Bylaws

STUDENT DEFENSE INITIATIVE BYLAWS

 

ARTICLE I: PURPOSE

 

SECTION 1. As given in the Articles of Incorporation, the Student Defense Initiative (SDI) shall exist for the benefit of the undergraduate students of the California Institute of Technology. SDI shall oversee the raising and disbursement of funds for the defense of undergraduate students and undergraduate student culture at the California Institute of Technology.

ARTICLE II: CODE OF CONDUCT

SECTION 1. Although we are not sanctioned by or formally affiliated with the California Institute of Technology, we believe that the Honor Code we were taught to uphold is applicable to this organization. No participant in the Student Defense Initiative shall take unfair advantage of another participant in the Student Defense Initiative or anyone affiliated with the Caltech community.

SECTION 2. The Honor Code shall be the fundamental principle of conduct for all Directors of the Corporation. It shall apply to all scholastic activities and also to relations with other members of the Caltech community.

ARTICLE III: CORPORATION MEMBERS

SECTION 1. As stated in the Articles of Incorporation, this Corporation shall have no members.

ARTICLE IV: OFFICERS

SECTION 1. The Officers of the Student Defense Initiative are the President, Vice President, Secretary, Librarian, and Treasurer.

The Office of President: The President shall be the official representative of the Corporation, and he or she shall preside at its meetings. The President shall be Chairman of the Board of Directors and have ultimate responsibility for proper observance of all responsibilities delegated to officers of the Corporation.

The Office of Vice President: The Vice President shall assume the duties of the President as needed. If the President is unavailable, the Vice President shall serve as the official representative of the Corporation and as Acting Chairman of the Board of Directors to run Board meetings. The Vice President shall assume other Officers’ duties, except for voting, if there are vacancies on the Board.

The Office of Secretary: The Secretary shall keep a record of the proceedings of the meetings of the Corporation and the Board of Directors and publicly post the proceedings on the Corporation website. The Secretary shall oversee communications, including, but not limited to, communications through the Corporation website and email lists.

The Office of Librarian: The Librarian shall act as custodian of the records, the Corporation seal, and the archive. The Librarian shall maintain the official copy of the Bylaws, Resolutions, and Board of Directors Policies and Procedures.

The Office of Treasurer: The Treasurer shall receive all moneys belonging to the Corporation and shall deposit it to the credit of the Corporation. The Treasurer shall issue all money on behalf of the Corporation, including reimbursement, payment for services, and charitable donations. The Treasurer shall keep a full account of money expended and received and make a report of such account once a quarter at a regular meeting of the Board of Directors, and at such times as the Board of Directors may desire, within one business day of such a request.

ARTICLE V: BOARD OF DIRECTORS

SECTION 1. MEMBERSHIP. The Board of Directors shall be comprised of the following:

  1. The five Officers (President, Vice President, Secretary, Librarian, and Treasurer,
  2. Two Community Liaison members, and,

  3. Two At-large members.

SECTION 2. The Board of Directors shall require all officers of the Corporation to comply with its provisions. It shall exercise all other powers in connection with the affairs of the Corporation not delegated to other persons or agencies or reserved for the Corporation itself. The Board of Directors shall have the responsibility to recognize, investigate, and discuss the long-range and immediate problems of the Corporation and to make use of qualified people both within and outside the Board of Directors.

  1. It shall have the ultimate power to authorize budget assignments and expenditures and shall adopt a general budget at the beginning of each fiscal year.
  2. It shall have the power to make awards and appointments as provided in these Bylaws.
  3. It shall negotiate contracts with third-parties as needed for Corporation business.
  4. It shall ensure that Corporation business does not conflict with Caltech undergraduate students’ interests.
  5. It shall ensure open communication with Caltech alumni, the Caltech undergraduate student body, and Caltech administrators.

SECTION 3. There are no term limits for members of the Board of Directors.

SECTION 4. RESIGNATIONS. Any member of the Board of Directors may resign at any time by giving written notice to the President or Vice President. Any such resignation shall take effect at the time specified therein or, if the time be not specified therein, upon its receipt by the Board of Directors.

SECTION 5. VACANCIES. In the event of a vacancy in the Board of Directors, including any vacancy created by reason of an increase in the number of Directors, any member of the Board may nominate a replacement for consideration. In the event a member of the Board of Directors resigns, the resigning member may nominate a replacement for consideration by the remaining Directors. A nominated candidate shall become a member of the Board of Directors in the nominated position with a simple majority vote of the Board confirming the nomination. The Board may continue doing business as a Board during the vacancy of any Director position.

SECTION 6. REMOVAL. Any Director may be removed, with or without cause, by a two-thirds majority vote of the Directors.

SECTION 7. COMMUNITY LIAISON MEMBERS. Each Community Liaison member shall be a Caltech alumnus or alumna with a graduation year not more than three years earlier than the current academic year. For the purposes of this Section, the academic year starts on the day after graduation and ends on the next graduation day. Each Community Liaison member automatically resigns upon the start of the fourth academic year since his or her graduation from Caltech.

ARTICLE VI: MEETINGS

SECTION 1. The Board of Directors shall meet at least once per year and on an as-needed basis.

SECTION 2. Board of Directors meetings may be called at any time by the President or the Vice President. Notice of any meeting shall be given at least two days before the meeting by written notice. In case of emergency or otherwise urgent situation, the President or Vice President shall prescribe a shorter notice to be personally communicated to each Director at his or her email address, residence, or business address in like manner.

SECTION 3. A quorum shall consist of two-thirds of Directors then in office. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Such actions shall take the form of resolutions and shall be included in the corporate records of the Corporation.

SECTION 4. A Director who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless the Director votes against such action or abstains from voting on such action.

SECTION 5. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. A notice of any adjournment of a meeting of the Board to another time or place shall be given to the Directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Directors.

SECTION 6. In all questions of procedure for which provisions are not made in the Bylaws, the current edition of Robert's Rules of Order shall determine the rule.

SECTION 7. As it is not often practical, necessary, or possible to have in-person meetings, Directors may attend a meeting via real-time telecommunication, by means of which all persons participating in the meeting can hear each other at the same time. Participating by such means shall constitute presence in person at a meeting.  

SECTION 8. Proxy voting shall not be allowed.

ARTICLE VII: FISCAL

SECTION 1. The Treasurer shall propose an annual budget to the Board. The budget shall require a simple majority vote for approval. The Board of Directors may approve additional expenditures and changes to the budget with a simple majority. The Treasurer shall have the primary responsibility to write checks and issue funds. The Vice President and the President may also write checks and issue funds if the Treasurer is unable or the position is vacant.

SECTION 2. The Treasurer shall be responsible for filing all required documentation with governmental agencies, including tax forms. The Treasurer may arrange to hire a certified public accountant to arrange filing tax returns and other fiscally related forms to applicable governmental agencies.

ARTICLE VIII: PUBLICATIONS

SECTION 1. The official publications of this Corporation are:

  1. The Official Website - studentdefenseinitiative.org
  2. The Email Newsletter

SECTION 2. The Secretary shall oversee all official communications and review them prior to release when possible.

ARTICLE IX: AMENDMENTS

SECTION 1. These bylaws may be amended with a two-thirds (2/3) majority vote by the Board of Directors.

ARTICLE X: ADOPTION

SECTION 1. These bylaws shall become operative immediately upon passage.