By-Laws For
Montana Council for Computers In Education, Inc.
Table of Contents
Article Title Page
I. Officers 2
II. Members 2
III. Directors 4
IV. Officers 6
V. Contracts, Loans, Checks, Deposits 7
VI. Fiscal Year 8
VII. Corporate Seal 8
VIII. Waiver of Notice 8
IX. Amendments 8
X. Privileges of Membership 9
By-Laws For
Montana Council For Computers In Education, Inc.
Article I
Officers
The principle office of the corporation in the State of Montana shall be located in Billings, County of Yellowstone. The corporation may have such other offices, either within or without the state of Montana, as the Board of Directors may designate or as the business of the corporation may require from time to time.
Article II
Members
Section 1. Annual Meetings: The annual meeting of the members shall be held each year at the convention of members. Said convention shall be held not later than May 31 of each year beginning with the year September 1, 1983, for the purpose of nomination Directors and/or officers and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings: Special meetings of the coporation prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of not less than fifty percent(50%) of the members of the corporation entitled to vote at the meeting.
Section 3. Place of Meeting: The Board of Directors may designate any place , either within or without the State of Montana unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by fifty percent (50%) of the members entitled to vote at a meeting may designate any place within or without the State of Montana, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Montana.
Section 4. Notice of Meeting: Written notice stating the place, day, and hour of the meeting and, in case of special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered no less than 10 nor more than 45 days before the date of the meeting, either personally, or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears in the membership list of the corporation, with the postage thereon prepaid.
Section 5. Establishing Membership List or Fixing of Record Date: For the purpose of determining members entitled to notice of, or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the Board of Directors of the corporation may provide that the membership list shall be closed for a stated period not to exceed, in any case, 10 days. If the membership list shall be closed for the purpose of determining members entitled to notice of, or to vote at a meeting of members, such books shall be closed for at least 10 days immediately proceeding the matter. In lieu of closing the membership book, the Board of Directors may fix in advance a date as the record date for any such determination of members, such date in any case to be not more than 45 days and, in case of a meeting of members, not less than 10 days prior to the date on which the particular action, requiring such determination of members, is to be taken. If the membership books are not closed and no record date is fixed for the determination of the members entitled to notice, or to vote at a meeting of members, or the date on which notice of the meeting is mailed, or the date on which the resolution of the Board of Directors establishing such meeting is adopted, as the case may be shall be the record date for such determination of the members entitled to vote at any meeting of the members as provided in this section, such determination shall apply to any adjournment thereof.
Section 6. Voting lists: The officer or agent having charge of the membership book for members of the corporation shall make a complete list of the members entitled to vote at each meeting of members or any adjournment thereof, arranged in alphabetical order, with the address of each member. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting for the purpose thereof.
Section 7. Quorum: Ten of the members of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the members. If less than ten of the members entitled to vote are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented , any business may be transacted which might have been transacted at the meeting as originally noticed. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 8. Proxies: At all meetings of members, a member may vote in person or by proxy executed in writing by members or by his/her duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of execution, unless otherwise provided in the proxy.
Section 9. Voting of members: Each regular member entitled to vote shall be entitled to one vote upon each submitted to vote at a meeting of members.
Article III
Directors
Section 1. General Powers: The business and affairs of the corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications: The number of Directors of the corporation shall be not less than 9 nor more than 18. An attempt shall be made to maintain an equitable geographical balance on the Board of Directors on the basis of memberships residence distribution. The balance of the members’ interest shall be consistent with the stated purposes of the Article III of Incorporation.
Tenure of the members of the first Board of Directors shall be established by creating an equal number of one, two, and three year tenured positions which members placements shall be appointed for a one year period upon completion of the initial tenured term stated herein. Replacements of any members of the Board of Directors during the period of initial tenure shall be complete the term of the original tenure established in this paragraph.
Tenure of the members of the succeeding Board of Directors shall be three years tenured positions. Replacements of any members of the Board of Directors during the period of initial tenure shall complete the term of original tenure established in this paragraph.
All members of the Board of Directors must be in good standing. If a director misses two consecutive meetings, said director may be subject to review by the Board of Directors.
Section 3. Election and Term of Office: Nominations for vacancies on the Board of Directors shall be made at the first annual meeting of the membership and Board of Directors. Election shall be held at the annual membership meeting. Each director shall hold office until his/her successor shall have been duly elected and shall have qualified or until his/her death, or until he/she shall resign, or shall have been removed in the manner hereinafter provided.
Section 4. Removal: Any director may be removed by the Board of Directors whenever in its judgement, the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a director shall not of itself create contract rights.
Section 5. Regular Meetings: A regular meeting of the Board of Directors shall be held without other notice than provided by these By-Laws at the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
Section 6. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any four directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.
Section 7. Notice: Notice of any special meeting shall be given at least 10 days previously thereto by written notice delivered personally or mailed to each director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. Any director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 8. Quorum: A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 9. Manner of Acting: 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.
Section 10. Action Without a Meeting: Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting of consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors.
Section 11. Vacancies: Any vacancy occurring in the Board of Directors may filled by the affirmative vote of a majority of the remaining Directors through less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Any directorship to be filled for reason of an increase in the number of Directors may be filled by election by the Board of Directors for an equal number of 1, 2, and 3 year positions.
Section 12. Reimbursement: By resolution of the Board of Directors, each Director may be reimbursed his/her travel, lodging, and food expenses, if any, of attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
Reimbursement and/or compensation to the Directors shall be subject to the provisions of the Articles of Incorporation and the Internal Revenue Code of the United States of America.
Section 13. Presumption of Assent: A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporation matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting, or unless he/she shall file his/her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 14. The Board of Directors: Without limitation on the general powers of the Board of Directors stated in Section 1 of this Article, the Board of Directors shall have the following duties and obligations:
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The Board of Directors will be responsible for setting the course of action
the Organization consistent with established policies and regulations.
(2) The Board of Directors will implement the polices and directive issued by the voting membership, to the best of its abilities to do so.
(3) The Board of Directors is responsible for a procedure for collecting dues, maintaining financial records, and preparing financial reports.
(4) The Board of Directors will establish the budget of the Organizations and authorize expenditure levels.
(5)The Board of Directors will establish operational policies consistent with existing policies set by the voting membership.
(6) The Board of Directors will recommend policies and policy changes to the voting membership.
(7)The Board of Directors will formally recognize task forces, special committees, and sub-groups of the organization and monitor their activities. The Board of Directors will keep minutes of its deliberations and make these available for inspection by any member of the organization.
Article IV
Officers
Section 1. Number: The officers of the corporation shall be a President, a Past-President, a President-Elect, a Secretary and a Treasurer.
Section 2. Election and Term of Office: The officers of the corporation shall be nominated by the membership and Board of Directors through the use of nomination form in the Spring Newsletter. Elections shall be held at the annual membership meeting. The office of President-Elect shall consist of a two-year term. The office of a President shall consist of a two-year term. The office of Past-President shall consist of a two-year term.. The position of President-Elect shall be open for nomination annually. The positions of Secretary and Treasurer shall be open for nomination biannually, each holding office for two-year terms. Each officer shall serve the length of the term above until his/her death, or until he/she shall resign, or shall have been removed in the manner hereinafter provided.
Section 3. Removal: Any officer or agent may be removed by the Board of Directors whenever in its judgement, the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not itself create contract rights.
Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President: The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business as affairs of the corporation. The President shall, when present, preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, on behalf of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties as may be prescribed by the Board of Directors from time to time.
Section 6. Past President and President-Elect: The Past President or President-Elect shall, in the absence of disability of the President, perform duties of the President, and such other duties as the Board of Directors may from time to time deem necessary.
Section 7. Secretary: The Secretary shall keep proper records of all meetings of the members and of the Board of Directors. The Secretary shall give notice of all meetings of members in the manner prescribed by the By-Laws and shall perform all other duties incident to this office. In the event of the disability of the Secretary, the President shall appoint an acting Secretary.
Section 8.Treasurer: The Treasurer shall be the custodian of all the funds, securities, books of account and all other valuable papers of the corporation. The Treasurer shall keep or cause to be kept a set of books of entry, containing in detail the financial transactions of the corporation. The Treasurer may, at the discretion of the Board of Directors, be required to furnish a surety bond for such amount as the Directors may prescribe. The Treasurer shall be responsible for the preparation of such financial reports as the Board of Directors may require. In the event of the disability of the Treasurer, his/her duties shall preformed by the Secretary.
Article V
Contracts, Loans, Checks, and Deposites
Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Loans: No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc: All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation ans in such manner as shall from time to time be determined by resolution by the Board of Directors.
Section 4. Deposits: All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Article VI
Fiscal Year
The fiscal year of the corporation shall end on August 31 and begin on September 1 of each year.
Article VII
Corporate Seal
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, "Corporate Seal".
Article VIII
Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the corporation under the provisions of these By-Laws, or under the provisions of the articles incorporation, or under the provisions of the Montana Business Act, a waiver thereof in writing, signed by the person or persons entitles to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.
Article IX
Amendments
These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.
Article X
Privileges of Membership
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All members claim identical privileges.
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Members shall pay dues as established by the Board of Directors, and only persons that have paid dues according to current established policy shall be considered members at any given time.
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Members shall have the right to vote in election of officers, and in all matters placed before the assembly at any general meeting of the membership or through mailed balloting procedures.
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Members shall have mailing label privileges based on the membership list of the corporation subject to approval of the president.
(d.1) The corporation authorizes use of its mailing list only under the circumstances stated herein. When authorization is given, a set of the mailing labels will be provided for the authorized use only. The corporation does not authorize the use of its mailing list except through the use of mailing labels it provides.
(d.2) A request for use of the mailing list must be approved by one of the following three Mailing Label Approval Levels (MLAL).
Level One: President.
Level Two: A three person committee consisting of the President and two additional members of the Board of Directors appointed by the President.
Level Three: The Board of Directors.
(d.3) Use of the mailing list will be authorized only when an MLAL decides that the purpose of the mailing is consistent with the goals, objectives, and activities of the corporation.
(d.4) If a MLAL does not feel comfortable in making a mailing label decision; it will pass the decision on the next higher numbered MLAL, with the Board of Directors being the highest level.
(d.5) If a person or agency requesting the usage of the mailing list is dissatisfied with the decision reached by an MLAL, it may appeal the decision to the next higher MLAL with the Board of Directors having the final authority.
(d.6) If the mailing labels are to be used for a corporation activity, the mailing labels are provided free of charge. The Board of Directors will determine the charges for any other uses.
(d.7) The Board of Directors will monitor frequency or usage of mailing labels and prohibit usage if the privilege is abused.
(d.8) The President will process a request that has been approved by an MLAL and deliver the printed label to the requesting party.
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Secretary