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HTIA Bylaws -- 2016 [Spanish]

BYLAWS
of the
Healing Tao Instructors Association


TABLE OF CONTENTS


ARTICLE I MISSION, VISION & GOALS


SECTION 1. Mission Statement


SECTION 2. Vision
A. SELF -CULTIVATION.
B. SERVICE TO SOCIETY.
C. HONOR LINEAGE.
D. GLOBAL HEALING.
E. SHARE TAO PRINCIPLES.


SECTION 3. Goals

  1. TRAINING
  2. TAO NETWORK
  3. SELF-MOTIVATED DEMOCRACY
  4. HARMONY OF FIVE ELEMENTS


SECTION 4. Corporate Structure and Restrictions:
A. Delaware Non-profit Corp.
B. IRS Code, Section 501c3
C. Geographical Area.

  1. Research
  2. Other non-profits.
  3. Other business under Delaware law.
  4. Other powers to executive HTIA mission.
  5. Distributions to other non-profits.
  6. HTIA tax structure precludes subsidiary, franchise.
  7. Amend bylaws to conform to law.


ARTICLE II BUSINESS OFFICE


ARTICLE III CLASSES OF MEMBERSHIP


Sec. 1. Classes, Powers and Privileges of Members
A. Board Chooses.
B. Classes of Membership
C. Powers and Privileges
D. Other Classes of Membership


Sec. 2. Obligations and Restrictions of Members
A. Voting.
B. Serve on committees or as Directors.


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


ARTICLE IV CODE OF ETHICS & DUE PROCESS


SECTION 1. Termination and Suspension:
A. HTIA CODE OF ETHICS
B. DUE PROCESS.

  1. Due Process Protocol

C. APPLICATION OF DUE PROCESS.
D. BOARD MAY RESTORE RIGHTS.


ARTICLE V BOARD OF DIRECTORS


SECTION 1. General Powers and Responsibilities

SECTION 2. Liability

SECTION 3. Manner of Acting

SECTION 4. Composition of the Board

A. NUMBER of BOARD MEMBERS.
B. ALTERNATES.
C. TERM BEGINS

SECTION 5. Elections for the Board of Directors

A. LENGTH OF BOARD MEMBER TERM.

  1. EARLY RESIGNATION.

B. TRANSITION TO 2-YEAR CYCLE.

C. START DATE OF NEW ELECTION CYCLE.

  1.  ALLOCATING SEATS AT ELECTION.

D. ELECTRONIC ELECTIONS.


SECTION 6: Nominations Process

A. NOMINATIONS COMMITTEE

  1. LETTER CALLING FOR NOMINATIONS
  2. SCREENING OF CANDIDATES
  3. BOARD APPROVAL OF CANDIDATES
  4. PRESENTATION OF CANDIDATE BIO

B. TWO WEEK DEADLINE FOR ELECTION RESULTS.
C. GOOD FAITH STANDARD.


SECTION 7: Failure to Hold Elections

A. TERMINATION OF BOARD FOR FAILING TO HOLD ELECTIONS.

SECTION 8. Vacancy

SECTION 9. Removal of Directors

SECTION 10. Resignation

SECTION 11. Compensation

SECTION 12. Executive Committee

SECTION 13. President of the Board
1. LENGTH OF TERM.
2. REPLACEMENT AT MEETINGS.
3. REMOVAL of PRESIDENT.


ARTICLE VI MEETINGS OF DIRECTORS


SECTION 1. Annual Meeting

SECTION 2. Regular Meetings of the Board of Directors

SECTION 3. Special Meetings

SECTION 4. Meetings by Telecommunication
SECTION 5. Action Without a Meeting

SECTION 6. Place of Meetings

SECTION 7. Quorum

SECTION 8. Notice of Meetings

SECTION 9. Waiver of Notice

SECTION 10. Proxies Allowed

SECTION 11. Presumption of Assent

SECTION 12. Proper Agenda of Meetings


ARTICLE VII OFFICERS


SECTION 1. List of Officers; Multiple Offices

SECTION 2. Qualification, Election, and Term in Office

  1. ONE YEAR TERMS.
  2. FAILURE TO ELECT OFFICERS AFTER ONE YEAR.


SECTION 3. Vacancies

SECTION 4. Duties

A. President: Creative Fire Element

  1. JOB REQUIREMENT.
  2. JOB DESCRIPTION.
  3. CONTRACT & CHECK SIGNING.
  4. BREAK TIE VOTE.
  5. VACANCY.

B. Vice President: Supportive Growth Wood Element

C. Secretary: Sharp Mind of Metal Element

D. Assistant Secretary: Solid Ground backup of Earth Element

E. Treasurer: Abundant Flow of Water Element


SECTION 5. Staff

SECTION 6. Accountability, Removal of Directors and Officers

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

SECTION 8. Bonding of the Officers


ARTICLE VIII COMMITTEE RULES & RIGHTS


SECTION 1. Creation

SECTION 2. Membership

SECTION 3. Dissolution of Committees

SECTION 4. Duties of Committees

SECTION 5. Board Right to Call Committee members

SECTION 6. Committee Quorums:

SECTION 7. Committee Proposals:

SECTION 8. Standing Committees:

A. Board Power.

B. Chairman’s Powers

C. Director’s power.


D. List of Standing Committees

  1. Nominations Committee:
  2. Certification Committee:(a) CLASSES OF MEMBERSHIP. (b) CERTIFICATION STANDARDS. (c) REPORT TESTING RESULTS (d) SENIOR INSTRUCTOR APPOINTMENT. (e) CERTIFICATES.
    (f) LOGO ON AFFILIATE CERTIFICATES.
    (g) LAWFUL USE OF HTIA LOGO.
  3. Website Committee
  4. Newsletter Committee
  5. Membership Committee
  6. Marketing Committee
  7. Mentoring Committee
  8. Ethics Committee

 SECTION 9. Special or Temporary Committees


ARTICLE IX LEGAL AND FINANCIAL INSTRUMENTS

SECTION 1. Contracts:

SECTION 2. Loans:

  1. STRICT LOAN SCRUTINY.
  2. CONFLICT OF INTEREST RULES

SECTION 3. Checks, Drafts and Important Documents:

SECTION 4. Deposits:

SECTION 5. Gifts and Bequests:


ARTICLE X FISCAL YEAR


ARTICLE XI AMENDMENTS TO THE BYLAWS


A. BOARD 2/3 MAJORITY VOTE.

B. MEMBERSHIP 30 DAYS REVIEW.

C. MEMBERSHIP 2/3 APPROVAL REQUIRED.

D. MEMBER POWERS.


ARTICLE XII DISSOLUTION OF THE CORPORATION


SECTION 1. Determination of Dissolution

SECTION 2. Dispersal of Assets


ARTICLE XIII EXEMPT ACTIVITY


ARTICLE XIV WAIVER OF NOTICE OF MEETINGS


ARTICLE XV INDEMNIFICATION


ARTICLE XVI INFORMAL ACTION


ARTICLE XVII ADVISORY COUNCIL

BODY of BYLAWS


ARTICLE I
MISSION, VISION & GOALS


SECTION 1. Mission Statement


MISSION. The mission of Healing Tao Instructors Association (hereafter the “HTIA”) is to support Healing Tao instructors and their students in cultivating the life force through Taoist Qi arts and sciences such as qigong (chi kung), energy healing and inner alchemy meditation.


SECTION 2. Vision. More specifically, the HTIA vision is:


A. SELF -CULTIVATION. To apply Taoist qigong knowledge and meditation through practices and programs to develop human well-being with radiant physical health, longevity, self-empowerment, community harmony, and grounded spiritual self-realization; to embrace the Taoist principle of cultivating one’s Inner Sage by alchemically integrating and refining the personal body-mind, the soul’s Energy Body, and the collective Spirit Body of Heaven, Earth, and Humanity.


B. SERVICE TO SOCIETY. To promote research, education programs, and practices that sustain and enhance the growth of ancient Taoist spiritual sciences adapted to serve modern needs. To evolve a self-directed and heart-centered energetic science known as the Healing Tao system that complements and completes modern material-biochemical sciences.


C. HONOR LINEAGE. To honor the inner alchemy teachings of Taoist adept One Cloud; to honor Mantak Chia as founder of Healing Tao system; to honor all Taoists who evolve this lineage;


D. GLOBAL HEALING. To disseminate Taoist qigong, energy healing and meditation methods to maximize its beneficial impact on human populations, institutions, cultures, and ecosystems throughout the world, including distressed areas;


E. SHARE TAO PRINCIPLES. To support organizations, individuals, and businesses aligned with Taoist principles and nurture their public and private Qi-cultivation activities in chosen geographical areas throughout the world;


SECTION 3. GOALS. The HTIA mission and vision shall be accomplished through these practical goals:


(1) TRAINING. Maintain high training standards and certification in various branches of Qi arts and sciences for Healing Tao Instructors and their students.


(2) TAO NETWORK. Strengthen relations on a basis of mutual respect and benefit between the HTIA, Mantak Chia, the Universal Healing Tao (UHT), and other Tao organizations. Any HTIA affiliation within the global Tao community to further its mission shall preserve the HTIA’s legal independence and sovereignty in all respects.


(3) SELF-MOTIVATED DEMOCRACY. Supporting the Tao community through a democratically elected Board of Directors and an instructor membership whose activities may include Taoist qigong, energy healing & inner alchemy education, certification, sharing of information and research, mentoring and business support, maintaining instructor and student ethical standards, an instructor referral system, newsletter, website, and support of meetings, trainings, conferences and retreats.


(4) HARMONY OF FIVE ELEMENTS. As a Taoist organization, we recognize the universal law of the Five Elements (aka 5 Phases) applies to our functioning as a harmonious team:


1. President, Board of Directors, Seniors: Creative Leadership of Fire
2. V.P. & Committee Members: Generous Support of Wood
3. Secretary & Newsletter Contributors: Discriminating Sharp Mind of Metal
4. Treasurer, Dues Payers & Success of Instructors: Abundant Flow of Water
5. All HTIA Members & Asst. Secretary: Solid Ground of Earth


SECTION 4. Corporate Structure and Restrictions:


D. Delaware Non-profit Corp. HTIA shall be operated under the general supervision of its Board of Directors incorporated under the laws of the State of Delaware, where it has active status as a nonprofit corporation.


E. IRS Code, Section 501c3. HTIA shall file application to be organized as an Internal Revenue Code, Section 501 (c) (3) educational organization and once approved, shall maintain itself in compliance with federal and state tax exempt regulations.


F. Geographical Area. HTIA shall educate and train instructors of Taoist qigong throughout the United States, Canada, Mexico, Central America and South America, or in other parts of the world the board determines are in need of its service, 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. Research. Conducting research, development, promotion and education related to Taoist Qi arts and sciences and applying the research results and teacher training to selected groups or individuals throughout the United States;
  2. Other non-profits. .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;
  3. Other business under Delaware law. In general, carrying on any other business connected with or incidental to the foregoing mission, vision, and goals and 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.
  4. Other powers to executive HTIA mission. Exercising all powers necessary for, incidental to, or convenient for any of the research, development and educational purposes for which HTIA is organized;
  5. Distributions to other non-profits. 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 Qi arts and sciences worldwide;
  6. HTIA tax structure precludes subsidiary, franchise. The tax exempt legal structure of the HTIA precludes it from becoming a subsidiary, joint venture, partnership or franchise in conjunction with any other organization, domestic or foreign, even if that organization shares a common mission with the HTIA. The board is prohibited from entering into any kind of agreement that violates any part of the bylaws of the HTIA or might bring into question its legal status.
  7. Amend bylaws to conform to law. To the extent that any of the foregoing mission, vision, and goals 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 required to take such action as shall be necessary to amend or remove those mission, vision, and goals from the Articles of Incorporation of the Corporation and its Bylaws.


ARTICLE II
BUSINESS OFFICE


The principal office of HTIA shall be located at: XXX NEEDS INSERT and this may be moved to any other location within or without the State of North Carolina as may be deemed appropriate and required by the Board of Directors.


ARTICLE III
CLASSES OF MEMBERSHIP


SECTION 1. Classes, Powers and Privileges of Members:
A. Board Chooses. 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 or expert consultants 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.
  5. Members shall have the right to challenge the actions of any individual board member before the Ethics Committee for what they feel are violations of any bylaw. Accused board member shall recuse themselves from any board votes responding to Ethics Committee actions.


ARTICLE IV
CODE OF ETHICS & DUE PROCESS


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:


HTIA CODE OF ETHICS


a) Instructor speaks and acts with respect and treats with dignity their students, colleagues, and teachers, always mindful of their individual rights and sensibilities.


b) Instructors do not physically or verbally abuse, insult, exploit, or touch with sexual intent the body of any student or client.


c) Testicle and breast self-massage may be taught as part of sexual energy training. No practice requires a student disrobe, with the sole exceptions of Iron Shirt genital weight lifting, jade egg training, and Karsai Nei Tsang genital massage. Sexual masturbation shall not be encouraged in any public training space.


d) Even when sexual contact is initiated by a student, responding to it is unethical because of student's vulnerability to the position of instructor and their inequality of power.


e) Instructor recognizes they have a privileged relationship with students and refrains from exploiting it for any advantage. No instructor shall use the title “master” to describe themselves in relation to the Healing Tao (“mastery of” is acceptable as descriptive).


f) To allow genuine love to blossom between consenting adults, instructors who wish to explore a sexual relationship with a student/client must first create a neutral space by refunding (and obtaining receipt) for any fees paid by student/client in the prior 60 days.


g) "Sexual relationship" is defined as coitus, i.e. physical intercourse. "Student” and "client" are defined as anyone who paid money or bartered with an instructor for any Healing Tao training or service in the previous 60 days. After 60 days of non payment, they will no longer be within the HTIA's sexual ethics boundary of teacher - student relationship.


h) The standards of sexual interaction are more rigorous for Chi Nei Tsang (CNT) practitioners, as it involves bodily contact with client in a vulnerable lying position. No touching anywhere on the body with sexual intent is permitted. CNT practitioners may not engage in any kind of overt sexual touch with a client for a period of six months after a session.


i) Instructors have the obligation to investigate or report potential cases of abuse they witness themselves or hear of from reliable sources. Failure to do so is a violation of this code.


j) Instructors are responsible for knowing and following local, state, or country laws that may legally super cede the HTIA Code.


k) Be honest in representing one's background, qualifications, capabilities, and experience to students and the general public. Be clear about the conditions of a class, its duration, and expected results


l) All financial or commission agreements related to Healing Tao between instructors, instructors and organizers, and instructors and students should be in writing. Failure to honor such agreements is a violation of this code.


m) Unfair or grossly disrespectful treatment of fellow instructors may be grounds for complaint under this Code.


n) Provide appropriate notification and referrals to students or clients that need assistance in exploring other treatment or learning options.


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


B. DUE PROCESS. 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:

  1. Due Process Protocol

This Due Process Protocol supports its HTIA members and ensures the highest quality of teaching and healing. 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, fellow instructor, or person from the general public. Robert’s Rules of Order shall always be followed in meetings connected with the Due Process Protocol procedure.


C. APPLICATION OF DUE PROCESS. 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 or the HTIA Ethics Committee, which is obligated to notify the other within 30 days if it finds the complaint follows HTIA guidelines. The charge or allegation must specify the time and place of the alleged ethical violation, and must be signed by the complainant (not a third party).
  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 email and certified mail, of the time and place for such hearing. The hearing may be conducted electronically if all parties can hear each other’s voices.
  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, or by an email which requests and receives a confirmation of receipt, 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, or by an email which requests and receives a confirmation of receipt, in a timely fashion.


D. BOARD MAY RESTORE RIGHTS. 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 or 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 or 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 President shall make an Annual Report to the HTIA Board of Directors by February 15th on the preceding 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. recommendation to the membership of 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:


A. NUMBER of BOARD MEMBERS. HTIA shall have from 9 to 12 board members, with the final number to be set by the sitting board. If the number falls below nine for any reason the board must either correct this at the next election (if said election is scheduled within 9 months or less) OR if volunteers are available, immediately appoint enough temporary board members to sustain a total count of nine board members.


B. ALTERNATES. Appointees will serve until the next election, at which time their service is automatically terminated, but said appointees may then run for re-election. The first choice for appointees shall come (if any exist) from the pool of alternates from the previous election, i.e. the top two un-elected candidates (= received the most votes amongst those who failed to get elected). Those "Board Alternates" shall be publicly named after each election, as First Alternate and Second Alternate, based on higher number of votes received. If there are no Board Alternates available, appointments may be made from general membership. Approval of a non-Board Alternate requires a three-quarters majority of the sitting board.


C. TERM BEGINS. Newly elected directors shall assume their positions at the first Meeting of the Board following the election. The outgoing 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 President is accomplished at the Meeting after which the retiring or President shall relinquish their position to the newly elected or President.


SECTION 5. Elections for the Board of Directors:


A. LENGTH OF BOARD MEMBER TERM. The HTIA shall have an election every two years, in which ideally approximately half of the board seats are up for election. The standard length of board term shall be increased to four years. The purpose of longer terms is to reduce the frequency of elections and offer the HTIA a slower turnover of its leaders after they've gained experience and wisdom.


1. EARLY RESIGNATION. Board members who wish to resign after two years of service are asked to notify the board after 1.5 years, to allow the board time to offer their seat on the next election ballot to fulfill the resigning member's remaining two year term. This will allow the board to maintain the ideal election cycle of half the board being elected every two years, yet also accommodates those wishing to serve a shorter term.


B. TRANSITION TO 2-YEAR CYCLE. Board members serving one, two, or three year terms under the old 2001 bylaws shall be asked to voluntarily divide themselves into groups serving two and four years. Those volunteering in the two year group may run for re-election after two years, with their second term being four years. After serving a maximum of six years, they must step off the board for a period of one year before being either appointed or allowed to run for re-election. Board members who volunteer for four years may run for a second term of four years. After serving a maximum of eight years, they must step off the board for a period of one year before being either appointed or allowed to run for re-election.


C. START DATE OF NEW ELECTION CYCLE. The start date for the first two-year election cycle shall be set by the board following adoption of bylaws approving the two-year election cycle. The election date shall be approximately two years from the last election, i.e. about April 2017. The exact date shall be near Spring Equinox (March 21), within three weeks before or after it. Spring Equinox will support the Qi of New Beginnings.


1. ALLOCATING SEATS AT ELECTION. The first election on or about Spring Equinox 2017 shall be only to elect seats for the half of the board members who voluntarily chose to serve only a two year term. Those seats shall be filled with four year terms in the April 2017 election. The next election, held two years later at Spring Equinox 2019, will fill the seats of those who volunteered initially to fill a four year term.


D. ELECTRONIC ELECTIONS. Elections may be held at a live Annual Meeting (See Article VI) or by electronic (internet) means using a reputable online service. Board is obligated to set in place a reasonable set of precautions to ensure that all dues-paid members with a valid email address are included in each election. Members without an email address must request in writing 30 days before an election to have a paper ballot mailed to them for that election.


SECTION 6: Nominations Process


A. NOMINATIONS COMMITTEE. Every two years, six months prior to the next election date, 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 and three from the general membership. The or President shall be an ex-officio 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. 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.


1. LETTER CALLING FOR NOMINATIONS. The Nominations Committee shall recommend candidates for the Board of Directors to the Board. In accomplishing this, the Nominations Committee shall send out a letter soliciting applicants for Board of Directors to the HTIA Membership no later than four months in advance of the election 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.


2. SCREENING OF CANDIDATES. 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 two and half months before the election date. 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 send by the sketches and position statements of possible nominees to the Board at least two months prior to the election date.


3. BOARD APPROVAL OF CANIDATES. 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 try to submit at least two (2) more candidates that there are positions to be filled to insure an appropriate number of candidates are offered to the Membership.


4. PRESENTATION OF CANDIDATE BIO. At the Annual Meeting of the Membership or by email to the entire membership, the Nominations Committee shall present all Board approved nominees for election. The Committee may also mail or email to the Membership, a list of approved nominees along with their position statements and biographical information. 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.


B. TWO WEEK DEADLINE FOR ELECTION RESULTS. Following the presentation of the nominees at the Members’ Annual Meeting or by email, 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.


C. GOOD FAITH STANDARD. 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: Failure to Hold Elections


A. TERMINATION OF BOARD FOR FAILING TO HOLD ELECTIONS. If any board fails to hold an election on the Spring Equinox (or other date chosen by board within 3 weeks) of the two year election cycle, it shall have three month from March 21st (e.g. in this example, until June 21st) to remedy its failure by holding an online election. If it fails to remedy within three months, the Executive Committee of that board responsible for managing the election is automatically terminated, with the board required to elect a new Executive Committee.


1. The President of the old Executive Committee and any other Executive Committee members who advocated or voted for or were in any way directly responsible for failing to hold elections may be immediately removed from the HTIA board and may not be re-appointed to Executive Committee position, nor be appointed to fill any board seat vacancy for two years from the date of their termination. This removal from the board shall require a simple majority vote of the board members who are NOT on the Executive Committee. Any three members of the board may call for such a board meeting after the three month grace period is up.


2. In such a scenario, the remaining board members shall have an additional three months (until September 21) to hold an election. If the board fails to remedy the situation, the entire remaining board shall also immediately be removed from office. At which time any member of the HTIA shall be eligible to run an election within the next six months. The HTIA treasury shall be "locked down" except for funds needed to pay for online election services or pay essential taxes or legal bills. The HTIA must turn over its membership email list to any member requesting it at this time. Failure by anyone with possession of the membership paid-dues list to give the membership list to interested parties shall be grounds for removal from the HTIA membership for two years, with no refund of dues already paid.


3. The sole exception to this termination of Executive and general Board members under Section 5. and 5a. shall be if the Executive Committee twice asked (by email) the membership for nominees to stand for election in advance of the election date, and there were only one person (or less) consenting to run for office. If there are two or more nominees, the board is required to hold an election and attempt to continue the fulfill its mission, even if resulting in reduced board size.


4. If there is only one nominee for an election, the board shall hold an online referendum within 90 days of the Spring Equinox election date, polling the membership if 1) a two-thirds majority wants to dissolve the HTIA or 2) a two-thirds majority wish to change the election structure of the current bylaws or effect other organizational reforms. In this case, the sitting Executive and Board shall be allowed to retain their position long enough to complete either of those changes, with board positions due to expire on the previous Spring Equinox being automatically terminated once the changes are made, or after a maximum of one year (approximately the next Spring Equinox).


SECTION 8. Vacancy


A. All vacancies on the Board of Directors shall be filled within 90 days at any duly called and noticed Special Meeting of the Board of Directors if the board total number of directors has fallen below its minimum size of nine directors. 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. 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.


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, which must be stated in writing before any vote is taken. Good cause shall include, but shall not be limited to:

  1. non-attendance at three (3) consecutive Board Meetings; or
  2. violation of a Bylaw or Delaware corporate law that results in detriment to the corporation; or
  3. conviction of a felony; or
  4. nondisclosure of a personal advantage, benefit or interest from a Board action; or
  5. suspension or termination of membership in the organization pursuant to action of the Ethics Committee, Article IV, SECTION 1.

Removal for cause of Directors of the Corporation shall be governed by and made pursuant to relevant sections of the Delaware Corporation Code applicable to non-profit corporations presented in 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 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:


This is a volunteer organization. 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 President of the Board, shall exist under the authority of these Bylaws. The general principle is that Executive Committee serves the board and follows its directives; it does not govern the board. The Executive Committee, working in coordination with the 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 President acting alone 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 and duly transmitted to the Board of Directors in a timely fashion. The minutes shall be approved by the President before they are submitted to the Board of Directors.


SECTION 13. President of the Board:


1. LENGTH OF TERM. 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 President of the Corporation. The President shall serve for a term of one (1) year. A maximum of three consecutive terms as President (and all other executive officers, with exception of treasurer) shall be allowed. After one year of non-service, any officer may again stand for election.


The President shall be the representative of the Board of Directors and HTIA in all matters. The President shall preside over all Meetings of the Board of Directors, unless s/he delegates this authority to some other appropriate person or officer.


2. REPLACEMENT AT MEETINGS. If the 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.


3. REMOVAL of PRESIDENT. The President (and any other executive officer) may be immediately removed by a simple majority vote of the 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 21th day of the month of March 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 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 President of the Board of Directors or by a majority vote of the Board of Directors. Any board member may introduce a motion to hold a future meeting during any board meeting even if the President has not added it to the agenda or has attempted other parliamentary manipulation to prevent such a motion from being discussed. 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 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, a minimum of four meeting per year. 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. These minutes are to archived digitally or mechanically in a form that is later accessible.


SECTION 3. Special Meetings:


Special Meetings of the Board of Directors may be called by the 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, unanimously 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 (including digital signature by email), 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. Especially at any board meeting where a vote on a major issue is to take place, board members have the right to vote by proxy.


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 or confirmed email 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. Proper Agenda 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 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; Multiple Offices:


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


B. All officers shall be elected or appointed by a majority vote of the Board at a properly scheduled Meeting of the Board.


C. The Secretary shall take meeting minutes at Executive Committee meetings. If they cannot be present, the Assistant Secretary shall perform the duty or, if unavailable, 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 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 elections of new Directors, or in the off-election years, one year from the normal two year election date.


1. ONE YEAR TERMS. 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.


2. FAILURE TO ELECT OFFICERS AFTER ONE YEAR. In the case of the board failing to elect new officers after one year, all Executive offices shall automatically be terminated after one year and three months and the full board shall thereafter make all management decisions until new Executive officers are voted upon. The chair of those board meetings shall rotate amongst all the board members based on a lottery or other system of chance selection, until a new President is elected.


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. President: Creative Fire Element

  1. JOB REQUIREMENT. The President shall be a current Member of the Board with at least one year of prior experience on the Board. Exception may be made but requires the approval of two-thirds of the board. The President shall be elected every year immediately following the seating of the newly elected Directors of the Corporation and/or one year later. 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. JOB DESCRIPTION. The 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 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. CONTRACT & CHECK SIGNING. The 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 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. BREAK TIE VOTE. In the event of the resignation, death, unavailability, incapacity or other cause of vacancy of the position of President, the authority and powers of the 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 President on the matter or the election to be decided shall be weighted to provide the deciding vote on such matter or election.
  5. VACANCY. As conveniently as possible after a vacancy of the position of President has occurred, the Board shall meet and elect a new President to serve out the remainder of the term of the President leaving or vacating the position.


B. Vice President: Supportive Growth Wood Element

  1. The Vice President shall be elected by the Board of Directors from among its Members immediately after a President is elected. If the Vice President is unwilling or unable to serve as acting President, then the Board of Directors shall meet in special emergency session to elect a successor President to take the place of the resigning or vacating President and to elect another Vice President.
  2. The Vice President shall aid the President of the Corporation in all affairs and business of HTIA and shall sign checks and administer Board elections as required by the President or the Board of Directors. In the absence of the 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 President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.


C. Secretary: Sharp Mind of Metal Element
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. Secretary or the board may appoint an assistant or temporary replacement if unavailable to take minutes.


D. Assistant Secretary: Solid Ground backup of Earth Element


E. Treasurer: Abundant Flow of Water Element


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.


Treasurer 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 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 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
COMMITTEE RULES & RIGHTS


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. Membership

Any Member of the Board of Directors shall be eligible to sit on any committee. Non-board members of HTIA or expert non-HTIA members may also be appointed to sit on HTIA Board 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 of Committees

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 of Committees:


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 Right to Call Committee members


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. Board Powers. 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. Chairman’s Powers. The chairman of each Standing Committee shall be appointed by the Board. There is no termination date to Committee appointments. 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 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 (s) shall report Committee decisions and the results of Committee work to the President of the Board or to the Board of Directors, as the Board may direct.


C. Director’s power. 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. List of Standing Committees:

  1. Nominations Committee:
    {See Article V, Section 5. above}
  2. Certification Committee: At least one member shall be on the Board of Directors, and two others shall be senior instructors. All committee members may be senior instructors. If possible, this committee (at board discretion) shall be co-chaired and both co-chair persons would be senior instructors. The duties and responsibilities of this Committee shall be to:(a) CLASSES OF MEMBERSHIP. 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;. (b) CERTIFICATION STANDARDS. Maintain a record of the Board approved certification standards of the HTIA certification process; recommend changes when needed, and clarify what the steps of that process are to the membership; (c) REPORT TESTING RESULTS. It is the responsibility of the testing Senior instructor to notify Certification Committee when they have tested and certified a new instructor or new certification for existing instructor. If a Senior does not have an approved blank HTIA certificate, they may request the Certification Committee issue a certificate to their student. Board may set fees for certificates. The testing instructor should also notify the HTIA Membership and Website Committee chairs of any new members or certifications. It is the responsibility of each instructor to honestly list on the HTIA Website the list of certifications they have passed. It is the job of the Certification Committee to remove false claims to certification from the website, which could be grounds for Ethics Committee enquiry and action. (d) SENIOR INSTRUCTOR APPOINTMENT.  Recommend qualifying members for Senior Instructor status subject to Board approval. Nominees for Senior Instructor shall have a minimum of five years study within the Healing Tao system. Nominations may come from any HTIA member, and must also be approved by two Senior HTIA Instructors with active status (has taught a Healing Tao course or published in any public media on some aspect of Healing Tao system) within the previous two years. (e) CERTIFICATES. Control the design (subject to board approval) and issuance of HTIA certificates, which does not require board approval. Committee’s job is to ensure the proper signatures are on each certificate. Signatures may include chair(s) of Certification Committee and/or testing instructor. Organizers or other instructors present at a training but who did not test the student may NOT sign an HTIA certificate. Willful issuance of false or unapproved certificates is a violation of the Ethics Code and may carry the penalty of expulsion from the HTIA.
    (f) LOGO ON AFFILIATE CERTIFICATES. Seniors (or their schools) who certify three or more instructors per year on average (or other number determined by the board) may apply to the Certification Committee for written permission to put their logo as an “HTIA affiliate” on a pre-approved HTIA certificate design, which they may then issue to their students in accordance with HTIA bylaws. Such HTIA-approved affiliation does NOT grant the Senior/school any authority that super-cedes the HTIA Certification Committee. The HTIA retains sole control over any certificates issued under its name or with its logo as the primary certifying agent.
    (g) LAWFUL USE OF HTIA LOGO. All HTIA members have the right to use the HTIA logo on their website, stationary, or other appropriate places to signal their affiliation with the HTIA, without obtaining special permission. But no school or individual instructor or outside organization may issue a certificate of training with the HTIA logo on it that has not been approved as an HTIA certificate. Use of the HTIA logo on such unapproved certificates is a theft of the HTIA’s property and may be grounds for legal action.
  3. Website Committee:
    At least one member shall be on 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) 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) coordinate with the Marketing Committee on their needs and handling of website marketing strategy; 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:
    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:
    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 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 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. Marketing Committee:
    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.
  7. Mentoring Committee:
    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.
  8. Ethics Committee:
    There shall be at least three (3) members on this Standing Committee at all times, one from the board. 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 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 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:


A. STRICT LOAN SCRUTINY. 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 is confined to specific instances. The HTIA board shall not make personal loans to members or non-members unless there is a 2/3 majority vote of the TOTAL board (not just a quorum present at a meeting) approving the loan with explicit written reasons entered into the minutes as to how the loan is fulfilling the mission of the HTIA. Written proxy votes given to someone else attending the meeting are accepted.


B. CONFLICT OF INTEREST RULES. Board shall review all financial contracts, loans, or other expenditures to ensure there is no conflict of interest with the party receiving the HTIA funds. Board members who have a conflict of interest should recuse themselves from any vote on that matter. Misrepresentations to the board in order to obtain HTIA funds, or funds taken without recorded board vote, may result in Ethics Committee scrutiny and potential penalties.


Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that:

  1. The interest of such officer or director is fully disclosed to the board of directors.
  2. No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon.
  3. Any transaction in which a director or officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization.
  4. Payments to the interested officer or director shall be reasonable and shall not exceed fair market value.
  5. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.


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 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. BOARD 2/3 MAJORITY VOTE. 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. This notice 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. The Board shall propose to the Membership, by a two thirds (66 2/3s %) majority of the quorum at that meeting, to recommend amending or repealing Bylaws.


B. MEMBERSHIP 30 DAYS REVIEW. Members shall be given by digital transmission or mail, a copy of the proposed amendment to the bylaws for review and feedback for a period of 30 days. After which the Bylaws Committee shall recommend to the board the final draft of the bylaw change for their
approval and submission to the membership for vote. Amending Bylaws by the Membership must comport with Title 8, Subchapter I, §109 of the Delaware Corporate Code.


C. MEMBERSHIP 2/3 APPROVAL REQUIRED. Bylaws may only be amended by two thirds (66 2/3 %) the total Membership that votes, in favor of the amendment or repeal. The voters must be present at an Annual or Regular Meeting where the amendment or repeal of the Bylaws is properly noticed on the agenda or at a Special Membership Meeting properly noticed and called for this purpose. Said meeting may be digital or telephonic or take the form of an online ballot. 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 (50%) present at any such meeting of the Membership in order to conduct the business of amending the Bylaws, or


D. MEMBER POWERS. Any HTIA Board Member or HTIA Member may propose to the Board of Directors that it approve any proper and lawful amendment to the these Bylaws and/or approve a repeal of these Bylaws by an affirmative vote of the two-thirds majority of the Directors present at any Annual, Regular or Special Meeting of the Board, 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 (not just those who bother 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, ex-board members 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 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 Corporation known as Healing Tao Instructors Association, does hereby certify that the above and foregoing Amended and Restated Bylaws were duly adopted by the Membership and approved by the Directors of the said Nonprofit Corporation as the Amended and Restated Bylaws of HTIA, on the 27th day of July, 2016, and that they now constitute the Bylaws of said Corporation.

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