ARTICLES OF ORGANIZATION
The name and purposes of the Corporation shall be set forth in the Articles of Organization. These Bylaws, the powers of the Corporation and its Directors and Members and all matters concerning the conduct and regulation of the business of the Corporation, shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization. All references in these Bylaws to the Articles of Organization shall be construed to mean the Articles of Organization of the Corporation as from time to time amended or restated.
NAME, OBJECTIVES AND GOVERNANCE
Section 1 – Name
- a.The name of the Corporation shall be Altshuller Institute for TRIZ Studies, Inc., which shall be, abbreviated AI. This non-profit organization exists for the benefit of those who know the TRIZ Methodology, for those who want to learn TRIZ and for the benefit of all mankind.
1.2 The seal of the Corporation shall be a circular die with, a stylized rendition of the letter
"AI" plus "The Altshuller Institute for TRIZ Studies, the name of the Corporation cut or
engraved thereon. The word, "Massachusetts" and the year of its incorporation may also
be cut or engraved thereon, or shall be in such other form as the Board of Directors may,
from time to time, determine.
Section 2 – Objectives
The objectives of the Corporation shall be the advancement of the theory and practice of the Theory of Inventive Problem Solving (TRIZ) and the allied and sciences, and the maintenance of high ethical and professional standing among its members. The corporation shall also have the following purposes:
- a.To create, promote, and stimulate interest in the advancement and diffusion of knowledge of the art and science of TRIZ and its application.
- b.To promote unity, effectiveness of effort and ethical professional conduct among those who are devoting themselves to the theory and practice of TRIZ or the allied arts and sciences.
- c.To provide, through necessary and convenient facilities, for the holding of conferences, conventions, and other meetings of its members for the exchange of ideas and experiences in the development, application, and use of TRIZ principles and the allied arts and sciences.
- d.To publish and distribute books, pamphlets, periodicals, literature, and other printed matter devoted to the theory and practice of TRIZ and the allied arts and sciences.
- e.To preserve, maintain and make accessible documents, books, notes, etc., relevant to the past, present and future development of TRIZ.
- f.To make available to journals, newspapers, and other channels of public information. Reliable communications and other information concerning TRIZ and the allied arts and sciences.
- g.To honor Genrich Altshuller and gratefully recognize his contributions as the scientific foundation for inventive problem solving.
- h.To engage in any other activities which are not or shall not be inconsistent with, contrary to, or prohibited by law, necessary and convenient for the purpose of performing, carrying out, promoting, or accomplishing the Corporation’s objectives.
Section 3 – Governance
The Corporation shall be governed by its Articles of Organization, Bylaws, by the provisions of the laws of the Commonwealth of Massachusetts and the Corporation's Policies and Procedures ("Policies and Procedures"), shall serve as guidelines for the operations and activities of the Corporation, and which from time to time may be amended.
Section 1 – Fiscal Year
The Corporation fiscal year shall begin on January 1 and shall end on December 31 of the same calendar year.
Section 2 – Dues
2.1 Dues and collection procedures shall be determined by the Board of Directors from time
2.2 Honorary Members and Past Presidents shall be exempt from Corporation dues for
Section 3 – Contributions
Acceptance of contributions to the Corporation shall be in accordance with the Corporation's Policies and Procedure to be adopted by the Board of Directors as they nay amend from time to time ("Policies and Procedures").
Section 4 – Dissolution
Dissolution of the Corporation shall not be considered by the Board of Directors as long as the following condition exists:
4.1 At least twenty-five (25) members desire its continued existence and intend to administer the corporation affairs.
If the Corporation is dissolved, its net assets after discharging all financial, legal, and moral obligations shall be disposed of exclusively for the purposes of AI to such organization or organizations that are organized and operated exclusively for charitable, educational, religious, or scientific purposes and shall, at the time, qualify as an exempt organization or organizations under section 501©(3) of the Internal Revenue Code. Organization or organizations must be recommended by the Board of Directors, subject to the laws of the Commonwealth of Massachusetts.
Section 5 – Preservation of Tax Exempt Status
The Corporation shall govern its activities to preserve its tax-exempt status in accordance with the definition of Internal Revenue Code Section 501(c) (3).
5.1 No substantial part of AI's activities, funds, property, or income will be used to carry on
political activity, or in attempting to influence legislation.
5.2 Neither AI, nor its officers or directors, in their capacity as officers and directors of AI, shall
contribute to any political party or candidate for elective public office.
5.3 AI shall operate, receive, hold, use, and dispose of funds and property in the furtherance of
its tax-exempt status.
5.4 No part of AI's net earnings or assets shall inure to the benefit of any private individual or
other person having a personal and private interest in AI's activities. AI is authorized to pay
reasonable compensation for necessary services actually rendered, royalty and licensing
agreements as authorized by the Board of Directors.
5.5 AI shall not pay any dividends or pecuniary profits or liquidation dividends or distributions.
Section 6 – Financial Reporting
The Corporation shall be operated in a prudent manner with due diligence taken by the Board of Directors to the maintenance of its financial soundness. Specifically, the Board of Directors shall ensure that an annual financial report is conducted by a qualified third party under the auspices of the Audit Committee and reported to the Board of Directors for approval.
The financial reporting for the activities of all member units shall be submitted within 60 calendar days of the close of the Corporation's fiscal year, and shall be included in the consolidated financial statement for the Corporation. Member units that fail to comply with this requirement are subject to actions specified in the Corporation's Policies and Procedures.
Section 1 – Membership
AI is a membership organization and as such it an as such in an inclusive Corporation that encourages diversity in membership and participation in all grades and member units.
Section 2 – Authorized
The following shall be the authorized classes of Memberships and such other Membership classes as shall be approved by the Board of Directors.
An Honorary Member shall have rendered acknowledged eminent service, as defined in the Corporation's Policies and Procedures, to the TRIZ profession or the allied arts and sciences.
A Fellow shall have an established record of contribution to TRIZ or the allied arts and sciences and shall meet the requirements as defined in the Corporation's Policies and Procedures.
A Senior Member shall have demonstrated growth and accomplishment in TRIZ or the allied arts and sciences and shall meet the requirements as defined in the Corporation's Policies and Procedures.
A Member shall be engaged in or interested in TRIZ or the allied arts and sciences and shall meet the requirements as defined in the Corporation's Policies and Procedures.
Various Corporate Memberships as defined in the Corporation's Policies and Procedures will specify a number of annual memberships that are transferable from year to year to meet the needs of the Corporate Member. These members shall be engaged in or interested in TRIZ or the allied arts and sciences and shall meet the requirements as defined in the Corporation's Policies and Procedures.
An Enrolled Student shall be a full-time or cooperative student in an accredited institution and shall meet the requirements as defined in the Corporation's Policies and Procedures.
Organizational Members shall meet the requirements as defined in the Corporation's Policies and Procedures. Designated Representatives (one per organization) may hold office or serve on any committee, board, or council of the Corporation or its member units.
(a.) Sustaining Members shall be a corporation, company, division, governmental agency, educational institution, or other collective group that shares the objectives of the Corporation.
(b.) Group Members shall be groups other than the sustaining Members that share the objectives of the Corporation, such as TRIZ award organizations, TRIZ councils, community councils, partnerships, and small and medium-sized enterprises. The designated representative of this membership is transferable within the same organization.
Promotional Memberships are trial memberships to provide customer-focused, market-sensitive membership programs. Their privileges, rights, and duties shall be outlined in the Corporation's Policies and Procedures. These memberships shall be established for no more than one year without approval of the Board of Directors. If the promotion does not meet expectations, every effort will be made to integrate these members into established grades.
Section 3 – Privileges, Rights, and Duties
3.1 All members shall receive the Corporation publication of record and those other benefits as
described by the Corporation's Policies and Procedure.
3.2 All members shall conduct themselves in a strictly ethical manner according the letter and
intent of the Code of Ethics as outlined in the Corporation's Policies and Procedures.
3.3 Individual membership rights and privileges shall not be transferable.
3.4 Members cannot make any claims against, have any rights to or interests in Corporation
3.5 Designated representatives of Organizational Memberships have the right of membership
continuity if they become individual members during their terms as a designated
representative or within six months of leaving their position of designated representative.
3.6 Members shall not claim to represent the Corporation by using the membership grade or
abbreviation. Membership designation shall be used only for personal/professional purposes
and shall include the membership grade.
3.7 The official symbol, official membership badges or replicas, membership grades, or other
Corporation nomenclature shall not be used for any unauthorized purposes.
- a.All members shall notify the Board of Directors if any unauthorized use of the official
symbol, official membership badges or replicas, membership grades, or other Corporation nomenclature is observed.
Section 4 – Admission and Advancement
4.1 Admission to the Corporation is open to all grades as provided in the Corporation's Policies
and Procedures subject to the following Section 4.2 through 4.5.
- a.Honorary Members shall be nominated as specified in the Corporation's Policies and Procedures and may be elected to the Corporation only by unanimous vote of the entire Board of Directors. Confidential information supporting the Honorary Member's nomination and the Corporation's Corresponding Policy and Procedure must be sent to all Board Members no later than 30 days before the vote is held.
- b.Fellows shall be nominated as specified in the Corporation's Policies and Procedures and shall be elected by approval of two-thirds of the entire Board of Directors.
- c.Senior Members shall advance as specified in the Corporation's Policies and Procedures.
- d.Applicants for membership shall apply as specified in the Corporation's Policies and Procedures. Enrollment shall occur when the first year's dues are paid.
Section 5 – Member Grievances
5.1 All Members have the right to bring grievances to the Corporation as detailed in the
Corporation's Policies and Procedures.
5.2 All Subsidiary Chapters have the right to bring grievances to the Corporation as detailed in
the Corporation's Policies and Procedures.
5.3 The Board of Directors has the responsibility to ensure that the grievance process is working
effectively and judiciously, and a summary report of grievances will be reviewed by the
Board of Directors annually.
MEETINGS OF THE MEMBERS
Section 1 – Annual Meetings
The Annual Meeting of the Members shall be held with six (6) months from the end of the fiscal year following the Annual TRIZ Convention in each year at ten o'clock a.m., unless a different hour is fixed by the Board of Directors. If that day is legal holiday in the place where the meeting is to be held, then the meeting will be held on the next succeeding full business. The purposes for which the Annual Meeting is to be held, in addition to those prescribed by law, by the Article of Organization or by these Bylaws, may be specified by the Board of Directors or the President. If no Annual Meeting has been held on the date fixed above, a special meeting in lieu thereof may be held and such special meeting shall have for the purpose of these Bylaws or otherwise all the force and effect of an annual meeting.
Section 2 – Special Meetings
A special meeting of the Members may be called at any time by a majority of the Directors acting by vote or by written instrument signed by them. A special meeting of the Members may also be called by the Clerk, or in the case of the death, absence, incapacity or refusal of the Secretary (herein after referred to as "Clerk"), by any other officer, upon written application of ten (10%) percent of all Members.
Section 3 – Place of Meetings
All meetings of the Members shall be held at the principal office of the Corporation in Massachusetts, or if permitted by the Articles of Organization, elsewhere within the United States by a majority of the Directors acting by vote or by written instrument or instruments signed by them. Any adjourned session of any meeting of the Members shall be held at such place within the United States as is designated in the vote of adjournment.
Section 4 – Notice of Meetings
A written notice of the place, date and time of all meetings of Members (Annual or Special), stating the purpose of the meeting shall be given at least sixty (60) days before the meeting to each Member of record. Leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such Member at his address as it appears in the records of the Corporation. A notice shall be given by the Clerk or in case of death, absence, incapacity or refusal of the Clerk, by any other officer designated by the Board of Directors. Whenever a notice of a meeting is required to be given to a member under any provision of law, of the Articles of Organization, or of these Bylaws, a written waiver thereof, executed before or after the meeting by such Member or his attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice.
Section 5 – Quorum
At any meeting of the Members, a quorum shall consist of ten (10%) percent of all Members entitled to vote at the meeting. If two or more classes of Members are entitled to vote on any matter as separate classes, then in the case of each such class, a quorum for that matter shall consist of ten (10%) percent of that class. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the questions, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
Section 6 – Action by Vote
When a quorum is present at any meeting, a majority of the votes properly cast for election to any office shall elect to such office. When a quorum is present at any meeting, a majority of the vote properly cast upon any question shall decide the question, except when a larger vote is required by law, by the Articles of Organization or by the Bylaws. No ballot shall be required for any election unless requested by a Member present or represented at the meeting and entitled to vote in the election.
Section 7 – Voting
Members entitled to vote shall each have one vote-held by them of record, (according to the records of the corporation), unless otherwise provided by the Article of Organization.
Section 8 – Setting Record Date
The Board of Directors may fix in advance a time not more than sixty (60) days before the date of any meeting of the Members, as the record date for determining the Members having the right to notice and to vote at such meeting. If no record date is fixed then the record date for determining the Member's having the right to notice of or to vote at a meeting of Members shall be at the close of business on the day preceding the day on which notice is given. The record date for determining Membership for any other purpose shall be at the close of business on the day on which the Board of Directors acts with respect thereto, or as outlined in the Corporation's Policies and Procedures.
Section 9 – Action of Consent
Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if all Members entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of members. Such consents shall be treated for all purposes as a vote at a meeting.
Section 10 – Proxies
Members entitled to vote may vote either in person or by proxy in writing dated not more then six (6) months before the meeting named therein, which proxies shall be filed with the Clerk or other person responsible to record the proceedings of the meeting before being voted. Unless otherwise specifically limited by their terms such proxies shall entitle the holders thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment of such meeting. A proxy purporting to be executed by or on behalf of a Member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.
BOARD of DIRECTORS
Section 1 – Powers
The business of the Corporation shall be managed by a Board of Directors who shall have and may exercise all powers of the Corporation except as otherwise reserved to the Members by law, by the Articles of Organization or by these Bylaws.
Section 2 – Enumeration, Election and Term of Office
The Board of Directors shall consist of not less than four (4) Directors. The Board of Directors consists of four (4) Elected Officers, all Standing Committee Chairpersons and up to three (3) Directors appointed by the President. There shall be four (4) Directors who shall initially be appointed by the Incorporator(s) to serve until the first Annual Meeting of the Members. At the first Annual Meeting of Members, the Members shall elect four (4) Officers one or more of who may be same as the initial Directors for the terms that they shall serve as Committee Chairpersons. In addition to the foregoing, the President may appoint by the President for one-year terms and said appointments shall require the approval of said person(s) by the Board of Directors.
Section 3 – Regular Meetings
Regular meetings of the Board of Directors may be held at such times and places as the Board of Directors may fix from time to time. The first meeting of the Board of Directors following the annual meeting of the Members may be held without notice immediately after and at the same place as the annual meeting of the Members may be held without notice immediately after and at the same place as the annual meeting of the Members or the special meeting held in lieu thereof. If in any year a meeting of the Board of Directors is not held at such time and place, any action to be taken may be taken at any later meeting of the Board of Directors with the same force ad effect as if held or transferred at such meeting.
Section 4 – Special Meetings
Special meetings of the Directors may be held at any time and at any place designated in the call of the meeting. Special meetings may be called by the Chairman of the Board of Directors or by at least twenty (20%) percent of the Directors, with at least fourteen days notice (except in the event of an emergency). The Chairman of the Board of Directors may call an emergency meeting with not less than forty-eight (48) hours notice thereof being given to each Director by the Clerk or an Assistant Clerk, or by the officer or one of the Directors calling the meeting.
Section 5 – Notice
It shall be reasonable and sufficient notice to a Director to send notice by overnight mail or E-mail at his usual or last known business or residence address or to give notice to him in person or by telephone or facsimile. Notice of a meeting need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purpose of the meeting.
Section 6 – Quorum
Any meeting of the Directors, a quorum for any election or for any election or from the consideration of any question shall consist of a majority of the Directors then in office. Whether or not a quorum is present at any meeting, the votes of a majority of the Directors present shall be requisite and sufficient for election to any office or decision of any question brought before such meeting except in a case where a larger vote is required by law, by the Articles of Organization or by these Bylaws.
Section 7 – Action by Consent
Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meeting of the Directors. Such consent shall be treated for all purposes as a vote of the Directors at a meeting.
Section 8 – Meeting by Telecommunications
Members of the Board of Directors or any committee elected thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment. As long as all persons participating in a meeting can hear each other at the same time and participation by such means shall constitute presence in person at the meeting. When an emergency meeting is called, any Director can demand that said meeting be held by conference, telephone or similar communications as, previously set forth.
Section 9 - Committees
The Board of Directors, by vote of a majority of the Directors then in office, may elect from its number an Executive Committee or other committees and may delegate thereto some or all of its powers. The Directors may not delegate those powers, which by law, by the Articles of Organization, or by these Bylaws may not be delegated. A committee may make rules for the conducted so far as possible in the same manner as is provided by these Bylaws for the Board of Directors.
All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall upon request, report its action to the Board of Directors. The Board of Directors shall have power to rescind any action of any committee.
Section 1 – Enumeration: Qualification
The elected officers of the Corporation shall be a President, Vice President, Treasurer, Secretary (hereinafter referred to as "Clerk"), and such other officers, if any, as the Incorporator at his initial meeting, or the Members from time to time, may in their discretion elect or appoint. Any officer must be a Member of the Corporation. The Clerk shall be a resident of Massachusetts unless the Corporation has a resident agent appointed for the purpose of service of process. Any individual may be required by the Directors to give bond for the faithful performance of his duties in financial accountability to the Corporation in such amount and with such sureties as the Directors may determine. The premiums for required bonds will be paid for by the Corporation.
Section 2 – Election
The President, Vice President, Treasurer and Clerk shall be initially elected by the Incorporator(s) and shall thereafter be elected as follows: The President and Treasurer shall be elected at the First Annual Meeting and shall serve a one (1) year term. Thereafter the President and Treasurer shall serve for two (2) year terms. The Vice-President and Clerk shall be elected at the First Annual Meeting and shall serve a two (2) year term and shall be elected for succeeding two (2) year terms thereafter.
Section 3 – Powers
Subject to law, to the Articles of Organization and to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such duties and powers as Directors may from time to time designate.
3.1 President and Vice-President
The President shall be the chief executive officer of the Corporation, the Chairperson of the Board of Directors and shall, subject to the direction of the Board of Directors, have general supervision ad control of its business until an Executive Manager is hired. The President shall also act as Chairperson at all Board of Directors meetings; he shall be Chairperson of the Nominating Committee, he shall represent the corporation with external entities, be responsible for the development of the corporation's strategic plan, prepare a short range implementation plan and prepare a budget for the next business year.
The Vice-President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate, shall assume all responsibilities of the President in the event the President is unable to serve, assist the President in the general administration of the corporation and perform such duties and exercise such powers as assigned by the President.
The Treasurer shall, subject to the direction of the Board of Directors, have good charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. He shall have custody of all funds, securities, and valuable documents of the Corporation, except as otherwise provided. Said Treasurer shall prepare monthly and quarterly reports of funds received, bills paid and payable until a Controller is hired. The Treasurer will also insure that all Federal and State tax returns are filed in a timely fashion, review both current and proposed budgets, improve investment strategies and work with the Finance Committee.
The Clerk shall keep a record of the meetings of the Members and Directors. The Clerk shall also maintain membership lists. In the absence of the Clerk, if one be elected, otherwise a Temporary Clerk designated by the person presiding at the meeting shall perform the duties of the clerk.
Chairpersons shall have responsibilities assigned to them from time to time by the Board of Directors.
Section 4 – Tenure
Except as otherwise provided by law, the Articles of Organization or by these Bylaws, the President, Vice-President, Treasurer, Clerk and Directors appointed by the President and Directors who are standing committee chairpersons shall hold office until the expiration of their elected/appointed term, or in each case until he/she sooner dies, resigns, is removed or becomes disqualified.
Section 1 – Origination
Committees are formed or dissolved at the pleasure of the Board of Directors by majority vote. Chairpersons to Standing Committees are appointed by the President and approved by a majority vote of the Board of Directors. The duties of the Chairpersons are to lead, direct and assist their committee members in carrying out their responsibilities and to act as a conduit with the Board of Directors. Additional committees that may be formed but not limited to are: Audit, Grievance and Ethics.
Section 2 – List of Standing Committees
The following is a list of the 8 Standing Committees and general outline of their duties.
- i.The Education Committee shall have the following responsibilities:
(b.) Develop Altshuller Institute certification program to recognize student achievement.
(c.) Establish an Altshuller Institute certification program to recognize student achievement.
(d.) Implement a carefully planned educational program that will enhance public relations of the Altshuller Institute, attract new members, and build attendance at Institute events.
(e.) Provide Attendance Certificates and Certified Educational Units.
(f.) Develop alternative means to provide education opportunities.
- i.The Rules and Regulations Committee shall have the following responsibilities:
(g.) Maintain the Bylaws, Policies and Procedures, and Code of Ethics.
(h.) Oversee elections
(i.) Establish compensation procedures for full and part-time employees.
- i.The Membership Committee shall have the following responsibilities:
(j.) Recommend membership structure and dues.
(k.) Maintain membership mailing list
(l.) Create and implement marketing strategy to attract members.
(m.) Determine package for each membership group to show advantage of being a member of the Corporation.
(n.) Provide fast response to members.
- i.The Finance Committee shall have the following responsibilities:
(o.) Establish the financial policy of the Corporation
(p.) Assist the President to prepare a budget covering all Corporation activities.
(q.) Manage the budget and financial statements
(r.) Work with the Treasurer to establish Financial Procedures.
(s.) Safeguard Corporation assets.
(t.) Solicit external funding opportunities: grants, donations, etc.
- i.The Publicity Committee shall have the following responsibilities:
(u.) Promote the Altshuller Institute and increase name recognition.
(v.) Publish press releases and advertisements.
(w.) Participate in interviews.
(x.) Publish articles.
(y.) Mail promotional material
(z.) Interface with Web site Committee for Internet promotions.
- i.The Conference Committeeshall have the following responsibilities:
(aa.) Plan tutorials and advanced courses with the Education Committee.
(bb.) Advertise and invite participants and papers. (Joint with Publicity Committee)
(cc.) Invite vendors to have booths.
(dd.) Select a conference theme.
(ee.) Organize and manage the conference.
- i.The Publication Committeeshall have the following responsibilities:
1. Publish TRIZ materials: books, textbooks, AI Journal, Newsletter, etc.
(ff.) Review TRIZ materials.
(gg.) Select materials for translation and publication.
(hh.) Edit TRIZ material selected for publication
(ii.) Write the Newsletter
(jj.) Arrange publication or printing
(kk.) Publish conference proceedings
(ll.) Manage TRIZ library and other historical documents.
- i.The Web Site Committeeshall have the following responsibilities:
(mm.) Promote TRIZ and activities of Altshuller Institute through Internet.
(nn.) Create and maintain AI web site.
(oo.) Promote AI services and publications.
(pp.) Promote AI conferences and TRIZ events.
(qq.) Post Newsletter on the Web
(rr.) Handle feedback and e-mails
(ss.) Develop strategy for an effective web site.
(tt.) Develop and manage member's only section on Web page.
RESIGNATIONS, REMOVALS, AND VACANCIES
Section 1 – Resignations
Any Director or Officer may resign at any time by delivering their resignation in writing to the President or the Clerk or to a meeting of the Directors. Such resignation shall take effect at such time as is specified therein, or if no time is so specified then upon delivery thereof.
Section 2 – Removals
Any Officer of Director may be removed with or without cause by a two-thirds (2/3) vote of the
Board of Directors. If cause is assigned for removal of any Director or Officer, such Director or Officer may be removed only after a reasonable notice and opportunity to be heard before the body proposing to remove him.
The Directors, by majority vote, may terminate or modify the authority of any employee.
Except as the Directors may otherwise determine, no Director or Officer who resigns or is removed shall have any right to any compensation as Director or Officer for any period following his resignation or removal. Nor will such Director or Officer have any right to damages on account of such removal whether his compensation be by the month or by the year or otherwise, provided. However, the foregoing provision shall not prevent such Director or Officer from obtaining damages for breach of any contract of employment legally binding upon the Corporation.
Section 3 – Vacancies
Any vacancy in the Board of Directors my be filled by the President subject to the approval by a vote of a majority of the Directors then in office, or in the absence of such election by the Directors, by the Members at a meeting called for that purpose.
If the office of the President shall become vacant, the Vice-President shall immediately succeed thereto and serve for the remainder of the term. Of the office of the Vice-President, Treasurer or Clerk becomes vacant; the President shall appoint a Vice-President, Treasurer or Clerk to succeed subject to the approval of a majority of the Directors at the next meeting of the Directors.
In the event there is neither a President nor Vice-President to serve, then said Officers shall be elected by the Directors.
Each such successor shall hold office for the un-expired term of his predecessor and until his successor shall be elected or appointed and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.
INDEMNIFICATION OF DIRECTORS and others
The Corporation shall, to the extent legally permissible, including but not limited to the extent authorized under Massachusetts General Law, Chapter 180, as amended, or any other authorized statute, indemnify any person serving or who has served as a Director or Officer of the Corporation, or at its request as a Director, Trustee, Officer, Employee or other Agent of another organization or Employee Benefit Plan against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while serving or thereafter, by reason of his being or having been such a Director, Officer, Trustee, Employee or Agent, (except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation); provided, however, that as to any matter disposed of by a compromise payment by such Director, officer, Trustee, Employee or Agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless:
(a.) such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification:
(b.) by a disinterested majority of the Directors then in office; or
(c.) by a majority of the Members at the time entitled to vote for Directors; or
(d.) in the absence of action by disinterested Directors or Members, there has been obtained at the request of a majority of the Directors then in office an opinion in writing of independent legal counsel to the effect that such Director or Officer appears to have acted in good faith in the reasonable belief that his-action was in the best interests of the Corporation. Expenses, including counsel fees, reasonably incurred by any such Director, Officer, Trustee, Employee or Agent in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid the Corporation if it is ultimately determined that indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Director, Officer, Trustee, Employee or Agent may be entitled by contract or otherwise by law. As used in this Article the terms "Director", "Officer", "Trustee". "Employee" and "Agent" include their respective heirs, Executors and Administrators, and an "interested" Director, Officer, Trustee, Employee or Agent is one against whom in such capacity the proceedings in question or other proceedings on the same or similar grounds is then pending.
Section 1 – Execution of Papers
All deeds, leases, transfers, contracts, bonds, notes, releases, drafts and other obligations authorized to be executed on behalf of the Corporation shall be signed by the President or Vice-President and Treasurer or Assistant Treasurer, except as the Directors may generally or in particular cases otherwise determine. Checks drawn on the Corporation's account shall be signed by two (2) persons designated by the Board of Directors.
Section 2 – Voting of Securities
Except as the Directors may generally or in particular cases otherwise specify, the President or Vice-President and Treasurer or Assistant Treasurer, may on behalf of the Corporation vote or take any other action with respect to-shares of stock or beneficial interest of any other Corporation, or of any association, trust or firm, of which any securities are held by this corporation, and may appoint any person or persons to act as proxy or attorney-in-fact for the Corporation, with or without power of substitution at any meeting thereof.
Section 3 – Corporate Records
The original, or attested copies of the Articles of Organization, Bylaws and records of all meetings of the Incorporator and Members, and records, which shall contain the names of all Members and the record address, shall be kept in Massachusetts at the principal office of its transfer agent or of its Clerk or of its Resident Agent said copies and records need not be kept in the same office. They shall be available at all reasonable times to the inspection of any Member for any proper purpose but not to secure a list of Members for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a Member, relative to the affairs of the Corporation.
Section 4 – Evidence of Authority
A certificate issued by the Clerk or Secretary of Temporary Clerk or Secretary and cosigned by the President or designated substitute may be conclusive evidence of the matters so certified with regards to any matter relative to the Articles of Organization, Bylaws, records of the proceeding of the Incorporator, Members, Board of Directors, or any committee of the Board of Directors, or records as to any action taken by any person or persons as an officer or agent of the Corporation.
Section 5 – Policies and Procedures Manual
The terms of said Membership requirements, admission for Membership, privileges, rights and duties of Members, Membership grievances and other items shall be a set forth in the corporation's Policy and Procedure Manual to be developed by the Rules and Regulations Committee and subject to the approval of the Board of Directors.
Section 6 – Subsidiary Chapters – Regional and International
The Corporation with a two-thirds vote of the Board of Directors has the right to establish an affiliation with Subsidiary Chapters, either Regional or International. The guidelines for which will be set forth in the Corporation's Policies and Procedures.
These Bylaws may be amended or repealed in whole or in part by a two-thirds affirmative vote of the Members of record at any annual or special meeting of the Members. It is required that notice of the substance of the proposed amendment is stated in the notice of such meeting as authorized by the Articles of Organization. The Directors, with a majority vote, may temporarily make, amend or repeal the Bylaws, in whole or in part, except with respect to any provision thereof which by law, by the Articles of Organization or by these Bylaws requires action by the Members. Notification of any temporary changes to the Bylaws by the Directors shall be promulgated to the Members of record within 48 hours. Included in this notification will be the reason(s) for the needed changes. No change in the date fixed in these Bylaws, for the annual meeting of the Members may be made within sixty (60) days before the date fixed in these Bylaws, and in case of any change in such date, notice thereof shall be give to each Member in person or by letter mailed to his last known post office address at least twenty (20) days before the new date fixed for such meeting.
Any Bylaw adopted, amended or repealed by the Directors may be repealed, amended or reinstated by the Members entitled to vote on amending the Bylaws.
This writing shall be filed with the records of the meeting of Directors of ALTSHULLER INSTITUTE for TRIZ Studies, Inc.