BYLAWS of Silicon Valley CUE (SVCUE)
An Affiliate of
Computer-Using Educators, Inc.
PREAMBLE: PURPOSES OF SILICON VALLEY CUE (SVCUE)
As an affiliate of CUE, Inc., Silicon Valley CUE (SVCUE) advances student learning through innovative pedagogical practices by promoting the professional growth of its members via networking, communication, and events.
Support educator to enhance student learning
ARTICLE I: OFFICES
Section 1: Principal Office
The principal office of the affiliate is the home of the current President or a designated Board member residing within California. Said office address will be on file with CUE, Inc.’s offices.
Section 2: Other Offices
The affiliate may also use other places of business as needed, within the state of California where it is qualified to do business. Only the affiliate’s Board of Directors may designate “Other Offices.”
ARTICLE II: PERSONAL MEMBERSHIPS
Section 1: Qualifications
- Any current individual member of CUE, Inc., who has chosen to affiliate with Silicon Valley CUE (SVCUE) by selecting the Silicon Valley CUE (SVCUE) check box on a CUE, Inc. membership application is automatically a member.
- There is no limit on the number of members the affiliate may admit.
Section 2: Membership Records
- Names and address of current members are maintained and kept at the principal office of CUE, Inc. Such records shall be available for inspection by any member during normal business hours of CUE, Inc.
- Membership data of new members who submit their application for membership directly to the affiliate will be forwarded to CUE, Inc. for inclusion in the Affiliate’s membership database.
- Release of members’ records will be undertaken within the guidelines of CUE, Inc.
Section 3: Dues
Membership is determined by CUE, Inc. membership; therefore, there are no annual dues for the affiliate.
Section 4: Assessments
The Board of Directors may determine to assess a fee for special events that the affiliate may sponsor. No other assessments will be made on the membership.
Section 5: Certificates
The affiliate may issue annual certificates of membership as so authorized by resolution of the Board of Directors.
Section 6: Non-liability of Members
No member of the Affiliate shall be personally liable for the debts, liabilities, or obligations of the Affiliate.
Section 7: Transferability & Termination of Membership
- Membership in the Affiliate is non-transferable and non-assignable to another individual.
- Membership is terminated in this affiliate when it is terminated with CUE, Inc. by either
• Nonpayment of dues, according to the policies of CUE, Inc.
• Written request to any member of the Board of Directors
• Death of the member
- A member may transfer their affiliation from the Affiliate to another CUE, Inc. affiliate by written request to the principal offices of CUE, Inc.
ARTICLE III: MEETINGS OF MEMBERS
Section 1: General Meetings of Membership
- Meetings of members shall be held at places within the State of California as designated by the Board of Directors.
- Meetings of members shall be held on dates and times designated by the Board of Directors.
Section 2: Annual Meeting
- An annual meeting of Affiliate membership shall be held to elect new Board of Directors members before June 1 of each year. If the election shall not be held by any such annual meeting or at an adjournment thereof, the Affiliate’s Board of Directors 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.
- Alternately, the election of Board of Directors members shall be held via online survey as defined in Article V, Section 4.
Section 3: Special Meetings
- Special meetings of the membership shall be called only by a majority of the Affiliate’s Board of Directors, or by the President of the Affiliate, and shall be held at a location designated by the Board of Directors.
- Special meetings will be called only for the purpose of conducting specific business as described in Section 4: Notice of Meetings, below.
Section 4: Notice of Meetings
- Notice of any special meeting shall be given in writing via email to all members entitled to vote on any matter described in the notice at least seven (7) days prior to the date set for the meeting.
- No business other than that which is described in the Notice of Special Meeting may be voted upon in the meeting.
- 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 Affiliate’s website.
- No action shall be taken on any of the following matters without notice thereof having been first given:
- A proposal to sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of the property of assets of the Affiliate;
- A proposal to merge or consolidate with another organization, domestic or foreign;
- A proposal to amend the Articles of Formation or Bylaws, except as described in Article 8, Section 4 of these Bylaws;
- A proposal to dissolve the Affiliate.
Section 5: Contents of Notice
Notice of meetings of members not hereby dispensed with shall specify:
1. Meeting place
2. Meeting date and time
3. In the case of Special Meetings, the nature of the business to be transacted.
Section 6: Quorum
A quorum shall consist of 10% of the current membership.
Section 7: 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.
Section 8: Notice of Adjourned Meeting
- When a meeting is adjourned for thirty (30) days or more, the notice of the adjourned meeting shall be given as in the case of the original meeting.
- When a meeting is adjourned for less than thirty (30) days, it is not necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat other than at the meeting at which the adjournment is taken.
Section 9: Loss of Quorum
The members present at 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.
Section 10: Voting
- Each voting member is entitled to one (1) vote on each matter submitted to a vote of the members.
- Voting at duly held meetings shall be by voice vote
- Members shall be permitted to vote or act by proxy, or in absentia, by online survey or e-mail ballot.
Section 11: Conduct of Meetings
- Meetings of members shall be presided over by the President of the Affiliate or, in his or her absence, by the Vice President, or in the absence of both by a member of the Board of Directors designated by the President.
- The Secretary of the Affiliate shall act as Secretary of all meetings of members, or in his or her absence by another person appointed by the presiding officer of the meeting.
- Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Bylaws, with the Articles of Formation of this Affiliate, or with civil law.
ARTICLE IV: DIRECTORS
Section 1: Number of Directors
- The Affiliate may have fifteen (15) but no less than five (5) elected Directors, collectively known as the Affiliate’s Board of Directors.
- The number of Directors may be changed in one of the following ways:
- by amendment of the Articles of Formation of this Affiliate,
- by amendment or repeal of this Bylaw and adoption of a new bylaw,
- by the vote or written assent of the members entitled to exercise a majority of the voting power, or
- by the vote of a majority of the voting members present at a meeting of members duly called at which a quorum is present.
Section 2: Powers
The Affiliate’s Board of Directors shall exercise the powers of the organization, control its property, and conduct its affairs.
Section 3: Qualifications
Each Director shall
- Be an active and current member of the organization in good standing.
- Actively support the purpose of the organization as listed in the preamble.
- Miss no more than two (2) Board meetings in a year, beginning July 1st and ending June 30th. Attendance to Board meetings may be virtual.
- Actively support the annual Affiliate’s event.
- Participate in committee meetings as necessary.
Section 4. Elections
The Affiliate's Board of Directors shall appoint a Nominating Committee by November 1. The Committee shall manage the annual election of officers.
Section 5. Term of Office
The term of a Directorship shall be for three (3) years, to begin July 1st.
Section 6. Removals and Vacancies
- A Director may be removed by a two-thirds (2/3) minimum vote of the Affiliate’s full Board of Directors.
- Vacancies shall be filled by a two-thirds (2/3) minimum vote of the Affiliate’s full Board of Directors, for the duration of the vacant seat.
Section 7: Quorum
- A simple majority of the Affiliate's full Board of Directors shall constitute a quorum for transaction of business, except for the removal of a Director or filling a vacancy.
- In the absence of a quorum, the Affiliate’s Board of Directors 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.
Section 8: Meetings
- Meetings of the 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.
- Notice of the time and place of meetings shall be publicly posted at least seven (7) days prior to any meeting.
- 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.
- All affiliate members are welcome to attend meetings of the Board. Non-elected affiliate members are not entitled to vote on proposed items. Non-elected affiliate members will be excused during Closed Session items.
Section 9: Procedure
Meetings of Directors shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, as long as they are consistent with these Bylaws, the Articles of Formation of this Affiliate, and civil law.
Section 10: Nonliability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Affiliate.
Section 11: Annual Report and Financial Statement
- The Affiliate’s Board of Directors shall cause to be prepared and submitted to the members and to the Board of Directors of CUE, Inc., a written annual report including a financial statement. Such report shall summarize the Affiliate’s activities for the preceding year and activities projected for the forthcoming year.
- 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 Affiliate’s Board of Directors, or by a public accountant.
- The annual report and any other information required for tax purposes shall be submitted to the Board of Directors of CUE, Inc. by July 15.
Section 12: Gifts
The Affiliate’s Board of Directors may accept on behalf of the Affiliate any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Affiliate.
Section 13: Books of Account
The Affiliate’s Board of Directors shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Section 14: Indemnification of Directors
Should any person be sued, either alone or with others, because he or she is or was a Director, officer, or employee of the Affiliate, in any proceeding arising out of her or her alleged misfeasance or nonfeasance in the performance of his or her duties, or out of any alleged wrongful act against the Affiliate or by the Affiliate, indemnity for his or her reasonable expenses including attorney’s fees incurred in the defense of the proceeding, may be assessed against the Affiliate, its receiver or its trustee, by the court in the same or a separate proceeding if
- the person sued is successful in whole or in part, or the proceeding against him or her is settled with the approval of the court, and
- the court finds that his or her conduct fairly and equitably merits such indemnity. The amount of such indemnity shall be so much of the expenses, including attorney’s fees, incurred in the defense of the proceeding, as the court determines and finds to be reasonable.
Section 15: Event Reimbursement
The Affiliate shall reimburse the Directors’ attendance costs to CUE events, not to exceed the amount specified in the Affiliate annual budget.
ARTICLE V: OFFICERS AND DUTIES
Section 1: Number and Titles
The Affiliate shall have the following officers, who are members of the Board of Directors, with approval of a majority of the Board of Directors. Additional members of the Board of Directors are considered Members at Large.
- Vice President
Section 2: Duties of President
- The President shall be the Chief Executive Officer of the Organization and shall, subject to the control of the Affiliate's Board, supervise and control the affairs of the organization. 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 Affiliate’s Board of Directors.
- The President shall call for the Annual Report and Financial Statement.
- The President approves any contract, lease, or other instrument signed by any Board Director executed in the name of the Organization.
Section 3: Duties of the Vice President
The Vice President shall act in the President's behalf when delegated by the President or by the Board.
Section 4: Duties of Secretary
The Secretary shall keep minutes of all meetings of the membership and of the Board of Directors, shall be the custodian of records, shall give notices of meetings and shall perform such other duties as may be assigned by the Affiliate's Board of Directors, or as prescribed by these Bylaws.
Section 5: Duties of Treasurer
The Treasurer, who may also be known as the Chief Financial Officer, shall
- have charge and custody of all funds of the Affiliate,
- maintain and report adequate and correct accounts of the Affiliate’s properties and business transactions, and
- 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 Affiliate’s Board of Directors.
Section 6: Execution of Checks, Notes, and Contracts
- Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the Affiliate shall be signed by the Treasurer.
- Any contract, lease, or other instrument executed in the name of and on behalf of the Affiliate shall be signed by a Director and approved by the President.
ARTICLE VI: COMMITTEES
Section 1: Standing Committees
The Affiliate shall have the following standing committees, the chairs of which shall be appointed by the President, with approval of a majority of the Board of Directors:
1. Membership Committee
2. Events Committee
3. Communication Committee
4. Networking Committee
Section 2: Other Committees
The Affiliate may have such other committees as are from time to time determined by the Affiliate’s Board of Directors to be necessary.
ARTICLE VII: MISCELLANEOUS PROVISIONS
Section 1: Fiscal Year
The fiscal year shall be July 1st to June 30th.
Section 2. Corporate Seal
The use of the Corporate Seal or logo is reserved. The Board of Directors of CUE, Inc., alone may employ the Corporate Seal.
Section 3: 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 Affiliate’s Board of Directors or members, in adopting them as hereinafter provided, provided that they are to become effective at a later date.
Section 4: Amendment
- Subject to the limitations contained in the Articles of Formation of this Affiliate and to any provisions of law applicable to the amendment of Bylaws of non-profit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted in one of two ways:
- By the Board of Directors: If the Board of Directors seeks to amend these Bylaws, the following provisions must be met:
- A quorum must be present
- A notice of the meeting and the intention to change the Bylaws must be made at least seven (7) days prior to the meeting
- By Members: By the written assent of a majority of the members, or the vote of a majority of a quorum at a meeting duly called and noticed for the purpose in accordance with Section 4 of Article VII of these Bylaws.
- A Bylaw changing the number of Directors may not be adopted, amended, or repealed except with a unanimous vote of the Board of Directors, subject to ratification by membership as provided in the preceding paragraph.
Section 5: Certification and Inspection
The original, or a copy, of the Bylaws as amended or otherwise altered to date, certified by the Secretary of the Affiliate, shall be recorded and kept online. Such book shall be open to inspection by members by appointment.
Section 6: The name “CUE” or “Computer-Using Educators”
- The names of “CUE” or “Computer-Using Educators” or “Computer Using Educators” are reserved.
- Neither the name “Computer-Using Educators” nor the abbreviated form “CUE” nor any facsimile may be used for private gain of individuals or other entities.
Section 7: Policies of CUE, Inc.
- Silicon Valley CUE (SVCUE) will follow and abide by all policies of the Board of Directors of Computer-Using Educators, Inc.
- Silicon Valley CUE (SVCUE) will follow and abide by all relevant sections of the Bylaws of Computer-Using Educators, Inc.
- The Bylaws of Silicon Valley CUE (SVCUE) shall be in concert with the Bylaws of Computer-Using Educators, Inc.