Name. The name of the corporation shall  be Hoosier Educational  Computer Coordinators, Inc. (hereinafter referred to as the “Corporation”).

Resident Agent and Registered Office. The name of the Registered Agent is R.J. McConnell, and the address of the Registered Office at which the Registered Agent may be reached is 111 Monument Circle, Suite 2700, Indianapolis, Indiana 46204. The location of the registered office of the Corporation or the designation of its Registered Agent, or both, may be changed at any time or from time to time when authorized by the Board of Directors by filing a notice of change with the Indiana Secretary of State on or before the day any such change is to take effect, or as soon as possible after the death of the Registered Agent or other unforeseen termination of the Registered Agent’s agency.

Seal. The Corporation shall have no seal.

Purposes. The Corporation is a public benefit corporation organized exclusively for the charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Code of 1986, as the same may be amended from time to time, or the corresponding provisions of any future United States revenue law.

As thus limited, the purposes for which the Corporation is organized are:

1. To work closely with other existing state and professional organizations to collect and exchange information, ideas and resources among those charged with implementing educational technology in schools;
2. To provide opportunities for professional growth of technology leaders by  sponsoring forums, conferences and training seminars; and
3. To increase the active participation of the members.

Membership

Classes of Members; Voting Rights of Members and Procedure for Admission of Members. Membership in the Corporation shall consist of the following two requirements:  1) Member must be directly employed by a K-12 school or higher education institution at the time of the first day of the annual conference.  2) Member must be registered for the annual conference for at least one day.  Membership term shall be valid from the first day of the annual conference until the first day of the conference the following year.  If the annual conference is not held, for any reason, all existing board members shall have the option to extend their term one year.  In the event this option is chosen, each board member must notify the board President by the end of the regularly scheduled conference date.

Annual Membership Dues. Members shall pay such annual membership dues as may be established from time to time by the Board of Directors of the Corporation.

Special Assessments.  Members of the Corporation shall pay such special assessments as may be levied from time to time by the Board of Directors of the Corporation.

Initiation Fee. In addition to the annual membership dues, each new member shall pay such initiation fee as may be established from time to time by recommendation of the Board of Directors of the Corporation.

Voluntary Termination of Membership. Any member of the Corporation may resign at any time by giving written notice of its resignation to the Secretary of the Corporation. Any resignation shall take effect at the time specified therein, or, if not specified, immediately upon its receipt by the Secretary of the Corporation.

Involuntary Termination of Membership. Upon the direction of the Board of Directors, the membership of any member of the Corporation may be terminated for nonpayment of any dues or assessments when such dues or assessments remain unpaid in excess of 60 days and if demand for such sums pursuant to such direction is not satisfied within 30 days time, or for other good cause. Whenever the President or the Board of Directors shall have received a complaint in writing concerning the conduct of a member which is deemed to be illegal, fraudulent, or likely to bring this Corporation into disrepute or has violated the By-Laws of this Corporation, such member shall be notified by registered mail of such complaint and required to appear before the Board of Directors. Such member shall be given an opportunity to defend against such accusation and present evidence in his own behalf. If, after hearing the evidence produced by either the complainant, the accused member or the complainant alone if the accused member does not appear or ignores the notice to appear, the Board of Directors shall determine that the accused member or the complainant alone if the accused member does not appear or ignores the notice to appear, the Board of Directors shall determine that the accused member is guilty of the charges brought against him, the accused member shall forfeit membership in the Corporation. In lieu of forfeiture of such membership, the Board of Directors may place the offending member upon probation for such period of time as they deem fit and proper, during which the offending member shall not be privileged to vote or hold office.]

Special Dues Payment Upon Termination. Any member whose membership is terminated, either voluntarily or involuntarily, shall remain fully liable for any unpaid dues or assessments theretofore levied against it and also fully liable for its proportionate share of all obligations incurred by the Corporation prior to the effective date of termination, except as may otherwise be provided in these By- Laws.

Membership Certificates. Each member of the Corporation shall upon request be entitled to a membership certificate signed by the President and attested by the Secretary, stating that he is a member of the Corporation, and containing such other information as may be required by law. The form of membership certificate shall be prescribed by resolution of the Board of Directors. Membership certificates shall not be transferable.

Transfer of Membership. Membership in the Corporation is not transferable or assignable except with the consent of the Board of Directors.

Meetings of Members

Meetings of Members. Meetings of the Corporation shall be held at such places, within or without the State of Indiana, as may be specified in the respective notices, or waivers of notice thereof.

Annual Meetings. The annual meeting of the members for the election of directors, and for the transaction of such other business as may properly come before the meeting shall be held during the Corporation’s state conference each year at a time and place designated by the Board of Directors. Roberts Rules of Order, Newly Revised shall be the authority on parliamentary procedure for all meetings of the Corporation. The Corporation shall sponsor or co-sponsor at least one conference or seminar a year for its membership. Failure to hold the annual meeting at the designated time shall not affect the validity of any corporation action.

Special Meetings. A Special Meeting of the entire Corporation membership may be called by the President as directed by a 2/3 vote of the Board of Directors for such a meeting. Special meetings must have at least a forty-eight hour notice given to all members. Special meetings may be in person at a designated time and place or held electronically. The date, time, and type of the meeting will be part of the motion voted on by the Directors. The membership may conduct business, including meetings, electronically via telecommunications. When an issue arises and is defined in communication to all members, the chair President may entertain a motion and a second. If a motion is made and seconded, then the issue will remain open for comment by members until the chair President calls the question. Voting will remain open until the motion has either passed or failed. Passage or failure of a motion will require a majority of the voting members in attendance at the meeting (not a majority of the total membership). The President will communicate the result of the vote. The Secretary will record the action in the minutes of the next regular meeting.

Notice of Meetings. E-mail notice stating the place, day and hour of any meeting of the members, and, in the case of special meetings, the purpose for which any such meeting is called, shall be sent by the Secretary of the Corporation, or by the officer or persons calling the meeting, to each member of the Corporation via the Corporation maintained listserv system, at least thirty (30) days before the date of an annual meeting and forty-eight (48) hours before the date of a special meeting.

Waiver of Notice. Notice of any meeting may be waived in writing by any member if the waiver sets forth in reasonable detail the time and place of the meeting and the purposes thereof. Attendance at any meeting in person shall constitute a waiver of notice thereof unless such attendance is for the purpose

of objecting to the transaction of any business on grounds that the meeting was not lawfully called or convened.

Quorum. A majority of the voting members in attendance at the meeting (not a majority of the total membership) shall be necessary to constitute a quorum for all purposes of any meeting of the members of the Corporation, and the act of the majority of the members present in person and voting at any meeting at which there is a quorum shall be the act of the full membership except as may be otherwise specifically provided by statute or by these ByLaws.

Action Without a Meeting. Any action which may be taken at a meeting of the members of the Corporation may be taken without a meeting if, prior to such action, written consents thereto are signed by eighty percent (80%) of the members of the Corporation and such written consents are filed with the minutes of the proceedings of the Corporation.

Composition and Duties. The business and affairs of the Corporation shall be managed by its Board of Directors. The initial number of directors of the Corporation shall be twenty (20). Thereafter, the number of Directors of the Corporation and their election shall be fixed by the Code of By-Laws of the Corporation, but in no event shall the number be less than twenty (20).

Qualification of Directors. Members of the Board of Directors shall be regular members in good standing. The representative structure of the Board of Directors should meet the following restrictions:

• No fewer than seven different K-12 school systems shall be represented;
• No fewer than four representatives from each of the geographic regions of Indiana defined by the telephone area codes (219, 260, 574), (317, 765), and (812, 930), and eight at-large members shall be represented;
• Must include at least:
  • one member with active teacher’s license
  • one technical support staff member
  • one technology trainer
  • one network manager / engineer
  • two corporation level technology coordinators
• Must include one each of the following:
  • member from the level of school corporation superintendent or assistant superintendent (must be elected position)
  • member from the Department of Education (appointed by Indiana Department of Education)
  • member working in an academic unit covering K-12 education from an Indiana college or university (must be elected position)
  • the past president
• Board members may hold multiple assignments from the list above.

Election and Terms of Office. The initial members of the Board of Directors shall serve until the first annual meeting of the members of the Corporation, and until their respective successors are elected and qualified. The members of the Board of Directors shall thereafter be elected as follows: The President shall appoint a Nominating Committee. The responsibilities of the Nominating Committee are:

• to call for nominations from the general membership;
• to prepare a slate of candidates;
• to present the slate of candidates for election at the annual meeting. The membership shall vote on the slate at the annual meeting.

Directors shall serve four-year terms. A member of the Board of Directors can serve any number of terms. However, no member can serve for two consecutive terms. A member’s term will expire on the 31st of December of the last year of their tenure as a member of the Board of Directors.

Vacancies. Any vacancy on the Board of Directors may be filled by the remaining directors. Any director so elected shall hold office until the end of the term of the vacating board member. If any board member misses three consecutive board meetings, the remaining board members may vote to terminate or continue that member of the board.

Ex-officio members. Ex-officio members may be appointed as the Board of Directors determines necessary by a vote of the majority of the Board of Directors. Ex-officio members will serve at the direction and pleasure of the Board of Directors, and will be authorized to discharge their duties as directed by the board. The number of Ex-Officio members shall never exceed 33% of the elected Board of Directors. Ex-officio members may be expected to be a part of the regular Board of Directors meetings, as well as participate in discussions of procedure and motions. Ex-officio members will have full voting rights and are to be counted when determining quorum. Ex-officio members may be removed at any time, without cause, by majority vote of the Board of Directors.

Resignation and Removal of Directors. Any director may resign at any time. A resignation shall be made in writing to the Board of Directors and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective. Any or all members of the Board of Directors of the Corporation may be removed any time with or without cause by a vote of the majority of all the members of the Corporation then entitled to vote at an election of the directors, at any meeting called expressly for that purpose.

Meetings. The Board of Directors will meet a minimum of four (4) times per year. The President will notify the Board and all members of time and place for meetings thirty (30) days in advance. All Board of Directors meetings will be open to all members. The date, time and meeting place for the four (4) required meetings will be set at the first yearly meeting of the Board of Directors. The President shall give notice of regular meetings of the Board to each director via email at least thirty (30) days prior to the date of such meeting. The first meeting of the calendar year shall be held for the purposes of electing or re-electing officers of the Corporation and for consideration of any other business that may be brought before the meeting.

Special Meetings. Special meetings of the Board of Directors may be held upon call of the President or of a majority of the members of the Board. Persons calling such meeting shall via email, at least three days prior to the date of such meeting, give notice to all the members of the Board of Directors. The notice of such meeting shall state the purpose for which the meeting is to be called. No business shall be transacted at a special meeting except as stated in the notice.

Waiver of Notice. Notice of any meeting may be waived in writing by a director if the waiver sets forth in reasonable detail the time and place of the meeting and the purposes thereof. Attendance at any meeting in person shall constitute a waiver of notice of such meeting.

Quorum. The presence of at least half of the Board members with voting privileges shall be necessary to constitute a quorum for the transaction of any business, and the act of the majority of the directors present and voting at any meeting at which a quorum is present shall be the act of the Board of Directors except as may be otherwise specifically provided by statute or these By-Laws.

Action Without Meeting. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if, prior to such action, written consents setting forth the action to be so taken shall be signed by all members of the Board of Directors and such written consents shall be filed with the minutes of the proceedings of the Corporation.

Executive Committee. The Board of Directors shall also consist of an Executive Committee, whose members will consist of the following positions:

• President (must be voting member)
• President Elect (must be voting member)
• Past President
• Secretary
• Treasurer

A board member may only hold one of these positions.

The term of the Executive Committee members shall last for one year as defined in the membership clause in this document. On the vote of two-thirds (2/3) of the total Board of Directors, any Executive Committee member may be removed during a term. Vacancies that arise due to resignations or other circumstances during the term of office may be filled by the executive committee without a general membership meeting. The Executive Committee may meet in exclusion of the majority of the Board of Directors with the explicit purpose of handling Corporation business of a sensitive or timely nature. The Executive Committee may make financial encumbrances up to a limit of $5,000 per meeting without the vote of the majority of the Board. Minutes of the Executive Committee meetings will be presented to the Board in a timely fashion after the conclusion of Committee meetings either at a full meeting of the Board or via electronic mail.

Compensation. The directors shall not receive any compensation for acting in such capacity but may be reimbursed by the Corporation for their reasonable expenses and disbursements on behalf of the Corporation, except for positions as described below which require a time commitment over and above that of the majority of the members of the Board:

• Treasurer
• Conference Chair
• Exhibitor Chair
• Registration Chair
• Listserv Moderator/Webmaster

The stipend amount shall be decided by vote of the Board of Directors at the first meeting of the year.

Liaison Board Members: The board may choose to include Liaison Members to represent groups or organizations not defined in the Qualifications of Directors. Board Liaison Members are non-voting members of the board, appointed by the group or organization represented, and shall serve a term determined appropriate by their group or organization. Each organization should appoint only one person. The addition of Liaison Members must be approved by a vote of the full Board of Directors. Liaison Members are expected and encouraged to participate in discussions of procedure and motions as well as to provide communication between the Board and the represented group or organization. Though encouraged, attendance of the annual conference or board meetings is not mandatory. In the event a liaison is unable to attend a board meeting, they are encouraged to contact the president with any materials that should be forwarded to the board.

Creation. The Board of Directors may appoint such standing and special committees as it may from time to time deem necessary or desirable. The Board of Directors shall specify the function or functions of any such committee, the number of the members thereof and their terms of office (if fixed). Subject to the authority of the Board of Directors, such committees may consider and investigate such matters, and perform such acts and responsibilities, as may be referred or delegated to them by the Board of Directors.

Operations. Except as may otherwise be provided by resolution of the Board of Directors in the case of particular committees, the following provisions shall be applicable to all standing and special committees appointed pursuant to this Committees:

• The members of such committees shall be appointed by the President, subject to the approval of the Board of Directors.
• The chairpersons of such committees shall be appointed by the President, subject to the approval of the Board of Directors.
• A majority of the voting members of any such committee shall constitute a quorum at any meeting thereof.
• Any such committee may operate by its own rules or procedure.

Election. At the first meeting of the calendar year, the Board of Directors shall elect a President Elect, one or more Vice Presidents (if the Board of Directors deems such office necessary), a Secretary, a Treasurer, a Listserv Moderator, a Conference Chair, a Vendor Chair, a Registration Chair and such assistants and other officers as it may decide upon, for a term of one year. If the first meeting of the Board of Directors is not held at the time designated in these ByLaws, such failure shall not cause any defect in the corporate existence of the Corporation, but the officers for the time being shall hold over until their successors are chosen and qualified, unless sooner removed as provided for by applicable law.

Removal. Any officer may be removed from office, with or without cause, by the vote of a majority of the directors present and voting at a meeting of the Board of Directors called expressly for that purpose.

Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

President. The President must be a voting member and shall be the chief executive officer of the Corporation and shall preside at all meetings of the members and of the Board of Directors. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President may, in the absence of the Vice President or Treasurer, perform all duties incident to such offices.

Vice President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. If the Board of Directors shall elect more than one Vice President, their right to act during the absence or disability of the President shall be in the order their names appear in the resolution, or resolutions, electing them.

President Elect. The President Elect shall advise the President as well as develop an understanding of the duties of the office of President and these By-Laws. The President Elect shall serve as Vice President of the Corporation if no Vice President is separately elected.

Past President. The Past President shall advise the President as well as the Board of Directors. The Past President need not be a voting member of the Board of Directors, but may make motions and participate in discussions.

Treasurer. The Treasurer’s duties shall include the following: (i) keeping correct and complete records of account which show at all times the actual financial condition of the Corporation; (ii) serving as the legal custodian of all monies, notes, securities and other valuables which may from time to time come into the possession of the Corporation; (iii) providing a statement of the financial condition of the Corporation at the regular meeting of the members of the Corporation; (iv) preparing and timely filing on behalf of the Corporation its Annual NonProfit Corporation Report and such other reports and returns as may be required from time to time to maintain the Corporation in good standing under the laws of the State of Indiana; and (v) preparing and timely filing on behalf of the Corporation any annual federal or state income tax returns required to be filed by the Corporation and such other reports and returns as may be required from time to time to establish and maintain the exempt status of the Corporation for purposes of federal and state income taxation. The Treasurer shall be bonded.

Secretary. The Secretary’s duties shall include the following: (i) attending all meetings of the members of the Board of Directors and keeping, or causing to be kept, in a book provided for that purpose, a true and complete record of the proceedings of such meetings, and performing a like duty for all standing committees appointed by the Board of Directors, when required; (ii) giving all notices of the Corporation required to be served in accordance with the provisions of these ByLaws or as required by law; (iii) keeping a list of the members of the Corporation and their respective post office addresses;
(iv) acting as the legal custodian of the corporate records of the Corporation; and, (iv) in general, performing all duties incident to the office of Secretary.

Listserv Moderator/Webmaster. The Listserv Moderator/Webmaster’s duties shall include: maintaining a list of the active Listserv membership, monitoring the health and use of the Listserv, and ensuring that members of the Listserv conduct themselves in a manner consistent with the Listserv Guidelines, and managing the HECC websites, forums, and other web services as needed under the direction of the board.

Conference Chair. The Conference Chair’s duties shall include coordinating all aspects of the Annual Conference including but not limited to: reporting the status of the conference to the board at regular intervals, procuring of the conference facility, negotiating the cost of the venue including food/beverage pricing, working with the Vendor Chair, Registration Chair, and Webmaster to coordinate those responsibilities with the conference, ensuring that all expenses fall within the operating budget, and organizing conference setup and tear down.

Vendor Chair. The Vendor Chair’s duties shall include coordinating vendor registration, vendor satisfaction, and sponsor contracts for the annual conference including but not limited to: handling vendor registrations, communicating with vendors, reporting the status of vendor participation to the board at regular intervals, providing W-9’s, and working with other Chairs to coordinate vendor participation in the Annual Conference.

Registration Chair. The Registration Chair’s duties shall include the coordination of attendee registration for the Annual Conference including but not limited to: working with the webmaster to prepare the registration site, invoicing and accepting payments from conference attendees, planning and executing on-site registration for all conference attendees, and providing regular updates to the board on attendee registration.

Assistant Officers. Such assistant officers as the Board of Directors shall from time to time designate and elect shall have such powers and duties as the officers whom they are elected to assist shall specify and delegate to them and such other powers and duties as this Code of ByLaws or the Board of Directors may prescribe. An Assistant Secretary may, in the event of the absence or disability of the Secretary, attest to the execution by the Corporation of all documents.

Delegation of Authority. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any director, for the time being, provided a majority of the entire Board concurs therein.

Execution of Contracts and Other Documents. All contracts and agreements entered into by the Corporation and all checks, drafts and bills of exchange, and orders for the payment of money shall, in the conduct of the ordinary course of business of the Corporation, unless otherwise directed by the Board of Directors or unless otherwise required by law, be signed by the either the President or the Secretary, singly. [OR choose from: be signed by any officer of the Corporation, singly. be signed by the President and the Secretary, jointly. be signed by any two officers of the Corporation, jointly] Any one of the documents heretofore mentioned in this section for use outside of the ordinary course of business of the Corporation, or any deeds, mortgages, notes or bonds of the Corporation, shall be executed by and require the signature of the President and the Secretary, jointly, unless otherwise directed by the Board of Directors of the Corporation or unless otherwise required by law. [OR: shall be executed by and require the signature of any two officers of the Corporation, jointly, unless otherwise directed by the Board of Directors of the Corporation or unless otherwise required by law.]

Fiscal Year. The fiscal year of the Corporation shall be from January 1 to December 31.

Deposits. All monies of the Corporation shall be deposited in the name of the Corporation under such conditions and at such financial institution or financial institutions as shall be determined by the Board of Directors.

Code of ByLaws. The power to make, alter, amend or repeal this Code of By-Laws of the Corporation providing for the internal regulation and conduct of the affairs of the Corporation shall be vested in the Board of Directors. This Code of By-Laws may be amended by an affirmative vote of a majority of the Board of Directors of the Council present and voting at a duly scheduled meeting.