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Bylaws of the Academy of Transdisciplinary Learning &
Advance Studies Article 1: Offices
1.01 Principal Office. The principal office of the Corporation in the State of Texas shall be located at TheATLAS P. O. Box 1299 Grandview, TX 76050-1299. The Corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.1.02 Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with the registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors. Article 2: Purpose
2.01 Purpose. The Corporation is organized for educational and scientific purposes and shall be dedicated to the study, understanding, and use of transdisciplinary education and research for the benefit of all people throughout the world. The Corporation will act as a forum for ideas, a center of knowledge and an exchange for information by extending the benefits of transdisciplinary education and research to all who seek to understand and apply it in accordance with the defining principals. Transdisciplinary education, research and training will be considered a primary process deserving special attention and effort on the part of the Corporation.
2.02 Limitations. The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of the Corporation. Article 3: Board of Directors 3.01 General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of Texas or members of the Corporation.
3.02 Number, Tenure, Election and Qualification. The number of Directors shall be no fewer than three and no greater than twenty. Each Director shall hold office until the next annual meeting of the Board of Directors and until his successor shall have been elected and qualified.
3.03 Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice by this Bylaw. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution.
3.04 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as a place for holding any special meetings of the Board called by them.
3.05 Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail to each Director at his address as shown by the records of the Corporation. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for such express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
3.06 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
3.07 Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
3.08 Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
3.09 Compensation. Directors as such shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at such regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
3.10 Informal Action by Directors. Any action required by law to be taken at a meeting of Directors or any action which may be taken at a meeting of Directors, may be taken without a meeting if consent in writing sets forth the action so taken shall be signed by all of the Directors.Article 4: Officers4.01 Officers. The officers of the Corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected according to the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, and such officers shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.4.02 Election and Term of Office. The officers of the Corporation shall be elected biennially by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of the officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successors shall have been duly elected and shall have qualified.4.03 Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officers so removed.4.04 Vacancies. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.4.05 President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the Board of Directors. He may sign, with the Secretary, or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws by statute to some other officer or agent of the Corporation; and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.4.06 Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President (or if there be more than one Vice-President, the Vice-Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all of the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors.4.07 Treasurer. If required by the Board of Directors, the Treasurer shall give the bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation and such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 5 of these Bylaws; and, in general, 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 by the President or by the Board of Directors.4.08 Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for such purpose; give all notices according to these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation, and affix the seal of the Corporation to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized according to these Bylaws; keep a register of the post office address of each of the Directors which shall be furnished to the Secretary by each Director; and, in general, perform all duties incident to the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.4.09 Assistant Treasurers and Assistant Secretaries. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sum and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors. Article 5: Contracts, Checks, Deposits and Gifts 5.01 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation. Such authority may be general or confined to specific instances.5.02 Checks and Drafts. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the Corporation.5.03 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.5.04 Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the purpose of the Corporation. Article 6: Books and Records 6.01 Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of its Directors. All books and records of the Corporation may be inspected by any Director or his agent or attorney for any proper purpose at any reasonable time. Article 7: Additional Bylaws/Reference Handbook 7.01 Additional Bylaws/Reference Handbook. The terms and provisions of the “Reference Handbook” attached hereto as Exhibit “A” shall be considered additional Bylaws of the Corporation as if the same were set forth herein verbatim.7.02 Conflict in Bylaws. In the event of any conflict between the Bylaws contained in the “Reference Handbook” attached hereto as Exhibit “A” and the Bylaws set forth in Articles 1-6 and 8-11 hereof, the Bylaws set forth in Articles 1-6 and 8-11 shall control. Article 8: Waiver of Notice 8.01 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Article 9: General Provisions Indemnification 9.01 Indemnification of Directors - Permissive.A. The Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a Director of the Corporation if it is determined —(1) by majority vote of a quorum consisting of the Directors who at the time of the vote are not named defendants or respondents in the proceeding;(2) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all Directors, consisting solely of two or more Directors who at the time of the vote are not named defendants or respondents in the proceeding; or(3) by special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in subparagraphs (1) or (2), immediately above, or, if such a quorum cannot be obtained and such a committee cannot be established, by majority vote of all Directorsthat the person —(a) conducted himself in good faith,(b) reasonably believed(i) in the case of conduct in his official capacity as a Director of the Corporation, that his conduct was in the Corporation’s best interest, and(ii) in all other cases, that his conduct was at least not opposed to the Corporation’s best interests, and(c) in case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful; (The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements of subparagraphs (a), (b), or (c), immediately above.)except there shall be no indemnification for obligations resulting from a proceeding which —(d) the person is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person’s official capacity or(e) the person is found liable to the Corporation.B. A person may be indemnified under Paragraph A., immediately above, against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding; but if the person is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification —(1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding, and(2) shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Corporation.C. If a court of competent jurisdiction determines that a Director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he has met the requirements of Paragraph A., immediately above, or had been adjudged liable in (e) of Paragraph A., immediately above, the court may order the indemnification that the court determines is proper and equitable. The court shall limit indemnification to reasonable expenses if— (1) the Director is found liable to the Corporation; or(2) the Director is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person’s official capacity.D. The Corporation may pay or reimburse expenses incurred by a Director in connection with his appearance as a witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding.E. Reasonable expenses incurred by a Director who was, is, or is threatened to be named a defendant or respondent in a proceeding may be paid or reimbursed by the Corporation in advance of the final disposition of the proceeding after—(1) the Corporation receives a written affirmation by the Director of his good faith belief that he has met the standard of conduct necessary for indemnification in this subsection 9.02 and a written undertaking by or on behalf of the Director to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements; and(2) a determination of the facts then known to those making the determination would not preclude indemnification under this subsection 9.01.F. The written undertaking required by Paragraph E., subparagraph (1), immediately above, must be an unlimited general obligation of the Director but need not be secured. It may be accepted without reference to financial ability to make repayment. Determinations and authorizations of payments under Paragraph E., immediately above, must be made in the manner specified by Paragraph A., subparagraphs (1), (2), (3), or (4), immediately above, for determining that indemnification is permissible.9.02 Indemnification of Directors - Mandatory.A. The Corporation shall indemnify a Director against reasonable expenses incurred by him in connection with a proceeding in which he is a party because he is a Director if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding.B. If, in a suit for the indemnification required by Paragraph A., immediately above, a court of competent jurisdiction determines that the Director is entitled to indemnification under Paragraph A., immediately above, the court shall order indemnification and shall award to the Director the expenses incurred in securing the indemnification.9.03 Indemnification of Officers - Mandatory. An Officer of the Corporation shall be indemnified as, and to the same extent, provided by Paragraph B. of subsection 9.01 and by subsection 9.02 and is entitled to seek indemnification under those subsections to the same extent as a Director.9.04 Indemnification of Officers, Employees, Agents -Permissive. The Corporation may indemnify and advance expenses to an Officer, employee, or agent of the Corporation to the same extent that it may indemnify and advance expenses to Directors in subsection 9.01.9.05 Indemnification of Nominees and Designees - Permissive. The Corporation may indemnify and advance expenses to nominees and designees who are not or were not Officers, employees, or agents of the Corporation who are or were serving at the request of the Corporation as a Director, Officer, partner, venturer, proprietor, trustee, employee, agent, or other similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise, or employee benefit plan to the same extent that it may indemnify and advance expenses to Directors under subsection 9.01.9.06 Liability Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Corporation or who is or was serving at the request of the Corporation as a Director, Officer, partner, venturer, proprietor, trustee, employee, agent, or other similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust or other enterprise, or employee benefit plan, against any liability asserted against him and incurred by him in such capacity or rising out his status as such a person, whether or not the Corporation would have the power to indemnify against that liability under this Article Nine.9.07 Authorization/Determination. Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expense must be made in the same manner specified in subsection 9.01, Paragraph A., subparagraph (3).9.08 Definitions and Presumptions.(1) “Corporation” means the Corporation, and includes any domestic or foreign predecessor entity of the Corporation in a merger, consolidation, or other transaction in which the liabilities of the predecessor are transferred to the Corporation by operation of law and in any other transaction in which the Corporation assumes the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this Article Nine.(2) “Director” means any person who is or was a Director of the Corporation and any person who, while a Director of the Corporation, is or was serving at the request of the Corporation as a Director, Officer, partner, venturer, proprietor, trustee, employee, agent, or other similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.(3) “Expenses” include court costs and attorney’s fees.(4) “Official capacity” means when used with respect to a Director, the office of Director in the Corporation; and when used with respect to a person other than a Director, the elective or appointive office in the Corporation held by the Officer or the employment or the agency relationship undertaken by the employee or agent in behalf of the Corporation but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.(5) “Proceeding” means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.(6) The Corporation is deemed to have requested a Director to serve an employee benefit plan whenever the performance by him of his duties to the Corporation also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a Director with respect to an employee benefit plan pursuant to applicable law are deemed fines. Action taken or omitted by him with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan is deemed to be for a purpose which is not opposed to the best interest of the Corporation.9.09 Reimbursement. Any payments made to an Officer, Director, agent, employee or executive committee member of the Corporation such as a salary, commission, bonus, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such Officer, Director, executive committee member, employee or agent to the Corporation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the recipient, subject to the determination of the Directors, proportionate amounts may be withheld from future compensation payments to recipient until the amount owed to the Corporation has been recovered.
Article 10: Seal 10.01 Seal. The Board of Directors shall provide a corporate seal, which shall have the corporate name inscribed thereon. Article 11: Amendment to Bylaws 11.01 Amendment to Bylaws. These Bylaws may be altered, amended, repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least five days’ written notice is given of an intention to alter, amend, or repeal these Bylaws or to adopt new Bylaws at such meeting. AWARDS AND ACHIEVEMENTS Recognition of outstanding achievements in the field of Transdisciplinary Education and Research will be administered by the Award Committee, subject to the approval of the Board of Directors. The Award Committee will be appointed by the Board of Directors for a specified term. TheATLAS Award categories and purposes will be identified by the Board of Directors. The Academy Gold Medal of HonorThe Academy of Transdisciplinary Learning and Advanced Studies (TheATLAS) will present its highest honor, “the Academy Gold Medal of Honor” for distinguished contribution to the advancement of Transdisciplinary Foundational ideas and activities. The award comes with Honorary lifetime Membership in the Academy. The Academy Gold Medal of Honor recognizes unusual accomplishment in transdisciplinary education and research, public service, and other allied pursuits beneficial to design and process science.
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