EDUCAUSE Bylaws

ARTICLE I – NAME AND PRINCIPAL OFFICE

Section 1. Name. The name of the corporation shall be EDUCAUSE. The corporation may adopt such trade names as the Board of Directors shall from time to time determine. All uses of the name of the corporation and all trade names must be approved by the Board of Directors.

Section 2. Registered Office. The registered office of the corporation shall be located in Washington, the District of Columbia.

Section 3. Other Offices. The corporation may have offices and places of business in such other places within and without the District of Columbia as the Board of Directors may from time to time determine.

Section 4. Governing Law. The affairs of the corporation shall be governed by the provisions of the District of Columbia Nonprofit Corporations Act as may be amended from time to time, or its successor.

ARTICLE II – MEMBERS

Section 1. Regular Members. Educational institutions and such other agencies that, as determined by the Board of Directors, contribute to the accomplishment of the purposes of the corporation may be admitted as Regular Members by a majority vote of the Board of Directors, provided that no institution or agency shall be eligible for membership if its membership would disqualify the corporation from tax exemption under the Internal Revenue Code of the United States as from time to time in force. Regular Members shall be entitled to vote for the election of Directors in accordance with Article V of the Bylaws. The Regular Members shall not be entitled to vote on any other matters.

Section 2. Associate Members. Corporations and organizations that, as determined by the Board of Directors, contribute to the accomplishment of the purposes of the corporation may be admitted as Associate Members by a majority vote of the Board of Directors, provided that no corporation or other organization shall be eligible for membership if its membership would disqualify the corporation from tax exemption under the Internal Revenue Code of the United States as from time to time in force. Associate Members shall not have any voting rights.

Section 3. Additional Classes of Members. By amendment to these Bylaws, the Board of Directors may designate additional classes of members, and establish qualifications and provisions for admittance of members to such classes. Additional classes of members shall not have any voting rights, and shall only have such other rights as may be designated by the Board of Directors. By amendment to the Articles of Incorporation, the Board of Directors may designate additional classes of members which have specific voting rights and establish qualifications and provisions for admittance of members to such classes.

Section 4. Dues. The Board of Directors may in its sole discretion from time to time establish a structure of dues to be paid by members.

Section 5. Membership Term. The term of membership shall continue during the life of the corporation unless a member: (a) shall resign by providing written notice of resignation to the Chair or the Secretary of the corporation; or (b) shall be removed pursuant to policies and procedures established by the Board of Directors (including policies and procedures for removal for non-payment of dues).

ARTICLE III – MEMBER REPRESENTATIVES AND PARTICIPATION

Section 1. Voting Representative. Each Regular Member shall designate one Voting Representative who shall be entitled to vote on behalf of such Regular Member in the election of Directors as provided in Article V of these Bylaws. If there are additional classes of members, other than Regular Members, such members shall designate representatives to serve, without right to vote.

Section 2. Communication With Members. The Voting Representative for each member shall be the channel for all official communications between such member and the corporation and shall serve in that capacity until the corporation is notified in writing by the member of a successor thereto. Any communication with a Voting Representative shall constitute communication with such member.

Section 3. Member Representative. Each Regular Member shall designate Member Representatives whose number, duties, privileges, and responsibilities shall be determined by policy of the Board of Directors. Voting Representatives shall be Member Representatives.

Section 4. Autonomy of Members. Membership in this corporation shall in no way infringe upon the autonomy of any member. Likewise, membership in this corporation shall not be regarded as conflicting with participation by members in any other organization.

Section 5. Distribution of Information. Any material submitted by members for redistribution through Association channels is assumed to be non-proprietary and non-classified in nature. Recipients of the material through Association channels shall make no further distribution and shall refer all initial inquiries to the Association. Each distribution by the Association will carry a disclaimer noting the non-proprietary and non-classified status of the material.

ARTICLE IV – MEETINGS OF MEMBERS

Section 1. Annual Meetings. An annual meeting of the members shall be held during each calendar year at such time and place, either within or outside the District of Columbia, as shall be designated by the Chair of the Board of Directors.

Section 2. Special Meetings. Special meetings of the members may be held at any time or place pursuant to a call signed by the Secretary on written application of not less than ten percent of the members or by the Chair of the Board of Directors. Calls for special meetings shall specifically state the time, place, and purpose thereof.

Section 3. Notice of Annual and Special Meetings. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) or more than sixty (60) days before the date of the meeting, either personally, by mail, by facsimile transmission, or by electronic communication, by or at the direction of the Chair, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the member at his address as it appears on the records of the corporation. If sent by facsimile or electronic communication, such notice shall be deemed to be delivered when sent.

Section 4. Waivers of Notice. Whenever any notice is required to be given to any member under any provision of law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the member entitled to such notice, whether before or after the time stated therein, shall be the equivalent of giving such notice. The presence of any member at a meeting, in person or by proxy or by electronic means of attendance, without objection to the lack of notice of such meeting, shall also waive notice by such member.

Section 5. Quorum. A quorum for the transaction of business at any meeting of the members shall be at least one-tenth of the votes entitled to be cast represented in person or by proxy.

Section 6. Proxies. A member may vote by proxy executed in writing given to another representative of his institution, to another Voting Representative, or to the Secretary of the Corporation. Such proxy shall be valid only for that meeting.

Section 7. Action Without a Meeting. Any action required or permitted to be taken by the members at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote. Such written consents have the force and effect of a unanimous vote of the members.

Section 8. Chair of Meetings. The Chair of the Board of Directors shall preside over all annual and special meetings of members.

ARTICLE V – BOARD OF DIRECTORS

Section 1. Generally. The affairs of the corporation shall be managed by the Board of Directors. The Board of Directors may exercise all the powers of the corporation.

Section 2. Number and Types of Directors. The number of Directors shall not be less than nine (9) and shall be determined by the Board. A majority of the Board shall be composed of Member Representatives ("Member Directors"). The President (CEO) of the Corporation shall serve as an ex-officio member of the Board of Directors with vote. The remaining Directors shall be Directors-at-Large.

Section 3. Election of Member Directors. Member Directors shall be elected by the Regular Members. In the sole discretion of the Board of Directors, the election of Member Directors shall be held either (i) by electronic communication during the sixty (60) day period preceding the annual meeting of the members; or (ii) at the annual meeting of the members. In the rare situation in which a member cannot vote electronically, a mail ballot will be accepted. Member Directors shall be elected for a term of four years. An individual shall be eligible to serve an additional full, four-year term on the Board after a break in service of at least one (1) year.

Section 4. Appointment of Directors-at-Large. Directors-at-Large shall be nominated and appointed by the Board of Directors. Directors-at-Large need not be Representatives of, or affiliated with, Regular Members. At the first meeting of the Board of Directors following each annual meeting of the members, the Board of Directors, including the Directors whose terms are then expiring, shall nominate and elect successors to such outgoing Directors-at-Large. Directors-at-Large shall be elected for terms of not more than four years. An individual shall be eligible to serve an additional term on the Board after a break in service of at least one (1) year.

Section 5. Compensation of Directors. Directors shall not receive any compensation for services rendered to the corporation as Directors, except those Directors may be reimbursed for reasonable expenses incurred in the performance of their duties to the corporation as authorized by resolution of the Board.

Section 6. Resignation and Removal of Directors. Any Director may resign upon written notice to the Chair, Secretary or Board of Directors. Such resignation shall be effective as of the date of receipt of the written notice or at whatever future date is specified in the notice. A Director may be removed at any time by majority vote of the Directors in office.

Section 7. Vacancies. Vacancies on the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors, may be filled by majority vote of the remaining members of the Board of Directors, though less than a quorum of the Board. A Director appointed to fill a vacancy shall be appointed to serve the unexpired term of the Director's predecessor in office and until his or her successor is elected or appointed and qualified. In the event of a vacancy and appointment pursuant to this Section, the number of appointed Directors serving on the Board may exceed the number of Member Directors.

ARTICLE VI – BOARD MEETINGS

Section 1. Quorum of Directors and Action by the Board. A majority of the number of Directors in office shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 2. Meetings of the Board. Meetings of the Board of Directors, regular or special, may be held at such place within or without the District of Columbia, and upon such notice as may be prescribed by resolution of the Board of Directors.

Section 3. Notice and Waiver. Whenever written notice is required to be given to any Director, it may be given to such Director either personally or by sending a copy thereof through the mail, by facsimile, or by electronic communication, charges prepaid, to the address supplied by the Director to the corporation for the purpose of notice. Whenever notice is required, a waiver thereof in writing signed by the Director or Directors entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Further, a Director's attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the Director for the purpose of objecting to the notice of the meeting.

Section 4. Action Without a Meeting. Any action which may be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the Directors entitled to vote with respect to the matter.

Section 5. Participation. The Directors may participate in a meeting of the Board of Directors or a committee of the Board by means of conference telephone or by any means of communication, including electronic communication, by which all persons participating in the meeting are able to communicate simultaneously with one another, and such participation shall constitute presence in person at the meeting.

Section 6. Proxies. There shall be no proxy voting by the Directors.

ARTICLE VII – OFFICERS

Section 1. Officers. The Officers of the corporation shall be the Chair, Vice Chair, Secretary, and Treasurer of the Board of Directors; and the President of the association. The Board of Directors may in its sole discretion designate additional Officers. All officers—except the President—must be selected from among the Directors. The Chair and Vice Chair must be Member Directors.

Section 2. Selection and Term. The Board of Directors, at its fall meeting shall select the Officers of the Board. Officers shall serve one year terms from January 1 to December 31 and until their successors are selected and qualified.

Section 3. Resignation and Removal. Any officer may resign by delivering or mailing his or her written resignation to the Chair or Secretary of the corporation. Any officer may be removed by a majority vote of the members of the Board of Directors.

Section 4. Duties of Officers. The Officers shall have such duties in connection with the operation of the corporation as generally pertain to their respective offices, as described below, as well as such powers and duties as from time to time may be delegated to them by the Board of Directors. The Chief Executive Officer and the individuals he or she hires to perform the day-to-day operations of the corporation, which individuals may be given proper executive titles, including officer titles, shall not be governed by the provisions contained in this Article.

Section 5. Chair. The Chair shall preside at all meetings of the Board of Directors unless the Chair or the Board designates another person to preside and, subject to the supervision of the Board of Directors, shall perform all duties customary to the office of the Chair.

Section 6. Vice Chair. In the event the Chair is unable to serve or perform duties delegated to the Chair, the Vice Chair shall serve in the Chair's place. The Vice Chair may have such additional duties as delegated to him or her by the Board of Directors or the Chair.

Section 7. Secretary. The Secretary shall be responsible for: (i) the minutes of the meetings of the corporation; (ii) service of all notices of the corporation; (iii) retention of the books and records of the corporation; and (iv) all other duties as may be directed from time to time by the Board of Directors. In the absence of the Secretary at any meeting, a secretary pro tempore shall be appointed by the presiding officer.

Section 8. Treasurer. Subject at all times and in all respects to the direction and approval of the Board of Directors and subject to the terms of any gift, bequest, or devise made to the corporation, the Treasurer shall have the custody of, and be responsible for all funds of the corporation, shall periodically monitor the disbursement of such funds as ordered by the Board of Directors, and shall require full and accurate records and accounts in books belonging to the corporation showing the transactions thereof, its accounts, liabilities, and financial condition. The Treasurer shall render or have rendered a statement of the condition of the finances of the corporation at each regular meeting of the Board and at such other times as the Board shall require. The Treasurer shall provide a full financial report to the Board annually. The Treasurer shall do and perform all other duties pertaining to the office of Treasurer as ordered by the Board of Directors.

ARTICLE VIII – CHIEF EXECUTIVE OFFICER

The Board of Directors may employ a Chief Executive Officer ("CEO"). The CEO shall employ such individuals, agents, and consultants as he or she shall deem desirable. The CEO shall serve ex-officio on the Board of Directors and shall have the right to vote on all Board matters.

ARTICLE IX – COMMITTEES AND TASK FORCES

To the extent permitted by the District of Columbia Nonprofit Corporations Act, the Board of Directors may create and delegate responsibilities to committees, task forces, subcommittees, advisory panels and such other groups identified by the Board to work in areas of significant interest to the corporation. Unless authorized to act on behalf of the Board of Directors, such committees, task forces, subcommittees, advisory panels and other groups need not be composed of Directors or members of the corporation.

ARTICLE X – INDEMNIFICATION

Any person made a party to any action, suit or proceeding, civil, administrative or criminal, by reason of the fact that such person, their testator or intestate, is or was a member of the Board of Directors, an Officer, member, employee or agent of the corporation or of any corporation of which such person served at the request of the corporation may be indemnified by the corporation against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by such person in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it is adjudged in such action, suit or proceeding that such Director, Officer, member, employee or agent is liable for negligence or misconduct in the performance of his duties to the corporation. The Board, by resolution, may also indemnify any such Director, Officer, member, employee or agent for any damages awarded in any such action, suit or proceeding if it makes a specific finding that the Director, Officer, member, employee or agent believed in good faith that he or she was acting in the matter in the best interests of the corporation. The Board may, but is not required to, purchase insurance to satisfy any indemnification hereunder.

ARTICLE XI – MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the corporation shall be from January 1 through December 31.

Section 2. Financial Matters. All checks, drafts and orders for payment of money shall be signed in the name of the corporation by such officers, agents, or persons and in such manner as the Board of Directors shall from time to time direct by resolution.

Section 3. Instrument Execution. When the execution of any membership certificate, contract, conveyance, or other instrument has been authorized without specification of the executing officers, the Chair and the Secretary shall execute the same in the name and on behalf of this corporation and may, where required by law or authorized by the Board of Directors, cause the corporate seal to be affixed thereto. The Board of Directors shall have power to designate the Officers and agents who shall have authority to execute any instrument or class of instruments on behalf of this corporation.

Section 4. Other Rules. The Board of Directors may, by resolution entered in the minutes of its meetings, provide for other and further rules for the conduct of the affairs of this corporation not inconsistent with these Bylaws. The usual parliamentary rules as laid down in "Robert's Rules of Order," as revised, shall govern all deliberations of the corporation and its committees, except as may be otherwise provided in these Bylaws or other rules of the corporation or its committees.

Section 5. Amendments. The Articles of Incorporation and Bylaws of this corporation may be amended by majority vote of the Board of Directors.

January 16, 1998
Revised June 12, 1998
Revised August 6, 1999
Revised October 10, 2000
Revised April 18, 2002
Revised May 1, 2003
Revised October 8, 2006