THE SOUTH TEXAS FOUNDATION FOR NON-VIOLENT CONFLICT RESOLUTION
ESTABLISHMENT AND BYLAWS OUTLINE
I. Mission Statement-
The goal of the South Texas Foundation For Non-Violent Conflict Resolution (STFNVCR) is to strive for the enrichment of lives and society through education in the practice of non-violent conflict resolution and principles of life balancing activities. The foundation is organized exclusively for, and will be operated exclusively for educational purposes, within the meaning of Section 501(c)3 of the Internal Revenue Code of 1986, as now enacted and hereafter amended, including for such purposes, the making and distributions to organizations that also qualify as Section 501(c)3 exempt organizations. To this end, the foundation shall provide the San Antonio and South Texas area education in the art of Aikido. Specifically this will be accomplished through the establishment of a school devoted to teaching the physical techniques and philosophy of Aikido by qualified instructors. Aikido is a system of training the mental and physical attitudes of the body and mind to reach a state of balance, centeredness, and mental calmness in one's day-to-day activity, as well as in situations of extraordinary stress. Ultimately, Aikido can then be used by the individual as a way to foster a spirit of harmony within oneself, with one's environment, and with one's fellow man. The organization will also offer instruction about Aikido through seminars, lectures, publication of educational materials, and various community outreach programs.
II. Organization Structure-
A. The organization shall function as a non-profit educational organization with a member elected representative system of leadership. The leadership will have two distinct and separate responsibilities: one being the teaching of Aikido to the membership and the community, the second being to operate and provide for the physical location of the school and any attendant business thereof. The Board of directors will oversee both of these aspects.
B. Member types and sub-types-
1. Founding Member- any person involved in the initial creation of the organization- founding members will automatically be voting members. The founding members are Michael Young, Craig Slack, Joe Rangel, Shawn Young, Viet Pham, and Sylvia Castillo.
2. Regular Member- any person enrolled in the organization by filling out the appropriate paperwork and paying the required dues, a regular member may only be removed by a 2/3-majority vote by the Board of Directors.
3. Voting Member- any regular member who is enrolled and attending class for a minimum of 3 months and thereafter approved as a voting member by a simple majority election by the Board of Directors, with the exception that founding members are automatically voting members. A Voting member may only be removed or sanctioned by a 2/3-majority vote of the Voting Members. Voting members are responsible for the election of the Board of Directors, and Officers. Voting members may also call for a vote on any issue related to the organization or its by-laws at any time, in accordance with the rules set forth in the by-laws for convening meetings and voting. The by-laws may only be changed by a 2/3-majority vote of the Voting members.
4. Board of Director Member- Any voting member elected by a simple majority of the voting members on an annual basis, the minimum number of Board members shall be 3 and the number may be increased by a majority vote of the voting members at the annual election of Board members, or at any time a special meeting is convened by either the Board or Voting members. The membership shall endeavor to keep the Board of Directors at an odd number, but this is not a requirement. In the event there is an even number of Board members, any split decision vote by the Board will then be referred to the Voting members for a simple majority vote, at a special meeting called for such purpose. The Voting members may remove board members at any time during their term by a 2/3-majority vote of the Voting members. The Board of Directors shall be responsible to the membership for the ongoing operation of the organization and school. The Board will try to act unanimously for the ongoing good of the organization, however; any Board member may put any decision to vote by a simple majority vote of the Board members, with the exception of any specific issues referred to and in accordance with these bylaws. The Board members are not authorized to change the bylaws of the organization without 2/3-majority approval of the Voting Members. Board members may override any decision made by Officer members by a simple majority vote of the Board. The Board may also choose to put any issue, excepting those specific issues referred to and in accordance with these bylaws, to vote by the Voting members.
5. Officer Member- any voting member elected by a simple majority vote by the voting members annually. Officers may only be removed by a 2/3-majority vote of the Voting membership. Officers are responsible for running the day-to-day business affairs of the organization, and keeping the president, board, and voting members advised as to the business affairs of the organization.
a. President- holds the responsibility as manager for the business affairs of the organization. The president must make at least bi-annual reports to the Board of Directors on the status of the organization's business affairs, or as required by the Board. The president must follow the Board's directives on any issue. The president, along with the other officers, is responsible for setting up committees for the various duties related to the running of the organization and school. The president acts as the director and head of the officers and presides as chairman at all meetings of the officers. The president may delegate duties and authority to other officers or members as he/she sees fit, but may not give up his/her responsibility as overall manager of business affairs.
b. Vice President- Assumes duties of the president in the event of his/her absence, resignation or removal. The VP may also assume any duties delegated to him/her by the president or Board. It is the VP's responsibility to attend officer meetings and stay apprised of the business affairs of the organization. It is also the VP's duty to provide sufficient notice to all members, in accordance with the rules for meetings outlined in the by-laws, of any membership meetings. He/she will also call any meeting to order then act as initial chair, excepting officer meetings, till a presiding chairman for the meeting is designated by the membership present at the meeting. His/her duties are then to keep meetings on task and act as an administrator for the rules of parliamentary procedure for the meeting. Furthermore, the VP must perform an annual audit of the financial records for the organization, to be presented to the membership.
c. Secretary- the secretary's responsibility is to take minutes at all meetings and maintain a record book of all the organization's affairs and meetings. It is his/her duty to ensure that all information pertaining to the organization is available for inspection by any member or the public at all times. This information must be kept at the primary location of business for anyone wishing to inspect it. This includes, but is not limited to, the articles of incorporation, bylaws, membership records (excepting personal information members wish to keep confidential or that is required confidential by law), financial records, and minutes to all meetings.
d. Treasurer- it is the responsibility of the treasurer to supervise and maintain the financial affairs of the organization. This includes, but is not limited to, collecting member dues, paying bills, dispersing monies as needed to meet the organization's financial obligations and goals, maintaining records of income and expenditure, maintaining the organization's accounts, filing appropriate tax forms when due, posting financial reports at least quarterly, and providing an audit with the VP to be delivered to the board and membership annually. The treasurer may not disperse any monies without concurrence of the Board and or President over the amount of $500, with the exception of expenditures predetermined by the board as ongoing financial obligations such as rent, insurance, advertisement, etc.
6. Teaching Staff Member- It will be the responsibility of the teaching staff to provide the curriculum of study, and the teaching of members in the ethics, techniques, and principles of traditional Aikido. It is their duty to do this in an atmosphere of mutual respect for all members in accordance with each member's physical, emotional, and mental capabilities. The teaching staff will consist of any number of instructors and one head instructor. It is primarily the head instructor's job to create the curriculum and structure of classes, and foster an atmosphere of mutual respect, proper attitude, and etiquette in the members. However, his/her decisions must be in accordance with the entire teaching staff, and can be overridden by a majority vote of the teaching staff. The teaching staff and head instructor will also act as a testing committee. It will be the job of this committee to establish the criteria for rank testing within the dojo, and to recommend and approve members for testing. The teaching staff may delegate testing to an outside organization. The teaching staff will also set the schedule of classes and the rotation of instructors. Only instructors may be members of the teaching staff.
a. Instructor- any qualified member designated by a simple majority vote of the Board to act as an Aikido instructor. There is no term limit for an instructor; however, the voting members may remove or replace an instructor at any time with a 2/3-majority vote. The instructor must have sufficient years of practice, experience, attitude, and rank to adequately pass on the principles of the art. They must also have an understanding of the organization and its goals.
b. Head instructor- any qualified instructor member designated by a simple majority vote of the voting members. There is no term limit for the head instructor; however, the voting members may remove or replace the head instructor at any time with a 2/3-majority vote. As a means to ensure checks and balances of authority in the organization, the head instructor may not be the president, vice president, or treasurer of the organization. It is not the head instructor's task to control the members or the organization. It is instead a position of responsibility and duty to all the members. The head instructor should strive to be an example of the ethics and principles of Aikido.
III. Membership requirements
A. Any person regardless of age, sex, race, color, religion, nationality or creed may become a member of the South Texas Foundation for Non-Violent Conflict Resolution, participate in any of its activities, and be eligible for any position within the organization in accordance with the bylaws.
B. All members must fill out a membership form. In addition the members must also fill out all appropriate waivers and emergency information forms to participate in classes. The President shall be responsible for assuring the creation and issuance of the appropriate forms.
C. Dues- all members regardless of rank or position in the organization will pay dues in order to support the organization financially, or they will not be allowed to attend classes. The Board will set the dues amount. A member may pay reduce dues or be granted a scholarship, if that member can show financial need. This will be left to the discretion of the treasurer and president, if the president and treasurer cannot reach an agreement, the decision will be relegated to the Board.
D. Members may also voluntarily pay dues to any national or international Aikido associations that The South Texas Foundation for Non-Violent Conflict Resolution chooses to associate with. Membership in these organizations will not be a requirement for membership in the STFNVCR, or to be able to attend classes. However, enrollment in these organizations may be a requirement for testing and advancement of rank in the STFNVCR, as decided by the teaching staff.
E. For purposes of safety and a positive learning environment, all members must adhere to the rules of conduct and etiquette set forth by the teaching staff. Members must obey the instructor of the class at all times. Non-adherence to these rules can be grounds, at the discretion of the instructor, for removal of the member from his/her class. If a member is removed from an instructor's class, he/she may appeal the decision to the teaching staff. The teaching staff will then hold a hearing to decide the validity of the student's removal from class, and make a decision as to whether the student will be allowed to continue in the classes that he/she was removed from in the future.
F. Revocation of membership- once an individual has become a member of STFNVCR his/her membership can only be revoked by a 2/3-majority vote of the board. If a member is being reviewed for revocation of membership, the Board must make a reasonable effort to contact and inform the member of this decision. The member then has a right to appeal to the board to present his/her case. Once an individual's membership has been revoked in this manner, he/she may reapply for membership through the board: a 2/3-majority vote of the board is then required for re-instatement of membership. If a member has not communicated with the organization for a period of six months or more, then his/her membership will be considered suspended, and any privileges or responsibilities of the member are void, until reinstated by a simple majority vote by the board. The board is not required to contact the member in this instance. A member may also voluntarily withdraw his/her membership at any time.
G. Class attendance- an individual is not required to attend classes to be considered a member of STFNVCR, nor will non-attendance of class be reason for revocation or suspension of membership. Class attendance may, however, be a requirement for testing and advancement in rank, as determined by the teaching staff.
H. Behavior- all members of STFNVCR regardless of rank or position in the organization will treat each other with respect and courtesy at all times. No member shall at any time treat another member with discourtesy, disrespect, or condescension. All members, particularly the teaching staff, officers, and board members, will strive to be positive examples of the ethics and principles of respect and etiquette that is an integral part of Aikido.
IV. Meetings
A. Open meetings- all meetings of STFNVCR will be open to observation by any member. There will be no closed-door meetings. The minutes and records of meetings will also be made available for review to all members and the general public.
B. Announcement of Meetings- it is the responsibility of the VP to inform all members of upcoming meetings. The VP may delegate announcement duties, but is ultimately responsible for carrying out meeting announcements. There must be a minimum period of 10 days between announcement and a regular meeting, unless all concerned parties are informed and agree to an earlier meeting. The VP is not required to inform each member individually of regular meetings, the announcement may take the form of a general written posting at the school or organization's place of business at a regular pre-designated area for such postings. If a non-regular or emergency meeting is called, it is the duty of the VP to ensure that a reasonable effort is made to contact each member that is required at the meeting individually. This announcement may take the form of a phone call or face-to-face message. An e-mail or written message may only be used if the member is given ample opportunity to confirm receipt of such. A written posted announcement at the place of business will suffice for all other members not required at the meeting. (For example: if a non-regular meeting of the board of directors is called, it is the VP's duty to inform all board members directly, he/she will then post an announcement of the meeting at the school for all other members). In the event that these procedures are not followed and a member protests the meeting, any voting done at the called meeting shall not be considered valid, and a new meeting shall be called.
C. Procedure for Calling Non-Regular Meetings-
1. Voting members- 10% of the voting members may call for a special meeting of either the voting members or the board members at any time by notifying the vice president. The vice president must then follow the rules of meeting announcement.
2. Board members- a board member may call for a special meeting of the board, the voting members, or the officers at any time by notifying the vice president. The vice president must then follow the rules of meeting announcement.
3. Officer members- the president, vice president, or treasurer may call a meeting of the board or officers at any time. The VP must then follow the rules of meeting announcement.
D. Required Regular Meetings-
1. Initial meeting- there will be an initial meeting called of the founding members of the organization for the purposes of adopting these bylaws and electing board members and officers.
2. Voting Members- There will be an annual meeting of the voting members held in January for the election of board members and officers, and any other business presented by the voting members. The president and vice president are required at this meeting. The secretary or his/her designee is also required.
3. Board of Directors- The board of directors must meet at least bi-annually. The first meeting is to be held within a week after the annual voting member meeting. The second meeting is to be held within the month of June or as soon as is reasonably possible. The purpose of these meetings is to receive the bi-annual reports from the president, and any other business deemed necessary by the board. All board members must be present at these meetings, as well as the president and/or vice president. The secretary or his/her designee is also required.
4. Officers- the officers will meet on a quarterly basis, beginning in January before the annual membership meeting, with the purpose of overseeing and running the organization's business affairs. All officers are required to attend.
E. Quorums- in addition to the members required at the meetings as set forth above in section IV.D, the following quorums are necessary for any voting to be valid at the following meetings-
1. Voting members
a. Annual meeting- 2/3 of voting members must be present
b. Non-regular meeting- ½ of voting members must be present
2. Board of Directors-
a. Bi-annual meetings- all board members
b. Non-regular meetings- 2/3 of board members must be present
3. Officers-
a. Quarterly meetings- all officers must be present
b. Non-regular meetings- only the president or vice president may be absent but not both
V. Nominations and Filling of positions
A. A member may nominate him/her self for available positions or be nominated by any other member for any available position.
B. Nominations will take place at the meetings designated annually for voting of positions, or at a special meeting designated for the filling of a vacant or removed position. The nominated member shall be given an opportunity to present his/her qualifications at the meeting before a vote takes place.
C. Filling of vacant positions- in the event of a position becoming vacant before the expiration of a term, a special meeting shall be called, in accordance with the rules set forth in these bylaws, as soon after the vacancy as possible for the filling of the position.
VI. Limitations- at all times the following shall operate as conditions restricting the operations and activities of the organization
A. No part of the net earnings of the organization shall inure or be distributable to any member of the organization not qualifying as exempt under Section 501(c)3 of the Internal Revenue Code of 1986, as now enacted and hereafter amended, nor to any trustee, director or officer of the organization, nor to any private persons, excepting solely such reasonable compensation that the organization shall pay for services actually rendered to the organization, or allowed by the organization, as a reasonable allowance for authorized expenditures incurred on behalf of the organization.
B. No part of the activities of the organization shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the organization shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office
C. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c)3 of the Internal Revenue Code of 1986, as now enacted and hereafter amended.
D. The organization shall not lend any of its assets to any officer or director of this corporation, or guarantee to any person the payment of a loan by any member of the organization.
VII. Debt Obligations and Personal Liability
A. No member, officer or director of this organization shall be personally liable for the debts or obligations of this organization of any nature whatsoever, nor shall any of the property of members, officers, or directors be subject to payment of debts or obligations of this organization
VIII. Dissolution
A. Upon dissolution of the organization, assets shall be distributed by the board of directors after making payment or making provisions for the payment of all debts, obligations, liabilities, costs, and expenses of the organization, for one or more exempt purposes within the meaning of section 501(c)3 of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office or the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized exclusively for such purposes.
By-Laws