Section 1: BY-LAWS
THE KENTUCKY SOCIETY FOR TECHNOLOGY IN EDUCATION INC.
The Mission of KySTE
(Kentucky Society for Technology in
Education) is to empower the educational community in the Commonwealth
of Kentucky to infuse technology as an integral part of the educational
process through advocacy and leadership, promoting educational
excellence and supporting technology-based innovation.
The Kentucky Society for Technology in Education is an
organization dedicated to the improvement of education in Kentucky
through the use of technology.
The corporation's principal office shall be in Hardin County,
Commonwealth of Kentucky. The corporation may conduct its affairs,
carry on its operations, have such other offices and exercise its
powers within or without the Commonwealth of Kentucky, as the Board of
Directors may, from time to time, determine or as the business of the
corporation may require.
The corporation, upon approval of its board of directors may
with any other local, state or national organizations that share a
common purpose with it.
REGISTERED OFFICE AND AGENT FOR SERVICE OF PROCESS
4.1. The registered office in Kentucky, and the registered
such office, upon whom any process, notice or demand required or
permitted by law to be served upon the corporation shall be served,
shall be as stated in the Articles of Incorporation or as subsequently
changed by resolution of the Board of Directors and an amendment to the
Articles of Incorporation.
4.2. The registered office may be, but need not be, the same
corporation's principal office in the Commonwealth of
5.1. The corporation shall be noncommercial and
5.2. The corporation shall have and exercise all powers
convenient to affect its purposes and in particular all powers, if any,
as are set forth in the Articles of Incorporation and in Kentucky
Revised Statutes section 273.171 as now stated and as hereafter
5.3. The corporation, its name, or the name of any of its
officers, or members, in their corporate capacities, shall not be
associated with any commercial or partisan interest or concern or any
purpose contrary to the objectives or purposes of the
5.4. The corporation may cooperate with other organizations
agents or individuals concerned with the promotion of the purposes and
objectives of the corporation, but no individual shall legally bind the
corporation without proper authorization of the Board of Directors of
CONFLICT OF INTEREST POLICY
The Board of Directors shall pass and approve a conflict of
The Board of Directors may acquire a corporate seal, which
will be in
such form as adopted by resolution of the Board of Directors. Such seal
may be used by causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced, provided, however, that the
use of the corporate seal is not required to validate any writing or
document to which the corporation is a signatory or party.
8.1 Members shall consist of district technology coordinators
designee and other local school district personnel with an interest in
the organization. Upon payment of dues these parties become active
members of the organization and may serve in any capacity as elected or
appointed through appropriate means as stated in the Policies &
Procedures. Only members under section 8.1 are eligible to apply for
KySTE Outreach Grants.
8.2 Vendors groups may assign a representative to enroll as a
with the Organization. Upon payment of dues the vendor representative
will have all the rights and responsibilities of active members except
the right to vote, to hold office, or to represent the Organization.
Vendor members may not solicit business at KySTE events unless
registered as a Vendor for the specific event.
8.3 College and University personnel involved in teacher
upon payment of dues enroll as an active member. Upon payment of dues
this representative will have all the rights and responsibilities of
active members except the right to vote, to hold office, or to
represent the Organization.
8.4 Students of Colleges and Universities may upon payment of
enroll as an associate member with all the rights and responsibilities
of active members except the right to vote, the hold office or to
represent the Association.
8.5 Personnel of the State Education Agency with assigned
relate to the technology in education may upon payment of dues enroll
as a member with all the rights and responsibilities of active members
except the right to vote, to hold office or to represent the
8.6 Other organizations engaged in technology education may
payment of dues assign a representative to enroll as an active member
with the Organization with all the rights and responsibilities of
active members except the right to vote, to hold office or to represent
8.7 The corporation shall be made u
p of members, the Board of
Directors, and the officers and shall exercise all powers and duties as
set forth in these By-laws.
9.1. General Power- The affairs of the corporation shall be
its Board of Directors.
9.2. Number, Tenure, and Qualifications- The Board of
Directors of the
Corporation shall consist of not less than ten (10) nor more than
eighteen (18) directors. The number of directors shall be fixed from
time to time by resolution of the Board of Directors. Until otherwise
changed or as herein provided, the Board of Directors shall consist of
the past President, President, Vice-President, Treasurer, Secretary,
KySTE Outreach Officer, ISTE Liaison Officer, Parliamentarian,
Communications Officer and the eight (8) Regional Representatives. All
nominees shall be a KySTE member in good standing.
9.3. Vacancies- Whenever any vacancy shall occur on the Board
Directors by reason of death, resignation or increase in the number of
directors or otherwise, such vacancy shall be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum
of the Board. The director(s) so appointed shall hold office until the
next succeeding meeting of members and until a successor shall be duly
elected and qualified.
9.4. Removal of Directors- At a meeting of members called
that purpose, any director or the entire Board of Directors may be
removed, with or without cause, pursuant to the provisions set forth in
Corporation's Article of Incorporation.
9.5. Quorum- A majority of directors shall constitute a quorum
transaction of business. Except as otherwise required by law, the act
of a majority of the Board of Directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
9.6. Regular Meeting- A regular meeting of the Board of
be held, regular or special, at such place within or without the
Commonwealth of Kentucky as they may from time to time determine, or
they may meet at such place and time as shall be fixed by the consent
in writing of all the directors. Regular meetings may be held without
notice at such time and place as shall, from time to time, be
determined by the Board of Directors.
9.7. Special Meetings- Special meetings of the Board of
be called by, or at the request of, the President on one day's notice
to each director, either personally, by mail, or by e-mail. Special
meetings shall be called by the President in like manner and on like
notice on the written request of any director. Notice of any special
meeting need not be given to any director, if waived by him, before, or
after such special meeting, in writing or by e-mail, radiogram,
wireless e-mail or cable. Any meeting of the Board of Directors shall
be a duly constituted meeting without any notice or waiver of notice
thereof having been given if all the members of the Board of Directors
9.8. Action Without Meeting- Whenever any action by the
directors at a
meeting is required or permitted to be taken by law or the Articles of
Incorporation or the Bylaws, such action may be taken without a meeting
if a written consent, which sets forth the action so taken, is signed
by all the directors. Such action shall have the same effect as a
9.9. Compensation- Directors shall receive no pay for their
but nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and
receiving compensation therefore. Directors may be reimbursed for
out-of-pocket expenses approved by the Board of Directors.
9.10. Proxies- Any member of the Board of Directors may be
at any meeting by another member of the Board by giving such member a
signed written statement that such other member shall serve as his
proxy. Such proxy shall be valid for only one (1) meeting and must be
executed within twelve (12) hours of such meeting. Proxies shall be
presented to the Board's Secretary at the beginning of a meeting and
shall be counted as part of the required number for a quorum. A member
of the Board of Directors may also be present at a meeting
telephonically and as such may vote telephonically.
9.11 All Directors shall be elected by the Board of Directors.
method of election shall be as outlined by Article XII, Sections 2-5
and 7 and Altic1e VIII. Vice President must have prior Board
9.12. Upon the Board of Directors shall rest the duties,
responsibilities, and final authority for the conduct of the
Organization in all matters except as stated otherwise in the
Constitution and Bylaws; provided that they may at time refer any
matter to the entire membership for general consideration, with Board
of Directors prescribing the manner of voting thereon.
9.13. Shall meet upon call of the President, or at the request
majority of the members of the Board of Directors.
9.14 Duties of the Board of Directors are to:
9.14a. Form the policy of
9.14b. Implement the policies of the Organization;
9.14c. Authorize all expenditures not included in preapproved annual
budget submitted to Executive Committee by President;
9.14d. Provide for auditing of the Treasurer's books;
9.14e. Be responsible for rulings on any questions of constitutional
interpretation and may appoint a Parliamentarian and other officers as
may be necessary for the
conduct of the meeting.
9.14f. Establish procedures for the review and recall of members of the
9.14g. Approve and maintain the organizations website.
9.14h. Be present at all official KySTE events.
10.1. Number, Term of Office- The officers of the corporation
elected annually by the general membership from the list of nominations
submitted by the board of directors. Each officer shall hold office
until his successor has been duly elected and qualified, or until his
death or resignation or until removed by the Board of
10.2a. Shall preside at all
meetings of the Organization and the
10.2b. Shall, upon the approval of the Executive Committee, appoint all
committees, special committees, and chairpersons from the membership.
10.2c. Shall call a meeting of the Executive Committee within thirty
after beginning his/her term and shall call other meetings which are
necessary to carry out the
policies of the Organization.
10.2d. Shall serve as an ex officio (voting) member of any committee or
10.2e. Shall be responsible for official representation of the
Organization at any
10.2f. Shall be responsible for planning and conducting conferences or
10.2g. Shall communicate and serve as a liaison with the Kentucky
Department of Education.
10.2h. Shall be responsible for working with Parliamentarian to make
archives are completed before leaving term.
10.2i. Shall serve as Chairperson of the Planning Committee.
10.2j. Shall represent KySTE at a maximum of 2 conferences for state
throughout the year to help promote KySTE membership.
10.2k Shall ascend to the office of Past President for the following
term before being eligible to serve in another board position
10.3a. Shall take over the
duties of the President in his/her absence.
10.3b. Shall assist the President in carrying on the work on the
10.3c. Shall perform such duties as delegated by the President.
10.3d. May serve as an ex officio (voting member of any committee or
10.3e. Shall be responsible for conducting elections.
10.3f. Shall serve as Chairperson of the Nominating Committee.
10.3g. Shall ascend to the presidency at the end of the President's
one-year term; followed by a one year as past president before being
eligible to serve in another board position
10.3h. Shall serve on the Planning committee and help plan conferences
10.3i. At the President’s request, shall communicate and serve as a
liaison with the Kentucky Department of Education..
10.3j. Shall represent KySTE at a maximum of two (2) conferences for
leaders throughout the year to help promote KySTE membership.
10.3k. Shall attend board meetings, including conference calls.
10.3l. Shall work at any KySTE event as requested by the
10.4a. Shall keep records of
the funds of the Organization and shall
make such disbursements as authorized by the Executive Committee.
10.4b. Shall present a treasurer’s report at each Board Meeting
10.4c. Shall file financial reports and official documents as
10.4d. May serve as an ex officio (voting) member of any committee or
10.4e. Shall be responsible for the official record of membership.
10.4f. Shall serve on the Planning Committee.
10.4g. Shall attend board meetings, including conference calls.
10.4h. Shall work at any KySTE event as requested by the
10.5a. Shall keep accurate
records of all official proceedings of the
10.5b. Shall coordinate Organization correspondence.
10.5c. Shall provide the Executive Committee with all Executive
10.5d. Shall forward all copies of all minutes to the President within
week of the meeting.
10.5e. Shall perform other duties as directed by the President and the
10.5f. May serve as an ex officio (voting) member of any committee or
10.5g Shall attend board meetings, including conference calls
10.5h Shall work at any KySTE event as requested by the President.
10.6 KySTE Outreach Officer
10.6a. May serve as an ex
officio (voting) member of any committee or
10.6b. Provide the Executive Committee of the Organization with
information from KDE.
10.6c. May represent the Organization of KDE and other
10.6d. Communicate State Legislation updates with KySTE members.
10.6e. Schedule Sessions, Speakers and put together handouts/binders
Conference/New DTC/CIO meetings.
10.6f. Coordinate OET Sessions for Spring and Fall Conferences.
10.6g Coordinates KySTE Outreach.
10.6h. Shall attend board meetings, including conference calls.
10.6i Shall work at any KySTE event as requested by the
10.7 ISTE Liaison Officer
10.7a. Chairs the Awards
10.7b. Collaborates with Communications Officer to update website with
information about upcoming Award possibilities.
10.7c. Coordinate, purchase and prepare Awards to be given out at
10.7d. Act as Liaison between ISTE and KySTE and attend affiliate
events at the ISTE Conference.
10.7e. Communicate Award Opportunities, ISTE Perks & Updates
Legislation information to KySTE members.
10.7f. May serve as an ex officio (voting) member of any committee or
10.7g. Shall attend board meetings, including conference calls.
10.7h Shall work at any KySTE event as requested by the
10.8a. Attend all meetings
of the membership and meetings of the
10.8b. Apply Robert's Rules of Order to meeting procedures.
10.8c. Must be knowledgeable on current By-Laws and Policies &
Documents of the organization, as well as on Roberts Rules of Order so
can serve as a resource to the President (or facilitator of the
meeting) to clarify,
define, provide opinion on meeting procedure (reference Article XIV).
10.8d. Chairs the Governance Committee.
10.8e. May serve as an ex officio (voting) member of any committee or
10.8f. Shall be in charge of compiling, updating and maintaining the
Procedures document to be used by the organization in both hard copy
10.8g Shall work at any KySTE event as requested by the
10.9 Communications Officer
10.9a. Shall post
information provided by the Executive Committee on
10.9b. Shall post all new and revised organization documents.
10.9c. May serve as an ex officio (voting) member of any committee or
10.9d. Provide the membership with a quarterly electronic newsletter.
10.9e. Create, support, maintain and document the KySTE website and
10.9f. Promote KySTE events as necessary through press releases and
10.9g. Chairs the Membership/Marketing Committee.
10.9h. Shall attend board meetings, including conference calls.
10.9i. Shall work at any KySTE event as requested by the
10. 10 Regional Representative.
10.10a. Shall attend all
meetings, including monthly conference calls.
10.10b. Shall be responsible for updating new DTC/CIO's within their
about KYSTE and all relate events.
10.10c. Shall encourage new memberships to KySTE from within their
10.10d. Shall update new members on KySTE information monthly DTC/CIO
10.10e. Shall work at any KySTE event as requested by the President.
10.10f. Shall be a Liaison between their Region and the KySTE Executive
10.10g. Shall organize Regional training events sponsored by the KySTE
10.10h. Shall help promote the KySTE fall and spring conferences.
10.10i. Shall help find presenters for fall and spring conferences from
10.10j. May serve as an ex officio (voting) member of any committee or
10.10k. Evaluate KySTE Awards nominations.
10.11 Past President
10.11a. Attend all meetings
of the membership and meetings of the
10.12b. Shall serve on planning committee in an advisory role.
10.12c. Shall work at any KySTE event as requested by the President.
10.12d. May serve as an ex officio (voting) member of any committee or
10.12e. May request lifetime membership in the KySTE
11.1. Executive Committee. The Executive Committee
shall be composed of
the elected officers, the immediate past President, and any other
officers designated by the Board of Directors. The Executive Committee
shall appoint the employees to operate the business of the Corporation
or hire any independent contractors or agents. The Executive Committee
may act on behalf of the Corporation in any matter where the Board of
Directors either authorize or ratify its action at each regular or
special meeting called for that purpose.
11.2. A quorum shall be a majority of Executive Committee
11.3 Other Committees. The President, upon approval of the
Directors, shall appoint all standing committees, special committees
and chairpersons from the membership. The members of the Committee
shall hold office until appointment of their successors. Standing
committees of the Organization shall consist of three to eight (3-8)
persons for a term of no less than one (1) year and shall
11.3b. Scholarship and Awards Committee;
11.3d. Membership/Marketing; and
11.3e. Outreach Committee
11.4. Ad Hoc (Special) Committees shall include the Nominating
Committee and any other committees considered necessary for the welfare
and work of the Organization.
11.5. Chairs or Co-Chairs of Standing and Ad Hoc Committees
appointed by the President, with the approval of the Executive
Committee; or at the discretion of the Executive Committee, may be
elected by members of the committee.
11.6 Committee members shall be appointed by the President,
President may seek suggestions for chairpersons and or/for committee
11.7 The Board of Directors may recommend to the Standing
and/or Ad Hoc
Committees such actions as may be deemed suitable for the welfare of
11.8. Operational procedures shall be established by each
shall be approved by the Board Directors.
12.1 The Board of Directors shall elect the officers in
12.2 The Nominating Committee appointed by the President and
by the Board of Directors, shall be charged with the responsibility of
securing candidates for pending vacancies.
12.3 The Vice-President shall chair the Nominating
12.4 The Nominating Committee shall invite the members of the
Organization to submit nominations.
12.5 The Nominating Committee shall certify that nominees have
qualifications for holding office as stated in Article VIII.
12.6 The Nominating Committee shall receive the consent of,
candidates for each of the following offices: Vice-President,
Secretary, Treasurer, Communications and Liaison Officers, Regional
l2.7a. The Nominating
Committee shall prepare the ballot to include the
and addresses of the candidates as reported by the Nominating
l2.7b. The Nominating Committee shall also prepare a report to
ballot to include information about the candidates for office.
12.8 The election of the regional representatives shall be as
One regional representative
shall be elected from each geographic
region as designated originally by the Kentucky Department of
Education. The regional representatives shall be elected by a vote of
that specific region’s district-level technology leaders (CIO/DTC/TRS).
Each district in the region will be allowed one vote with the vote to
be sent from the district’s director of technology (CIO/DTC) or
designee's state sponsored email account. The nomination process shall
be conducted as outlined under Article XII, Section 2-5 above. The
nominating committee shall then prepare the ballot to include the name
and address of the candidates as reported by the nominating committee.
The nominating committee shall also prepare a report to accompany the
ballot to include information about the candidates for office. The
required nominating documents will be posted to the KySTE web site at
least two weeks prior to the deadline for submission of votes to the
KySTE President. The individual receiving a plurality of the votes
shall be elected as the regional representative and will serve a two
year term. In the event of an open regional representative position,
the Board of Directors will appoint an individual from that region to
complete the remaining term of office.
Directors, Officers, Committee Members. Any director, officer
committee member may resign his office at any time, such resignation to
be made in writing and to take effect from the time of its acceptance
by the corporation. The acceptance of a resignation shall be required
to make it effective.
BOOKS AND RECORDS
14.1. Books and Records. The corporation shall keep connect
complete books and records of account and minutes of the meetings of
the members and Board of Directors.
14.2 Membership List. The corporation shall keep at its
office or principal place of business a record of its members, giving
the names and addresses of all members.
14.3. Right to Examine Books and Records. Members shall have
to examine, in person, or by agent or attorney, at any reasonable time
or times, for any proper purpose, the corporation's relevant books and
records of account, minutes, and record of members and to make
abstracts therefrom all as permitted by, and subject to the limitations
of, Kentucky Revised Statutes section 273.233 as now stated and as
Fiscal Year-July 1 – June
LOANS TO DIRECTORS, OFFICERS OR MEMBERS
Prohibition of Loans. In accordance with Kentucky Revised
section 273.241, as now stated and as hereafter amended, the
corporation shall not lend money to or use its credit to assist its
directors, officers, or members.
PROTECTION FROM LIABILITY
Indemnification. The corporation agrees to indemnify any
officer or former
director or officer of the corporation against expenses actually and
reasonably incurred by him
in connection with the defense of any
action, suit or proceeding, civil or criminal, in which he is made a
party by reason of being or having been such director or officer,
except in relation to matters as to which he shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in
the performance of duty to the corporation.
AMENDMENT OF BYLAWS
After a process of two readings at two different Board
Bylaws may be altered, amended, or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of
the Board of Directors by a two-thirds (2/3) majority of a quorum
present at that meeting.
The foregoing Bylaws were duly approved and adopted by
the members of
The Kentucky Society for Technology in Education at a meeting of the
members in May, 2013.