The Tulsa Engineering Foundation, Inc.
ARTICLE I – NAME
Section 1: The name of this Foundation shall be TULSA ENGINEERING FOUNDATION, INC.
ARTICLE II – OBJECT
Section 1: The object of TULSA ENGINEERING FOUNDATION, INC. shall be to operate a charitable organization within the meaning of Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1954. In order to accomplish that objective, the operation of the corporation shall be subject to the following:
(a) The corporation may receive and maintain a fund or funds of real or personal property, or both, and, subject to the restrictions and limitations hereinafter set forth, to use an apply the whole or any part of the income therefrom and the principal thereof exclusively for charitable purposes, either directly or by contributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 and its Regulations as they now exist or as they may hereafter be amended.
(b) No part of the net earnings of the corporation shall inure to the benefit of any member, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
(c) The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws.
(d) The corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws.
(e) The corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws.
(f) The corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws.
(g) The corporation shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws.
(h) Not withstanding any other provision of these By-Laws or the Articles of Incorporation, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on an organization exempt under Section 591(c)(3) of the Internal Revenue Code of 1954 and its Regulations as they now exist or as they may hereafter be amended or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.
(i) Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious literary or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Code of 1954, or the corresponding provision of any future United Sates Internal Revenue Law, as the Board of Trustees shall determine. Any such assets not so disposed of by the district court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations; as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE III – MEMBERSHIP
Section 1: The membership of the Tulsa Engineering Foundation shall consist of those groups and classifications, and qualifications listed in Section 2 of this Article.
Section 2: Member groups.
- a. Organizational Members. An organizational member shall be a professional association, society, or organization of persons having common interests in science, engineering, and/or technology such as, but not limited to, chemistry, electrical, geology, geophysics, seismology, meteorology, architecture, metallurgy, aeronautics, astronautics, instrumentation, materials testing, and technical research.
- b. Consulting Members. From time to time, the Board of Trustees may wish to extend membership to individuals having knowledge or skills of particular benefit to the Corporation.
Section 3: Election of Members. An Organization or an individual shall become a member of the Tulsa Engineering Foundation by submitting an application for membership to the Board. The board will review the application elect or deny the membership by a simple majority vote of those Board members attending the next quarterly meeting, after the application is submitted.
Section 4: The organizational member shall be represented by an individual from that organization, who has the qualifications as listed in paragraph ‘a’ below. This member shall be entitled to all privileges of membership in the Tulsa Engineering Foundation, including the right to hold any elected office and to vote upon all questions affecting the Corporation which are lawfully submitted to its membership for action.
(a) The representative member for a member organization shall be an active member of that organization and be duly elected or appointed by that organization to represent them.
(b) If a Representative Member, while holding any office in the Corporation, is replaced by the Organization Member, the office held by the individual who is replaced will be considered vacant. The vacancy will be filled as provided in Section 2. Article VI of these By-Laws.
Section 3: Dues. The dues, if any, of all Organizational members shall be set annually at the annual meeting of members to be held each year. Consulting members shall not pay dues and shall be ineligible to vote or hold office. These members will be designated Consulting Members and will serve for finite periods of the time to be designated by the Board of Trustees.
Section 4: Suspension of Members. Any member in default in payment or dues shall be ipso facto suspended from all privileges of membership, and if, after notice, such default be not cured within a period of 90 days, the membership of such member shall automatically cease and terminate.
Section 5: Removal of Members. Any member may be removed from membership by a majority vote of the members present at any annual meeting or any special meeting of the members called for the purpose or cause.
Section 6: Reinstatement of Members. Any member who has forfeited his/her membership for non-payment of dues may be reinstated by the affirmative vote of two-thirds (2/3) of the trustees upon payment of dues in arrears, which shall be for a period of not more than one year, or the member may re-enter the Foundation as a new member.
ARTICLE IV – OFFICERS
Section 1: President. The president shall be selected by, and from the membership of the Board of Trustees. He shall be the chief executive officer of the corporation. He shall preside over all meetings of the Board and of the members. He shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board are carried into effect. He shall be an ex-officio member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation.
Section 2: Vice Presidents. At least one vice-president shall be chosen from the membership of the board. Such vice-presidents as are board members, in the order of their seniority, shall perform the duties and exercise the powers of the president during the absence or disability of the president. Vice-presidents shall perform such other duties as may delegated to them by the Board of Trustees, the president or the Executive Committee.
Section 3: Secretary. The secretary shall be selected by the Board of Trustees. The secretary may be a member of the Board, or an individual from without TEF. The secretary shall attend all meetings of the members and the Board of Trustees, and of the executive committee, and shall preserve in books of the corporation true minutes of the proceedings of all such meetings. He shall keep in his custody the seal of the corporation and shall have authority to affix the same to all instruments where its use is required. He shall give notices required by statue, by-law or resolution. He shall perform such other duties as may be delegated to him by the Board of Trustees or by the executive committee.
Section 4: Treasurer. The Treasurer shall be selected by, and from the membership of the Board of Trustees.
(a) The treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements; he shall deposit all monies, securities and other valuable effects in the name of the corporation in such depositories as may be designated for that purpose by the Board of Trustees. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president and trustees at the regular meetings of the Board, and whenever requested by them, an account of all his transactions as treasurer and of the financial condition of the corporation.
(b) When In the judgment of the Board of Trustees, the custody of corporate funds and securities warrant such action, the treasurer shall be required to make good and sufficient bond in an amount to be set by the Board, the fee for which will be paid by the Foundation.
Section 5: Assistant Secretary and Assistant Treasurer. The Board may appoint an assistant Secretary and/or an assistant Treasurer as they deem necessary. The assistants must meet the same qualifications as the Treasurer. The assistant secretary, in the absence or disability of the secretary, shall perform the duties and exercise the powers of the secretary. The assistant treasurer, in the absence or disability of the treasurer, shall perform the duties and exercise the powers of the treasurer.
ARTICLE V – MEETINGS
Section 1: Place of Meeting. Any or all meetings of the members, and the Board of Trustees of this corporation may be held within or without the State of Oklahoma.
Section 2: Annual Meeting of Members. The annual meeting of the members shall be held in each year in July, one of the purposes of which shall be to fill vacancies on the Board of Trustees.
Section 3: Notice of Annual Meeting of Members. At Least ten (10) days prior to the date fixed by Section 2 of this article or the holding of the annual meeting of members, written notice of the time, place, and purposes of such meeting shall be mailed, as hereinafter provided, to each member entitled to vote at such meeting.
Section 4: Delayed Annual Meeting. If, for any reason, the annual meeting of the members shall not be held on the day herein before designated, such meeting may be called and held as a special meeting, and the same proceedings may be had thereat as at an annual meeting, provided, however, that the notice of such meeting shall be the same herein required for the annual meeting, namely, not less than a 10 day notice.
Section 5: Special Meetings of Members. A special meeting of the members may be called at any time by the president, by a majority of the Board of Trustees, or upon written petition of ten members.
Section 6: Notice of Special Meeting of Members. At least three days prior to the date fixed for the holding of any special meeting of members, written notice of the time, place and purposes of such meeting shall be mailed, as hereinafter provided, to each member entitled to vote at such meeting.
Section 7: Organization Meeting of Board. At the place of holding the annual meeting of members and immediately following the same, the Board of Trustees as constituted upon final adjournment of such annual meeting shall convene for the purpose of electing officers and transacting any other business properly brought before it, provided that the organization meeting in any year may be held at a different time and place than that herein provided, by consent of a majority of the trustees of such new Board.
Section 8: Regular Meeting of Board. Regular meetings of the Board of Trustees shall be held quarterly at such time and place as the Board of Trustees shall from time to time determine. No notice of regular meetings of the Board shall be required.
Section 9: Special Meetings of Board. Special meetings of the Board of Trustees may be called by the president any time by means of such written notice by mail of the time, place and purpose thereof to each trustee as the president in his discretion shall seem sufficient, but action taken at any such meeting shall not be invalidated for want of notice if such notice shall be waived as hereinafter provided.
Section 10: Notices and Mailing. All notices required to be given by any provision of these by-laws shall state the authority pursuant to which they are issued (as, “by order of the president,” or “by order of the Board of Trustees” as the case may be) and shall bear the written, stamped, typewritten or printed signature of the secretary or assistant secretary. Every notice shall be deemed duly served when the same has been deposited in the United States mail, with postage fully prepaid, plainly addressed to the sendee at his, her, or its last address appearing upon the membership record of this corporation.
Section 11: Waiver of Notice. Notice of the time, place, and purpose or any meeting of the members or of the Board of Trustees, may be waived by telegram, radiogram, cablegram, or other writing, either before or after such meeting has been held.
Section 12: Quorum of Members. Presence in person or by proxy of members representing 10 percent (10%) of the voting rights of this corporation shall constitute a quorum at any meeting of the members.
Section 13: Corporate Member. For the purpose of voting, any member entitled to vote is considered to be a corporate member.
ARTICLE VI – BOARD OF TRUSTEES
Section 1: Number and Term of Trustees. The business, property, and affairs of this corporation shall be managed by a Board of Trustees composed of not less than three and not more than 20 elected persons plus one ex-officio trustee per Organizational Member (who shall be the Representative Member) who shall be members of this corporation. Each elected trustee shall hold office for the term of which he is elected and until his successor is elected and qualified. All trustees have the right to vote and hold office.
The term of elected trustee shall be for three years. A trustee may be elected to succeed himself/herself except that after serving any two consecutive elected terms, at least one year must elapse before he/she may again be elected to the Board of Trustee. The term of each ex-officio Trustee shall be designated by his/her Organizational Member.
Section 2: Vacancies. Vacancies in the elected members of the Board of Trustees shall be filled by election made by the members of the Tulsa Engineering Foundation. Each person so elected to fill a vacancy shall remain a trustee for the balance of the unexpired term.
Vacancies in Representative Members serving as Trustee shall be designated by his/her Organization Member.
Section 3: Action by Unanimous Written Consent. If and when the trustee shall collectively consent in writing to any action to be taken by the corporation, such action shall be valid as corporation action as though it had been authorized at a meeting of the Board of Trustees.
Section 4: Power to Make By-laws. The Board of Trustees shall have power to make and alter any by-law or by-laws, including the fixing and altering of the number of trustees, provided that the Board shall not make or alter any by-law or by-laws fixing the qualifications, classifications or term of office of any member or members of the then existing Board.
Section 5: Power to elect Officers. The Board of Trustees shall select a president, one or more vice-presidents, a secretary, and a treasurer.
Section 6: Power to Appoint Other Officers and Agents. The Board of Trustees shall have power to appoint such other officers and agents as the Board may deem necessary for transaction of the business of the corporation.
Section 7: Removal of Officers and Agents. Any officer or agent may be removed by the Board of Trustees whenever in the judgment of a majority of the Board the business interests of the corporation will be served thereby.
Section 8: Power to Fill Vacancies. The Board shall have power to fill any vacancy in any office occurring from any cause whatsoever.
Section 9: Delegation of Powers. For any reason deemed sufficient by the Board of Trustees, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other office or trustee.
Section 10: Power to Appoint Executive Committee. The Board of Trustees shall have the power to appoint by resolution an executive committee composed of four or more trustees, who, to the extent provided in such resolution, shall have and exercise the authority of the Board of Trustees in the management of the business of the corporation between meetings of the Board.
Section 11: Compensation. The compensation of trustees, officers, and agents if any, may be fixed by the Board, subject to the provisions of ARTICLE II of these By-Laws.
Section 12: Quorum. A majority of the number of the elected trustees shall constitute a quorum.
Section 13: Indemnification. The Corporation shall indemnify an officer or member of the Board of Trustees or former officer or former member of the Board of Trustees against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceeding to which he or she is made a party by reason of being or having been such officer or member of the Board of Trustees, except in action adjudged to be the result of negligence or misconduct in the performance of duty.
ARTICLE VII – COMMITTEES
Section 1: Executive Committee. An Executive Committee composed of the President, Vice-President, Secretary, and Treasurer of the Corporation, and such other members as the Board of Trustees may designate, shall have the authority to conduct the affairs of the Corporation between meetings of the board of trustees within the limits set out by the Board.
Section 2. Finance Committee. A Finance Committee composed of the Treasurer and two other members shall be appointed by the president promptly after each annual meeting. It shall be the duty of this committee to prepare a budget for the fiscal year beginning the first day of July, and to submit it to the Board of Trustees at its next meeting. The finance committee may from time to time submit supplements to the budget for the current fiscal year as directed by the officers or Board of Trustees.
Section 3: Financial Review Committee. A Financial Review Committee of three members shall be appointed by the president at the first regular meeting of the Board of Trustees after the annual meeting. The duty of this committee shall be to review the treasurer’s books and report the results at the next annual meeting. [amended January 14, 2002]
Section 4: Such other committees, standing or special, shall be appointed by the president as the members of the Board of Trustees shall from time to time deem necessary to carry on the work of the Foundation.
Section 5: The president shall be ex-officio a member of all committees.
Section 6: Membership on committees shall be open to all members of the Orgaizational members and the Consulting members, subject to the limitation that they can not hold an elected office.
ARTICLE VIII – VOTING, ELECTIONS, & PROXIES
Section 1: Who Is Entitled to Vote. Except as the articles or an amendment or amendments, thereto otherwise provide, each member of this corporation shall, at every meeting of the members, be entitled to one vote in person or by proxy upon each subject properly submitted to vote.
Section 2: Proxies. No proxy shall be deemed operative unless and until signed by the member and filed with the corporation. In the absence of limitation to the contrary contained in the proxy, the same shall extend to all meetings of the members and shall remain in force three years from its date or until sooner revoked.
ARTICLE IX – EXECUTION OF INSTRUMENTS
Section 1: Checks, etc. All checks, drafts, and orders for payment of money shall be signed in the name of the corporation and shall be countersigned by such officers or agents as the Board of Trustees shall from time to time designate for that purpose.
Section 2: Contracts, Conveyances, etc. When the execution of any contract, conveyance, or other instrument has been authorized without specification or the execution officers, the president or any vice-president, and the secretary or assistant secretary, may execute the same in the name and on behalf of this corporation and may affix the corporation seal thereto. The Board of Trustee shall have power to designate the officers and agents who shall have the authority to execute any instrument in behalf of this corporation.
ARTICLE X – POWER OF BOARD TO BORROW MONEY
The Board of Trustees shall have full power and authority to borrow money whenever in the discretion of the Board the exercise of said power is required in the general interests of this corporation and in such case the Board of Trustees may authorize the proper officers of this corporation to make, execute, and deliver in the name and behalf of this corporation such notes, bonds, and other evidence of indebtedness as said Board shall deem proper, and said Board shall have full power to mortgage the property of this corporation, or any part thereof, as security for such indebtedness, and no action on the part of the membership of this corporation shall be requisite to the validity of any such note, bond, evidence of indebtedness, or mortgage.
ARTICLE XI – PARLIAMENTARY PROCEDURE
Section 1: Parliamentary Authority. The rules contained in the current edition of ROBERT’S RULES OF ORDER, NEWLY REVISED, shall govern the Foundation in all cases to which they are applicable and in which they are not inconsistent with the ARTICLES OF INCORPORATION or BY-LAWS of this Foundation or with any special rules of order the Foundation may adopt.
ARTICLE XII – AMENDMENT OF BY-LAWS
Section 1: Amendments, How Effected. These by-laws may be amended, altered, changed, added to, or repealed by the affirmative vote of a majority of the members entitled to vote at any regular or special meeting of the members if notice of the proposed amendment, alteration, change, addition, or repeal be contained in the notice of the meeting, or by the affirmative vote of a majority of the Board of Trustees if the amendment, alteration, change, addition or repeal be proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting; provided, that any by-laws made by the affirmative vote of a majority of the Board of Trustees as provided herein may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of the members entitled to vote at any regular or special meeting of the members; also provided, however, that no change of the date or the annual meeting of members shall be made within thirty days next before the day on which such meeting is to be held, unless consented to in writing, or by resolution adopted at a meeting, by all members entitled to vote at the annual meeting.
ARTICLE XIII – GENDER OF MEMBERS
Section 1: Restrictions. There shall be no restriction to membership in the Foundation based on sex. Whenever the male gender is used in these By-Laws, inclusion of the female gender is also intended.
Article VII, Section 3 amended January 14, 2002
Major revision and rewrite amendment approved at Quarterly Meeting on April 29, 2004