Published using Google Docs
ByLaws.Aug.2023
Updated automatically every 5 minutes

BYLAWS OF SILICON VALLEY CUE (SVCUE)

An Affiliate of CUE

PREAMBLE

SVCUE believes innovative pedagogical practices positively impact student learning.

SVCUE, a community of professional educators, strives to advance the growth of our members with a focus on:

ARTICLE I

PURPOSE

SVCUE (which shall be referred to herein as the “Organization”) is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The Organization shall not carry on any other activities not permitted by an entity exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.

  1. PURPOSE. The purposes of the Organization are to:
  1. advance student opportunities and achievement through the use of innovative technologies, in furtherance thereof,
  2. make a substantial contribution toward developing and providing information, materials, and educational resources to all interested persons,
  3. operate as an affiliate of Computer-Using Educators, Inc (herein referred to as “CUE”), and to sustain these efforts through the continuation of a non-profit organization.
  1. PROPERTY. The property of the Organization is irrevocably dedicated to charitable purpose and no part of the net income or assets of the affiliate shall ever inure to the benefit of any Director, officer, or member thereof or to the benefit of any private person.
  2. POLITICAL ACTION. No substantial part of the activities of the Organization shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
  3. DISSOLUTION. Upon the dissolution or winding up of the Organization, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Organization shall be distributed to CUE, or in absence thereof to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE II

OFFICES

  1. PRINCIPAL OFFICE. The Organization's principal office is the home of the current President or a designated Director of the Organization’s Board residing within California. Said office address will be on file with CUE’s offices.
  2. OTHER OFFICES The Organization may also use other places of business as needed, within the state of California where it is qualified to do business. Only the Organization’s Board may designate “Other Offices.”

ARTICLE III

MEMBERSHIPS

  1. QUALIFICATIONS. Any current member of CUE, Inc., interested in the stated purposes of the Organization.
  2. ADMISSION. Application in writing and payment of annual dues to CUE.
  3. DUES. The annual dues, if any, payable to the Organization by members shall be collected by CUE, in such amount as may be determined from time to time by resolution of the CUE Board of Directors (herein known as the “CUE Board”). Dues shall become due and payable at the date fixed by CUE, at the time of membership and anniversaries thereof.
  4. ASSESSMENTS. Memberships shall be non-assessable.
  5. CERTIFICATES OF MEMBERSHIP. The Organization may issue annual certificates of membership if so authorized by resolution of the SVCUE Board of Directors (herein known as the “Organization’s Board”).
  6. NUMBER OF MEMBERS. There is no limit on the number of members the Organization may admit.
  7. MEMBERSHIP RECORDS. The Organization shall keep a membership record containing the name and address of each member. Such records shall be kept by the President and the Secretary, and shall be available for inspection by any Director or member of the Organization at any reasonable time.
  8. NON-LIABILITY OF MEMBERS. No member of this Organization shall be personally liable for the debts, liabilities, or obligations of the Organization.
  9. TRANSFERABILITY OF MEMBERSHIP. Membership in the Organization may not be transferred or assigned.
  10. TERMINATION OF MEMBERSHIP.
  1. BY RESIGNATION OR DEATH. The membership of any member of the Organization shall automatically terminate (1) on his/her written request for such termination delivered to the President or Secretary of the Organization personally or by United States Mail; or (2) on his/her death.
  2. BY NONPAYMENT OF DUES. The membership of any member who fails to pay his/her dues within thirty (30) days of membership expiration shall be automatically terminated. 

ARTICLE IV

MEETINGS OF MEMBERS

  1. PLACE. Meetings of members shall be held at places determined by the Organization’s Board within the State of California. At the Organization’s Board's discretion, prearranged remote synchronous communication technologies can be used to allow members to participate in meetings including voting.
  2. ANNUAL MEETING. Beginning in 2023, the Annual Meeting of the membership shall be held before the last day of each fiscal year, or at such other time and place as the Organization’s Board shall select, to elect new directors to the Organization’s Board.
  1. If the election shall not be held by any such annual meeting or at an adjournment thereof, the Organization’s Board shall cause the election to be held at a special meeting of  the members called and held as soon thereafter as conveniently may be held.
  2. Alternatively, the election of Directors to the Organization’s Board shall be held via online survey as defined in Section 4.8.
  1. SPECIAL MEETINGS. Special meetings of the membership shall be called by a majority of the Organization’s Board or by the President of the Organization’s Board and shall be held at a designated place.
  1. No action shall be taken on any of the following matters without notice thereof having been first given:
  1. A proposal to sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of the property of assets of the Organization;
  2. A proposal to merge or consolidate with another organization, domestic or foreign;
  3. A proposal to amend the Articles of Formation or Bylaws, except as described in Article 8, Section 4 of these Bylaws;
  4. A proposal to dissolve the Organization.
  1. MEETING NOTICE. Written or electronic notice of any membership meeting shall be given at least seven (7) days in advance to all current members of the Organization at the address, physical or electronic, shown in the Organization’s records. If mailed, notice shall be deemed delivered when deposited in the United States Mail and postage prepaid. Notice shall specify the place, the day, and the hour of the meeting and, in the case of special meetings, the general nature of the business to be transacted.
  1. Notice of the special meeting may be given to non-voting members in the same fashion as it is given to voting members, or by posting a notice of the meeting in a public forum, such as the Organization’s website.
  1. QUORUM. Five percent (5%) of the membership shall constitute a quorum for the transaction of business, provided that if less than five percent (5%) of the membership are present at any meeting, a majority of members present may adjourn the meeting to another time without further notice.
  2. ADJOURNMENT FOR LACK OF QUORUM. In the absence of a quorum, any meeting of members may be adjourned by the vote of a majority of the members present, but no other business shall be transacted.
  3. LOSS OF QUORUM. The members present to a duly called or held meeting at which a quorum is initially present may continue to do business until adjournment even if the withdrawal of members leaves less than a quorum.
  4. VOTING.
  1. Each voting member is entitled to one (1) vote on each matter                 submitted to a vote of the members.
  2. Members shall not be permitted to vote or act by proxy, or in absentia.
  1. CONDUCT OF MEETINGS. Meetings of members shall be presided over by the President of the Organization
  1. or, in his/her absence, by a Vice President or, in his/her absence, by a presiding officer chosen by a majority of the members present.
  2. The Secretary of the Organization shall act as Secretary of all meetings of members, provided that in his/her absence the presiding officer shall appoint another person to act as Secretary of the meeting.
  1. ASSESSMENTS. The Organization’s Board may determine the need to assess a fee for special events that the Organization may sponsor. No other assessments will be made on the membership.

ARTICLE V

DIRECTORS

  1. GENERAL POWERS. The affairs of the Organization shall be managed by the Organization’s Board.
  2. POWERS. The Organization’s Board shall exercise the powers of the organization, control its property, and conduct its affairs.
  3. NUMBER OF DIRECTORS The Organization may have fifteen (15) but no less than five (5) elected Directors, collectively known as the Organization’s Board. The number of Directors may be changed in one of the following ways:
  1. by amendment of the Articles of Formation of the Organization,
  2. by amendment or repeal of this Bylaw and adoption of a new bylaw,
  3. by the vote or written assent of the members entitled to exercise a majority of the voting power, or
  4. by the vote of a majority of the voting members present at a meeting of members duly called at which a quorum is present.
  1. ELECTIONS. The Organization’s Board shall appoint a Nominating Committee by November 1. The Committee shall manage the annual election of Directors at the Annual Meeting of the membership.
  2. QUALIFICATIONS. Each Director shall:
  1. Be an active and current member of the Organization in good standing.
  2. Actively support the purpose of the Organization as listed in the                 preamble and Article I.
  3. Miss no more than three (3) of the Organization’s Board meetings in a year, beginning July 1st and ending June 30th. Attendance at the Organization’s Board meetings may be virtual. It is expected that a Director will attend all of the Organization’s Board meetings. Any Director who is not in attendance at three (3) regularly scheduled Organization’s Board meetings per calendar year will deem to have vacated his/her seat on the Organization’s Board.
  4. Be prepared to contribute a significant amount of time and effort to further the goals of the Organization, including active support of the Organization’s annual event and participation in committee meetings as necessary.
  1. TERM OF OFFICE. Directors shall have an elected term of three (3) years, to begin July 1st.
  2. REMOVAL OR IMPEACHMENT. A Director may be removed by a two-thirds (2/3) minimum vote of the Organization’s Board.
  3. REGULAR MEETINGS.
  1. The Organization’s Board shall meet at least once each calendar                 quarter.
  2. Meetings of the Organization’s Board may be called by the President or by any two (2) Directors. Such meetings shall be held at the time, place, and hour designated by the person or persons calling the meeting.
  3. Notice of the time and place of meetings shall be publicly posted at least seven (7) days prior to any meeting.
  4. Provided a quorum of the Directors is present, the transactions of any meeting, however called and noticed, are as valid as if the meeting was duly noticed if either before or after the meeting, each of the Directors not present signs a written waiver of notice, or an approval of the Minutes of such meeting.
  5. All Organization members are welcome to attend meetings of the Organization’s Board. Organization members not serving as Directors are not entitled to vote on proposed items. Organization members not serving as Directors will be excused during Closed Session items.
  6. All active and current members of the Organization in good standing may bring forward agenda items for discussion and consideration during regular meetings of the Organization’s Board.
  1. SPECIAL MEETINGS. Special meetings of the Organization’s Board may be called by the President or any two (2) Directors and such meetings shall be held at the time, place, and hour designated by the person or persons calling the meeting.
  1. Written or electronic notice of any special meeting shall be given to each Director at least one (1) week in advance at the Director’s address shown in the Organization’s records. If mailed, notice shall be deemed delivered when deposited in the United States Mail, postage prepaid, in a sealed addressed envelope.
  2. Notice of any special meeting may be waived in writing signed either before or after the meeting by the persons entitled to notice.
  3. The attendance of a Director at any meeting shall waive notice of such meeting, except where the Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called.
  4. The business to be transacted at, or the purpose of, any regular or special meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.
  5. A meeting attended by all Directors of the Organization shall be a valid meeting without notice.
  1. QUORUM. A simple majority of the Organization’s Board shall constitute a quorum for transaction of business, except for the removal of a Director or filling a vacancy.
  2. ABSENCE OF QUORUM. In the absence of a quorum, the Organization’s Board shall transact no business, except as otherwise expressly provided for by law, and the only motion the chairperson shall entertain is a motion to adjourn.
  3. MANNER OF ACTING. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Organization’s Board, unless the act of a greater number is required by statute, or by the Bylaws of the Organization.
  4. INFORMAL ACTION BY DIRECTORS. Any action required to be taken, or which may be taken, at a meeting of Directors, may be taken without a meeting if a written consent setting forth the action taken, is signed by all of the Directors entitled to vote with respect to the action. 
  5. VACANCIES. Vacancies to the Organization’s Board shall be filled by appointments, requiring a two-thirds (2/3) minimum vote of the Organization’s Board, for the duration of the vacant seat.
  6. NON LIABILITY OF DIRECTORS. Directors shall not be personally liable for the debts, liabilities, or other obligations of the Organization.
  7. CONFLICT OF INTEREST. Any possible conflict of interest on the part of a Director shall be disclosed to the Organization’s Board. When any such interest becomes a matter of Organization’s Board action, such Director shall not vote or use personal influence on the matter. The Director, may, however, briefly state a position on the matter, and answer pertinent questions of the Organization's Board. The minutes of all action taken on such matters shall clearly reflect that these requirements have been met.
  8. COMPENSATION. Directors shall not receive any salaries for their services.
  9. EVENT REIMBURSEMENT. The Organization shall reimburse the Directors’ attendance costs to CUE events, not to exceed the amount specified in the Organization’s  annual budget.

ARTICLE VI

OFFICERS

  1. OFFICERS. The Organization shall have the following officers, who are Directors of the Organization’s Board, with approval of a majority of the Organization’s Board. Any two (2) or more offices may be held by the same person.
  1. President
  1. Co-Presidents shall be appointed with the approval of the Organization’s Board.  
  2. Co-Presidents shall assume the role and voting powers of the Vice-President, ensuring that each of the co-presidents is represented by a full vote.
  1. Vice President
  2. Secretary
  3. Treasurer
  4. Additional Directors are considered Members at Large of the Organization’s Board
  5. Any additional roles, such assistant treasurers, assistant secretaries, or other officers may be appointed by the Organization’s Board.
  1. DUTIES OF PRESIDENT. The President shall be the Chief Executive Officer of the Organization and shall, subject to the control of the Organization’s Board, supervise and control the affairs of the Organization.
  1. The President shall perform all duties incident to the office, other such duties as prescribed by these Bylaws, or as may be prescribed from time to time by the Organization’s Board.
  2. The President shall preside at all meetings of the Organization’s Board.
  3. The President shall call for the Annual Report and Financial Statement.
  4. The President approves any contract, lease, or other instrument signed by any Director executed in the name of the Organization. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Organization, or a different mode of execution is expressly prescribed by the Organization’s Board.
  1. DUTIES OF THE VICE PRESIDENT. The Vice President shall act in the President's behalf when delegated by the President or by the Organization’s Board.
  1. In the event of absence, inability or refusal of the President to act, the Vice President shall perform the duties of the President with all the power of, and subject to all the restrictions upon, the President.
  2. Program Chair. The Vice President shall serve as chairperson of the Program Committee (as defined in section 8.1), and shall perform such other duties as may be assigned by the Organization’s Board. The Program Committee shall solicit and arrange for presentations and workshops at periodic membership events.
  1. DUTIES OF SECRETARY. The Secretary shall:
  1. Keep minutes of all meetings of the membership and of the Organization’s Board meetings.
  2. Be the custodian of records, keep the corporate records, and keep the register of addresses furnished to the Secretary by each member.
  3. Keep the original, or a copy, of the Bylaws as amended or otherwise altered to date, certified by the Secretary of the Organization’s Board, and recorded, online.
  4. Give notices of meetings in accordance with the bylaws or as required by law.
  5. Perform such other duties as may be assigned by the Organization’s Board, or as prescribed by these Bylaws.
  1. DUTIES OF TREASURER. The Treasurer, who may also be known as the Chief Financial Officer, shall be the principal accounting and financial officer of the Organization. The Treasurer shall:
  1. Have charge and custody of all funds and securities of the Organization and be responsible for the receipt and disbursement thereof
  2. Maintain and report adequate and correct books of account of the Organization’s properties and business transactions
  3. In general perform all duties incident to the office of Treasurer and such other duties as may be required by law, the Articles of Formation, or by these bylaws, or which may be assigned from time to time by the Organization’s Board.
  1. MEMBERS AT LARGE. Officers whose authority and duties are not prescribed in the bylaws shall have authority and duties as prescribed by the Organization’s Board.
  1. Officers need not be Directors.
  1. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant treasurers and assistant secretaries, if any, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President of the Organization’s Board.
  2. ELECTION OF AND TERM OF OFFICE. As is deemed most appropriate for the Organization annually, the Organization’s Board at its annual meeting shall elect, select, appoint or determine from among the Directors of the Organization’s Board or the membership of the Organization, the offices of President, Vice President, Treasurer, and Secretary.
  1. Term limits may be implemented to the offices of the Organization’s Board if determined necessary for longevity of the Organization by the Organization’s Board.
  1. QUALIFICATIONS. The qualifications for officers shall be the same as for Directors.
  2. REMOVAL AND VACANCIES. Any officer may be removed by the Organization’s Board whenever in its judgment the best interests of the Organization would be served. Vacancies shall be filled by the Organization’s Board.

ARTICLE VII

COMMITTEES

  1. STANDING COMMITTEES. The organization may have standing committees which shall be advisory to the Organization’s Board. Committees not exercising the authority of the Organization’s Board may be designated by a resolution adopted by a majority of Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, the Organization’s Board shall appoint and remove committee members whenever the best interests of the Organization are served thereby.
  2. OTHER COMMITTEES. The Organization may have such other committees as are from time to time determined by the Organization’s Board to be necessary.
  3. TERM OF OFFICE. Each committee member shall serve until a successor is appointed, unless the member is removed from, or ceases to qualify as, a member of the committee, or unless the committee is sooner terminated.
  4. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as in the case of the original appointments.

ARTICLE VIII

INDEMNIFICATION

  1. ACTION BY OTHER THAN ORGANIZATION. The Organization 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 Organization) by reason of the fact that such person is or was a Director, or officer of the Organization, or is or was serving at the request of the Organization as a Director or officer, or another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Organization, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Organization, and with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
  2. ACTION BY ORGANIZATION. The Organization 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 or suit by or in the right of the Organization to procure a judgment in its favor by reason of the fact that such person is or was a Director or officer of the Organization, or is or was serving at the request of the Organization as a Director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Organization and except that no indemnification shall be made in respect of any claim, issues or matter as to which such person shall have been adjudged to be liable for willful negligence of misconduct in the performance of duty to the Organization unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
  3. EXPENSES. To the extent that a Director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 and 2 above, or in defense of any claim, issue or matter therein, such Director or officer shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith.
  4. PREREQUISITES. Any indemnification under Section 1 and 2 above (unless ordered by a court) shall be made by the Organization's Board only as authorized in the specific case upon a determination that indemnification of the Director or officer is proper in the circumstances because the Director or officer has met the applicable standard of conduct set forth in Section 1 and 2. Such determination shall be made (1) by the Organization’s Board a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written action.
  5. ADVANCES BY ORGANIZATION. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Organization in advance of the final disposition of such action, suit or proceeding as authorized by the Organization’s Board in the specific case upon receipt of an undertaking by or on behalf of the Director or officer, to repay such amount unless it shall ultimately be determined that the Director or officer is entitled to be indemnified by the Organization as authorized in this article.
  6. OTHER REMEDIES. The indemnification provided by this article shall not be deemed exclusive of any other rights to which such Director or officer may be entitled under any agreement, vote of disinterested Directors or otherwise, both as to action in any official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director or officer, and shall inure to the benefit of the heirs, executors and administrators of such person.
  7. INSURANCE. The Organization may purchase and maintain insurance on behalf of any person who may be indemnified here against any liability asserted against such person and incurred in any capacity, or arising out of any status, for which the person may be indemnified.

 ARTICLE IX

MISCELLANEOUS

  1. CONTRACTS. The Organization’s Board may authorize any officer or agent of the Organization, in addition to the officers authorized by the bylaws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Organization. Such authority may be general or confined to specific instances.
  1. Any contract, lease, or other instrument executed in the name of and on behalf of the Organization shall be signed by a Director and approved by the President.
  1. CHECKS, DRAFTS, ETC. All orders for the payment of money, or evidences of indebtedness issued in the name of the Organization, shall be signed by the Treasurer. An invoice or check request is required for all checks issued.
  2. DEPOSITS, ETC. All Organization funds shall be deposited to the credit of the Organization in such banks, or other depositories as the Organization’s Board may select. All bank deposits need to be accounted for with an appropriate reference. Two officers shall review all bank statements or reconciliations. Cash collections must be recorded with receipt logs.
  3. GIFTS. The Organization’s Board may accept on behalf of the Organization any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Organization.
  4. RECORDS.  All Organization records may be inspected by any Director, or Director’s agent or attorney for any proper purpose at any reasonable time. The Organization’s Board shall keep and maintain adequate and correct accounts of:
  1. its properties, business transactions and complete books of account, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
  2. minutes of the proceedings of the Directors, officers, and committees having any authority of the Organization’s Board
  3. a record with the names and addresses of Directors.
  1. ANNUAL REPORT AND FINANCIAL STATEMENT.  The Organization’s Board shall cause to be prepared and submitted to the members and to the CUE Board.
  1. a written annual report including a financial statement. Such report shall summarize the Organization’s activities for the preceding year and activities projected for the forthcoming year.
  2. The financial statement shall consist of a balance sheet as of the close of disbursements, be prepared in such manner and form as is sanctioned by sound accounting practices, and be certified by the Organization’s Board, or by a public accountant.
  3. The annual report and any other information required for tax purposes shall be submitted to the CUE Board by July 15.
  1. FISCAL YEAR. The fiscal year shall be July 1st to June 30th.
  2. CORPORATE SEAL. The use of the Corporate Seal or logo is reserved. The CUE Board alone may employ the Corporate Seal.
  3. USE OF CUE. The use of the name CUE is reserved. The name CUE or any facsimile may not be used for private gain of individuals or other entities.
  4. POLICIES OF CUE.
  1. The Organization will follow and abide by all policies of the CUE Board.
  2. The Organization will follow and abide by all relevant sections of the Bylaws of CUE.
  3. The Bylaws of the Organization shall be in concert with the Bylaws of CUE.
  1. EFFECTIVE DATE OF BYLAWS. These Bylaws shall become effective immediately on their adoption. Amendments to the Bylaws shall become effective immediately on their adoption unless the Organization’s Board or members, in adopting them as hereinafter provided, provided that they are to become effective at a later date.

ARTICLE X

AMENDMENTS

  1. AMENDMENTS. Subject to the limitations contained in the Articles of Formation of this Organization, if any, and to any provisions of law applicable to the amendment of bylaws of non-profit entities, the bylaws may be altered, amended, or repealed or new bylaws adopted:
  1. by affirmative vote of two-thirds (⅔) of the Organization’s Board.
  2. Such action may be taken at any regular or special meeting of the Organization’s Board for which notice of the proposed action shall have been given in accordance with the bylaws.
  3. Members may propose updates to the bylaws.  Members need to submit the request in writing and present the suggested change at a meeting for the Organization’s Board.  The Organization’s Board will review requests and vote on proposed amendments in a private session.
  4. A Bylaw changing the number of Directors may not be adopted, amended, or repealed except with a unanimous vote of the Organization’s Board, subject to ratification by membership.