By Laws of Computer Using Educators, Inc.
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ARTICLE I: PURPOSE
ARTICLE II: OFFICES
ARTICLE III: MEMBERSHIPS
ARTICLE IV: ORGANIZATIONAL MEMBERSHIPS
ARTICLE V: MEETINGS OF MEMBERS
ARTICLE VI: DIRECTORS
ARTICLE VII: OFFICERS
ARTICLE VIII: EMPLOYED STAFF
ARTICLE IX: COMMITTEES
ARTICLE X: INDEMNIFICATION
ARTICLE XI: MISCELLANEOUS
ARTICLE XII: AMENDMENTS
ARTICLE XIII: PARLIAMENTARY AUTHORITY
A California Corporation
ARTICLE I: PURPOSE
The purposes of this corporation, as stated in its Articles of Incorporation, are exclusively charitable and educational and solely in the furtherance thereof:
The purposes of the corporation are to promote the development and growth in the use of computer and other technologies in education and to promote the professional growth of its members and all fellow educators, and, in furtherance thereof, to make a substantial contribution toward developing and providing information, materials, and software applications to all interested persons, and to sustain these efforts through the continuation of a non-profit corporation.
The property of the corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of the affiliate shall ever inure to the benefit of any Director, officer, or member thereof or to the benefit of any private person.
No substantial part of the activities of the organization shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and that the organization shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE II: OFFICES
The corporation shall maintain a principal office within the State of
California and an agent at such office, and may have other offices
within the state as designated by the Board of Directors (Board).
ARTICLE III: MEMBERSHIPS
3.1 QUALIFICATIONS. Any individual, institution, organization or
corporation interested in the stated purposes of the corporation.
3.2 ADMISSION. Application in writing and payment of annual dues to the corporation.
3.3 DUES. The annual dues payable to the corporation by members shall
be in such amount as may be determined from time to time by resolution
of the Computer-Using Educators, Inc. (CUE, Inc.), Board of Directors.
Dues shall become due and payable at the expiration date fixed by CUE,
Inc., at the time of membership and anniversaries thereof.
3.4 ASSESSMENTS. Memberships shall be non-assessable.
3.5 CERTIFICATES. The corporation may issue annual certificates of
membership if so authorized by resolution of the Board of Directors.
3.6 NUMBER OF MEMBERS. There is no limit on the number of members the corporation may admit.
3.7 MEMBERSHIP RECORDS. The corporation shall keep a membership record
containing the name and address of each member. Such records shall be
kept at the corporation's principal office, and shall be available for
inspection by any Director or member of the corporation at any
reasonable time.
3.8 NONLIABILITY OF MEMBERS. No member of this corporation shall be
personally liable for the debts, liabilities, or obligations of the
corporation.
3.9 TRANSFERABILITY OF MEMBERSHIP. Membership in the corporation is non-transferable and non-assignable.
3.10 TERMINATION OF MEMBERSHIP. A membership shall terminate on occurrence of any of the following events:
3.10a Resignation of the member, on reasonable notice to the corporation;
3.10b Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board;
3.10c Failure of the member to pay dues, fees, or assessments as set by
the Board within 30 days after they become due and payable;
3.10d Occurrence of any event that renders the member ineligible for
membership, or failure to satisfy membership qualifications; or
3.10e Expulsion of the member based upon the good faith determination
by the Board, or a committee or person authorized by the Board to make
such determination, that the member has failed in a material and
serious degree to observe the rules of conduct of the corporation, or
has engaged in conduct materially and seriously prejudicial to the
purposes and interests of the corporation.
ARTICLE IV: ORGANIZATIONAL MEMBERSHIPS
4.1 CATEGORY OF ORGANIZATION.
4.1a SIG: Special Interest Groups (SIGs) of members
may be formed and apply for SIG status within the corporation.
4.1b Regional groups of members may be formed and apply for affiliate status within the corporation.
4.1c Established regional dues-collecting group of
members may apply for associate status within the corporation,
resulting in joint membership for all members of the group.
4.2 DEFINITIONS AND QUALIFICATIONS.
4.2a SIG: Any group of members of the corporation
with a common interest. A SIG will operate within the general structure
of the corporation, with an elected governing body and with recognition
by CUE, Inc. Board of Directors. A SIG may not charge members
additional dues.
4.2b Affiliate: Any group of members of the
corporation, from a general geographic area of sufficient size and
organizational strength to operate as a semi-autonomous group, which
qualifies for tax-exempt status, and has an elected governing body, and
recognition by the Board of Directors. An Affiliate may not
charge members additional dues.
4.2c Associate: Any established regional
dues-collecting group of CUE members from a general geographic area of
sufficient size and organizational strength to operate as a
semi-autonomous group, which qualifies for tax-exempt status, and has an
elected governing body and recognition by the Board of Directors.
Unlike an affiliate, an associate may charge members additional dues
and consequently does not receive a share of CUE membership dues and
certain other benefits granted to affiliates.
4.3 ADMISSION. Application in writing for SIG,
affiliate or associate status shall be submitted as required and
approved by majority vote of Board of Directors.
4.4 DUES AND FEES.
4.4a No group fees will be paid by an Affiliate or SIG to the corporation.
4.4b A portion, to be determined by the Board of
Directors, of the corporation dues of members indicating membership in
a recognized affiliate shall be returned to that affiliate.
4.5 NUMBER. There is no limit to the number of Affiliates, Associates and SIGs the corporation may admit.
4.6 MEMBERSHIP RECORDS. The corporation shall keep a
record of SIGs, affiliates and associates, containing the names and
addresses of each group and its officers. Such records shall be kept at
the corporation's principal office, and shall be available for
inspection by any Director or member of the corporation at any
reasonable time.
4.7 NONLIABILITY OF ORGANIZATIONS. No organization
which is an Affiliate, Associate or SIG of this corporation shall be
liable for the debts, liabilities, or obligations of the corporation.
The corporation shall not be held liable for the debts, liabilities, or
obligations of SIGs or affiliates, except as assumed by the Board of
Directors.
4.8 TRANSFERABILITY OF SIG OR AFFILIATE STATUS.
Organizational status in the corporation is nontransferable and
non-assignable.
4.9 TERMINATION OF SIG OR AFFILIATE STATUS. A SIG's,
affiliate's or associate's relation with the corporation may be
terminated by a majority vote of the Board of Directors of CUE, Inc.
4.9a Consideration for termination can be initiated
by either the Board of Directors of CUE, Inc., or by formal written
request by members of an affiliate, associate or SIG.
4.9b Requests for consideration of termination shall be delivered to the Board of Directors of CUE, Inc.
4.9c Notice of consideration of such action shall be
forwarded immediately to the organizers or officers of SIG, affiliate
or associate, and in a timely manner to all members of Computer-Using
Educators, Inc.
4.10 REMOVAL AND APPOINTMENT OF AFFILIATE OFFICERS OR
SIG ORGANIZERS. In order to support the reinvigoration of inactive CUE
affiliates or SIGs, the CUE, Inc. Board of Directors may, by a
two-thirds vote, remove affiliate board members or SIG leaders.
Further, they may appoint new affiliate board members or SIG leaders.
4.10a Prior to an affiliate or SIG being declared inactive by CUE,
Inc., CUE staff, board members and Affiliate Leadership Committee
volunteers will make every attempt to provide the group's leadership
with information, resources, and assistance to maintain activity
through existing leadership structures.
4.10b In the case of Affiliates, inactivity shall be evidenced by two
or more of the following observed behaviors over the course of any
academic calendar year:
1) Lack of communication with affiliate members and/or CUE, Inc. staff,
2) Failure to submit yearly tax information to CUE, Inc. in a timely fashion,
3) Failure to hold regularly announced affiliate board meetings and/or membership meetings
4) Failure to update the affiliate web site, or maintain a web presence,
5) Non-participation in CUE Inc. activities
4.10c In the case of SIGs, inactivity shall be evidenced by two or more
of the following observed behaviors over the course of any academic
calendar year:
1) Lack of communication with SIG members and/or CUE, Inc. staff,
2) Failure to hold regularly announced SIG meetings,
3) Non-participation in CUE Inc. activities
4.10d Notice of consideration of such action shall be forwarded
immediately to the officers of affiliate or SIG leaders, and in a
timely manner to all members of the affiliate or SIG in question.
4.10e When voting to remove affiliate officers, the CUE Board of
Directors shall also appoint a similar number of officers to take their
place, as dictated by that affiliate's by-laws. In the case of a SIG, a
minimum of two new leaders should be placed to ensure a solid
foundation for the SIG's new leadership. New officers must be members
in good standing of CUE and of the affiliate or SIG in question. Formal
notice of the board's action shall be communicated in writing to both
outgoing and incoming officers and support an effective transition
between them. Outgoing officers will transfer all affiliate banking and
financial documents to newly appointed officers within 30 days.
ARTICLE V: MEETINGS OF MEMBERS
5.1 PLACE. Meetings of members shall be held at the principal office of
the corporation or at such other place or places within the State of
California as may be designated from time to time by a resolution of
the Board of Directors.
5.2 ANNUAL MEETING. The Annual Meeting of the membership shall be held
before the first day of November each year, or at such other time and
place as the Board shall select.
5.3 SPECIAL MEETINGS. Special meetings of the membership shall be
called by a majority of the Board of Directors or by the President of
the corporation and shall be held at a designated place.
5.4 NOTICE. Written notice of any membership meeting shall be given at
least 14 days in advance to all current members of the corporation at
the address shown in the organization's records. If mailed, notice
shall be deemed delivered when deposited in the United States mail and
postage prepaid. Notice shall specify the place, the day, and the hour
of the meeting and the general nature of the business to be transacted.
A special meeting called by any person (other than the Board) entitled
to call a meeting shall be called by written request, specifying the
general nature of the business proposed to be transacted, and be
submitted to the president of the Board or the vice president or the
secretary of the corporation. The officer receiving the request shall
cause notice to be given promptly to the members entitled to vote,
stating that a meeting will be held at a specific time and date fixed
by the Board, provided, however, that the meeting date shall be at
least 35 but no more than 90 days after the receipt of the request. If
the notice is not given within 20 days after the request is received,
the person or persons requesting the meeting may give the notice.
Nothing in this Section shall be construed as limiting, fixing, or
affecting the time at which a meeting of the members may be held when
the meeting is called by the Board.
5.5 QUORUM. Ten percent (10%) of the membership shall constitute a
quorum for the transaction of business, provided that if less than ten
percent (10%) of the membership are present at any meeting, a majority
of members present may adjourn the meeting to another time without
further notice. However, if any regular or annual meeting is actually
attended in person by less than one third of the voting power, the only
matters that may be voted on are those of which notice of their general
nature was given under Section 5.4
5.6 LOSS OF QUORUM. The members present at a duly called or held
meeting at which a quorum is initially present may continue to do
business until adjournment even if the withdrawal of members leaves
less than a quorum.
5.7 VOTING.
5.7a Each voting member is entitled to one (1) vote on each matter
submitted to a vote of the members. Voting at duly held meetings shall
be by voice vote.
5.7b Members shall not be permitted to vote or act by proxy, or in absentia.
5.8 CONDUCT OF MEETINGS.
5.8a Meetings of members shall be presided over by the President of the
corporation or, in his/her absence, by the Vice President/Treasurer or,
in the absence of both, by a Chairperson chosen by the majority of the
members present. The Secretary of the corporation shall act as
Secretary of all meetings, provided that in his/her absence the
presiding officer shall appoint another person to act as Secretary of
the meeting.
5.8b Meetings shall be governed by Robert's Rules of Order, as such
rules may be revised from time to time, insofar as such rules are not
inconsistent with or in conflict with the bylaws, with the Articles of
Incorporation of this corporation, or with the law.
ARTICLE VI: DIRECTORS
6.1 GENERAL POWERS. The affairs of the organization shall be managed by its Board of Directors (Board).
6.2 NUMBER, ELECTION, AND TERM OF OFFICE. The number of directors shall
be not less than five (5). Beginning with the 1987 election and
extending for a period of no more than three years, Directors will be
elected for two or three year terms. Thereafter one-third of the Board
of Directors shall be elected annually for a term of three years and
until successors shall have been elected. All directors, with the
exception of directors appointed as described in Section 6.12, shall be
elected at a regular or special meeting or by written ballot of the
members. Each such director, including a director elected or appointed
to fill a vacancy, shall hold office until expiration of the term for
which elected and until a successor has been elected and qualified.
6.3 QUALIFICATIONS.
6.3a Must be an active member of the corporation in good standing.
6.3b Must actively support the purpose of the corporation as listed in the preamble.
6.4 REMOVAL OR IMPEACHMENT. A Director may be removed from the Board by
a vote of not less than 2/3 of the Board of Directors. The vote must be
taken at a duly published meeting of the Board of Directors.
6.5 REGULAR MEETINGS. A regular annual meeting of the Board shall be
held each year without notice other than these bylaws, in the month of
July at the principal office of the corporation, or at such other time
and place as the Board shall select. The Board shall provide by
resolution for the holding of additional regular meetings which may be
held without notice other than by such resolution. The Board shall meet
at least once each calendar quarter.
6.6 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the President or any two (2) directors and such meetings
shall be held at the time, place, and hour designated by the person or
persons calling the meeting.
6.7 NOTICE. Written notice of any special meeting shall be given to
each director at least 72 hours in advance at the director's address
shown in the corporation's records. If mailed, notice shall be deemed
delivered when deposited in the United States mail, postage prepaid, in
a sealed addressed envelope. Notice of any special meeting may be
waived in writing signed either before or after the meeting by the
persons entitled to notice. The attendance of a director at any meeting
shall waive notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of
business because the meeting is not lawfully called. The business to be
transacted at, or the purpose of, any regular or special meeting need
not be specified in the notice or waiver of notice of such meeting,
unless specifically required by law or by these bylaws. A meeting
attended by all directors of the organization shall be a valid meeting
without notice.
6.8 QUORUM. A simple majority of the directors shall constitute a
quorum for the transaction of business, provided that if less than a
simple majority of the directors are present at any meeting, a majority
of directors present may adjourn the meeting to another time without
further notice.
6.9 MANNER OF ACTING. The act of a majority of directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by statute,
or by the bylaws.
6.10 INFORMAL ACTION BY DIRECTORS. Any action required to be taken, or
which may be taken, at a meeting of directors, may be taken without a
meeting if a written consent setting forth the action taken, is signed
by all of the directors entitled to vote with respect to the action.
6.11 CONFLICT OF INTEREST. Any possible conflict of interest on the
part of a director shall be disclosed to the Board of Directors. When
any such interest becomes a matter of Board Action, such director shall
not vote or use personal influence on the matter. The Director may,
however, briefly state a position on the matter, and answer pertinent
questions of Board members. The minutes of all action taken on such
matters shall clearly reflect that these requirements have been met.
6.12 VACANCIES. Any vacancy occurring in the Board or any directorship
to be filled by reason of an increase in the number of directors shall
be filled by the Board. A director elected or appointed to fill a
vacancy shall serve for the unexpired term of the director's
predecessor in office.
6.13 COMPENSATION. Directors shall not receive any salaries for their
services, but by resolution of the Board of Directors, expenses of
attendance may be allowed for each regular or special meeting.
6.14 RESTRICTION ON INTERESTED PERSONS AS DIRECTORS. No more than 49
percent of the persons serving on the Board may be interested persons.
An interested person is (a) any person compensated by the corporation
for services rendered to it within the previous 12 months, whether as a
full-time or part-time employee, independent contractor, or otherwise,
excluding any reasonable compensation paid to a director as director;
and (b) any brother, sister, ancestor, descendant, spouse,
brother-in-law, sister-in-law, son-in-law, daughter-in-law,
mother-in-law, or father-in-law of such person. However, any violation
of the provisions of this paragraph shall not affect the validity or
enforceability of any transaction entered into by the corporation.
ARTICLE VII: OFFICERS
7.1 OFFICERS. The corporation shall have the following officers:
7.1a President of the Board
7.1b Vice President/Treasurer
7.1c Secretary
7.1d and such assistant treasurers, assistant secretaries or other officers as may be elected by the Board.
Officers whose authority and duties are not prescribed in the bylaws
shall have such authority and duties as prescribed by the Board of
Directors. Any two or more offices may be held by the same person,
except the offices of President and Secretary.
7.2 ELECTION AND TERM OF OFFICE. The officers shall be elected annually
by the Board of Directors prior to or during its annual meeting. The
President of the Board, Vice President/Treasurer, and Secretary shall
be elected from among the members of the Board of Directors. It is the
intent that a president will serve a two-year term. A secretary shall
serve no more than two one-year terms.
Every
effort shall be made to provide a season of transition between
officers. The intent would be to provide clear communication between
new officers and old.
7.3 QUALIFICATIONS. The qualifications for officers shall be the same as for directors.
7.4 REMOVAL AND VACANCIES. Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the
corporation would be served, but without prejudice to the contract
rights, if any, of the officer. Vacancies shall be filled by the Board
of Directors.
7.5 PRESIDENT. The President shall be the principal executive officer
of the corporation. Subject to the direction and control of the Board
of Directors, the President shall see that the resolutions and
directives of the Board are carried into effect; develop and implement
personnel policy; serve as the chair of the Personnel Committee; and,
in general, shall discharge all duties incident to the office of
President and as prescribed by the Board of Directors. The President
shall preside at all meetings of the Board of Directors. Except in
those instances in which the authority to execute is expressly
delegated to another officer or agent of the corporation, or a
different mode of execution is expressly prescribed by the Board of
Directors, the President may execute for the corporation any contracts,
deeds, mortgages, bonds, or other instruments which the Board of
Directors has authorized either individually or attested to by the
Secretary, an assistant secretary, or any other officer, according to
the requirements of the instrument. The President may vote all
securities, which the corporation is entitled to vote except to the
extent a different officer or agent of the corporation is authorized by
the Board of Directors.
7.6 VICE PRESIDENT/TREASURER. The Vice President/Treasurer shall assist
the President in the discharge of the President's duties as the
President may direct and shall perform such other duties as may be
assigned by the President or by the Board of Directors. The Vice
President/Treasurer shall be the principal accounting and financial
officer of the corporation and shall be responsible for the maintenance
of adequate corporate books of account; have charge and custody of all
corporate funds and securities, and be responsible for the receipt and
disbursement thereof; shall serve as chair of the Finance Committee;
and perform all the duties incident to the office of Treasurer and such
other duties as may be assigned by the President or by the Board of
Directors. If required by the Board of Directors, the Treasurer shall
give bond for the faithful discharge of duties in such sum and form, as
the Board shall determine. The Vice President/Treasurer is elected by
the Board of Directors from a slate recommended by the President. In
the event of absence, inability or refusal of the President to act, the
Vice President/Treasurer shall perform the duties of the President with
all the power of, and subject to all the restrictions upon, the
President.
7.7 SECRETARY. The Secretary shall record the minutes of the meeting of
the Board; see that notices are given in accordance with the bylaws or
as required by law; keep the corporate records; keep the register of
addresses furnished to the Secretary by each member; and perform all
duties incident to the office of Secretary and such other duties as may
be assigned by the President or by the Board of Directors. The
Secretary is elected by the Board of Directors from a slate recommended
by the President.
At its discretion, the Board may engage a recording secretary to record and transcribe Board meeting minutes.
7.8 ASSISTANT TREASURERS, ASSISTANT SECRETARIES AND OTHER OFFICERS. The
assistant treasurers and assistant secretaries shall perform such
duties as shall be assigned to them by the Vice President/Treasurer or
the Secretary, respectively, or by the President of the Board of
Directors. If required by the Board, the assistant treasurers shall
give bond for the faithful discharge of their duties in such sum and
form as the Board shall determine.
ARTICLE VIII: EMPLOYED STAFF
8.1 EXECUTIVE DIRECTOR. The Board may employ an Executive Director who
shall be the chief operational officer of the corporation. Subject to
the Board, the Executive Director shall have general direction over the
operation of the corporation; shall implement all policies of the
Board; shall submit to the Board or its committees such reports as the
Board may require; shall assist in the preparation of an annual budget
for presentation to and adoption by the Board; shall assist in the
preparation of a personnel policy; provide staff support to the Board;
and shall perform such other functions as the Board may direct. The
Executive Director shall be responsible directly to the Board of
Directors and shall attend all meetings of the Board and its committees
without vote.
8.2 OTHER STAFF. As authorized by the Board, such employed staff as may
be necessary to support the corporation shall be hired and discharged
by the Executive Director or in the absence thereof by a designated
member of the Board of Directors. The employed staff shall report
directly to, and are accountable to, the Executive Director or his or
her designates.
ARTICLE IX: COMMITTEES
9.1 EXECUTIVE COMMITTEE. The Executive Committee shall be chaired by
the President and consist of the President, the Vice
President/Treasurer and the Secretary and two members at large. The
responsibility of the Executive Committee is to direct the planning
functions of the corporation.
9.2 STANDING COMMITTEES. The corporation shall have the following
standing committees which shall be advisory to the Board of Directors:
9.2a Conference Advisory Committee
9.2b Advocacy Committee
9.3 Except as otherwise provided by these bylaws, Chairpersons and
members of standing committees shall be appointed by the Board of
Directors. The duties of the standing committees shall be adopted by
the Board of Directors.
9.4 OTHER COMMITTEES. Other committees not exercising the authority of
the Board may be designated by a resolution adopted by a majority of
directors present at a meeting at which a quorum is present. Except as
otherwise provided in such resolution, the President of the corporation
shall appoint and remove committee members whenever the best interests
of the corporation are served thereby.
9.5 TERM OF OFFICE. Each committee member shall serve until the next
annual meeting of the Board of Directors and until a successor is
appointed, unless the member is removed from, or ceases to qualify as,
a member of the committee, or unless the committee is sooner terminated.
9.6 VACANCIES. Vacancies in the membership of any committee may be
filled by appointments made in the same manner as in the case of the
original appointments.
9.7 QUORUM. Unless otherwise provided in the resolution designating a
committee, a majority of the committee shall constitute a quorum and
the act of a majority of the members present at a meeting at which a
quorum is present shall be the act of the committee.
9.8 RULES. Each committee may adopt governing rules not inconsistent
with these bylaws or with the rules adopted by the Board of Directors.
Any such committee, to the extent provided in the Board resolution,
shall have all the authority of the Board, except that no committee,
regardless of Board resolution, may:
9.8a Take any final action on any matter that, under the California
Nonprofit Public Benefit Corporation Law, also requires approval of the
members or approval of a majority of all members;
9.8b Fill vacancies on the Board or on any committee that has the authority of the Board;
9.8c Fix compensation of the directors for serving on the Board or on any committee;
9.8d Amend or repeal bylaws or adopt new bylaws;
9.8e Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable;
9.8f Create any other committees of the Board or appoint members of committees of the Board;
9.8g Expend corporate funds to support a nominee for director after
more people have been nominated for director than can be elected; or
9.8h Approve any contract or transaction to which the corporation is a
party and in which one or more of its directors has a material
financial interest, except as special approval is provided for in
Section 52233(d)(3) of the California Corporations Code.
ARTICLE X: INDEMNIFICATION
10.1 ACTION BY OTHER THAN CORPORATION. The corporation shall indemnify
any person who was or is a party or is threatened to be made a party to
any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of the fact
that such person is or was a director, or officer of the corporation,
or is or was serving at the request of the corporation as a director or
officer, of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which the person reasonably believed to be in or not opposed to the
best interests of the corporation, and with respect to any criminal
action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
10.2 ACTION BY CORPORATION. The corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer, of the
corporation, or is or was serving at the request of the corporation as
a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and in a
manner which such person reasonably believed to be in or not opposed to
the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issues or matter
as to which such person shall have been adjudged to be liable for
willful negligence or misconduct in the performance of duty to the
corporation unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
10.3 EXPENSES. To the extent that a director or officer has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 1 and 2 above, or in defense of any
claim, issue or matter therein, such director or officer shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith.
10.4 PREREQUISITES. Any indemnification under Section 1 and 2 above
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the
circumstances because the director or officer has met the applicable
standard of conduct set forth in Section 1 and 2. Such determination
shall be made (1) by the Board by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written action.
10.5 ADVANCES BY CORPORATION. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer, to repay such
amount unless it shall ultimately be determined that the director or
officer is entitled to be indemnified by the corporation as authorized
in this article.
10.6 OTHER REMEDIES. The indemnification provided by this article shall
not be deemed exclusive of any other rights to which such director or
officer may be entitled under any agreement, vote of disinterested
directors or otherwise, both as to action in any official capacity and
as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director or officer, and
shall inure to the benefit of the heirs, executors and administrators
of such person
10.7 INSURANCE. The corporation may purchase and maintain insurance on
behalf of any person who may be indemnified here against any liability
asserted against such person and incurred in any capacity, or arising
out of any status, for which the person may be indemnified.
ARTICLE XI: MISCELLANEOUS
11.1 CONTRACTS. The Board may authorize any officer or agent of the
corporation, in addition to the officers authorized by the bylaws, to
enter into any contract or execute and deliver any instrument in the
name of, and on behalf of, the corporation. Such authority may be
general or confined to specific instances.
11.2 CHECKS, DRAFTS, ETC. All orders for the payment of money, or
evidences of indebtedness issued in the name of the corporation, shall
be signed by such corporate officer or agent, as the Board shall
determine. In the absence of such a determination, such instruments
shall be signed by the Treasurer or an assistant treasurer and
countersigned by the President or Vice President.
11.3 DEPOSITS. All corporation funds shall be deposited to the credit
of the corporation in such banks, or other depositories as the Board
may select.
11.4 GIFTS. The Board may accept on behalf of the corporation any
contributions, gift, bequest or devise for the general, or for any
special corporation purpose.
11.5 RECORDS. The corporation shall keep, at the registered or
principal office, complete books of account, minutes of the proceedings
of the directors and committees having any authority of the Board, and
a record with the names and addresses of directors. All corporation
records may be inspected by an director, or director's agent or
attorney for any proper purpose at any reasonable time.
11.6 FISCAL YEAR. The fiscal year of the corporation shall be July 1 through June 30.
11.7 ANNUAL REPORT. The Board shall cause an annual report to be sent to the members and directors within 120 days after the end of the corporation's fiscal year. That report shall contain the following information, in appropriate detail, for the fiscal year: (a) The assets and liabilities, including trust funds, of the corporation as of the end of the fiscal year. (b) The principal changes in assets and liabilities, including trust funds. (c) The revenue or receipts of the corporation both unrestricted and restricted to particular purposes. (d) The expenses or disbursements of the corporation for both general and restricted purposes. (e) Any information required by any other Section of these bylaws or by the California Corporations Code. The annual report shall be accompanied by any report on it of independent accountants or, if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation's books and records. This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors and to any member who requests it in writing.
ARTICLE XII: AMENDMENTS
Subject to the limitations contained in the Articles of Incorporation
of this corporation, if any, and to any provisions of law applicable to
the amendment of bylaws of non-profit corporations, the bylaws may be
altered, amended, or repealed or new bylaws adopted by affirmative vote
of a 2/3 of the Board. Such action may be taken at any regular or
special meeting of the Board for which notice of the proposed action
shall have been given in accordance with the bylaws.
ARTICLE XIII: PARLIAMENTARY AUTHORITY
The rules contained in Robert's Rules of Order, Newly Revised, shall
govern Computer-Using Educators, Inc., in all cases wherein they are
not superseded by the bylaws or special rules of order.
Adapted from the 01/28/84 adoption of the Bylaws of Computer-Using Educators, Inc.
First revision 01/28/84, second revision 05/03/85, third revision
11/16/86, and fourth revision 12/15/86, fifth revision 05/15/87, sixth
revision 01/12/89, seventh revision 07/18/90, eighth revision 7/31/94,
ninth revision 9/10/95, tenth revision 2/11/97, eleventh revision
7/27/97, twelfth revision 7/19/98, thirteenth revision 9/22/00,
fourteenth revision 9/10/01, fifteenth revision 5/25/06, sixteenth 9/30/08, seventeenth 11/18/08, eighteenth 1/12/09.
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Computer Using Educators is a 501(c)3 non-profit California corporation.
This page was last updated: Tuesday, May 12, 2009 at 4:04:05 PM
