BYLAWS OF

THE WORLD AFFAIRS COUNCIL

OF SAN ANTONIO

(as amended June 2011)

ARTICLE I
NAME

     The name of this voluntary educational and non-profit corporation is “The World Affairs Council of San Antonio” (hereinafter referred to as “The Council”).

ARTICLE II
PURPOSE

     The purpose for which the corporation is organized is to be a non-profit and nonpartisan educational organization within the meaning of section 50 (c)(3) of the Internal Revenue code of 1954, dedicated to the education of its membership and the general public (community) about the foreign policy of the United States, and its relationships with other countries and international organizations. This purpose shall be accomplished through the development and provision of guest lecturers, panel programs, study groups, travel tours, newsletters and any other means of education as approved by the Board of Trustees.

ARTICLE III
MANAGEMENT MEMBERSHIP

     The Council shall be managed between membership business meetings by the Board of Trustees to which the officers, the executive committee, and other committees shall report.

ARTICLE IV
INDIVIDUAL MEMBERSHIP

     The Board of Trustees shall from time to time establish classes of membership, prescribe the procedures for admitting persons to membership, set dues and determine privileges, services and publications to be afforded to the several classes of members. It may provide for special privileges to persons who shall make contributions. Each member over 18 years of age shall be entitled to one vote.

ARTICLE V
ORGANIZATION MEMBERS

     The Board of Trustees may, from time to time, establish membership for organizations and prescribe the procedures for admission to membership, set the dues and determine the voting and other privileges, services, and publication to be afforded to such members.

ARTICLE VI
AFFILIATIONS OF THE COUNCIL

1.  The Council, may, by vote of the Board of Trustees, affiliate with any other organization whose purposes are similar to those of the Council and which is exempt from federal income taxation.  It may likewise authorize any such organization to become affiliated with it.

2.  No affiliation by or with the Council shall be construed as an endorsement by the Council of the purpose activities or pronouncements of any affiliated organization.

3.   Affiliation by and with the Council shall not confer privileges of membership upon the members, if any, of the Council’s affiliate, except and to the extent arranged for time to time by the Board of Trustees.

4.  The secretary may delegate to the staff the responsibility of keeping a list of affiliations with other similar organizations as an annex to these By-Laws.

ARTICLE VII
MEETINGS OF MEMBERS

     The annual meeting of members shall be held at a date, time and place fixed by the executive committee. Special meetings of members may be called by the Chair.

ARTICLE VIII
OFFICERS

     The Council may elect five or more Vice Chairs (the number and duties of which shall be determined by the Executive Committee). Additional Vice Chairs may be appointed by the Executive Committee to be elected at the next annual meeting of the membership. They shall serve for a period of one year or until their successors are named and seated.

     The Chair shall preside over the Board meetings of the Council. He/She shall, under the Board of Trustees, be responsible for the general direction of the policies and affairs of the Council. The Chair Elect shall assume the duties of the Chair in his/her absence.

     The Treasurer shall be responsible for the management, budgeting, expenditure and accounting of corporate funds. The treasurer shall submit budgets to the Board for appropriate action and be Chair of the budget committee.

     The Secretary shall review and sign the minutes of the Executive Committee meetings, Board meetings and annual membership meetings and present a summary report at the next regular meeting.

     Council members elect officers of the Board of Trustees at the annual meeting.

     A vacancy in any office because of death, resignation, disqualification or otherwise may be filled by the Executive Committee for the unexpired portion of the term. 

     Up to 5 additional Board positions may be selected by the Chair with the approval of the Executive Committee to serve until the next annual meeting (even if no vacancy). This allows a mechanism to add Board members during the year.

ARTICLE IX
BOARD OF TRUSTEES

     There shall be  a Board of Trustees consisting of the officers named in Article VIII and not more than one hundred (100) nor less than fifty (50) other members, as determined by the Executive Committee, to hold office until their successors are elected and qualified. Trustees shall be elected at the annual meeting of the membership and shall serve for a three (3) year term. There shall be a limit of 2 consecutive 3 year terms. After one year off the Board, a person will be eligible for nomination and re-election. Vacancies on the Board of Trustees shall be filled upon the recommendation of the Chair and a vote of a majority of the Executive Committee present at any meeting in which a quorum is present. Such actions will be reported at the next meeting of the membership.

     Certain persons are not subject to 2 consecutive 3 year terms, including Past Chairs, Presidents of UTSA, University of the Incarnate Word, Trinity University, St. Mary’s University, Our Lady of the Lake University, Texas A & M University, and an Alamo Community College District representative, the Director of the International Affairs Department of the City, and the President of Texas Public Radio.

     The Board of Trustees shall meet as soon as possible after the annual meeting of the members. Thereafter meetings shall be called by the Chair or any (10) members of the Board.

     A quorum shall consist of one-third (1/3) of the members of the current Board of Trustees. At any meeting in which a quorum is present, a majority of those present may bind the Board.

     The Board of Trustees shall manage the general affairs of the Council and may fill vacancies among the officers. It may remove any of its officers by a majority vote of the entire Board.

ARTICLE X
EXECUTIVE COMMITTEE

     The Executive Committee shall be composed of the Chair, other elected officers, the Chair of the International Contemporaries, and other Board members appointed by the Chair and approved by the Board of Trustees. In addition, the immediate Past Chair will serve on the Executive Committee for a period of one year following his/her term of office. Vacancies on the Executive Committee shall be filled upon the recommendation of the Chair and a vote of a majority of the Executive Committee present at any meeting in which a quorum is present. Such actions will be reported at the next meeting of the membership. The Executive Committee shall hire the President and approve all additional staff positions. The President will hire staff with the approval of the Executive Committee. The President shall serve as chief administrative officer under the direction of the Executive Committee. The President  will be a voting member of the Executive Committee and also a voting member of the Board of Trustees. The Chair will be the Chair of the Executive Committee, which will meet by call of the Chair. It shall have primary responsibility for routine expenditures and personnel and may make recommendations to the Board of Trustees as to the annual budget and other matters. It may act for the Council upon a matter which will not await the next regular meeting of the Board of Trustees. One third (1/3) of the membership of the Executive Committee shall constitute a quorum.

ARTICLE XI
COMMITTEES

     There shall be a committee on budget, chaired by the treasurer, and such other committees as the Executive Committee may deem it appropriate to establish. The Chair of the Executive Committee shall appoint the Chair of all other committees, who shall be Trustees but need not be members of the Executive Committee, with the approval of the Executive Committee. Each committee will be comprised of at least 5 Council members and will name a co-chair, vice chair or associate chair.

     A nominating committee for the Board of Trustees shall be appointed by the Chair with the approval of the Executive Committee not less than sixty (60) days before the annual meeting. The nominating committee will prepare a slate of candidates to be presented to the members by mail, not less than thirty (30) days prior to the annual meeting. At the annual meeting the slate of candidates will be voted on, and any member may make nominations from the floor for other nominees.

     Any vote may be made by mail, electronic mail, internet or any combination of those.

ARTICLE XII
AMENDMENTS

     These By-Laws may be amended by two-thirds  (2/3) vote of the members present and entitled to vote at any regular or called meeting, provided that notice of the substance of any proposed amendment has been mailed to all voting members at least fifteen (15) days before such meeting.

ARTICLE XIII
DISSOLUTION

     Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such a manner or to such organization or organizations organized and operated exclusively for charitable, educational, or religious, or scientific purposes as shall at the time qualifying as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States law), as the Board of Trustees determine. Any such assets not so disposed of shall be 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.