By-laws of the Council
By-laws of The Council on Interdisciplinary Advancement (Revised and approved: 10/20/2026)
Article I: Name and Purpose
1. Name: The name of the organization shall be The Council on Interdisciplinary Advancement (which may, henceforth, also be referred to as “The Organization” or “the Organization”).
2. Purpose: The organization is a 501(c)(3) Federal and State tax-exempt, 509(a)(2) charitable non-profit organization organized for and dedicated to, but not limited to:
• Providing on-line educational discussions, seminars, conferences, workshops, networking events, and lectures in the field of professional occupations, industries, employment, and career development.
• Arranging and conducting of seminars in the field of professional occupations, industries, employment, and career development.
• Continuing education services, namely, providing live and on-line continuing professional education seminars in the field of professional occupations, industries, employment, and career development.
• Publishing e-books in the field of inter-industry interdisciplinary cooperation, growth, mentorship, and challenges.
• Educational services, namely, conducting research, online seminars, in-person seminars, electronic newsletters, online discussions, networking opportunities (digital and in-person), and mentorship networks in the field of inter-industry interdisciplinary cooperation, growth, mentorship, and challenges, as well as distribution of educational materials in connection therewith.
• Charitable services, namely, providing tutoring in the field of professional occupations, industries, employment, and career development.
• Life coaching services in the field of inter-industry interdisciplinary cooperation, growth, mentorship, and challenges.
• Providing facilities for educational & mentoring opportunities within professional industries.
The Organization shall operate in accordance with the mission and purposes outlined in the application for federal tax exemption under Section 501(c)(3) of the Internal Revenue Code, which shall include raising awareness and educating society regarding challenges within each professional industry and highlighting specific roles and functions, when possible, and solving these challenges through use of political strategy, addressing how to work cross-functionally with global partners, fostering new business partnerships, and improving working conditions. The Organization aims to foster cross-functional professional partnerships, scalable education and mentoring, and political and legislative leverage for these mid-level executives, who are the true talent and subject matter experts of their companies. The objective is to improve networking, opportunities, raising awareness of challenges and concerns to lawmakers, politicians, corporate leaders, and other industries, and improving options and success for our Members and aid them during difficult economic times and all environments with these resources and tools.
3. IRS-Compliant Purpose: The Organization is a non-profit organization organized for and dedicated to educational, scientific, professional, and charitable purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
4. Founder of the Organization: The Organization was solely funded and formed by Harish Vallury, who, may also be referred to as the “Founder.”
Article II: Membership
1. Eligibility: All Members of the Organization shall be elected by a Simple Majority vote of the Executive Board of Directors (which may, henceforth, also be referred to as the “Executive Board”), under the provision that the Executive Chairman constitutes a vote within that Simple Majority. As used herein, a Simple Majority shall mean 51% or more of The Executive Board. All Members elected by a Simple Majority vote to the Organization, other than those whose term of Membership is limited by the conditions of their election, shall remain Members until resignation, expiration, and/or termination by Executive Board and/or the Executive Chairman.
Lifetime Member applicants (excluding Term Member applicants) must be over thirty-two (32) years of age (based on the Gregorian Calendar methodology of tracking time) at the time of applying. All Lifetime Member applicants must be either citizens of the United States (native-born or naturalized), or permanent residents who maintain current legal United States-based employment and legal permanent residency within the jurisdiction of the United States of America.
Lifetime Member Candidates should currently hold a position as any of (but not limited to, as determined by the Executive Board) the following:
· Business owner of a United States-registered Limited Liability Organization (LLC), S-Organization (S-Corp), C-Organization (C-Corp), and/or a registered non-profit organization.
· Mid-level executive (director, VP, SVP, EVP) at a United States-registered LLC, S-Corp, C-Corp, and/or registered non-profit organization.
· A medical physician at or beyond their third year of residency or in fellowship, or beyond
· An academic adjunct or assistant professor, professor, or administrator at an accredited United States academic institution
· A junior law partner (with American Bar Association Bar exam certification and certification to practice law in at least one US State), for at least 3 consecutive calendar years.
In order to be inducted as a Lifetime Member of the Organization (excluding Term Members), to ensure high standards of membership, Lifetime Member applicants must be nominated by at least seven (7) individuals, comprised of at least one (1) individual who is a current officer on The Executive Board, two (2) additional individuals who are current Members (who may or may not be Members of The Executive Board) of the Organization, and four (4) additional individuals comprised of any existing current Members, Lifetime or Term (who may or may not be on The Executive Board) of the Organization or Term Members, and/or external non-Members of the candidates' choosing. The final submitted application for Life Membership will be reviewed by The Executive Board Membership Committee and will require approval by way of unanimous approval of The Executive Board and a written statement of approval from the Executive Chairman.
Term Member applicants must be a minimum of twenty-seven (27) years of age and no older than thirty-two (32) years of age (based on the Gregorian Calendar methodology of tracking time) at the time of applying. All Term Member applicants must be either citizens of the
United States (native-born or naturalized), or permanent residents who maintain current legal United States-based employment and legal permanent residency within the jurisdiction of the United States of America.
Term Membership will have a maximum tenure of five (5) years. Should a Term Member reach an age within the permissible threshold of eligibility for Lifetime Membership, the Term Member may apply for a Lifetime Membership, so long as the Term Member is in good standing with the Organization. Any Term Member who has been successfully elected as/inducted into Lifetime Membership may have their Lifetime Membership dues pro-rated for any term overlap between their Term Membership and their Lifetime Membership.
To be inducted as a Term Member of the Organization, to ensure high standards of membership, Term Member applicants must be nominated by at least five (5) individuals, comprised of at least two (2) individuals who are current Life Members (who may or may not be Members of The Executive Board) of the Organization, and three (3) additional individuals comprised of any existing current Members, Lifetime or Term (who may or may not be on The Executive Board) of the Organization and/or external non-Members of the candidates' choosing. The final submitted application for Term Membership will be reviewed by The Executive Board Membership Committee and will require approval by way of unanimous approval of The Executive Board and a written statement of approval from the Executive Chairman.
Term Member Candidates should currently hold a position as any of (but not limited to, as determined by the Executive Board) the following:
· Business owner of a United States-registered Limited Liability Organization (LLC), S-Organization (S-Corp), C-Organization (C-Corp), and/or a registered non-profit organization.
· Manager-level or Mid-level executive (director, VP, SVP, EVP) at a United States-registered LLC, S-Corp, C-Corp, and/or registered non-profit organization.
· A medical physician at or beyond their first year of residency or in fellowship, or beyond
· An academic graduate student, doctoral candidate, or post-doctoral fellow, adjunct or assistant professor, professor, or administrator at an accredited United States academic institution
· A paralegal, junior law partner (with American Bar Association Bar exam certification and certification to practice law in at least one US State), for at least 3 consecutive calendar years.
For all applicants, nominating letters should not exceed five hundred (500) words in length and should address the following criteria:
· Professional expertise and intellectual attainment
· Degree of professional experience, level of interest, contributions to the candidate’s respective field, and current involvement with interdisciplinary endeavors
· Candidate’s promise of achievement in their current sector, industry and other sectors/industries
· Potential contributions to the work of TCOIA
· Desire and ability to participate in TCOIA activities
· Reputation and standing among their professional peers
No active Member, Lifetime Member or Term Member, of the Organization may provide a nomination for any applicant for Lifetime Membership or Term Membership if they are a relative, spouse, or in-law relative of the candidate.
Referrals by current Members of the Executive Board as well as current Members of the Organization may apply to become Members of The Executive Board. In order to be approved, they must have been a Member of the Organization for a minimum of five consecutive calendar years. Candidates must be approved by unanimous vote of the current Executive Board and must be approved in writing by the Executive Chairman. Candidates must have taken an accredited intelligence test (WAIS IV or later) after they turned 28 years of age (29 years of age in South Korea). To qualify, candidates must have a score in the top 90% of intelligence (a GAI of 120 or better on the WAIS IV or higher) within Japan, South Korea, India, France, Spain, and Israel, and the top 97% in all other nations (a GAI of 128 or better on the WAIS IV or higher). Initial Executive Board Members Marc Cristiano, Danny
Ferrauiola, Giancarlo Morillo, Krista Knight-Paisley, And Michael Ring of the Organization are exempt from all aforementioned requirements. Founder & Executive Board Member, Harish Vallury, has met these requirements as of 2016. Only the Founder of the Organization may nominate an individual, whether internal or external, as a candidate for the Executive Board to be classified as a Founding Board Member.
All candidates for the Executive Board must be interviewed by at least three existing members of the Executive Board, which includes the Executive Chairman. The interview process can and shall be determined by the Executive Board.
Honorary Members may be nominated by any Member of the current Executive Board of Directors. Honorary Members may be elected by a unanimous vote by the Executive Board. Advisors to the Executive Board may be selected and appointed by the Executive Chairman, or by the President or Vice Chairman with approval from the Executive Chairman. The Executive Chairman reserves the sole right to reassign Executive Board Members who resign with good standing to either Honorary Members and/or Advisors to the Executive Board, as long as the resigning Executive Board Member with good standing agrees to stay affiliated with the Organization. The Executive Chairman also shall reserve the sole right to reassign active and current Honorary Members to Advisor roles, with or without the consent of the Honorary Member. The Executive Chairman reserves the right to terminate an Honorary Memberor an Advisor, but must report the termination to the rest of the Executive Board, at least after the action was taken.
The Executive Chairman shall be elected by a unanimous vote of Executive Board that is physically held in Houston, Texas, and must have an accredited intelligence test (WAIS IV or later) official score, after they turned 28 years of age (29 years of age in South Korea), that is within the top 98th percentile of intelligence (a *GAI of 130 or better on the WAIS IV or higher), regardless of nationality. All Executive Chairman candidates must have a higher verbal comprehension score than all other scores, and the verbal comprehension score must be greater than 140 (WAIS IV or higher), regardless of nationality. The Founder & Executive Chairman, Harish Vallury, has met these requirements as of 2016. Candidates for Executive Chairman must be approved in writing by the current acting Executive Chairman and the Founder of the Organization. If there is no active Executive Chairman at the time of such consideration, the Founder of the Organization and Vice Chairman must approve. The aforementioned requirements may never be altered, amended, nor removed by any quorum of the Executive Board of Directors. Any and all Intelligence testing requirements for qualification of a candidate for the Executive Chairman position cannot be altered, amended, nor removed without approval from the current acting Executive Chairman and the Founder of the Organization. If there is no active Executive Chairman at the time of such consideration, the Founder of the Organization and Vice Chairman must approve. Founding Directors of the Organization, as referenced above, shall be eligible for candidacy for the Executive Chairman position, with written approval of the current acting Executive Chairman and the Founder of the Organization.
All Members, other than those whose term of membership is limited by the conditions of their induction, that are elected to/inducted into the Organization, may remain members until death, resignation, or action by the Executive Board of Directors and/or the Membership Committee under the terms of these By-Laws.
2. Rights: All Members shall have the right to attend annual meetings of the Organization, subject to limitations set forth by The Executive Board.
3. Categories & Subgroups: The Executive Board may establish or terminate special categories or subgroups of Membership, having such rights and privileges, and subject to such conditions, as the Executive Board may designate from time to time at its discretion.
4. Suspension, Termination, and Legal Action: All successfully inducted Members, Members of the Executive Board, Honorary Members, and Advisors to the Executive Board (Advisors) shall be subject to confidentiality terms as dictated by the Executive Board at any point in time and subject to change by the Executive Board, as well as ongoing, indefinite non-disparagement terms as dictated by the Executive Board at any point in time and subject to change by the Executive Board. An Organization Member, or a Member of the Executive Board may be terminated permanently or suspended from Membership for a period of six months or more only by a Simple Majority vote, in writing, of those Members of the Executive Board, in good standing, in attendance of a meeting of the Executive Board at which a quorum is present and voting, but excluding any Member(s) of the Executive Board that may be the subject of such vote, if applicable, for any violation of the By-Laws, rules, or regulations of the Executive Board, or for any conduct, even though not in actual violation of a By-Law or rule that, in the opinion of The Executive Board, is
nevertheless prejudicial to the best interests, reputation, and proper functioning of the Organization, as well as any breach of confidentiality of any private correspondence, business, and/or communications within organization meetings. Should a Founding Member of the Executive Board be removed, either through action by the Executive Board and/or Executive Chairman or through their own resignation, the Executive Chairman shall have the right and sole authority to revise the by-laws to remove any mention(s) and protections of that Founding Member without Executive Board voting approval as well as amend the Certificate of Formation to remove that Founding Member from the Board of Directors without Executive Board voting approval. The Executive Chairman will be required to inform all members of the Executive Board regarding the removal of the terminated Founding Member of the Executive Board through amendment of
the by-laws as well as the Certificate of Formation, either before or after such actions are taken. Any Honorary Member of Advisor of the Organization may be suspended or terminated, without vote, solely by the Executive Chairman, or by a Vice Chairman or President of the Organization, with approval from the Executive Chairman. A non-Executive Board Member’s privileges may be suspended for a period of up to six months by action of any Member of the Executive Board, subject to approval by the Executive Chairman of The Executive Board. The Executive Chairman of Executive Board has executive authority to overwrite any suspension, termination, and/or instatement of any Member at any time for any reason, except if the Executive Chairman is the subject of such suspension, termination, or instatement. The Organization may take legal action against any Member, honorary Member, and/or Advisor of the Organization, present and/or former, who has breached any outlined confidentiality for Organization meetings and/or disparaged the Organization, any of its Members, and or its property, verbally, electronically, and/or
physically. Terms of confidentiality may be stated and defined during any meetings, quorums, voting sessions, or any assemblies held by any Member of the Organization, or even stated ex-post facto, and the stated parameters of confidentiality shall not be breached at any time unless declassified by a Simple Majority vote, in writing, by the Executive Board. Any Members, honorary Members, and/or Advisors who breach any confidentiality parameters and/or disparage the Organization shall be suspended, immediately, for an indefinite period of time while the active Executive Board deliberates on the issue. Should the breach of confidentiality and/or disparagement be found to be detrimental to the Organization in any capacity, the Member, honorary Member, and/or Advisor shall be immediately terminated and a decision to take legal action against may be deliberated, thereafter. Should legal action be taken against any such Member, honorary Member, and/or Advisor, and the Member, honorary Member,
and/or Advisor, active, suspended, or terminated at that point, is found guilty and/or at-fault, the Member, honorary Member, and/or Advisor, or former Member, honorary Member, and/or Advisor, shall pay all legal expenses incurred by the Organization and surrender any claim to appeal.
5. Membership Fees: All Members, with the exception of Term Members, honorary Members with no voting rights (civitas sine suffragio) of the Organization, Advisors to the Executive Board, and Initial Executive Board Members Marc Cristiano, Danny Ferrauiola, Giancarlo Morillo, Krista Knight-Paisley, Michael Ring, and the Founder & Initial Executive Board Member, Harish Vallury, shall pay either a fixed fee of $4,500 USD for a Lifetime Membership, or yearly Life Membership dues per annum as follows:
Lifetime Member Region
Annual Dues (USD)
New York "Tri-State" Area
$ 240
Washington D.C./Langley Area
$ 200
Texas State
$ 120
U.S. Nationwide (excluding regions/State above) & Off-Shore
$ 160
Term Members shall pay yearly dues per annum as follows:
Term Member Region
Annual Dues (USD)
New York "Tri-State" Area
$ 145
Washington D.C./Langley Area
$ 120
Texas State
$ 75
U.S. Nationwide (excluding regions/State above) & Off-Shore
$ 100
All former Executive Board Members who remain Members of the Organization may be granted exemption from paying Membership fees and/or dues through a one-time, Simple Majority vote by the active Executive Board at such time. The Organization Founder shall be permanently exempt from paying Membership fees and/or dues and the privilege shall be and remain irrevocable. Initial Executive Board Members Marc Cristiano, Danny Ferrauiola, Giancarlo Morillo, Krista Knight-Paisley, and Michael Ring of the Organization shall also share the same privilege.
Article III: Executive Board
1. Authority and Duties: The governance of the Organization shall be vested in The Executive Board, which shall have the authority to oversee the operations of the Organization in accordance with its mission and applicable laws. The Executive Chairman shall act as a Member of The Executive Board.
2. Number of Executives: The number of directors shall be no fewer than three (3) and no more than seven (7), including the Executive Chairman.
3. Election of Executives: Directors shall be elected at the annual meeting of The Executive Board, and their terms shall be defined in Article IV: Officers, Paragraph 3: Election and Term.
4. Removal of Executives: A Director/Directors (referred to in this paragraph as the "Director(s) in question") may be removed from office and/or from the Executive Board by a Simple Majority vote of The Executive Board, or by unanimous vote through an e-mail meeting which would not including the director(s) in question, with or without cause, or by default, if absent from and/or unresponsive to two consecutive meetings and/or one emergency vote meeting, and does not respond to and/or participate in a meeting notification and/or emergency vote request within 48 hours from a standard meeting, or within 24 hours of an emergency meeting, through discretion and executive authority of the Executive Chairman. Removal of an Executive Chairman requires unanimous vote of all of the Executive Board that is physically held in Houston Texas, excluding participation of the Executive Chairman, as well as approval by the Founder of the Organization, so long as the Founder of the Organization is not the Executive Chairman of the Organization at the time of such vote and for the vote to take place with all Members of the Executive Board at the time of such vote being physically present in the same forum to vote. A quorum in a vote for removal of an Executive Chairman can only be constituted by every active Member of the Executive Board, other than the Executive Chairman, and the Founder of the Organization, so long as the Founder of the Organization is not the Executive Chairman of the Organization at the time of such
vote. A vote for the removal of an Executive Chairman cannot be held unless there is also a qualified candidate ready to serve as Executive Chairman that meets the qualification criteria to be an Executive Chairman, as outlined in the Organization By-Laws, Article II: Membership, Section 1: Eligibility.
5. Vacancies: Vacancies on Executive Board may be filled by a vote of the Simple Majority of the remaining directors of The Executive Board, provided that the number of directors does not fall below three (3), otherwise the Executive Chairman may exercise executive authority to fill as many vacancies on Executive Board as necessary until there is a minimum of three (3) directors (including the Executive Chairman), whereby two Members must each and separately be assigned the title of President and the title of Secretary of the Organization.
Article IV: Officers
1. Executive Board: The officers of the Organization shall consist of the Executive Chairman, President of the Organization, Vice Chairman, Secretary of the Organization, Treasurer of the Organization, and the Director(s) of the Council, each of whom, subsequently, shall be elected through a Simple Majority vote by the Executive Board, should any of the original Executive Board Members step down/be replaced. These Members will also serve as Members of Executive Board. Members of the Executive Board may hold more than one Executive Board role, except where a single individual cannot hold the title of both President of the Organization and Secretary of the Organization, as stated by Texas State Law and Texas Comptroller tax-exempt, non-profit compliance.
The Executive Board will be composed of Members nominated by existing Members of the Executive Board, including leaders from various industries, who oversee daily operations and strategic decisions. New Members of The Executive Board must have an intelligence score greater than the 97th percentile (*GAI 128 or greater from a WAIS IV or higher taken after age 28). They must have a verbal communications score greater than all other scores. The Initial Executive Board Members of the Organization are exempt from this requirement. This intelligence score requirement cannot be amended without approval from the current Executive Chairman and Founder of the Organization.
1. Duties of Executive Board of Directors (Board of Directors):
o Executive Chairman: The Executive Chairman shall be an officer of the Organization and shall have the following duties:
• Board Leadership: The Executive Chairman shall preside at all meetings of the Board of Directors and shall be responsible for the leadership of the Board in discharging its powers and duties. The Chairman shall work with the Secretary to set the agenda for Board meetings, facilitate discussions, and ensure that the Board acts in a manner consistent with its fiduciary duties and the mission of the Organization.
• Strategic Oversight: The Executive Chairman shall work in close partnership with the President and/or Executive Director to develop the long-term strategic direction of the Organization. The Chairman shall ensure that the Board's actions and policies are aligned with the Organization's strategic goals and that the Board provides effective oversight of the Organization's operations and financial health.
• Liaison to Management: The Executive Chairman shall serve as the primary liaison between the Board of Directors and the Organization’s paid staff, including the President and/or Executive Director. The Chairman shall be responsible for the regular evaluation of the performance of the chief executive and shall work to ensure clear communication and a productive working relationship between the Board and the management team.
• Ex-Officio Member: The Executive Chairman shall be an ex-officio, voting Memberof all committees of the Board, unless otherwise stipulated by these By-laws.
• General Powers: The Executive Chairman shall have all powers and shall perform all duties customary to the office of an Executive Chairman and such other powers and duties as may from time to time be prescribed by the Board of Directors.
• Acting Secretary of the Organization: The Executive Chairman also reserves the right to invoke the role of Executive Secretary of the Organization should the Secretary of the Organization be absent and/or unable to perform their respective duties.
• Custody of Funds: The Executive Chairman shall have access to all bank accounts and financial records. They are responsible for ensuring all funds are handled securely and for reporting on the financial health of the Organization to the Executive Board.
• Financial Transactional Authority: The Executive Chairman shall have the authority to sign checks and authorize electronic payments on behalf of the Organization, as determined by a resolution of the Executive Board. The Executive Board may require dual signatures on checks or other transactions over a specified amount, as determined by the Executive Board on a case-by-case basis.
• Additional Voting Right: In the event of an equally-divided vote among the Executive Board, the Executive Chairman reserves the right to cast an additional vote to establish a majority vote.
o President of the Organization: The President shall be an officer of the Organization and shall have the following duties:
• Presiding Officer: The President shall preside at all meetings of the Board of Directors and the Executive Committee. In this capacity, the President shall work with the Secretary to prepare agendas, ensure meetings are conducted in accordance with these By-laws, and facilitate the discussion and decision-making processes of the Board.
• Spokesperson: The President shall be the primary public representative and spokesperson for the Organization, promoting its mission and vision to external stakeholders, including donors, partners, and the public.
• Strategic Leadership: The President shall work with the Board of Directors to develop and implement the Organization's strategic plan and to ensure that the Organization's activities and programs align with its stated mission.
• General Powers and Duties: The President shall have all powers and shall perform all duties customary to the office of President and such other powers and duties as may from time to time be prescribed by the Board of Directors.
• General Supervision: The President shall have general supervision, direction, and control of the business, affairs, and officers of the Organization, subject to the control of the Board of Directors. The President shall ensure that all directives, policies, and resolutions of the Board are carried out in a timely and effective manner.
o Vice Chairman: The Vice Chairman shall be an officer of the Organization and shall have the following duties:
• Succession and Authority: In the absence or disability of the Chairman, or in the event of a vacancy in that office, the Vice Chairman shall perform all the duties and exercise all the powers of the Chairman. The Vice Chairman shall be prepared at all times to assume the responsibilities of the Chairman as necessary.
• Special Assignments: The Vice Chairman shall perform such special duties and projects as may be requested by the Chairman or assigned by the Board of Directors.
• Committee Leadership: The Vice Chairman may serve as the chairman of a committee of the Board of Directors, as determined by the Chairman or the Board.
• General Duties: The Vice Chairman shall perform such other duties incident to the office of Vice Chairman as may be assigned by the Chairman or the Board of Directors.
o Secretary of the Organization: The Secretary shall be an officer of the Organization and shall have the following duties:
• Corporate Records: The Secretary shall be the custodian of, and shall maintain, the minutes of the meetings of the Board of Directors and any committees thereof. The Secretary shall also maintain the official corporate documents of the Organization, including the Articles of Incorporation, the By-laws, and a current list of the names, addresses, and terms of office of the directors and officers. All such records shall be maintained at the principal office of the Organization or at a location approved by the Board of Directors.
• Meeting Management: The Secretary shall ensure that proper notice of all meetings of the Board of Directors is given to all directors in accordance with the provisions of these By-laws and the Texas Business Organizations Code. The Secretary shall attend all meetings of the Board of Directors and shall cause a true and accurate record of the proceedings to be prepared and maintained.
• Authentication: The Secretary shall be responsible for authenticating the records of the Organization, including attesting to the signatures of the officers of the Organization as required, and for the proper certification of all documents as may be required by law or the Board of Directors.
• Reporting and Compliance: The Secretary shall, in conjunction with the President and Treasurer, assist in ensuring the timely filing of all required legal and regulatory documents, including but not limited to, the annual periodic report to the Texas Secretary of State and the annual IRS Form 990, if applicable.
• Communications: The Secretary shall serve as a central point of communication for the Board of Directors and shall ensure that all directors are provided with copies of the minutes of previous meetings and any other documents necessary to the performance of their duties.
• General Duties: The Secretary shall perform such other duties incident to the office of Secretary and such other duties as may from time to time be assigned by the President or the Board of Directors.
o Treasurer of the Organization: The Treasurer shall be an officer of the Organization and shall have the following duties:
• Financial Oversight: The Treasurer shall oversee all financial operations of the Organization. This includes maintaining the financial records, ensuring all transactions are properly documented, and implementing and monitoring internal controls to prevent fraud and mismanagement.
• Reporting: The Treasurer shall prepare and present regular financial reports to the Executive Board at each scheduled meeting. These reports will include a statement of financial position, a statement of activities, and a summary of cash flow. The Treasurer shall also provide a comprehensive annual report. The Treasurer is authorized to delegate certain day-to-day bookkeeping functions to staff or volunteers but remains ultimately responsible for the accuracy and integrity of all financial records.
• Budgeting: The Treasurer shall work with the Board and any relevant committees to develop and present an annual operating budget for board approval. They shall monitor the budget throughout the year and report any significant variances to the Executive Board.
• Compliance and Filings: The Treasurer shall ensure that the Organization is in compliance with all financial reporting requirements, including those of the IRS and the state of Texas. This includes overseeing the timely preparation and filing of the annual IRS Form 990 (and other applicable variants of the IRS Form 990) and any other required state or federal tax documents.
• External Audits: The Treasurer shall serve as the primary liaison for any external auditors or accountants. They shall oversee and assist in the annual audit or financial review process as required by the Executive Board.
o Director(s) of the Council: The Director(s) of the Council shall be an officer of the Organization and shall have the following duties:
• Active Participation: The Director(s) of the Council shall actively participate in all Executive Board meetings, discussions, and decision-making processes, bringing a diverse perspective and contributing to robust governance.
• Meeting Preparation: The Director(s) of the Council shall review all meeting agendas, financial reports, and supporting materials in advance of Executive Board and committee meetings to facilitate informed discussion and decision-making.
• Committee Service: The Director(s) of the Council shall serve on at least one standing or ad-hoc committee of the Board, as assigned by the Executive Chairman or appointed by the Executive Board, and actively contribute to the work and goals of that committee.
• Fiduciary Duties: The Director(s) of the Council shall uphold the legal duties of care, loyalty, and obedience to the Organization, always acting in good faith and in the best interests of the Organization.
• Mission Advancement: The Director(s) of the Council shall be knowledgeable about and committed to the Organization’s mission, vision, and strategic goals, and actively support efforts to achieve them.
• Organizational Representation: The Director(s) of the Council shall act as an ambassador/ambassadors for the Organization within the internal and external community, promoting its mission and activities, and potentially assisting in fundraising or advocacy efforts as requested by the Executive Board.
• Ethical Conduct: The Director(s) of the Council shall ensure that all Members adhere to all established policies of the Organization, including the Conflict-of-Interest(s) Policy, and maintain confidentiality regarding sensitive organizational matters.
o Other & Miscellaneous Sub-Executive Director Roles: The Executive Chairman, alone, or unanimous approval by the Executive Board of Directors, may establish operational roles for either current Members of the Executive Board of Directors or for employees hired to fill operational roles. Consent by the Member(s) of the Executive Board of Directors who may be required to assume these roles will be required, otherwise the role shall be renegotiated and/or reassigned.
2. Election and Term: Members of Executive Board shall be elected every five years by a Simple Majority vote of the current Members of Executive Board and shall serve for a five-year term, except for the Executive Chairman, who will serve an indefinite term. Members of the Executive Board can serve indefinite consecutive terms, so long as they are re-elected by a Simple Majority by the Executive Board.
Article V: Meetings
1. Annual Meeting: Executive Board shall meet at least once per year to conduct the business of the Organization.
2. Quorum: Quorum: A Simple Majority of the Members of Executive Board present at a physical meeting shall constitute a quorum for the transaction of business, and all Members that participate/participated in an electronic meeting by e-mail shall constitute a quorum for the transaction of business.
3. Notice: Notice of the time, place, and agenda of meetings shall be given to all Members of Executive Board at least seven (7) calendar days prior to the meeting, except for meetings conducted through e-mail communication, which will be sent instantly and require a 36-hour response time from the time that the original e-mail was sent, if responses are required. Only participating Members’ votes will be considered and shall constitute a unanimous vote so long as all votes are aligned.
4. Voting: All actions taken by Executive Board shall require the approval of a Simple Majority of the Members present at the meeting, as well as the written approval of the Executive Chairman, regardless of presence, unless otherwise specified by these by-laws. All voting may take place through electronic mediums. Should a vote be conducted by e-mail, only, a motion or order can only be valid through unanimous vote by the Executive Board, per Texas State Law and Texas Comptroller tax-exempt, non-profit compliance. A unanimous vote shall be constituted by all Members of the Executive Board who have participated in the e-mail vote within a 36-hour period from the time that the electronic vote was sent via e-mail.
5. Should any Member or Members of the Executive Board be absent and/or fail to participate in an electronic meeting conducted
through e-mail, the Members who did participate within 36-hours of the initial sending of the e-mail electronic vote shall constitute a unanimous vote that can materially alter, amend, and change the Organization as well as the Executive Board, as long as all voted are aligned.
Article VI: Committees
1. Authority: The Executive Board, by resolution adopted by a majority of the entire Executive Board, designate one or more committees, including but not limited to an Executive Committee, Finance Committee, and Fundraising Committee. These committees shall have and exercise such authority as is expressly delegated to them by the Board. The designation and appointment of any such committee shall not relieve the Executive Board of its responsibilities.
2. Executive Committee: If an Executive Committee is established, it shall consist of, at least, the Executive Chairman & Treasurer, Vice Chairman, Secretary, and President. The Executive Committee shall have and exercise the authority of the Executive Board in the management of the Organization between meetings of the Executive Board, but its actions shall be reported to and ratified by the full Executive Board at its next regular meeting. The Executive Committee shall not have the authority to amend the By-laws or approve the annual budget.
3. Other Committees. Other committees may be appointed to carry out specific duties or projects. These committees may
include both Directors and non-Directors. Such committees shall have no authority to bind the Organization and shall report their findings and recommendations to the Executive Board for action, with all requested actions requiring approval from the Executive Chairman.
Article VII: Amendments
1. Amendment of By-laws: These by-laws may be amended, altered, or repealed by a Simple Majority vote of Executive Board and ratification by the Executive Chairman, provided that notice of the proposed amendment is given in writing at least seven (7) calendar days prior to the meeting at which the amendment is to be considered, except for meetings conducted through e-mail communication, which will be sent instantly and require a 36-hour response time from the time that the original e-mail was sent. Only participating Members’ votes in an e-mail/electronic vote who responded within a 36-hour time frame from the original time that the vote was electronically sent will be considered and can constitute a unanimous vote so long as all votes are aligned.
2. Amendment of Certificate of Formation: The Certificate of Formation may be amended, altered, or repealed by a Simple Majority vote of Executive Board and ratification by the Executive Chairman, provided that notice of the proposed amendment is given in writing at least seven (7) calendar days prior to the meeting at which the amendment is to be considered, except for meetings conducted through e-mail/electronic communication, which will be sent instantly and require a 36-hour response time from the time that the original e-mail was sent, if responses are required. Only participating Members’ votes in an e-mail/electronic vote who responded within a 36-hour time frame from the original time that the vote was electronically sent will be considered and can constitute a unanimous vote so long as all votes are aligned.
Article VIII: Dissolution
Upon dissolution of the Organization and, after paying and/or making provision for the payment of any and all liabilities of the Organization, the Executive Board of Directors shall dispose of any and all remaining assets of the Organization exclusively for one or more exempt purposes, as defined within Section 501(c)(3) of the Internal Revenue Code (IRS) of 1954 (or the corresponding provision of any future IRS Federal tax code), with requirement of approval by the Executive Chairman and the Founder of the Organization, or shall distribute any and all remaining assets to the Federal Government of the Unites States, and/or to Texas State, as well as any of the other forty-nine (49) States of the United States wherein the Organization conducts business and has assets, and/or to a municipal government(s) within Texas State, as well as any municipality/municipalities within the other forty-nine (49) States of the United States wherein the Organization conducts business and has assets, for the public benefit of the citizens of the United States, Texas State, as well as any of the other forty-nine (49) States of the United States wherein the Organization conducts business and has assets, and/or the Texas municipality/municipalities, as well as any municipality/municipalities within the other forty-nine (49) States of the United States wherein the Organization conducts
business and has assets. Any remaining assets that are not disposed of, per the aforementioned channels in this clause, shall be disposed of by order of the Supreme Court of Texas State, in the judicial district where the principal office of the Organization is then located and/or the Supreme Court(s)/Superior Court(s) of any of the other forty-nine (49) States of the United States wherein the Organization conducts business and has assets, exclusively for such aforementioned purposes of public benefit to the designated United States citizens that each respective State-level Supreme/Superior Court serves.
Article IX: Non-Executive Employee Compensation Plan Compensation Plan
1. Purpose: The purpose of this Compensation Plan is to establish clear, transparent, and fair compensation for non-Executive employees of the Organization in compliance with applicable IRS regulations regarding non-profit organizations.
2. Salary Structure:
a. Salary Ranges: Compensation levels for employees shall be based on the following criteria: job function, market rates, experience, qualifications, and performance. Executive Board will collectively review the salary structure periodically to ensure its alignment with these factors, with research and insight provided by an internally-assigned committee.
b. Executive Compensation: The salary of any Members of the Executive Board will be determined based on a competitive analysis of comparable positions in the industry, ensuring the salary is reasonable and justifiable for a non-profit organization. All executive compensation will be reviewed by an internal committee appointed by The Executive Board. The Executive Board will guarantee that it will establish compensation in-line with industry standards and document its process in order to provide transparency and disclosure.
1. Independent Approval: Officer compensation will be approved by an internal, dedicated compensation committee established by a Simple Majority vote of The Executive Board, in which the Simple Majority includes the Executive Chairman, and this decision shall be documented in the meeting minutes.
2. Compensation Decisions: All compensation decisions shall be made independently and without conflicts of interest. During deliberation and decision of a given Executive Board Member’s compensation, the Member holding the position that is being deliberated shall not participate in the vote on the decision.
c. IRS Reporting: The Council on Interdisciplinary Advancement will report executive compensation on an annual tax return to the IRS. Forms and supplemental material will include details of salaries paid to executives within the Organization.
d. Arm’s-Length Transactions: All financial arrangements will be made at arm's length, meaning the compensation will reflect what would be paid to an outsider providing similar services.
e. Board Members: No current Member of Executive Board shall receive compensation for any tasks performed in the capacity as an acting Member of The Executive Board. Officers will only be compensated for their efforts related to executive roles that contribute to the operation of the Council on Interdisciplinary Advancement.
3. Employee Benefits
a. Health Insurance: The Organization shall offer health insurance to full-time employees, with options for coverage for dependents as applicable. Prior to establishing and stabilizing employee infrastructure, the Organization shall ensure that employees are able to enroll in health coverage and have sufficient funds to do so prior to formal organization-provided coverage.
b. Retirement Plan: Employees may be eligible for a retirement plan with contributions from the Organization based on the employee’s tenure and position.
c. Paid Time Off: Employees shall be eligible for up to twenty-one (21) days of paid time off per year, in addition to public holidays observed by the Organization.
d. Executive and Non-Executive Employee Reimbursement: All employees of the Organization are eligible for reimbursements related to the operations of the Organization. These reimbursements include, but may not be limited to, travel expenses to attend meetings, lodging and meal costs related to Committee/Board meetings, as well as other reasonable, documented expenses related to Executive Board and CIA services. All reimbursements shall be accounted for and reported through official financial reporting and statements under an accountable reimbursement plan.
4. Payroll and Bonuses
a. Payment Schedule: Employees shall be paid on a bi-weekly (twice per month) basis.
b. Bonuses: Bonuses may be awarded based on performance and/or CIA goals, at the discretion of The Executive Board.
Article X: Review and Adjustment
1. Employee Compensation: Employee compensation shall be reviewed annually to ensure fairness, competitiveness, and compliance with IRS standards for non-profit compensation.
2. Compensation Adjustments & Benefits: Adjustments to salaries and benefits may be made based on performance evaluations, organizational budget, and other relevant factors.
Article XI: Compliance with IRS Regulations
1. Earnings Inurement: No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to its Members, trustees, officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section Two hereof.
2. Non-Partisanship: No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization 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 articles, the Organization shall not carry on any other activities not permitted to be carried on (a) by an organization 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 (b) by an organization, 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.
Article XII: Accounting Basis and Fiscal Year Determination
1. Financial Records and Reporting: The Organization shall maintain complete and accurate books and records of account, reflecting all of its business affairs and transactions in accordance with generally accepted accounting principles in the United States (GAAP), consistently applied on an accrual basis.
2. Fiscal Year: The fiscal year of the Organization shall begin on the first day of January and end on the thirty-first day of December of each year, based on the modern Gregorian Calendar System.
Article XIII: Annual Review
1. Review Duties: Executive Board will conduct an annual review of potential conflicts of interest to ensure compliance with this policy and to ensure that no conflicts have been overlooked.
2. Review Attendance: A simple majority of Executive Board is required for the Annual Review.
Article XIV: Conflict(s)-of-Interest Policy
1. Purpose: The purpose of this Conflict(s) of Interest Policy is to protect the integrity of the Organization and ensure that its decisions are made in the best interest of the Organization, free from personal or financial conflicts of interest.
2. Definitions:
a. Conflict(s) of Interest: A conflict or conflicts of interest may arise when an individual’s personal, professional, or financial interests may interfere with their ability to act in the best interests of the Organization.
b. Covered Individuals: This policy applies to all Members of The Executive Board, Officers, and key/senior employees (Director rank and higher) of the Organization.
3. Disclosure of Conflicts:
a. Disclosure Requirement: All covered individuals must disclose any potential conflicts of interest to Executive Board in writing upon taking office and annually thereafter.
b. Procedure for Disclosure: Disclosures must be made by completing a written form describing the nature of the conflict.
4. Procedures for Addressing Conflicts
a. Executive Board /Board Review: Executive Board will review disclosed conflicts at the next meeting and determine whether the conflict is material to the Organization’s activities.
b. Recusal: Any covered individual who has a conflict of interest must recuse themselves from discussions or decisions where the conflict exists.
Article XV: Violations
1. Non-Compliance: Failure to disclose a conflict of interest or comply with this policy may result in disciplinary action, including removal from Executive Board or other duties as appropriate.
2. Violations Hearing: A simple majority of Executive Board will be required for all violations hearings. Article XVI: Restrictive Covenants
1. Succession: Nepotistic succession to any position on Executive Board without all qualification criteria being officially and lawfully satisfied, is forbidden. Members are permitted to nominate nepotistic ties, however nepotistic succession for executive or officer roles will not be considered based on relationships, only credentials and criteria being met.
2. Disclosure: All Members will disclose, to The Executive Board, any active business(es) as well as political and personal relationships that intersect with the operations and dealings of the Organization, and such Members holding such businesses and/or relationships shall provide regular monthly updates to The Executive Board. Should an investigation find that any Member has not disclosed such businesses and/or relationships, the Member shall be excommunicated from the Organization, permanently.
Article XVII: Material Adverse Change(s) (MAC) Clause
Economic Conditions: A simple majority of Executive Board may determine alterations in economic conditions that constitute drastic changes to Membership fees/dues, as outlined in Article II, Section V.
Article XVIII: Footnotes
* GAI (General Ability Index): GAI is prioritized as a key indicator due to its relevance in tasks like lobbying and policy drafting.