bylaws

This file started with the original 1989 bylaws. Sections to be deleted or majorly changed have the words underlined.

Here is a link to the CUE bylaws - downloaded 5/7/07. Probably would be good to compare...

BYLAWS OF SAN DIEGO COMPUTER-USING EDUCATORS (SDCUE)

An affiliate of Computer-Using Educators, Inc.

ARTICLE I

PURPOSE

SDCUE, (the organization) is organized and operated exclusively for charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code. The organization shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code.

The purposes of the organization are to promote the development and growth in the use of computer and other technologies in education and to promote the professional growth of its members and all fellow educators, in furtherance thereof, to make a substantial contribution toward developing and providing information, materials, and software applications to all interested persons, to operate as an affiliate of Computer-Using Educators, Inc., and to sustain these efforts through the continuation of a non-profit organization.

The property of the organization is irrevocably dedicated to charitable purposes and no part of the net income or assets of the affiliate shall ever inure to the benefit of any Director, officer, or member' thereof or to the benefit of any private person.

No substantial part of the activities of the organization shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and that the organization shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.

Upon the dissolution or winding up of the affiliate, its assets remaining after payment, or provision for payment, of all debts and liabilities of this organization shall be distributed to CUE, Inc., or in absence thereof to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501 (c)(3) of the Internal Revenue Code.

ARTICLE II

OFFICES

The organization shall maintain a principal office within the State of California and an agent at such office, and may have other offices within the state as designated by this affiliate's Board of Directors (the Board).

ARTICLE III

MEMBERSHIPS

3.1 QUALIFICATIONS. Any current member of CUE, Inc., interested in the stated purposes of the organization.

3.2 ADMISSION. Application in writing and payment of annual dues to CUE, Inc.

3.3 DUES. The annual dues payable to the organization by members shall be collected by CUE, Inc., in such amount as may be determined from time to time by resolution of the CUE, Inc., Board of Directors. Dues shall become due and payable at the expiration date fixed by CUE, Inc., at the time of membership and anniversaries thereof.

3.4 ASSESSMENTS. Memberships shall be nonassessable.

3.5 CERTIFICATES. The organization may issue annual certificates of membership if so authorized by resolution of the Board.

3.6 NUMBER OF MEMBERS. There is no limit on the number of members the organization may admit.

3.7 MEMBERSHIP RECORDS. The organization shall keep a membership record containing the name and address of each member. Such records shall be kept at the organization's principal office, and shall be available for inspection by any Director or member of the organization at any reasonable time. '

3.8 NONLIABILITY OF MEMBERS. No member of this organization shall be personally liable for the debts, liabilities, or obligations of the organization.

3.9 TRANSFERABILITY OF MEMBERSHIP. Membership in the organization is nontransferable and nonassignable.

3.10 TERMINATION OF MEMBERSHIP

3.10a By Resignation or Death. The membership of any member of the organization shall automatically terminate (1) on his/her written request for such termination delivered to the President or Secretary of the organization personally or by United States Mail, such membership to terminate when the request is delivered personally or deposited in the United States Mail; or (2) on his/her death.

3.10b By Nonpayment of Dues. The membership of any member who fails to pay his/her dues within 30 days of membership expiration shall be automatically terminated.

ARTICLE IV

ORGANIZATIONAL MEMBERSHIPS

4.1 CATEGORY OF ORGANIZATION. Special Interest Groups (SIGs) of members may be formed and apply for SIG status within the organization.

4.2 DEFINITIONS AND QUALIFICATIONS. Any group of members of the organization with a common interest. A SIG will operate within the general structure of the organization, without paying additional dues or establishing an independent governing body.

4.3 ADMISSION. The establishment of a SIG can be initiated by the Board based upon an expected level of interest by the membership. Upon approval by majority vote of the Board, the SIG shall be officially formed. The SIG shall have a primary coordinator, a volunteer selected by the Board, who schedules meetings times and topics. This coordinator will run the SIG for the school year; at the end of the school year, another leader can be named by the Board or the prior leader can remain upon agreement of the Board. The Internal President will work as the primary liaison between the SIG and the Board. '

4.4 DUES AND FEES. No group fees will be paid by a SIG to the organization.

4.5 NUMBER. There is no limit to the number of SIGs the organization may admit.

4.6 MEMBERSHIP RECORDS. The organization shall keep a record of SIGs, containing the names and addresses of each group and its officers. Such records shall be kept at the organization's principal office, and shall be available for inspection by any Director or member of the organization at any reasonable time.

4.7 NONLIABILITY OF ORGANIZATIONS. No organization, which is a SIG of this organization, shall be liable for the debts, liabilities, or obligations of the organization. The organization shall not be held liable for the debts, liabilities, or obligations of SIGs, except as assumed by the Board.

4.8 TRANSFERABILITY OF SIG STATUS. Organizational status is nontransferable and nonassignable.

4.9 TERMINATION OF SIG STATUS. A SIG's relation with the organization may be terminated by a majority vote of the Board.

4.9a Consideration for termination can be initiated by either the Board, or by formal written request by members of a SIG.

4.9b Requests for consideration of termination shall be delivered to the Board.

4.9c Notice of consideration of such action shall be forwarded immediately to the organizers of the SIG, and in a timely manner to all members of SDCUE.

ARTICLE V

MEETINGS OF MEMBERS

5.1 PLACE. Meetings of members shall be held at the principal office of the organization or at such other place or places within the State of California as may be designated from time to time by a resolution of the Board of Directors.

5.2 ANNUAL MEETING. The Annual Meeting of the membership shall be held in conjunction with the first General Meeting. It shall be held before the first day of December each year, or at such other time and place as the Board shall select. The Annual Meeting will be the forum for announcing the year's officers, reviewing the past year of the organization and discussing the upcoming activities for the present school year.

5.3 GENERAL MEETINGS. General meetings of the membership shall be called by a majority of the Board or by the President of the organization and shall be held at a designated place.

5.4 NOTICE. Written notice of any membership meeting shall be given at least 14 days in advance to all current members of the organization at the address shown in the organization's records. If mailed, notice shall be deemed delivered when deposited in the United States mail and postage prepaid. Notice shall specify the place, the day, the hour of the meeting and, the general nature of the business to be transacted.

5.5 QUORUM. Business is transacted by the Board during the Board's meetings and not at General Meetings of the membership. __/Elections will be conducted with a mail-in ballot./__

5.6 LOSS OF QUORUM. There will be no minimum response required for /mail-in election ballots by the general membership./

5.7 VOTING.

5.7a Each voting member is entitled to one (1) vote on each matter submitted to a vote of the members. Voting at duly held meetings shall be by voice vote.

5.7b Members shall not be permitted to vote by proxy.

5.7c All votes will be counted in elections if ballots are returned before the three week deadline __/after the actual date of mailing out the ballots./__

5.8 CONDUCT OF MEETINGS.

5.8a Meetings of members shall be presided over by the President of the organization or, in his/her absence, by the Vice President or, in the absence of both, by a member chosen by a majority of the members present. The Secretary of the organization shall act as Secretary of all meetings of members, provided that in his/her absence the presiding officer shall appoint another person to act as Secretary of the meeting.

5.8b Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the bylaws, with the Articles of Formation of this organization, or with the law.

ARTICLE VI

DIRECTORS

6.1 GENERAL POWERS. The affairs of the organization shall be managed by its Board of Directors (the Board).

6.2 NUMBER, ELECTION, AND TERM OF OFFICE. __/The number of directors shall be not less than five (5)./__ Directors shall be elected by one of the methods prescribed in Robert's Rules of Order, Newly Revised. __/Members of the Board shall be elected for a term of one year./__ Directors are encouraged to stay on the Board, in their current office or another position, for more than one year to insure stability of the organization. A minimum period of three years is suggested. Throughout the time of service the major employment of a majority of elected and appointed Board members should be in a public education institution, or a private education institution whose major endeavor is the provision of education of students. While considering regional representation, nominees shall be selected from among those who have provided service to the membership as a whole or who have provided service to a SIG.

6.2a NOMINATION. To ensure an orderly election, the organization's Board shall appoint a Nominating Committee at least four (4) months before the Annual Meeting. The composition of the Nominating Committee shall reflect the regional distribution of the members of the organization. The committee shall select a slate of prospective elected officers to fill the available positions.

6.2b ELECTED OFFICERS. The slate of nominations of the elected offices shall be published no later than two (2) months prior to the Annual Meeting. /The membership shall be provided with a written ballot for the election of officers at least one (1) month prior to the Annual Meeting./ Nominees receiving a majority of votes cast for each office will be elected.

6.2c APPOINTED OFFICERS. The newly elected Board shall select a list of individuals as potential candidates for the appointed offices. Appointed officers shall be selected by a majority vote of the affiliate's new Board within one (1) month following the Annual Meeting and they shall serve for a one (1) year term.

6.3 QUALIFICATIONS

6.3a Must be an active member of the organization in good standing.

6.3b Must actively support the purpose of the organization as listed in the preamble.

6.4 REMOVAL OR IMPEACHMENT. A Director may be removed from the Board by a vote of not less than 2/3 of the Board. The vote must be taken at a duly published meeting of the Board.

6.5 REGULAR MEETINGS. A regular annual meeting of the Board shall be held each year without notice other than these bylaws, at such a time and place as the Board shall select. The Board shall provide by resolution for the holding of additional regular meetings which may be held without notice other than by such resolution. The Board shall meet at least once each calendar quarter.

6.6 ADDITIONAL BOARD MEETINGS. Special meetings of the Board may be called by the President or any two (2) directors and such meetings shall be held at the time, place, and hour designated by the person or persons calling the meeting.

6.7 NOTICE. Written notice of any special meeting shall be given to each director at least 72 hours in advance at the director's address shown in the organization's records. This notification can be made via letter, phone call, and/or electronic mail. Notice of any special Board meeting that is to be waived/cancelled/rescheduled shall be issued in the same way. The attendance of a director at any meeting shall waive notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called. The business to be transacted at, or the purpose of, any regular or special meeting need not be specified in the notice or waiver of notice of such meeting. A meeting attended by all directors of the organization shall be a valid meeting without notice.

6.8 QUORUM. A simple majority of the directors shall constitute a quorum for the transaction of business. If less than a simple majority of the directors are present at any meeting, a majority of directors present may adjourn the meeting to another time without further notice.

6.9 MANNER OF ACTING. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by statute, or by the bylaws.

6.10 INFORMAL ACTION BY DIRECTORS. Any action may be taken without a meeting of the Board if a written or verbal consent setting forth the action taken is signed or given by all the directors entitled to vote with respect to the action.

6.11 CONFLICT OF INTEREST. Any possible conflict of interest on the part of a director shall be disclosed to the Board. When any such interest becomes a matter of Board Action, such director shall not vote or use personal influence on the matter. The Director may, however, briefly state a position on the matter, and answer pertinent questions of Board members. The minutes of all action taken on such matters shall clearly reflect that these requirements have been met.

6.12 VACANCIES. Any vacancy occurring in the Board or any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board. A director elected to fill a vacancy shall be elected for the unexpired term of the director's predecessor in office. '

6.13 COMPENSATION. Directors shall not receive any salaries for their services, but by resolution of the Board, expenses of attendance may be allowed for each regular or special meeting.

ARTICLE VII

OFFICERS

7.1 OFFICERS. The organization shall have the following officers:

__/7.1a President of the Board [required by CUE, Inc.] 7.1b Internal Vice President [in charge of SIGs] 7.1c External Vice President [in charge of General Meetings] 7.1d Past President 7.1e Treasurer [required by CUE, Inc.] 7.1f Secretary [required by CUE, Inc.]/__

The organization shall have the following non-voting appointed chairs:

__/7.1g Membership Chairperson 7.1h Newsletter Editor 7.1i Publications Chairperson 7.1j Publicity Chairperson 7.1k SoftSwap Chairperson/__

Officers whose authority and duties are not prescribed in the bylaws shall have such authority and duties as prescribed by the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary.

7.2 ELECTION AND TERM OF OFFICE. The officers shall be elected annually by the membership. Those elected are encouraged to stay on the Board, in their present office or any other office, for more than one year in order to provide for stability in the organization.

7.3 QUALIFICATIONS. The qualifications for officers shall be the same as for directors.

7.4 REMOVAL AND VACANCIES. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the organization would be served, but without prejudice to the contract rights, if any, of the officer. Vacancies shall be filled by the Board of Directors.

7.5 PRESIDENT. The President shall be the principal executive officer of the organization. Subject to the direction and control of the Board of Directors, the President shall see that the resolutions and directives of the Board are carried into effect; and, in general, shall discharge all duties incident to the office of President and as prescribed by the Board of Directors. The President shall preside at all meetings of the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the organization, or a different mode of execution is expressly prescribed by the Board of Directors, the President may execute for the organization any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized either individually or attested to by the Secretary, an assistant secretary, or any other officer, according to the requirements of the instrument. The President may vote all securities which the organization is entitled to vote except to the extent a different officer or agent of the organization is authorized by the Board of Directors.

7.6 VICE PRESIDENTS. The Vice Presidents shall assist the President in the discharge of the President's duties as the President may direct and shall perform such other duties as may be assigned by the President or by the Board of Directors. Vice Presidents are elected by the membership during the annual election. In the event of absence, inability or refusal of the President to act, the Vice President in the order designated below, shall perform the duties of the President with all the power of, and subject to all the restrictions upon, the President.

__/7.6a INTERNAL VICE PRESIDENT. The Internal Vice President shall solicit opinions from members and suggest activities to assure that the organization is meeting the needs of its members. He/she maintains a record of SIG meetings and activities for dissemination to membership and assists in the establishment of new SIGs. The Internal Vice President chairs meetings in the absence of the President, and shall perform such other duties as may be assigned by the President or by the Board.

7.6b EXTERNAL VICE PRESIDENT. The External Vice President suggests topics, speakers, and formats the general meetings of the membership. He/she shall be in charge of room arrangements, refreshments and other related meeting logistics. The External Vice President shall perform such other duties as may be assigned by the President or by the Board and may serve as chairperson of the Program Committee./__

7.7 PAST PRESIDENT. The Past President shall perform such duties as may be prescribed from time to time by the President or by the Board.

7.8 TREASURER. The Treasurer shall be the principal accounting and financial officer of the organization and shall be responsible for the maintenance of adequate corporate books of account; make accounting statements to the Board monthly or as requested; have charge and custody of all corporate funds and securities, and be responsible for the receipt and disbursement thereof; shall serve as chairperson of the Business Committee, if any; and perform all the duties incident to the office of Treasurer and such other duties as may be assigned by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of duties in such sum and form as the Board shall determine.

7.9 SECRETARY. The Secretary shall record and distribute the minutes of the meeting of the Board; 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.

__/7.10 MEMBERSHIP CHAIRPERSON. The Membership Chairperson, under the supervision of the Board, proposes policy and activities to promote the growth of membership in the organization., The Chairperson may serve as coordinator of a Membership Committee.

7.11 NEWSLETTER EDITOR. The Newsletter Editor, under the supervision of the Board, solicits information from officers and members for inclusion in the organization's periodic newsletter. The Editor may serve as coordinator of a Newsletter Committee.

7.12 PUBLICATIONS CHAIRPERSON. The Publications Chairperson, under the supervision of the Board, designs and distributes a survey to the organization's members, collects the data, and publishes the results in a membership directory on a bi-annual basis. The Chairperson may serve as coordinator of a Publications Committee.

7.13 SOFTSWAP CHAIRPERSON. The SoftSwap Chairperson, under the supervision of the Board, maintains a library of SoftSwap educational software and makes duplicates available for sale and/or distribution at a majority of General Meetings of the membership. The SoftSwap Chairperson may serve as coordinator of a SoftSwap Committee.

7.14 PUBLICITY CHAIRPERSON. The Publicity Chairperson maintains liaison with schools, business, users groups, commercial exhibitors, and other agencies and organizations. He/she shall coordinate meeting advertisements and other publicity methods. The Publicity Chairperson will work with the Internal and External Vice Presidents and will perform such other duties as may be assigned by the President or by the Board. The Chairperson may serve as coordinator of a Publicity Committee./__

ARTICLE VIII

EMPLOYED STAFF

8.1 EXECUTIVE DIRECTOR. The Board may employ an Executive Director who shall be the chief operational officer of the organization. Subject to the Board, the Executive Director shall have general direction over the operation of the organization; shall implement all policies of the Board; shall submit to the Board or its committees such reports as the Board may require; shall assist in the preparation of an annual budget for presentation to and adoption by the Board; shall assist in the preparation of a personnel policy; provide staff support to the Board; and shall perform such other functions as the Board may direct. The Executive Director shall be responsible directly to the Board of Directors and shall attend all meetings of the Board and its committees without vote.

8.2 OTHER STAFF. As authorized by the Board, such employed staff as may be necessary to support the organization shall be hired and discharged by the Executive Director or in the absence thereof by a designated member of the Board of Directors. The employed staff shall report directly to, and are accountable to, the Executive Director or his or her designates.

ARTICLE IX

COMMITTEES

9.1 COORDINATING COMMITTEE. The Coordinating Committee shall consist of the President, the Past President and at least one other person from among the elected officers. The responsibility of the Coordinating Committee is to direct the planning function. It has no authority to act in the name of the Board of Directors.

9.2 STANDING COMMITTEES. The organization shall have the following standing committees, as needed, headed by the appointed chairs

__/9.2a Membership Committee 9.2b Newsletter Committee 9.2c Publications-Committee 9.2d Publicity-Committee 9.2e SoftSwap Committee/__

Members of standing committees shall be nominated by the appointed chairpersons and approved by the Board. The duties of the standing committees shall be agreed to by the Board.

9.3 OTHER COMMITTEES. Other committees not exercising the authority of the Board may be designated by a resolution adopted by a majority of directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, the President of the organization shall appoint and remove committee members whenever the best interests of the organization are served thereby.

9.4 TERM OF OFFICE. Each committee member shall serve until the next annual meeting of the organization and until a successor is appointed, unless the member is removed from, or ceases to qualify as, a member of the committee, or unless the committee is sooner terminated.

9.5 VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as in the case of the original appointments.

9.6 QUORUM. Unless otherwise provided in the resolution designating a committee, a majority of the committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

9.7 RULES. Each committee may adopt governing rules not inconsistent with these bylaws or with the rules adopted by the Board.

ARTICLE X

INDEMNIFICATION

10.1 ACTION BY OTHER THAN ORGANIZATION. The organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the organization) by reason of the fact that such person is or was a director, or officer of the organization, or is or was serving at the request of the organization as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the organization, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the organization, and with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

10.2 ACTION BY ORGANIZATION. The organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the organization to procure a judgment in its favor by reason of the fact that such person is or was a director or officer, of the organization, or is or was serving at the request of the organization as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the organization and except that no indemnification shall be made in respect of any claim, issues or matter as to which such person shall have been adjudged to be liable for willful negligence of misconduct in the performance of duty to the organization unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

10.3 EXPENSES. To the extent that a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 and 2 above, or in defense of any claim, issue or matter therein, such director or officer shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith.

10.4 PREREQUISITES. Any indemnification under Section 1 and 2 above (unless ordered by a court) shall be made by the organization only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because the director or officer has met the applicable standard of conduct set forth in Section 1 and 2. Such determination shall be made (1) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written action.

10.5 ADVANCES BY ORGANIZATION. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the organization in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or officer, to repay such amount unless it shall ultimately be determined that the director or officer is entitled to be indemnified by the organization as authorized in this article.

10.6 OTHER REMEDIES. The indemnification provided by this article shall not be deemed exclusive of any other rights to which such director or officer may be entitled under any agreement, vote of disinterested directors or otherwise, both as to action in any official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the heirs, executors and administrators of such person.

10.7 INSURANCE. The organization may purchase and maintain insurance on behalf of any person who may be indemnified here against any liability asserted against such person and incurred in any capacity, or arising out of any status, for which the person may be indemnified.

ARTICLE XI

MISCELLANEOUS

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

11.2 CHECKS, DRAFTS, ETC. All orders for the payment of money, or evidences of indebtedness issued in the name of the organization, shall be signed by such organization officer or agent as the Board shall determine. In the absence of such a determination, such instruments shall be signed by the Treasurer or an assistant treasurer and countersigned by the President or Vice President.

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

11.4 GIFTS. The Board may accept on behalf of the organization any contributions, gift, bequest or device for the general, or for any special organization purpose.

11.5 RECORDS. The organization shall keep, at the registered or principal office, complete books of account, minutes of the proceedings of the directors and committees having any authority of the Board, and a record with the names and addresses of director's agents or attorney for any proper purpose at any reasonable time.

11.6 FISCAL YEAR. The fiscal year of the organization shall be the same as that of Computer-Using Educators, Inc., the parent organization.

ARTICLE XII

AMENDMENTS

Subject to the limitations contained in the Articles of Formation of this organization, if any, and to any provisions of law applicable to the amendment of bylaws of non-profit corporations, the bylaws may be altered, amended, or repealed or new bylaws adopted by affirmative vote of a 2/3 of the Board. Such action may be taken at any regular or special meeting of the Board for which notice of the proposed action shall have been given in accordance with the bylaws.

ARTICLE XIII

PARLIAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order, Newly Revised, shall govern SDCUE in all cases wherein they are not superseded by the bylaws or special rules of order.

Adapted from 05/03/85 Sample By-Laws of Computer-Using Educators.

first revision 11/17/85 (board), approved second revision 06/25/86 (pc), approved third revision 06/16/87 (pc & SIG/Affiliate Committee), approved fourth revision 08/01/87 (pc & rr, minor corrections to 06/16/87) fifth revision 06/10/88 (ph & jd, adaptations to 08/01/87, approved SDCUE Board) reconstituted with OCR 5/5/07 (bd)