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 and neighboring states. Specifically, DET/CHE shall:

a. Provide an organization and identity for managers of educational technology services in institutions of higher education, as well as representatives of companies and other organizations that support the purposes and objectives of DET/CHE.

b. Provide for an exchange among members of ideas and information relating to educational technology.

c. Provide for professional growth among members.

d. Advocate state-wide leadership that will facilitate teaching and learning through the use of educational technology based upon proven research.

e. Identify the uniqueness of roles played by the manager of educational technology services.

f. Determine standards against which educational technology services can be measured and evaluated.

g. Encourage interaction with teaching programs in educational technology.

h. Provide information regarding educational technology to appropriate governmental agencies and legislative bodies.

ARTICLE III: MEMBERSHIP

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

Section 2.
Constituent. A constituent member is one who serves as a manager of educational technology services in a higher educational institution. Constituent membership will be open to managers of educational technology services from all institutions of higher education in California and its neighboring states of Arizona, Nevada and Hawaii. Constituent members shall be entitled to all the privileges of membership, including those of making motions, of voting, and of holding office, as provided in Articles IV and V. (Amended May 2001).

Section 3.
Corporate. A corporate member is one who represents a company, foundation, or other commercial or non-profit enterprise whose business or other activity is in support of the purposes and objectives of DET/CHE. Corporate members shall be entitled to all the privileges of membership, including those of making motions, of voting, and of holding office, as provided in Articles IV and V.

Section 4 Life.
Honorary life memberships may be bestowed by the Board of Directors on recently-retired members who have served DET/CHE with distinction. Life members have all the rights and responsibilities as constituent and corporate members but pay no annual dues. They must pay the member registration fee to attend the annual conference.

Section 5.
Charter members. Participants in the DET/CHE organizational meeting, held November 15, 1985, in Riverside, California, and those accepted for membership whose applications were dated no later than December 31, 1985, shall be charter members.

Section 6.
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. (Amended May, 1991) They shall be known as the Executive Committee.

Section 2.
Terms of office. The 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 or corporate 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:

a. The President shall: (1) preside at all meetings of DET/CHE, including meetings of the Board of Directors, and (2) function as the chief administrative officer of DET/CHE.

b. 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, and (3) appoint all committees as specified within these By-laws.

c. The Immediate Past President shall: (1) advise the Board of Directors, (2) assist the President at the latterÕs request, and (3) chair the Awards Committee and Election Committee.

d. The Secretary shall keep and publish accurate minutes of all meetings of the Board of Directors and the general membership.

e. The Treasurer shall: (1) disburse, account for, and report about the funds of DET/CHE, and (2) 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, fix 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 specified in the By-laws.

Section 2.
Eligibility. The Board of Directors shall be 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 nine members, including the five officers of the organization, and two members from each of the two geographical regions. Officers are ex-officio members of the Board. (Amended July, 1992)

Section 4.
Regional voting. Members of the Board of Directors from the geographical regions shall be elected by the membership within those regions and shall serve for staggered two-year terms.

Section 5.
Representation. If any of the California higher education constituencies of the organization (California State University, University of California, Community Colleges, and Private Colleges) are 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. The appointed member(s) of the Board shall be equal to elected members of the Board in all matters of voting and other privileges. (Amended October, 1987)

Section 6.
Non-California representative. If the number of constituent members from states other than California is eight or more, those members are entitled to their own representative on the Board of Directors, with the same rights and responsibilities as California regional representatives on the Board. This representative serves for two-year terms and may be re-elected.

Section 7.
Corporate representative. If the number of corporate members is eight or more, the corporate membership is entitled to its own representative on the Board of Directors, with the same rights and responsibilities as regional representatives on the Board. This representative serves for two-year terms and may be re-elected.

Section 8.
Board meetings. A meeting of the Board of Directors shall be held at least once per year in conjunction with the annual meeting of DET/CHE and at other times as called by the President or requested by a majority of the members of the Board.

Section 9.
Business conducted via the Board listserv. The Board may conduct business and take votes via the Board listserv, as an alternative to a face-to-face meeting. A motion will be considered passed when one more than half the Board members vote in favor on the listserv.

Section 10.
Board turnover. Election to the Board of Directors will replace no more than one half of the Board membership in any given year.

Section 11.
Posting of minutes. The minutes of all Board meetings shall be posted on the DET/CHE web site.

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 web site, signing contracts and other documents on behalf of DET/CHE, 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 solicited through an RFP process issued by the Board of Directors no later than six months prior to the end of the incumbent Administrative Manager's term of office. Proposals will be reviewed by Executive Committee, with the candidate approved by the entire Board not less than three months prior to the end of the incumbentÕs 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.
Host institution. A Service Level Agreement (SLA) shall be established between the Board of Directors and the Administrative Manager's own institution (if otherwise employed, or with the individual if not otherwise employed) at the time of the appointment or renewal. The SLA will clearly establish the salary, terms of employment (such as hours to be worked), institutional support requirements, and other expectations on the parts of both the DET/CHE Board and the host institution and/or individual. The SLA shall cover the entire three-year term and can be re-negotiated upon request of any party involved.

Section 6.
Termination of contract. The SLA may be terminated during the contract 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. Nominations for Board seats to be filled by election, other than those from the corporate membership, shall be made by the Election Committee. The Election Committee shall contact each person whom it wishes to nominate in order to obtain his or her acceptance of the nomination, and assurance that he or she will serve in the specified office if elected. If the number of corporate members is sufficient to qualify for a Board seat, those members shall identify their own nominee(s) for election and submit that (those) name(s) to the Election Committee.

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 if elected to the new position. In this case, a special election shall be conducted within 30 days to fill the vacant position.

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

Section 4.
Time of election. The Election Committee shall present the slate of candidates to the Board of Directors no later than August 1. The slate of candidates shall be presented to the membership no later than September 1, with the voting period to be closed at midnight on September 30.

Section 5.
Election process. Elections shall be conducted by the DET/CHE Administrative Manager with general oversight from the Election Committee. The ballots shall be distributed to the membership via electronic mail. Each member is responsible for ensuring that the Administrative Manager has his or her current e-mail address on file. Members without e-mail addresses shall be sent paper copies of the ballot, that must be returned to and received by the Administrative Manager no later than September 30. The results shall be reported by the Administrative Manager to the President by October 15. The President shall notify the Board of Directors and the newly-elected Board members.

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.

Section 8.
Special elections. A special election shall be held when a Board position becomes vacant or if a regular election results in a tie. A slate of candidates shall be identified by the Election Committee under the provisions of Sections 1 and 2 above. The election shall be conducted by the Administrative Manager upon receipt of the slate of candidates, following the procedure specified in Section 5 above. Voting in special elections shall remain open for 14 days. The winning candidate shall assume office when the Board position sought is vacated.

Section 9.
Recounts. Any candidate may request a recount of ballots cast, in writing to the President. The Executive Committee shall conduct the recount within 30 days of receipt of the request and take action as appropriate for the result.

ARTICLE VIII: COMMITTEES

Section 1.
Committee membership. Committee memberships are open to all DET/CHE members in good standing. Volunteers for open committee memberships shall be solicited by the President-Elect prior to the annual conference. Committee nominees must be submitted by the President-Elect to the Board for discussion and approval via the Board listserv, also prior to the conference.

Section 2.
Membership term. Unless otherwise noted below, committee members are appointed for three-year terms. Members may be re-appointed for new three-year terms. Members may be appointed to more than one committee simultaneously.

Section 3.
Transition of committee membership. The time of transition of members on and off committees is at the end of the annual conference, or at the end of the conference-related committee meeting, whichever occurs later.

Section 4.
Committee meetings. Committees are expected to meet during the annual conference. Meetings, including conference calls, may be scheduled between conferences as necessary. Incoming committee members may meet with the committee during the annual conference and participate in discussions but may not vote. All committee meetings are open to the entire DET/CHE membership.

Section 5.
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 6.
Membership Committee. The Membership Committee shall be responsible for determining strategies to increase and diversify the membership, promoting the benefits of membership, and implementing membership campaigns. The committee is also tasked with developing and maintaining a directory of all educational media/academic technology support units in all institutions of higher education in California, for use in networking and DET/CHE promotion purposes. Committee membership, at a minimum, will consist of at least two appointed representatives from each of the geographic regions identified in Article III, Section 6 above, with the chair appointed by the President-Elect. The Administrative Manager serves as an ex-officio member of the Membership Committee. The Committee's recommendations and plans shall be submitted to the Board of Directors for approval.

Section 7.
Election Committee. The Election Committee, chaired by the Immediate Past President and composed of at least two other constituent members, shall nominate candidates for the offices of Vice President/President-Elect, Secretary, and Treasurer, as well as for the representative Board positions and for any vacancies that may have occurred. The Election Committee also receives nominations from the corporate membership and provides oversight for all DET/CHE elections. While the chair of the Election Committee changes annually, the constituent members of the committee serve three-year terms.

Section 8.
Program Committee. The Program Committee, chaired by the Vice President/President-Elect and consisting of the local site coordinator(s) and at least two other constituent members, shall plan, arrange, and conduct the programs at the annual conference. All members of the Program Committee serve one-year terms and are appointed annually.

Section 9.
Awards Committee. The Awards Committee, chaired by the Immediate Past President and consisting of at least two other constituent members, shall carry out the DET/CHE awards program. The Administrative Manager serves as an ex-officio member of the committee. The Awards Committee shall identify the award (e.g., Special Service, Member-of-the-Year) categories and criteria for selection, solicit and accept nominations for awards, and make recommendations to the Board of Directors. While the chair of the Awards Committee changes annually, the constituent members of the committee serve three-year terms.

Section 10.
DET/CHE Web Site Committee. The Web Site Committee consists of at least three constituent members and at least one corporate member, with the committee chair appointed by the President-Elect. The Administrative Manager serves as an ex-officio member of the committee. The Web Site Committee is responsible for developing content for the DET/CHE web site and working with the Administrative Manager to install new content and keep content current.

Section 11.
Emerging Technologies Committee. The Emerging Technologies Committee consists of at least three constituent members and at least one corporate member, with the committee chair appointed by the President-Elect. The committee monitors trends and compiles information on new technologies and their applications for distribution to the membership. The committee also identifies program needs and sponsors sessions at the annual conference.

Section 12.
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 13.
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.

ARTICLE IX: SUBORDINATE ORGANIZATIONS/AFFILIATIONS

Section 1.
Subordinate organizations. The formation of subordinate organizations of DET/CHE, such as local, county, regional, or institution-wide (e.g., all CSU) chapters, is encouraged. DET/CHE has no budgetary or programmatic responsibilities for subordinate organizations, except as approved by the Board of Directors on a case-by-case basis.

Section 2.
Independent operation. Chapters shall be independent from DET/CHE but may participate in the annual conference and present activity reports at the annual membership meeting if desired.

Section 3.
Organizational affiliations. DET/CHE may affiliate with other organizations at the discretion of the Board.

ARTICLE X: 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. DET/CHE members in good standing shall be offered discounted registration fees.

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 the members present.

Section 6.
Posting of minutes. Minutes from all membership meetings shall be posted on the DET/CHE web site.

ARTICLE XI: RECORDS AND FINANCES

Section 1.
Membership year. The annual dues payment covers membership for one year from July 1 through June 30. (Amended April, 1995)

Section 2.
Dues changes. Any changes in the dues structure must be approved by a majority vote of the active members in attendance at a business meeting.

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

Section 4.
Expenditure policy. Policy for authorizing expenditures of funds shall be developed by the Board of Directors.

Section 5.
Treasurer's report. A treasurer's report shall be distributed to the membership annually. In the event of a vacancy in the position of Treasurer, an audit of records and finances will be conducted by the Executive Committee prior to the appointment of a replacement.

Section 6.
Recordkeeping. A standard method of record keeping will be followed and will include the following entries:

a. membership

b. correspondence

c. financial transactions

d. minutes of all business meetings

e. publications records

f. organizational assignments

g. documents and historical records

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

ARTICLE XII: 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 shall appoint a parliamentarian to preside over each business meeting of the active membership.

ARTICLE XIII: 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 XIV: 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.