By-Laws

Table of Contents

ARTICLE I: NAME

Section 1.
Name. The name of this organization shall be Directors of Educational Technology in  California Higher Education (a non-profit organization), and hereafter in this document shall be referred to as DET/CHE.

ARTICLE II: PURPOSE

Section 1.  

Purpose. DET/CHE exists to provide leadership and forums for information exchange to the providers of educational technology support for institutions of higher education in  California. DET/CHE considers educational technology to be an area of critical and broad significance which includes academic computing, instructional design, media services, faculty development, online education, and student support services across higher education. 

Specifically, DET/CHE shall: 

  1. Provide an organization and identity for educational technology professionals in institutions of higher education, as well as representatives of companies and other organizations that support the purposes and objectives of DET/CHE.
  2. Provide for an exchange among members of innovations, experiences, and effective practices relating to educational technology.
  3. Provide for professional growth among members.
  4. Identify the unique formal and informal roles played by established and emergent leaders of educational technology and related services.
  5. Encourage interaction with programs for faculty development and teaching excellence related to educational technology.
  6. Advocate statewide leadership that will facilitate teaching and learning through the use of educational technology based upon thoughtful innovation and evidence-based practices. 
  7. Provide leadership in support of equity and inclusiveness with educational technology.

ARTICLE III: MEMBERSHIP

Membership is granted upon registration for the annual conference.  

Section 1.
Categories. The membership of DET/CHE will be composed of constituent, and life members. 

Section 2.
Constituent. Constituent membership is open to anyone in higher education who has an interest in advancing the impact of educational technology. Constituent membership will be open to professionals from all institutions of higher education, primarily but not exclusively, in California. 

Section 3.
Life. Honorary life memberships may be bestowed by the Board of Directors on members who have served DET/CHE with distinction. Life members have all the rights and responsibilities as constituent members but do not pay the conference registration fees. 

Section 4.
Regional divisions. For membership and representational purposes, the State will be divided into two geographical regions. These regions shall be California-South, consisting of the counties of San Luis Obispo, Kern, and San Bernardino and all counties to the south of those counties; and California-North, consisting of all counties north of the three counties listed above. 

ARTICLE IV: OFFICERS

Section 1.
Officers. The officers of the organization shall include a President, a Vice  President/President-Elect, Immediate Past President, a Secretary, and a Treasurer.  They shall be known as the Executive Committee. 

Section 2.
Terms of office. The Vice President/President-Elect shall be elected for a one-year term,  whereupon the President-Elect shall serve a second year as President and a third year as Immediate Past President. The Treasurer and Secretary shall be elected for two year, staggered terms. 

Section 3.
Eligibility for office. The elected officers shall be constituent members in good standing.  No member shall hold more than one office at a time. An officer may be elected to consecutive terms, without limits on the number of consecutive terms. 

Section 4.
Vacancies in elected offices. Should a vacancy occur in the office of President, the  President-elect shall fill the vacancy. A vacancy in the office of Immediate Past  President shall not be filled. A vacancy in the office of Secretary or Treasurer shall be filled by an appointment by the Board of Directors for the unexpired term of the office. A  special election shall be conducted to fill a vacancy in the office of President-Elect within  30 days of the notification of vacancy. 

Section 5.
Duties of officers. Officers shall perform the duties prescribed by the parliamentary  authority adopted by DET/CHE and by these By-laws as follows: 

  1. The President shall: (1) preside at all meetings of DET/CHE, including meetings of the Board of Directors, and (2) function as the chief executive officer of DET/CHE.
  2. The Vice President/President-Elect shall: (1) assume the duties of the President in the absence of the President, (2) chair the Program Committee for the annual conference. The Immediate Past President shall: (1) advise the Board of Directors, (2) assist the President at the latter’s request. The Secretary shall keep and publish accurate minutes of all meetings of the  Board of Directors and the general membership.
  3. The Treasurer shall: (1) disburse, account for, and report about the funds of  DET/CHE, (2) ensure fulfillment of fiduciary duties (e.g. filing annual taxes,  maintaining non-profit status), and (3) coordinate and monitor the activities provided for in the budget.

ARTICLE V: BOARD OF DIRECTORS

Section 1.
Duties. The Board of Directors shall have general supervision over the affairs of  DET/CHE, serve as the policy-making body for the organization, conduct and implement long-range planning, set the time and place of meetings, make recommendations to the membership of DET/CHE, appoint and provide oversight of the Administrative Manager,  approve committee appointments, and perform other duties as needed. 

Section 2.
Eligibility. The Board of Directors shall be constituent members in good standing and shall satisfy the requirements of the office held. 

Section 3.
Composition. The Board of Directors shall consist, at a minimum, of ten members,  including the five officers of the organization, two members from each of the two geographical regions, and one or two at-large positions. Officers are ex-officio members of the Board.  

Section 4.
Representation. If any critical constituency is not represented on the Board of Directors by election, a representative of each unrepresented constituency shall be appointed by the President and approved by the Board of Directors until the next Board election. The  President, in consultation with the Board, has the discretion to determine when a  constituency is under-represented, whether a higher education segment, gender, race/ethnicity, or other factor deemed critical for full representation. The appointed member(s) of the Board shall be equal to elected members of the Board in all matters of voting and other privileges.  

Section 5.
Board meetings. A meeting of the Board of Directors shall be held regularly throughout the year and at least once per year in conjunction with the annual meeting of DET/CHE  and as called by the President or requested by a majority of the members of the Board. 

Section 6.
Business conducted via synchronous or asynchronous methods. The Board may conduct business and take votes via synchronous or asynchronous methods, as an alternative to a face-to-face meeting. A motion will be considered passed when one more than half the voting Board members vote in favor via synchronous or asynchronous communication. 

Section 7.
Posting of minutes. The minutes of all Board meetings shall be posted on the DET/CHE website within one month of their approval. Minutes shall be posted for at least the most recent three years of board meetings. 

ARTICLE VI: ADMINISTRATIVE MANAGER

Section 1.
Administrative Manager. The Board of Directors shall appoint a paid Administrative  Manager, who works at the pleasure of and under the supervision of the Board and through the President, to carry out the day-to-day functions of DET/CHE. The  Administrative Manager shall be a non-voting, ex-officio member of the Board and shall attend Board meetings. The Administrative Manager shall be expected to present  DET/CHE status reports at all Board meetings and at the annual membership meetings. 

Section 2.
Duties. Duties of the Administrative Manager shall be established in an official job description determined by the Board of Directors. At a minimum, the Administrative  Manager shall be responsible for carrying out the daily business of DET/CHE, including conducting all general correspondence not the function of officers or committees,  facilitating communication among the members and Board, maintaining the organization’s central files, promoting DET/CHE, maintaining DET/CHE membership records, maintaining the DET/CHE websites, receiving and tracking conference registrations, and assisting the Board with other functions, as necessary. 

Section 3.
Selection. Candidates for the position of Administrative Manager will be reviewed by the board or solicited through a nomination process led by the Board of Directors preferably no later than six months prior to the end of the incumbent Administrative Manager’s term of office, with the goal of appointing an administrative manager three months prior to the end of the incumbent’s term. 

Section 4.
Term of employment. The Administrative Manager shall be appointed for a term of three years, on a calendar year basis. Incumbents are eligible for re-appointment, with no term limits. 

Section 5.
Contracts/Agreements. A contract shall be established between the Board of Directors and the Administrative Manager at the time of the appointment or renewal. The contract will clearly establish the salary, terms of employment (such as hours to be worked), and other expectations on the parts of both the DET/CHE Board and individual. The contract shall cover the entire three-year term and can be re-negotiated upon request of either party. 

Section 6.
Termination of contract. The SLA and/or contract may be terminated during the specified period by the Board of Directors, the Administrative Manager, or the host institution, provided that at least three months’ advance notice is given to all parties involved. 

ARTICLE VII. NOMINATIONS AND ELECTIONS

Section 1.
Nominations. Board members shall propose nominees for Board seats to be filled by election. For each nominee approved by the board, a Board member shall contact the nominee in order to obtain acceptance of the nomination, and assurance of service if elected.  

Section 2.
Multiple offices. No person may hold more than one Board seat simultaneously. A  continuing Board member may be nominated for a different Board position but must give up her or his original Board seat. 

Section 3.
Eligibility for re-election. All members of the Board are eligible for re-election. No term limits are set. 

Section 4.
Election process. Elections shall be conducted either in-person at the all members’  meeting or online by the DET/CHE Administrative Manager with general oversight from the Board. The Board will agree upon how the election shall be conducted, with the provision that Board members shall not cast a vote nor contribute toward the establishment of a quorum. The results shall be reported by the Administrative Manager to the President. The President shall notify the Board of Directors and the newly elected Board members. In the event of a contested election that results in a tie, the President shall cast the tie-breaking vote.  

Section 5.
Time of election. If the election is to be held at the members’ meeting during the annual conference, the slate of candidates shall be presented during the members’ meeting. If the election is to be held via online means, the slate of candidates shall be distributed to the membership no later than one month after the annual conference concludes, with the voting period to be closed at midnight 30 days after the ballot distribution. 

Section 6.
Plurality. In the event that more than two persons are nominated for an office, a plurality of the votes cast shall be sufficient for election. 

Section 7.
Transition of office. The time of transition for the newly elected members to join the  Board, and for the Vice-President/President-Elect and President to assume their new offices as President and Immediate Past President, respectively, is at the end of the membership meeting at the annual conference or as soon as possible thereafter.

ARTICLE VIII: COMMITTEES

Section 1.
Executive Committee. The Executive Committee consists of the President, Vice President/President-Elect, Immediate Past President, Secretary, and Treasurer, and is chaired by the President. The Executive Committee shall be responsible for conducting the organization’s business between Board meetings.

Section 2.
Other committees. Other committees, standing or ad hoc, interest groups, and task forces may be appointed by the President, with approval of the Board of Directors, to carry out special projects or otherwise serve the interests of the DET/CHE membership.

Section 3.
Dissolution of committees. All DET/CHE committees, interest groups, and task forces serve at the pleasure of the Board of Directors and may be dissolved by the Board at any time or at the end of the term established with the creation of a committee.

ARTICLE IV: GENERAL MEETINGS

Section 1.
Authority. The Board of Directors shall have the authority and responsibility to plan the  schedule of meetings for DET/CHE, which shall include at least one annual conference  for the active membership, at which time an annual business meeting of the  membership shall be held. 

Section 2.
Location. The location of the meetings of the active membership should be rotated  among the geographic regions of the state of California.

Section 3.
Eligibility to attend. DET/CHE annual conferences may be attended by all persons who  are interested and pay the registration fee, which also serves as the annual  membership fee.  

Section 4.
Membership meetings. A membership meeting shall be held at each DET/CHE annual  conference for the purpose of conducting the business of the organization. Additional  business meetings of the active membership, called by the Board of Directors, must be  announced not less than one month in advance of the proposed meeting. All DET/CHE  members in good standing and in attendance at the business meetings shall have the  right to vote. Non-members may attend the business meeting and participate in  discussions but do not have voting privileges. 

Section 5.
Quorum. A quorum of the membership at an official meeting of the active membership  shall be defined as consisting of 25% of the current membership. 

Section 6.
Posting of minutes. Minutes from the most recent three membership meetings shall be  posted on the DET/CHE website.  

ARTICLE X: RECORDS AND FINANCES

Section 1.
Membership term. The membership term begins on the first day of the annual  conference and continues until the day prior to the subsequent annual conference. .  

Section 2.
Dues changes. Any changes in the dues structure must be approved by one more than  half the voting members of the Board. 

Section 3.
Budget. An annual budget shall be developed by the Executive Committee and  approved by the Board of Directors based on projected income and expenses

Section 4.
Expenditure policy. Unbudgeted expenditures of funds shall be approved by the Board  of Directors. 

Section 5.
Treasurer’s report. A treasurer’s report shall be distributed to the membership annually.  An audit of records and finances may be conducted at the request of the Executive  Committee at any time. 

Section 6.
Recordkeeping. The organization will follow best practices for recordkeeping to include  the following entries: 

  1. membership
  2. official correspondence – includes DET/CHE email account
  3. contracts and financial transactions
  4. minutes of all business meetings
  5. publications records
  6. organizational assignments
  7. documents and historical records

Section 7.
Signatory authority. At the direction of the Board, the President shall sign contracts and  other types of legal agreements on behalf of DET/CHE. In the absence of the President, the Administrative Manager may assume this authority. 

ARTICLE XI: PARLIAMENTARY AUTHORITY

Section 1.
Parliamentary authority. Robert’s Rules of Order, latest edition, shall be the  parliamentary authority on all matters not covered by the By-laws. 

Section 2.
Parliamentarian. The Board of Directors may appoint a parliamentarian to preside over  each business meeting of the active membership.

ARTICLE XII: AMENDMENTS

Section 1.
Amendments. These By-laws may be amended by an electronic mail vote of the active  membership, following the same procedures as for elections, as described in Article VII.  By-laws changes may also be voted upon at the annual membership meeting. Two thirds of those voting must approve any change in the By-laws. The Board of Directors  shall determine the procedures for conducting this election. 

Section 2.
Review of By-laws. The By-laws shall be reviewed by the Board of Directors at three year intervals, beginning in 2001. It is the responsibility of the President to initiate the  review. 

ARTICLE XIII: TAX-EXEMPT STATUS

Section 1.
IRS status. This organization is organized exclusively for educational purposes within  the meaning of section 501(c)(3) of the Internal Revenue Code. 

Section 2.
Maintenance of tax-exempt status. Notwithstanding any other provision of these  Articles, the organization shall not carry on any other activities not permitted to be  carried on by an organization exempt from Federal income tax as an organization  described in section 501(c)(3) of the Internal Revenue Code (or corresponding section  of any future federal tax code). 

Section 3.
Dissolution of DET/CHE. Upon the dissolution and winding up of this organization, after  paying or adequately providing for the debts and obligations of the organization, the  remaining assets shall be distributed to a nonprofit fund, foundation or corporation  organized and operated exclusively for the purposes specified in section 501(c)(3) of  the Internal Revenue Code and which has established its tax-exempt status under that  section. 

ADOPTED NOVEMBER 15, 1985, AT RIVERSIDE, CALIFORNIA

REVISED OCTOBER 1987; OCTOBER 1989; OCTOBER 1990; MARCH 1991; MAY 1991;  JULY 1992; APRIL 1995; MAY 2001; DECEMBER 2020