BYLAWS OF THE

ORACLE DEVELOPMENT TOOLS USER GROUP, INC.

ARTICLE I

ORGANIZATION

Section 1. Name

The name of the corporation shall be the Oracle Development Tools User Group, Inc., hereinafter referred to as the “Corporation”.

Section 2. Status

The Corporation shall be a not-for-profit organization incorporated under the laws of the State of Georgia.

Section 3. Offices

The principal agent of the Corporation shall be located in the State of Georgia, and the Corporation may have offices or agents within or without the State of Georgia as the Board of Directors may from time to time establish.

Section 4. Fiscal Policies

The fiscal year of the Corporation shall be from January 1 of the calendar year to December 31 of the same calendar year. Federal and State taxes shall be paid under the jurisdiction of the state in which the administrative offices are located as specified in the standing rules. All checks and notes of the Corporation shall be signed by the President, the Treasurer or the Executive Director, or such officers as the Board of Directors of the Corporation shall from time to time designate.

ARTICLE II

PURPOSES

The purposes for which the Corporation is formed are as set forth in the Articles of Incorporation, as amended, from time to time. Specific purposes include, but are not limited to the following:

  • To provide an active voice and consolidated channel of communication for users of Oracle development tools, products and services in expressing needs, requirements, concerns and suggestions to Oracle Corporation;
  • To provide a channel of communication from Oracle Corporation to the members in order to facilitate the dissemination of information, plans and intentions of Oracle Corporation with respect to Oracle development tools, products and services;
  • To foster and facilitate communication between the members and vendors, other than Oracle Corporation, of Oracle development tools, products and services;
  • To serve as a voice in matters concerning development methodology and tools, and Oracle development tools, products and services;
  • To provide, coordinate and/or assist educational endeavors relating to Oracle development tools, products and services;
  • To collect and distribute information about Oracle development tools, products and services.

ARTICLE III

MEMBERS

Section 1. Classification

The Corporation shall have the following membership classifications:

Section 1.1 Associate

To qualify for associate membership, an individual shall sign up using the Corporation’s web site and provide the required information. This class of member shall not be eligible to act as a director of the Corporation, run or hold office or vote in elections. This class of member shall have access to a limited set of resources as set forth in the standing rules, and shall not require payment of dues. This class of member is not transferable, except that it may be upgraded to another class of member after complying with the requirements for that other class of member.

Section 1.2 Individual

To qualify for individual membership, an individual shall complete a written or electronic application for membership and provide the required information. Membership becomes effective when the dues are posted to the Corporation’s records (the anniversary date). This class of member shall be eligible to act as a director of the Corporation, run and hold office, and participate in committees and to vote in all applicable elections. This class of member shall have access to the set of resources as set forth in the standing rules. This class of member is personal to that individual and is not transferable, either voluntarily or by operation of law, to another individual. This class of member cannot be transferred or converted to another class of member except that an individual member may become an associate member at any time after their membership has expired. This class of member shall have the right to exercise one vote in all applicable elections and voting matters.

Section 1.3 Lifetime

The Board of Directors of the Corporation may appoint a member of a different classification to become a lifetime member at any time. The lifetime member classification shall have all of the same rights and privileges as an individual member, except that there shall be no dues requirement. Any director of the Corporation may make a motion to appoint a member to become a lifetime member, provided that the motion carries by majority vote at any meeting at which a quorum is present.

Section 2. Dues

Annual dues for membership shall be as set forth in the standing rules. Dues for all members shall be billed on an anniversary system, due and payable to the Corporation on the member’s anniversary date. Membership shall be considered delinquent if dues are not paid within 30 days of the due date.

Section 3. Fees

The Board of Directors shall have the right to establish a schedule of additional fees to cover expenditures, other than dues, for members as deemed necessary. The schedule for fees shall be as set forth in the standing rules.

Section 4. Good Standing

A member shall be considered to be in good standing if the member has paid the required dues and fees as set forth in this article, and is not in violation of any rules of the Corporation or these bylaws.

Section 5. Resignation

A member may resign from membership at any time by providing a written notice to the Corporation. Unless otherwise authorized by the Board of Directors, resignation shall not relieve the resigning member from any existing obligation for charges incurred, dues or fees, and shall not diminish any right of the Corporation to enforce any such obligation or obtain damages for its breach.

Section 6. Expulsion

A member may be expelled at any time, with or without cause, including, but not limited to, conduct deemed detrimental to the best interests of the Corporation or other members, by a two-thirds vote of the directors present and voting at any meeting of the Board of Directors at which a quorum is present. The Secretary of the Corporation shall notify the member in writing of any action within seven days of the decision.

ARTICLE IV

DIRECTORS

Section 1. Number and Qualification

The Board of Directors of the Corporation shall number between four and nine directors, not including the Executive Director. Each director shall be a member in good standing of the Corporation. If a Director Emeritus is elected by the Board of Directors of the Corporation, then the number of directors shall be between four and ten, not including the Executive Director.

Section 2. Duties

It shall be the duty of the Board of Directors of the Corporation to conduct the affairs and manage the property of the Corporation. The Board of Directors of the Corporation shall have the power to do all things necessary or convenient, and not otherwise prohibited by the Articles of Incorporation, these bylaws or the laws of the State in which the Corporation is incorporated, to affect and advance the purposes of the Corporation.

In furtherance of the purposes of the Corporation, the Board of Directors shall have the exclusive power to determine areas of study to be addressed by the Corporation, to appoint, constitute and discharge committees, to conduct and hold elections, to recruit, select and employ the administrative staff of the Corporation, and to make decisions with respect to financial support for such administrative staff. The Board of Directors of the Corporation may authorize payment of reasonable compensation for services rendered by employees and agents of the Corporation, including the Executive Director and administrative staff.

Section 3. Election of Directors

Directors of the Corporation shall be elected annually by ballot, provided that a quorum of accepted votes of the membership is achieved. If a quorum is not achieved, the balloting shall be repeated until a quorum is achieved.

The Secretary of the Corporation shall oversee and conduct the election. The solicitation of nominations shall commence when the Secretary causes a written or electronic notice to be sent to all members in good standing, requesting nominations for director positions expiring in the current fiscal year. Such notice shall be sent to the members no later than 107 days before the end of the current fiscal year, and shall state that: (i) all nominees must be members in good standing; (ii) each nomination must include the name of the nominee, a brief biography and a brief statement of the member's goals in serving as a director; (iii) a description of the term of office for the position open; (iv) a brief description of the duties of a director; (v) a description of the expectations and time commitments, including meeting schedules, so that the nominee understands the requirements of the position; and (vi) a statement that all nominations must be received by the Secretary, or a designated assistant, within 16 days of the date of notice. The Secretary shall accept all nominations that meet the requirements listed, and shall accept no other nominations.

At the close of the nomination period, the Secretary, or a designated assistant, shall prepare a ballot listing all accepted nominations. The ballot shall state; (i) all accepted candidate names, biographies and statements, in alphabetical order by last name; (ii) that the maximum number of candidates that the member may vote for is equal to the number of open positions; (iii) that the number of open positions is specifically stated on the ballot; (iv) that all votes must be cast using the Corporation's web site; (v) the date that the voting period will close, which shall be no later than 60 days before the end of the current fiscal year; (vi) the number of ballot responses necessary to meet the quorum requirements; (vii) the mechanism or process to be used to vote for candidates; and (viii) that cumulative voting is not permitted.

The Secretary, or a designated assistant, shall determine from the records of the Corporation the names and email addresses of all members who are in good standing as of the first day of the calendar month three months prior to the end of the current fiscal year, and shall, no later than 14 days after the nomination period closes, provide a notice and instruction to those members by email. The notice and instruction shall state that; (i) the election shall be conducted using electronic balloting at the Corporation's web site; (ii) the ballot, including all of the required information, is posted in a designated and stated section of the Corporation's web site; (iii) the date of the voting period start and end; (iv) that members may only vote using the Corporation's web site, using their unique username and password; and (v) that only one accepted vote submission per member is permitted.

The Secretary, or a designated assistant, shall accept and tally all votes cast by members, provided that the votes were cast in accordance with the requirements of this section, and shall accept no other votes. The candidate with the most number of votes shall win the first open position, followed by each additional candidate, in descending order of votes received from most to least, until all open positions have been filled. Should a tie exist in the last open position, with two or more candidates receiving the same number of votes, the winner shall be determined by lot from among those candidates who have tied.

The Secretary, or a designated assistant, shall notify the Board of Directors, and each of the candidates, in writing or by electronic means, by the first day of the calendar month one month prior to the end of the current fiscal year, of the results of the election and whether a quorum of votes was achieved. The same information shall be reported to the membership as soon as reasonably possible thereafter.

If a director resigned prior to the completion of his or her term, or was removed from office, he or she is ineligible to run for office at any later time unless they provide a written petition to the Board of Directors to waive this rule. The petition must be submitted at least 45 days prior to the beginning of the election nomination process. The petition must be approved by a two-thirds vote of the Board of Directors of the Corporation present and voting at a meeting at which a quorum is present. Failure of the Board of Directors to meet or to achieve a quorum at a meeting within the 45 day timeframe on a petition shall automatically grant the waiver for this rule. Notification of the outcome shall be sent to the petitioner no later than seven days after the end of the 45 day timeframe.

Section 4. Term of Office

Directors are elected for staggered two-year terms. The term of office shall begin on the first day of the first fiscal year following the election and shall end on the last day of the second fiscal year following the election. At least one quarter of the directors must have a term ending each fiscal year to ensure that the staggering requirement is met. The allocation of the current directors' terms in office shall determine their position in the stagger based on when each director’s term is finished. Should a situation occur where the staggering requirement cannot be met in the current fiscal year, prior to the start of the election nomination process, the directors with the longer term shall decide among themselves whose term shall become the shorter, and absent the ability to do so, shall decide by lot.

Section 5. Term Limit

A director may be elected to no more than three two-year terms (six years total), except that a director who was elected to fill a vacancy will not have that term counted towards the Term Limit. A director who is constrained by the Term Limit may at any time declare themselves a candidate for office again through the normal election process, provided that there would be a four-year period of time where they were not a director of the Corporation.

Section 6. Employment Conflict

Employees of Oracle Corporation and its subsidiaries and/or affiliates, are prohibited from serving on the Board of Directors of the Corporation and from serving on finance-related committees. A current director, upon acceptance of an offer of employment from Oracle Corporation and its subsidiaries and/or affiliates, must resign within seven days of their starting date of employment. Directors who do not submit their resignation by that date shall be removed from office, and from all committees, by the Board of Directors by following the procedures for Removal in ARTICLE IV, Section 9.

Section 6.5. Single Employer Representation Conflict

Limitations on the number of Directors allowed to serve on the ODTUG Board concurrently from a single employer are established at the number representing 25% of the number of sitting Board Members. A current Director, upon acceptance of an offer of employment from a single corporation and its subsidiaries and/or affiliates that would cause the Single Employer Representation Maximum to be exceeded, must voluntarily resign his or her position on the ODTUG Board of Directors by the starting date of employment, or the acceptance of the employment will be considered the de facto resignation of that Director.

If the Board of Directors election would cause the Single Employer Representation Maximum to be exceeded at the start of the next term for the ODTUG Board of Directors, the position(s) causing this threshold to be exceeded will be held open until the new Board is seated. At that time, any vacancy will be addressed by the ODTUG Board of Directors following the procedures for vacancies in Article IV, Section 10.

Section 7. Other User Group Conflict

A director may not be a member of another international or national Oracle user group Board of Directors, accepting a place on a ballot for their Board of Directors or participating in any finance-related committee with their organization. A current director, upon any of the listed conditions, must resign within seven days of the beginning of such activity. Directors who do not submit their resignation by that date shall be removed from office, and from all committees, by the Board of Directors by following the procedures for Removal in ARTICLE IV, Section 9.

Directors shall provide notification of their intent to participate in one of the ways listed in this section within one week of such a decision. A director may provide a written petition to the Board of Directors of the Corporation to waive the rules of this section, provided that it is submitted seven days prior to the beginning of any such activity. The petition must be approved by a two-thirds vote of the Board of Directors of the Corporation present and voting at a meeting at which a quorum is present.

Section 8. Conflicting Transactions

A director’s conflicting interest transaction shall be defined as a transaction which may affect the Corporation, in which the director knows at the time that the transaction is consummated or contractually obligated that: (i) the director, himself or herself; (ii) a related person of the director; (iii) an entity other than the Corporation of which the director is a director, general partner, agent or employee; (iv) a person that controls one or more of the entities specified in (iii) above, or an entity that is controlled by, or is under common control with, one or more other entities specified in (iii) above; or (v) an individual who is a general partner, principal, or employer of the director, is party to the transaction, or has a beneficial financial interest in the transaction of such financial significance to the director or a related person that it would reasonably be expected to exert an influence on the director’s judgment if the director were called upon to vote on the transaction.

If a director's conflicting interest transaction exists, it may only be authorized if the transaction is adopted by a majority vote of the Board of Directors of the Corporation present and voting at a meeting at which a quorum is present, provided that the director with the conflicting interest transaction may not vote. A duly empowered committee, after receiving notification or becoming aware of a conflicting interest transaction may only adopt the transaction by a majority vote of the committee members present and voting, provided that the director with the conflicting interest transaction may not vote.

Section 9. Removal

A director may be removed at any time, with or without cause, by a two-thirds vote of the directors present and voting at any meeting of the Board of Directors at which a quorum is present.

Section 10. Vacancies

Any vacancy occurring among the Board of Directors of the Corporation through death, resignation, removal or other cause may be filled from the membership of the Corporation for the unexpired portion of the vacant director’s term of office, solely at the discretion of the Board of Directors, provided that the vacancy does not cause the total number of directors to fall to, or below, the minimum number of directors as specified in ARTICLE IV, Section 1, plus one. Should the vacancy cause this condition to be met, the vacancy shall be filled.

In the event that a vacancy shall or will be filled, the Secretary of the Corporation will cause notice to be given to the Board of Directors requesting nominations from directors for the fulfillment of the vacancy. The notice must be given no more than 14 days after the requirement for replacement has been established. Nominations must be received by the Secretary, or designated assistant, within seven days of the notice, and shall include the name of the member in good standing who is being nominated. A brief biography and statement may be included. Directors may only nominate one member for each vacancy. At the conclusion of the nomination period, the Secretary shall provide the ballot of nominations to the Board of Directors within two days.

The election shall be conducted by the Secretary at the next regular meeting of the Board of Directors, or sooner through a special meeting, if the President deems it necessary. The Secretary shall again provide the ballot of nominations and voting will be held for each candidate in alphabetical order by last name. The winner shall be determined based upon a plurality of votes (i.e., the person receiving the most number of votes, whether or not that person received a majority of the votes) of those directors present and voting at which a quorum is present. Should a tie exist, the winner shall be determined by lot from among those candidates who have tied.

The elected director shall be notified at the first opportunity, and shall take office and be seated at the next meeting following the election.

Section 11. Compensation

The directors and officers of the Corporation shall serve without salary or other compensation, except that they may be reimbursed for any actual expenses incurred by them, in accordance with the policies for expense reimbursements, in the performance of their duties and attending to the affairs of the Corporation.

Section 12. Confidentiality

Directors must maintain a signed confidentiality agreement with the Corporation, as requested from time to time by the Executive Director, or upon election to office. Directors will comply with the confidentiality agreement terms and notify the Board of Directors at the first opportunity should they become aware of a conflicting interest transaction as defined in ARTICLE IV, Section 8.

Section 13. Executive Director

The Executive Director of the Corporation is an appointed position, recruited and employed by the Corporation as a member of the administrative staff, accountable to the Board of Directors. The Executive Director is an ex-officio, non-voting member of the Board of Directors, and is entitled to participate in all meetings and committees as specified by the bylaws. The Executive Director shall be assigned tasks, and direct and manage the day-to-day operation of the Corporation, with power as directed, in order to accomplish the goals, policies and objectives of the Corporation. The Executive Director does not count as a numbered director, and has neither term nor term limit. The Executive Director, and other administrative staff, may be appointed, hired, changed or discharged as the Board of Directors may from time to time deem appropriate, within the terms of any contract for services that apply.

Section 14. Director Emeritus

The Board of Directors of the Corporation may optionally elect a single Director Emeritus from past Corporation directors who are members in good standing, provided that the motion to elect is adopted by majority vote of the directors present and voting at a meeting at which a quorum is present. If elected, the Director Emeritus begins his or her term immediately unless otherwise stated in the motion, and shall only serve through the duration of the current fiscal year. The Director Emeritus may be elected to an officer position, if there is a vacancy, as defined in ARTICLE IV, Section 10. The Director Emeritus has all the rights, duties, responsibilities and restrictions of a Corporation director as specified in ARTICLE IV of the bylaws.

Section 15. Regular Meetings

Regular meetings of the Board of Directors of the Corporation shall be held at monthly, or at other intervals as the Board of Directors may specify, at such a place and time as determined by the Board of Directors. Regular meetings may be held electronically, provided that all members can communicate with each other at the same time. Written notice, which may include electronic notification by email, of the time and place of each regular meeting shall be given to all directors at least ten days prior to the date named for the meeting. An agenda shall be provided for all meetings, prepared, or caused to be prepared, by the Secretary.

Section 16. Special Meetings

Special meetings of the Board of Directors of the Corporation may be called by the President upon three days written or electronic notice to all directors. The notice shall state the date, time, place and purpose for the meeting. A special meeting shall also be called by the President or the Secretary upon written or electronic request of three or more directors of the Corporation. Special meetings may be held electronically, provided that all members can communicate with each other at the same time. An agenda shall be provided for all meetings, prepared, or caused to be prepared, by the Secretary.

Section 17. Quorum

At all meetings of the Board of Directors of the Corporation, attendance by 50% of the directors in office shall constitute a quorum for the transaction of business.

ARTICLE V

OFFICERS

Section 1. Number and Qualification

The officers of the Corporation shall be the President, the Vice President, the Secretary and the Treasurer.

Section 2. Election of Officers

The officers of the Corporation shall be elected by the Board of Directors of the Corporation from among the current slate of directors of the Corporation. The election shall be conducted by the Secretary of the Corporation and continued through the completion of the election process for all officer positions. If the Secretary is no longer in office, any member of the Board of Directors may make a motion to elect a Secretary Pro-Tem, adopted by a majority vote of the directors present and voting.

After the election of directors has been completed, and within 30 days of notification to the Board of Directors of the newly elected directors, the Secretary shall cause to give notice to all directors, current and new, requesting nominations for officer positions in the next term. Nominations may be received by the Secretary, or a designated assistant, up to the time at which the Secretary closes nominations for each position in order to vote, and shall include the name of the director who is being nominated. A brief biography and statement may be included. Directors may only nominate one director for each position, but may nominate themselves or another director for any or all positions.

The election shall be conducted during the first meeting of the new fiscal year of the Board of Directors at which a quorum is present. The Secretary may issue a call for further nominations, in accordance with the rules listed, prior to closing nominations for each position. The Secretary shall provide the ballot of nominations, in alphabetical order by last name, for each officer position and voting will commence in the order listed in ARTICLE V, Section 1. The winner shall be determined based upon a plurality of votes (i.e., the person receiving the most number of votes, whether or not that person received a majority of the votes) of those directors present and voting. Should a tie exist, the Secretary shall repeat the balloting one time only, and should a tie continue to exist, the winner shall be determined by lot from among those candidates who have tied.

Once the election processes has been completed for all officer positions, the elected officers shall be notified and take office immediately.

Section 3. Term of Office

Officers shall be elected annually for one year terms at the start of each fiscal year in accordance with ARTICLE V, Section 2. An officer shall hold office until his or her successor has been elected and seated.

Section 4. Removal

An officer may be removed at any time, with or without cause, by a two-thirds vote of the directors present and voting at any meeting of the Board of Directors at which a quorum is present.

Section 5. Vacancies

Any vacancy occurring among the officers of the Corporation through death, resignation, removal or other cause must be filled from the current slate of directors in office. The Secretary of the Corporation will cause notice to be given to the Board of Directors requesting nominations from directors for the fulfillment of the vacancy. The notice must be given no more than seven days after the need for replacement has been established. Nominations must be received by the Secretary, or designated assistant, within seven days of the notice, and shall include the name of the director who is being nominated. A brief biography and statement may be included. Directors may only nominate one director for each vacancy, and may nominate themselves for the vacancy. At the conclusion of the nomination period, the Secretary shall provide the ballot of nominations to the Board of Directors within two days.

The election shall be conducted by the Secretary at the next regular meeting of the Board of Directors, or sooner through a special meeting, if the President deems it necessary. The Secretary shall again provide the ballot of nominations and voting will be held for each candidate in alphabetical order by last name. The winner shall be determined based upon a plurality of votes (i.e., the person receiving the most number of votes, whether or not that person received a majority of the votes) of those directors present and voting at which a quorum is present. Should a tie exist, the winner shall be determined by lot from among those candidates who have tied.

The elected officer shall be notified and take office immediately.

Section 6. Powers and Duties of the President

The President shall manage the affairs of the Corporation and ensure effective action by seeing that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all contracts and agreements authorized by the Board of Directors, and shall affix the seal to any instrument requiring the same, and the seal, when so affixed, shall be attested by the signature of the Secretary. The President shall ensure that all other officer's duties are properly performed, and from time to time, shall report to the Board of Directors all matters within his or her knowledge that, in the interest of the Corporation, should be brought to their attention.

The President shall preside over all meetings, call and preside over Executive Committee meetings, make motions, debate and vote on motions. The President may recommend the creation of committees, with or without power, as deemed needed and appropriate to effect action. The President ensures that Corporation matters are handled properly, including preparation of pre-meeting materials, agendas, committee functioning, budget functioning, organizational and conference relationships and other such duties as necessary.

The President shall have a discretionary budget fund as set forth in the standing rules.

Section 7. Powers and Duties of the Vice President

The Vice President shall assist the President in managing the affairs of the Corporation, and ensuring the effective action of the Board of Directors by assisting the President in the execution of his or her duties. The Vice President may be assigned a special area of responsibility by the President to achieve a goal or objective of the Corporation. If the President resigns, is removed from office, or is unable to perform his or her duties as a result of incapacity, illness, or death, the Vice President shall serve as the President Pro-Tem and shall have all the powers of the office of President until such time as the procedures for Vacancy can be completed in ARTICLE V, Section 5, or until replaced through the normal election process if such event occurs first.

Section 8. Powers and Duties of the Secretary

The Secretary shall assist the President in the administration of the Corporation, shall attend all meetings of the Board of Directors, and shall oversee and record all votes and the minutes of all meetings. The Secretary shall give, or cause to be given, proper notice of all meetings of the Corporation, to the appropriate audience for the meeting. The Secretary shall oversee and conduct the annual election of directors and report the results to the membership. The Secretary shall conduct correspondence as directed by the Board of Directors and perform such other duties as the Board of Directors or the President may from time to time assign to him or her. The Secretary may appoint one or more assistants, or be assisted by the administrative staff of the Corporation, and in such case, shall supervise and ensure that all procedures and rules have been properly followed.

Section 9. Powers and Duties of the Treasurer

The Treasurer shall have custody of the Corporation's funds, securities, and books of account, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all monies and other such valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors from time to time. The Treasurer shall prepare an annual budget for the Corporation for approval by the Board of Directors. The Treasurer shall disburse the funds of the Corporation in accordance with directions from the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, whenever they may require it, an account of all financial transactions on behalf of the Corporation and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as the Board of Directors or the President may from time to time assign to him or her. The Treasurer may appoint one or more assistants, or be assisted by the administrative staff of the Corporation, and in such case, shall supervise and ensure that all procedures and rules have been properly followed.

Section 10. Term Limit

The President and Vice President may be elected to no more than four consecutive one-year terms (four years total), for each office. This term limit has no bearing or effect on the Director Term Limits as defined in Article IV, Section 5 of the Bylaws.

ARTICLE VI

MEETINGS

Section 1. Meetings of Members

Meetings of the members of Corporation, including the annual meeting of members, including the annual conference, may be held at such and time place as shall be determined by the Board of Directors from time to time. Failure to hold an annual meeting of members shall not work as dissolution of the Corporation. Written or electronic notice of the time and place of meetings of the members shall be given to all members in good standing at least ten days prior to the date named for the meeting.

Section 2. Quorum

At all meetings of the members, including without limitation, elections or other voting conducted by mail or electronic means, the attendance of five percent (5%) of the membership at the meeting shall constitute a quorum. Submission of accepted votes of five percent (5%) of the membership in an election or other voting, whether submitted by mail or electronic means, shall also constitute a quorum.

ARTICLE VII

COMMITTEES

Section 1. Executive Committee

The Executive Committee shall be composed of the President, the Vice President, the Secretary, the Treasurer, and the Executive Director. The Executive Director shall be an ex-officio, non-voting member of the committee. Except for the power to amend the Articles of Incorporation or these bylaws, the committee is empowered to act upon behalf of the Corporation, when a quorum of  50% of the committee are present, on matters between regular meetings of the full Board of Directors. The President shall call and preside over all Executive Committee meetings. All actions of the committee shall be reported to the Board of Directors at the earliest opportunity. The Board of Directors shall have the authority to overrule or alter any action of the Executive Committee to the same extent that it could overrule or alter any action of the Board of Directors itself.

Section 2. Standing Committees

All standing committees shall consist of three to seven members. Members of standing committees, including the chair, must be members of the Corporation, provided that the Executive Director may be appointed to be a member of any standing committee as an ex-officio, non-voting member of that committee. Standing committees must include at least two directors of the Corporation in their membership. All standing committees shall provide a report, by the chair or a delegate, at each regular meeting of the Board of Directors.

The Corporation shall have the following standing committees:

Section 2.1 Standing Finance Committee

The Treasurer of the Corporation shall be the chair of the standing Finance Committee. The committee shall consist of two other directors and the Executive Director. The committee shall be responsible for developing and reviewing fiscal policies and procedures, membership and expense plans, financial agreements, initiating audits, and for the annual budget. The Board of Directors must approve the annual budget as presented by the Treasurer. Annual reports shall be submitted to the Board of Directors showing income, expenses and balances for all budget line items, or as requested by the Board of Directors from time to time. The financial records of the Corporation shall be made available for inspection by any director of the Corporation upon written request, with justification, to the Finance Committee, provided that the committee approves the request by a majority vote.

Section 2.2 Standing Conference Committee

The standing Conference Committee shall consist of a chair, appointed by the Board of Directors, the Executive Director and three to five other members, provided that at least two of the members are directors of the Corporation. The committee shall be responsible for the development and execution of the annual conference, conference budgets and agreements, vendor relationships, and selection of speakers and presentations. The Board of Directors must approve the conference budget. Annual reports shall be submitted to the Board of Directors showing income, expenses and balances for all conference budget line items, or as requested by the Board of Directors from time to time.

Section 3. Other Committees

The Board of Directors may constitute such other committees, by a motion adopted by a majority vote of the directors present and voting at a meeting at which a quorum is present, as deemed advisable from time to time. The chair, term and objectives of each committee shall be set forth by the motion, and committees must include at least two directors in their membership. Committees empowered by the Board of Directors may be granted the right to exercise some or all of the powers of the Board of Directors authority as needed to manage the business and affairs of the Corporation. Such authority of the committee shall include the ability to cause disbursement of funds up to the limit established in a budget approved by the Board of Directors, or as designated by applicable standing rules, and the right to approve contracts for a purpose pre-designated by the Board of Directors.

ARTICLE VIII

INDEMNIFICATION

The Corporation 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 Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Board of Directors of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in accordance with the Articles of Incorporation.

ARTICLE IX

PARLIAMENTARY AUTHORITY

The rules contained in the current edition Robert’s Rules of Order Newly Revised shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with the Articles of Incorporation, these bylaws, the standing rules, any special rules of order that the Corporation may adopt, and any statutes applicable to the Corporation that do not authorize the provisions of these bylaws to take precedence.

ARTICLE X

AMENDMENTS

Section 1. Amendments

The Board of Directors of the Corporation may amend these bylaws by a two-thirds vote of the directors of the Corporation present and voting at any meeting of the Board of Directors at which a quorum is present.

Section 2. Exclusions

No amendment shall contain any provision that would be contrary to the objects and purposes of the Corporation as set forth in the Articles of Incorporation, these bylaws or the laws of the State in which the Corporation is incorporated.