ITC
Proposed Bylaws of the Information Technologies Council (ITC) - March 13, 1997
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   SECTION 17. VACANCIES.
   
     Vacancies on the Board of Directors shall exist (1) on the death,
     resignation or removal of any Director, and (2) whenever the number
     of authorized Directors is increased.
     
     The Board of Directors may declare vacant the office of a Director
     who has been declared of unsound mind by a final order of court, or
     convicted of a felony, or been found by a final order of judgement
     of any court to have breached any duty under Section **** and
     following of the Nebraska Nonprofit Corporation Act.
     
     If the ITC has less than fifty (50) members, Directors may be
     removed without cause by a majority of all members, or, if the ITC
     has fifty (50) or more members, by vote of a majority of the votes
     represented at a membership meeting at which a quorum is present.
     
     Any Director may resign effective upon giving written notice to the
     the President, the Secretary or the Board of Directors,
     unless the notice specifies a later time for the effectiveness
     of such resignation. No Director may resign if the ITC
     would then be left without a duly elected Director or Directors
     in charge of its affairs, except upon notice to the Attorney
     General of Nebraska.
     
     Vacancies on the Board may be filled by approval of the Board or,
     if the number of Directors then in office is less than a quorum, by
     (1) the unanimous written consent of the Directors then in office,
     (2) the affirmative vote of a majority of the Directors then in
     office at a meeting held pursuant to notice or waivers of notice
     complying with this Article of these Bylaws, or (3) a sole
     remaining Director. Vacancies created by the removal of a
     Director-at-large may be filled only by the approval of the
     members. Vacancies created by the removal of a Director
     representing a ITC chapter may be filled only by the approval of
     the members of the affected chapter. The members of the ITC may
     elect a Director at any time to fill any vacancy not filled by the
     Directors.
     
     A person elected to fill a vacancy as provided in this Section
     shall hold office until the annual election of Board of Directors
     for the term of the office of the vacancy filled or until his or
     her death, resignation or removal from office.
     
   SECTION 18. NON-LIABILITY OF DIRECTORS.
   
     The Directors shall not be personally liable for the debts,
     liabilities, or other obligations of the ITC.
     
   SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS. OFFICERS,
   EMPLOYEES AND OTHER AGENTS
   
     To the extent that a person, who is, or was, a Director, officer,
     employee or other agent of the ITC has been successful on the
     merits in defense of any civil, criminal, administrative or
     investigative proceedings brought to procure a judgment against
     such person by reason of the fact that he or she is, or was, an
     agent of the ITC, or has been successful in defense of any claim,
     issue or matter, therein, such person shall be indemnified against
     expenses actually and reasonably incurred by the person in
     connection with such proceedings.
     
     If such person either settles any such claim or sustains a judgment
     against him or her, then indemnification against such expenses,
     judgments, fines, settlements and other amounts reasonably incurred
     in connection with such proceedings shall be provided by the ITC
     but only to the extent allowed by, and in accordance with the
     requirements of, Section **** of the California Nonprofit
     Corporation Act.
     
   SECTION 20. INSURANCE FOR CORPORATE AGENTS
   
     The Board of Directors may adopt a resolution authorizing the
     purchase and maintenance of insurance on behalf of any agent of the
     ITC (including a Director, officer, employee or agent of the ITC)
     against any liability other than for violating provisions of law
     relating to self-dealing (Section **** of the Nebraska Nonprofit
     Corporation Act) asserted against or incurred by the
     agent in such capacity or arising out of the agent's status as
     such, whether or not the ITC would have the power to indemnify the
     agent against such liability under the provisions of Section ****
     of the Nebraska Nonprofit Corporation Act.
     
   ______________________________________________________________________
   
                            ARTICLE 6. OFFICERS
                                      
   SECTION 1. NUMBER OF OFFICERS
   
     The Officers of the ITC shall be a President, a Vice-President,                                   
     a Secretary, a financial officer who shall be designated the Treasurer.                           
     The Officers of the ITC shall become voting members
     of the Board of Directors in all matters of the ITC
     other than the election or removal of officers. The ITC may
     also have, as determined by the Board of Directors, a Chairman of
     the Board, one or more Vice-Presidents, Assistant Secretaries,
     Assistant Treasurers, or other officers who shall not be voting
     members of the Board of Directors. Any number of offices may be
     held by the same person except that neither the Secretary nor the
     Treasurer may serve as the President or Chairman of the Board.
     
   SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
   
     Any member may serve as officer of the ITC. Officers shall be
     elected by the Board of Directors, at any time, and each officer
     shall hold office until he or she resigns or is removed or is
     otherwise disqualified to serve, or until his or her successor
     shall be elected and qualified, whichever occurs first.
     
   SECTION 3. SUBORDINATE OFFICERS
   
     The Board of Directors may appoint such other officers or agents as
     it may deem desirable, and such officers shall serve such terms,
     have such authority, and perform such duties as may be prescribed
     from time to time by the Board of Directors.
     
   SECTION 4. REMOVAL AND RESIGNATION
   
     Any officer may be removed, either with or without cause, by the
     Board of Directors, at any time. Any officer may resign at any time
     by giving written notice to the Board of Directors or to the
     President or Secretary of the ITC. Any such resignation shall take
     effect at the date of the receipt of such notice or at any later
     date specified therein, and, unless otherwise specified therein,
     the acceptance of such resignation shall not be necessary to make
     it effective. The above provisions of this Section shall be
     superseded by any conflicting terms of a contract which has been
     approved or ratified by the Board of Directors relating to the
     employment of any officer of the ITC.
     
   SECTION 5. VACANCIES
   
     Any vacancy caused by the death, resignation, removal,
     disqualification, or otherwise, of any officer shall be filled by
     the Board of Directors. In the event of a vacancy in any office
     other than that of President, such vacancy may be filled
     temporarily by appointment by the President until such time as the
     Board shall fill the vacancy. Vacancies occurring in offices of
     officers appointed at the discretion of the Board may or may not be
     filled as the Board shall determine.
     
   SECTION 6. DUTIES OF PRESIDENT
   
     The President shall be the chief executive officer of the ITC and
     shall, subject to the control of the Board of Directors, supervise
     and control the affairs of the ITC and the activities of the
     officers. He or she shall perform all duties incident to his or her
     office and such other duties as may be required by law, by the
     Articles of Incorporation of the ITC, or by these Bylaws, or which
     may be prescribed from time to time by the Board of Directors.
     Unless another person is specifically appointed as Chairman of the
     Board of Directors, he or she shall preside at all meetings of the
     Board of Directors. If applicable, the President shall preside at
     all meetings of the members. Except as otherwise expressly provided
     by law, by the Articles of Incorporation, or these Bylaws, he or
     she shall in the name of the ITC, execute such deeds, mortgages,
     bonds, contracts, checks, or other instruments which may from time
     to time be authorized by the Board of Directors
     
   . SECTION 7. DUTIES OF THE VICE-PRESIDENT
   
     In the absence of the President, or in the event of his or her
     inability or refusal to act, the Vice-President shall perform
     all the duties of the President, and when so acting shall have all
     the powers of, and be subject to all the restrictions on, the
     President. The First Vice-President shall have other powers and
     perform such other duties as may be prescribed by law, by the
     Articles of Incorporation, or by these Bylaws, or as may be
     prescribed by the Board of Directors.
     
   SECTION 8. DUTIES OF THE SECRETARY
   
     The Secretary shall:
     
     Certify and keep at the principal office of the ITC or at such
     other place as the Board may determine, the original, or a copy of
     these Bylaws as amended or otherwise altered to date.
     
     Keep at the principal office of the ITC or at such other place as
     the Board may determine, a book of minutes of all meetings of the
     Directors, and, if applicable, meetings of committees of Directors
     and of regular members, recording therein the time and place of
     holding, whether regular or special, how called, how notice thereof
     was given, the names of those present or represented at the
     meeting, and the proceedings thereof.
     
     See that all notices are duly given in accordance with the
     provisions of these Bylaws or as required by law.
     
     Be custodian of the records and of the seal of the ITC and see that
     the seal is affixed to all duly executed documents, the execution
     of which on behalf of the ITC under its seal is authorized by law
     or these Bylaws.
     
     Keep at the principal office of the ITC or at such other place as
     the Board may determine, a membership book containing the name and
     address of each and any members, and, in the case where any
     membership has been terminated, he or she shall record such fact in
     the membership book together with the date on which such membership
     ceased.
     
     Exhibit at all reasonable times to any Director of the ITC, or to
     his or her agent or attorney, on request therefor, the Bylaws, the
     membership book, and the minutes of the proceedings of the
     Directors of the ITC.
     
     In general, perform all duties incident to the office of Secretary
     and such other duties as may be required by law, the Articles of
     Incorporation of the ITC, or by these Bylaws, or which may be
     assigned to him or her from time to time by the Board of Directors.
     
   SECTION 9. DUTIES OF THE TREASURER
   
     Subject to the provisions of these Bylaws related to the "execution
     of Instruments, Deposits and Funds," the Treasurer shall:
     
     Have charge and custody of, and be responsible for, all funds and
     securities of the ITC, and deposit all such funds in the name of
     the ITC in such banks, trust companies, or other depositories as
     shall be selected by the Board of Directors.
     
     Receive, and give receipt for, monies due and payable to the ITC
     from any source whatsoever.
     
     Disburse or cause to be disbursed the funds of the ITC as may be
     directed by the Board of Directors, taking proper vouchers for such
     disbursements.
     
     Keep and maintain adequate and correct accounts of the ITC's
     properties and business transactions, including accounts of its
     assets, liabilities, receipts, disbursements, gains, and losses.
     
     Exhibit at all reasonable times the books of account and financial
     records to any Director of the ITC, or to his or her agent or
     attorney, on request thereof.
     
     Render to the President and Directors, whenever requested, an
     account of any or all of his or her transactions as Treasurer and
     of the financial condition of the ITC.
     
     Prepare, or cause to be prepared, and certify, or cause to be
     certified, the financial statements to be included in any required
     reports.
     
     In general, perform all duties incident to the office of Treasurer
     and such other duties as may be required by law, the Articles of
     Incorporation of the ITC, or by these Bylaws, or which may be
     assigned to him or her from time to time by the Board of Directors.
     
   SECTION 10. COMPENSATION
   
     The salaries of the officers, if any, shall be fixed from time to
     time by resolution of the Board of Directors, and no officer shall
     be prevented from receiving such salary by reason of the fact that
     he or she is also a Director of the ITC, provided, however, that
     such compensation paid a Director for serving as an officer of the
     ITC shall only be allowed if permitted under provisions of ARTICLE
     5, Section 6, of these Bylaws. In all cases, any salaries received
     by officers of the ITC shall be reasonable and given in return for
     services actually rendered the ITC which relate to the performance
     of the charitable or public purposes of the ITC.
     
   ______________________________________________________________________
   
                           ARTICLE 7. COMMITTEES
                                      
   SECTION 1. EXECUTIVE COMMITTEE
   
     The Board of Directors may, by a majority vote of Directors then in
     office, designate two (2) or more of its members (who may also be
     serving as officers of the ITC) to constitute an Executive
     Committee (additional non Directors may be added to the Committee)
     and delegate to such Committee any of the powers and authority of
     the Board in the management of the business and affairs of the ITC,
     except with respect to: (a) The approval of any action which, under
     law or the provisions of these Bylaws, requires the approval of the
     members or of a majority of all of the members.
     
     (b) The filling of vacancies on the Board or on any committee which
     has the authority of the Board.
     
     (c) The fixing of compensation of the Directors for serving on the
     Board or on any committee.
     
     (d) The amendment or repeal of Bylaws or the adoption of new
     Bylaws.
     
     (e) The amendment or repeal of any resolution of the Board which by
     its express terms is not so amendable or repealable.
     
     (f) The appointment of committees of the Board or the members
     thereof.
     
     (g) The expenditure of ITC funds to support a nominee for Director
     after there are more people nominated for Director than can be
     elected.
     
     (h) The approval of any transaction to which the ITC is a party and
     in which one or more of the Directors has a material financial
     interest, except as expressly provided in Section ******* of the
     Nebraska Nonprofit Corporation Act. By a majority vote
     of its members then in office, the Board may at any time
     revoke or modify any or all of the authority so delegated, increase
     or decrease but not below two (2) the number of its members, and
     fill vacancies therein form the members of the Board. The Committee
     shall keep regular minutes of its proceedings, cause them to be
     filed with the ITC records, and report the same to the Board from
     time to time as the Board may require.
     
   SECTION 2. OTHER COMMITTEES
   
     The ITC shall have such other committees as may from time to time
     be designated by resolution of the Board of Directors. Such other
     committees may consist of persons who are not also members of the
     Board. These additional committees shall act in an advisory
     capacity only for the Board and shall be clearly titled as
     'advisory' committees.
     
   SECTION 3. MEETINGS AND ACTIONS OF COMMITTEES
   
     Meetings and action of committees shall be governed by, noticed,
     held and taken in accordance with the provision of these Bylaws
     concerning meeting of the Board of Directors, with such changes in
     the context of such Bylaw provisions as are necessary to substitute
     the committee and its members for the Board of Directors and its
     members, except that the time for regular meetings of the
     committees may be fixed by resolution of the Board of Directors or
     by the committee. The time for special meetings of committees may
     also by fixed by the Board of Directors. The Board of Directors may
     also adopt rules and regulations pertaining to the conduct of
     meetings of committees to the extent that such rules and
     regulations are not inconsistent with the provisions of these
     Bylaws.
     
   ______________________________________________________________________
   
          ARTICLE 8. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
                                      
   SECTION 1. EXECUTION OF INSTRUMENTS
   
     The Board of Directors, except as otherwise provided in these
     Bylaws, may by resolution authorize any officer or agent of the ITC
     to enter into any contract or execute and deliver any instrument in
     the name of and on behalf of the ITC, and such authority may be
     general or confined to specific instances. Unless so authorized, no
     officer, agent, or employee shall have any power or authority to
     bind the ITC by any contract or engagement or to pledge its credit
     or to render it liable monetarily for any purpose or in any amount.
     
   SECTION 2. CHECKS AND NOTES
   
     Except as otherwise specifically determined by resolution of the
     Board of Directors, or as otherwise required by law, checks,
     drafts, promissory notes, orders for the payment of money, and
     other evidence of indebtedness of the ITC shall be signed by the
     Treasurer.
     
   SECTION 3. DEPOSITS
   
     All funds of the ITC shall be deposited from time to time to the
     credit of the ITC in such banks, trust companies, or other
     depositories as the Board of Directors may select.
     
   SECTION 4. GIFTS
   
     The Board of Directors may accept on behalf of the ITC any
     contribution, gift, bequest, or devise for the charitable or public
     purposes of the ITC.
     
   ______________________________________________________________________
   
               ARTICLE 9. CORPORATE RECORDS, REPORTS AND SEAL
                                      
   SECTION 1. MAINTENANCE OF CORPORATE RECORDS
   
     The ITC shall keep at its principal office in the State of
     Nebraska: (a) Minutes of all meetings of Directors, committees of
     the Board and all meetings of members, indicating the time and
     place of holding such meeting, whether regular or special, how
     called, the notice given, and the names of those present and the
     proceedings thereof.
     
     (b) Adequate and correct books and records of account, including
     accounts of its properties and business transaction and accounts of
     its assets, liabilities, receipts, disbursements, gains and losses.
     
     (c) A record of its members, if any, indicating their names and
     addresses and, if applicable, the class of membership held by each
     member and the termination date of any membership.
     
     (d) A copy of the ITC's Articles of Incorporation and Bylaws as
     amended to date, which shall be open to inspection by the members,
     if any, of the ITC at all reasonable times during office hours.
     
   SECTION 2. CORPORATE SEAL
   
     The Board of Directors may adopt, use, and at will alter, a
     corporate seal. Such seal shall be kept by the Secretary of the
     ITC. Failure to affix the seal to corporate instruments, however,
     shall not affect the validity of any such instrument.
     
   SECTION 3. DIRECTORS' INSPECTION RIGHTS
   
     Every Director shall have the absolute right at any reasonable time
     to inspect and copy all books, records and documents of every kind
     and to inspect the physical properties of the ITC.
     
   SECTION 4. MEMBERS' INSPECTION RIGHTS
   
     Each and every member shall have the following inspection rights,
     for a purpose reasonably related to such person's interest as a
     member: (a) To inspect and copy the record of all members' names,
     addresses and voting rights, at reasonable times, upon five (5)
     business days prior written demand on the ITC, which demand shall
     state the purpose for which the inspection rights are requested.
     
     (b) To obtain from the Secretary of the ITC, upon written demand
     and payment for a reasonable charge, a list of the names, addresses
     and voting rights of those members entitled to vote for the
     election of Directors as of the most recent record date for which
     the list has been compiled or as of the date specified by the
     member subsequent to the date of the demand. The demand shall state
     the purpose for which the list is requested. The membership list
     shall be made available on or before the later of ten (10) business
     days after the demand is received or after the date specified
     therein as of which the list is to be compiled.
     
     (c) To inspect at any reasonable time the books, records, or
     minutes of proceedings of the members or of the Board or committees
     of the Board, upon written demand on the ITC by the member, for a
     purpose reasonably related to such person's interests as a member.
     
   SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
   
     Any inspection under the provision of this Article may be made in
     person or by agent or attorney and the right to inspection includes
     the right to copy and make extracts.
     
   SECTION 6. ANNUAL REPORT
   
     The Board shall cause an annual report to be furnished not later
     then one hundred and twenty (120) days after the close for the
     ITC's fiscal year to all Directors of the ITC and, to any member
     who requests it in writing, which report shall contain the
     following information in appropriate detail: (a) The assets and
     liabilities, including the trust funds, of the ITC as of the end of
     the fiscal year.
     
     (b) The principal changes in assets and liabilities, including
     trust funds, during the fiscal year.
     
     (c) The revenue or receipts of the ITC, both unrestricted and
     restricted to particular purposes, for the fiscal year.
     
     (d) The expenses or disbursements of the ITC, for both general and
     restricted purposes, during the fiscal year.
     
     (e) Any information required by Section 7 of this Article.  The
     annual report shall be accompanied by any report thereon of
     independent accountants, or, if there is no such report, the
     certificate of an authorized officer of the ITC that such
     statements were prepared without audit from the books and records
     of the ITC.
     
     If the ITC receives TWENTY-FIVE THOUSAND DOLLARS ($25,000), or
     more, in gross revenues or receipts during the fiscal year, the ITC
     shall automatically send the above annual report to all members, in
     such manner, at such time, and with such contents, including an
     accompanying report from independent accountants or certification
     of an ITC officer, as specified by the above provisions of this
     Section relating to the annual report.
     
   SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS
   
     The ITC shall mail or deliver to all Directors and any and all
     members a statement within one hundred and twenty (120) days after
     the close of its fiscal year which briefly describes the amount and
     circumstances of any indemnification or transaction of the
     following kind: (a) Any transaction in which the ITC or its
     subsidiary was a party, and in which either of the following had a
     direct or indirect material financial interest: (1) any Director or
     officer of the ITC or its subsidiary (a mere common directorship
     shall not be considered a material financial interest); or (2) any
     holder of more than ten percent (10%) of the voting power of the
     ITC or its subsidiary.  The above statement need only be provided
     with respect to a transaction during the previous fiscal year
     involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was
     one of a number of transactions with the same person involving, in
     the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).
     
     Similarly, the statement need only be provided with to respect
     indemnifications or advances aggregating more than TEN THOUSAND
     DOLLARS ($10,000) paid during the previous fiscal year to any
     Director or officer, except that no such statement need be made if
     such indemnification was approved by the members pursuant to
     Section **** of the Nebraska Nonprofit Corporation Act.
     
     Any statement required by this Section shall briefly describe the
     names of the interested persons involved in such transactions,
     stating each person's relationship to the ITC, the nature of such
     personal interest in the transaction and where practical, the
     amount of such interest; provided, that in the case of a
     transaction with a partnership of which such person is a partner,
     only the interest of the partnership need be stated.
     
     If the ITC provides all members with an annual report according to
     the provisions of Section 5 of this Article, then such annual
     report shall include the information required by this Section.
     
   ______________________________________________________________________
   
                          ARTICLE 10. FISCAL YEAR
                                      
   SECTION 1. FISCAL YEAR OF THE ITC
   ****
     The fiscal year of the ITC shall begin on the first day of January
     and end on the last day in December in each year.
     
   ______________________________________________________________________
   
                             ARTICLE 11. BYLAWS
                                      
   SECTION 1. AMENDMENT
   
     Subject to any provision of law applicable to the amendment of
     Bylaws of public benefit nonprofit corporations, these Bylaws, or
     any of them, may be altered, amended, or repealed and new Bylaws
     adopted as follows: (a) subject to the power of the members, if
     any, to change or repeal these Bylaws under Section **** of the
     Corporations Code, by approval of the Board of Directors unless the
     Bylaw amendment would materially and adversely affect the rights of
     members, if any, as to voting or transfer, provided, however, if
     this corporation has admitted any members, then a Bylaw specifying
     or changing the fixed number of Directors of the ITC, the maximum
     or minimum number of Directors, or changing from a fixed to
     variable Board or vice versa, may not be adopted, amended; or
     repealed except as provided in subparagraph (b) of this section; or
     
     (b) by approval of the members of the ITC.
     
   ______________________________________________________________________
   
                     ARTICLE 12. AMENDMENT OF ARTICLES
                                      
   SECTION 1. AMENDMENT OF ARTICLES
   
     Amendment of the Articles of Incorporation may be adopted by the
     approval of the Board of Directors and by the approval of the
     members of the ITC.
     
   SECTION 2. CERTAIN AMENDMENTS
   
     Notwithstanding the above Section of this Article, the ITC shall
     not amend its Articles of Incorporation to alter any statement
     which appears in the original Articles of Incorporation and of the
     names and addresses of the first Directors of the ITC nor the name
     and address for its initial agent, except to correct an error in
     such statement or to delete either statement after the ITC has
     filed a statement by a non-profit corporation pursuant
     to Section **** of the Nebraska Nonprofit Corporation Act.
     
   ______________________________________________________________________
   
    ARTICLE 13. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND
ASSETS
                                      
   SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND
ASSETS
   
     No member, Director, officer, employee, or other person connected
     with the ITC, or any private individual, shall receive at any time
     any of the net earnings or pecuniary profit from the operations of
     the ITC, provided, however, that this provision shall not prevent
     payment to any such person or reasonable compensation for services
     performed for the ITC in effecting any of its public or charitable
     purposes, provided that such compensation is otherwise permitted by
     these Bylaws and is fixed by resolution of the Board of Directors;
     and no such person or persons shall be entitled to share in the
     distribution of, and shall not receive, any of the ITC assets on
     dissolution or winding up of the affairs of the ITC, all members of
     the ITC shall be deemed to have expressly consented and agreed that
     on such dissolution or winding up of the affairs of the ITC,
     whether voluntary or involuntary, the assets of the ITC after all
     debts have been satisfied, then remaining in the hands of the Board
     of Directors, shall be distributed as required by the Articles of
     Incorporation of the ITC and not otherwise.
     
     ______________________________________________________________________
   
                            ARTICLE 14. CHAPTERS
                                      
   SECTION 1. PURPOSES OF CHAPTERS
   
     A chapter is a unit of the ITC formed to serve a given locality.
     Those chapters that have a general technical scope are called
     "Chapters," and those chapters that have particular technical scope
     are called "Local Special Interest Groups" (Local SIGs). Those
     Chapters that serve students at colleges and universities are
     called "Student Chapters". All chapters will be organized and operated
     exclusively for educational, scientific, business and commerce purposes.
     
   SECTION 2. FORMATION
   
     Ten or more persons in a given locality who are members of may
     petition the Board of Directors for a charter as an ITC chapter in
     that locality. A petition for charter as a Student Chapter shall
     contain the name of at least one ITC Member who is willing to serve
     as its Chairman, and the name of at least one ITC member who is
     willing to serve as its Sponsor. A petition for charter for other
     chapters shall contain the name of at least one ITC member who is
     willing to serve as its Chairman. The Board of Directors shall
     accept or reject the petitions at its discretion, and shall specify
     the duration of charters. The Board of Directors shall inform the
     lead petitioner in writing of its decision.
     
   SECTION 3. MANAGEMENT
   
     Each chapter is governed by a set of bylaws that defines the
     officers of that chapter, and that contains minimal provisions
     established by the ITC and approved by the Board of Directors. The
     bylaws of each chapter, and all amendments to them, must receive
     the approval of the President and the Secretary. These approvals
     must be obtained before any amendment may be distributed for vote
     to the members of the chapter. The officers of a chapter will be
     elected and vacant offices filled as provided in its bylaws. All
     officers must be ITC members. For just cause, specific elected
     officers of a chapter may be removed by vote of at least two-thirds
     of the entire Board of Directors. The Sponsor of each Student
     Chapter will be appointed as provided in its bylaws. The Board of
     Directors will establish a procedure for confirming these
     appointments. All Sponsors of Student Chapters must be ITC members.
     
   SECTION 4. MEMBERSHIP
   
     Membership in a chapter shall be open to all ITC members within the
     locality served by the chapter. Such members shall be entitled to
     vote in chapter affairs. Chapter bylaws may grant affiliate
     membership to others who are not ITC members, but may not extend
     chapter voting privileges to those affiliate members.
     
   SECTION 5. FINANCE
   
     The responsibility for collecting, holding and disbursing funds is
     delegated to all chapters under terms of a Financial Accountability
     Policy established by the Board of Directors. Each chapter must
     file an annual financial statement with ITC. Should two or more
     chapters merge, all assets and liabilities become the
     responsibility of the surviving chapter. Should a chapter be
     dissolved, its assets and liabilities shall be transferred to ITC
     and shall be supervised by the Board of Directors; an exception may
     be granted by the Board of Directors when there is a conflicting
     school or government regulation.
     
   SECTION 6. VIABILITY
   
     Minimum acceptable levels of activity within chapters are specified
     in a Viability Policy established by the Board of Directors. Each
     chapter is responsible for filing reports as required by ITC. These
     include an annual activity report on the state of the chapter
     during the previous year, an annual financial report as required by
     the Financial Accountability Policy, and the closing reports for
     conferences and symposia sponsored by the chapter.
     
   SECTION 7. REVOCATION OF CHARTER
   
     A chapter's charter may be revoked by a two-thirds vote of all
     members of the Board of Directors after the chapter has served a
     probationary period. In the event that the Board of Directors is to
     consider the revocation of any chapter's charter, prior notice of
     the proposed action shall be given to all affected ITC members.
     
   SECTION 8. AUTHORITY
   
     In case of conflict, the Articles of Incorporation, the Bylaws, and
     the policies set by the Board of Directors take precedence, in the
     order stated, over any provisions of chapter bylaws or internal
     policies.
     _____________________________________________________________________
   
                                CERTIFICATE
                                      
   This is to certify that I, the undersigned, am the presently elected
   and acting Secretary of the corporation and that the foregoing (21
   pages) is a true and correct copy of the Bylaws of the corporation
   named in the title thereto and that such Bylaws were duly adopted by
   the members of said corporation on the date set forth below.
   
   Dated and Signed by the Secretary
   Revision Date: March 13, 1997
   Last modified on:  
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