Home About ISTEGovernance Bylaws

BYLAWS
of the
International Society for Technology
in Education

(Revised June 2008)

Article I: Name

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: Purposes

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.

Specific purposes of the Organization include to:

• Provide an international organization that supports the use of technology in education
• Promote and encourage the appropriate use of information technologies to improve the quality of education
• Support professionals using technology in education including teachers, technology coordinators, curriculum coordinators, teacher educators, administrators, information resource managers, educational technology specialists, educational researchers, and others
• Cooperate with the manufacturers, publishers, and other private sector organizations to identify technological needs and establish appropriate standards for hardware, software, and other technology-related educational systems, products, and services
• Encourage research and evaluation relating to the effective use of technology in education and to promote the dissemination of such research to practitioners
• Provide information to educational policy makers
• Promote the sharing of information and communication between professionals using information (and/or instructional) technologies in all areas and levels of education from the local to the international
• Facilitate the achievement of all of the above by conducting activities including, but not limited to: the annual National Educational Computing Conference (hereinafter referred to as NECC), as well as other conferences, workshops, seminars, the preparation of publications, and the development of other materials useful to the membership and the educational technology field.

Article III: Membership

Section 1: Categories of Membership

1. General Membership

General membership status in the Organization is available to all persons, without discrimination, who are interested in using technologies for educational purposes.

2. Affiliate Membership

Affiliate membership in the Organization is open to any non-profit, 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. The Organization and the Affiliate organization shall work together to achieve the purposes listed in Article II. Affiliate organizations shall not be bound by geography.

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. The Organization and the corporate members shall work together to achieve the purposes listed in Article II.

4. Special Interest Groups

At the discretion of the Board of Directors or upon petition of 15 General members, the Board of Directors may consider the formation or dissolution of a Special Interest Group (SIG). The formation or dissolution of a SIG requires a two-thirds (2/3) vote of the Board of Directors. The Board of Directors shall determine qualifications for membership in the SIG, as well as the responsibilities and management of the SIG. Each SIG functions under the financial and structural umbrella of the Organization, which retains all rights and responsibilities for the SIG name, publications, assets, and liabilities. The Organization and the SIG members shall work together to achieve the purposes listed in Article II. All members of a SIG must themselves be general members of the Organization.

5. Other Categories of Membership

The Board of Directors may establish other categories of membership.

Section 2. Applications for Membership

Applications for the various types of membership shall be submitted to the Organization along with the specified membership fee and shall be processed in accordance with procedures established by the Board of Directors.

Section 3. 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 4. Dues, Responsibilities and Benefits

The Board of Directors shall establish and may alter the dues, responsibilities, and benefits of the various categories of membership.

Section 5. 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 the annual NECC.

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; and
• 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 6. Member Quorum

Those General members of the Organization present at a meeting of the General members shall constitute a quorum of the membership.

Section 7. 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 8. 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 9. Proxy Voting

Voting by proxy is not allowed.

Article IV: Board of Directors

Section 1. General Powers and Duties

The affairs and property of the Organization shall be managed, controlled, and directed by the Board of Directors.

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 not fewer than 12 members and not 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 1–12 below, each serving a two-year term which begins at the Board meeting held in conjunction with NECC.

1. PK–12 Schools Representatives

There shall be two members of the Board who are PK–12, school-based educators, either classroom teachers or technology coordinators. One new member of the Board of Directors shall be elected by the voting members every year.

2. Computer Science Representative

There shall be one member of the Board who is a PK–12 or post-secondary education computer science instructor. The voting members shall elect one new member of the Board of Directors every other year.

3. Teacher Education Representative

There shall be one member of the Board who is involved in teacher education at the post-secondary level. The voting members shall elect one new member of the Board of Directors every other year.

4. State Technology Director Representative

There shall be one member of the Board who is a director of technology for a state education agency. The voting members shall elect one new member of the Board of Directors every other year.

5. At-Large Representatives

There shall be no fewer than three (3) and no more than six (6) 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 shall elect one director in even years and the voting members shall elect two in odd years. When there are five at-large directors, the voting members shall elect two directors in even years and three shall be elected in odd years. When there are six at-large directors, the voting members shall elect three directors in even years and three in odd years.

6. International Representative

There shall be one member of the Board from a country other than the United States who is involved in any area of educational technology. The voting members shall elect one new member of 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

There shall be two members of the Board of Directors who are representatives of the Affiliate members. The voting members shall elect one new member of the Board of Directors from this category every year.

9. Corporate Representatives

There shall be two members of the Board of Directors who are 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

There shall be one member of the Board of Directors who serves 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 every other year.

11. Ex Officio Members

The President may appoint Ex Officio members annually who shall have the right to receive all Board notices, agendas, and minutes and the right to attend all Board Meetings but not the right to vote. Provided, however, that the Board may call an executive session from which anyone other than full voting Board Members may be excluded.

Section 4. Meetings

An Annual Meeting of the Board of Directors shall be held in conjunction with NECC. 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

Special meetings may be called by the President and shall be called at the written request of three (3) directors. Written notice of the date, time, and place of each special meeting shall be sent to each director at least seven (7) 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 by 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 fall meeting of the Board of Directors, the President shall 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:

• a 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.
• an Affiliate representative
• a corporate member representative
• a person involved in computer science
• a 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:

• a PK–12 teacher or technology coordinator
• a teacher educator
• a school district administrator
• an Affiliate representative
• a corporate member representative
• a 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 they no longer qualify as a member of the Board position to which they were elected shall complete the term to which they were elected, but shall not be eligible to re-run 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, and either the President–Elect or the Immediate Past–President. The President–Elect will serve as an organization officer in the year prior to their assumption of the Presidency. The Immediate Past–President will serve as an organization officer in the year following their 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 shall be the Chief Executive Officer and Deputy Chief Executive Officer, who shall not serve on the Board of Directors. The Chief Executive Officer and Deputy Chief Executive Officer shall serve indefinite terms. The Chief Executive Officer serves at the pleasure of the Board of Directors and the Deputy Chief Executive Officer serves at the pleasure of the Chief Executive Officer.

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.

Section 5. Duties of the President

The President shall preside at all meetings of the Board of Directors and of the General membership; supervise the chief executive officer; and make reports to the membership and to the Board of Directors as appropriate. The President shall perform all such other duties as are incident to the office or are assigned by the Board of Directors.

Section 6. Duties of the President-Elect or Past-President

The President-Elect or Past-President shall exercise the functions of the President during the absence or unavailability of the President. The President-Elect and Past-President shall have such other powers and duties as assigned by the Board of Directors.

Section 7. Duties of the Secretary

The Secretary shall keep, or cause to be kept, the minutes of all meetings of the Board of Directors and related committee meetings. The Secretary shall also send, or cause to be sent, notices of meetings, prepare, or cause to be prepared, written materials requested by the Board of Directors and ensure that a file of correspondence directed to or sent on behalf of the Organization is maintained. The Secretary shall also maintain, or cause to be maintained, updated versions of these Bylaws and such Policies and Procedures as the Board of Directors should enact.

Section 8. Duties of the Treasurer

The Treasurer shall keep and maintain or cause to be kept and maintained accurate and complete accounts of the financial transactions of the Organization, including accounts of its assets, liabilities, receipts, and disbursements. The Treasurer shall deposit or cause to be deposited all monies and other valuables in the name and to the credit of the Organization, disburse or cause to be disbursed the funds of the Organization as ordered by the Board of Directors, render or cause to be rendered to the Board of Directors regular reports of all financial transactions and of the financial condition of the Organization, and have such other powers and duties as assigned by the Board of Directors.

Section 9. Duties of the Chief Executive Officer

The Chief Executive Officer is accountable to the Board of Directors as one of the principal executive officers. Primary responsibility is 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 Chief Executive Officer also (1) provides staff leadership and executive management for the organization as a whole, and delegates those responsibilities of management as shall be in the best interest of the organization (2) acts as the official spokesperson for the organization, (3) signs legally binding agreements and contractual obligations on behalf of the organization, and (4) implements the strategic plan through leadership for planning, implementation, and evaluation of the organization's services, programs, and other activities.

Section 10. Duties of the Deputy Chief Executive Officer

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 two (2) additional members of the Board of Directors elected by the Board. The Executive Committee shall have the authority to act for the full Board of Directors between regularly scheduled meetings of the Board. The Executive Committee shall provide leadership and direction for strategic planning. Regular meetings of the Executive Committee shall be held on such a schedule and at such places as may be established by the President.

At the annual meeting, the Board of Directors shall elect two of its members to serve on the Executive Committee as at-large members.

Section 2. Advisory Committees

The Board may create Advisory Committees. These non-board Committees do not have Board-level authority. Committee Chairs shall be appointed, re-appointed, or replaced by the President with approval of the Board of Directors. Members of Advisory Committees may be Board Members or General Members.

Section 3. Standing Advisory Committees

The Standing Advisory committees shall include, but not be limited to the following: Accreditation & Standards, Awards & Recognition, Conference, Finance, International, Membership, Nominations & Appointments, President's Council, Public Policy & Advocacy, and Special Projects. Members of Standing Committees may be Board Members or General Members.

1. Accreditation and Standards Committee

It shall be the duty of the Accreditation and Standards Committee to oversee the Organization's various accreditation and standards initiatives.

2. Awards and Recognition Committee

It shall be the duty of the Awards and Recognition Committee to oversee all awards coordinated by ISTE and make recommendations to the ISTE Board for approval.

3. Conference Committee

It shall be the duty of the Conference Committee to provide advice and guidance to the staff of the Organization on all aspects of NECC and related activities.

4. Finance Committee

It shall be the duty of the Finance Committee to oversee the organization's financial operations, including but not limited to the annual budget and internal audit, and advise the Board accordingly.

5. International Committee

It shall be the duty of the International Committee to provide leadership on all international initiatives undertaken by the Organization.

6. Membership Committee

It shall be the duty of the Membership Committee to coordinate the activities of the Organization pertaining to membership including those activities designed to expand all types of membership.

7. Nominations and Appointments Committee

It shall be the duty of the Nominations and Appointments Committee to prepare a slate of candidates for election to the Board of Directors and to oversee and certify the results of elections. This committee is also charged with developing recommendations for the President on appointments for various positions within or representing the Organization.

8. Policies and Procedures Committee

It shall be the duty of the Policies and Procedures Committee to recommend to the Board changes to the Bylaws and policies and procedures.

9. President's Council

It shall be the duty of the President's Council to provide advice to the President and the Board and to address significant issues delegated to it by the President.

10. Public Policy and Advocacy Committee

It shall be the duty of the Public Policy and Advocacy Committee to assume leadership responsibilities for promoting and supporting national and state initiatives that will enhance education through the use of technology.

11. Special Projects Committee

It shall be the duty of the Special Projects Committee to recommend to the Board of Directors special projects that should be undertaken by the Organization and oversee the funding and implementation of special projects that the Board chooses to support.

12. Other Committees

As the need arises, ad hoc committees may be established by the President to carry out specific tasks.

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 September 12, 2004