Bylaws of the Consortium for School Networking
(as of Spring 2007)

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Article I. NAME

The name of this organization is the Consortium for School Networking.

Article II. PRINCIPAL OFFICE

The principal office of the Consortium shall be at such place as the Board of Directors may from time to time decide. The Board of Directors shall also appoint a registered office and a registered agent in the District of Columbia.

Article III. MEMBERSHIP

The Consortium for School Networking will be an institutional membership organization, with individual affiliate members.

1. Categories of Membership
   
   There are three categories of membership:
   
   
   1. Institutional
   2. Individual
   3. Corporate
   
   
2. Eligibility and Rights of Institutional Members
   
   
   1. Institutions and organizations from the public and non-profit sector are eligible for Institutional Membership.
      
      
   2. Each Institutional Member will designate one official representative and one alternate who will function in the absence of the representative.
      
      
   3. Each Institutional Member on joining the Consortium shall designate the affiliates eligible to vote and shall promptly notify the Consortium office of any changes in those members.
      
      
   4. Official representatives of Institutional Members are eligible to serve on the Consortium's Board of Directors.
      
      
3. Eligibility and Rights of Corporate Members
   
   
   1. Institutions, companies, and organizations from the for-Profit sector are eligible to be Corporate Members.
      
      
   2. Each Corporate Member will designate one official representative and one alternate who will function in the absence of the representative.
      
      
   3. Every full-time employee of a Corporate Member will have the same voting rights and rights of participation in Consortium activities as faculty, staff and employees of Institutional Members, except that no more than ten individuals from any one Corporate Member may vote in its elections and no Corporate Member may vote for Institutional or Individual Member candidates for the Board of Directors.
      
      
   4. Each Corporate Member on joining the Consortium shall designate the affiliates eligible to vote and shall promptly notify the Consortium office of any changes in those members. Official representatives from Corporate Members are eligible to serve on the Consortium's Board of Directors, but no more than two Corporate Members official representatives may serve on the Board of Directors at any time.
      
      
   5. Corporate Member representatives or employees may not compose the majority of any committee of the Consortium, except any committees created to address issues specific to Corporate Members.
      
      
4. Eligibility and Rights of Individual Members
   
   
   1. Individuals not representing Institutional or Corporate Members may join the Consortium as Individual Members.
      
      
   2. Individual Members will have the same voting rights and rights of participation in Consortium activities as faculty, staff and employees of Institutional Members, but may not vote for Institutional or Corporate Member candidates for the Board of Directors.
      
      
   3. Individual Members may not compose a majority of any committee of the Consortium except committee created to address issues specific to Individual Members.
      
      
5. Eligibility and Rights of Chapters
   
   
   1. State and nonprofit organizations whose mission and objectives are aligned with the CoSN mission and objectives are eligible to be considered for a Chapter membership.
      
      
   2. A Chapter (as an organization) shall have no participation rights in CoSN committees, voting or related CoSN business activities.
      
      
   3. Each member of the proposed Chapter must be a current Institutional Member of CoSN (Article III. A.1.) and will continue to receive all membership rights afforded by their CoSN membership (see Article III.B.).
      
      
   4. The Chapter shall be approved by the CoSN Board of Directors.
      
      

Article IV. GOVERNANCE

1. Board of Directors
   
   Within the Consortium, policy decisions for the conduct of business shall be the responsibility of the Board of Directors. Subject to any restrictions contained in the Articles of Incorporation and these bylaws, the Board of Directors may do all acts permitted by law to be done by a District of Columbia nonprofit corporation. Membership in the Board of Directors is as follows:
   
   
   1. The size of the Board shall be not less than nine (9) nor more than twenty-one (21) individuals.
      
      
   2. One Director shall be an Individual Member elected by the Individual Members collectively.
      
      
   3. Three Directors shall be official representatives from the Corporate Membership and elected by the Corporate Members collectively.
      
      
   4. The remaining members of the Board will be official representatives from the Institutional Membership and elected by the Institutional Members collectively. In principle it is desirable to have all institutional types represented on the board. Institutional type may be determined by the CEO in consultation with the Board of Directors.
      
      
   5. The CEO shall be, by virtue of his office, a voting member of the Board.
      
      
2. Officers
   
   Officers of the Consortium shall be the Chair, Chair-Elect, Secretary, Treasurer and Past-Chair, elected annually by the Board of Directors from among its membership.
   
   
   1. Chair. The Chair shall call and preside at all meetings of the Board and business meetings of the Consortium membership. In cooperation with the CEO, the Chair shall prepare agendas for these meetings. The Chair shall perform such other duties as may be prescribed by the Board of Directors or the Executive Committee.
      
      
   2. Chair-Elect. The Chair-Elect shall assume the duties of the Chair in his/her absence or upon request of the Chair. The Chair-Elect shall perform such other duties as may be prescribed by the board of Directors or the Executive Committee. The Chair-Elect will be elected to a four-year term, serving the first year as the Chair-Elect, the second two years as Chair, and the succeeding one year as Past Chair.
      
      
   3. Secretary. The Secretary shall be responsible for the records of the Consortium, including taking and maintaining the minutes of the Annual Meeting, meetings of the Board of Directors and the Executive Committee, and any other meetings of the Consortium. The Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law or as directed by the Board of Directors or the Executive Committee and shall perform such other duties as may be prescribed by the Board of Directors or the Executive Committee.
      
      
   4. Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the business transactions of the corporation, including full and accurate accounts of receipts and disbursements, gains, losses, capital, retained business transactions of the corporation, including full and accurate accounts of receipts and disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books or account shall be open to inspection by any director at all reasonable times.
      
      
   5. Past-Chair. The Past-Chair shall assist in the transition of the new Board. The Past-Chair shall perform duties at the discretion of the Chair.
      
      
3. Executive Committee
   
   The Board of Directors may appoint an Executive Committee to act in its behalf, subject to any restrictions contained in these bylaws or imposed by the Board of Directors, between regularly scheduled meetings. The Executive Committee shall consist of the Chair, Chair-Elect, CEO, Secretary, Treasurer, Past-Chair, and two members of the Board elected by it from among its members.
   
   
4. CEO
   
   The CEO shall be responsible for administering the work of the Consortium pursuant to directions of the Board. The CEO may sign and execute any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors shall authorize the CEO to execute or have delegated to his or her discretion to execute on behalf of the Consortium. The CEO shall have administrative responsibility for other Consortium staff members. The CEO shall be appointed by personnel procedures established by the Board and in consultation with the Executive Committee. The CEO may be removed by a vote of two-thirds of the members of the Board.
   
   
5. Elections
   
   Members of the Board of Directors shall serve terms of three years, staggered so that approximately one-third are elected each year. Terms of the initial Board will be determined by lottery. A Director may be re-elected for a second term but may not serve more than six consecutive years, except the Past-Chair who may serve one additional year. The time period whereby Directors may be appointed to fill an interim position is not included in the six consecutive years, two-term rule. A Director may be re-elected to the Board after having been off the Board for a period of one year.
   
   
   1. The Board shall each year appoint a Nominating Committee of at least three Board Members. The Nominating Committee shall nominate one or more candidates for each seat on the Board to which a Member is to be elected in the upcoming election.
      
      
   2. Each year's election shall be completed prior to the official opening of the Consortium Annual Meeting.
      
      
   3. Those elected to the Board shall assume their duties during the Annual Meeting.
      
      
   4. Any Board Member may resign at any time by giving written notice to the Chair of the Board of Directors. Such resignation may be of his/her role as a Board Member or as a Member of any other body as may be pertinent at the time. The resignation shall take effect at the time specified therein; and unless otherwise specified therein, acceptance of the resignation shall not be necessary to make it effective.
      
      
   5. The Board will fill any vacancies on the Board for the interim between Annual Meetings. At the next election following the vacancy, the respective constituency will elect its new representative who will serve the remainder of the term.
      
      
   6. An officer or board member may be removed from office for cause by an affirmative vote of two-thirds of the Board of Directors, exclusive of the Officer or Board Member whose removal is being considered.
      
      
   7. Members of the Board of Directors shall represent the membership category from which they were elected. Members no longer affiliated with their membership category shall complete the remainder of their term unless the Board of Directors determines the membership category is not adequately represented.
      
      
6. Compensation
   
   For their service on the Board of Directors or other Committees or Task Forces of the Consortium, Members shall not receive compensation, except that reasonable expenses for attendance at meetings or for assignments undertaken on behalf of the Consortium may be reimbursed as circumstances permit and pursuant to policies of the Board of Directors.
   
   
7. Committees and Task Forces
   
   Committees and Task Forces of the Consortium may be established by the Board from time to time.
   
   
8. Fidelity Bonds
   
   The Consortium may secure the fidelity of any or all of its Officers, Directors, or agents by bond or otherwise.
   
   

Article V. MEETINGS

Annual Meeting

Members shall receive notification of the Annual Meeting electronically or by U.S. Mail, not less than 60 days prior to the Annual Meeting.


1. The purpose of the Annual Meeting shall be to conduct the business of the Consortium and hold such other sessions as shall advance the purpose of the Consortium.
   
   
2. The Executive Committee of the Board of Directors will comprise the Planning Committee for the Annual Meeting.
   
   
3. Meeting and meetings of the Board of Directors, shall be in person unless other arrangements are specified in advance to the Chair. Participation in the elections held in conjunction with the Annual Meeting including election of Board Members and Amendments to Corporate bylaws may be made by U.S. Mail, electronic mail or facsimile. Meetings of the Board may be conducted via telephone or electronic communication.
   
   
1. Meetings of the Board of Directors
   
   The Board of Directors shall meet in person during the Annual Meeting of the Consortium and in person via conference telephone or as otherwise allowed by the District of Columbia Nonprofit Corporation Act, either at the call of the Chair or as the result of a ballot in which two-thirds of the Board request such a meeting.
   
   
   1. Notice of the place, day and hour of the meeting is required electronically or by U.S. Mail not less that 60 days prior to the Annual Meeting; electronically or by U.S. Mail not less than 30 days prior to other meetings to be attended in person; and electronically or by U.S. Mail, not less than 10 days prior to a meeting to be conducted by telecommunications.
      
      
   2. Executive Sessions of the Board of Directors may be held at the discretion of the Chair or at the request of any three Board Members present. The CEO shall be present at all executive sessions except those dealing with his/her performance or compensation.
      
      
2. Quorum Defined
   
   For meetings of the Board of Directors, a quorum shall consist of not less than half of the membership of the Board. For meetings of the Consortium membership, a quorum shall be defined as those Members in attendance.
   
   
3. Rules of Procedure
   
   In the event of a question of order or procedure which arises and is not covered in these bylaws, Robert's Rules of Order (Revised) shall prevail.
   
   

Article VI. DUES AND FEES

The Membership shall be assessed such annual dues for each calendar year as fixed by the Board of Directors upon the recommendation of the CEO. Notification of dues increases will be at the Annual Meeting or via U.S. Mail or electronically at least 60 days prior to taking effect.

Article VII. FINANCIAL REPORT

A financial report, including an income statement and balance sheet for the prior fiscal year, shall be presented at each Annual Meeting.

Article VIII. ADMENDMENTS

Upon the recommendation of two-thirds of the Members of the Board of Directors, these bylaws may be altered, amended or repealed by a majority of the Members voting at any Annual Meeting of the Consortium. Notice of the meeting shall include a statement describing the subject matter of the proposed alteration, amendment or repeal and the article(s) to be affected thereby.

Article IX. INDEMNIFICATION

1. To the extent permitted by the laws of the District of Columbia, as the same may be amended or superseded from time to time, the Consortium shall indemnify any person made a party to an action by or in the right of the Consortium to procure a judgment in its favor by reason of the fact that he or she, his or her testator or intestate is or was a Director, Officer, or employee of the Consortium, against reasonable expenses, including attorney's fees, actually and necessarily incurred by him or her in connection with the defense of such action, or in connection with an appeal if an appeal there is, except in relation to matters as to which such Director or Officer is adjudged to have breached his duty to the Consortium under the District of Columbia Nonprofit Corporation Act. In no event shall indemnification include the amount paid in settling or otherwise disposing of a threatened action or pending action which is settled or disposed of without court approval.
   
   
2. To the extent permitted by the laws of the District of Columbia, as the same may be amended or superseded from time to time, the Consortium shall indemnify any person made, or threatened to be made, a party to an action or proceeding other that the one by or in the right of the Consortium to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any Corporation of any type or kind, domestic or foreign, or any partner-ship, joint venture, trust or other enterprise, for any conduct which he or she reasonably believed to be in the best interests of the Consortium and, in criminal actions or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful.
   
   
3. The foregoing right of indemnification shall not be exclusive of other rights to which he or she may be entitled, and the Consortium may purchase insurance as authorized by the Board of Directors for the purposes of indemnification as provided herein and to the full extent allowed by law.
   
   

Article X. INTERESTED OFFICERS OR DIRECTORS

No contract or transaction between the Consortium and one or more of its Directors or Officers, or between the Consortium and any other corporation partnership, association, or other organization in which one or more of its Directors or Officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or Officer is present at or participates in the meeting of the Board or Committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

1. No benefit inures to an individual Director of Officer in contravention of the requirements of the relevant subsection of the Internal Revenue Code Section 501(c); and either.
   
   
2. The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the Committee, and the Board of Committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or
   
   
3. The contract or transaction is fair as to the Consortium as the time it is authorized, approved or ratified, by the Board of Directors or a Committee thereof.
   
   
4. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a Committee which authorized the contract or transaction.