Bylaws of the Texas Instruments Alumni Association
Adopted: March 3, 2020
NAME, PURPOSES AND MANAGEMENT OF ASSOCIATION
The name of the organization is the “Texas Instruments Alumni Association”, and it will hereinafter be referred to as TIAA.
TIAA is a Texas Nonprofit Corporation organized and operated for all lawful purposes. TIAA does not intend to seek an income tax exemption under the Internal Revenue Code.
The purposes of TIAA include, without limitation:
- To develop, enhance and provide unique social, educational and community involvement opportunities for alumni of Texas Instruments Incorporated (TI);
- To provide a range of communication avenues for sharing information of interest to members;
- To communicate and promote information regarding opportunities for continuing education, health excellence, volunteer activities, and events of interest to members;
- To obtain, develop and share information about former colleagues, associates and industry activities;
- To provides ways for members to maintain personal and work-related connections;
- To develop and maintain a positive image of TIAA in the community.
The property, business and affairs of TIAA shall be managed by the Board of Directors, which may exercise all such powers of TIAA and do all such lawful acts and things as are not prohibited by law, the Certificate of Formation, or these Bylaws, or as directed or required to be exercised or done by the members.
No member shall be entitled to vote for the election of directors, or of officers, except as set forth in Article VI Section 1 of these Bylaws, or for the sale or other disposition of all or substantially all of the assets of TIAA or for the dissolution, merger, reorganization or recapitalization of TIAA or for any amendment to the Certificate of Formation or Bylaws of TIAA. No member shall be entitled to vote for any issue involving the management or affairs of TIAA unless the Board of Directors by majority vote delegates such issue to the vote of the members.
BOARD OF DIRECTORS
The initial Board of Directors shall consist of the individuals named in the Certificate of Formation. Thereafter the Board of Directors will consist of the four elected officers and one past president appointed by the President to serve a one-year term concurrent with the elected officers.
Regular meetings of the Board of Directors shall be called by the President and shall be held at least annually. In addition, special meetings may be called by any member of the Board of Directors. Attendance at Board of Directors meetings, which may include attendance by electronic means, is limited to members of the Board of Directors and others invited by the President.
For business to be transacted at Board of Directors meetings, a quorum must be present. A quorum is defined as 80% of Board of Directors members. Unless otherwise specified, motions must be passed by a majority vote, defined as more than 50% of those voting.
The Board of Directors may adopt resolutions, make decisions, and take all other actions without a meeting by voting by electronic means, by written consent, and by any other manner prescribed by the Texas Business Organizations Code, provided a majority of the members of the Board of Directors approves the action.
The Board of Directors has responsibility for the following, after conferring with the Leadership Team:
- Setting the strategic direction for the organization
- Bylaw changes
- Setting standing committees
- Establishing membership rules and fees
- All legal and financial filings, including tax matters, the Certificate of Formation and any other matter required by law
A Director may be removed from office for cause by a majority vote of the other four Directors.
Any Board Member can be removed from office by a 60% vote of the assembled membership at a meeting called for that purpose where a quorum is present. Such a meeting can only be called by a petition signed by at least 5% of the membership and presented to the Board of Directors. This membership meeting will be presided over by the President or any other board member if the President is the objective of the removal vote.
Following any vacancy of an elected board position, the Board of Directors shall name a member to serve out the remainder of the vacating board member’s one-year term, and, if they agree, that member shall then stand for re-nomination at the next election.
Membership is open to TI Alumni which is defined as TI retirees and other former worldwide employees of TI. Additionally, as part of the “TI family”, membership is open to:
- Spouses of current or deceased TI Alumni
- Adult children of TI Alumni
Application for membership shall be made either online at the TIAA website, or by use of the form supplied by TIAA.
All TIAA members shall be entitled to the rights and privileges of TIAA and shall share in its responsibilities.
On an exception basis, with approval by a vote of the Board of Directors, membership may be open to “Associates of TI”, defined as former long-service contract or vendor employees associated with TI who have developed a special relationship with TIAA which they want to maintain after their retirement.
In an exceptional situation, Honorary TIAA membership may be conferred upon a person not currently or formerly employed by TI. Honorary membership is conferred on one who has distinguished themselves by meritorious service in the furtherance of TIAA ideals. It is an honor not to be lightly or indiscriminately conferred. The bestowing of such membership requires approval by a vote of the Board of Directors.
FEES AND DUES
Membership shall include options for individual and spousal memberships (to include spouse or surviving spouse.)
The basic annual membership dues of TIAA shall be $10 for an individual or $15 for individual plus spouse. Additionally, an individual shall be offered the opportunity to pay $25 ($35 for individual plus spouse) for a three-year membership, or $100 ($150 for individual plus spouse) for a lifetime membership. These dues shall be paid upon joining TIAA and renewable on the annual anniversary date. The Board of Directors shall have the authority to change membership dues as proposed by the Leadership Team, as defined in Article VIII, Section 2.
A one-year introductory free membership may be offered to all TI Alumni (and their spouses, if applicable) who have not previously been a TIAA member.
A complimentary lifetime membership (known as “Special Lifetime Membership”) may be given to a TI Alumni in recognition of extraordinary service to TI or extraordinary personal circumstances. Bestowing of such membership requires approval by the President and two other Directors.
MEETINGS OF MEMBERS
An annual membership meeting open to the full membership shall be convened at least once annually at a time no later than June 1 determined by the Board of Directors and at a place determined by the Board of Directors to elect the Officers of TIAA set forth in Article VI Section 1 of these Bylaws. For business to be conducted at the membership meetings, a quorum must be present. A quorum is defined as twenty-five members or 10% of the then current membership, whichever is less.
In the event a quorum of members is not present at the annual membership meeting or a continuation thereof, the Board of Directors may defer the meeting until a later time and place with notice to the membership.
Each member, voting in person, shall be entitled to one vote. The vote of a majority of the members present at a _meeting at which a quorum is present shall decide all matters presented at such meeting, unless the law, the Certificate of Formation or these Bylaws provide otherwise.
ELECTION OF OFFICERS
The officers of TIAA to be elected by the members shall be: President, Executive Vice President, Treasurer, and Secretary. The election shall take place at the annual membership meeting.
Other Vice Presidents and other officers may be appointed by the President and given such powers and duties as the President shall determine, in consultation with the Board of Directors.
- a) A Nominating Committee shall be formed, three months prior to the elections, for the purpose of making nominations for the elected officer positions. The Committee will be comprised of three or more members appointed by the President. At least one of the committee members shall be a past President of TIAA, if available. After consultation with the Leadership Team, the Nominating Committee shall present the names of current members who have consented to serve, if elected, to the Board of Directors for approval, prior to the annual membership meeting at which the election is to take place. Once approved by the Board of Directors, the slate of nominees shall then be communicated to TIAA members at least two weeks prior to the annual membership meeting.
- b) The President, or person presiding at the annual membership meeting, shall open the floor for any additional nominations from the members, and if any, shall add them to the ballot, then shall close the nominations. Nominees must be current members of TIAA. All elections and other matters voted on at this meeting shall be by majority vote of current members at the meeting, based on a show of hands.
Elections of all officers shall be held at the annual membership meeting referenced in Article V, Section 1 above. New officers shall take office on July 1 after the annual membership meeting at which they are elected and shall serve a term of one year (July 1 through June 30).
The Treasurer shall not serve for more than three consecutive one-year terms without a break in service of at least two years. That member may serve in other offices or positions in the meantime.
DUTIES OF OFFICERS
- a) The President shall appoint the Vice Presidents of all committees and have general supervision of the work of TIAA. The President shall have the authority to appoint ad hoc committees to work on special programs of TIAA. The President’s Advisory Council, made up of past Presidents, is available to the President for advice and counsel to facilitate continuity.
- b) The President shall preside at all meetings of TIAA, the Leadership Team and the Board of Directors. Should the President be unable to preside, the order of succession in presiding shall be: (1) Executive Vice President; or (2) other Board member designated by the President.
- c) The President shall be responsible for the relationship between TIAA and TI.
- a) The Executive Vice President shall oversee the operations of TIAA and preside over meetings in the absence of the President.
- b) The Treasurer shall have the responsibility for TIAA’s funds and securities and shall assure that full and accurate accounts of receipts and disbursements of such funds are kept in the financial records of an accounting firm recommended by the Treasurer and approved by the Board, and that all money(s) and other valuable effects of TIAA are deposited in the name and to the credit of TIAA in such institutions as may be approved by the Board. The Treasurer shall approve disbursement of the funds of TIAA as may be ordered by the Board, assuring proper records for such disbursements are kept, and shall present to the Board at its meetings a summary of the financial condition of TIAA. All financial records, bank accounts, investment accounts and credit card accounts shall be kept with integrity, be subject to audits, and be kept in accordance with TIAA procedures. The Treasurer shall request quotes for applicable insurance coverage, e.g. General Liability and Directors & Officers Liability, and present a recommendation of policies for approval by the Board of Directors. The Treasurer is responsible for any and all Federal and State tax, employee related and other filings required by law. The Treasurer shall prepare an annual budget for TIAA, after consultation with the appropriate Leadership Team members.
- c) The Secretary shall have custody of TIAA's Certificate of Formation, Bylaws, insurance policies and all other official records and documents of TIAA, shall keep an accurate record of the meetings and activities of TIAA and of the Board of Directors, and shall transmit same to their successor. They shall have charge of all official correspondence issued by the President and the Board of Directors. The Secretary shall also have responsibility for sending board membership and Registered Agent updates to the Texas Secretary of State.
- a) The Activities Senior Vice President shall be appointed by the President and shall chair the Activities Committee. The Education Subcommittee, Community Involvement Subcommittee and Travel and Events Subcommittee shall serve under the Activities Senior Vice President.
- b) The Membership Development Vice President shall be appointed by the President and shall chair the Membership Development Committee.
- c) The Communications Vice President shall be appointed by the President and shall chair the Communications Committee.
- d) The Education Vice President shall be appointed by the President and shall chair the Education Subcommittee.
- e) The Community Involvement Vice President shall be appointed by the President and shall chair the Community Involvement Subcommittee.
- f) The Travel and Events Vice President shall be appointed by the President and shall chair the Travel and Events Subcommittee.
- g) The Chief Information Officer (CIO) shall be appointed by the President and shall be responsible for TIAA’s website, the member database design and implementation, and other information technology. The CIO is a non-voting member of the Leadership Team.
- h) The TIAA Administrator is hired by the President to administer the TIAA Office, membership records, mailings, correspondence, telephone system, records and such other duties as may be assigned. The Administrator is a non-voting member of the Leadership Team and interfaces with all TIAA Committees and Subcommittees to provide support.
Each officer, elected or appointed, and the TIAA Administrator is responsible for maintaining Guidelines for their function and for maintaining and transmitting pertinent records and files to their successor and to the TIAA Administrator. Guidelines are to be reviewed and updated as needed and at least annually.
The standing committees and subcommittees of TIAA shall be: Activities, Membership Development, Communications, Education, Community Involvement and Travel and Events. Meetings of the committees and subcommittees are called by their chair or a majority of the committee members.
Committees may be removed or their activities and responsibilities may be altered, and new committees may be appointed, by the Board of Directors at any time and from time to time.
The Leadership Team shall consist of the elected officers and the appointed vice presidents. This group comprises the voting members of the team. All past presidents of TIAA, the TIAA Administrator and the CIO are non-voting member of the Leadership Team. Additionally, the President may from time to time appoint other non-voting members. This Team, of which the President is Chair, shall have charge of all operational affairs of TIAA and shall consider all matters concerning the welfare of TIAA. When needed or prescribed by these bylaws, the Leadership Team may present matters to TIAA membership for action, after approval by the Board of Directors.
The Activities Committee shall be the umbrella organization responsible for coordinating all social, educational and volunteer community activities of TIAA, including the annual membership meeting and the annual TI Retiree Luncheon.
The Membership Development Committee shall develop the membership base. The Membership Committee shall work with the TIAA Administrator to process all applications for membership and shall arrange for proper confirmation of all new and renewing memberships. This committee, along with the TIAA Administrator and the TIAA CIO shall be responsible for maintaining the integrity of TIAA’s membership records.
The Communications Committee shall have charge of the communication needs of TIAA. The Committee shall support, prepare, or cause to be prepared, all of the membership communication needs of TIAA, including the monthly newsletter (TI Alumni News and eNews) and periodic electronic newsletters (TI Alumni eCalendar, eNotes and eLetters).
The Education Subcommittee shall arrange for educational seminars of particular interest to TIAA members. The Subcommittee shall develop seminar resources, select relevant topics, invite knowledgeable speakers, identify a suitable location and work with the Communications Committee to communicate the seminar information several weeks in advance of the event. In addition, the Subcommittee shall communicate other appropriate educational opportunities to TIAA members.
The Community Involvement Subcommittee shall identify and promote volunteer opportunities which enable TIAA members to make a difference in the community. Of particular interest are activities that allow partnering with active TI employees.
The Travel and Events Subcommittee shall identify, arrange and promote social events and trips for the benefit of TIAA members.
RULES OF ORDER
The general procedure for meetings of TIAA shall be in harmony with the principles set forth in Robert's Rules of Order Newly Revised. The President shall be the final authority as to parliamentary procedure, insofar as they do not conflict with provisions of the Certificate of Formation and these Bylaws.
The President may appoint a Parliamentarian for their term of office.
LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS
No director or officer, or former director or officer, of TIAA shall be liable to TIAA, any member, or any other person for any loss or damage sustained as a result of any action taken or omitted to be taken by said director or officer in good faith, if they exercised or used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of their own affairs and in a manner the director or officer reasonably believes to be in the best interest of TIAA.
TIAA shall indemnify a person to the fullest extent possible by law who was, is or is threatened to be a named defendant or respondent in a proceeding because the person is or was a director, officer, employee or agent of TIAA, provided it is determined by a majority vote of a quorum consisting of directors who at the time are not named defendants or respondents in the proceeding or otherwise permitted by law that (1) the person conducted their self in good faith (2) reasonably believed in the case of the conduct in their official capacity as a director that their conduct was in TIAA’s best interest; and in all other cases that their conduct was at least not opposed to TIAA's best interests, and (3) in the case of any criminal proceeding had no reasonable cause to believe their conduct was unlawful. Reasonable expenses incurred by such person who was, is, or is threatened to be made a named defendant or respondent in a proceeding may be paid or reimbursed by TIAA in advance of the final disposition of the proceeding after TIAA receives a written affirmation by such person of their good faith belief that they have met the standard of conduct necessary for indemnification and a written undertaking by or on behalf of such person to repay the amount advanced if it is ultimately determined that they have not met that standard or is otherwise not entitled to indemnification by law, or if said person received remuneration from an insurance policy or other source covering previously reimbursed expenses.
DISSOLUTION OF THE ASSOCIATION
In the event that TIAA decides to cease operation, the remaining assets, after satisfying the other provisions of Business Organizations Code Section 22.304, shall be distributed as follows:
- a) Property held on a condition requiring return, transfer, or conveyance because of the winding up or termination shall be returned, transferred, or conveyed in accordance with that requirement; and
- b) Only for tax exempt purposes to one or more charitable organizations engaging in activities substantially similar to those of TIAA and which qualify at the time of transfer as charitable organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 or section 170(c)(1) or (2); in such event, the Board of TIAA shall determine the identity of the organization or organizations entitled to receive the remaining assets of TIAA and the specific property or portions to which each shall be entitled.
AMENDMENTS TO BYLAWS
These Bylaws may be amended by a vote at a Board of Directors meeting, called for that purpose, at which a quorum of the Board of Directors is present. Within 30 days following an amendment, the revised Bylaws shall be posted on the TIAA website and communication thereof will be made to the membership.
REFERENCES TO LAWS
All references to laws herein mean such laws as amended and in effect from time to time.