The name of this corporation is International Society for Technology in Education (ISTE), hereinafter referred to as “the organization.” ISTE is incorporated as a nonprofit within the state of Oregon.

Article II: Purpose

The organization has been established to operate exclusively for educational and charitable purposes, as those terms are defined in section 501(c)(3) of the Internal Revenue Code of 1986 (hereinafter referred to as the “code”).

The policies of the organization shall not reflect any political partisanship, nor any preference, discrimination, or limitation based upon race, creed, color, national origin, ancestry, age, gender, sexual orientation, religious beliefs, physical or mental impairment, or marital or veteran status.

The specific purpose of the organization is to provide an international organization that supports the use of technology in education.

Article III: Membership

Section 1: Membership

1. Membership

Membership status in the organization is available to all persons, without discrimination, who are interested in using technologies for educational purposes. The Board of Directors may establish other categories of membership.

2. Affiliate Membership

Affiliate membership in the organization is open to any nonprofit, professional, membership organization that is committed to the same or similar goals as the organization and has well-established methods of communicating with its own members.

3. Corporate Membership

Corporate membership is open to any organization involved in the development and production of hardware, software, and other technology-based systems, products, and services that support education.

 

Section 2: Membership Voting Rights

Only general members of the organization shall be eligible to vote or hold office in the organization. Eligible categories of members may elect their own representatives to the Board of Directors, as provided elsewhere in these bylaws. The votes of these members may be registered through any means legally allowed by the State of Oregon. This section specifically allows the votes of members to be registered through electronic means (e.g., electronic mail).

 

Section 3: Meetings of General Members

1. Annual Meeting

There shall be an annual meeting of the general membership of the organization. This meeting should be held in conjunction with and at the location of ISTE's annual conference and exposition.

A. Annual Meeting Notice

General members of the organization shall be notified of any meeting no less than 30 days and no more than 60 days prior to that meeting in accordance with these bylaws.

B. Purposes of the Annual Meeting

The purposes of the annual meeting shall be to:

• Introduce and/or install the newly elected officers and members of the Board of Directors
• Conduct such business of the organization as shall be determined by the Board of Directors
• Provide information about the organization that will be of interest to the members
• Present any awards that are appropriate to present at this gathering
• Provide a forum for membership interaction

2. Called Meetings

The Board of Directors may call additional meetings of the general membership. Five percent of the general members may petition the Board of Directors to call a general membership meeting. The notice for called meetings shall be given no less than 14 days in advance.

Section 4: Member Quorum

Those general members of the organization present at a meeting of the general members shall constitute a quorum of the membership.

Section 5: Voting

The affirmative vote of a majority of the general members of the organization present at a meeting or participating in a vote by mail or electronic means shall be necessary and sufficient to make a decision of the general members.

Section 6: Voting by Mail or Electronic Means

Those members who would have the right to cast a vote in person shall have the right to vote by mail or electronic means.

Section 7: Proxy Voting

Voting by proxy is not allowed.

 

Article IV: Board of Directors

Section 1: General Powers and Duties

The Board of Directors shall manage, control, and direct the affairs and property of the organization.

Section 2: Number and Composition of the Board of Directors

The Board of Directors shall include the president, president-elect or immediate past president, treasurer, secretary, and other directors as specified in the bylaws. The Board of Directors shall have no fewer than 12 members and no more than 25 members. All board members must be general members of the organization. (See Article IX, Section 1.)

Section 3: Configuration of the Board of Directors

The Board of Directors shall be made up of the officers and representatives, as described in items 1–11 below, each of whom will serve a two-year term that begins at the board meeting held in conjunction with ISTE’s annual conference and exposition.

1. PK–12 Schools Representatives

Two members of the board shall be PK–12 school-based educators (either classroom teachers or technology coordinators). The voting members of the organization shall elect one new member from this category to the Board of Directors every year.

2. Computer Science Representative

One member of the board shall be involved with PK–12 or postsecondary computer science. The voting members of the organization shall elect one new member from this category to the Board of Directors every other year.

3. Teacher Education Representative

One member of the board shall be involved in teacher education at the postsecondary level. The voting members of the organization shall elect one new member from this category to the Board of Directors every other year.

4. State Technology Director Representative

One member of the board shall be a director of technology for a state education agency. The voting members of the organization shall elect one new member from this category to the Board of Directors every other year.

5. At-Large Representatives

There shall be no fewer than three and no more than six at-large members of the Board of Directors. These representatives may be involved in any area of educational technology. When there are three at-large directors, the voting members of the organization shall elect one director in even years and elect two in odd years. When there are four at-large directors, the voting members of the organization shall elect two directors in even years and elect two in odd years. When there are five at-large directors, the voting members of the organization shall elect two directors in even years and elect three in odd years. When there are six at-large directors, the voting members of the organization shall elect three directors in even years and elect three in odd years.

6. International Representative

One member of the board shall be from a country other than the United States and involved in any area of educational technology. The voting members of the organization shall elect one new member from this category to the Board of Directors every other year.

7. Special Interest Group Representative

There shall be one SIG representative on the Board of Directors. This person shall be a general member of the organization. The voting members shall elect one new member of the Board of Directors from this category every other year.

8. Affiliate Representatives

Two members of the Board of Directors shall be representatives of the affiliate members. The voting members of the organization shall elect one new member of the Board of Directors from this category every year.

9. Corporate Representatives

Two members of the Board of Directors shall be representatives of the corporate members. The voting members shall elect one new member of the Board of Directors from this category every year.

10. School District Administration Representative

One member of the Board of Directors shall serve as a school district administrator. This person shall be a general member of the organization. The voting members shall elect one new member of the Board of Directors from this category every other year.

11. Ex Officio Members

The president may annually appoint ex officio members, who shall have the same rights as elected or appointed members.

 

Section 4: Meetings

An annual meeting of the Board of Directors shall be held in conjunction with ISTE’s annual conference and exposition. Regular meetings of the Board of Directors shall be held on such a schedule and at such places as may be established by the Board of Directors.

Section 5: Special Meetings

The president may call special meetings, or they may be called at the written request of three directors. Written notice of the date, time, and place of each special meeting shall be sent to each director at least seven days prior to the meeting. Announcement of the date, time, and place of a special meeting at a prior meeting of the board shall be considered adequate notice to those directors present at that meeting but not to those directors not present.

Section 6: Board Quorum

One-half (1/2) of the members of the Board of Directors in office and eligible to vote shall constitute a quorum. If a quorum is present, a majority vote of those present and eligible to vote shall prevail, unless otherwise specified in these bylaws.

Section 7: Meeting through Telecommunication

The Board of Directors may conduct meetings through telephone conference calls, video-conferencing, or other similar electronic methods, in which all those directors participating in the meeting may simultaneously hear and be heard by all of the other directors participating in the meeting.

Section 8: Actions without Meetings

The board may make any decision or take any action within its power without a meeting through a consent resolution in writing that sets forth the action so taken and is signed by all of the directors then in office. The resolution is effective when the last director signs a copy of the consent resolution. The consent resolution must be filed with the organization’s records.

Section 9: Compensation and Reimbursement

The members of the Board of Directors shall receive no compensation for serving on the Board of Directors. However, members of the Board of Directors may be reimbursed for normal and customary travel expenses when attending official ISTE Board meetings or such other events as approved by the board.

Section 10: Rules of Order

At the meetings of the Board of Directors, the latest edition of Robert’s Rules of Order shall apply when procedures are not specified in these bylaws.

Section 11: Nomination and Election of Board Members

1. Creation of the Nominations Committee

At the September meeting of the Board of Directors, the president shall present and appoint three general members to serve as the Nominations Committee. These committee members may or may not be members of the Board of Directors.

2. Preparation of a Slate of Candidates

The Nominations Committee shall establish a slate of no fewer than two qualified candidates for each directly elected, open position as defined in Article IV. Candidates must be general members of the organization. A nominations committee representing their respective membership category shall submit no fewer than two candidates for each open position, as defined in Article IV and representing affiliate members, corporate members, and SIGS, to the Board Nominations Committee.

The Board Nominations Committee shall either approve the slate or refer it back to the Membership Category Nominations Committee. The board shall either approve the final slate or refer it back to the Board Nominations Committee.

3. Elections in Odd-Numbered Years

In odd-numbered years, the general membership shall elect members to fill the following openings on the board:

PK–12 teacher or technology coordinator; a person in educational technology from a country other than the United States; one, two, or three persons at-large; affiliate representative; corporate member representative; a person involved in computer science; state technology director

4. Elections in Even-Numbered Years

In even-numbered years, the general membership shall elect members to fill the following openings on the board:

PK–12 teacher or technology coordinator; teacher educator, school district administrator, affiliate representative, corporate member representative, special interest group representative, two or three persons at-large

5. The Elections

The elections shall be conducted in such a way that all general members may vote for one candidate for each open position.

6. Announcement of the Slate

A Statement of Qualifications of the candidates shall be sent to the general membership each year about four months prior to the annual meeting, and votes are to be submitted two months after the announcement of the slate of candidates.

7. Successful Candidates

The person running for each open position who receives the most votes shall gain a two-year seat on the Board of Directors. In the case of a tie, the president shall break the tie.

8. Work Assignment Changes

A person whose work assignment changes in such a way that he or she no longer qualifies as a member of the board position to which he or she was elected shall complete the term to which he or she was elected but shall not be eligible to run again for the same position.

9. Term Limits

A member of the Board of Directors shall serve no more than two consecutive terms.

Section 12: Removal and Replacement of Board Members

1. Removal of a Member of the Board of Directors

A member of the Board of Directors may be removed from office for failure to fulfill the duties of the office or for violation of these bylaws of the organization.

2. Process for Removal

Prior to removal, the member of the Board of Directors shall be notified in writing. The member shall have 30 days to respond to the notification before a quorum of the Board of Directors or in writing by a letter sent to the secretary of the organization. The Board of Directors, after the 30-day period and after considering all data presented, may remove the member of the board by a two-thirds (2/3) vote of the remaining members of the Board of Directors.

3. Replacement

The president, with approval of the Board of Directors, shall replace a vacant board position created by the removal of a board member at the next meeting. Any replacement member of the Board of Directors shall hold office until the next annual meeting, at which time the appointed director is subject to re-election.

 

Article V: Officers

Section 1: Corporate Officers

The corporate officers of the organization shall be the president, treasurer, secretary, either the president-elect or the immediate past-president, and the chief executive officer. The president-elect will serve as an organization officer in the year prior to his or her assumption of the presidency. The immediate past-president will serve as an organization officer in the year following his or her term in office. Each shall serve a one-year term, except for the president, who shall serve a two-year term. No member of the Board of Directors shall hold more than one office at a time.

Additional corporate officers of the organization may be designated by the chief executive officer. The chief executive officer serves at the pleasure of the Board of Directors. The chief executive officer is accountable to the Board of Directors as the principal executive officer with primary responsibility to carry out board policies as adopted by the Board of Directors and to act as official staff liaison to the Board of Directors.

The duties of the officers of the organization are defined in board policy.

Section 2: Election of Officers

At the annual meeting of the Board of Directors each year, the members of the board shall elect from among themselves a secretary and treasurer. In even-numbered years, a president-elect shall be elected. No officer shall serve more than four consecutive years in any one office.

Section 3: Assumption of the Presidency

The president-elect shall become president the following year and past-president two years after that for a single year.

When a board member becomes president-elect, his or her term on the board shall be extended to enable him or her to serve as president and past-president.

A person becoming president automatically creates a vacancy in the constituency to which they were most recently elected.

Section 4: Vacancies

In the event of the death, resignation, or removal of the president, the president-elect or the past-president shall fill the resulting vacancy for the remainder of the term. In the case of a vacancy in the position of any other officer or member of the Board of Directors, except for the past-president, the unexpired term shall be filled by a majority vote of the Board of Directors at the next meeting following the vacancy. Any member of the Board of Directors or officer thus appointed shall hold office until the next annual meeting, at which the holder of such office would be subject to election.

Article VI: Committees

Section 1: Executive Committee

There shall be an Executive Committee of the Board. The Executive Committee shall consist of the president, president-elect or past-president, secretary, treasurer, and up to two additional members of the Board of Directors elected annually by the board to serve as at-large members. Regular meetings of the Executive Committee shall be held on such a schedule and at such places as may be established by the president.

Section 2: Committees

The board may create and define advisory committees.

 

Article VII:

Liability and Indemnification of Officers and Directors

In any proceeding brought by or in right of the organization or brought by or on behalf of members of the organization, no officer or director of the organization shall be liable for monetary damages except in respect of willful misconduct or knowing violation of criminal law by that officer or director. The association shall indemnify its officers and directors to the full extent allowed by law.

 

Article VIII: Amendments

Section 1: Amendments

These bylaws may be amended by an affirmative vote of two-thirds (2/3) of the Board of Directors.

Section 2: Submission of Amendments

Any board member may submit amendments.

Section 3: Timing of the Submission of Amendments

Proposed amendments shall be submitted to the board at least 30 days prior to the meeting at which the vote on the amendment is to occur.

Section 4: Effective Date of Amendments

Amendments to these bylaws shall not be retroactive, but shall carry a date after which implementation of the amendment or revision shall become binding upon the organization and its actions.

Adopted by the Board of Directors December 14, 2011.