Bylaws of the Enneagram Association in the Narrative Tradition, a Delaware Corporation
The purpose of the Association is to promote the teaching of the Enneagram System of Personality Types in a manner that meets high standards of both competency and ethics, to enhance communication and networking among its membership; to support the continuing personal and professional development of its members; to provide educational programs and materials such as conferences, workshops, newsletters and other means to be determined by the Members or the Board of Directors' and through a scholarship program, to pay expenses of attendance at conferences, workshops, seminars and other forms of education about the Enneagram for persons whose personal finances are insufficient to pay their own expenses of such attendance.
The principal office of the Association shall be located at the mailing address in the city and state of the President of the Association.
Section 1 - Definition of Members: Members are those persons who have participated in at least one session of the Enneagram Professional Training Program and who are current with their annual dues to the Association.
Section 2 - Annual Meetings: The annual meeting of the members of the Association shall be held each year between may 1 and September 30, at the time to be announced at the annual conference of the members of the Association, for the purpose of election directors, and transacting such other business as may properly come before the meeting.
Section 3 - Special Meetings: Special meetings of the members may be called at any time by the Board, the President, or by twenty-five percent (25%) of the members.
Section 4 - Place of Meetings: All meeting of members shall be held at the place of the annual conference of the Association, or at such other places as the Board shall designate.
Section 5 - Notice of Meetings: Written or printed notice stating the place, day, and hour of the annual meeting shall be stated in the written announcement of the annual conference of the Association, and in the case of a special meeting, the purpose of the meeting, shall be delivered by mail. Notice shall be given to each Member of record. If mailed, such notice shall be deemed to have been delivered when deposited in the United States Mail with postage paid and addressed to the member at his or her address a sit appears on the records of the Association.
Section 6 - Quorum: Except as otherwise provided by Statute or the Certificate of Incorporation, the presence of no less that one-fourth of the members shall constitute a quorum for the transaction of any business, If any member leaves after the commencement of a meeting, this shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.
Section 7 - Voting: Except as otherwise provided by Statute or by the Certification of Incorporation, any association action, to be taken by vote of the members, shall be authorized by a majority of mates cast at meetings, At each meeting of members, each member shall be entitled to one vote.
Section 1 - Number, Election and Term of Office: The number of directors of the association shall be five (5). This number may be increase or decreased by the amendment of these bylaws by the Board, but shall in no case be less that five (5) directors. The members of the Board shall be elected by a majority of the votes cast at a meeting of members entitled to vote in the election. Each director shall hold office for three years. In the instance of the President elect, the three years limit is the sum of time served in the two offices, In the initial composition of the Board, the President will serve one year as President and one year as a Board member. Thereafter, the total term of membership in the two offices shall be one year as President Elect and two years as President. In order to provide for there to be Board members with experience on the Board at all times, the terms of the members of the initial Board shall be staggered. The terms of the members of the initial Board, other than the President, shall be three years for the President Elect, and three and two years for the other members, At the expiration of the terms of the initial Board members, the terms of Board members shall be three years.
Section 2 - Vacancies: Any vacancy in the Board shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less that a quorum, at any regular meeting or special meeting of the Board called for that purpose. Any such director so elected may be replaced by the members at a regular or special meeting of the Members.
Section 3 - Duties and Powers: The Board shall be responsible for the control and management of the affairs, property and interests of the Association, and may exercise all powers of the Association, except as limited by statutes.
Section 4 - Annual Meetings: An annual meeting of the Board shall be held immediately following the annual meeting of the members, at the place of such annual meeting of members. The Board form time to time, may provide by resolution for the holding of other meetings of the Board, and may fix the time and place thereof.
Section 5 - Special Meetings: Special meetings of the Board shall be held whenever called by the President or by one of the directions, at such time and place as may be specified in the respective notice.
Section 6 - Notice: Notice of any special meeting shall be given at least (10) days prior thereto by written notice delivered personally, by mail or by e-mail to each Director at his address. I mailed, such notice shall be deemed to be delivered when deposited in the United States Mail with postage prepaid, If e-mailed, the notice shall be deemed to be delivered when mailed on the internet from the senders e-mail address.
Section 7 - President: The Board shall appoint the President Elect to the position of President at the conclusion of the outgoing President's term. At all meetings of the Beard, the President of the Board shall preside. If there is no President, or he is absent, then the President Elect shall preside.
Section 8 - Nominating Committee: The Nomination Committee shall be composed of the members of the Advisory Board and the Board members whose terms are not expiring. The Nominating Committee will present a slate of candidates to the members at the annual meeting of the Association.
Section 9 - Quorum and Adjournments: At all meetings of the Board, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transactions of business, except as otherwise provided by law, the Certificate of Incorporation, or by these bylaws. A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.
Section 10 - Board Action: At all meetings of the Board, each director present shall have one vote. Except as otherwise provided by Statute, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. Any action authorized, in writing, by all of the Directors entitled to vote thereon and filed with the minutes of the Association, shall be the act of the Board with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board. Any action taken by the Board may be taken without a meeting if agreed to in writing by all members before or after the action is taken and if a record of such action is filed in the minute book.
Section 11 - Telephone Meetings: Directors may participate in meetings of the Board through use of a telephone if such can be arranged so that all Board members can hear all other members. The use of a telephone for participation shall constitute presence in person.
Section 12 - Resignation and Removal: Any director may resign at any time by giving written notice to the President or Secretary of the Association. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of by such officer, and the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed, with or without cause, at any time by the affirmative vote of two-thirds of the members of record.
Section 13 - Compensation: No salary shall be paid to Directors for their services.
Section 1 - Number, Qualification, Election and Terms: The officers of the Association shall consist of a President, a President Elect, a Secretary, and a Treasurer. The officers of the Association shall be elected by the Board at the regular annual meeting of the Board, except the President, who will have been the immediately preceding President Elect. Each officer shall hold office until the annual meeting of the Board at which time his term expired, or until his death, resignation or removal.
Section 2 - Resignation and Removal: Any officer may resign at any time by giving written notice of such resignation to the President or the Secretary of the Association, or to a member of the Board. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board member of by such officer, and the acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed either with or without cause, and a successor elected by a majority vote of the Board at any time.
Section 3 - Vacancies: A vacancy in any office may a any time be filled for the unexpired portion of the term by a majority of the board.
Section 4 - Duties of Officers: Officers of the Association shall, unless otherwise provided by the board, each have such powers and duties as generally pertian to their respective offices as well as such powers and duties as may be from time tot time be specifically decided by the Board. The President shall be the chief executive officer of the Association.
Section 5 - Delegation of Duties: In the absence or disability of any Officer of the Association, or for any other reason deemed sufficient by the Board of Directors, the Board may delegate his powers or duties to any other officer of to any other Director.
Section 1 - Advisory Board: There is hereby established an Advisory Board who shall provide advice and consultation tot he Board at its own initiative or at the request of the Board, on such matters that may come to the attention of the Association form time to time. The Advisory Board is composed of two members, Helen Palmer and David Daniels, MD.
Section 2 - Steering Committee: The Board of Directors shall designate a Steering Committee and one or more other committees as needed. Such committees shall have such functions, and may exercise such power of the Board of Directors as can be lawfully delegated, and to the extent provided in the resolution or resolutions creating such committee or committees. Meetings of the committees may be held without notice at such time and at such places determined by the committees. The committees of the Association shall make periodic reports tot he Board as required by the Board or at the discretion of the committees. The President of the Board shall serve a chairperson of the Steering Committee. All other Board Members shall be members of the Steering Committee. To the greatest extent possible, the composition of the Steering Committee shall include representation of each of the nine personality types of the Enneagram, and be representative of the geographic diversity of the members of the Association.
Section 1 - Annual Report: The Association shall provide an annual report verbally presented by the President at the annual conference of the Association. Such report shall include a statement communicating the true fiscal condition of the Association based upon the books of the Association and in conformity with generally accepted accounting principles.
Section 2 - Permanent Records: The Association shall keep current and correct records of the accounts, minutes of the meetings and proceedings and membership records of the Association. Such records shall be kept by the Secretary of the Association. Any such records shall be in written form or in a form capable of being converted into written form.
Section 3 - Inspection of Association Records: Any person who is a member of the Association shall have the right at any reasonable time, and on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of the Association.
The fiscal year of the Association shall be the period selected by the Board of Directors as the tax year of the Association for federal income tax purposes.
The Board of Directors may adopt, use and modify an Association seal. Failure to affix the seal to Association documents shall not affect the validity of such document.
The Certificate of Incorporation may be amended by the members. These bylaws may be altered, amended, or replaced by the Board of Directors.
Any officer, directors or employee of the Association shall be indemnified to the full extent required by the laws of the State Delaware.
Certified to be the bylaws of the Association adopted by the Board of Directors on September 25, 1998.
Kit Snyder – Secretary
At the November 23, 1999 meeting of the Executive Board, the bylaws were amended as follows:
1. It was agreed that the Advisory Board would include past presidents and would not exceed a maximum of 10 members;
2. It was also agreed that the Executive Board/Board of Directors would consist of a maximum of 7 members.
Kit Snyder, Secretary Association of Enneagram Teachers in the Narrative Tradition, January 24, 2000
At the May 14, 2001 meeting of the Executive Board the bylaws were amended as follows:
It was agreed that the Board of Directors would consist of a maximum of 9 members.
Nancy Anderson, Secretary Association of Enneagram Teachers in the Narrative Tradition, December 31, 2001
At the July 16, 2001 meeting of the Executive Board, the bylaws were amended as follows:
Article III, Section 6 shall read "Except as otherwise provided by Statute or the Certificate of Incorporation, the presence of no less than 15 of the members shall constitute a quorum for the transaction of business. If any member leaves after the commencement of a meeting, this shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.”
Nancy Anderson, Secretary Association of Enneagram Teachers in the Narrative Tradition, December 31, 2001
At the August 20, 2001 meeting of the Executive Board, the bylaws were amended as follows:
Article 6, Section 2 shall read: "The Board of Directors shall designate committees as needed. Such committees shall have such functions, and may exercise such power of the Board of Directors as can be lawfully delegated, and to the extent provided in the resolution or resolutions creating such committee or committees. Meetings of the committees may be held without notice at such time and at such places determined by the committees. The committees of the Association shall make periodic reports to the Board as required by the Board or at the discretion of the committees.”
Nancy Anderson, Secretary Association of Enneagram Teachers in the Narrative Tradition, December 31, 2001
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