Governance

Governance

logo

AzTEA Governance:

Arizona Technology in Education Association, (AzTEA) is a 501 (C)(3) non-profit corporation.

For more information on how the Board of Directors governs AzTEA see the bylaws below or email aztea@aztea.org.

Bylaws Of The Arizona Technology In Education Association

A 501 c(3) Corporation

Original March 1998
Revised June 1999
Revised May 2000
Revised May 2001
Revised May 2004
Revised February 2005
Revised August 2008
Revised April 2011

Article I. Name
Article II. Purpose of the Association
	Association Beliefs
Article III. Membership
	Section 1: Qualifications
	Section 2: Membership Period
	Section 3: Membership application
	Section 4: Membership Type
		Regular Membership
		Student Membership
		Institutional Membership
		Partner membership
		Distinguished Membership
		Honorary Membership
	Section 5: Membership Benefits
	Section 6: Establishment of Dues
	Section 7: Delinquency and Cancellation
	Section 8: Membership Records
	Section 9: Transferability of Membership
	Section 10: Certificates
Article IV. Annual Meeting and Special Meetings of the Voting Membership
	Section 1: Annual Meeting
	Section 2: Purpose of Annual Meetings
	Section 3: Conduct of the Annual Meeting
	Section 4: Voting of the Membership
Article V. Governance
	Section 1: Board Composition
	Section 2: Election of Officers and Directors
	Section 3: Qualifications for Board Directors
	Section 4: Terms of Office
	Section 5: Conflict of Interest
		1. Conflict of Interest Defined
		2. Definitions
		3. Procedures
		5. Review of policy
	Section 6: Board Vacancy
	Section 7: Removal of Board Members
	Section 8: Resignations
	Section 9: Meetings of the Board of Directors
	Section 10: Quorum
	Section 11: Voting
	Section 12. Voting by Mail and Electronically
	Section 13: Officers
	Section 14: Assumption of Duties
	Section 15. Terms of Board Officers and Chapter Chairs
	Section 16: Duties of the President
	Section 17: Duties of the President Elect
	Section 18: Duties of the Immediate Past President
	Section 19: Duties of the Secretary
	Section 20: Duties of the Treasurer
	Section 21: Appointed Positions
	Section 22: Past-Presidents Council
Article VI. Executive Committee
	Section 1: Executive Committee Members
	Section 2: Meetings
	Section 3: Conduct of Meetings
	Section 4: Quorum
Article VII. Committees
	Section 1: Standing Committees
	Section 2: Ad Hoc Committees
	Section 3: Term of office
	Section 4: Quorum
Article VIII. Employed Staff
	Section 1: Executive Director
	Section 2: Other Staff
	Section 3: Employee Protection Policy
Article IX. Financial Responsibility
	Section 1: Budget
	Section 2: Property
	Section 3: Net Earnings
	Section 4: Dissolution of the Association
	Section 5: Compiled Financial Statement
	Section 6: Non-liability of Members
	Section 7: Contracts
	Section 8: Checks, Drafts, etc
	Section 9: Deposits
	Section 10: Investments. 22
	Section 11: Gifts 22
	Section 12: Records 22
	Section 13: Fiscal Period
	Section 14: Document Retention Policy
Article X. Regional Chapters
	Section 1: Regional Chapter
	Section 2: Purpose
	Section 3: Boundaries
	Section 4: Formation of New Chapters
	Section 5: Funding
	Section 6: Chapter Governance
	Section 7: Rules
	Section 8: Chapter Handbook
	Section 9: Qualifications for Chapter Chair
	Section 10: Appointment of the Chapter Chair
	Section 11: Chapter Chair Responsibilities
	Section 12: Shared Chapter Governance
	Section 13: Vacancies
	Section 14. Dissolution
Article XI. Special Interest Groups (SIG)
	Section 1. Formation
	Section 2: Purpose
	Section 3: Participation
	Section 4. Qualifications for Membership
	Section 5. Functions
	Section 6: SIG Handbook
	Section 7: SIG Governance
	Section 8. Qualifications for SIG Chair
	Section 9: Appointment of the SIG Chair
	Section 10. SIG Chair Responsibilities
	Section 12: Shared SIG Governance
	Section 13. Vacancies
	Section 14. Dissolution
Article XII. Parliamentary Authority
Article XIII. Amendment Of Bylaws
Acknowledgments
Appendix A: Employee Protection Policy
Appendix B: Conflict of Interest Form

Article I. Name

The name of the corporation is the Arizona Technology in Education Association (AZTEA). The corporation shall be known in this document as “AzTEA.”

Article II. Purpose of the Association

This Association shall be a non-profit educational organization whose purposes are:

to provide an Association of educational technology professionals within the state of Arizona.
to provide for the sharing and exchanging of ideas, techniques, materials, and procedures for using educational technology to support 21^st century learning.
to promote general recognition of the vital professional role played by the educational technologist and classroom professionals who utilize technology and the high level of competence required for this role.
to promote and encourage appropriate use of technology for the improvement of instruction and educational management.
to encourage and advise appropriate organizations and individuals concerning research relating to the use of educational technology.
to encourage the development and improvement of instructional programs that appropriately use technology to enhance 21^st century skills.
to promote professional standards.
to encourage membership and participation in the International Society for Technology in Education (ISTE).

Association Beliefs:

We believe that everyone can learn.
We believe that technology empowers learners to pursue learning
We believe mentors support the pursuits of learners.
We believe technology provides connections that stretch beyond our immediate reach.
We believe technology exposes us to broader wisdom.
We believe that students must be able to access and use digital technologies that empower, support, and provide them with the opportunities to learn, capture each moment, share their personal history, and imagine and create their future.

Article III. Membership Section 1: Qualifications

The membership of the Association shall be individuals who are educators and others interested or engaged in using educational technology to develop 21st century skills or related interests in schools, colleges, or county, state, regional, or national educational systems and individuals or corporations who have mutual goals and interests with the Association. Membership in this Association shall be available to all persons regardless of ethnicity, gender, creed, or national origin, and who agree to comply with the basic tenets of the Association as described in these Bylaws.

Section 2: Membership Period

The membership period shall be for one (1) year from the date dues are received at the Association mailing address or the member joins using the Association’s web site. The date the dues are received shall be recorded to establish each member’s anniversary date for future renewals.

Section 3: Membership application

The procedures for applying for membership shall be determined at the direction of the Association’s Board of Directors.

Section 4: Membership Type

The Association Board of Directors shall develop individual member benefits. At a minimum, membership types shall include the following:

Regular Membership

Regular voting membership in the Association shall be open to all individuals who are interested in using technology to promote learning. Regular members are those who pay for their membership personally or through their educational institution (or not-for-profit organization).

Student Membership

Student Membership shall be available to full-time graduate or undergraduate students. Full-time student members will have all voting rights and privileges of Regular Membership. The Board shall determine the qualifications for the Student Membership category.

Institutional Membership

Institutional Membership applies to any educational institution that is teaching students. This could include all LEAs (Local Education Agencies), Departments of Education, Charter Educational Institutions, Private Educational Institutions, or institutions of higher education.

Partner membership

Non-voting membership. Membership shall be available to for-profit and not-for-profit firms, corporations, or organizations that have an interest in promoting computers or related technology and their educational uses.

Distinguished Membership

Distinguished membership shall be limited to Association members and former members who have distinguished themselves by their dedication and meritorious service to the Association and its purposes. Past Presidents of the Association shall automatically be conferred this recognition for life and included in future Board communications to ensure their wisdom and experience may benefit the Association.

Board members shall vote to confer distinguished Membership. Distinguished members may choose to be exempt from paying dues for life, or a period of time specified by the Board, and will enjoy all privileges of Regular Membership and shall be eligible to hold office.

Honorary Membership

Honorary membership may be granted to any person who has made outstanding contributions to the advancement of technology and education and/or this Association. The Board of Directors shall confer this distinction only upon a vote by a majority of Board members. Honorary members will be exempt from paying dues for life and will enjoy all privileges of Regular Membership except voting and holding office.

Section 5: Membership Benefits

Membership benefits shall be determined at the direction of the Association Board of Directors.

Section 6: Establishment of Dues

Annual dues for all classes of membership shall be determined by majority vote of the Board of Directors. All members shall be notified within sixty (60) days of any change in the amount of dues approved by the Board of Directors.

Section 7: Delinquency and Cancellation

A procedure that provides for adequate notice of membership renewal and establishment of procedures for removal of delinquent membership shall be the responsibility of the Executive Committee. Members may not be removed unless dues are delinquent for more than ninety (90) calendar days.

Section 8: Membership Records

The Association shall keep a membership record containing the name and address of each member.

The membership list shall be the sole property of the Association and shall only be shared with others to further the objectives of the Association.
The Executive Committee shall develop policies and procedures governing the use of the membership list.

Section 9: Transferability of Membership

Membership in the Association is non-transferable and non-assignable with the exception of Institutional memberships.

Section 10: Certificates

The Association may issue annual certificates of membership if so authorized by resolution of the Board of Directors.

Article IV. Annual Meeting and Special Meetings of the Voting Membership Section 1: Annual Meeting

The Annual Meeting will be held once a year within ninety (90) days of the end of the fiscal year. Notice of the Annual Meeting shall be provided to all members at least 30 days prior to the meeting and the meeting shall be public. The annual meeting may be conducted electronically if the membership is informed and invited.

Section 2: Purpose of Annual Meetings

The purpose of the Annual Meeting, held in compliance with Arizona Corporation Commission Requirements as part of the annual renewal of incorporated status, is to install officers and directors, present organizational highlights, and present a budget status report. Such report shall be filed with the records of the Association and entered in the minutes of the proceedings of such Annual Meeting of Members.

Section 3: Conduct of the Annual Meeting

Meetings of members shall be presided over by the President of the Association or, in his/her absence, by the President Elect or Past President. The Secretary of the Association shall act as Secretary of all meetings. In his/her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

Section 4: Voting of the Membership

From time to time there may be issues that require a vote by the entire Association membership. At the discretion of the Executive Committee, voting can be conducted electronically via email, an online survey instrument, or some similar electronic device in order to facilitate the largest participation by the Members possible.

Each member of the Association is entitled to one (1) vote on each matter submitted to a vote of the members. Members shall not be permitted to vote or act by proxy or in absentia.

Items presented for a vote shall pass by a majority (50% +1) of those voting.

Article V. Governance

The Association shall be governed by a Board of Directors to be elected by the voting members of the Association.

Section 1: Board Composition

The members of the Board of Directors of the Association shall be composed of the officers (President, President Elect, Immediate Past President, Secretary, and Treasurer), six (6) directors elected by the membership, the chairpersons of duly created Chapters, the ISTE Affiliate Representative, and the Partner Liaison.

The Board also consists of Appointed Board members who serve at the discretion of the currently seated Board of Directors.

Section 2: Election of Officers and Directors

Not less than 60 days before the annual meeting, the President Elect (or immediate past president) shall appoint a Nominating Committee consisting of at least two (2) additional members. Not less than 40 days before the annual meeting, this committee shall submit to the secretary of the Association names of qualified candidates for each office and each vacancy among the directors, after having ascertained that each such candidate is willing to serve if elected. Not less than 30 days prior to the annual meeting, the secretary shall notify the membership of the Nominating committee report. Election will be by written or electronic ballot. In the event of a tie for a place on the Board of Directors, a run-off election will be held immediately.

Section 3: Qualifications for Board Directors

Any Regular Member, who is a current or retired teacher, administrator, or other employee of an educational entity in the state of Arizona who has served at least one (1) year as a regular Association member shall be eligible for nomination and election to any office of the Association. Educational entities, for the purpose of these Bylaws, shall include public, private, and charter schools, colleges and universities, and governmental agencies concerned with education. In addition, the Board may recruit a member outside of an educational entity if that person's unique skills are deemed necessary, i.e. legal or financial expertise.

Section 4: Terms of Office

The term of office for elected positions other than an At-Large Director shall be for one year, July 1 to June 30.

The six at-large members of the Board of Director are elected for three (3) year terms of office. These terms are to be staggered so that two members are elected each year.

Section 5: Conflict of Interest

This conflict of interest policy is designed to help directors, officers, and employees of the Association identify situations that present potential conflicts of interest. It is also designed to provide the Association with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though a director or officer has or may have a conflict of interest with respect to the transaction.

1. Conflict of Interest Defined.

For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest unless otherwise approved by a majority vote of the Board of Directors:

Outside Interests.
1. A Contract or Transaction between the Association and a Responsible Person or Family Member.
2. A Contract or Transaction between the Association and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative.
Outside Activities.
1. A Responsible Person competing with the Association in the rendering of services or in any other Contract or Transaction with a third party.
2. A Responsible Person having a Material Financial Interest in; or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative of, or consultant to; an entity or individual that competes with the Association in the provision of services or in any other Contract or Transaction with a third party.
Gifts, Gratuities and Entertainment. A Responsible Person accepting gifts, entertainment or other favors from any individual or entity that:
1. does or is seeking to do business with, or is a competitor of the Association; or
2. has received, is receiving or is seeking to receive a loan or grant, or to secure other financial commitments from the Association;
3. is a charitable organization operating in Arizona; under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value, which are not related to any particular transaction, or activity of the Association.

2. Definitions.

1. Conflict of Interestis any circumstance described in Part 1 of this Policy.
2. A Responsible Person is any person serving as an officer, employee or member of the Board of Directors of the Association.
3. C. A Family Member is a spouse, domestic partner, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person.
4. D. A Material Financial Interest in an entity is a financial interest of any kind, which, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person or Family Member’s judgment with respect to transactions to which the entity is a party. This includes all forms of compensation.
5. E. A Contract or Transaction is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, the establishment of any other type of pecuniary relationship, or review of a charitable organization by the Association. The making of a gift to the Association is not a Contract or Transaction.

3. Procedures.

1. Prior to board or committee action on a Contract or Transaction involving a Conflict of Interest, a director or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.
2. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
3. A person who has a Conflict of Interest shall not participate in or be permitted to hear the board or committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
4. A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the Board of Directors of the Association has a Conflict of Interest when he or she stands for election as an officer or for re-election as a member of the Board of Directors.
5. Responsible Persons who are not members of the Board of Directors of the Association, or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of Board or committee action, shall disclose to the Chair or the Chair’s designee any Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Responsible Person knows the Conflict of Interest. The Responsible Person shall refrain from any action that may affect the Association ‘s participation in such Contract or Transaction. In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Chair’s designee, who shall determine whether there exists a Conflict of Interest that is subject to this policy.
6. Confidentiality. Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of the Association. Furthermore, a Responsible Person shall not disclose or use information relating to the business of the Association for the personal profit or advantage of the Responsible Person or a Family Member.

5. Review of policy.

1. Each new Responsible Person shall be required to review a copy of this policy and to acknowledge in writing that he or she has done so.
2. Each Responsible Person shall annually complete a disclosure form identifying any relationships, positions or circumstances in which the Responsible Person is involved that he or she believes could contribute to a Conflict of Interest arising. Such relationships, positions or circumstances might include service as a director of or consultant to a nonprofit organization, or ownership of a business that might provide goods or services to the Association. Any such information regarding business interests of a Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the Chair and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.

Section 6: Board Vacancy

A vacancy may be declared to exist on the Board of Directors when a resignation is received or when a person fails to attend three consecutive meetings of the Board of Directors without presenting an excuse to the President. If there is a “removal for cause” it shall be the Board of Directors responsibility to hold an election or appoint a replacement, whichever is more feasible at that time. In the event there is an opening in the board, those board members serving may appoint a member to fill that position (by a 2/3 vote of the board) until the next schedule election. The newly elected board member would continue the existing cycle of service (complete the term of the former board member).

Section 7: Removal of Board Members

If any member of the Board shall at any time cease to meet the qualifications or fulfill the duties of the position, that person may be removed from the board by resolution adopted by the Board.

Section 8: Resignations

A Board member may resign at any time by giving written notice to the Board or to an Officer of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer. Acceptance of such resignation shall not be necessary to make it effective.

Section 9: Meetings of the Board of Directors

There shall be at least 6 meetings of the Board of Directors during each fiscal year.

Section 10: Quorum

A Quorum of the full board is required for voting on issues of importance to the Association. A quorum shall consist of 50 percent + one of the voting board membership.

If a quorum is not present, the Board may still meet to discuss issues of importance but may not vote on these issues.

Section 11: Voting

Each member of the Board (Elected and Appointed) 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. Voting may also be conducted by mail or electronically. For Chapters who have Co-Chairs, one Chair shall be appointed as the voting member for that meeting.

In the event that a voting board member cannot participate either in person or electronically they may elect to assign their vote to a proxy.

Section 12. Voting by Mail and Electronically

Action taken by mail or electronically by the members of the Board of Directors shall be a valid action of the Board and shall be reported at the next regular meeting of the Board.

Section 13: Officers

The Association officers shall consist of the President, President-elect, Immediate Past President, Secretary, and Treasurer. No individual shall hold two elected positions simultaneously within the Association including Chapter positions.

Section 14: Assumption of Duties

All elected Officers shall assume their positions on July 1 of the year they were elected.

Section 15. Terms of Board Officers and Chapter Chairs

The President Elect, who shall then serve as President and Immediate Past President, shall be elected biennially. The President Elect shall serve a four-year term, in each in the following roles:

President Elect - One (1) year

President - two (2) years

Past-President - One (1) year

All other Board officers - Secretary and Treasure - and Chapter Chairs shall serve on an annual basis.

Section 16: Duties of the President

The President shall be the chief elected officer of the Association and serve as Chairman of the Board of Directors. The President shall preside at all regular and special meetings of the Board of Directors and the membership. The President shall serve as a member, ex-officio, of all committees. The President shall make all required appointments of the standing and special committees and other positions as needed unless otherwise stated in the Bylaws.

The President shall be responsible for conducting, or delegating as appropriate, the daily business of the Association, consistent with current policies of the Association. The President shall work closely with the Executive Director and shall mentor the President Elect.

At the Annual Business meeting and at such other times as are deemed proper, the President shall communicate to the members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Association. He/she shall perform such other duties as are necessarily incident to the office of the President or as may be prescribed by the Board of Directors.

The President of the Association shall attend the Affiliate meetings of the International Society for Technology in Education (ISTE). The President of the Association will present the yearly calendar of regular Board meetings and other events upon assuming office. The President of the Association may authorize expenditures of $1,000.00 or less in keeping with the actions of the Board of Directors and its budget.

Section 17: Duties of the President Elect

The President Elect shall succeed to be President. He/she shall perform the duties of the President in case of the President’s inability to serve. When possible, the President Elect shall accompany the President to Association events. The President Elect shall be responsible for reviewing official Association documents, including financial reports and minutes of all meetings. The President Elect shall complete the term of office of the President should he/she resign and shall then serve the full term to which elected.

Section 18: Duties of the Immediate Past President

The Immediate Past President succeeds from the Presidency and serves for the year immediately following his/her presidency. After completing the term of Immediate Past President, he/she becomes President Emeritus and serves as a non-voting member. During his/her term as Immediate Past President, he/she shall act in an advisory capacity to the Board of Directors and shall serve on all Standing Committees as well as committees as appointed by the President or requested by the Board. The Immediate Past President shall serve as President Elect in case of the President Elect's inability to serve until a new President Elect can be elected by the membership.

Section 19: Duties of the 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.

Section 20: Duties of the Treasurer

The Treasurer shall be responsible for ensuring the maintenance of adequate corporate books of account; shall serve as chair of the Finance Committee; and perform other duties as may be assigned by the President or by the Board of Directors.

Section 21: Appointed Positions

At the recommendation of the Executive Committee, the Board shall, by a majority vote of the Directors, create appointed positions as needed. Appointed positions are voting members of the Board and are re-appointed on an annual basis.

Section 22: Past-Presidents Council

All past Association Presidents shall be eligible for membership on the Past-Presidents Council. Meetings of the Council shall be called at the discretion of the President to provide guidance to the Association.

Article VI. Executive Committee

Section 1: Executive Committee Members

The Executive Committee consists of the Officers of the Association (President, President-elect, Immediate Past President, Secretary, and Treasurer). The Executive Committee has the authority to conduct the daily operations of the Association until such a time as an Executive Director is hired. At that point the Executive will monitor the activities of the organization and guide the Executive Director Each member of the Executive Committee is a voting member. From time to time, the Executive Committee shall invite Committee Chairs, Special Interest Group Chairs, or someone in an Appointed Position when discussing issues where the invitee has the specific knowledge needed to help the Executive Committee make a decision.

Section 2: Meetings

The Executive Committee shall meet on months when the full board does not meet and as needed to deal with emergency situations affecting the Association. All meetings of the Executive Committee shall be convened by the President or in his/her absence, the President Elect.

Section 3: Conduct of Meetings

Meetings of the Executive Committee may be conducted electronically via voice, data or videoconference as long as all of the Executive Committee members agree.

Section 4: Quorum

A quorum of the Executive Committee is defined as three (3) officers of the Executive Committee.

Article VII. Committees

The President, in consultation with the Executive Committee, shall have the authority to set up such committees as are needed with the approval of the Board of Directors. The President shall appoint committee chairpersons.

Section 1: Standing Committees

The Board of Directors shall, at the recommendation of the Executive Committee, establish annual standing committees to conduct specific tasks as specified by the Board.

Section 2: Ad Hoc Committees

Other committees may be created as needed to conduct Association business. The President, in consultation with the Executive Committee, shall appoint and remove committee members whenever the best interests of the Association are served thereby. When the committee is established, a sunset date shall be set to limit the duration of the committee.

Section 3: 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 the committee, ceases to qualify as a member of the committee, or unless the committee is terminated.

Section 4: Quorum

Unless otherwise provided in the resolution designating a committee, a majority of the committee shall constitute a quorum.

Article VIII. Employed Staff Section 1: Executive Director

The Board may employ an Executive Director who shall be the chief operational officer of the Association. Under the Direction of the Board, the Executive Director shall oversee the day-to-day activities of the Association. The Executive Director will retain and supervise such staff as are necessary and budgeted by the Association.

Section 2: Other Staff

As authorized by the Board, such employed staff as may be necessary to support the Association shall be hired and discharged by the Executive Director or in the absence thereof by Executive Committee. The employed staff shall report directly to, and are accountable to, the Executive Director or his or her designates.

Section 3: Employee Protection Policy

1. Upon beginning employment with the Association, employees will review the Employee Protection Policy form with their supervisor.
2. Employees will have an opportunity to ask questions and receive answers about the Employee Protection Policy.
3. Employees will be required to sign the Employee Protection Policy form to indicate that they have received and understand the policy.
4. A copy of the Board of Directors approved Employee Protection Policy form is included in Appendix A of this document.

Article IX. Financial Responsibility Section 1: Budget

The Board of Directors shall adopt an annual operating budget covering all activities of the Association. A financial report of the fiscal year just completed is available upon request by any Regular Member.

Section 2: Property

The property of the Association 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.

Section 3: Net Earnings

No part of the net earnings of the Association shall serve to the use or benefit of, or be distributable to its members, Officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (A) by a corporation exempt from federal income tax under Section 501 (C) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or (B) by an Association, contributions to which are deductible under Section 170 (C) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Section 4: Dissolution of the Association

Upon the dissolution of the Association, the Board shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all assets of the Association by returning them to the parent organization, the International Society for Technology in Education.

Section 5: Compiled Financial Statement

The accounts of the Association shall be subject to an annual compiled financial statement by a professional individual(s) with demonstrated knowledge of established accounting procedures. The Board of Directors prior to conducting the annual compiled financial statement shall approve the individual(s) conducting the compiled financial statement. This report is available at the Annual meeting and made available to all members.

Section 6: Non-liability of Members

No member of the Association shall be personally liable for the debts, liabilities, or obligations of the Association. The Association shall maintain a liability insurance policy to protect the Association and it’s officers during the occasions of any official Association business

Section 7: Contracts

The Board may authorize any officer or agent of the Association, 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 Association. Such authority may be general or confined to specific instances.

Section 8: Checks, Drafts, etc.

Such corporate officer or agent, as the Board shall determine shall sign all orders for the payment of money, or evidences of indebtedness issued in the name of the Association. In the absence of such a determination, such instruments shall be signed by the Treasurer and countersigned by the President, President Elect, or Immediate Past President.

Section 9: Deposits

All Association funds shall be deposited to the credit of the Association in such banks, or other depositories as the Board may select.

Section 10: Investments

When deemed prudent by the Board, Association funds may be invested in such instruments as deemed prudent by the Financial Committee.

Section 11: 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.

Section 12: Records

The corporation shall keep 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. A director, or director’s agent or attorney may inspect all Association records for any proper purpose at any reasonable time.

Section 13: Fiscal Period

The fiscal year of the Association will be July 1 through June 30 of each year.

Section 14: Document Retention Policy

Purpose

The purpose of this document retention policy is for the Association to enhance compliance with the Sarbanes-Oxley Act and to promote the proper treatment of corporate records of the Association. This policy covers all records and documents, regardless of physical form or characteristics, which have been created or received by the Association in connection with the transaction of business. The President or Executive Director of the Association is responsible for the implementation of, and compliance with, this policy.

Electronic Documents

Electronic documents shall be retained as if they were paper documents. Therefore, any electronic files that fall into one of the document types discussed below shall be maintained for the appropriate amount of time.

Document Destruction

The Association is responsible for the ongoing process of identifying its records, which have met the required retention period, and overseeing their conversion to electronic format for permanent retention and/or destruction. Either shredding or disposal in the normal trash collection will be used for the destruction of the documents. Documents containing donor or employee personal data or financial data will be shredded.

Suspending Document Destruction

Upon any indication of an official investigation of the Association, document destruction shall be suspended immediately. Destruction shall be reinstated upon conclusion of the investigation.

Document Retention

The Association shall retain documents for the period of their immediate or current use, unless listed in the attached document retention schedule. Documents that are not listed, but are substantially similar to those listed in the schedule, shall be retained for the appropriate length of time prescribed for the similar documents.

General Guidelines

1. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files.
2. The cost of maintaining records is an expense that can grow unreasonably if good housekeeping is not performed.
3. A mass of records also makes it more difficult to find pertinent records.
4. From time to time, the Association may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management.
5. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.

Exception for Litigation Relevant Documents

1. The Association expects all officers, directors, and employees to comply fully with any published records retention or destruction policies and schedules.
2. All officers, directors, and employees should note the following general exception to any stated destruction schedule:
  1. If you believe, or the Association informs you, that Association records are relevant to litigation, or potential litigation (i.e., a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed.
  2. The exception above supersedes any previously or subsequently established destruction schedule for those records.

Minimum Retention Periods for Specific Categories

1. Organizational Documents. Organizational records include the Association’s articles of incorporation, by-laws and IRS Form 1023, Application for Exemption. Organizational records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.
2. Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the Association’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
3. Employment Records/Personnel Records. State and federal statutes require the Association to keep certain recruitment, employment and personnel information. The Association should also keep personnel files that reflect performance reviews and any complaints brought against the Association or individual employees under applicable state and federal statutes. The Association should also keep in the employee's personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.
4. Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the Association’s files. The Association should keep a clean copy of all other Board and Board Committee materials for no less than three years.
5. Press Releases/Public Filings. The Association should retain permanent copies of all press releases and publicly filed documents under the theory that the Association should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the Association.
6. Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.
7. Marketing and Sales Documents. The Association should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.
8. Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the Association and are protected as a trade secret where the Association:
  1. derives independent economic value from the secrecy of the information; and
  2. has taken affirmative steps to keep the information confidential. The Association should keep all documents designated as containing trade secret information for at least the life of the trade secret.
9. Contracts. Final, execution copies of all contracts entered into by the Association should be retained. The Association should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
10. Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
11. Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.
12. Insurance. Expired insurance policies, insurance records, conference insurance, accident reports, claims, etc. should be kept permanently.
13. Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.

Electronic Mail

E-mail that needs to be saved should be either:

printed in hard copy and kept in the appropriate file; or
downloaded to a computer file and kept electronically or on disk as a separate file.

The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.

Document Retention Schedule by Document

Document	Period
Board and Board Committee Materials.	Permanently
Development/Intellectual Property and Trade Secrets.	Permanently
External Audit Records	Permanently
Insurance.	Permanently
Organizational Documents.	Permanently
Press Releases/Public Filings.	Permanently
Retirement and pension records	Permanently
Accounts payable ledgers and schedules	Seven years
Legal Files.	Ten years
Any inventories of products, materials, and supplies and any invoices	Seven years
Other employment and personnel records	Seven years
Tax Records.	Seven years from the date of filing
All other Board and Board Committee materials	Three years
Internal audit reports	Three years
Marketing and Sales Documents	Three years
Sales invoices, contracts, leases, licenses,	Three years beyond the life of the agreement
Contracts	Three years beyond the life of the agreement, and longer in the case of publicly filed contracts
Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases)	Three years.
Employment applications	Three years.
Correspondence (Unless under another category)	Two years

This policy has been modified from policies provided by the Consortium of School Networking (CoSN) and the Michigan Association for Computer Users in Learning (MACUL).

Article X. Regional Chapters Section 1: Regional Chapter

The Regional Chapter will consist of a Regional Chapter Chair, an Executive Committee, and Local members. All activities of the Regional Chapter must be consistent with the purpose and objectives of the Association as described in Article II.

Section 2: Purpose

Regional Chapters shall be created to provide more direct and expedient service to members.

Section 3: Boundaries

The actual boundary of a region is not as material as the proximity to service and support from the membership. A member may designate, at joining or renewing, a primary chapter. This does not preclude participation in other chapter activities.

Section 4: Formation of New Chapters

If a group of ten (10) or more members decides it is in their best interest to form a Chapter, they may do so by petitioning the Board of Directors through a simple letter stating who the members are and appointing a temporary Chair.

Upon acceptance by the Board by a majority vote, the new Chapter will be placed on “Provisional” status and will be assigned a mentor to help them develop the activities of the chapter. The Provisional Chapter also will be provided with web, financial, and advertising support.

The Board will review the Chapter’s Provisional status on an annual basis for a period not longer than four years. Upon approval by a majority of the Board at a duly called Board meeting, the Chapter will move from Provisional to full status receiving all benefits listed in Article X. If after four years the Board does not deem the new Chapter viable, the original members will be given the option of dissolving the Provisional Chapter or applying for an extension.

Section 5: Funding

Each Chapter will receive an annual appropriation from the Board. This appropriation is for each chapter and shall be part of the Association’s budget.

Section 6: Chapter Governance

Each Chapter shall consist of a Chair or Co-Chairs, and a Planning Committee of at least three (3) members from the Region.

Section 7: Rules

Each Chapter may adopt governing rules but these must not inconsistent with these bylaws or with the rules adopted by the Board of Directors.

Section 8: Chapter Handbook

A complete copy of the Chapter Handbook shall be maintained by the Association and by the Chapter officers. Each new Chapter officer shall be provided with a copy of the Handbook.

Section 9: Qualifications for Chapter Chair

Any Regular Member, who is a current or retired teacher, administrator, or other employee of an educational entity in the state of Arizona, shall be eligible for nomination and election as a Chapter Chair.

Section 10: Appointment of the Chapter Chair

The Chapter Chair shall be appointed by a majority of the Planning Committee.

Section 11: Chapter Chair Responsibilities

The Chapter Chair shall preside at Local Chapter meetings. The Chapter Chair shall recruit and appoint members of a local Planning Committee from the general membership of that local area to assist him/her in conducting the daily business of the local chapter, consistent with current policies of the Association. The Chapter may establish an officer structure comparable to the existing structure of the Association.

At local Chapter meetings and at such other times as are deemed proper, the Chapter Chair shall communicate to the members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Association. He/she shall perform such other duties as are necessarily incident to the office of Chapter Chair or as may be prescribed by the Board of Directors. The Local Chapter Chair shall report Local Chapter activities to the Board of Directors.

Section 12: Shared Chapter Governance

To ease the responsibilities on an individual, the Chapter may choose to appoint Co-Chairs who shall share all responsibilities. In the event that the Chapter chooses to appoint Co-Chairs, the Co-Chairs will share their voting membership on the Board of Directors. The Co-Chair should identify to the President who has voting responsibility at the beginning of each meeting.

Section 13: Vacancies

If the Local Chapter Chair is unable to fulfill the duties for their term, a new Chair shall be appointment by the Planning Committee.

Section 14. Dissolution

Should Chapter active membership drop below 5 members, the Board shall discuss the dissolution of a SIG. The decision to dissolve a Chapter requires a three-quarters vote by the board.

Article XI. Special Interest Groups (SIG)

Section 1. Formation

At the discretion of the Board of Directors or upon petition by 10 Regular members, the Board of Directors may consider the formation of a Special Interest Group (SIG). The creation of a SIG requires a two-thirds vote of the Board of Directors.

Section 2: Purpose

Special Interest Groups (SIGs) are created when members of like interest determine that they want to share information related to activities of interest to the Association.

Section 3: Participation

A member of the Association may participate in any SIG activities of choice. There will be no boundary or other limitations, other than interest, to determine when and where SIG activities occur.

Section 4. Qualifications for Membership

The SIG will shall determine the qualifications for membership, as well as the responsibilities and management of the SIG.

Section 5. Functions

Each SIG functions under the financial and structural umbrella of the Association that retains all rights and responsibilities for the SIG name, publications, assets and liabilities.

Section 6: SIG Handbook

The Association shall maintain a complete copy of a SIG’s Handbook.

Section 7: SIG Governance

Each SIG shall consist of a Chair or Co-Chairs, and a Planning Committee of at least three (3) members from the SIG. Each SIG shall appoint a representative (voting) as a liaison to the Association Board of Directors.

Section 8. Qualifications for SIG Chair

Any Regular Member, who is a current or retired teacher, administrator, or other employee of an educational entity in the state of Arizona, shall be eligible for nomination and election as a SIG Chair.

Section 9: Appointment of the SIG Chair

The SIG Chair shall be elected by a majority of the SIG membership.

Section 10. SIG Chair Responsibilities

The SIG Chair shall preside at SIG meetings. The SIG Chair shall recruit and appoint members of a local Planning Committee from the general membership of that SIG to assist him/her in conducting the daily business of the SIG, consistent with current policies of the Association. The SIG may establish an officer structure comparable to the existing structure of the Association.

At local SIG meetings and at such other times as are deemed proper, the SIG Chair shall communicate to the members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Association. He/she shall perform such other duties as are necessarily incident to the office of SIG Chair or as may be prescribed by the Board of Directors. The SIG Chair or his/her delegate shall report Local SIG activities to the Board of Directors.

Section 12: Shared SIG Governance

To ease the responsibilities on an individual, the SIG may choose to elect Co-Chairs who shall share all responsibilities. In the event that the SIG chooses to elect Co-Chairs, the Co-Chairs will share their voting membership on the Board of Directors. The Co-Chair should identify to the Board President who has voting responsibility at the beginning of each meeting.

Section 13. Vacancies

If the SIG Chair is unable to fulfill the duties for their term, a new Chair shall be appointment by the Planning Committee.

Section 14. Dissolution

Should SIG active membership drop below 5 members, the Board shall discuss the dissolution of a SIG. The decision to dissolve a Chapter requires a three-quarters vote by the board.

Article XII. Parliamentary Authority

The latest edition of Robert's Rules of Order will govern the Association in all cases in which they are applicable and in which they are not inconsistent with the bylaws or the special rules of order of the Association.

Article XIII. Amendment Of Bylaws

These bylaws may be amended by a two-thirds majority of voting members attending a regular or specially called meeting of the Association, provided that notice of the proposed changes has been sent to the membership not less that 30 days prior to the meeting or by vote of the members electronically as part of the regular elections held annually.

Acknowledgments:

The Bylaws of the Association is adapted from the original Bylaws of the Association and from materials of the following organizations:

Texas Computer Education Association
Maryland Instructional Computer Coordinators Association
CUE

Appendix A: Employee Protection Policy

If any employee reasonably believes that some policy, practice, or activity of the Association is in violation of law, the employee must file a written complaint with the Executive Director or the Board President. It is the intent of the Association to adhere to all laws and regulations that apply to the Association and the underlying purpose of this policy is to support the Association’s goal of legal compliance. The support of all employees is necessary to achieving compliance with various laws and regulations. An employee is protected from retaliation only if the employee brings the alleged unlawful activity, policy, or practice to the attention of the Association and provides the Association with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to employees that comply with this requirement.

The Association will not retaliate against an employee who in good faith, has made a protest or raised a complaint against some practice of the Association, or of another individual or entity with whom the Association has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.

“Acting in good faith” is defined as having a reasonable basis for his/her belief in the nature of the complaint. Any allegation made maliciously or knowingly to be false constitutes a serious violation of the Association’s policies and will be dealt with as a disciplinary matter.

The Association will not retaliate against employees who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of the Association that the employee reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.

My signature below indicates my receipt and understanding of this policy. I also verify that I have been provided with an opportunity to ask questions about the policy.

Employee Signature ____________________________ Date_________

This policy has been modified from policies provided by the Consortium of School Networking (CoSN) and the Michigan Association for Computer Users in Learning (MACUL).

Appendix B: Conflict of Interest Form

Name: _________________________________________________

Please describe below any relationships, positions, or circumstances in which you are involved that you believe could contribute to a Conflict of Interest (as defined in the Association’s Policy on Conflicts of Interest) arising.

I hereby certify that the information set forth above is true and complete to the best of my knowledge. I have reviewed, and agree to abide by, the Policy of Conflict of Interest of the Association that is currently in effect.

Signature: ______________________ Date: ____________________

Changes To Policy

The Association reserves the right to change these policies and adopt additional policies from time to time.