Southwest Conflict Resolution Network Bylaws

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ARTICLE ONE - Organization

1.1 The name of this organization shall be Conflict Resolution Network (herein after referred to as the
Organization).

1.2 The Organization may have a seal in a form adopted by a two-thirds majority of the Board.
1.3 The Organization may change its name by a two-thirds majority of the Board.

ARTICLE TWO – PURPOSES  

2.1 The Organization has the following purposes:

2.1.1 To promote and encourage the use of alternative dispute resolution by third party neutrals and
advocates;
2.1.2 To disseminate information to the public about dispute resolution models;
2.1.3 To enhance communication among third-party neutrals and advocates;
2.1.4 To promote standards for ethics and practice for third-party neutrals and advocates;
2.1.5 To promote, conduct and sponsor continuing education for third-party neutrals and advocates.

ARTICLE THREE – Prohibitions

3.1 At all times, and notwithstanding any change in name, merger, consolidation, reorganization,
termination, dissolution or winding up of the Organization, voluntary or involuntary, or by operation of law,
or any other provisions hereof:

3.1.1 The Organization shall not possess or exercise any power or authority either expressly, by
interpretation, or by operation of law that will prevent it from qualifying and continuing to qualify as an
Organization described in Section 501(a) of the Internal Revenue Code of 1954, as amended, (the
"Code"); nor shall it engage directly or indirectly in any activity which would cause the loss of such
qualification.
3.1.2 No part of the assets or earnings of the Organization shall ever be used, organized or operated for
purposes that are not permitted under Section 501(a) of the Code.
3.1.3 The Organization shall never be used or operated for carrying on a trade or business for a profit.
3.1.4 At no time shall the Organization engage in any activity which is unlawful under the laws of the
United States or the State of Texas.
3.1.5 No compensation, loan or other payment shall be paid to any member of the Organization except as
reasonable compensation for services rendered and/or as a reasonable allowance for authorized expenditures incurred on behalf of the Organization; and no part of the assets or net earnings, current or
accumulated, of the Organization shall ever be distributed to or divided among such person or persons, or
inure, be used for, accrue to or benefit any such person or private individual.

ARTICLE FOUR – Membership

4.1 There can be multiple categories of membership as determined by the Board.
4.2 A Member is an individual interested in or engaged in conflict resolution. Conflict resolution may be
defined as any use of a third-party neutral. This may include, but is not limited to, conciliation, coaching,
facilitation, negotiation, arbitration, and/or mediation.

4.3 Members shall complete a membership application. If and when the information contained in an
individual’s application changes, the Member shall complete another application to update the changed
information.

4.4. To be a member in good standing, Members must keep dues current.

4.5 Membership is a privilege. The Board, at its sole discretion, may revoke an individual’s membership
status at any time. This action requires a majority voted of the Board.

ARTICLE FIVE – Board

5.1 The business of the Organization shall be conducted by the Board. The Board shall consist of the
Officers of the Organization, the elected Directors at Large and the immediate Past President, known
collectively as the Board. An individual must be a member in good standing prior to being elected to the
Board.

5.2 The terms of the Board members shall be two (2) years or until their replacements are duly appointed.
5.3 The Board shall have the control and management of the affairs of this Organization. The Board shall
only act in the name of the Organization when it shall be regularly convened by its presiding officer after
due notice to all the members of the Board of such meeting, except that meetings, actions and votes may
be taken telephonically or by electronic mail after due notice to all the directors.
5.5 A majority of Board members shall constitute a quorum. The act of the majority of the Board members
present at a meeting shall be an act of the Board. No action of the Board shall be valid unless taken at a
meeting at which a quorum is present. Each member of the Board shall be entitled to one vote.
5.6 The Board may make such rules and regulations for its meetings as it may in its discretion deem to be
necessary.
5.7 Vacancies and resignations on the Board shall be filled for the balance of the term; the Personnel
Committee will recommend replacement candidates who will then be voted on by the remaining members
of the Board. Board members who miss two (2) consecutive board meetings or attend less than 60% of
general meetings can, upon a recommendation by the Personnel Committee, be removed from the Board
by a majority vote of the other members of the Board. A Board member may be removed for other
causes by a majority vote of the other Board members, provided the Board member is given prior notice
of the action and allowed to respond.
5.8 All meetings of the Board will be conducted according to Robert’s Rules of Order. The President will
appoint a Board member to serve as Parliamentarian for Board meetings.

 
ARTICLE SIX – Officers of the Organization

6.1 The Officers of the Organization shall be the President, Vice President, Secretary and Treasurer. No
officer shall resign his/her office except for good cause shown to the Board. No resignation shall be
effective until accepted by the Board. Any officer may be removed from office for cause by a majority vote
of the Board. The responsibilities and duties of each Officer are:

6.2 President

1. Shall provide leadership and direction for the Organization.


2. Shall serve on the Executive Committee and shall serve as ex officio on any other Board
Committee, unless delegated to the Vice President.

3. Shall provide organizational structure and leadership in the development and planning of the goals
of the Organization and shall ensure that those goals are met.

4. Shall coordinate the functions of the Board and any Committees

5. Shall be presiding officer of the Board.

6. Shall represent the Organization when formal representation is required.
7. Shall present an annual report of the work of the Organization to the membership .
8. Shall appoint all committees, temporary or permanent.

9. Shall have spending authority up to $500.00 on his/her signature and co-signing approval on
expenditures of $501.00 or more.
10. Shall have such powers that are normally and reasonably exercised by the chief executive of any
organization.

6.3 Vice President

1. Shall serve on the Executive Committee and shall serve as Chair of the Personnel Committee
and shall serve on any other Committee or Committees as appropriate or as assigned by the President.

2. Shall have cosigning approval on expenditures of $501.00 or more.

3. Shall, in the absence or inability of the President to exercise the powers of that office, become
acting President of the Organization with all the rights, privileges and powers as if duly elected President.


6.4 Secretary

1. Shall keep the minutes of the Board meetings and Annual Meetings and shall provide those
minutes for approval to the appropriate group.

2. Shall see that all books, reports, and certificates required by law are properly maintained or
filed; and shall file any certificate required by any statute, federal or state.
3. Shall serve on the Executive Committee and any other Committee as assigned.

4. Shall see that notices to Members are sent in an appropriate and timely manner.
5. Shall be the editor and publisher of any newsletter or general communication organ of the
Organization.

 
6.5 Treasurer

1. Shall have the care and custody of all monies belonging to the Organization and shall be solely
responsible for such monies or securities of the Organization including collection of dues, event fees and
any other monies collected or disbursed at any Organization event and shall exercise all duties incident to
the office of Treasurer.

2. Shall be authorized to sign checks of the Organization and to disburse funds to pay bills and
obligations up to $500.00 on his/her own signature or authorization. Payments of $501.00 or more must
have two signatures of or the approval of the Treasurer, President and/or Vice President.
3. Shall bring the Organization checkbook to all Board of Director and Membership meetings, and
shall bring sufficient cash to make change at all Membership meetings.
4. Shall provide financial reports to the Board at each of its meetings and shall provide a copy of
the reports to the Secretary for attachment to the minutes of the meeting.
5. Shall serve on the Executive Committee and any other Committee as assigned.

 


6.6 No officer shall, by reason of office, receive any salary or compensation; but nothing herein shall
prevent the Board from reimbursing an officer for expenses incurred on behalf of this Organization, with
the prior approval of the expenditure by the Board.
6.7 Upon a majority vote of the Board, the Board may establish additional officer positions either separate
from or subordinate to those officers set forth above. Such additional appointed officers shall be voting
directors.
6.8 From time to time, and in its reasonable discretion, the Board may establish qualifications for the
several officer positions, and shall communicate those qualifications to the Personnel Committee. For an
individual to be eligible for any Officer position, that person must currently serve or have previously
served on the Board. The Board shall not establish any qualifications that are arbitrary or would have the
effect of limiting available candidates to specific individuals.

6.9 All persons recommended as candidates for any Board position will be vetted and reviewed by the
Personnel Committee prior to his/her appointment to the Board.

ARTICLE SEVEN – Committees

7.1 All committees of this Organization, including the Chair of a Committee, shall be appointed by the
President.
7.2 The President shall be an ex-officio member of all committees. The President shall be chairman of
the Executive Committee. Nothing in this section shall be interpreted as prohibiting the President from
voting at any meeting of the Board or at any membership meeting.
7.3 A majority of the members of a Committee shall constitute a quorum of the Committee. The act of a
Committee members present at a meeting shall valid as long as a quorum is present.

7.4 Committee meetings shall be called as needed by the Chair of that Committee. Meetings may be
held in person, by phone or by internet contact.

7.5 The Standing Committees of the Board shall be:

1. Executive Committee - This Committee shall consist of the President, Vice President,
Secretary and Treasurer. This Committee shall be responsible for acting on behalf of the Organization at
those times when it is not possible for the Board as a whole to act.

2. Personnel Committee - This Committee shall consist of the Vice President (Chair of the
Committee), the Past President and three other Board Members. This Committee shall be responsible for
reviewing candidates for Board membership, including candidates for Officer positions. This Committee
shall also be responsible for an annual assessment of the Board’s performance each year. This
assessment shall be presented to the Board members in January each year.

3. Membership Committee – This Committee shall consist of at least two Board members and
shall be responsible for Member relationships, member recruitment, and maintenance of Member data
(membership applications, changes, etc.).

4. Meetings Committee – This Committee shall consist of at least two Board members and shall
be responsible for the promotion and publication of member meetings, contact with speakers regarding
any presentation needs (technical support, resume and topic outlines, etc.)

5. Meals Committee – This Committee shall consist of at least two Board members and shall be
responsible for coordination with the caterer (menu, number of meals, payment of bill, etc.) and for the
maintenance of the Organization’s supply closet (paper goods, drinks, etc.).

6. Special Events Committee – This Committee shall consist of at least two Board members and
shall be responsible for developing and executing special fund raising events for the Organization.


7. Technlogy Committee – This Committee shall consist of at least two Board members and shall
be responsible for the supervision of the Organization’s meeting technology needs (computer, sound etc.)
and the Organization’s website presence (including updates and content) and any other on-line media
presences.

ARTICLE EIGHT – Annual and Special Meetings

8.1 An Annual Meeting of this Organization shall be held in November each year. The Secretary will send
a notice of the annual meeting to all Members in good standing. This notice will a) be sent to the email
address on record with the Organization; b) include a ballot for voting on any questions to be decided;
and c) be sent not less than ten (10) days or more than fifty (50) days before the date of the annual
meeting. If no email address is on file for the Member, the notice will be sent to the street address on
record with the Organization.

8.3 Special meetings of this Organization may be called at the request of the President when the
President deems it in the best interest of the Organization. The Secretary will send a notice of the special
meeting to all Members in good standing. This notice will a) be sent to the e-mail address on record with
the Organization; b) include a ballot of voting on any questions to be decided; and c) be sent not less than
fourteen (14) days or more than fifty (50) days before the date of the special meeting. If no email address
is on file for the Member, the notice will be sent to a USPS address if one on record with the
Organization.

8.4 The Board or one-tenth of the Members in good standing may request a Special meeting of the
Organization. The request must be made in writing to the Secretary and must state the purpose of the
meeting, any questions to be decided and the proposed date of the meeting.

8.5 Notice of an Annual Meeting or a Special Meeting will include the time and place of the Meeting and
an Agenda. An Agenda cannot be amended and resent to the members less than fourteen (14) days
before the date of the Meeting. No other business except that specified in the Agenda may be transacted
at an Annual or Special Meeting.
8.6 Members in good standing, in person or by proxy, present at an Annual meeting or Special Meeting
shall constitute a quorum of the membership. The act of a majority of the Members present at an Annual
or Special Meeting at which a quorum is present shall be an act of the membership.

8.7 The Board may conduct a vote or referendum on an issue or action via Members’ responses
submitted by email, fax or mail. A vote submitted by fax, email or mail will be treated the same as vote in
person or by proxy.

8.8 Meetings shall be conducted in accordance with Roberts' Rules of Order. One Board member,
appointed by the President, shall serve as Parliamentarian at Annual or Special Meetings.

ARTICLE NINE – SALARIES

The Board may hire and fix the compensation of any employees or vendors which they, in their discretion,
may determine to be necessary to conduct of the business of this Organization.

ARTICLE TEN – Dues

The membership dues shall be set by the Board.


ARTICLE ELEVEN - Adoption and Amendment of Bylaws

11.1 These Bylaws may be amended or repealed by an affirmative vote of not less than two-thirds (2/3) of
the Board plus any Members in attendance at any regularly scheduled meeting of the Board.

11.2 The Secretary will send notice of the proposed amendment(s) or repeal of the Bylaws to all
Members in good standing. This notice will a) be sent to the e-mail address on record with the
Organization; b) include a ballot of voting on the amendment(s) or repeal; and c) be sent at least thirty
(30) days before the date of the Board Meeting. If no email address is on file for the Member, the notice
will be sent to the USPS address if one is on record with the Organization.

11.3 Members’ votes submitted by email, fax or mail will be treated the same as vote in person or by
proxy.

11.4 The results will be recorded in the Board’s minutes. Once the Board minutes have been approved,
the Secretary will distribute these Board minutes to the Membership.

 ARTICLE TWELVE - Local Chapters

12.1 The Board may create and abolish local chapters of the Organization. The Board shall consider a
written application from six or more Members of the Organization to establish a local chapter and shall
determine the geographic boundaries of such local chapter.
12.2 The purpose of local chapters shall be to promote the purposes of the Organization, as set forth in
these Bylaws, in the geographic boundaries of the local chapter.
12.3 Any person who is a Member in good standing of the local chapter and is a Member of the
Organization may hold elective office in that local chapter.
12.4 A local chapter shall be subordinate to the Organization and the Bylaws of a local chapter must be
approved by the Board of the Organization.

ARTICLE THIRTEEN – INSURANCE AND INDEMNIFICATION

13.1 From time to time, and in its reasonable discretion or as required by law or contract, the Board may
purchase such insurance coverage as it deems necessary and desirable to protect this Organization and
its officers and directors.
13.2 In recognition of the Officers’ and Directors’ need for substantial protection against personal liability
and to enhance their continued service to the Organization in an effective manner, including continued
service under any Agreement for advisory services by Officers and Directors to the Organization following
their terms of office, this Organization shall defend, indemnify, protect and save harmless its Officers and
Directors from all cost, liability, damage and expense from any claim, suit or proceeding by any third party
(including without limitation, any member of this Organization in any way arising out of such indemnitee’s
exercise of or failure to exercise his duties and responsibilities to fullest extent permitted by law, whether
partial or complete) and, to the extent insurance is maintained, for the continued coverage of such
indemnitees under the Organization’s directors’ and officers’ liability insurance policies (the ”D&O
Insurance”) excepting only indemnitees’ grossly negligent acts or willful or wanton misconduct.



Revised 2016                                                                                 Back to About Us