The name of this organization shall be called SONUBTHA International [School of Nursing University of Benin Teaching Hospital Alumni] (hereinafter referred to as "SONUBTHA International" or the "Organization"). SONUBTHA International shall be a non-profit, tax-exempt organization and incorporated under the laws of the state of Texas.
The registered office of the Organization shall be at 22026 Oriole Hill Dr, San Antonio, Texas 78258. The Organization may have, in addition to its registered office, offices at such places, both within and without the United States, as the Executive Board may from time to time determine as the activities of the Organization may require.
The initial registered agent of the Organization shall be Mitarho M. Akpoyoware, a member of the Organization and a resident of Texas.
SONUBTHA International is organized and operated exclusively for educational and charitable purposes in accordance with Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code"), or the corresponding section of any future federal tax code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under the Code.
The School of Nursing University of Benin Teaching Hospital Alumni International is dedicated to improving and elevating the quality of professional nursing students' training standards at the School of Nursing University of Benin Teaching Hospital, Benin-City, Nigeria. We do this by providing updated medical books , medical equipment, computers and supplies for the laboratory; modern books for the library; updated nurse practice rooms; educational seminars; and good living conditions for the students' residences. Additionally, SONUBTHA International assists its members abroad in transitioning into the nursing profession by providing educational, social, and moral support, and professional advisement. We embark on this mission because we believe that students graduating from our Alma Mater should have quality professional nursing training of international standard that will foster successful patient outcomes.
The fiscal year of the Organization shall be January 1 to December 31.
All nurses who graduated from School of Nursing, University of Benin Teaching Hospital, Benin City, Edo State, Nigeria, shall be eligible for membership in SONUBTHA International
Membership is voluntary.
To become a voting member, a nurse who graduated from School of Nursing, University of Benin Teaching Hospital, Benin City, Edo State, Nigeria, shall pay annual membership dues on or before the date prescribed by the Executive Board.
Membership dues shall be set by the executive board each year at a properly convened meeting. Dues shall be assessed equally to each member. The annual membership term shall be from January 1 through December 31.
The executive board shall have the authority to establish and define nonvoting categories of membership.
Termination of voting or nonvoting membership may only occur for a reasonable cause. The executive board shall be authorized to recommend to the general membership the termination of any member for reasonable cause. No membership shall be terminated except upon a majority vote of the voting members after the member who is the subject of a recommendation for membership termination has been given an opportunity to address the members.
Any member may resign from the organization at any time upon written notice to the Secretary. No reason for resignation need be given.
Zonal member meetings shall be held at such times and in such zones as prescribed by the Executive Board in a manner as to meet the organization's needs.
The Secretary shall send notices of all member meetings via email to all members two weeks in advance of the meeting date. Following the meeting notices, all Zonal Coordinators shall make every effort to give reminder notices to their members vial phone calls.
Meetings of the Executive Board may be called by the President upon one week's notice to all Officers, either personally, by email, or electronically transmitted by facsimile with receipt of transmission required. Executive Board meetings may be called by the President or Secretary in the same manner and with the same advance notice upon the written request of three or more Officers.
A majority of the Officers of the Executive Board at the time of holding office shall constitute a quorum for the transaction of business. Attendance of an Officer at a meeting shall constitute a waiver of notice of such meeting, except where an Officer attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Whenever any notice is required to be given to any Officer or member of the Organization under the provisions of the statute, the Article of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice shall be deemed equivalent to the giving of such notice.
Written consents shall be deemed to be action by the Executive Board or a committee to the effect therein expressed, with the same force and effect as if the same had been duly passed by the same vote at a duly convened meeting, and it shall be the duty of the Secretary of the Organization to record evidence of the written approval of the majority of the directors or committee members in the minutes of the Organization under its proper date.
Zonal member meetings shall use a common agenda designed by the zonal coordinators and approved by the Executive Board. Zonal coordinators may solicit input from their members in their zones and forward their contributions to the secretary prior to the release of a common agenda to all members.
The Organization's annual national or international convention will be held on the 3rd weekend of July of each year, starting on Friday and ending on Sunday. Annual conventions shall be hosted in various locations, and the financial burden for annual conventions shall not be left with the members of the host state or zone but shall be the joint responsibility of all convention participants.
AMMENDMENT: During the 2011 national convention at Los Angeles California, members voted for the frequency of national convention to be every two years henceforth.
The Executive Board shall be composed of the elected Officers, namely: the President, Vice President, Secretary, Assistant Secretary, Financial Secretary, Treasurer, and Public Relation Officer.
To qualify for the Executive Board, a member must be a voting member as defined in Article 3, section 3 of these Bylaws.
Beginning on January 1 of the fourth calendar year after the date of the initial incorporation of the Organization, the office of the President must be filled by a member who has been a voting member for at least three years preceding the date of the election.
Beginning on January 1 of the fourth calendar year after the date of the initial incorporation of the Organization, the offices of the Vice President and Secretary must be filled by a member who has been a voting member for at least two years preceding the date of the election.
Every Office of the Executive Board shall be duly elected by the general membership at annual conventions. There shall be no voting by proxy. In no instance shall a person hold more than one elective office. Votes shall be cast by secret ballot. All elections and questions shall be decided by a majority vote of the members present in person and entitled to vote.
An elective position shall be first role-called to the general membership during the annual convention, and nominations shall be open to voting members present. Every candidate must be nominated by at least one voting member before his or her name is presented to the general membership for voting.
The terms of office for all Officers of the Executive Board shall be for a period of two years, or until their resignation, retirement, disqualification or removal from office. Terms of office shall commence at 5 p.m. on the Sunday of the annual convention at which elections were held.
Any vacancy occurring on the Executive Board prior to the end of an Officer's term of office shall be filled for the remainder of the term by the affirmative vote of a majority of the other Officers.
A Board Development Committee shall be appointed by the Executive Board. Members of the committee shall represent diverse aspects of the Organization's voting membership. This committee shall be comprised of one (1) Officer of the Executive Board and two (2) voting members. Committee members are to be rotated annually. The Executive Board may ask the Board Development Committee to represent the Organization in Nigeria for special events. SONUBTHA International shall be financially responsible for the projects delegated to this committee.
The Executive Board may, by vote of a majority, establish committees for any purpose; provided, that any such committee shall have and may exercise only the power of recommending action to the Executive Board and of carrying out and implementing any instructions or any policies, plans and programs approved, authorized and adopted by the Executive Board. The chairperson of any such committee shall be a member of the Executive Board. Members of the Organization may be appointed to any such committee as deemed appropriate by the chairperson of that Committee, and need not be an Officer of the Executive Board. In like manner, any committee member may be removed with or without cause as determined by the chairperson and the President of the Executive Board.
The President shall have the general supervisory authority over the activities and affairs of the organization and shall have general and active control thereof. The President, Vice President, Secretary, and the Treasurer may manage, endorse, and authorize contracts and agreements in the name of the organization, provided said contracts are legal and enforceable under the laws of the United States or the Federal Republic of Nigeria. The President shall preside when present at meetings of the Executive Board. He/she shall have general authority to execute bonds, deeds and contracts in the name of the organization and to affix the corporate seal thereto; and in general to exercise all the powers usually appertaining to the office of president of an organization, except as otherwise provided by statute, the Articles of Incorporation or these Bylaws. Subject to the limitations of Article Five, Section 1 and 9 of these Bylaws, the President shall name the Zonal Coordinators and Chairperson of any Committee established by the Executive Board. The president shall report annually to the general membership the state of affairs of the organization. The president shall preside at each meeting or in his/her absence, arrange for other members of the Executive Board to preside at each meeting in the following order: Vice-President, Secretary, Assistant Secretary, Treasurer.
In the absence or disability of the President, his/her duties shall be performed and his/her powers may be exercised by the Vice President, unless otherwise determined by the President, Vice-President, or a majority of the other Officers of the Executive Board.
The Secretary shall see that notice is given of all meetings of the members and the Executive Board. He/she shall keep and account for all books, documents, papers and records of the organization, except those for which another officer or agent is properly accountable. He/she shall generally perform all duties usually appertaining to the office of the Secretary of an organization. The Secretary shall preside over any general membership meeting when the President and the Vice-President are absent. The Secretary shall manage a SONUBTHA International post office mailbox, which shall be established in the city and state of residence of the Secretary.
In the absence or disability of the Secretary, His/her duties shall be performed and his/her powers may be exercised by the Assistant Secretary, unless otherwise determined by the President, Secretary, or a majority of the other Officers of the Executive Board.
The Treasurer shall be the chief accounting and financial officer of the organization and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Organization and shall direct the manner of certifying the same. He/she shall supervise the manner of keeping all vouchers for payments by the Organization and all other documents relating to such payments; shall receive, audit and consolidate all operating and financial statements of the Organization and its various departments; shall have supervision of the books of accounts of the Organization, their arrangements and classification; shall supervise the account and auditing practices of the organization; and shall have charge of all matters relating to taxation. The Treasurer shall have the care custody of all monies, funds and securities of the Organization; shall deposit or cause to be deposited all such funds in and with such depositories as the Executive Board shall from time to time direct or as shall be selected in accordance with procedures established by the Board; shall advise upon all terms of credit granted by or to the Organization; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions of the Organization. He/she shall have the power to endorse for the deposit or collection or otherwise all checks, drafts, notes bills of exchange or other commercial papers payable to the Organization, and to give proper receipts or discharges for all payments to the Organization. The Treasurer shall generally perform all duties usually appertaining to the office of the treasurer of an organization. In the absence or disability of the Treasurer, his/her duties shall be performed and his/her powers may be exercised by the Secretary, unless otherwise determined by the President, Secretary, or a majority of the other Officers of the Executive Board.
The Financial Secretary works closely with the Treasurer in handling the Organization's financial matters. He/she records the necessary journal and ledger entries. He/she creates and sends membership billing statements to members and works with the Secretary and Treasurer in resolving membership issues. The Financial Secretary sends billing reports to the treasurer and notifies the Treasurer when collection are necessary. He/she reconciles bank statements to disbursement accounts, cash accounts, and revenue accounts. He/she works with the treasurer in preparing the financial and dues reports. The Financial Secretary assists other Officers of the Executive Board in developing grant proposals for outside funding sources.
The Public Relations Officer coordinates social functions, seeks to create a positive public image for the Organization, and work closely with the Secretary on member and third-party communications.
The Executive Board may also appoint such other Officers and agents as it shall from time to time deem necessary, who shall exercise such powers and perform such duties as shall be set forth in these Bylaws or determined from time to time by the Executive Board.
The President, Treasurer, and Secretary shall be authorized to handle disbursement of funds and endorsement of documents on behalf of the Organization. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by one or more such Officers.
In addition to the foregoing enumerated duties, services and powers, the Officers of the Organization shall perform other duties and services and exercise such further powers as may be provided by the statute, the Articles of Incorporation or these Bylaws, or as the Executive Board may from time to time determine.
Officers shall be removed from office upon the occurrence of any of the following:
A. Expiration of the term of office
B. Malfeasance in office
C. Disregard or failure to perform the duties of the office
D. Criminal conviction by a court of law
E. Resignation of such officer
F. A two-thirds vote of the remaining Officers in favor of such Officer's removal
G. Termination of the member's membership in accordance with Article Three, Section 6 of these Bylaws
Any officer may resign at any time. Resignation from the Executive Board must be in writing and received by the Secretary. No resignation shall take effect except upon written notice to the Secretary.
No part of the earnings of SONUBTHA International shall inure to the benefit of or be distributable to its members. Officers, or other private persons, except that SONUBTHA International shall be authorized and empowered to pay reasonable, fair-market compensation for services rendered and to make payments and distributions in furtherance of the purposes of SONUBTHA International. No substantial part of the activities of SONUBTHA International shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and SONUBTHA International shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, SONUBTHA International shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal Income Tax under section 501(c) (3) of the Internal Revenue Code; or the corresponding section of any future Federal Tax Code, or the corresponding section of any future federal tax code, or (ii) by a corporation, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or the corresponding section of any future Federal Tax Code.
The manner of the dissolution or final liquidation of SONUBTHA International in which remaining assets of SONUBTHA International shall be distributed, is as follows. Upon dissolution of SONUBTHA International, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the city or county in which the principal office of SONUBTHA International is then located, exclusively for such purposes, or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
The members and Officers of the Executive Board shall not receive any salary or compensation for services rendered to the Organization--neither as a member, Officer, nor in any other capacity--unless there is approval of the compensation by a majority vote or written consent of the Officers of the Executive Board certifying in writing that the compensation is reasonable and compatible with the restrictions imposed upon a non-profit, charitable, tax-exempt corporation, with the person seeking compensation abstaining from voting on the matter. The provision shall not be construed to preclude any member or Officer from receiving reimbursement for expenses incurred on behalf of the Organization or in serving the Organization in any capacity.
Should any Officer, member, or other individual be asked to lend money to the Organization in the form of either promissory notes or bonds, these loans shall be executed in writing in the usual form for promissory notes or bonds, and the terms of any such loan by an Officer, member or other individual, including the interest rate, shall be at least as favorable to the Organization as those the Organization could have obtained on the same type of loan in the same locality from a lending institution.
The purpose of the conflict of interest policy is to protect SONUBTHA International's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or member of SONUBTHA International or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Any Officer or member who has a direct or indirect financial interest, as defined below, is an interested person.
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
A. An ownership or investment interest in any entity with which SONUBTHA International has a transaction or arrangement.
B. A compensation arrangement with SONUBTHA International or with any entity or individual with which SONUBTHA International has a transaction or arrangement, or
C. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which SONUBTHA International is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not substantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Executive Board decides that a conflict of interest exists.
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Officers considering the proposed transaction or arrangement.
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Executive Board meeting while the question of a conflict of interest is discussed and voted upon. The remaining Officers shall decide whether a conflict of interest exists.
A. An interested person may make a presentation at the Executive Board meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
B. The president may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
C. After exercising due diligence, the Executive Board shall determine whether SONUBTHA International can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
D. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Officers shall determine by a majority vote of the disinterested Officers whether the transaction or arrangement is in SONUBTHA International's interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
A. If the Executive Board has reasonable cause to believe an Officer or member has failed to disclose actual or possible conflicts of interest, it shall inform the Officer or member of the basis for such belief and afford the Officer or member an opportunity to explain the alleged failure to disclose.
B. If, after hearing the Officer or member's response and after making further investigation as warranted by the circumstances, the Executive Board determines the Officer or member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
The minutes of the Executive Board shall contain:
A. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Executive Board's decision as to whether a conflict of interest in fact existed.
B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
A. An Officer or voting member who receives compensation, directly or indirectly, from SONUBTHA International for services is precluded from voting on matters pertaining to that Officer or member's compensation.
B. An Officer or voting member whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from SONUBTHA International for services is precluded from voting on matters pertaining to that Officer or member's compensation.
C. No Officer or voting member whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from SONUBTHA International, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
To ensure SONUBTHA International operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
A. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
B. Whether partnerships, joint ventures, and arrangements with management organizations conform to SONUBTHA International's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
When conducting the periodic reviews, SONUBTHA International may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
The Organization shall indemnify every person, his heirs, executors and administrators, against all expenses reasonably incurred by such person in connection with any action, suit or proceeding to which such person may be made a party by reason of that person being or having been a member or Officer of any other Organization of which this Organization is a shareholder or creditor, and from which other Organization such person is not entitled to be indemnified, or by reason of such member or Officer or former member or former Officer becoming a party to any such action, suit or proceeding at the request of or at the direction of this Organization or any successor hereto; provided, however, there shall be no indemnification in relation to any matter as to which such person shall be finally adjudged in such action, suit or proceeding to be liable for negligence or willful misconduct. In the event of a settlement of such action, suit or proceeding, indemnification of such person shall be provided only in connection with such matters covered by such settlements to which the Organization is advised by counsel that such person to be indemnified did not commit such a breach of duty. This right of indemnification shall be exclusive of other rights to which such person may be entitled. As used in this provision, expenses shall include, but shall not be limited to, amounts of judgments, penalties or fines and interest thereon for reasonable periods of time, rendered, levied or adjudged against such persons, cost of the action, suit or proceeding, attorneys' fees, expert witness fees and amounts paid in settlement by such persons, provided that such settlement shall have been or is thereafter approved by the Executive Board of this Organization. This provision is made a part of these Bylaws to comply with and to take full advantage of Texas laws governing such indemnification.
An amendment to these Bylaws may be proposed in writing by any voting member.
After discussion of the proposed amendment by the Executive Board, the recommendation of the Executive Board shall be presented to all SONUBTHA International voting members during the next national convention. Two-thirds (2/3) of the voting members present must vote in the affirmative for the amendment to be adopted.
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