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BYLAWS OF THE SOFTWARE AND TECHNOLOGY VENDORS' ASSOCIATION ARTICLE I ARTICLE II 2.2. PROCEDURE FOR ADMISSION TO MEMBERSHIP. 2.2.2. Approval of Board of Directors. Upon receipt by the Secretary of the applicant’s membership agreement the applicant shall be voted on for membership by the Board of Directors. The applicant shall become a member upon receiving a majority vote of the Board of Directors. 2.3. CLASSIFICATION OF MEMBERS. There shall be 2 classes of membership in the Association, as follows: 2.3.1. Full Members. Full members shall meet the definition and satisfy the requirements for this category as established from time to time by the Board of Directors. Each full member shall be entitled to one vote on each matter submitted to a vote of the members. Full members may serve on the Board of Directors. 2.3.2. Associate Members shall meet the definition and satisfy the requirements for this category as established from time to time by the Board of Director after recommendation by a majority vote of the Full Members. Associate Members shall not be entitled to vote and may not serve on the Board of Directors. 2.4. DUES. Each member of the Association shall pay dues as provided by Article III of these Bylaws. 2.5. MEMBERSHIP ROSTER. A written record of the membership of this Association shall be kept at the Association’s principal office. The membership records shall contain the name and address of each member and, in any case where any membership has been terminated for any reason whatsoever, an entry of such fact, together with the date upon which the membership was terminated. 2.6. SUSPENSION. A member may be suspended for a period or expelled for conduct prejudicial to the best interests of the Association or for non-payment of dues. Suspension or expulsion shall be by a two-thirds vote of the entire membership of the Board of Directors, provided that in the case of conduct prejudicial to the best interests of the Association, an appropriate hearing is first made available to the member. 2.7. RESIGNATION. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid. 2.8. TRANSFER OF MEMBERSHIP. Membership in the Association is not transferable or assignable. 2.9. INTEREST IN PROPERTY. None of the members of the Association shall ever have any right to or interest in any of the property, real or personal, of any kind or description, which is now or may in the future be owned and controlled by the Association. ARTICLE III 3.2. PAYMENT OF DUES. Dues shall be payable annually on the first day of the Association’s fiscal year or, at the option of the member, dues may be paid in three installments, with payments due on the first day of July, October and January. New members shall pay full annual dues if they join within the first four (4) months of a fiscal year. If a new member joins during the second four (4) months of a fiscal year, the member shall be required to pay two-thirds (2/3) of the annual dues for that year and full dues thereafter. If a member joins in the last four (4) month period of a fiscal year, the member shall pay one-third (1/3) the annual dues for that year and full dues thereafter. If a member agrees to pay dues on a quarterly basis and then is suspended, expelled, terminated or otherwise withdraws from the Association for any reason, that member shall remain obligated to pay the remaining outstanding quarterly installments of the annual dues owed for that particular year. 3.3. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member shall be in default in the payment of dues for a period of three months from the beginning of the fiscal year or period for which such dues became payable, its membership may thereupon be suspended or terminated without further notice by the Board of Directors. The termination, suspension or withdrawal of membership does not relieve the member of its or his or her obligation to pay all dues accrued or owing. ARTICLE IV 4.2. SPECIAL MEETINGS. Special meetings of the members may be called by the Executive Director, Chair, a majority of the Board of Directors, or not less than one-third (1/3) of the members having full voting rights. 4.3. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the District of Columbia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Association in the District of Columbia; but if all of the members shall meet at any time and place, either within or without the District of Columbia, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. 4.4. NOTICE OF MEETINGS. Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by regular or electronic mail, to each member entitled to vote at such meeting, not less than five nor more than fifty days before the date of such meeting, by or at the direction of the Executive Director, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If manually mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail and addressed to the member at its, his or her address as it appears on the records of the corporation, with postage thereon prepaid. If electronically mailed, the notice of a meeting shall be deemed to be delivered when transmitted to the Member at his or her e-mail address as it appears on the records of the corporation. 4.5. INFORMAL ACTION BY MEMBERS. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed or electronically mailed by all of the members entitled to vote with respect to the subject matter thereof. 4.6. QUORUM. The full members, whether represented in person or by proxy, holding one-half of the votes which may be cast at any meeting shall constitute a quorum at such meeting. Said members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a quorum is not present at the call of any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. 4.7. PROXIES. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. ARTICLE V 5.2. QUALIFICATIONS. In order to be a Director of the Association beginning with the effective date of these bylaws, an individual must be an officer, director or employee of a full member. All sitting Directors of the Association prior to the effective date of these amended bylaws are eligible to remain as Directors and to continue to be reelected as Directors regardless of their classification of membership. 5.3. NUMBER, ELECTION AND TENURE. The number of Directors shall be no less than three (3) and no more than seventeen (17). The initial Board of Directors shall consist of 7 members, who shall be elected by the Association’s members at the annual meeting of the Association’s members. From and after July 1, 2001, the Directors shall be divided into three classes consisting of 2 Directors in the first class, 2 in the second, and 3 in the third, with the term of office of the first class to expire at the 2002 annual meeting members, the term of office of the second class to expire at the 2003 annual meeting of members, and the term of office of the third class to expire at the 2004 annual meeting of members. At each annual meeting of members, the Directors chosen to succeed the one whose term expired shall be identified as being of the same class as the Director they succeed and shall be elected for a term expiring at the third succeeding annual meeting of members. Any increase or decrease in the size of the board of Directors shall be done in a manner that preserves the relative size of each class of Directors. 5.4. REGULAR MEETINGS. A regular annual meeting of the Board of Directors shall be held, at such time and place as shall be designated by the Executive Director or Chair in the notice of the meeting, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The Board of Directors may provide by resolution or consent for the holding of additional regular meetings. Directors may participate and vote in Regular Meetings by telephone. 5.5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by, or at the direction of the Executive Director or Chair, or by a majority of the voting Directors then in office, to be held at such time and place, either within or without the District of Columbia as shall be designated in the notice of the meeting. Directors may participate and vote in Special Meetings by telephone. 5.6. NOTICE. Notice of the time and place of any meeting of the Board of Directors shall be given at least five days prior thereto by written notice delivered personally or sent by regular or electronic mail or facsimile transmission to each Director at his or her address as shown on the records of the Association. If manually mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If electronically mailed, such notice shall be deemed to be delivered when transmitted by the sender to the Director’s e-mail address. If notice be given by facsimile transmission, such notice shall be deemed to be delivered when the facsimile transmission is transmitted by the sender to the Director’s facsimile number. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board needs be specified in the notice or waiver of notice of such meeting, unless otherwise required by law. 5.7. QUORUM. A majority of all Directors then serving shall constitute a quorum for the transaction of business at any meeting of the Board. 5.8. PROXIES AND SUBSTITUTE DIRECTORS. A Director may not vote by proxy provided, however, that a Director who meets the qualifications of Section 5.2(ii) may designate an individual who is an officer, director or senior executive of the same full member to substitute for such Director at a specific meeting of the Board of Directors. The Executive Director and Chair shall be notified, orally, in writing or by e-mail of such a substitution in advance of the meeting where it shall occur. The name of the substitute, together with the names of the Director and full member being represented, shall be recorded in the minutes of the meeting. A substitute Director shall assume and may exercise all the powers of a Director at the meeting but may not exercise the powers of any other office. 5.9. MANNER OF ACTING. 5.9.2. Informal Action By Directors. No action of the Board of Directors shall be valid unless taken at a meeting at which a quorum is present except that any action which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by each Director entitled to vote. 5.10. RESIGNATIONS AND REMOVAL. 5.10.2. Automatic Resignation. In the event a Director ceases to be a full member or an officer, director or employee of a full member, the Director shall be deemed to have automatically resigned from the Board of Directors at that time, whether or not notice of such action is given to the Association. 5.10.3. REMOVAL. A Director may be removed from the Board of Directors without cause by the vote of two-thirds (2/3) of the Directors then in office. Additionally, a Director who holds such position by virtue of being an officer, director or employee of a full member shall be deemed removed upon written notice to the Executive Director, Chair or the Secretary of the Association from said member. 5.11. VACANCIES. Any vacancy occurring in the Board of Directors shall be filled by an affirmative vote of a majority of the remaining Directors; provided, however, if such vacancy arises because an individual is no longer an officer, director or employee of a full member or no longer is designated by the full member as a Director, the full member shall have the right to designate a replacement Director. 5.12. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefore. ARTICLE VI 6.2. AUTHORITY OF COMMITTEES. The Board of Directors may delegate to the Executive Committee or other committees all such authority of the Board of Directors that it deems desirable, except that neither the Executive Committee, nor any other committee, shall have and exercise the authority of the Board of Directors to: 6.3. REPORTING TO BOARD OF DIRECTORS. The Executive Committee or any other committee shall report any actions taken to the meeting of the Board of Directors next following the taking of such action, unless the Board of Directors otherwise requires. 6.4. CONDUCT OF COMMITTEE MEETINGS. So far as applicable, the provisions of these Bylaws relating to the conduct of meetings of the Board of Directors shall govern meetings of the Executive Committee. ARTICLE VII 7.2 OTHER OFFICERS. The Board of Directors may establish such other offices as the Board may from time to time deem necessary and desirable. 7.3. ELECTION AND TERM OF OFFICE. The officers of the Association other than the Executive Director shall be elected by the Board of Directors at its regular annual meeting. If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer other than the Executive Director shall hold office for a term of one year and until his or her successor shall have been elected unless he or she shall sooner resign or be removed. The Executive Director is appointed by and serves at the pleasure of the Board of Directors. 7.4. REMOVAL AND RESIGNATIONS. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Association would be served thereby. Any officer may resign at any time by giving written notice to the Chair or Secretary of the Association, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 7.7. CHAIR ELECT. In the absence of the Chair, the Chair Elect (or in the event of more than one Vice Chair, the Vice Chairs in the order of their election) shall perform the duties of the Chair. Any Vice Chair shall perform such other duties as from time to time may be assigned to him or her by the Chair or by the Board of Directors. 7.8. TREASURER. The Treasurer shall in general perform all the duties of the office of the Treasurer as from time to time may be assigned by the Chair or by the Board of Directors. Such duties shall include, but not be limited to, preparing quarterly and annual financial reports for the Board of Directors 7.9. SECRETARY. The Secretary shall in general perform all duties of the office of Secretary as from time to time may be assigned by the Chair or the Board of Directors. Such duties shall include, but not be limited to, keeping the minutes of all Board Meetings. 7.10. EXECUTIVE DIRECTOR. The Executive Director shall be the Association’s chief executive officer and shall in general supervise and control all of the business and affairs of the Association including charge and custody of, and responsibility for, all funds, securities and corporate records. The Executive Director shall be a nonvoting ex officio member of the Board of Directors. In general, the Executive Director shall perform all duties incident to the office of the Executive Director and such other duties as may be prescribed by the Board of Directors from time to time. 7.11. COMPENSATION. The Board of Directors shall fix the compensation of all officers of the Association. ARTICLE VIII 8.2. BORROWING. No loan shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. 8.3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by the Chair and the Treasurer, unless otherwise authorized by the Board of Directors. 8.4. DEPOSITS. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select. 8.5. GIFTS. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any specific purpose of the Association. ARTICLE IX 9.2. FISCAL YEAR. The fiscal year of the Association shall begin on the __________ and end on the last day __________ in each year unless otherwise determined by resolution of the Board of Directors. 9.3. SEAL. The Board of Directors may provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words "Nonprofit Corporation" and the district of incorporation. 9.4. WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the District of Columbia Nonprofit Corporation Act or under the provisions of the Articles of Incorporation of the Association or these Bylaws, a waiver thereof in writing signed by the persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 9.5. LOANS TO OFFICERS AND DIRECTORS PROHIBITED. No loans shall be made by the Association to its officers or Directors. 9.6. ADDITIONAL ORGANIZATIONS. The Board of Directors may authorize the formation of such auxiliary organizations as would in the opinion of the Board assist in the fulfillment of the purposes of the Association. 9.7. RULES. The Board of Directors may adopt, amend or repeal rules (not inconsistent with these Bylaws) for the management of the internal affairs of the Association and the governance of its officers, agents, committees and employees. ARTICLE X 10.2. LIABILITY INSURANCE. The Association may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a Director or officer of the Association or is or was serving at the request of the Association in any capacity for any other business organization, insuring the Association and such person against any liability asserted against such person and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify such person against such liability under the provisions of this Bylaw or applicable law. ARTICLE XI 11.2. SANCTIONS. Members, officers, Directors or employees who participate in conduct which the Board of Directors, by a two-thirds majority vote, determines to be contrary to the Association antitrust compliance policy, shall be subject to disciplinary measures up to, and including, expulsion or termination. ARTICLE XII CERTIFICATE ____________________________________
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