HTIA Bylaws -- 2015 draft


BYLAWS [Draft]
OF
Healing Tao Instructors Association
April 21, 2015

 

ARTICLE I

OBJECTS AND PURPOSES


SECTION 1.     Objects and Purposes:

The main purpose of Healing Tao Instructors Association  is to support Healing Tao instructors in promoting cultivation of the life force through Taoist qigong*, energetic healing and inner alchemy meditation. Additionally, the purpose of Healing Tao Instructors Association is to broaden and deepen knowledge, understanding and the application of the principles of Taoist qigong through research, development and education.

The objects and purposes of Healing Tao Instructors Association
(hereinafter referred to as “HTIA”) are as set forth below:

A. To increase understanding and application of Taoist qigong knowledge and meditation through practices and programs meant to sustain and develop human well-being; and

B. To conduct research, development, and education programs, projects and practices to sustain and enhance the well-being of people and their institutions in various localities throughout the world by application of the principles of Taoist qigong. In accomplishing this purpose, HTIA shall foster the production of knowledge on how to maintain and improve Taoist qigong practice worldwide by promoting the Healing Tao system as originally taught by Master Mantak Chia and other Tao practices; and

C. To disseminate Taoist qigong information to maximize this information’s beneficial impact on human populations, institutions, and/or ecosystems throughout the world; and

D. To support Taoist qigong organizations, agencies, and businesses in sustaining their public and private qigong activities and programs, in various geographical areas throughout the world, including distressed areas.


* Taoist qigong is a Chinese physical health exercise, often conducted with slow, repetitive movements connected with the inhalation and exhalation of breath.
 
E. The HTIA purposes set forth above shall be accomplished by:

    (1)  Maintaining high standards and training for Healing Tao Instructors, Associate Instructors, Senior Instructors, Practitioners and interested students.
 
    (2) Strengthening relations between Healing Tao Instructors Association and Master Mantak Chia and his affiliates as well as the global Taoist community.
 
    (3)  Promoting the Healing Tao System as originally taught and promulgated by Master Mantak Chia and other Tao practices.
 
    (4)  Supporting the Tao community through a democratically elected Board of Directors and an instructor membership, whose activities shall include Taoist qigong education, certification, sharing of information and research, instructor and student ethical standards, a teaching referral system, electronic newsletter, website, annual meetings, qigong trainings, conferences and retreats.

SECTION 2.      Structure and Restrictions:

A. HTIA shall be operated under the general supervision of its Board of Directors as a nonprofit corporation incorporated under the laws of the State of Delaware.

B. HTIA shall be organized exclusively as an Internal Revenue Code, Section 501 (c) (3) research, development and educational organization and as such shall apply for federal and state tax exempt status.

C. HTIA shall act as a nonprofit organization to educate and train instructors of Taoist qigong throughout the United States, Canada, Mexico, Central America and South America, all as an allowed nonprofit exempted purpose serving the public good within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, and in this connection, be subject to the following restrictions:

(1) Conducting research, development, promotion and provision of education concerning and related to Taoist qigong and applying the research results and teacher training  to selected student groups individuals  throughout the United States; and
(2) Working with other nonprofit organizations which are qualified under Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, to further the purposes of the HTIA organization; and
(3) In general, carrying on any other business connected with or incidental to the foregoing objects and purposes and having and to exercising all the powers conferred by the laws of the State of Delaware upon nonprofit Corporations formed under the Delaware Nonprofit Corporation Act, Title 8, §114 and §215 et al. ; and
(4) Exercising all powers necessary for, incidental to, or convenient for any of the research, development and educational purposes for which HTIA is organized; and
(5) Making distributions to organizations that qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, or corresponding sections of any future Federal Tax Code specifically including such organizations as foster the teaching and training of instructors of Taoist qigong worldwide; and
(6) To the extent that any of the foregoing objects and purposes fail to qualify as proper purposes for an exempt organization under Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, then the Board of Directors is hereby authorized to take such action as shall be necessary to amend or remove those objects and purposes from the Articles of Incorporation of the Corporation and its Bylaws.

 

ARTICLE II

BUSINESS OFFICES

The principal office of HTIA shall be located at 485 South 500 West, P. O. Box 358, Escalante, UT 84726 and this principal office may be moved to any other location within or without the State of Utah as may be deemed appropriate and required by the Board of Directors.

 

ARTICLE III

MEMBERSHIP

SECTION 1. Classes, Powers and Privileges of Members:
    
A. Pursuant to Delaware Corporate Code, Title 8, §114 and §215, the nonprofit, nonstock Corporation shall have Members and shall be governed and guided by its Board of Directors.

B. Classes of Membership
The Corporation shall have four (4) classes of membership designated as:
            "Associate Instructor Member",
            "Instructor Member",
            "Senior Instructor Member" and
            “Honorary Member”.

C. Powers and Privileges
All Members shall have and enjoy the rights and privileges incident to their Class of Membership, as set by the Board of Directors. The right to vote for Directors, and such other rights and privileges as are conferred by law or these Bylaws upon the voting Members of the Corporation, shall be in accordance with the rules of membership established by the Board of Directors. Pursuant to Title 8 of the Delaware Corporate Code Subchapter VII, § 212 and § 215, Members may vote on all matters lawfully presented to the Membership for vote by the Board of Directors, by proxy. Pursuant to Title 8 of the Delaware Corporate Code Subchapter VII, § 211, if authorized by the Board of Directors, in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, Members or their proxy holders, not physically present at a Meeting of Members may, by means of remote communication:

(1) participate in a Meeting of Members; and

(2) be deemed present in person and vote at a Meeting of Members, whether such Meeting is to be held at a designated place or solely by means of remote communication, provided that:

(i) the corporation shall implement reasonable measures to verify that each person   
deemed present and permitted to vote at the Meeting by means of remote  
communication is a Member or proxy holder of a Member; and

(ii) the corporation shall implement reasonable measures to provide such Members and proxy holders of Members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and
 
(iii) if any Member or proxy holder of a Member votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.
 
D. Other Classes of Membership
The Board of Directors may designate such other classes of membership, as it may deem useful and appropriate from time to time.

SECTION 2.  Obligations and Restrictions of Members:

A. Voting at Annual, Regular or Special Meetings shall be restricted to Members of HTIA, except where non Members hold positions as Members of the Board of Directors or serve as officers of the organization, in which case they shall be allowed to vote at all of the meetings of the bodies on which they serve (the Board or Committees). Voting privileges at Special Board Meetings or Committee Meetings may be extended to any HTIA Members by action of the Board. The Board of Directors, by majority vote, shall decide which agenda items shall go to a vote of the Board and/or a vote of the Membership except as where a vote by Membership of the Board is required under these Bylaws.

B. Subject to the requirements and provisions set forth in of Article VII, serving on committees or serving as officers and/or as Directors on the Board of Directors, shall be open to all Members in good standing, current in their payment of dues to the organization, subject to the election, appointment or approval of the Board of Directors or the Membership as the case may be.

 
SECTION 3.  Reservation of Powers and Rights to the Membership:

All powers and rights not specifically granted to the Board of Directors or officers in these Bylaws, are reserved to the Membership. Such powers and rights of the Membership shall include, but not necessarily be limited to:

(1)  Determination and election of persons to serve on the HTIA Board of Directors (pursuant to Article V, Section 5.); and

(2) Adopting Amendments to the Bylaws (pursuant to Article XI below) or repealing Bylaw provisions; and

(3)  Dissolving the Corporation (pursuant to Article XII below); and

(4) All rights and powers specifically reserved or granted to the nonstock, nonprofit corporation Membership contained within Title 8 of the Delaware Corporate Code.


ARTICLE IV

MEMBERSHIP TERMINATION, EXCLUSION AND PROBATION

SECTION 1. Termination and Suspension:
A. Termination or suspension of Membership shall be determined and decided upon by the Board of Directors pursuant to the HTIA Code of Ethics as set forth below:

Code of Ethics

    (1)    Respect Master Mantak Chia, other HTIA instructors, colleagues, students, and clients in our words and actions.

    (2)    Use the knowledge and training of qigong practices for the benefit of all people served by the HTIA membership.

    (3)    Represent qigong practices of the HTIA with integrity to our system.

    (4)    Use humility and honesty in representing one's background, qualifications, capabilities, and experience to students and/or the general public.

    (5)    Explain financial arrangements to students and clients in a clear and understandable manner.

    (6)    Be honest and straightforward when informing students about the conditions of a class, its duration, and/or expected results.

    (7)    Endeavor to be truthful in the marketing, the advertising, and the promotion of HTIA workshops, retreats, and events.

    (8)    Establish clear boundaries in all relationships with students, clients, colleagues, and other instructors.  In particular:

        (a)  instructors shall not physically harass, verbally abuse, or otherwise exploit students, clients, colleagues, or other instructors; and

        (b)  instructors shall not inappropriately touch (with sexual intent or otherwise) the body of any student under their professional influence, thereby maintaining a             proper teacher-student relationship.

    (9)     Maintain confidentiality for all written and oral communications that take place amongst instructors, students, clients, and colleagues.

    (10)   Be accountable to all Healing Tao colleagues and cooperate with any Due Process Protocol procedures.

    (11)   Give advice based on the best interests of a student or a client, rather than one's own self-interest or financial advantage.

    (12)   Provide appropriate notification and referrals for:

        (a)  students or clients that may need assistance in exploring other treatment options as appropriate; and

        (b)  students or clients in the event that one needs to terminate trainings and/or professional services.

B. The termination or suspension of membership shall be conducted by the board of Directors and or their Ethics Committee under the following Due Process Protocol as set forth below:

Due Process Protocol

 This Due Process Protocol supports its HTIA members and ensures the highest quality of qigong practice, teaching, and healing through the proper and effective use of qigong. All members of the HTIA, as a condition and ongoing requirement of membership, shall subscribe to this HTIA Due Process Protocol. It contains the criteria upon which HTIA due process deliberations are based when official written complaints are made against a member instructor from any legitimate source, whether that is a student, client, colleague, fellow instructor, or a person from the general public. Robert’s Rules of Order shall always be followed in meetings connected with the Due Process Protocol procedure.

Application of Due Process Protocol to Members:

     (1) Any person, whether or not a member of the HTIA, may initiate a charge of ethical violation against any member of the HTIA.

    (2) Any charge of wrong doing must be submitted in writing to the HTIA Board of Directors which shall pass on the allegation to the HTIA Ethics Committee. The charge or allegation must specify the time and place of the alleged ethical violation, and must be signed by the complainant.

    (3) The HTIA Ethics Committee shall inform the member, through an informal communication, of the charges against him or her and solicit the member’s informal response to the charges. The Ethics Committee will then informally communicate this response to the complainant. If the complainant drops the charges the matter shall be deemed resolved and no further action need be taken.

    (4) If, upon hearing about the response of the member, the complainant does not drop the charges, and the Ethics Committee determines that cause for further inquiry exists, the Ethics Committee shall set a time and place for a hearing and shall notify the member and the complainant, by certified mail, of the time and place for such hearing.

    (5) The purpose of the Ethics Committee hearing shall be to gather all the facts related to the alleged violation. The charged member may appear in person or by a representative, or may submit a written defense to the Ethics Committee at least 48 hours prior to the time of the hearing. At the hearing, the charged member shall have the right to cross examine the   complainant and any witnesses presented by the complainant who may appear to testify against the member. The charged member shall also have the right to present witnesses and the complainant shall be able to direct questions to the charged member and her or his witnesses only through an Ethics Committee member designated for this purpose. The hearing shall be recorded and a transcript of the proceedings, if any, shall be available at cost.

    (6) No later than thirty (30) days following the hearing, the Ethics Committee shall submit a report of its findings to the Board of Directors and recommend either:

 a) dismissal of the charges; or

 b) censure or warning; or

 c) suspension from the HTIA membership for a definite or indefinite period of time; or

 d) expulsion from the HTIA membership.

The Board of Directors shall send, by certified mail, a copy of the report and recommendation to the charged member.

    (7) If the Ethics Committee recommends censure, warning, suspension or expulsion of a member, the member shall have thirty (30) days from the date of the receipt of the Ethics Committee report, communicated or delivered by the Board, to submit written objections to the findings or recommendations of the Ethics Committee to the Board.  

    (8) The Board shall review the findings and recommendation of the Ethics Committee      
      and any written objections submitted by the member and shall reach a final decision. The    
      Board shall then notify the member in writing, by certified mail, in a timely fashion.

C. The Board of Directors, at its absolute discretion, may set a time for the cessation of an exclusion of a person from membership when such person has been excluded pursuant to the procedures contained in the HTIA Due Process Protocol after which time the person can reapply for membership, which may be granted only by the Board. Following acceptance of a person as a Member, the Board may impose a probationary period of time during which the accepted person/Member will not be able to hold office or serve as a member of the Corporation’s staff. After satisfactory completion of such probationary period, a full and unrestricted membership shall ensue for the person/Member involved. 
 


ARTICLE V

BOARD OF DIRECTORS

SECTION 1.  General Powers and Responsibilities:

A. HTIA policies shall be determined by and its business and affairs shall be managed by, its Board of Directors or, as directed by the Board, an Executive Committee of the Corporation as the Board shall, in its absolute discretion, determine. When directly administering HTIA business, the Board or the Chairperson President of the Board shall be responsible for overseeing the business management, administration and budget of the Corporation. Acting in concert with the recommendations of the Chairperson President, the Board shall also be responsible for the selection, hiring, and termination of HTIA staff, including the positions of any staff executives.

B. When and if, the Board of Directors should decide that a management and/or administrative outside contractor should be selected and utilized to carryout HTIA business, the Board may select and hire such a contractor. The Board may negotiate the terms of a selected contractor’s contract, including its terms for oversight of the budget, business operations, administration and management of HTIA. Such selected contractor need not be an HTIA Member.

C. Additional requirements shall be:

(1) The Chairperson President shall make an Annual Report to the HTIA Board of Directors by January 15th of each year, which shall include, at a minimum, information on the general operations and finances of HTIA business and the policies guiding its management and administration for the previous year.
 
(2) All matters concerning Directors of the corporation shall be consistent with and adhere to the provisions of Title 8, Subchapter IV, §141 of the Delaware Corporate Code.


SECTION 2.  Liability:

The Board of Directors shall not be liable to the HTIA organization for any unintentional, negligent act or for any mistake in judgment made in the good faith belief that the judgment, and any act taken in furtherance thereof, was in the best interests of HTIA, or otherwise, except for their own individual willful misconduct, intentional wrongdoing, gross negligence, or bad faith. It is the intent of the Corporation to incorporate and comply with all of those provisions set forth in Title 8, Subchapter I, §§101-110 and §114,  and Title 8, Subchapter IV, §145 of the Delaware Corporation Act pertaining to indemnification of Directors and officers.

SECTION 3.  Manner of Acting:

A. Formal action by the Board of Directors shall only be taken at a Meeting where a quorum exists.  The vote of a majority of the Board present at any Meeting at which a quorum is present shall constitute a formal action for all actions except:

    (1) the recommendation of dissolution of the corporation to the Membership; and

    (2) the removal of a Director from the Board of Directors; and

    (3) amendment or repeal of a bylaw of the corporate bylaws,

all of  which shall require a super majority of sixty-six and 2/3rds percent (66 2/3%) of the Board voting in favor of such a recommendation, removal, amendment or repeal.

SECTION 4.  Composition of the Board:

The Board shall consist of at least five (5) and not more than eleven (11) Directors. The number of Directors to serve in each year within this range shall be determined by the Board of Directors. The Board shall communicate to the Nominations Committee the number of Director positions needed to be filled in each year for the purpose of acquiring applicants/candidates to fill these designated positions.

SECTION 5.  Elections for the Board of Directors:

A. Elections for the Board of Directors shall be conducted at the Annual Meeting of the HTIA Members (See Article VI). Directors shall assume their positions at the first regular Meeting of the Board following the Annual Meeting of Members. The outgoing Chairperson President leaving his or her position after expiration of his or her term shall chair the first Meeting of the incoming, newly constituted Board until the election of the new Chairperson President is accomplished at the Meeting after which the retiring Chairperson President shall relinquish the position of Chairperson President to the newly elected Chairperson President.

B. Each year, on or before August 15th, the Board of Directors shall appoint persons to serve on a Nominations Committee, which shall be a standing committee of at least five (5) members at least one of which shall be from the HTIA Board of Directors. The Chairperson President shall be an ex-officio (by virtue of his or her office) Member of this Committee and also have voting privileges at meetings of the committee.  Other members of this committee shall be appointed by the Board of Directors at a meeting to be held on or before August 15th of each year at which the formation of the Nominations Committee is an agenda item.  HTIA Members, not currently serving on the Board, who wish to serve on the Nominations Committee, must submit a short biographical sketch to the Board not less than three (3) days prior to the Board Meeting considering the formation of the Nominations Committee. To insure continuity of work of the Committee and to take advantage of the experience of members of the Committee, the Board may allow at least three (3) to five (5) members to stay on the Committee from year to year.

C. The Nominations Committee shall recommend candidates for the Board of Directors of the Corporation to the Board. In accomplishing this, the Nominations Committee shall send out a letter each year soliciting applicants for Board of Directors membership to the HTIA Membership no later than the 15th of October of each year and to such other individuals or groups or associations as it deems appropriate. In the event that any selected and approved candidate/nominee for the position of Director declines to consent to stand for election, the Nominations Committee shall then make an alternate recommendation.

D. All applicants or candidates for the position of Director shall submit a brief biographical sketch and a position statement to the Nominations Committee for review by the Committee by no later than December 15th of each year and subsequently, by the Board of Directors. The Nominating Committee shall prescreen applicants for Board positions prior to recommending nomination candidates to the Board. The prescreening process may include background checks of possible nominees, credit checks and solicited comments, opinions or recommendations of persons or businesses familiar with a particular applicant. The Committee shall contact each applicant or candidate and obtain their specific consent to the nomination and to serve if elected.  The Nominations Committee shall mail, or send by confirmed e-mail or confirmed facsimile, the sketches and position statements of possible nominees to the Board at least ten (10) days prior to the last Regular Board Meeting prior to the Annual Meeting of the HTIA Membership.
 
E. The Nominations Committee shall report its recommended applicants and the consent of each to serve if elected to the Board at the last Regular Board Meeting prior to the Annual Meeting of the Board. The Board shall be free to inquire of the Nominations Committee or any of its individual members why a particular applicant candidate was deemed suitable for nomination or was not deemed suitable. In offering nominated candidates to the Membership, the Board of Directors shall submit at least two (2) more candidates that there are positions to be filled on the Board to insure an appropriate number of candidates are offered to the Membership from which the Membership may chose in voting for Directors.

F. At the Annual Meeting of the Membership, the Nominations Committee shall present all Board approved nominees for election to the Board of Directors to the assembled Membership. The Committee may also mail or email to the Membership, a list of approved nominees along with their position statements and biographical information. If submitted by an applicant or candidate, the Board may send out to the Membership, prior to the Annual Meeting, brief biographical sketches and position statements of the applicant candidates approved by the Board. If the nominee is not present at the Annual Membership Meeting, a written statement from the nominee may be read by any member of the Nominations Committee or by an HTIA member selected by the nominee to the assembled Membership on behalf of the absent nominee.

G. Following the presentation of the nominees at the Members’ Annual Meeting, voting for Directors shall be carried out using written or electronic ballots prepared by the Nominations Committee.  A time period of two (2) weeks after the ballots are mailed or sent electronically shall be allowed for return of written or electronic ballots sent out by the Committee. Only HTIA Members in good standing and whose payment of annual dues is current shall be entitled to vote for Directors or any other matters put to the Membership.  A Member(s) of the Nominations Committee, designated by the Committee, shall collect the voted ballots, count them, verify that a quorum of ballots has been submitted and received, and deliver the results of the election to the Board. The Board shall then communicate the results of the voting to newly elected Directors and the Membership.        

SECTION 6.  Term:

A. All vacancies on the Board of Directors shall be filled within ninety (90) days of the vacancy having been created. A vacancy in Board membership because of death, resignation, removal, total disability, incapacity, disqualification or otherwise, may be filled by the Board of Directors’ vote or appointment of a replacement for the un-expired portion of the term, not to exceed 364 days, of the departing Director. Elections to fill these vacated Directorships shall be carried out as described in Article V, Section 5. with the exception that the election may take place at any duly called and noticed Special Meeting of the Board of Directors.

B. The term for each Board member shall be three (3) years or until his/her successor shall have been elected and qualified, except that the terms of the initial Board Members elected after the approval and ratification of these Amended and Restated Bylaws shall be staggered such that one-third (1/3) of the Board, or as near as may be, shall serve a term of one year (with the proviso that these one year term Directors shall be allowed to apply immediately for and be nominated for a full three year term subsequent to the expiration of their one year term), one-third (1/3), or as near as may be, shall serve a term of two (2) years and one-third (1/3), or as near as may be, shall serve a term of three years. Those Directors initially elected to a two year term shall not be allowed to reapply for a nomination to a three year Board term until a one year hiatus from the Board shall have passed. This provision shall also apply to any Director who has served a three year term. Thus, one-third (1/3), or as near as may be, of the Members of the Board shall be newly elected each year.

C. Any qualified and properly elected Member of the Board may serve unrestricted, successive three (3) year terms on the Board subject to a one year hiatus from Board membership after completion of a term. (Initial one year term Directors shall be allowed their one year term and subsequent three year terms with an intervening one year hiatus.) An appointment to serve a partial term due to a vacancy on the Board shall not be considered an elected term of service on the Board.

D. Pursuant to the Delaware Corporation Code, General Standards of Conduct for Directors and Officers, Directors and officers of the HTIA shall discharge their duties as Directors and officers, including their duties as members of any standing committees or Board created temporary committees:

     (1)  in good faith; and

     (2)  with the care an ordinarily prudent person in a like position would exercise in the same or similar circumstances; and
 
     (3)  in a manner the Director or officer reasonably believes to be in the best interests of the HTIA nonprofit corporation.

SECTION 7.  Special Elections:

A. Should a Director’s position be vacated during his/her term in office because of resignation, death, disability or removal, the Board shall hold a Special Election by the Board to elect a substitute(s) Director(s).  The Nominations Committee shall nominate one or more candidates, as deemed necessary, to fill such a vacancy on the Board. The election of the substitute Director(s) shall be accomplished by the Board for a term not to exceed 364 days. No vacancy shall be allowed to continue as such beyond ninety (90) days from the date the vacancy was created.

B. After the expiration of the term of the substitute Director, the substitute Director shall be replaced by a duly elected Director elected by the Membership pursuant to the election process presented above. A substitute Director shall serve on the Board for no longer than 364 days, however, he or she, if at all possible, shall serve until a replacement Director is elected to insure that another vacancy is not created due to the timing of the election of the replacement Director. Any nominee for substitute director must consent to run for election to the Board as a substitute Director.  A substitute Director elected to fill a vacancy caused by resignation, death, total disability or removal shall be free to apply for nomination as a regular term Director and be nominated therefore to the electorate by the Board.

SECTION 8.  Newly Created Directorships:

Newly created Directorships resulting from an increase in the number of Directors shall be filled by a vote of the Membership at its Annual Meeting. Elections to fill these Directorships shall be carried out as described in Article V, SECTION 5. with the exception that an election may take place at any duly called and noticed Special Meeting of the Membership.

SECTION 9.  Removal of Directors:

Any Director may be removed “for cause” by a 2/3’s majority vote of the voting Directors. Directors may not be removed without good cause. Good cause shall include, but shall not be limited to:
    (a) non-attendance at three (3) consecutive Board Meetings; or

    (b) prior termination for cause: or

    (c) conviction of a felony; or

    (d) violation of a Bylaw or Delaware corporate law in detriment to the corporation; or

    (e) nondisclosure of a personal advantage, benefit or interest from a Board action; or

    (f) suspension or termination of membership in the organization pursuant to Article IV, SECTION 1, (E).

Removal for cause of Directors of the Corporation shall be governed by and made pursuant to relevant sections of the Delaware Corporation Code presented a Title 8, Subchapter IV, §141.

SECTION 10.  Resignation:

A Director or officer may resign at any time by giving written notice to the Board, the Chairperson President of the Board or the Secretary of the Corporation. Pursuant to Title 8 of the Delaware Corporate Code, Subchapter IV, §141, a resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events stated in the resignation. Such resignation shall be made in conformance with Article VII, SECTION 7. of these Bylaws concerning return of documents and materials.


SECTION 11.  Compensation:

No compensation shall be paid to Directors, as such, for their services.  Costs and expenses for Board activities or needs may be authorized and ordered paid by action of the Board.

SECTION 12.  Executive Committee:

An Executive Committee, consisting of all of the officers of the Corporation, including the Chairperson President of the Board, shall exist under the authority of these Bylaws. The Executive Committee, working in coordination with the Chairperson President, shall have all of the authority of the Board of Directors to act as management for the Corporation if such authority is not specifically vested in or reserved to the Chairperson President and/or the Board, and such other special authority as is set forth in these Bylaws. Minutes shall be kept of all Executive Committee meetings by the Assistant Secretary of the corporation and duly transmitted to the Board of Directors in a timely fashion. The minutes shall be approved by the Chairperson President before they are submitted to the Board of Directors.

SECTION 13.  Chairperson President of the Board:

At the first Regular Meeting of the Board following its Annual Meeting, the newly seated Directors and the remainder of the current Board shall elect the Chairperson President of the Corporation. The Chairperson President shall serve for a term of one (1) year. Multiple, consecutive terms as Chairperson shall be allowed. The Chairperson President shall be the representative of the Board of Directors and HTIA in all matters. The Chairperson President shall preside over all Meetings of the Board of Directors, unless s/he delegates this authority to some other appropriate person or officer. If the Chairperson President is absent from any Meeting of the Board, then the Vice President, if any has been appointed, shall preside over the Meeting. If the Vice President, is unable to preside over the Meeting, then the Board of Directors may elect one from their own number in attendance to preside over the Meeting but only for that particular Meeting. The Chairperson President may be removed as Chairperson President by a majority vote of the other Directors at a Special Meeting called for this purpose or at a Regular Meeting of the Board when this subject has been properly included in the Agenda for such Regular Meeting.

ARTICLE VI

MEETINGS OF DIRECTORS
 

SECTION 1.  Annual Meeting:

An Annual Meeting of the Directors shall be held on the 15th day of the month of February of each year or, if this date should not be convenient for the Board or need to be rescheduled for good reason by the Board, then at the next earliest convenient date in the preceding January or subsequent March as the Board of Directors may, in its absolute discretion, determine.  The time, date, place, and agenda of the Annual Meeting of the Board of Directors shall be set by the Board of Directors. Any Board Meeting may be conducted by way of telephone or video conference by which all Members of the Board may hear one another at the same time (See SECTION 4. below).

SECTION 2.  Regular Meetings of the Board of Directors:

A. Regular Meetings of the Board of Directors may be called by the Chairperson President of the Board of Directors or by a majority vote of the Board of Directors. Regular Meetings of the Board of Directors may be held via properly noticed meetings at a physical location, and date and time set by the Chairperson President or by the Board.

B. All Directors are to be physically present or via telephone conferencing from an appropriate origination location for the conference call approved by at least a majority of the Board Members. After the first Meeting of the Board, subsequent Regular Board Meetings shall be held, on proper notice, at least once every three (3) months. Board Meetings shall be closed and limited to Directors and officers only, except those persons specifically invited to attend by action of the Board. Minutes of all Meetings of the Board shall be taken and transcribed by a designated officer of the corporation. Prior to Board approval and acceptance of these proposed minutes and at least three (3) days prior to the next scheduled Board Meeting, a designated officer shall send to all Directors a copy of the proposed minutes for their review.

C. Proposed minutes may be amended and corrected by motion and majority vote at the Meeting at which their approval is an agenda item to be taken up by the Board. Minutes shall be approved by the vote of the majority of the Board and subsequently signed by the Secretary or other officer of the corporation attesting to the Minutes as the duly approved Minutes of the Board of Directors and pursuant to which the Board formally acts.

SECTION 3.  Special Meetings:

Special Meetings of the Board of Directors may be called by the Chairperson President of the Board of Directors and at least two concurring Directors, or by a majority vote of the Board of Directors. The persons authorized to call Special Meetings of the Directors shall fix the date, time, place and the agenda for any Special Meeting of the Directors called by them.

SECTION 4.  Meetings by Telecommunication:

Pursuant to the Delaware Corporation Code, Title 8, Subchapter IV, §141 (i), any or all of the Members of the Board of Directors may participate in an annual, regular or special meeting of the Board by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting.
A Board Member participating in a meeting by this means is deemed to be present in person at the meeting. Voting shall be allowed by voice vote, by mail, by confirmed email with secure electronic signature balloting over the Internet or by signed Adobe pdf or comparable file format attachments to email or by confirmed facsimile bearing an authentic signature of the Member voting pursuant to the Delaware Corporation Code and these Bylaws.

SECTION 5.  Action Without a Meeting:

In accordance with the Delaware Corporate Code Title 8, Subchapter IV, §141 (f), as amended from time to time, any action required or permitted to be taken at any Meeting of the Board or by a Committee thereof, may be taken without a Meeting if all Members of the Board or such Committee, as the case may be, consent thereto in writing, setting forth the action so taken, and such writing is filed with the Minutes of the proceedings of the Board or such Committee. Any action so taken shall be effective when all Directors or committee members, as the case may be, have signed their consent, unless otherwise specified therein. 

SECTION 6.  Place of Meetings:

The place for the Annual, Regular or Special Meetings of the Board shall be designated to be at the principal place of business of the Corporation by the persons responsible for the calling of the particular Meeting unless the Board shall determine otherwise and decide that the particular meeting be at some other location or be by telephone conference originating from a location indicated and agreed to by the Board.

SECTION 7.  Quorum:

A majority of the Board of Directors shall constitute a quorum of the Board for any Meeting.

SECTION 8.  Notice of Meetings:

Notice of any meeting of the Board of Directors shall be given at least five (5) business days previous thereto and not more than fifty (50) calendar days prior thereto, by written notice delivered personally, or by confirmed electronic mail or confirmed facsimile (confirmed meaning responded to and acknowledged as received by the recipient), or mailed to each Director at his/her home or business address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with proper first class postage prepaid.

SECTION 9.  Waiver of Notice:

The attendance of a Director at a Meeting shall constitute a waiver of notice of such Meeting, except where a Director attends a Meeting only for the express purpose of objecting to the transaction of any business thereat because the Meeting was not lawfully called or convened by proper notice.

SECTION 10.  Proxies Allowed:

At any Meeting of the Board of Directors, a Director entitled to vote may vote by proxy delivered to a fellow Director who shall be present at the Director Meeting either in person or by electronic means. The proxy must be in writing or confirmed email if it is to be utilized for Board action without a meeting.

SECTION 11.  Presumption of Assent:

A Director of the Corporation, who is present at any Meeting of the Board at which action on any corporate matter is undertaken, shall be presumed to have assented to any action taken unless:

A. his or her dissent shall be entered in the Minutes of the Meeting; or

B. he or she shall file his or her written dissent to such action with the person acting as the Secretary of the Meeting before the adjournment or closure thereof; or

C. he or she forwards his or her dissent by registered mail to the Secretary of the Corporation immediately after the adjournment or closure of the Meeting.
 
Such right to dissent shall not apply to a Director who voted in favor of any such action.

SECTION 12. Conduct of Meetings:

Unless altered or amended by majority vote of the Board for good cause, meetings of the Board or the HTIA Membership shall be conducted according to the following basic agenda:

    (1)          Opening Remarks by the Chairperson President.

    (2)          Approval of last Meeting Minutes.

    (3)         Treasurer’s Report.

    (4)          Special Reports requisitioned by the Board and Committee Reports.

    (5)          Presentation of resolutions requiring a vote.     

    (6)          New Business.

    (7)         Setting of time, date and place (or origination) of next meeting.

    (8)         Adjournment or Closure.

ARTICLE VII

OFFICERS

SECTION 1.  List of Officers; Assistant Officers; Multiple Offices:

A. The officers of the Corporation shall be a Chairperson President, a Vice President, a Treasurer, a Secretary and an Assistant Secretary. All except the Treasurer, who need not be an HTIA Member, shall be HTIA Directors.

B. All officers shall be elected by a majority vote of the Board at a properly scheduled Meeting of the Board. Such other officers and assistant officers, as may be deemed necessary by the Board, may be elected or appointed by the Board of Directors. With the exception of the Assistant Secretary, who shall be considered an executive officer with full voting powers, assistant officers shall not be considered officers qualified to serve as officers on the Executive Committee.

C. The Secretary or the Assistant Secretary shall take meeting minutes at Executive Committee meetings unless neither are present, in which case a substitute minute taker shall be designated by the Chair of the meeting.  Any two offices may be held by the same person, as provided for by Title 8, Subchapter IV, §142 of the Delaware Corporation Code, except that the offices of the Chairperson President and the Secretary shall not be held by the same person.  

SECTION 2.  Qualification, Election, and Term in Office:

A. Any Director may be elected an officer of the corporation. Officers may be elected by the Board of Directors at their Annual Meeting, at a Regular Meeting or at a Special Meeting called for this purpose, but they must be elected by the Board no later than at the first Regular Meeting of the Board of Directors held after the Annual Meeting of the Board or at a Special Meeting called to elect a new Director or substitute Director.

B. Each officer shall hold office for one (1) year or until his/her successor shall have been duly elected and shall have been qualified, or until his/her death or total disability, or until he/she shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.  Vacancies:
 
 A vacancy in an officer position due to death, resignation, removal, total disability, disqualification or otherwise, may be filled by the Board of Directors’ vote or appointment of a replacement for the un-expired portion of the term of the departing officer. Elections to fill these vacated officer position shall be carried out as described in Article V, SECTIONS 4, 5 & 7. with the exception that the election may take place at any duly called and noticed Special Meeting of the Board of Directors. Replacements shall be only for the unexpired term of the officer position and shall not exceed 364 days.

SECTION 4.  Duties:

A. Chairperson President:

    (1)    The Chairperson President shall be a current Member of the Board with at least one year of immediate prior experience on the Board and shall be elected by the Board of Directors. The Chairperson President shall be elected every year immediately following the seating of the newly elected Directors of the Corporation at the first Meeting of the Directors following the Membership Annual Meeting. He or she shall preside at and chair all Meetings of the Board of Directors and shall be the spokesperson for the Board of Directors and the Association.

    (2)    The Chairperson President shall be responsible for informing the Board of any relevant issues and for communicating meeting agendas to the Board of Directors prior to Meetings of the Board. He/she shall act to co-ordinate the activities and affairs of the Board and shall be empowered to gather agenda items and information from committees.  The Chairperson President shall have the power to call Special Meetings of the Board of Directors pursuant to the further requirements of notice and agenda set forth in these Bylaws.

    (3)    The Chairperson President shall serve as a Member of the Board and shall be a representative of the Board of Directors in any and all matters concerning the corporation which the Board of Directors shall designate.  He or she shall be empowered to sign checks and official documents, attend Board Meetings, prepare and send official correspondence with assistance from the Board and delegate duties as deemed necessary by himself/herself or the Board. At the discretion of the Board, she/he may sign, with the Secretary or any other proper officer of HTIA, thereunto authorized by the Directors, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and the execution thereof shall be expressly delegated by the Directors or these Bylaws to some other officer or agent of HTIA, or shall be required by law to be otherwise signed or executed. The Chairperson President shall report his/her activities and those of all other officers to the Board of Directors whenever requested by the Board to do so.
 
    (4)    In the event of the resignation, death, unavailability, incapacity or other cause of vacancy of the position of Chairperson President, the authority and powers of the Chairperson President shall be vested in a Vice President selected and appointed as such by the Board of Directors. In the event of any tie vote of the Board as to a matter properly brought before the Board or an election conducted by the Board, the vote of the Chairperson President on the matter or the election to be decided shall be weighted to provide the deciding vote on such matter or election.
 
    (5)    As conveniently as possible after a vacancy of the position of Chairperson President has occurred, the Board shall meet and elect a new Chairperson President to serve out the remainder of the term of the Chairperson President leaving or vacating the position.

B. Vice President:  
    (1)    The Vice President shall be elected by the Board of Directors from among its Members immediately after a Chairperson President is elected. If the Vice President is unwilling or unable to serve as acting Vice President, then the Board of Directors shall meet in special emergency session to elect a successor Chairperson President to take the place of the resigning or vacating Chairperson President and to elect another Vice President.

    (2)    The Vice President shall aid the Chairperson President of the Corporation in all affairs and business of HTIA and shall sign checks and administer Board elections as required by the Chairperson President or the Board of Directors. In the absence of the Chairperson President or in the event of his or her death, inability, incapacity or refusal to act, the Vice President shall perform all of the duties of the Chairperson President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson President. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the Chairperson President or by the Board of Directors.

C. Secretary:  The Secretary shall keep the Minutes of all Board of Directors' Meetings including all Annual, Regular and Special Meetings; shall post Meeting Minutes at the business premises, if necessary; shall be the custodian of the seal of the Corporation, if any, and, in general, shall perform all of the duties as from time to time may be assigned to him or her by the President or the Board of Directors.

D. Assistant Secretary: The Assistant Secretary shall be a stand by officer and shall serve on the Executive Committee as a full member of the Committee with voting privileges. His or her duties shall be assigned by the Board or the Chairperson President or the Secretary and shall include, at a minimum, the taking of the meeting minutes of the Executive Committee meetings and filling in for the Secretary when needed and performing the duties of the Secretary whenever requested by the Board or the Chairperson President.

E. Treasurer:  The Treasurer shall oversee the financial affairs of HTIA, shall sign checks, file tax forms as required and other required financial forms and shall prepare required financial reports,. If required by the Board of Directors, the Treasurer shall give a bond for the faithful performance of his/her duties in such sum and with such surety as the Directors shall determine. The Treasurer shall have the charge and custody of and be responsible for all of the funds and securities of HTIA; shall receive and give receipts for moneys due and debts payable to HTIA from any source whatsoever; shall deposit all such moneys in the name of HTIA in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws; and in general shall perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. Should the Board determine that a Treasurer needs to be removed or replaced, it shall have the power to do so by majority vote at any Annual, Regular or Special Meeting of the Board. The Treasurer need not be an HTIA Member and may be an outside contractor should the Board so determine.

SECTION 5.  Staff:

The Board of Directors may select and appoint staff as it deems appropriate or required and who shall have such duties as shall be determined by the Board of Directors. The staff shall receive such remuneration and reimbursement of expenses as the Board of Directors shall, from time to time, determine.  

SECTION 6.  Accountability, Removal of Directors and Officers:

Each officer and staff member shall be accountable to the Board of Directors for all actions performed on behalf of and in the name of HTIA. Officers and staff or staff directors, if any, shall serve at the discretion of the Board. An Officer or staff person may be removed from office with or without cause by a vote of a majority of Directors at a Regular or Special Meeting called for this purpose pursuant to Delaware Corporation Code.

SECTION 7.  Responsibility of Retiring and Terminated Officers and Committee Chairs:

Retiring or terminated Directors, officers, staff, staff directors and committee chairs shall turn over all HTIA files and important working documents to his or her successor, or in the case of resignation or termination, to the Board of Directors. To insure appropriate transitions of duties of Directors and officers, resignations of Directors and officers shall be made in writing and addressed to the Chairperson President or the Secretary or the Board of Directors and shall be effective, if made prior to the end of a term, only upon delivery to the Chairperson President, the Secretary or the Board pursuant to Article V, Section 10. above.

SECTION 8.  Bonding of the Officers

Should the Board of Directors so determine, the Treasurer and any other HTIA officer may be security bonded by the Board or the Board may request that the officer bond himself or herself at a dollar amount and by a surety to be determined by the Board.

 

ARTICLE VIII

COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 1.  Creation:
Committees may only be formed by and with the consent of the Board of Directors.  The Board shall approve said committees and their constituency, as the Board, in its absolute discretion, shall determine.

SECTION 2.  Members:
 Any Member of the Board of Directors shall be eligible to sit on any committee. Non-board members of HTIA may also be appointed to sit on HTIA Board or Bylaw authorized committees, subject to Board approval. Any Member of any HTIA committee may be removed by action of the Board without cause. All committee members shall be eligible to vote at their particular committee meetings on committee matters.

SECTION 3.  Dissolution:

The Board of Directors, in their absolute discretion, may dissolve any Board committee, standing or otherwise, at will, with or without cause.

SECTION 4.  Duties:

All committees shall be directly responsible to the Board of Directors.  Each committee must meet at least annually and, when requested, present a report to the Board of Directors of its activities or findings.  Each committee shall be required to keep regular minutes of its transactions and meetings and shall report the same to the Board for ratification, or other appropriate action at each next Meeting of the Board.

SECTION 5.  Board Rights:

Any committee shall send a committee representative to appear before the Board of Directors upon the Board's request.

SECTION 6.  Committee Quorums:

A majority of the members of any committee shall constitute a quorum of such committee.

SECTION 7.  Committee Proposals:

Any committee proposal shall be made by a committee when approved by a majority of the committee members at a meeting where a quorum is present.  All committee proposals are subject to approval by the Board of Directors prior to any action taken thereon.
 

SECTION 8.  Standing Committees:

A. The Board may designate from among its membership and from the membership of the HTIA, Standing Committees, each consisting of members of the HTIA and such Directors and officers of the Corporation as the Board shall designate. The number and function of the any Standing Committee shall be created by a majority vote of the Board. The number and function of the any Standing Committee shall be created by a majority vote of the Board and shall be of ongoing and of indefinite duration until terminated by Board action.

B. The Chairperson of each Standing Committee shall be appointed by the Board. All Standing Committees, by majority vote of the Committee, shall have the right to propose to the Board that new members be added to their respective Committees. Such proposals shall be reported to the Board by the Chairperson of the Committee making the proposal or his or her designee. The addition of new Member(s) of a Committee shall be subject to final approval of the Board. All Standing Committees shall be required to keep minutes of their transactions, deliberations and work results. The Committee Chairperson(s) shall report Committee decisions and the results of Committee work to the Chairperson President of the Board or the Secretary of the Corporation or to the Board of Directors, as the Board may direct.

C. At a Board Meeting, any Board Member who wishes to serve on a Standing Committee or any other committee, but is not appointed to that Committee, may nominate himself/herself to be so appointed, and the Board, upon obtaining a second to the “self-nomination”, shall vote to accept or reject this nomination by majority vote. Except as stated herein, the Standing Committees formed by the Board, as well as their work, shall be governed by Delaware Corporation Code Title 8, Subchapter IV, § 141 (c) (2)&(3) and restricted thereby.

D. Standing Committees of HTIA shall initially be as follows:

    (1)    Nominations Committee:
    {See Article V, Section 5. above}

    (2)    Certification Committee:
                
There shall be a minimum of three (3) members on this Standing Committee, one of which shall be a Member of the Board of Directors. Of these three minimum members, at least two must be senior instructors. One of the minimum members may be a different type of instructor. All three minimum members may be senior instructors. This committee shall be co-chaired and the co-chair persons must both must be senior instructors. Subject to Board approval and acceptance,the duties and responsibilities of this Committee shall be to:

(a) Determine and define Classes of Membership for the HTIA as set forth in Article III, SECTION 1. subsection (B.) above to be approved by the Board; and

(b)  Maintain the Board approved certification standards of the HTIA certification process; and

(c) Collect all the prerequisite information before testing instructors; and

(d) Establish and maintain contact with the HTIA Instructors who are to test those persons who are to be tested for certification and obtain from them certain information including, but not limited to, who passed a certification test, certificate issues and endorsements on HTIA certification certificates; and

(e)  Establish prerequisites for certification to be sent to and approved by the Board; and;

(f) Inform the HTIA Membership Committee and the HTIA Website Committee of a new members and/or upgrades of current members; and

(g) Send the list of new members or member upgrades to Tao Garden periodically so that Tao Garden will be able to place this information on its website; and

(h) Recommend qualifying members for Senior Instructor status subject to Board approval and the consent of Master Mantak Chia for this elevation; and

(i) Recommend improvments to the certification process and requirements to the Board on a periodic basis.


(3)     Website Committee:
    There shall be a minimum of five (5) members on this Standing Committee, one of which shall be a Member of the Board of Directors.  The duties of this Committee shall be to:

(a) communicate with the HTIA webmaster, regarding issues of website bugs, upgrades, and maintenance, and to work to maintain website backups; and
 
(b) manage and administer HTIA website membership signup and enrollment; and

(c) by way of a committee member liaison with the Newsletter Committee, coordinate website related newsletter functions and newsletter release with the Newsletter Committee; and        

(d) manage and moderate the HTIA forum, as well as generate interest in the Forum, including driving traffic to the website vis-a-vis the forum; and

(e) by way of a committee member liaison with the Marketing Committee, coordinate with the Marketing Committee on their needs and handling of HTIA website marketing needs; and
 
(f) improve website SEO (search engine optimization), either by accomplishing this work itself, or negotiating, securing and overseeing a private contractor explicitly for this purpose, subject to Board approval.

(4)         Newsletter Committee:
    This Committee shall have a minimum of three (3) members, one of which shall be a Member of the Board of Directors. The duties of this committee shall be to:

        (a) gather and/or write articles authored by Newsletter Committee Members,  HTIA members or outside articles of interest to the HTIA community; and

        (b) to manage and integrate HTIA website publication of Newsletter articles,  notices and information.

(5)     Membership Committee:
    There shall be a minimum of three (3) members on this Standing Committee, one of which shall be a Member of the Board of Directors. 
    The duties of this Committee shall be:

              (a) to organize and facilitate the execution of General Membership Meetings of the HTIA Membership.  This is to be accomplished by:

            (i) in the case of General Membership Meetings held by teleconference, to do the requisite preparatory work for the Board needed to accommodate  large-scale teleconferencing appropriate for the entire membership to participate in accordance with Article III, Section 1, Subsection C; and

            (ii) in the case of General Membership Meetings that are done via personal  attendance, to do the preparatory work in hosting this event, e.g. securing accommodations at a hotel, selecting and negotiating prices for a conference site, or appropriate venue; helping with registration processes and/or accommodating any catering needs; and

(b) to do the same or similar work as in (i) above for  HTIA “hosted” or “sponsored" workshops, events or retreats; and

(c)  to manage and administer registration and event fee collection to be delivered to the HTIA Treasurer.


(6)         Condo Committee:
           There shall be a minimum of one (1) member on this Standing Committee.  The duties of this Committee shall be to:
        (a) receive condo reservation requests from HTIA Members and put these into a  scheduling document or calendar which will store all such reservations; and
        (b) officially book and reserve the HTIA condo on behalf of Members who are in  the calendar; and
        (c) direct Members who wish to make reservations to pay condo dues when and where appropriate as per the Condo Policy;
        (d) report condo news to the Board of Directors as it may arise; and
        (e) send condo financial information and maintenance expense records to the Treasurer in a timely manner; and
        (f) update or expand HTIA Condo Policy at least once per year as necessary to reflect new retreat pricing and exchange rates, and to keep the overall use policy current.
 
    The HTIA Condo Policy shall be reviewed, assessed and modified as the Board should deem necessary and appropriate each year. It shall be made available or modified, as the case may be, by the Board for review or modification at the Annual Meeting of the Members.
 
    (7)    Marketing Committee:
    There shall be a minimum of three (3) members on this Standing Committee, one of whom shall be a Member of the Board of Directors. The duties of this Committee shall be to:
        (a) identify specific market opportunities for HTIA fund raising, education, research, development and application programs; and
 
        (b) negotiate marketing technical content and provide oversight to marketing activity and website based marketing of HTIA; and

        (c) submit bi-annual reports to the Board of Directors on advertising and marketing activities, their progress and their results; and

        (d) arrange for financial audits of both HTIA and any contractor managing HTIA marketing and advertising.

    (8)     Mentoring Committee:
    There shall be a minimum of three (3) members on this Standing Committee, one of which shall be a Member of the Board of Directors. The duties of this Committee shall be to:
        (a) make contact with Members and give them advice on how to grow their instructor business (including scheduling sites, advertising and marketing); and

        (b) how to teach effectively; and
        (c) provide guidance on principles for students learn and incorporate into their lives.

    (9)     Ethics Committee:
    There shall be at least three (3) members on this Standing Committee at all times. The duties of this Committee are to:

    (a) carry out HTIA Due Process deliberations under the Due Process Protocol upon receiving complaints of violations of the Ethics Code; and

    (b) make recommendations, if any, for modification of the Code of Ethics or the Due Process Protocol to the board of Directors.  
    
SECTION 9.  Special or Temporary Committees:

A. At the request of the Chairperson President, made to the Board of Directors, or, the Board, acting on its own initiative, may form a Special or Temporary Committee with a singular, special purpose or function.  Such Special or Temporary Committee’s purpose, function and activities must be reviewed at least annually by the Board and annually authorized by the Board should the Special or Temporary Committee’s duration exceed one (1) year.  Special or Temporary Committees may only be dissolved only by action of the Board of Directors.

B. The Chairperson President, with the advice and consent of the Board of Directors, may appoint Special or Temporary Committees with specific functions to carry out and fulfill executive or other specific functions, made up of either Directors and/or other HTIA Members and/or non-members, and invest such Special or Temporary Committees with such powers as they shall require to fulfill their function or Board directives, subject to review and approval of the Board.

C. The membership or constituency of such Special or Temporary Committees shall be subject to the power of the Board to dissolve the committee at any time and to remove or dismiss any Special Temporary Committee member for cause or for no cause, as the Board shall, in its absolute discretion, determine. All Special and Temporary Committees shall be required to keep minutes of their transactions, deliberations and work results, and shall send a report, at least quarterly, to the Board for appropriate consideration and/or action of the Board at each next Meeting of the Board.

 

ARTICLE IX

LEGAL AND FINANCIAL INSTRUMENTS

SECTION 1.  Contracts:

The Board of Directors may authorize any officer or officers, and any staff director or staff directors, to enter into any contract or execute and deliver any instrument in the name of and on behalf of HTIA and such authority may be general or confined to specific instances or documents.

SECTION 2.  Loans:

No loans shall be contracted on behalf of HTIA and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

SECTION 3.  Checks, Drafts and Important Documents:

All checks, drafts, or other orders of payment of money, notes, or other evidence of indebtedness issued in the name of HTIA shall be signed by at least one of the following: the Chairperson President, the Vice President, or the Treasurer or as otherwise determined by resolution of the Board of  Directors.  

SECTION 4.  Deposits:

All funds of HTIA, not otherwise employed, shall be deposited by the Treasurer at least monthly to the credit of the HTIA in such banks, trust companies, or other depositories, which shall be federally insured, as the Board of Directors may determine and select.

SECTION 5.  Gifts and Bequests:

The Board of Directors may accept, on behalf of HTIA, any contribution, gift, or bequest for general purposes or for any special purpose of HTIA. No funds received by donation, bequest or other similar means shall be diverted from the use to which they may be assigned by the donor, attestor or other benefactor, unless such use is contrary to or in conflict with the purposes of HTIA. No gift or donation which might jeopardize or violate the status of the HTIA as a nonprofit organization or as an exempted nonprofit organization shall be accepted by the corporation.

 

ARTICLE X

FISCAL YEAR

The fiscal year shall begin on January 1st and end on December 31st of each year.

 

ARTICLE XI

AMENDMENTS TO THE BYLAWS

A. The Board of Directors shall be notified of the time, date, and place of any Meeting to formulate recommendations for amendment or repeal of Bylaws. The Board shall propose to the Membership, by a two thirds (66 2/3s %) majority vote, either amending or repealing Bylaws.  This notice to the Board shall be mailed or otherwise delivered to the Members of the Board as set forth in Article VI, Section 8. above, at least ten (10) days prior to such Meeting and no more than fifty (50) days before the meeting.  

B. Amending Bylaws by the Membership must comport with Title 8, Subchapter I, §109 of the Delaware Corporate Code. Bylaws may only be amended by the vote of the of two thirds (66 2/3’s %) the Membership voting in favor of the amendment or repeal, present at an Annual or Regular Meeting where the amendment or repeal of the Bylaws is properly noticed on the agenda for the Members’ Meeting or at a Special Membership Meeting properly noticed and called for this purpose. Any agenda including a Bylaw amendment or repeal shall inform the Members of the substance and content of the recommended amendment or repeal and why it is being recommended by the Board. There must be a quorum present at any such Members’ Meeting of the Board or a meeting of the Membership in order to conduct the business of amending the Bylaws

C. Any HTIA Board Member or HTIA Member may propose to the Board of Directors that the membership approve any proper and lawful amendment to the these Bylaws and/or approve a repeal of these Bylaws by an affirmative vote of the majority of the Directors present at any Annual, Regular or Special Meeting of the Board is sufficient to place this proposition before the membership for their consideration, provided that no action may be taken which would materially change or alter the purposes for which HTIA was formed or which would affect adversely the standing of HTIA as a recognized, tax exempt organization and a nonprofit corporation organized under the laws of the State of Delaware.

 

ARTICLE XII

DISSOLUTION OF THE CORPORATION

SECTION 1.  Determination of Dissolution:

Any proposal to dissolve HTIA to be taken to the Membership shall be accepted and approved by the Board of Directors at a Regular or Special Meeting held for this purpose. A vote on this issue will be carried out at this Meeting.  The proposal must receive at least a two-thirds (2/3’s) majority of the vote of the entire HTIA Board to be approved and sent on to the Membership. A two-thirds (2/3) majority vote of the Membership eligible to vote, shall be required to dissolve the corporation.


SECTION 2.  Dispersal of Assets:

The Board of Directors shall only disperse assets upon dissolution in accordance with Section 501(c) (3) of the Internal Revenue Code of 1986, as amended,, and the Delaware Corporation Code (Nonprofit Nonstock Corporation law) Title 8, §114 and §276, Dissolution of Non Stock Corporation .

 

ARTICLE XIII

EXEMPT ACTIVITY

Notwithstanding any other provision of these Bylaws, no Member, Director, officer, staff director, agent or representative of HTIA shall take any action or carry on any activity by or on behalf of HTIA not permitted to be taken or carried on by a nonprofit, nonstock corporation, contributions to which are deductible under the applicable provisions of the Internal Revenue Code of 1986, as amended, and its regulations as they now exist or as they may be hereinafter amended.  

 

ARTICLE XIV

WAIVER OF NOTICE OF MEETINGS

Whenever, under the laws of the State of Delaware pertaining to legal notice, or by or under the provisions of these Bylaws which pertain to notice of meetings, a waiver, in writing, is signed by persons entitled to such notice, whether before or after the time stated therein for the Meeting, it shall be deemed equivalent to the giving of such notice of the Meeting.

 

ARTICLE XV

INDEMNIFICATION

Every person who is or shall be or shall have been a Director or officer or staff director, staff person or agent or employee of HTIA and his or her personal representative shall be indemnified by HTIA against all costs and expenses reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit or proceeding to which he or she may be made a party by reason of his/her being or having been a Director, officer, staff director, staff person, agent or employee of HTIA or an affiliate thereof, except in relation to such matters as to which he/she shall be finally adjudicated in such action suit or proceeding, to have acted with gross negligence, illegally or in bad faith and to have been liable by reason of willful misconduct in the performance of his/her duty as such Director, officer, staff director, staff person, agent or employee.  “Cost and Expenses” shall include, but not be limited to, attorney’s fees, damages and reasonable amounts paid in any settlements. Indemnification of Directors, officers, staff directors, staff persons, agents and employees of HTIA shall be provided for and allowed to the fullest extent of the provisions therefore set forth in Title 8, Subchapter 3, §114 and §145 of the Delaware Corporation Code.  

 

ARTICLE XVI

INFORMAL ACTION

Any action required or permitted to be taken at any Meeting of the Board of Directors or any Committee of HTIA, may be taken without a Meeting if, prior to such action, a written consent thereto is signed by all of the Members of the Board of Directors or of the Committee, as the case may be, and such written consent is filed with the Minutes of the proceedings of the Meeting of the Board or the Committee.

 

ARTICLE XVII

ADVISORY COUNCIL

    The Board of Directors shall be empowered to appoint an Advisory Council, which shall act in an advisory capacity to the Board and the Corporation in matters of policy, ethics and business affairs of the Corporation. The Advisory Council may be composed of any experts, consultants, advisors, professionals or any people who the Board determines will operate to further the business and purposes of the Corporation and advise it accordingly. The times, dates and places of the Meeting of the Advisory Council shall be subject to the direction and approval of the Board and the Board shall be responsible for all costs and expenses associated with the Meetings and work of the Advisory Council. The Board shall also have the power and responsibility to appoint a Chairperson or Co-Chairpersons to Chair the Meetings of the Advisory Council and co-ordinate its work and development.  

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Secretary of the Delaware Nonprofit Nonstock Corporation known as Healing Tao Instructors Association, does hereby certify that the above and foregoing Amended and Restated Bylaws were duly adopted and approved by the Directors of the said Nonprofit Corporation as the Amended and Restated Bylaws of HTIA, on the ______ day of _________________, 2015, and that they now constitute the Bylaws of said Corporation.


ATTESTED: ______________________                       SECRETARY:   ______________________

_______________________________               DATE:   ________________

DATE:    ________________________  


                                          
[SEAL]

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