By-Laws of Maryland Instructional Computer Coordinators Association, Inc.
(A Not-for-Profit Corporation)
ARTICLE I: PURPOSES
MICCA is dedicated to providing leadership for advancing meaningful uses of technology in the educational communities of Maryland . The Corporation shall achieve this purpose by pursuing the following goals:
- Increase opportunities for professional development and growth
- Ensure continued funding and support for educational technology by state and local officials and the business community
- Broaden participation in MICCA initiatives across all educational communities
- Increase public awareness of MICCA
- Expand recognition of technology leaders locally, statewide, and nationally
ARTICLE II: MEMBERS
Section 1: General Membership
Membership in this organization is open to all individuals who are interested in the instructional use of technology.
Section 2: Dues and Benefits
Annual dues for membership shall be set by a vote of the membership at any regular meeting upon recommendation of the Executive Board. The membership year will begin the first day of the conference and end the day before the conference. New memberships or renewals will occur at the time of registration for the annual conference or any time thereafter. If, for any reason, there would not be a conference, deadline for renewal of dues would correspond to the date of the last conference.
If a member becomes delinquent in payment of dues that individual becomes a member not in good standing. Only members in good standing are entitled to the benefits of membership. Upon payment of dues, membership will be reinstated as if membership was paid on time. A delinquency of more than one year drops the member from the membership roll. A member in good standing will be defined as one with dues paid up to date.
Section 3: Meetings
1. Annual Meeting of the Membership
There shall be a minimum of 1 annual meeting each year, to be held on a date to be determined by the Executive Board. Special Meetings of the members may be held on such date or dates as may be fixed by the Executive Board of the Corporation from time to time and by the members on such date or dates as shall be permitted by law. Annual or Special Meetings of Members may be called by the Executive Board or by any Officer of the Corporation instructed to do so by the Executive Board, except to the extent that the Officers may be required by law to call a meeting.
2. Executive Board Meetings
The Executive Board shall meet prior to the general meeting at a time and date determined by the President. The Executive Board will also meet whenever it is deemed necessary by the President or by a majority of the Executive Board.
3. Meeting Notices
Published notice stating the place, day and hour of the meeting shall be given for all meetings. Notices of Special Meetings shall state the purpose or purposes for which the meeting is called. Notice of meeting shall be given through MICCA communications not less than 7 days and not more than 60 days before the date of the meeting. Any meeting of members may be adjourned from time to time. In such event, it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting is given at the meeting so adjourned. In the event the Executive Board fixes a new record date for an adjourned meeting, a new notice shall be given, in the same manner as herein provided. Any notice of meeting to members relating to the election of directors, shall set forth any amendments to the By-Laws of the Corporation adopted by the Executive Board, together with a concise statement of the changes made.
4. Rules of Order
Robert’s Rules of order, Revised shall be the parliamentary authority for this Association.
5. Voting Rights
The right to vote and to participate in general membership meetings shall be extended to all members equally. Members in good standing will be entitled to receive any and all benefits as determined by the Executive Board.
6. Member Quorum
Members present at any properly announced meeting shall constitute a quorum.
7. Voting
Each membership shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Except to the extent provided by law, all other action shall be by a simple majority of the votes cast.
Section 4: Purposes of Annual Meetings
At the Annual Meeting(s), the Executive Board shall report to the membership about organizational business. Such report shall be filed with the records of the Corporation and entered in the minutes of the proceedings of such Annual Meeting of Members.
Section 5: Membership Certificates
The Executive Board may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Corporation. Such membership certificate, card or other instrument shall be non-transferable, and a statement to that effect shall be noted on the certificate, card or other instrument. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of an Officer or Officers designated by the Executive Board and may bear the seal of the Corporation or a facsimile thereof.
Section 6: Financial Responsibilities
1. Capital Contributions
In the event any capital contribution shall be made or accepted pursuant to authorization conferred by the Certificate of Incorporation of the Corporation, each certificate evidencing such capital contribution shall conform to the law of the State of Incorporation.
2. Net Earnings
No part of the net earnings of the corporation shall serve to the use or benefit of, or be distributable to its members, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. The Corporation shall not participate in, or intervene in (including the publishing of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (A) by a corporation exempt from federal income tax under Section 501 (C) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or (B) by an association, contributions to which are deductible under Section 170 (C) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
3. Dissolution of the Corporation
Upon the dissolution of the Corporation, the Executive Board shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations operated exclusively for charitable, educational, religious, or scientific purposes as shall at that time qualify as an exempt organization(s) under Section 501 (C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any further United States Internal Revenue Law), as the Executive Board shall determine.
ARTICLE III: EXECUTIVE BOARD
Section 1: Composition of the Executive Board
The Corporation shall be managed by an Executive Board. Each Board Member shall be at least 18 years of age, and shall be a member of the Corporation during directorship. The Executive Board shall consist of five Officers and Chairs of Standing Committees. The number of Executive Board members may be increased or decreased by action of the members or the Executive Board, provided that any action by the Executive Board to affect such increase or decrease shall require the vote of a majority of the entire Executive Board. No decrease shall shorten the term of any director then in office. The Officers of the Corporation shall be a President, Past-President, President-Elect, Secretary, and Treasurer. The Executive Board shall be composed of the above listed Officers and Chairs of Standing Committees.
1. Eligibility
Only members in good standing of this organization shall be eligible to serve as a member of the Executive Board.
2. Standing Committees
The Executive Board may create a Standing Committee as it may deem necessary to promote or carry on the work of the corporation.
3. Action Plans
The Chair of each Standing Committee will present a plan of work to the Executive Board for approval. No committee work shall be undertaken without the consent of the Executive Board.
4. Special Committees
The power to form special committees and appoint their members rests with the Executive Board.
Section 2: Election of Officers
At an Annual Meeting of Members, the membership shall elect Corporation Officers to hold office until the next Annual Meeting. Each Officer shall hold office until the expiration of the term for which he was elected, and until his successor has been duly elected and qualified, or until his prior resignation or removal as hereinafter provided.
1. Nominations and Election of Board Members
Each year in January, the Executive Board will elect 3 members of the Corporation to form the Nomination and Credentials Committee.
2. Ballot of Officers
Said committee shall prepare a ballot of Officers and report such to the membership at the Annual Meeting. All nominees must be members of the Corporation for a period of at least one year.
3. Election Results
Said committee shall make provisions for the tally of votes and notification of the candidates of the results. A simple plurality of the vote for each office shall prevail.
4. Terms for Officers
The President, Past-President, and President-Elect shall serve for one year and shall not serve consecutive terms except in extraordinary circumstances. The Secretary and Treasurer shall serve for more than one year and may be re-nominated and reelected.
5. Assumption of Duties
All elected Officers shall assume their positions at the close of the Annual Spring Meeting.
Section 3: Executive Board Responsibilities
1. Removal of Executive Board Members
If any member of the Executive Board shall at any time cease to meet the qualifications or fulfill the duties of the position, that person may be removed from the board by resolution adopted by the Executive Board.
2. Standing Committee Chairs
Each Chair of a Standing Committee is required to attend all Executive Board meetings. If the Chair of the Standing Committee is unable to attend a meeting, then an Assistant Chair should attend and act as the dually authorized agent. If the Chair or Assistant Chair of a Standing Committee fails to attend three or more meetings, the Executive Board shall have the authority to remove the person from the position of Standing Committee Chair.
3. Subcommittee Chairs
Standing Committee Chairs shall hold Subcommittee Chairs to the same standard outlined in section 3.2.
4. Resignations
An Executive Board member may resign at any time by giving written notice to the Executive Board or to an Officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Executive Board or such Officer. Acceptance of such resignation shall not be necessary to make it effective.
Section 4: Vacancies
Newly created memberships or vacancies in the Executive Board may be filled by a vote of the majority of the Executive Board. Vacancies occurring by reason of the removal of an Officer shall be filled by a vote of the members. An Officer elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his predecessor.
Section 5: Meetings
1. Annual Meeting of the Executive Board
A regular Annual Meeting of the Executive Board shall be held within 60 days following the Annual Meeting of Members. All other meetings shall be held at such time and place as shall be fixed by the Executive Board from time to time.
2. Meeting Notices: Regularly Scheduled Meetings
No notice shall be required for regular meetings of the Executive Board for which the time and place have been fixed. Special meetings may be called by or at the direction of the President, or by a majority of the Officers then in office.
3. Meeting Notices: Special Meetings
Written, oral, or any other method of notice of the time and place shall be given for special meetings of the Executive Board in sufficient time for the convenient assembly of the Executive Board. The notice of any meeting need not specify the purpose of such meeting. The requirement for furnishing notice of a meeting may be waived by any Officer who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him.
4. Rules of Order
Robert’s Rules of Order, Revised shall be the parliamentary authority for this Association.
Section 6: General Meetings
The Executive Board shall conduct such business as is directed by the membership at general meetings. It shall also determine the time and place for holding Corporation meetings, authorize payment of non-customary bills incurred by the Corporation and have charge of all business of the Corporation for which no other provisions are made. The Executive Board shall have the right and responsibility to represent the membership in activities, which extol the common beliefs held by the membership.
Section 7: Officer Removal and Vacancies
At any meeting held to remove one or more Officers, a quorum shall consist of a majority of the Executive Board Members present at such meeting. Whenever a vacancy on the Executive Board shall prevent a quorum from being present, then, in such event, the quorum shall consist of a majority of the members of the Executive Board excluding the vacancy. A majority of the members present, whether or not a quorum present, may adjourn a meeting to another time and place. Except to the extent provided by law and these By-Laws, the act of the Executive Board shall be by a majority of the members present at the time of vote, a quorum being present at such time. Any action authorized by resolution, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Executive Board with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Executive Board.
Section 8: Executive Board Presiders
The President shall preside at all meetings of the Executive Board. In the absence of the President, the President-Elect shall preside. If the President-Elect is also absent any other officer, chosen by the Executive Board, shall preside.
ARTICLE IV: OFFICERS
Section 1: Executive Board Officers
The Officers of the Corporation shall be the President, Past-President, President-Elect, Secretary, and Treasurer.
Section 2: Terms for Officers
Each Officer shall hold office until the Annual Meeting of the general membership of the Corporation, and until the successor has been duly elected and qualifies. If any member of the Executive Board shall at any time cease to meet the qualifications or fulfill the duties of the position, that person may be removed from the board by resolution adopted by the Executive Board.
Section 3: Duties of the Executive Board Officers
1. Duties of the President
The President shall be the Chief Executive Officer of the Corporation, shall have the responsibility for the general management of the affairs of the Corporation, and shall carry out the resolutions of the Executive Board. The President shall preside over the meetings of the Corporation and its Executive Board, shall appoint such committees as are necessary to conduct the Corporation’s business, shall serve as ex-officio on such committees, and shall be the official representative of the Corporation before the public and other educational bodies.
2. Duties of the President-Elect
During the absence or disability of the President of the Corporation, the President-Elect, shall have all the powers and functions of the President. The President-Elect shall perform such duties as may be prescribed by the Executive Board from time to time.
3. Duties of the Treasurer
The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank accounts as the Executive Board may from time to time determine. The Treasurer shall, when duly authorized by the Executive Board, sign and execute all contracts in the name of the Corporation. The Treasurer may also sign checks, drafts, notes and orders for the payment of money, which shall have been duly authorized by the Executive Board. The Treasurer shall be responsible for preparing and filing all necessary tax forms. Each year, the Executive Board will select an auditor or auditing committee at least 30 days before the new Officers assume their duties. An audit of the books, by this auditor or auditing committee must be complete prior to the date when new Officers are to assume their duties.
4. Duties of the Secretary
The Secretary shall keep the minutes of the Executive Board and the minutes of the members, shall have custody of the seal of the Corporation, and shall affix and attest the same to documents duly authorized by the Executive Board. The Secretary shall serve all notices for the Corporation, which shall have been authorized by the Executive Board, and shall have charge of all books and records of the Corporation.
5. Duties of the Past-President
The Past-President shall be President of the Corporation should the office become vacant, shall act in an advisory capacity to the President, and shall assume other responsibilities as assigned by the President.
ARTICLE V: COMMITTEES
Section 1: Eligibility to Serve
Only members in good standing of this organization shall be eligible to serve on any Elective or Standing Committee.
Section 2: Creation of Standing Committees
The Executive Board may create a Standing Committee as it may deem necessary to promote or carry on the work of the corporation.
Section 3: Action Plans
The Chair of each Standing Committee will present a plan of work to the Executive Board for approval. No committee work shall be undertaken without the consent of the Executive Board.
Section 4: Formation of Special Committees
The power to form special committees and appoint their members rests with the Executive Board.
ARTICLE VI: MISCELLANEOUS
Section 1: Fiscal Year
The fiscal year of the Corporation shall be fixed by the Executive Board from time to time, subject to applicable law.
Section 2: By-Laws
1. Amendments
All By-Laws of the Corporation shall be subject to alteration or repeal, and new By-Laws may be made, by a two-thirds majority vote of the members entitled to vote in the election of Officers, at the Annual Meeting or a special meeting of the members called for such purpose. Amendments to the By-Laws of this Corporation may be proposed by the Executive Board. Said proposals are to be presented to the Secretary 30 days prior to calling a meeting.
2. Notice of Amendments
The Executive Board shall have the power to make, alter, or repeal, from time to time, By-Laws of the Corporation, except that the Executive Board may not amend or repeal any By-Law in which control there-of is vested exclusively in the members. If any By-Law regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of Officers, the By-Laws so made, amended or repealed, together with a concise statement of the changes made.
Section 3: Non-discrimination
The Corporation will comply with Title VI of the Civil Rights Act of 1964.
Revision Date 4-15-1996 Michael Maszczenski, Secretary
Revision Date 4-29-1997 Michael Maszczenski, Secretary
Revision Date 4-23-1998 Michael Maszczenski, Secretary
Revision Date 11-2-2000 Michael Maszczenski, Secretary
Revision Date 11-6-2003 Kirk Gruebel, Secretary
Revision Date 05-23-2004 Mila M. Thomas, President
Revision Date 11-10-2005 Tammy Zino-Seergae, Secretary
Revision Date 1 -20-2008 Davina Pruitt-Mentle, Secretary
Revision Date 5-22-2008 Davina Pruitt-Mentle, Secretary
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