SOUTHWEST CUNA MANAGEMENT SCHOOL

ALUMNI ASSOCIATION

BYLAWS

 

TABLE OF CONTENTS

 

 

ARTICLE I - NAME                           

1.1  Name

 

ARTICLE II - OFFICE                                                                       

2.1  Principal Office                                               

2.2  Other Offices

2.3  Registered Office and Registered Agent                                

 

ARTICLE III - MEMBERS

3.1   Eligibility and Classification                        

        a.  Association Membership                         

        b.  Associate Membership                         

        c.  Honorary Membership                                                                         

3.2   Number of Members

3.3   Voting

3.4   Termination

3.5   Non-Transferability

 

ARTICLE IV - MEETINGS OF ASSOCIATION MEMBERS

4.1   Annual Meetings                                              

4.2   Special Meetings                                              

4.3   Place of Meeting                                

4.4   Notice of Meetings                                              

4.5   Actions of Association Members                              

4.6   Informal Action by Association Members

4.7   Quorum

4.8   Proxies

4.9   Voting by Mail

4.10 Associate and Honorary Member Meetings

 

ARTICLE V - BOARD OF DIRECTORS

5.1   Management                                  

5.2   Number                                                           

5.3   Election and Term of Office                      

5.4   Nominating Committee                            

5.5   Resignation/Removal                                       

5.6   Vacancies                                                       

5.7   Annual Meetings                                              

5.8   Special Meetings                                              

5.9   Notice of Meetings

5.10 Chairman

5.11 Quorum

5.12 Compensation

5.13 Powers

5.14 Informal Action by Directors

5.15 Ex-Officio Members of the Board of Directors

 

6.1   Titles and Term of Office                      

6.2   Removal                                                          

6.3   Vacancies                                                       

6.4   President                                                        

6.5   Vice President                                

6.6   Treasurer                                                                        

6.7   Secretary

6.8   Agents and Representatives

6.9   Bonding

6.10 Compensation

 

 

ARTICLE VII - COMMITTEES   

7.1   Committees                                                    

7.2   Terms of Office                                    

7.3   Chairman

7.4   Vacancies

7.5   Quorum

 

ARTICLE VIII - INDEMNIFICATION

8.1   Policy of Indemnification and Advancement of Expenses

8.2   Definitions                                                     

8.3   Non-Exclusive; Continuation                        

8.4   Insurance or Other Arrangement

8.5   Indemnification of Employees or Agents

 

ARTICLE IX - MISCELLANEOUS  PROVISION

9.1   Fiscal Year                                                      

9.2   Seal                                                  

9.3   Notice of Waiver of Notice                 

9.4   Resignations                                                  

9.5   Contracts                                                        

9.6   Checks and Drafts                                    

9.7   Deposits         

9.8   Gifts

9.9   Books and Records

9.10 Voting Upon Shares of Other Corporations

9.11 Investments

9.12 Contingency Fund

9.13 Arbitration

 

ARTICLE X - AMENDMENTS

 

ARTICLE XI - DUES

11.1   Assessments and Annual Dues

11.2   Payment of Dues

11.3   Default and Termination of Membership

 

 

 

 

 

 

 

 

BYLAWS OF

 

SOUTHWEST CUNA MANAGEMENT SCHOOL

ALUMNI ASSOCIATION

 

(a Texas non-profit corporation)

 

PREAMBLE

 

The purpose of the corporation shall be to promote the Southwest CUNA Management School (ASCMS@) by encouraging credit union officials and employees to attend the school; to provide scholarship funds for worthy students; to foster continuing education for the alumni by providing opportunities for training and review; and to offer opportunity for social exchanges of ideas among the members.

 

ARTICLE I

NAME

 

1.1    Name:    The name of the corporation is Southwest CUNA Management School Alumni Association.

 

 

ARTICLE II

OFFICES

 

2.1    Principal Office:    The principal office of the corporation in the State of Texas shall be located in the City of Dallas, County of Dallas.

 

2.2    Other Offices:    The corporation may have such other offices, either within or outside of the County of Dallas, State of Texas, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

 

2.3    Registered Office and Registered Agent:    The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act.  The registered office may be, but need not be, identical with the principal office of the corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

 

 

ARTICLE III

MEMBERS

 

3.1    Eligibility and Classification of Membership:    The Board of Directors shall have full authority to determine the classes of memberships (one or more) to be issued by the corporation and the initiation fees, if any, and periodic dues, if any, required with respect to each respective class of membership.  Initially, the corporation shall have three classes of membership subject to Article XI, Dues.  They are as follows:

 

(a)  Association Membership:    Association members (hereinafter referred to as the AAssociation Members@) shall include those persons who are graduates of the Southwest CUNA Management School.  AGraduate@ shall be defined as any person who has completed the course curriculum, and 3-year strategic plan, and has received a diploma from the school.  The corporation will present all graduates with an alumni pin at the time of graduation.

 

(b)  Associate Membership:    Associate members (hereinafter referred to as the AAssociate Members@) shall include any individuals who have graduated from another  CUNA Management School.

 

(c)  Honorary Membership:    Honorary memberships may be awarded by the Board of Directors from time to time.  Such individuals shall be referred to as AHonorary Members@.

 

3.2    Number of Members:    There shall be no limit on the number of members of the corporation.

3.4    Termination:    The Board of Directors, by affirmative vote of majority of all the members of the Board, may terminate the membership of any member who shall be in default in the payment of dues for the period fixed in Section 11.3 hereof.

 

3.5    Non-Transferability:    Membership in this corporation is not transferable or assignable.

 

 

ARTICLE IV

MEETINGS OF ASSOCIATION MEMBERS

 

4.1    Annual Meetings:    An annual meeting of the Association Members of the corporation shall be held during the month of July of each year, beginning with the year 2000, in conjunction with the Southwest CUNA Management School, or at such other time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, for the purpose of electing directors and for the transaction of other business as may properly come before the meeting. If the day fixed for the annual meeting shall be on a legal holiday in the State of Texas, such meeting shall be held on the next succeeding business day.  If the election of the directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held as a special meeting of the Association Members as soon thereafter as possible.

 

4.2    Special Meetings:    Special meetings of the Association Members may be called by the President, the Board of Directors, or not less than fifteen (15) of the Association Members.  Thirty (30) days notice of the special meeting must be given to the Association Members as provided for in Section 4.4 of these bylaws.

 

4.3    Place of Meeting:    The Board of Directors may designate any place, either within or without the State of Texas, as the place of a meeting for any annual meeting or for any special meeting called by the Board of Directors.  If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the registered office of the corporation in the State of Texas, but if all of the Association Members shall meet at any time and place, either within or without the State, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

 

4.4    Notice of Meetings:    Written or printed notice stating the place, day, and hour of any meeting of Association Members shall be delivered, either personally or by mail, to each Association Member entitled to vote at such meeting, not less than ten (10) nor more than ninety (90) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting.  In case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.  If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Association Member at his address as it appears on the records of the corporation, with postage thereon prepaid.

 

4.5    Actions of Association Members:    The vote of a majority of the Association Members, present and entitled to vote at a meeting at which a quorum is present, will constitute the act of the Association Members, unless either the law, the Articles of Incorporation or these Bylaws require a greater number.

 

4.6    Informal Action by Association Members:    Any action required by law to be taken by the Association Members or any action which may be taken at a meeting of the Association Members may be taken without a meeting, if consent in writing, setting forth the action so taken, shall be signed by all of the Association Members entitled to vote with respect to the subject matter thereof.

 

4.7    Quorum:    One-fourth (1/4) of the membership, or a minimum of fifteen (15) members, whichever is less, shall constitute a quorum at any duly called meeting of the membership.  If a quorum is not present at any meeting of Association Members, a majority of the Association Members present may adjourn the meeting from time to time without further notice.

 

4.9    Voting by Mail:    Where directors are to be elected by Association Members, such election may be conducted by mail in such a manner as the Board of Directors shall determine.

 

4.10    Associate and Honorary Member Meetings:    In as much as the Associate and Honorary Members have no voting rights, no annual or special meetings of Associate or Honorary Members shall be required.  Associate and Honorary Members may attend the annual and special meetings of the Association Members.

 

 

ARTICLE V

BOARD OF DIRECTORS

 

5.1    Management:    The Board of Directors shall have general direction and control of the affairs, funds and records of the corporation and shall operate to fulfill the objectives of the corporation as set out in these Bylaws.  In executing these duties, the Board of Directors shall have such authority as needed for this purpose.

 

5.2    Number:    The number of directors of the corporation shall be seven (7).  At least four (4) directors shall be credit union employed.

 

5.3    Election and Term of Office:    Each director shall be elected at the annual meeting of the Association Members by a majority vote of those Association Members present, as long as a quorum is present.  The directors shall be classified with respect to the time for which they shall severally hold office by dividing them into two classes, the first class consisting of three (3) directors and the second class consisting of four (4) directors.  Each director of the corporation shall hold office until his successor shall be elected and shall qualify.  The first three directors listed as initial directors in the Articles of Incorporation of the corporation shall serve until the first annual meeting of the Association Members, at which time their successors will be elected for two-year terms. The other four initial directors listed in the Articles of Incorporation shall serve until the second annual meeting of the Association Members, at which time their successors will be elected for two-year terms.  At each Annual Meeting of the Association Members thereafter, the successors to the class of directors whose terms shall expire that year shall be elected to hold office for the term of two years, so that the term of office of one class of directors shall expire every year.  A director shall not serve more than six (6) consecutive years.

 

5.4    Nominating Committee:    At least thirty (30) days prior to each Annual Meeting of the Association Members, a Nominating Committee shall be appointed.  It shall be the duty of the Nominating Committee to nominate at least one (1) member for each Board vacancy, including any unexpired terms for which elections are to be held.  After the report of the Nominating Committee is presented to the membership at the Annual Meeting, the presiding officer shall call for nominations from the floor.  When nominations are closed, the vote shall be taken.  Elections will be by voice vote unless a member request that the elections be by ballot.  If such a request is made, the vote shall be determined by a secret ballot.

 

5.5    Resignation/Removal:    Any director may resign at any time by giving written notice of such resignation to the Board of Directors of the corporation.  The Board of Directors by majority vote may remove any director from office, with or without cause, at any time.

 

5.6    Vacancies:    A Board member who leaves credit union employment shall have his or her directorship declared vacant after 90 days have passed since the date credit union employment ceased, if maintaining his or her directorship results in a majority of directors being non-credit union employed.  Any such vacancy, as well as any vacancy occurring for other reasons, shall be filled by vote of a majority of the Directors then holding office.  Directors so appointed shall hold office only until the next meeting of the Association Members at which time any unexpired terms shall be filled by vote of the members.

 

5.7    Annual Meetings:    Annual meetings will be held in conjunction with the Southwest CUNA Management School and the directors shall meet for the purpose of organization, the election of officers, and the transaction of other business.  If a quorum of the directors is present, no prior notice of such meeting shall be required to be given.  The place and time of the first such meeting may, however, be fixed by written consent of all the directors.

 

5.8    Special Meetings:    Special meetings of the Board of Directors may be called by the President or upon the request of one (1) director of the corporation.

 

5.10    Chairman:    At all meetings of the Board of Directors, the President or in the President=s absence, the Vice President, or in their absence a chairman chosen by the directors present, shall preside.

 

5.11    Quorum:    At all meetings of the Board of Directors, a majority of the directors shall be necessary and sufficient, whether in person or telephone, to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these Bylaws.  If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent member.

 

5.12    Compensation:    Directors shall not receive compensation of any kind for their services as directors except as described in Article XI, Section 11.1.   By resolution of the Board, directors may be reimbursed for their reasonable expenses, if any, of attendance at each regular or special meeting of the Board.

 

5.13    Powers:    All of the corporate powers, except such as are otherwise provided for in these Bylaws and in the laws of the State of Texas, shall be and hereby vested in and shall be exercised by the Board of Directors.  The Board of Directors may by general resolution delegate to committees of their own number, or to officers of the corporation, such powers as they may see fit.

 

5.14    Informal Action by Directors:    Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors.

 

5.15    Ex-Officio Members of the Board of Directors:    The SCMS Director and the immediate past President of the corporation shall be appointed to serve the corporation as non-voting ex-officio members of the Board of Directors.  Other individuals may also be appointed by the Board to serve as ex-officio members from time to time.

 

ARTICLE VI

OFFICERS

 

6.1    Titles and Term of Office:    The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer, and such other officers as the Board of Directors may from time to time elect or appoint.  The officers of the corporation shall be members of the Board of Directors of the corporation and shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors.  The term of office of each officer shall commence with his or her election and shall expire with the election of his or her successor.  Any two or more offices may be held by the same person except the offices of President and Secretary.

 

6.2    Removal:    All officers shall be subject to removal, with or without cause, at any time by a vote of a majority of the Board of Directors.

 

6.3    Vacancies:    A vacancy in the office of any officer shall be filled by a vote of a majority of the directors, and the officer so elected shall hold office until the next annual meeting of the Board of Directors and until a successor is elected and qualified.

 

6.4    President:    The President shall preside at all the meetings of the Board of Directors.  The President shall have and exercise general charge and supervision of the affairs of the corporation and shall do and perform such other duties as may be assigned to him by the Board of Directors.  The President shall appoint all standing committees and such other committees as may be deemed necessary, be an ex-officio member of all committees, concur with the Treasurer on disbursements and sign checks for the corporation=s expenses only in the absence of or the inability of the Treasurer to act, and require that an audit of the corporation=s financial accounts for a calendar year be performed annually with a written report from the Audit/Supervisory Committee to be completed by April 15 of the next calendar year for board review and approval.  The audit report will also be  submitted at the Annual Membership meeting for final review and approval. 

 

6.5    Vice President:    At the request of the President, or in the event of his or her absence or disability, the Vice President or Vice Presidents shall perform the duties and possess and exercise the powers of the President; to the extent authorized by law, the Vice President or Vice Presidents shall have such other powers as the Board of Directors may determine, and shall perform such other duties as may be assigned by the Board of Directors.

 

6.6    Treasurer:    The Treasurer shall have custody of and be responsible for all funds and securities of the corporation, and receive and give receipts for money due and payable to the corporation from any source whatever, and deposit all such monies in the name of the corporation in such bank or other depository as shall be selected by the Board of Directors, and in general perform all the duties incident of the office of Treasurer as may from time to time be assigned by the President.  The Treasurer shall present a financial report and/or balance sheet at each meeting of the Board of Directors and be prepared to present such report at any Association Member=s meeting.  The Treasurer shall be bonded, if required by the Board of Directors, in an amount to be determined by the Board; provided that the expense of such bond shall be paid from corporation funds.

 

6.7    Secretary:    The Secretary shall keep the minutes of the meetings of the Board of Directors and Annual Meeting in books provided for that purpose; he or she shall attend to the giving and serving of all notices; in the furtherance of the purposes of this corporation and subject to limitations contained in the Articles of Incorporation, he or she may sign with a President or Vice President in the name of the corporation and/or attest the signatures thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the corporation; he or she shall maintain a current roster of all members of the corporation; he or she shall have charge of the corporation=s books, records, documents and instruments, except the books of account and financial records and securities of which the Treasurer shall have custody and charge, and other books and papers as the Board of Directors may direct, all which shall at all reasonable times be open to the inspection of any director upon application at the office of the corporation during business hours; and, he or she shall in general perform all duties incident to the office of Secretary subject to the control of the Board of Directors.

 

6.8   Agents and Representatives:    The Board of Directors may appoint such agents and representatives of the corporation with such powers and to perform such acts or duties on behalf of the corporation as the Board of Directors may see fit, so far as may be consistent with the purposes of the corporation as set forth in its Articles of Incorporation and with these Bylaws, to the extent authorized or permitted by law.

 

6.9    Bonding:    At the direction of the Board of Directors in its discretion, the Treasurer and such other officers, agents and employees of the corporation as the Board of Directors shall designate may be bonded, provided that the expense of such bond shall be paid from corporation funds.

 

6.10    Compensation:    The salaries, if any, of all officers and agents of the corporation shall be fixed by the Board of Directors.

 

 

ARTICLE VII

COMMITTEES

 

7.1    Committees:    The President, upon resolution adopted by a majority of the directors, may designate and appoint one or more special committees or any of the following standing committees, each of which shall consist of at least three (3) but no more than five (5) Association Members of the corporation (the majority of said committees shall be directors of the corporation), which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation:

 

A.  Audit/Supervisory Committee

B.  Nominating Committee

C.  Bylaws Committee

D.  Fundraising Committee

E.  Membership Committee

 

7.2    Term of Office:    Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member(s) be removed from such committee(s), or unless such member(s) shall cease to qualify as a member thereof.

 

7.3    Chairman:    One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

 

7.4    Vacancies:    Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

 

7.5    Quorum:    Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

 

ARTICLE VIII

INDEMNIFICATION

 

8.1    Policy of Indemnification and Advancement of Expenses:    To the full extent permitted by the Texas Non-Profit Corporation Act, as amended from time to time, the corporation shall indemnify any Representative against judgements, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including court costs and attorneys= fees) actually incurred, except for gross negligence,  by any such person who was, is, or is threatened to be made a named defendant or respondent in a Proceeding because the person is or was a Representative and shall advance to such person(s) such reasonable expenses as are incurred by such person in connection therewith.

 

8.2    Definitions:    For the purposes of this Article VIII:

 

(a) ARepresentative@ means any person who is or was a director and any person who, while a director, is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of the corporation or of another foreign or domestic association, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise or any person who is or was an officer and any person who, while an officer, is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of the corporation or of another foreign or domestic association, partnership, joint  venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

 

(b) AProceeding@ means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

 

8.3    Non-Exclusive; Continuation:    The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which the person claiming indemnification may be entitled under any agreement, and vote of disinterested Directors or otherwise, both as to any action in his or her official capacity and as to any action in another capacity while holding such office, and shall continue as to a person who shall have ceased to be a Representative engaged in any other enterprise at the request of the corporation and shall insure to the benefit of the heirs, executors, and administrators of such person.

 

8.4    Insurance or Other Arrangement:    The corporation shall have the power to purchase and maintain insurance or to the extent permitted by applicable law another arrangement on behalf of any person who is or was a Representative, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent or any other capacity in another association, or a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in such capacity, arising out of such person=s status as such, whether or not such person is indemnified against such liability by the provisions of this Article VIII.

 

8.5    Indemnification of Employees or Agents:    The corporation may indemnify and advance expenses to an employee or agent who is not a Director or officer to such further extent, consistent with law, as may be provided by general or specific action of the Board of Directors, by contract, or permitted or required by common law.

 

 

ARTICLE IX

MISCELLANEOUS PROVISIONS

 

9.1    Fiscal Year:    The fiscal year of the corporation shall begin January 1 and end on December 31 of the same year.

 

9.2    Seal:    The Board of Directors shall have the power, in its discretion, to adopt a seal for the corporation.

 

9.3    Notice and Waiver of Notice:    Whenever any notice whatever is required to be given under the provisions of these Bylaws, such notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address, as it appears on the books of the corporation, and such notice shall be deemed to have been given on the second day on which U.S. mail is delivered after the day of such mailing.  A waiver of notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

9.4    Resignations:    Any director or officer may resign at any time.  Such resignations shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by either the President or the Secretary.  The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

 

9.5    Contracts:    The Board of Directors may authorize any officer or officers, agent, or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the corporation.  Such authority may be general or confined to specific instances.  The Board of Directors shall not authorize contract terms longer than three (3) years.

 

9.6    Checks and Drafts:    All checks, drafts, or orders of payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or the President of the corporation.

 

9.7    Deposits:    All funds of the corporation shall be deposited from time to time to the credit of the corporation in such bank, trust companies, or other depositories as the Board of Directors may select.

 

9.8    Gifts:    The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the corporation.

 

9.9    Books and Records:    The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record giving the names and addresses of the persons entitled to vote.  All books and records of the corporation may be inspected for any proper purpose at any reasonable time.  Reports of the Secretary and Treasurer may be destroyed after four (4) years.

 

9.10    Voting Upon Shares of Other Corporations:    Unless otherwise directed by the Board of Directors, the President shall have full power and authority on behalf of the corporation to vote either in person or by proxy at any meetings of shareholders of any corporation in which this corporation may hold shares, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner thereof, this corporation might have possessed and exercised if present.  The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.