United States ITU Association
A Nonprofit Corporation
1. Name. The name of the Corporation ("the Corporation") is the United States ITU Association.
2. Location. The principal offices of the Corporation shall be within or without the District of Columbia as the Board of Directors may determine.
3. Nature. The Corporation is a voluntary, nonprofit, and nonstock membership corporation. The Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt for taxation under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.
4. Purpose. The purposes for which this Corporation is organized are: (1) to develop and communicate consensus views of the members on ITU policy matters to the U.S. Government; (2) to enhance U.S. leadership and effectiveness in the ITU; (3) to provide a forum to focus the expertise and resources of the private sector on meeting U.S. objectives in the ITU and (4) for any other lawful purpose consistent with its mission statement.
1. Members. Individual U.S. citizens, U.S. companies and other U.S. non-governmental entities operating in the United States and involved in the promotion of U.S. interests on matters or activities within the scope of the International Telecommunication Union are eligible for membership in this Corporation. There will be one class of members.
2. Designation of Contact Person. Each member shall designate a contact person for voting and other purposes. An alternate may also be designated.
3. Voting. Each member in good standing shall have one vote in the Corporation. The designated contact person, or another individual designated by the member, shall cast its vote on behalf of the member. Decisions requiring a vote shall be approved upon majority vote of members voting at a meeting at which a quorum is present.
4. Annual Meetings. An annual meeting of members will be held in November or December of each year, for the purpose of electing the Board, reviewing the activities of the Corporation over the past year, planning for the upcoming year and considering any other relevant matters.
5. Working Meetings. Working meetings of members may be called, at the request of two (2) Board of Directors members or at the written request of ten (10) percent of the members, to consider matters requiring or benefiting from action by the members.
6. Notice. Written or e-mail notice of all meetings of members and the purpose thereof shall be sent to all members, at least thirty (30) days prior to the annual meeting and at least seven (7) days prior to a special meeting.
7. Quorum. The presence of twenty five percent (25%) of the members in good standing shall constitute a quorum at meetings of the members.
8. Policy Matters. Policy matters may be raised for consideration in one of two ways: (i) by members, in which case draft positions shall be prepared in written form and distributed by the Board by e-mail to members for review and comment; (ii) by the Board, including but not limited to matters that the Board concludes should be formally adopted for oral or written presentation to other entities. If the Board raises a policy matter, it may choose to either (i) draft written positions and distribute them by e-mail to members for review and comment; or (ii) call a working meeting of the members to consider the matter. When possible, decisions shall be made by consensus. Any member may disassociate itself from any policy statement adopted by the Corporation and have its position noted in the minutes of the meeting or noted in the policy statement. No action of the Corporation binds any member to any position or action or limits independent action by any member.
1. Duties and Authority. The affairs of the Corporation shall be managed by its Board of Directors. The Board shall be composed of 15 Board members. The Board of Directors supervises, directs, and controls the policies and programs of Corporation. The Board of Directors delegates to the Officers responsibility for management of Corporation when the Board is not in session, consistent with any policies established by the Board.
2. Election. Elections shall be held at the annual meeting of the Corporation. The Board shall compile a list of persons declared as candidates by their member for the positions to be filled each year, which list must be circulated in writing or electronically to the members at least thirty (30) days prior to the annual meeting date. Additional nominations for the Board may be made from the floor at the annual meeting. Those persons receiving the greatest number of votes cast for the vacancies are elected. Cumulative voting shall not be permitted. In case of a tie vote where there are insufficient positions for all persons who are tied, the remaining positions shall be decided by an immediate run-off election.
3. Term. Each Board member shall be elected for a term of two (2) years, commencing on 1 January following the annual meeting at which they were elected, except that for the initial Board, seven (7) Board members shall be elected for a one-year term and eight Board members for a two-year term. No two Board members may be employees of the same member.
4. Meetings. The annual meeting of the Board shall be held immediately after the members' annual meeting for the election of other officers and to consider any other appropriate business. Other meetings shall be held at the call of the Chair, upon written or e-mail notice as determined by the Board. The business of the Board may also be conducted by electronic means, where appropriate, at the call of the Chair. Board meetings are open to members.
5. Voting. A majority of the Board members shall constitute a quorum for the transaction of its business. When possible, decisions shall be made by consensus, but decisions made by voting require a majority vote of those voting at a meeting at which a quorum is present.
6. Vacancies and Removal. Any vacancies occurring on the Board may be filled in the following order (for an Officer position vacancy, see Article IV, clause 7);
6.1 within 30 days of a request from the Chair to the member whose representative held the vacant seat, that member may propose a replacement whose acceptance as a Board member shall be subject to majority vote of the Board;
6.2 if for any reason the replacement is not determined under 6.1 above, the vacancy may be filled by majority vote of the Board;
6.3 such replacement Board member determined by 6.1 or 6.2 above shall serve out the remainder of that calendar year.
7. The Board in its discretion may remove any Board member who has failed to attend three (3) consecutive meetings of the Board.
1. Officers. The Officers of the Corporation shall be a Chair, Vice Chairs, Treasurer, Secretary and Chair Elect.
2. Election. At the conclusion of the election of Board members at the annual meeting, the members shall also elect a Chair from among the Board members to be in office as of 1 January and a Chair-Elect. The Chair-Elect will become the Chair for the following year subject to being a Board member and confirmation by the members at the next annual meeting. Nominations for such offices shall be made from the Floor. A majority vote of those members present and voting is required to elect the Chair and Chair-Elect. At the first Board meeting after the annual meeting, the Board members who will be in office as of 1 January shall elect from those members a Secretary and a Treasurer, and they may also elect one or more Vice-Chairs, whether or not such Vice-Chairs will be Board members, as it deems appropriate. All officers shall hold office for one year, commencing January 1 or until their successors take office.
3. Chair. The Chair shall be the chief elected officer of the Corporation, and shall perform all duties incidental to that office and other duties as prescribed by the Board. The Chair shall preside at all meetings of the members and the Board. The Chair may sign any deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed.
4. Vice Chair. In the absence of the Chair and Chair-Elect, the Vice Chair (in order of seniority) shall perform the duties of the Chair. The Vice Chair(s) shall also perform other duties as assigned by the Chair or the Board.
5. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, keep full and accurate accounts of receipts and disbursements in books of the Corporation, receive and give receipts for moneys due and payable to the Corporation, and deposit all moneys in the name of the Corporation in such banks or depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation, as directed by the Board. The Treasurer shall maintain a list of all members, including the status of their dues payments.
6. Secretary. The Secretary shall keep minutes of the meetings of the Members and the Board. The Secretary shall be the custodian of the records of the Corporation and the membership records. The Secretary shall give notice of all meetings of the members and the Board and perform such other duties as prescribed by the Board or the Chair.
6.bis Chair-Elect. The Chair-Elect shall perform duties as requested by the Chair.
7. Vacancy. Any vacancy occurring in any office of the Corporation may be filled by a majority vote of the Board for the unexpired term.
8. Removal. An elected officer may be removed for adequate reason by a two-thirds vote of the Board of Directors, with the officer being considered for removal not participating in the vote.
1. Dues. Dues shall be established by the Board. Annual dues for members shall be due on 31 January of the relevant year. Annual dues for new members are due with their application for membership.
2. Failure to Pay Dues. Any member who is delinquent in dues for a period of sixty (60) days from the time dues payments become due shall be notified by the Treasurer within 14 days of such delinquency. If payment of dues is not made within thirty (30) days of the delinquency notification, the Treasurer shall provide a recommendation to the Board of Directors for action regarding termination of membership. Following termination, upon payment of the delinquent dues, the membership will be reinstated.
1. Contracts. The Board may authorize any Officer to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
2. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
3. Amendment to Articles of Incorporation and Bylaws. The Articles of Incorporation or these Bylaws may be altered, amended or repealed at a meeting of the members. Written notice of proposed amendments must be sent to all members at least fifteen (15) days prior to the meeting at which they will be considered. Any change to the Articles of Incorporation or Bylaws requires a majority vote of all members of the Corporation, whether or not they are present or voting.
4. Committees. The Executive Committee consists of the elected officers of the Corporation and is responsible for the management of the Corporation when the Board is not in session. The Chair shall appoint individuals to serve on all other committees, as established by the Board of Directors or Executive Committee.
5. Indemnification. Directors, Officers, and other authorized employees or agents of Corporation may be indemnified against claims for liability arising in connection with their positions or activities on behalf of Corporation to the full extent permitted by law.--As amended 2 December 2013