Welcome to the MBA Council of Houston - Our Updated Charter

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Our Updated Charter

MBA Council of Houston updated charter is effective January 1, 2009.

Article I – Name and Purpose

Section 1. Name – The Council is incorporated as the MBA Council of Houston ("MBACH").

Section 2. Purpose – The purpose of the MBACH is to provide a networking forum for Houston-based MBA alumni so they can:
• Develop business relationships and opportunities
• Exchange views, experiences, expertise, and knowledge
• Identify, discuss, and pursue common interests regarding their activities
• Discuss common problems among the constituent alumni groups
• Give back to the community through charitable effort

Section 3. Operating Year – The Operating Year of the MBACH shall begin on July 1 of each calendar year and continue through June 30 of the succeeding calendar year.


Article II – Membership

Section 1. Member Schools – Listed on the website at http://www.mbach.org

Section 2. Eligible Schools – The Houston-area alumni group of any recognized graduate business school can become an Eligible School by petitioning the Board at any time.  To be considered for membership, Eligible Schools must have a history of meeting the commitments of Participating Schools for a 6 month period.  The Board may invite any Eligible School to become a Member School at any Board meeting.  Support from 2 officers and 50% of Participating Schools is required. 

Section 3. Participating Schools – This includes both the Member Schools and Eligible Schools.  The designated representative of all Participating Schools will have a seat on the Board in either a voting (Director) or ex officio (Representative) position.  Additionally, Participating Schools must name a primary and backup representative to the Board; at least one representative must attend each Board meeting.  Participating Schools must lead or co-lead one Event every Operating Year and ensure representation at more than 75% of Board meetings.

Section 4. Participants – Houston area individuals who have completed a Master of Business Administration degree ("MBA") or be within 6 months of completing their MBA.  There shall be no fees or dues required for membership.

Section 5.  Nominations and Elections of Members – A Director may nominate as an Officer candidate him or herself or any other Director who meets the qualifications for office.  Elections will be held for President Elect, Director of Finance, and Director of Communications at the final board meeting of the Operating Year.  At this meeting, the President Elect shall assume the role of President unless a majority of Directors disagree.  In that case, an election will be held for President. 

Section 6.  Removal of Board Directors or Officer or Participating School – By a two-thirds majority of Directors, the Board may remove any Director or Officer or Participating School of the MBACH, provided that the person or representative of the Participating School in question gets an open forum to address the Board.  Any Participating School that has been removed can petition for reinstatement six (6) months from the date of removal. 


Article III – MBACH Board

Section 1. Membership and Terms of Office – The Board shall be composed of Directors with full voting rights, one each from different schools in good standing, as follows:
• The President, whose term of office shall be for one (1) Operating Year;
• The President Elect, whose term of office shall be for one (1) Operating Year; 
• The Director of Communications, whose term of office shall be for one (1) Operating Year;
• The Director of Finance, whose term of office shall be for one (1) Operating Year;
• The Past President, whose term of office shall be for one (1) Operating Year;
• One (1) additional Director from each of the Member Schools that is not already represented on the Board. 

Section 2. Ex Officio Board Representatives – Any Participating School whose representative is not a Director shall be designated an ex officio, non-voting Representative of the Board. 

Section 3.   Duties of the Board – The Board shall manage, direct, control, and administer the property, affairs, and business of the MBACH; shall be responsible for all financial matters of the MBACH; shall determine and set all matters of policy for the MBACH; shall elect its Officers; and shall act for and on behalf of the MBACH in all matters within jurisdiction of the Board.  Directors are expected to attend all meetings of the MBACH Board and their respective assigned Committees, and to support Board-sponsored events and activities. 

Section 4.   Vacancies – Vacancies in Board membership that occur shall be filled by the appointment of replacements from the local alumni group of the Participating Schools. 


Article IV – Officers

Section 1. President – The President of the Board shall be an active member of the Board who has previously, at any time, served as an officer.  He/she shall be chief executive officer of the MBACH.  He/she shall perform all the duties that are required of him/her under this Charter, such duties delegated to him/her by the Board and such duties that are usual and incidental to this office.  If at any time, the MBACH has an even number of Member Schools, the President’s vote shall count as two votes in any matter decided by the Board.  In the event of the President’s absence, disability, resignation, or inability to serve, the President Elect shall assume the duties of the President for the remainder of the term.

Section 2. President Elect – The President Elect of the Board shall be an active member of the Board who has previously, at any time, served as an officer or an event chairperson.  He/she shall be chief operating officer of the MBACH.  The President Elect will have such duties as assigned by the President or the Board, including chair of the Events Committee.  He/she shall during the term as President Elect familiarize him or herself with the duties and operations of the office of President in order to prepare him or herself to fulfill the office in the future.  In the event of the President Elect’s disability, resignation, or inability to serve, a special election shall be held within thirty (30) days to fill the position.

Section 3. Director of Finance – The Director of Finance of the Board shall be an active member of the Board and will have such duties as assigned by the President or the Board, including managing all the finances of the organization.  He/she shall be chief financial officer of the MBACH.  This includes stewardship of the bank account, responsibility for tax reporting, creation of an annual budget, and any other financial matters.  In the event of the Director of Finance’s disability, resignation, or inability to serve, a special election shall be held within thirty (30) days to fill the position.

Section 4. Director of Communications – The Director of Communications of the Board shall be an active member of the Board and will have such duties as assigned by the President or the Board, including preparation of Board packages for each Board meeting.  He/she shall be chief information officer and chief marketing officer.  In the event of the Director of Communications’s disability, resignation, or inability to serve, a special election shall be held within thirty (30) days to fill the position.

Section 5.  Past President – The Past President shall be an active member of the Board.  The Past President will have such duties as assigned by the President or the Board.  The Past President shall lead a re-validation of the Charter once each Operating Year.  Until such time as special elections are held, the Past President shall assume the duties of the President or President Elect in the event of the respective Officer's absence, disability, resignation or inability to serve.   In the event of the Past President’s disability, resignation, or inability to serve, the position will remain open until the next Presidential election.


Article V – Changes to the Charter

Section 1.   Overview - Charter shall be enacted by the Board to govern operating procedures for the MBACH and other matters not regulated by the Constitution of the MBACH.

Section 2.   Approval – Charter may be adopted, repealed, altered, or amended by a concurring vote of a 2/3   majority of the members of the Board of the MBACH.  The Past President will send a notice containing a copy of the proposed amendment, the purpose of the amendment, the reason for the change, and a ballot to every Board member at least thirty (30) days prior to the date the proposed amendments are to take effect.  Voting by mail or email shall be allowed on such amendments.  

Article VI – Finances

Section 1.   Fiscal Year – The fiscal year of the MBACH shall be co-terminus with the Operating Year.

Section 2. Annual Participating School Contribution – Each Participating School shall contribute $250 to the MBACH to be billed by the Director of Finance during the first month of the operating year.  For MBACH Sponsored Events, the Participating School that leads or co-leads the Event may elect to apply residual profits from the event to the annual Participating School Contribution. 

Section 3.   Expenditures – All MBACH expenditures shall be approved by a majority of the Board and paid by the Director of Finance.  Committee Chairs shall be delegated authority to approve up to $500.  Any Board member shall be delegated authority to approve up to $200. 

Section 4. Excess Operating Funds – Defined as 20% of cash available, where cash available shall not be less than $3,000. 

Section 5. Banking – The Director of Finance shall establish and maintain a checking account at a local bank.  Both the President and Director of Finance shall be signatories on the account. 

Section 6.  Post Office Box – The Director of Finance shall establish and maintain a post office box for MBACH communications. 


Article VII – Events

Section 1.   Events – The MBACH shall endeavor to hold at least four (4) MBACH events per year and as many MBACH Sponsored and MBACH Marketed events as proposed. 

Section 2. Event Lead – Each Event will have an Event Lead, who will be a Board member or representative named by a member of the Board.  The Event lead will assume the following responsibilities:
• Interface with the guest speaker, if applicable
• Research event sites
• Create a business plan and marketing strategy
• Execute the event
• Communicate status and issues to the Events Committee
• Act as single point of accountability for any expenditure request or communication to the Board. 

Section 3.  Event Finances – Each Event will be designed to break even.  Any cost overrun in excess of $500 must be approved by a majority of the Board. 

Section 4.  MBACH Event – An MBACH led, funded, and sponsored Event. These events are the cornerstone of the MBACH mission and as such should be the primary focus of the Events Committee.

Section 5.  MBACH Sponsored Events –An Event where MBACH is a sponsor that includes some of the financial responsibility.  First $200 of profits shall go toward Member School’s Membership dues.  Residual profits shared per % contribution of costs. 

Section 6. MBACH Marketed Event –Any Event where MBACH supports the marketing of the Event and members of the Board may help plan or execute the event, but has no financial responsibility.  First $200 of profits shall go toward Member School’s Membership dues.  Residual profits shared evenly with all organizations that participated in the marketing of the event. 

Section 2. MBACH Charity Event – The founders of the MBACH have deemed charitable causes vital to our organization’s mission.  Accordingly, best efforts will be made to have two (2) charity-related events each Operating Year.  The first event will offer Participants the opportunity to volunteer in a forum or event chosen by the MBACH Officers for its a) value to the community; b) connection to MBACH’s core mission; and c) impact on the education prospects of Houston’s less advantaged residents. The second event will raise money for a charity chosen by MBACH with strong preference given to those that are Houston-based and where our funds have the largest impact.  At this event, any Excess Operating Funds shall be gifted to the chosen charity.


Article VIII – Meetings

Section 1. Regular Board Meetings - The Board will meet approximately monthly during the operating year, at discretion of the President.  The Board will determine the meeting schedule during its first meeting at the beginning of the Operating Year.  Meetings will generally be held on the second Monday of each month at 6:30 p.m. at a designated location.  It is expected that Directors attend every meeting in person or by proxy.  Ex officio Representatives are also highly encouraged to attend Board meetings.

Section 2. Special Board Meetings – A special meeting of the Board shall be held if a call for such meeting, stating its purpose, is made by the President, or is requested by one-third of the members of the Board. 

Section 3. Voting – Even though individual Member Schools can send more than one of their members to sit on the MBACH Board, each Member School shall only get one (1) vote on any matter decided by the Board.  If two or more members from the same school cannot concur, each individual will then cast a fractional vote (defined as 1 divided by the number of representatives from that school).

Section 4.   Quorum – At any meeting of the Board, attendance by one-half of its members shall constitute a quorum.  For the purposes of determining the quorum, members will be considered in attendance if attending the meeting in person, by proxy, by telephone, by videoconference, or by other electronic means.


Article IX – Communication

Section 1.  12 Month Plan – The Leadership Committee will develop a 12 Month Plan at the beginning of the Operating Year and put the 12 Month Plan forward for Board approval at the first Board meeting in the Operating Year.  Status updates towards this 12 Month Plan will be provided at each Board meeting. 

Section 2. Website – MBACH will maintain a web presence at http://www.mbach.org, which will list all events. 

Section 3. Newsletter – MBACH will publish a periodic newsletter to all Participating Schools and Participants who have registered with the website to be kept up to date with MBACH events.  

Section 4. Other Media – Other media will be leveraged as appropriate to achieve the Purpose of MBACH. 


Article X – Committees

Section 1.   Leadership Committee – The Officers shall chair the Leadership Committee.  The Leadership Committee provides operational oversight for Article I and is responsible for developing and managing to the 12 Month Plan. 

Section 2.   Membership Committee – The President shall chair the Membership Committee, which provides operational oversight for Articles II, III and IV. 

Section 3.  Events Committee – The President Elect shall chair the Events Committee, which provides operational oversight for Article VII.  The Events Committee shall include at least 3 other members of the Board.  If the Events Committee does not have full participation, the President shall appoint Board members to the Events Committee. 

Section 4.  Operations Committee – The Director of Finance and Director of Communications shall co-chair the Operations Committee, which provides operational oversight for Articles V, VI, VIII and IX.