SOCIETY OF CABLE
TELECOMMUNICATIONS ENGINEERS
Section l: Name: The
name of this organization shall be the North Central Texas Chapter of the Society of Cable Telecommunications
Engineers, Inc. (SCTE) located in Dallas- Fort Worth, Texas
(city, state).
The Society is organized to develop, increase and spread
both theoretical and practical technical knowledge of cable telecommunications
and broadband communications systems thereby providing opportunities for the
professional and technical growth of its membership and the industry. The
Society and its divisions may engage in any of the following activities or in
any other activities that will fulfill its purposes:
Section l: Purpose: The purposes
for which the Chapter/Meeting Group is organized are to:
(a)
Promote
professional and technical accomplishments of individuals working in cable
telecommunications and related industries, and provide opportunities to
recognize their accomplishments.
(b) Promote the
development of a continuing relationship between cable telecommunications
personnel and: (l) the state cable television associations within the local
chapter or meeting group's geographical area; (2) radio, television, and similar
broadcast industries; (3) the TV viewing public; (4) the users of cable
telecommunications and broadband communications systems; and (5) various related
agencies - both public and private.
(c)
Hold meetings
devoted to the discussion of technology-related matters, the reading of papers,
the interchange of ideas and other such activities that will advance the local
chapter or meeting group and the Society's objectives; and promote the cable
television and broadband industry.
(d) Promote,
encourage and support SCTE
meetings, seminars, and trade shows with the express purpose of training
individuals working in the cable telecommunications and broadband communications
industries.
(e)
Actively
participate in the promotion of and training and testing for SCTE Certification
Programs.
(f)
Promote and
encourage membership and active participation in the national organization of
the Society of Cable Telecommunications Engineers Inc.
Section l:
Eligibility. Any person shall be eligible for affiliation
with the Chapter/Meeting Group who is A current dues paying member of the
national Society of Cable Telecommunications Engineers
(a)
Employed
full, part time, or retired from
the cable telecommunications or broadband communications industries.
(b) Employed
full, part time, or retired from radio or telecommunications
broadcasting.
(c)
Employed
full, part time, or retired from a
field closely allied to one of the above.
(d) A member of a
regulatory agency or legislative branch of federal, state, regional or local
government concerned with the technical operation of cable telecommunications or
broadband communications systems.
(e)
Sincerely
interested in the development and furtherance of cable telecommunications or
broadband technologies.
Section 2:
Membership Fees. Chapter/Meeting Groups shall have no individual membership fees
or dues structure.
Section 3:
Mailing List. The board of directors shall assist SCTE headquarters in
maintaining an updated mailing list of local participants and affiliates. In
addition, Chapters/Meeting Groups may choose to maintain a list of:
(a)
All attendees
of past meetings and functions,
(b) All
individuals listed as local participants and affiliates , if any,
(c)
All
interested parties who have requested to receive information about any future
meetings or functions.
Section 1:
Annual Meeting. One of the year's general meetings shall be deemed the
annual meeting for the purpose of receiving the annual reports of officers,
directors, and committees, and the transaction of other business as designated
by the board of directors. Notice
of the annual meeting shall be included in the standard general meeting notice,
setting the date, time, place, and purpose. The annual meeting shall be held in
the 1st quarter of each year and after the annual meeting of the board of
directors.
(a)
A minimum of
four general meetings will be held annually. The period between meetings shall
be no more than four months.
(b) A minimum of
30 hours of technical education sessions must be presented within each calendar
year.
(c)
The
headquarters of the Society of Cable Telecommunications Engineers shall be
notified at least 45 days prior to all general meetings of the meeting's date,
time, location and scheduled agenda. Attendance shall be recorded at all general
meetings, and submitted with the required meeting report process as determined
by national SCTE, to the headquarters of the SCTE within thirty (30) days
following each meeting.
(d) A meeting fee
may be charged to cover direct meeting expenses such as room rental,
audio-visual equipment rentals, refreshments, and lunches, if offered. Such
fees, as established by the board of directors, are to be kept to a minimum to
cover meeting-related and operational costs.
(e)
Establish a
delineated fee structure for general meetings whereby non-members are charged a
higher fee for meeting attendance than SCTE members.
(f)
Account for
all monies and fees collected, and report all financial transactions on the
Quarterly Financial Report form to headquarters of the Society of Cable
Telecommunications Engineers within 30 days of the close of each quarter.
Section 3:
Certification Programs. This organization shall make certification
examinations available to local participants at least once per year.
(a)
The
supervisory and policy responsibilities of this organization are hereby vested
in a board of directors, consisting of 14 members, but no less than five, who
must be charter, fellow, senior, or active members in good standing of the
Society of Cable Telecommunications Engineers. Directors elected as officers
shall continue also to serve as directors for the full terms for which they were
elected. Directors who
are on active military duty are exempt from the membership requirement stated
above and Article V; section 7.
(b) The present
board members shall continue to serve until their successors shall be duly
elected and qualified.
Section 2:
Election of directors and Term.
(a)
The board of
directors shall be elected by the voting membership affiliated with said chapter
/ meeting group for a term of two years.
The vote shall be reported at the annual meeting of the Chapter/Meeting
Group.
(b) The election
shall be for 50 percent of the board seats as described in Article 5 Section
1(a)
(c)
Elections may
be accomplished by allowing each individual affiliate to vote in one of the
following ways: i.) Mail ballot; or ii.) Electronic Ballot; or iii.) casting a
ballot in person at the annual meeting. In the event that more than one method
of voting is employed, members of the board of directors not eligible for
re-election will be responsible for ensuring the integrity of the
vote.
(d) The person
holding office as this Region's Director on the SCTE board of directors will
automatically be instated as an additional board member ex officio upon
commencement of his term as Regional Director.
(e)
In the event
of a tie between two candidates, a recount of the ballots shall
be conducted and confirmed that the membership is equally split. The sitting
president will then cast the deciding vote by the flipping of a coin. “Heads”
will be assigned to the candidate whose last name appears first in alphabetical
order. The present sitting board of directors shall witness this action.
(f)
Any elected
Board member, who runs for and is elected to a Regional Director position, will,
upon and by his accession to that position, effectively resign his elected seat
on the Board. Article V, Section 8 will apply in filling that vacancy. The
Regional Director will immediately assume ex-officio status per Article V,
Section 2 (d).
Section 3:
Commencement of Term. The term of office for a director shall commence in
January of the year following the annual meeting where elections were
held.
Section 4:
Duties of Directors. The board of directors shall:
(a)
Hold meetings
at such times and places as it deems proper.
(b) Meet a
minimum of four times per year.
(c)
Appoint
committees on particular subjects from members of the board or from other
members of this organization.
(d) Approve and
monitor the annual budget.
(e)
Print and
circulate documents and publish articles.
(f)
Communicate
with the SCTE headquarters, the state cable television association, and other
associations interested in matters of concern to this
organization.
(g) Invest and
deal properly with the funds and assets of the organization, ensuring that an
authorized SCTE National representative is a signatory on all financial
accounts.
(h) Devise and execute other measures as it
deems proper and expedient to promote the purposes and to best protect the
interests and welfare of this organization.
(i)
And other
guidelines that may be set forth by the Operations Committee of the
SCTE
Section 5:
Meetings of the Board. The board of directors shall meet a minimum of four
times each calendar year. Notice of meetings shall be made, written or verbally,
by the secretary, or other designated officer, at least 14 days before the time
appointed for the meeting. The president may, when he deems necessary, or the
secretary shall, at the request of a majority of the board, issue a call for a
special meeting of the board, and a 5 day notice shall be required for such
meeting. Attendance at any meeting shall constitute a waiver of notice thereof.
Section 6:
Quorum and Voting. A minimum of fifty (50) percent of the elected board
shall constitute a quorum for the transaction of business. A majority of members
present may determine an issue. No proxy votes shall be permitted.
Section 7:
Absence. Should any member of the board absent himself unreasonably from
2 consecutive meetings of the board without sending a communication to the
president or secretary stating his reason for absence, his seat on the board may
be declared vacant by the president and the board may proceed forthwith to fill
the vacancy.
Section 8:
Vacancies. Whenever any vacancy occurs on the board of directors, a
quorum of the remaining members of the board shall vote without undue
delay to either fill the seat or leave it unoccupied until the next
election.
Section 9:
Removal of directors.
(a)
Any one or
more of the directors may be removed, with cause, at any time, by a majority
vote of the members present at any board meeting where proper notification has
been given, and the individual(s) has been afforded the opportunity to present a
defense to the board prior to the vote.
(b) Should a
director be recalled, his position shall be filled in accordance with Article V,
Section 8.
Section 10:
Action Without meeting. Any action that could be taken by the board of
directors at a meeting may be taken upon unanimous consent of the directors.
Section 11:
Liabilities. Except in cases of fraud or acts of bad faith, the directors
and officers of this organization shall not be held personally responsible for
debts, obligations, or liabilities of the organization, or for their actions on
behalf of the organization.
Section
12: Indemnification. The Chapter/Meeting Group shall
indemnify and hold harmless any officer, director, or other representative of
the Chapter/Meeting Group who was or is a party or is threatened to be made a
party to any action, suit or proceeding by reason of the fact that such person
is or was a representative of the Chapter/Meeting Group, against all expenses
(including attorney fees), judgments, fines and amounts paid in settlement as to
actions taken, or omitted to be taken, in such person's official capacity,
provided, however, that no persons shall be entitled to indemnification in
any
instance
in which the action or failure to take action giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
ARTICLE VI:
OFFICERS
Section 1:
Number. The officer positions of this organization shall
be:
President,
Vice President, Chairman of the Board, Secretary,
Treasurer,
(a)
Election of
officers must be held annually. Officers shall be elected by (indicate one):
______ A vote
of the membership
X______ The
board of directors.
(b) The term of
office for officers shall be one year (except for the treasurer who shall serve
a minimum of two years) and they shall serve in their position until their
successors are elected and qualified.
(c)
Only board
members shall be eligible for officer positions.
Section 3:
Commencement of Term.
(a)
The term of
office for the officers shall commence immediately following election to the
office.
(b) The
headquarters of the Society of Cable Telecommunications Engineers shall be
notified of the results and/or any changes of officers within fifteen (15) days
following the election or change. Notification shall be made on the
chapter/meeting group Leadership Contact Form.
Section 4:
Duties and Powers.
The duties
and powers of the officers shall be:
(a)
Chairman: The
immediate past president may assume the office of chairman with the majority
approval of the board of directors. The chairman shall preside at meetings of
the Executive Committee and the board of directors in the absence of the
president
(b) President:
The president shall preside at all meetings of the Executive Committee, board of
directors, and at this organization's annual meeting. He shall be a member ex
officio, with right to vote, of all committees except the Nominating Committee.
He shall also, at the annual meeting and at other times as he deems proper,
communicate to the organization and/or the board of directors such matters and
make such suggestions as may in his opinion tend to promote the prosperity and
welfare, and increase the usefulness of the organization, and shall perform such
duties as are necessary incident to the office of president.
(c)
Vice
President(s): The vice president(s) shall assist the president as he requires.
(d) Secretary: It
shall be the duty of the secretary or his delegate to give notice of and attend
all meetings of the organization, and to keep a record of their business; to
conduct all correspondence and carry out all orders, votes, and resolutions not
otherwise committed; to keep a list of the members of the organization; to
collect the fees, annual dues (if any) and subscriptions, and turn them over to
the treasurer or his appointed representative; to notify the officers and
directors of their election; to notify members of their appointment to
committees; to prepare, under the direction of the board of directors, an annual
report of the organization; to submit in a timely manner all of the reports and
forms to the headquarters of the
Society of Cable Telecommunications Engineers, and generally devote his best
efforts to forwarding the business and advancing the interests of the
organization. An assistant secretary may be elected to assist the secretary, and
may act in his absence. The secretary shall notify SCTE headquarters within
fifteen (15) days following any changes in the organization's post office box.
A.
The
treasurer, or his delegate, shall keep an account of all monies received and
expended for the use of the organization. He shall make necessary disbursements
with the approval of the board of directors. He shall deposit all sums received
in a bank or trust company approved by the board of directors, and make a report
at the annual meeting or when called upon to do so by the president. An
assistant treasurer may be elected to assist the treasurer, and may act in his
absence.
B.
The funds,
books, and vouchers in the treasurer's hands shall be at all times under the
supervision of the board of directors and subject to its inspection and control.
At the expiration of his term of office, he shall deliver all books, monies,
accounts, and other properties to his successor, or in the absence of a
treasurer-elect, to the president. The treasurer shall report all financial
transactions on the Quarterly Financial Report Form within 30 days of the close
of each quarter to SCTE headquarters
C.
The treasurer
shall advise SCTE headquarters of any changes to the bank name, bank location,
bank account number(s), signatures on bank accounts or certificates of deposit,
and ensure that an authorized SCTE representative is a signatory on all
accounts, within fifteen (15) days of any such change.
Section 5:
Vacancies. All vacancies in any office shall be filled without undue
delay by the board of directors at its regular meeting, or at a meeting
specifically called for that purpose.
Section 6:
Compensation of Officers. Officers shall not be compensated for their
time, but may be reimbursed for reasonable expenses incurred upon the approval
of the majority of the board of directors.
Section 7:
Removal. Any officer may be removed from office, with cause, by a
majority vote of the directors present at a meeting called for that purpose,
after the officer in question has been afforded the opportunity to provide his
defense to the board.
Committees
may be set up by the Board of Directors to handle programs and issues as the
need arise. Committees will include those listed in sections 1 and 2. Additional
committees can include, Communication, Education, Vendor Day, and those needed
on an ad-hoc or permanent basis.
Section 1:
Executive Committee. The Executive Committee shall consist of the
president, vice president(s), secretary, and one additional member of the board
of directors appointed by the president. The Executive Committee may act on the
behalf of the organization in any matter when the board of directors is not in
session, reporting to the board for ratification of their actions at each
regular or special board meeting called for that purpose. The Executive
Committee must notify the board of all actions taken either by written
notification within fifteen (15) days of the action, or at the next meeting of
the board, whichever comes first. At least 4 members of the Executive Committee
must be present to constitute a quorum. Meetings may be called by any member of
the Executive Committee with a minimum of 5 days notice to all other members.
The Executive Committee shall have the treasurer's accounts reviewed at least
once each calendar year, and report thereon to the board of directors.
Section 2:
Nominations Committee. Each year, the board of directors shall appoint a
nominating committee of 5 members, one of whom shall be a member of the board,
whose duty it shall be to seek out and nominate the best possible candidates to
run for the office of director to be elected at the annual election. They shall
notify the secretary in writing of the names of all such candidates at least 45
days prior to the elections so that the secretary can include this information
with the notice of the annual meeting to all members. The board member shall
serve as the committee chairman.
Section 6:
Committee Quorum. A majority of any committee shall constitute a quorum
for the transaction of business, unless any committee by a majority vote of its
entire membership decides otherwise.
Section 7:
Committee Vacancies. The committee chair shall have the power to fill any
vacancies in the membership of any committee.
No officer,
director or member of the organization shall have any right, title, or interest
in any of the assets or funds of the organization. All assets and funds of the
organization shall be held exclusively for the benefit of the organization as a
whole. Upon dissolution of the organization, all funds and assets must be
remitted to the national treasurer to be held in escrow, and will only be used
to pay any outstanding debts incurred by the organization, or to act as “seed
money” for efforts to start a new organization in the same geographical area.
(After three years, undistributed chapter escrow funds will revert to general
funds.)
a)
SCTE shall
refer to the Society of Cable Telecommunications Engineers
b)
Board of
Directors: Shall refer to the board of directors of the North Central Texas
Chapter/Meeting Group of the Society of Cable Telecommunications Engineers,
unless otherwise stated.
c)
His/He: Shall
refer to both masculine and feminine gender.
d)
Participant:
Shall refer to any attendee of Chapter/Meeting Group meetings or functions held
by the Chapter/Meeting Group.
e)
Certification
Examination: Testing session associated with an SCTE certification program and
administered in accordance with the policy and procedures defined by
SCTE
f)
Voting
Affiliate: Shall refer to any person who selects a chapter (s) designation in
their official SCTE membership record and holds current SCTE charter, fellow,
senior, or active membership,
ARTICLE X: PARLIAMENTARY
AUTHORITY
The rules
contained in the current edition of “Robert's Rules of Order Newly Revised”
shall govern the organization in all cases to which they are applicable and are
not inconsistent with these bylaws.
(a)
These bylaws
may be amended by a majority vote of the total voting participants responding.
Such a vote shall be valid upon at least 30 days notice prior to the voting
date.
(b) Society of
Cable Telecommunications Engineers headquarters must be notified of any changes
made to these bylaws within 15 days following the adoption of the changes. All
bylaws and amendments must be approved by the Society of Cable
Telecommunications Engineers Operations Committee.
(a)
Should any
part of these bylaws be found to be invalid for any reason, all other parts
shall remain in full force and effect.
(b) Upon 30 day
written notice the SCTE National Board of Directors can declare these bylaws
null and void and assets will be managed as set forth in Article
VIII.