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Table of Contents
ARTICLE 1. OFFICES
SECTION 1. PRINCIPAL OFFICE
SECTION 2. CHANGE OF ADDRESS
SECTION 3. OTHER OFFICES
ARTICLE 2. PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
SECTION 2. NONPARTISAN ACTIVITIES
ARTICLE 3. MEMBERS
SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS
SECTION 2. QUALIFICATION OF MEMBERS
SECTION 3. ADMISSION OF MEMBERS
SECTION 4. FEES, DUES, AND ASSESSMENTS
SECTION 5. NUMBER OF MEMBERS
SECTION 6. MEMBERSHIP BOOK
SECTION 7. NON-LIABILITY OF MEMBERS
SECTION 8. NON-TRANSFERABILITY OF MEMBERSHIPS
SECTION 9. TERMINATION OF MEMBERSHIP
SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP
SECTION 11. AMENDMENTS RESULTING IN THE TERMINATION OF
MEMBERSHIPS
ARTICLE 4. MEETINGS OF MEMBERS
SECTION 1. PLACE OF MEETINGS
SECTION 2. ANNUAL MEETINGS
SECTION 3. SPECIAL MEETINGS OF MEMBERS
SECTION 4. NOTICE OF MEETINGS
SECTION 5. QUORUM FOR MEETINGS
SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION
SECTION 7. VOTING RIGHTS
SECTION 8. PROXY VOTING
SECTION 9. CONDUCT OF MEETINGS
SECTION 10. ACTION BY WRITTEN BALLOT WITHOUT A MEETING
SECTION 11. REASONABLE NOMINATION AND ELECTION PROCEDURES
SECTION 12. ACTION BY UNANIMOUS CONSENT WITHOUT MEETING
SECTION 13. RECORD DATE FOR MEETINGS
ARTICLE 5. DIRECTORS
SECTION 1. NUMBER
SECTION 2. POWERS
SECTION 3. DUTIES
SECTION 4. TERMS OF OFFICE
SECTION 5. COMPENSATION
SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS SECTION 7.
PLACE OF MEETINGS.
SECTION 8. REGULAR MEETINGS
SECTION 9. SPECIAL MEETINGS
SECTION 10. NOTICE OF MEETINGS
SECTION 11. CONTENTS OF NOTICE
SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLD MEETINGS
SECTION 13. QUORUM FOR BOARD OF DIRECTORS MEETINGS
SECTION 14. MAJORITY ACTION AS BOARD ACTION
SECTION 15. CONDUCT OF MEETINGS
SECTION 16. ACTION TAKEN BY UNANIMOUS WRITTEN CONSENT WITHOUT
MEETING
SECTION 17. VACANCIES
SECTION 18. NON-LIABILITY OF DIRECTORS
SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS.
OFFICERS, EMPLOYEES AND OTHER AGENTS
SECTION 20. INSURANCE FOR CORPORATE AGENTS
ARTICLE 6. OFFICERS
SECTION 1. NUMBER OF OFFICERS
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
SECTION 3. SUBORDINATE OFFICERS
SECTION 4. REMOVAL AND RESIGNATION
SECTION 5. VACANCIES
SECTION 6. DUTIES OF PRESIDENT
SECTION 7. DUTIES OF THE FIRST VICE-PRESIDENT
SECTION 8. DUTIES OF THE SECRETARY
SECTION 9. DUTIES OF THE TREASURER
SECTION 10. COMPENSATION
ARTICLE 7. COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE SECTION
2. OTHER COMMITTEES SECTION
3.. MEETINGS AND ACTIONS OF COMMITTEES
ARTICLE 8. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
SECTION 2. CHECKS AND NOTES
SECTION 3. DEPOSITS
SECTION 4. GIFTS
ARTICLE 9. CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
SECTION 2. CORPORATE SEAL
SECTION 3. DIRECTORS' INSPECTION RIGHTS
SECTION 4. MEMBERS' INSPECTION RIGHTS
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
SECTION 6. ANNUAL REPORT
SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS
ARTICLE 10. FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE ITC
ARTICLE 11. BYLAWS
SECTION 1. AMENDMENT
ARTICLE 12. AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES
SECTION 2. CERTAIN AMENDMENTS
ARTICLE 13. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND
ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND
ASSETS
ARTICLE 14. CHAPTERS
SECTION 1. PURPOSES OF CHAPTERS
SECTION 2. FORMATION
SECTION 3. MANAGEMENT
SECTION 4. MEMBERSHIP
SECTION 5. FINANCE
SECTION 6. VIABILITY
SECTION 7. REVOCATION OF CHARTER
SECTION 8. AUTHORITY
______________________________________________________________________
ARTICLE 1. OFFICES
SECTION 1. PRINCIPAL OFFICE.
The principal office of the corporation, the Information Technologies
Council, hereafter called ITC, for the transaction of its business
is located in Douglas County, Nebraska. The mailing address for
the ITC shall be PO Box Omaha, NE 681XX
SECTION 2. CHANGE OF ADDRESS.
The county of the ITC's principal office can be changed only by
amendment of these Bylaws and not otherwise. The Board of Directors
may, however, change the principal office from one location to
another within the named county by noting the changed address and
effective date below, and such changes of address shall not be
deemed an amendment of these Bylaws:
___________________________________ Dated: ____________
SECTION 3. OTHER OFFICES
The ITC may also have offices at such other places, within or
without the State of California, where it is qualified to do
business, as its business may require and as the Board of Directors
may, from time to time, designate.
______________________________________________________________________
ARTICLE 2. PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
As a corporation organized and operated exclusively for educational
purposes within the meaning of Section 501(c)(3) of the Internal
Revenue Code, the ITC shall conduct public discussion groups,
forums, panels, lectures, workshops, etc., which: (a) Promote an
increased knowledge of, and greater interest in, the disciplines of
information technology.
(b) Provide a means of communication between the public and persons
and organizations participating in and benefiting from information technology.
(c) Encourage original research in the area of information technology.
(d) Foster dissemination of research results and other acquired
knowledge to the public.
(e) Foster education and training in the disciplines of information technology.
SECTION 2. NONPARTISAN ACTIVITIES
***The ITC is a public benefit corporation under the Nebraska
Nonprofit Corporation ACT for the public purposes described above,
and it shall be nonprofit and nonpartisan. No substantial part of
the activities of the ITC shall consist of the publication or
dissemination of materials with the purpose of attempting to
influence legislation, and the ITC shall not participate or
intervene in any political campaign on behalf of any candidate for
public office, or for or against any cause or measure being
submitted to the people for a vote. The ITC shall not, except in an
insubstantial degree, engage in any activities or exercise any
powers that are not in furtherance of the purposes described above.
______________________________________________________________________
ARTICLE 3. MEMBERS
SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS
There shall be three (3) classes of membership in the ITC: (a)
REGULAR members shall be persons active in or contributing to the
arts, sciences, business and commerce of information technology.
(b) STUDENT members shall be persons pursuing a degree in a
related field.
(c) INTERNATIONAL members shall be those persons who meet all the
requirements of Regular members and who reside outside of the
United States of America. This class shall be treated as a Regular
member of the ITC. No member shall hold more than one membership in
the ITC. Except as expressly provided in or authorized by the
Articles of Incorporation or Bylaws of the ITC, all memberships
shall have the same rights, privileges, restrictions and
conditions.
SECTION 2. QUALIFICATION OF MEMBERS
Any person who is active in or contributing to the arts, sciences,
business and commerce of information technology or is pursuing a degree
in a related field is qualified to become a member of this corporation.
SECTION 3. ADMISSION OF MEMBERS
*** Applicants shall be admitted to membership on making application
therefor in writing and payment of the first annual dues, as
specified in the following sections of this Bylaw.
SECTION 4. FEES, DUES, AND ASSESSMENTS
(a) No fee shall be charged for making application for membership
in the ITC.
(b) The annual dues payable to the ITC members shall be in such
amount as may be determined from time to time by resolution of the
Board of Directors.
(c) The annual dues shall be equal for each class of member, but
the Board of Directors may set different annual dues for each class
of member.
(d) Memberships shall be nonassessable.
SECTION 5. NUMBER OF MEMBERS
There is no limit on the number of members the ITC admit.
SECTION 6. MEMBERSHIP BOOK
The ITC all keep a membership book containing the name and
address of each member. Termination of the membership of any member
shall be recorded in the book, together with the date of
termination of such membership. Such book shall be kept at the
ITC's principal office and shall be available for inspection by any
Director or member of the ITC during regular business hours.
The record of names and addresses of the members of the ITC shall
constitute the membership list of the ITC and shall not be used, in
whole or in part, by any person for any purpose not reasonably
related to a member's interest as a member.
SECTION 7. NON-LIABILITY OF MEMBERS
A member of the ITC is not, as such, personally liable for the
debts, liabilities, or obligations of the ITC.
SECTION 8. NON-TRANSFERABILITY OF MEMBERSHIPS
No member may transfer a membership or any right arising therefrom.
All rights of membership cease upon the member's death.
SECTION 9. TERMINATION OF MEMBERSHIP
(a) Grounds for Termination. The membership of a member shall
terminate upon the occurrence of any of the following events: (1)
Upon his or her notice of such termination delivered to the
President or Secretary of the ITC personally or by mail, such
membership to terminate upon the date of delivery of the notice or
date of deposit in the mail.
(2) Upon a determination by the Board of Directors that the member
has engaged in conduct materially and seriously prejudicial to the
interests or purposes of the ITC.
(3) Upon a failure to renew his or her membership by paying dues on
or before their due date, such termination to be effective thirty
(30) days after a written notification of delinquency is given
personally or mailed to such member by the Secretary or other
officer of the ITC, designated by the Board of Directors. A member
may avoid such termination by paying the amount of delinquent dues
within a thirty (30) day period following the member' receipt of
the written notification of delinquency.(b) Procedure for
Expulsion. Following the determination that a member should be
expelled under subparagraph (a)(2) of this Section, the following
procedure shall be implemented: (1) A notice shall be sent by
first-class or registered mail to the last address of the member as
shown on the ITC' records, setting forth the expulsion and the
reasons therefor. Such notice shall be sent at least fifteen (15)
days before the proposed effective date of the expulsion.
(2) The member being expelled shall be given an opportunity to be
heard, either orally or in writing, at a hearing to be held not
less than five (5) days before the effective date of the proposed
expulsion. The hearing will be held by the Board of Directors in
accordance with the quorum and voting rules set forth in these
Bylaws applicable to the meetings of the Board. The notice to the
member of his or her proposed expulsion shall state the date, time,
and place of the hearing on his or her proposed expulsion.
(3) Following the hearing, the Board of Directors shall decide
whether or not the member should in fact be expelled, suspended, or
sanctioned in some other way. The decision of the Board shall be
final.
(4) Any person expelled from the ITC shall receive a refund of dues
already paid. The refund shall be prorated to return only the
unaccrued balance remaining for the period of the dues payment.
SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP
All rights of a member in the ITC shall cease on termination of
membership as herein provided.
SECTION 11. AMENDMENTS RESULTING IN THE TERMINATION OF
MEMBERSHIPS.
Notwithstanding any other provision of these Bylaws, if any
amendment of the Articles of Incorporation or of the Bylaws of the
ITC would result in the termination of all memberships or any class
of memberships, then such amendment or amendments shall be effected
only in accordance with the provisions of Section *** of the
Nebraska Nonprofit Corporation Act
______________________________________________________________________
ARTICLE 4. MEETINGS OF MEMBERS
SECTION 1. PLACE OF MEETINGS
Meetings of members shall be held at the principal office of the
ITC or at such other place or places within or without the State of
Nebraska as may be designated from time to time by resolution of
the Board of Directors.
SECTION 2. ANNUAL MEETINGS
The members shall meet annually during the month of March in
each year, at a date and time designated by the Board of Directors,
for the purpose of electing Directors-at-large and transacting
other business as may come before the meeting. Cumulative voting
for the election of Directors-at-large shall not be permitted. The
candidates receiving the highest number of votes up to the number
of Directors-at-large to be elected shall be elected. Each voting
member shall cast one vote, with voting by ballot only. The annual
meeting of members for the purpose for electing Directors-at-large
shall be deemed a regular meeting and any reference in these Bylaws
to regular meetings of members refers to this annual meeting.
If by a majority vote, the Board of Directors elects to cancel the
regular annual meeting, the election of Directors-at-large will be
conducted using the alternate election procedure, described in
Article 4, Section 11.
SECTION 3. SPECIAL MEETINGS OF MEMBERS
(a) Persons Who May Call Special Meetings of Members. Special
meeting of the members shall be called by the Board of Directors,
the Chairman of the Board, or the President of the ITC. In
addition, special meetings of the members for any lawful purpose
may be called by five percent (5%) or more of the members.
SECTION 4. NOTICE OF MEETINGS
(a) Time of Notice. Whenever members are required or permitted to
take action at a meeting, a written notice of the meeting shall be
given by the Secretary of the ITC not less than ten (10) nor more
than ninety (90) days before the date of the meeting to each member
who, on the record date for the notice of the meeting, is entitled
to vote thereat; provided, however, that if notice is given by
mail, and the notice is not mailed by first-class, registered, or
certified mail, that notice shall be given twenty (20) days before
the meeting.
(b) Manner of Giving Notice. Notice of a members' meeting or any
report shall be given either personally or by mail or other means
of written communication, addressed to the member at the address of
such member appearing on the books of the ITC or given by the
member to the ITC for the purpose of notice; or if no address
appears or is given, at the place where the principal office of the
ITC is located or by publication of notice of the meeting at least
once in a newspaper of general circulation in the county in which
the principal office is located. Notice shall be deemed to have
been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written
communication.
(c) Contents of Notice. Notice of membership meeting shall state
the place, date, and time of the meeting and (1) in the case of a
special meeting, the general nature of the business to be
transacted, and no other business may be transacted, or (2) in the
case of a regular meeting, those matters which the Board, at the
time of the notice intends to present for action by the members.
Subject to any provision to the contrary contained in these Bylaws,
however, any proper matter may be presented at a regular meeting
for such action. The notice of any meeting of members at which
Directors are to be elected shall include the names of all those
who are nominees at the time notice is given to members.
(d) Notice of Meetings Called by Members. If a special meeting is
called by members as authorized by these Bylaws, the request for
the meeting shall be submitted in writing, specifying the general
nature of the business proposed to be transacted and shall be
delivered personally or sent by registered mail or telegraph to the
Chairman of the Board, President, First Vice-President or Secretary
of the ITC. The officer receiving the request shall promptly cause
notice to be given to the members entitled to vote that a meeting
will be held, stating the date, time, and location, of the meeting.
The date for such meeting shall be fixed by the Board and shall not
be less than thirty-five (35) nor more than ninety (90) days after
receipt of the request for the meeting by the officer. If the
notice is not given within twenty (20) days after the receipt of
the request, persons calling the meeting may give notice
themselves.
(e) Waiver of Notice of Meetings. The transactions of any meeting
of members, however called and noticed, and whenever held, shall be
as valid as though taken at a regular meeting duly held after
regular call and notice, if a quorum is present either in person or
by proxy, and if, either before or after the meeting, each of the
persons entitled to vote, not present in person or by proxy, signs
a waiver of notice or a consent to the holding of the meeting or an
approval of the minutes thereof. All such waivers, consents and
approvals shall be filed with the ITC records or made part of the
minutes of the meeting. Waiver of notices or consents need not
specify either the business to be transacted or the purpose of any
regular or special meeting of members, except that if action is
taken or proposed to be taken for approval of any matters specified
in subparagraph (f) of this Section, the waiver of notice or
consent shall state the general nature of the proposal.
(f) Special Notice Rules for Approving Certain Proposals. If action
is proposed to be taken or is taken with respect to the following
proposals, such action shall be invalid unless unanimously approved
by those entitled to vote or unless the general nature of the
proposal is stated in the notice of meeting or in any written
waiver of notice: (1) Removal of directors without cause;
(2) Filling of vacancies on the Board by members;
(3) Amending the Articles of Incorporation; and
(4) An election to voluntarily wind-up and dissolve the ITC.
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