetings of the Board Members may be
called by any Officer or by one-third (1/3) of the members of the Board. Written notice, stating the place, date, and
time of each special meeting will be given to each Board Member, either
personally, by mail, e-mail, facsimile, document transfer, or telegram, not
less than three (3) days before the date of such meeting. Except as otherwise expressly provided by
statute, the Articles of Incorporation of the Society, or these By-laws, any
and all business may be transacted at any special meeting and must be specified
in the notice or waiver of notice of such meeting.
4.10
Quorum and Manner of Acting: At
all meetings of the Board Members the presence of a majority of the number of
Directors fixed by these bylaws will be necessary and sufficient to constitute
a quorum for the transaction of business, except as otherwise expressly
provided by statute, the Articles of Incorporation, or these bylaws. Directors present by proxy will not be
counted for purposes of determining the existence of a quorum. The act of a majority of the Directors
present in person or by proxy at a meeting at which a quorum is present will
constitute the act of the Board of Directors unless the act of a greater number
is required by statute, the Articles of Incorporation, or these bylaws, in
which case the act of such greater number will be requisite to constitute the
act of the Board Members. A Board Member
may vote in person or by proxy executed in writing by such Board Member. No proxy will be valid after three months
from the date of its execution. Each
proxy will be revocable unless its irrevocability is expressly provided therein
or unless otherwise made irrevocable by law.
If a quorum is not present at any meeting of the Board Members, a
majority of the Board Members present at such meeting may adjourn the meeting
from time to time, without notice other than announcement of the meeting, until
such time as a quorum is present. At any
such adjourned meeting any business may be transacted which might have been
transacted at the meeting as originally convened.
4.11
Compensation of Board Members: No
Board Member will receive compensation for his/her services as a Director or as
a member of a standing or special committee of the Board of Directors. Nothing in these bylaws shall be construed to
preclude any Board Member from receiving reimbursement for reasonable expenses
properly incurred by such Board Member on behalf of the Society or in attending
meetings of the Board Members or any committee thereof or from serving the
Society in any other capacity and receiving compensation therefore.
4.12
Consent of Board Members: Any
action required or permitted to be taken at any meeting of the Board Members or
any committee thereof may be taken without a meeting if consent in writing
setting forth the action to be taken is signed, respectively, by all the
members of the Board or of such committee.
Such consent will have the same force and effect as a unanimous vote and
may be described as such in any document.
4.13 Board Member Requirements:
a) Each Board Member will be expected to serve on at
least one (1) committee
b) No Board Member shall miss more than three (3)
consecutive regularly scheduled meetings without notifying the Society prior to
each meeting
c)
Any Board Member
who misses three (3) consecutive meetings may be removed at the discretion of
the Board.
4.14 Voting: Board business such as votes on business
items, reports and other such board business may be conducted by e-mail when
indicated. All such communications must be documented and
included in the minutes.
ARTICLE V
NOTICES
5.1
Manner of Giving Notice: Whenever,
under the provisions of any statute, the Articles of Incorporation, or these bylaws,
notice is required to be given to any member of the Board of Directors or any
committee member, and no provision is made as to how such notice must be given,
such notice requirement will not be construed to require personal notice, but
any such notice may be given in writing by mail, e-mail, postage paid, or by facsimile,
addressed to such Director or committee member at his/her address as appears in
the records of the Society. Any notice
required or permitted to be given by mail will be deemed to be given at the
time when it is deposited in the United States mail or delivered from
transmission, respectively, in accordance with the immediately preceding
sentence.
5.2
Waiver of Notice: Whenever, under
the provisions of any statute, the Articles of Incorporation, or these bylaws,
notice is required to be given to any member of the Board of Directors or any
committee member, a waiver thereof in writing signed by the person or person
entitled to such notice will be deemed equivalent to the giving of such notice,
regardless of whether the waiver is executed before or after the time of such
meeting. Attendance by a Director or
committee member at a meeting with respect to which such person was entitled to
notice will constitute a waiver of notice of such meeting, except for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called and convened.
ARTICLE VI
OFFICERS, EMPLOYEES, AND AGENTS
6.1 Principal Officers: The Principal
Officers will be President, Vice-President, Secretary, and Treasurer. The
Principal Officers will be members of the Board Members of the Society. One person may hold both Secretary and
Treasurer Offices. Board members must
serve one year before becoming eligible to serve as an officer.
6.2 Other Officers: The
Board Members may elect one or more additional Vice-Presidents, and one or more
Assistant Secretary and Assistant Treasurers and such other Officers and Assistant
Officers and agents as it may from time to time deem necessary, advisable, or
appropriate, and such Officers and agents will have and may exercise such powers
and perform such duties as will be set forth in these Bylaws or determined from
time to time by the Board Members. Such Officers and agents may, but need not,
be members of the Board.
6.3 Election of Officers: Officers will be
elected at the annual meeting by members of the Texas Society of Homeopathy who
have paid all current dues and are in attendance for the annual meeting.
6.4 Compensation: Officers shall not
receive compensation, but may be reimbursed for expenses properly incurred on behalf
of the Society.
6.5
Term of Office: Each elected
officer of the society may serve in the same office for three years. Removal: Vacancies: Any Officer may be
removed from office at any time by the Board of Directors whenever in its judgment
the best interests of the Society will be served thereby. If the office of any Officer becomes vacant
for any reason, the vacancy will be filled by the Board Members until a
replacement Officer is elected.
6.6 President: The President will be the
Chief Executive Officer and subject to provisions of applicable statutes, the
Articles of Incorporation, or these bylaws will have general supervision of the
activities and affairs of the Society.
The President will preside when present at the meetings of the Board of
Directors without voting rights except in the event of a tie. Subject to the limitations expressly provided
by statute, the Articles of Incorporation, or these bylaws, the President will
have general authority to execute bonds, deeds, contacts, and other instruments
and documents in the name and on behalf of the Society as the Board Members may
from time to time direct, and to affix the corporate seal thereto; and, in
general, to exercise all the powers usually appertaining to the president of a
non-profit corporation. In the event of
the absence or disability of the President, his/her duties will be performed
and his/her power may be exercised by the Vice President in the order of their
seniority.
6.7 Vice Presidents: Each Vice President will generally assist the
President and will exercise such powers and perform such duties as may from
time to time be assigned to, or required of, such Vice President by the
President or by the Board Members.
6.8
Secretary: The Secretary will see that notice is given
of all meetings of the Board Members and will keep, and may certify and attest,
true records of all proceedings at all such meetings. He/she will have charge of the corporate
seal, if any, and may attest to any written instruments to which such may be
affixed. In addition he/she will keep
and account for all books, documents, papers, and records of the Society except
for those for which some other Officer or agent is properly accountable. The secretary will generally perform all
duties usually appertaining to the office of secretary of a non-profit
corporation. In the event of the absence
or disability of the Secretary, his/her powers may be exercised, and his/her
duties may be performed, by another Officer of the Society, as determined by
the President or by the Board Members.
6.9 Treasurer: The Treasurer shall have charge and custody
of and be responsible for all funds and securities of the Society; shall
oversee the accounting and reporting for the Society in compliance with all
local, state, and federal agencies, and in general, perform all the duties
incident to the office of Treasurer or other such duties as may from time to
time be assigned to the Treasurer by the President or by the Board Members.
6.10 Permanent Membership: Founding members Karl Robinson, MD and Judith
J. Pruzzo Hawkins, R.Ph, CCH shall be awarded permanent membership for their insightful
and extraordinary service to the organization.
They will have the same voting privileges as all members of the board.
6.11
Additional Powers and Duties: In
addition to the foregoing expressly enumerated duties, services, and powers,
the Officers of the Society will exercise such further powers and perform such
other duties as may be provided by statute, the Articles of Incorporation, or
these bylaws, or as the Board Members may from time to time determine, or as
may be assigned to them by any competent superior Officer of the Society.
ARTICLE VII
COMMITTEES
7.1
Committees of
the Board Members: The Board Members shall, by resolution
adopted by the affirmative vote of a majority of the number of Board Members set
forth in these bylaws, establish the following committees:
a.
Membership;
b. Advisory;
c.
Group
Coordination;
d. Public Relations, to include projects;
e.
Education;
f.
Nominating;
g. Finance.
and
any other committees the Board Members deems necessary. Each committee will consist of a minimum of
one (1) Board Member. Each committee, to
the extent provided in the resolution establishing it, will have and may
exercise the authority of the Board Members in the management of the Society
provided, however, that no such committee will have the power of authority to
amend the Articles of Incorporation; to amend, modify, or rescind these bylaws
or to adopt new bylaws; to elect, appoint, or remove from office any Board
Member or Officer or any member of any committee established by the Board Members
pursuant to the Section 7.1; to amend, modify, or rescind any resolution
adopted by the Board Members; to adopt a plan of merger, consolidation, or
liquidation; to authorize the sale, lease, or exchange of all or substantially
all of the property and assets; to adopt a plan providing for the distribution
of the assets of the Society; or to authorize the dissolution of the Society.
7.2
Other Committees: One or more
committees not having or exercising the authority of the Board of Directors in
the management of the Society may be established, and the members thereof
appointed, by resolution adopted by the affirmative vote of a majority of the
Directors present at a meeting at which a quorum is present, or by the
President if so authorized by resolution so adopted by the Board of
Directors. The members of such
committees may, but need not, be Directors of the Society. The members of such committees may, but need
not, be Directors of the Society. Each
such committee, to the extent provided by resolution adopted by the Board Members,
will have and may exercise the power of making recommendations to the Board Members
and of implementing and effectuating any instructions, policies, plans, and
programs theretofore approved, authorized, and adopted by the Board Members.
7.3 Existence: Change of Authority: The Board Members may at any time terminate
the existence or change the power and authority of any committee established
pursuant to this Article VII, except those specifically required by Article
7.1, by resolution adopted by the same proportion of the Board Members as was
required to establish or to authorize the establishment of such committee.
7.4 Chairperson: One member of each committee established
pursuant to the Article VII will be designated as the Chairperson of such
committee by the person or persons who appoint such committee.
7.5
Term of Office: Removal: Vacancies: Each member of each committee established
pursuant to the Article VII will serve from the time of his/her appointment
until the next Annual Meeting of the Board Members and until his/her successor
is chosen and qualified, or until his/her earlier death, resignation,
disqualification, or removal from office, or the earlier termination of the
existence of such committee. Any member
of any such committee may be removed from office at any time by vote of the
same proportion of the Board Members as is required to appoint the member of
such committee. If any position on any
such committee should become vacant for any reason, such vacancy shall be
filled by the Board Members.
7.6
Quorum and Manner of Acting: At all meetings of any committee
established pursuant to this Article VII the presence of a majority of the
members of such committee will be necessary and sufficient to constitute a
quorum for the transaction of business, and the act of a majority of the
members of such committee present at a meeting at which a quorum is present
will constitute the act of such committee, unless otherwise provided in either
case by applicable statute, the Articles of Incorporation, or these bylaws, or
by resolution adopted by vote of the same proportion of the Board Members as required
to establish or to authorize the establishment of such committee.
7.7 Records: Each committee established pursuant to this
Article VII will keep a written record of its acts and proceedings and will
report the same to the Board Members from time to time.
7.8
Rules: Each committee established
pursuant to this Article VII may adopt rules for its own governance, provided
such rules are not inconsistent with any applicable statute, the Articles of
Incorporation, these bylaws, or any resolutions adopted by the Board Members.
ARTICLE VIII
MEETINGS
8.1
Annual Meeting: The Society shall hold an Annual Meeting open
to all Society members. The focus of the
Annual Meeting shall be educational and of such a nature that continuing
education credit can be applied for.
Advance notice of at least four (4) weeks of each Annual Meeting shall
be given to all members, with a call for presentation of papers suitable for
educational purposes.
8.2 Other Meetings: The Society may hold or sponsor other
meetings of an educational nature, open or not to the general public as determined
by the Board Members.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1
Compensation; Reimbursement;
Dividends Prohibited: No part of the
net income of the Society will inure to the benefit of any private
individual. The Society will neither pay
a dividend, nor otherwise distribute any part of its income, to any of its Board
Members or Officers. The Society may
reimburse its Directors and Officers for expenses in accordance with Sections
4.11 and 6.4 of these bylaws; and may, in accordance with Article VI of these bylaws,
pay compensation in a reasonable amount to its employees and agents for
services rendered, and reimburse them for reasonable expenses properly incurred
by them on behalf of the Society.
9.2 Loans to Board Members and Officers
Prohibited: No loans will be made by the Society to its Board Members or
Officers. Any Director who votes for, or
assents to, the making of a loan to a Board Member or Officer of the Society,
and any Board Members or Officers who participate in the making of such a loan,
will be jointly and severally liable to the Society for the amount of such loan
until the repayment thereof.
9.3 Indemnification of Directors and Officers: The Society will indemnify any present or
former Board Member or Officer of the Society against all expenses (including
attorney’s fees and court costs), judgments, liabilities, fines, and costs of
settlement imposed upon or reasonably incurred by such Director or Officer in
connection with any claim, action, lawsuit, or proceeding filed, asserted, or
threatened against him/her by reason of his/her being or having been a Board
Member of Officer; provided, however that no Director or Officer will be
indemnified with respect to any matters as to which he/she will have been
guilty of negligence or misconduct. Any
indemnification made hereunder (unless ordered by a court) will be made by the
Society upon a determination that indemnification of the Board Member or
Officer is proper in the circumstances because he/she was not guilty of
negligence or misconduct with respect to the matter as to which indemnity is
sought. Such determination may be made:
a)
by the Board Members
by vote of a majority of a quorum of the Board Members, which quorum will
consist of a majority of those Board Members who are not parties to such claim,
action, lawsuit, or proceeding; or
b)
if such quorum
is not attainable, or even if obtainable and a majority of a quorum of such Board
Members so directs, by independent legal counsel in a written opinion.
The indemnification provided
by this Section 9.3 will inure to the benefit of the heirs, legatees, and legal
representatives of each person entitled to such indemnification hereunder, and
will not be deemed exclusive of any rights to which any person seeking
indemnification may be entitled under these bylaws or any agreement, vote of
Directors, principle of law, or otherwise.
9.4 Signature of
Negotiable Instruments: All bills, notes, checks, or other instruments for
the payment of money will be signed or countersigned by such Officers or
agents, and in such manner, as are permitted by these bylaws and as from time
to time may be prescribed by resolution of the Board Members.
9.5 Fiscal Year: The
fiscal year will be the calendar year unless changed by vote of the Board Members.
9.6 Corporate Seal: The
corporate seal, if any, will be in such form as may be adopted and approved
from time to time by the Board Members.
The corporate seal may be used by causing it, or a facsimile thereof, to
be impressed, affixed, imprinted, or in any manner reproduced.
ARTICLE X
AMENDMENTS
10.1 Amendments: The Board
Members shall have the power to amend, or repeal these bylaws at any meeting of
the Board Members by a vote of two-thirds (2/3) of the members present, provided
that written notice of the proposed change or changes is given at least ten
(10) days prior to such meeting.
ARTICLE XI
11.1 The Board of Directors
(Board Members) shall abide by Roberts Rules of Orders at all meetings and
functions.
CERTIFICATE
I hereby certify that the foregoing is a true, complete,
and correct copy of the Bylaws of TEXAS SOCIETY OF HOMEOPATHY, INC., a Texas
non-profit corporation, in effect on the date hereof.
IN WITNESS WHEREOF, I here unto set my hand and affix the
seal of the Corporation, this ______
day of ______, 2010.
________________________________________
Joyce Allenberg, President
________________________________________
Judith J. Pruzzo-Hawkins,
Vice President
_______________________________________
Susan Kennedy, Secretary
