Article I - Name & Location Section 1. The name of the organization shall be International Connections of Houston (ICH), a non-profit corporation located in the State of Texas. Section 2. The Office of ICH shall be located in the State of Texas and/or such other localities as may be determined by the Board of Directors. Article II - Objectives Section 1. The objectives of ICH shall be as set forth in the Articles of Incorporation.   Article III - Membership Section 1. Membership is open to Americans who have lived in other countries and expatriates who are either living in Houston or are in Houston on an international assignment. Membership is also open to anyone who is interested in intercultural education and international connection regardless of having had the opportunity to live abroad. Section 2. Definition of Membership. A member is defined as having full voting rights and who pays annual dues. Section 3. Founding Member. Founding member status with voting rights may be conferred at such time and under such terms as the Board of Directors shall determine. A Founding Member is determined to be a member who served on the original organizational board or a board member who was instrumental in organizing an essential facet of ICH in its formative years. Section 4. Removal and Termination of Membership. The Board of Directors shall be empowered to terminate the membership of any member by a two-thirds (2/3) vote when sufficient cause has been shown that continued membership in ICH is contrary to the interests and/or purposes of ICH. For any cause other than nonpayment of annual dues, termination shall occur only after the member in question has been notified in writing of reasons for proposed dismissal and has been given a reasonable opportunity to respond. If dismissed from membership, a member may appeal the decision of the Board by giving notice of intent to appeal to the President at least ten days in advance of the next Board Meeting. Members removed from membership shall not be reimbursed for any annual dues or portion thereof. Section 5. Transfer. All memberships are non-transferable and personal. Article IV - Dues & Fees Section 1. Amount of Dues. The amount of fees and annual dues for all members shall be determined by the Board of Directors. Section 2. Delinquency and Payment of Dues. Membership dues of all ICH members shall be due and payable on January 1 of each calendar year. Dues payments are to be submitted to the Treasurer. A member whose dues remain unpaid by February 1 shall be deleted from the membership database. Section 3. Refunds. No dues shall be refunded to any member whose membership terminates for any reason. Article V - General Membership Meetings Section 1. Regular Meetings. There shall be at least six meetings of the general membership each year, the time and place of each meeting is determined by the Board of Directors. Section 2. Special Meetings. Special meetings of ICH may be called by the Board of Directors at any time. Section 3. Notice of Meetings. Written notice of any meeting, regular or special, shall be sent to the last known address of each member at least ten days in advance of said meeting. Section 4. Annual Business Meeting. The Annual Business Meeting of ICH shall be held during the month of August and shall include election of officers. Section 5. Voting. Voting at Meetings. Any question or issue submitted to the membership at a general membership meeting shall be decided by a majority vote of the members present and voting.                               Voting by Mail. In the interim between meetings of the general membership, a mail vote may be taken on any matter at the request of the Board of Directors or the written request of at least 20 percent of the members. Voting shall close after the date specified on the vote, and the question or issue shall be decided by majority of the members who respond by mail. Article VI - Elected Officers & Directors Section 1. Elected Officers. The elected officers of ICH shall be President, six Vice-Presidents (First Vice-President/Programs, Vice-Presidents of Membership, Public Relations, Newsletter, Website & Activites), Secretary, Treasurer, and at least one Director(s)-at-Large, all of whom shall be elected by the voting members of the general membership during the August Annual Business Meeting or by mail. Section 2. Terms of Office. All Board Members shall take office on September 1. Each officer and director will serve for a 1 year term. Section 3. Eligibility for Re-election to Office. Officers and directors may serve consecutive terms, in the same or different position, if duly elected by the voting majority of the general membership. Article VII - Duties Of Officers & Directors Section 1. President. The President shall: (1) supervise the activities of the organization; (2) preside at all regular and special meetings of the general membership and the Board of Directors; (3) create and charge new committees with the approval of the Board of Directors; (4) appoint the chairman of all standing and special committees. Section 2. First Vice-President. The First Vice-President/Programs shall: (1) assume all responsibilities of the President in the absence of the President; (2) assume the office of the President in the event of a vacancy of that office; (3) assist the President as requested; (4) be responsible for the selection of programs and speakers with Board approval; (5) make all arrangements for the monthly meetings; (6) chair the Program Committee. Section 3. Membership Vice-President. The Membership President shall: (1) initiate, promote and direct activities to increase membership; (2) communicate with meeting guests and respond to requests for information regarding membership; (3) promote recruitment of members and retention of members; (4) chair the Membership Committee. Section 4. Public Relations Vice-President. The Public Relations Vice-President shall: (1) coordinate publicity and promote ICH within the community; (2) chair the Public Relations Committee. Section 5. Newsletter Vice-President.  The Newsletter Vice-President shall: (1) be responsible for the compilation of the ICH Official Newsletter, The Globe, each month; (2) ensure the printing of the newsletter for monthly distribution; (3) coordinate the distribution of the newsletter to all paying members; (4) chair the Newsletter Committee. Section 6. Website Vice-President.  The Website Vice-President shall:  (1) be responsible for all aspects of the International Connections of Houston Official Website; (2) maintain and update the website in a timely manner; (3) chair the Website Committee. Section 7, Activities Vice-President. The Activities Vice-President shall: (1) be responsible for overseeing and coordinating all official ICH activities; (2) publicize ICH activities by means of the newsletter and at the monthly ICH meetings; (3) chair the Activities Committee.  Section 8. Secretary. The Secretary shall: (1) record and distribute the proceedings of all Board of Directors meetings and the general membership meetings; (2) distribute copies of the minutes of each Board of Directors meetings and the general membership meetings within twenty-one days after such meeting; (3) have custody of and maintain all official records with the exception of the financial records; (4) conduct the correspondence of the organization in accordance with the direction of the President and the Board of Directors. Section 9. Treasurer. The Treasurer shall: (1) be responsible , with the President and under the Board of Directors, for the safekeeping of ICH funds in banking institutions and oversee budgetary items; (2) collect ICH dues, and other monies as directed; (3) maintain a set of books in accordance with generally accepted accounting principles; (4) have custody of all official financial records; (5) render a financial report at least once annually and at other times as requested by the President or the Board of Directors; (5) present the accounting records for an annual review; (8) be responsible that proper tax returns are prepared on a timely basis. Section 10. Director-at-Large. The Director(s)-at-Large shall: undertake specific roles and responsibilities within ICH e.g. Director at Large - refreshments will organize the refreshments for the general meetings. Article VIII - Board Of Directors Section 1. Composition. The Board of Directors shall be composed of the elected officials and the Director(s)-at-Large as described in ARTICLE VI, Section 1. Section 2. Duties and Powers. In accordance with these Bylaws, the Board of Directors shall have full authority to supervise and direct the affairs of ICH, its committees and publications. Duties and powers of the Board shall include, but not necessarily be limited to, the following: Confer honorary membership. Determine the amount of the annual dues of the members. Determine the time and place of general membership meetings. Provide general supervision for the collection and disbursement of ICH monies. Develop and be responsible for an annual budget. Adopt the report of the outside annual review of the accounting records. Approve the President’s formation of, and charge to, all Special Committees. Adopt Standing Rules and Procedures, and such other rules and goals as needed to govern its own proceedings. Section 3. Meetings. There shall be a minimum of four meetings of the Board of Directors each year. Any member of ICH may attend any meeting of the Board of Directors but only the members of the Board of Directors shall be eligible to vote at meetings of the Board. Section 4. Quorum. The presence of 51% of the members of the Board of Directors shall constitute a quorum for any regular meeting or special meeting of the Board of Directors. Section 5. Transfer of Voting Privileges. The voting rights of an officer or member may not be delegated to another nor exercised by proxy. Section 6. Vacancies. A vacancy in the office of President, for whatever reason, shall be filled automatically by the First Vice-President/Programs; a vacancy in any other office shall be filled for the unexpired term by two-thirds vote of the Board of Directors. Section 7. Compensation. Officers shall not receive any compensation for their services as officers. Article IX - Committees Section 1. Nominating Committee. The Nominating Committee shall consist of at least three members, these members being chosen by vote of the Board of Directors. Section 2. Special Committees. Special Committees may be appointed when deemed necessary by the President with Board approval and shall cease to exist as soon as they have completed a specific task or if discharged sooner. Article X - Miscellaneous Section 1. Operation & Use of Funds. ICH shall be organized and operated exclusively with the meaning of Section 501C(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provisions of any future United State’s Internal Revenue Law), and no part of the new earnings of ICH shall inure to the benefit of any Director, Officer, member or other private person, except that ICH shall be authorized and empowered to pay reasonable compensation for services rendered. Section 2. Dissolution. Upon dissolution of ICH, the Board of Directors shall, after paying or making provision for the payment of all liabilities of ICH, dispose of all the assets of ICH exclusively for purposes similar to the purpose of ICH, in manner or to such organization or organizations under Section 501C(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United State’s Internal Revenue Law), as the Board of Directors shall determine. Section 3. Indemnification. ICH shall indemnify and hold harmless each person who is now, or shall hereafter serve as, a Director, Officer, employee or agent of ICH from and against any and all claims and liabilities, whether the same are settled or proceed to judgment, to which such person shall be subject by reason of his or her having heretofore or hereafter been a Director, Officer, employee or agent of ICH, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by him or her as such Director, Officer, employee or agent and shall reimburse each person for all legal and other expenses (including the cost of settlement) reasonably incurred by him or her in connection with any such claim, liability, suit, action or proceedings; provided, however, that no such person shall be indemnified against, or be reimbursed for, any claims, liabilities, costs of expenses incurred in connection with any claim, liability, or threat or prospect thereof, based upon or arising out of his or her own negligence or willful misperformance of his or her duties as such Director, Officer, employee or agent. The determination of all questions as to the existence of negligence or willful misconduct, as to the right of indemnification and reimbursement hereunder and the reasonableness of such costs and expenses shall be made, and shall be final and conclusive if made, by the Board of Directors acting at a meeting at which a quorum is unaffected by self-interest (notwithstanding that other members of the quorum present but not voting may be so affected). The rights accruing to any person under the provisions of this section shall not exclude any other right to which he or she may be lawfully entitled nor shall have anything herein contained restrict the right of ICH to indemnify or reimburse such person in any case even though not specifically provided for herein. Section 4. Non-political Status. ICH does not endorse, designate, donate or support any issues, candidates or forum. Programs of political nature must be preplanned and announced. No written or oral announcements of a political nature can be made at general meetings. Article XI - Parliamentary Authority The rules contained in the current issue of Robert’s Rules of Order Newly Revised shall govern the proceedings of ICH in all cases in which they are applicable and in which they are not inconsistent with these Bylaws. Article XII - Amendments These Bylaws may be amended or repealed by 51% of the Board of Directors present at any Board of Directors Meeting.  Or, these Bylaws may be amended or repealed by a two-thirds (2/3) vote of the members present at any Annual Business Meeting of ICH duly called and regularly held providing notice of such proposed changes have been sent in writing to the members thirty (30) days before such meeting, or by a two-third (2/3) vote of the members voting by a thirty (30) day mail ballot Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of twenty percent (20%) of the members in good standing, addressed to the Board of Directors. All such proposed amendments shall be presented by the Board of Directors to the membership with or without recommendation.   August 2007 **The Board of ICH at its meeting on 8 August 2007 approved changes to Article III, Section 3 and Article V, Section 3 (in red).