BYLAWS OF THE SOFTWARE AND TECHNOLOGY VENDORS' ASSOCIATION

ARTICLE I
PURPOSE AND POWERS

1.1. PURPOSE. The Association shall have such purposes as are now or may hereafter be set forth in its Articles of Incorporation, which are attached as an Appendix hereto.
1.2. POWERS. The Association shall have such powers as are now or may hereafter be granted by the District of Columbia Nonprofit Corporation Act except as such powers may be otherwise modified hereby or by the Articles of Incorporation of this Association.

ARTICLE II
MEMBERSHIP

2.1. QUALIFICATIONS. Any person, firm, or corporation engaged in the behavioral health and human services technology vendor industry, or allied thereto, may become a member of the Association, subject to the requirements of Section 2.2 below.

2.2. PROCEDURE FOR ADMISSION TO MEMBERSHIP.
2.2.1. Membership Agreement Form. Any person, firm or corporation desiring to become a member of the Association shall complete and sign a membership agreement form. Membership agreement forms shall be in the form determined appropriate by the Board of Directors for each class of membership. Every such form shall contain a clause stating in substance that the applicant agrees to be bound by the Articles of Incorporation and these Bylaws. The completed membership agreement form shall be filed with the Secretary at the principal office of the Association.

2.2.2. Approval of Board of Directors. Upon receipt by the Secretary of the applicant’s membership agreement the applicant shall be voted on for membership by the Board of Directors. The applicant shall become a member upon receiving a majority vote of the Board of Directors.

2.3. CLASSIFICATION OF MEMBERS. There shall be 2 classes of membership in the Association, as follows:

2.3.1. Full Members. Full members shall meet the definition and satisfy the requirements for this category as established from time to time by the Board of Directors. Each full member shall be entitled to one vote on each matter submitted to a vote of the members. Full members may serve on the Board of Directors.

2.3.2. Associate Members shall meet the definition and satisfy the requirements for this category as established from time to time by the Board of Director after recommendation by a majority vote of the Full Members. Associate Members shall not be entitled to vote and may not serve on the Board of Directors.

2.4. DUES. Each member of the Association shall pay dues as provided by Article III of these Bylaws.

2.5. MEMBERSHIP ROSTER. A written record of the membership of this Association shall be kept at the Association’s principal office. The membership records shall contain the name and address of each member and, in any case where any membership has been terminated for any reason whatsoever, an entry of such fact, together with the date upon which the membership was terminated.

2.6. SUSPENSION. A member may be suspended for a period or expelled for conduct prejudicial to the best interests of the Association or for non-payment of dues. Suspension or expulsion shall be by a two-thirds vote of the entire membership of the Board of Directors, provided that in the case of conduct prejudicial to the best interests of the Association, an appropriate hearing is first made available to the member.

2.7. RESIGNATION. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

2.8. TRANSFER OF MEMBERSHIP. Membership in the Association is not transferable or assignable.

2.9. INTEREST IN PROPERTY. None of the members of the Association shall ever have any right to or interest in any of the property, real or personal, of any kind or description, which is now or may in the future be owned and controlled by the Association.

ARTICLE III
DUES

3.1. ANNUAL DUES. The Board of Directors may determine from time to time the amount of annual dues payable to the Association by members.

3.2. PAYMENT OF DUES. Dues shall be payable annually on the first day of the Association’s fiscal year or, at the option of the member, dues may be paid in three installments, with payments due on the first day of July, October and January. New members shall pay full annual dues if they join within the first four (4) months of a fiscal year. If a new member joins during the second four (4) months of a fiscal year, the member shall be required to pay two-thirds (2/3) of the annual dues for that year and full dues thereafter. If a member joins in the last four (4) month period of a fiscal year, the member shall pay one-third (1/3) the annual dues for that year and full dues thereafter. If a member agrees to pay dues on a quarterly basis and then is suspended, expelled, terminated or otherwise withdraws from the Association for any reason, that member shall remain obligated to pay the remaining outstanding quarterly installments of the annual dues owed for that particular year.

3.3. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member shall be in default in the payment of dues for a period of three months from the beginning of the fiscal year or period for which such dues became payable, its membership may thereupon be suspended or terminated without further notice by the Board of Directors. The termination, suspension or withdrawal of membership does not relieve the member of its or his or her obligation to pay all dues accrued or owing.

ARTICLE IV
MEETINGS OF MEMBERS

4.1. ANNUAL MEETING. An annual meeting of the members shall be held beginning with the year 2001, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held at the annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as it may conveniently be held.

4.2. SPECIAL MEETINGS. Special meetings of the members may be called by the Executive Director, Chair, a majority of the Board of Directors, or not less than one-third (1/3) of the members having full voting rights.

4.3. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the District of Columbia, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Association in the District of Columbia; but if all of the members shall meet at any time and place, either within or without the District of Columbia, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

4.4. NOTICE OF MEETINGS. Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by regular or electronic mail, to each member entitled to vote at such meeting, not less than five nor more than fifty days before the date of such meeting, by or at the direction of the Executive Director, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If manually mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail and addressed to the member at its, his or her address as it appears on the records of the corporation, with postage thereon prepaid. If electronically mailed, the notice of a meeting shall be deemed to be delivered when transmitted to the Member at his or her e-mail address as it appears on the records of the corporation.

4.5. INFORMAL ACTION BY MEMBERS. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed or electronically mailed by all of the members entitled to vote with respect to the subject matter thereof.

4.6. QUORUM. The full members, whether represented in person or by proxy, holding one-half of the votes which may be cast at any meeting shall constitute a quorum at such meeting. Said members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a quorum is not present at the call of any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

4.7. PROXIES. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
4.8. VOTING. At a duly called and organized meeting, a vote by a majority of members present or represented by proxy shall be necessary to adopt any matter voted upon unless a greater proportion is required by law or by these Bylaws. Voting in all matters, including election of Directors, may be conducted by regular or electronic mail.

ARTICLE V
BOARD OF DIRECTORS

5.1. GENERAL POWERS. All of the business and affairs of the Association shall be managed and controlled by the Board of Directors.

5.2. QUALIFICATIONS. In order to be a Director of the Association beginning with the effective date of these bylaws, an individual must be an officer, director or employee of a full member. All sitting Directors of the Association prior to the effective date of these amended bylaws are eligible to remain as Directors and to continue to be reelected as Directors regardless of their classification of membership.

5.3. NUMBER, ELECTION AND TENURE. The number of Directors shall be no less than three (3) and no more than seventeen (17). The initial Board of Directors shall consist of 7 members, who shall be elected by the Association’s members at the annual meeting of the Association’s members. From and after July 1, 2001, the Directors shall be divided into three classes consisting of 2 Directors in the first class, 2 in the second, and 3 in the third, with the term of office of the first class to expire at the 2002 annual meeting members, the term of office of the second class to expire at the 2003 annual meeting of members, and the term of office of the third class to expire at the 2004 annual meeting of members. At each annual meeting of members, the Directors chosen to succeed the one whose term expired shall be identified as being of the same class as the Director they succeed and shall be elected for a term expiring at the third succeeding annual meeting of members. Any increase or decrease in the size of the board of Directors shall be done in a manner that preserves the relative size of each class of Directors.
A Director shall serve until his or her successor is elected and qualified, or until the earlier of that Director’s death, resignation, disqualification or removal. Any vacancy on the Board of Directors shall be filled in accordance with Section 5.11 of this Article and such Director shall hold office for the remaining term of such Director. At a meeting at which any such successor Director is to stand for election, the Board of Directors shall specify the class to which such Director is to be elected.

5.4. REGULAR MEETINGS. A regular annual meeting of the Board of Directors shall be held, at such time and place as shall be designated by the Executive Director or Chair in the notice of the meeting, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The Board of Directors may provide by resolution or consent for the holding of additional regular meetings. Directors may participate and vote in Regular Meetings by telephone.

5.5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by, or at the direction of the Executive Director or Chair, or by a majority of the voting Directors then in office, to be held at such time and place, either within or without the District of Columbia as shall be designated in the notice of the meeting. Directors may participate and vote in Special Meetings by telephone.

5.6. NOTICE. Notice of the time and place of any meeting of the Board of Directors shall be given at least five days prior thereto by written notice delivered personally or sent by regular or electronic mail or facsimile transmission to each Director at his or her address as shown on the records of the Association. If manually mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If electronically mailed, such notice shall be deemed to be delivered when transmitted by the sender to the Director’s e-mail address. If notice be given by facsimile transmission, such notice shall be deemed to be delivered when the facsimile transmission is transmitted by the sender to the Director’s facsimile number. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board needs be specified in the notice or waiver of notice of such meeting, unless otherwise required by law.

5.7. QUORUM. A majority of all Directors then serving shall constitute a quorum for the transaction of business at any meeting of the Board.

5.8. PROXIES AND SUBSTITUTE DIRECTORS. A Director may not vote by proxy provided, however, that a Director who meets the qualifications of Section 5.2(ii) may designate an individual who is an officer, director or senior executive of the same full member to substitute for such Director at a specific meeting of the Board of Directors. The Executive Director and Chair shall be notified, orally, in writing or by e-mail of such a substitution in advance of the meeting where it shall occur. The name of the substitute, together with the names of the Director and full member being represented, shall be recorded in the minutes of the meeting. A substitute Director shall assume and may exercise all the powers of a Director at the meeting but may not exercise the powers of any other office.

5.9. MANNER OF ACTING.
5.9.1. Formal Action By Directors. Except for the removal of a Director pursuant to Section 5.10 hereof, the act of a majority of Directors (including substitute Directors as authorized by Section 5.8) present at a meeting at which a quorum is present shall be the act of the Board of Directors.

5.9.2. Informal Action By Directors. No action of the Board of Directors shall be valid unless taken at a meeting at which a quorum is present except that any action which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by each Director entitled to vote.

5.10. RESIGNATIONS AND REMOVAL.
5.10.1. Voluntary Resignation. Any Director may resign from the Board at any time by giving written notice to the Executive Director, Chair or the Secretary of the Association and unless otherwise specified therein, the acceptance of such resignation by the Board of Directors shall be necessary to make it effective.

5.10.2. Automatic Resignation. In the event a Director ceases to be a full member or an officer, director or employee of a full member, the Director shall be deemed to have automatically resigned from the Board of Directors at that time, whether or not notice of such action is given to the Association.

5.10.3. REMOVAL. A Director may be removed from the Board of Directors without cause by the vote of two-thirds (2/3) of the Directors then in office. Additionally, a Director who holds such position by virtue of being an officer, director or employee of a full member shall be deemed removed upon written notice to the Executive Director, Chair or the Secretary of the Association from said member.

5.11. VACANCIES. Any vacancy occurring in the Board of Directors shall be filled by an affirmative vote of a majority of the remaining Directors; provided, however, if such vacancy arises because an individual is no longer an officer, director or employee of a full member or no longer is designated by the full member as a Director, the full member shall have the right to designate a replacement Director.

5.12. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefore.
5.13. PROCEDURE. The Chair shall preside at meetings of the Board of Directors. The Board of Directors may adopt its own rules of procedure which shall not be inconsistent with these Bylaws.

ARTICLE VI
COMMITTEES

6.1. ESTABLISHMENT AND MEMBERSHIP OF COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate an Executive Committee, consisting of the Association’s principal officers, and may designate other committees consisting of two or more persons, who may or may not be Directors.
The Board of Directors may designate one or more Directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee. Each member of each such committee shall serve at the pleasure of the Board of Directors.

6.2. AUTHORITY OF COMMITTEES. The Board of Directors may delegate to the Executive Committee or other committees all such authority of the Board of Directors that it deems desirable, except that neither the Executive Committee, nor any other committee, shall have and exercise the authority of the Board of Directors to:
(a) Alter, amend or repeal the Bylaws;
(b) Amend the Articles of Incorporation;
(c) Fill vacancies in the Board of Directors; or
(d) Adopt a plan of distribution of the corporate assets.
The designations of any such committees and the delegation thereto of authority shall not relieve any Director of any responsibility imposed by law.

6.3. REPORTING TO BOARD OF DIRECTORS. The Executive Committee or any other committee shall report any actions taken to the meeting of the Board of Directors next following the taking of such action, unless the Board of Directors otherwise requires.

6.4. CONDUCT OF COMMITTEE MEETINGS. So far as applicable, the provisions of these Bylaws relating to the conduct of meetings of the Board of Directors shall govern meetings of the Executive Committee.

ARTICLE VII
OFFICERS

7.1. PRINCIPAL OFFICERS. The principal officers of the Association shall be a Chair of the Board, a Chair Elect/Vice Chair, a Secretary, a Treasurer and Executive Director. No member may hold more than one office.

7.2 OTHER OFFICERS. The Board of Directors may establish such other offices as the Board may from time to time deem necessary and desirable.

7.3. ELECTION AND TERM OF OFFICE. The officers of the Association other than the Executive Director shall be elected by the Board of Directors at its regular annual meeting. If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer other than the Executive Director shall hold office for a term of one year and until his or her successor shall have been elected unless he or she shall sooner resign or be removed. The Executive Director is appointed by and serves at the pleasure of the Board of Directors.

7.4. REMOVAL AND RESIGNATIONS. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Association would be served thereby. Any officer may resign at any time by giving written notice to the Chair or Secretary of the Association, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
7.5. VACANCIES. Vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.
7.6. CHAIR OF THE BOARD. The Chair of the Board shall preside at all meetings of the members and of the Board of Directors. The Chair shall be elected from among the Directors of the Association.

7.7. CHAIR ELECT. In the absence of the Chair, the Chair Elect (or in the event of more than one Vice Chair, the Vice Chairs in the order of their election) shall perform the duties of the Chair. Any Vice Chair shall perform such other duties as from time to time may be assigned to him or her by the Chair or by the Board of Directors.

7.8. TREASURER. The Treasurer shall in general perform all the duties of the office of the Treasurer as from time to time may be assigned by the Chair or by the Board of Directors. Such duties shall include, but not be limited to, preparing quarterly and annual financial reports for the Board of Directors

7.9. SECRETARY. The Secretary shall in general perform all duties of the office of Secretary as from time to time may be assigned by the Chair or the Board of Directors. Such duties shall include, but not be limited to, keeping the minutes of all Board Meetings.

7.10. EXECUTIVE DIRECTOR. The Executive Director shall be the Association’s chief executive officer and shall in general supervise and control all of the business and affairs of the Association including charge and custody of, and responsibility for, all funds, securities and corporate records. The Executive Director shall be a nonvoting ex officio member of the Board of Directors. In general, the Executive Director shall perform all duties incident to the office of the Executive Director and such other duties as may be prescribed by the Board of Directors from time to time.

7.11. COMPENSATION. The Board of Directors shall fix the compensation of all officers of the Association.

ARTICLE VIII
CONTRACTS, LOANS, CHECKS, DEPOSITS AND GIFTS

8.1. CONTRACTS. The Board of Directors may authorize any officer or agent of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

8.2. BORROWING. No loan shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

8.3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by the Chair and the Treasurer, unless otherwise authorized by the Board of Directors.

8.4. DEPOSITS. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.

8.5. GIFTS. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any specific purpose of the Association.

ARTICLE IX
MISCELLANEOUS

9.1. BOOKS AND RECORDS. The Association shall keep correct books and records of account and shall also keep records of the minutes of the proceedings of the Board of Directors. Copies of the minutes of the meetings of the Board of Directors shall be regularly distributed to each member of the Board of Directors. Records of account shall be reported regularly to the Board of Directors and annually to the membership. Such records may be audited by an independent certified public accountant upon request of two-thirds (2/3) of the Board of Directors or the Membership.

9.2. FISCAL YEAR. The fiscal year of the Association shall begin on the __________ and end on the last day __________ in each year unless otherwise determined by resolution of the Board of Directors.

9.3. SEAL. The Board of Directors may provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words "Nonprofit Corporation" and the district of incorporation.

9.4. WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the District of Columbia Nonprofit Corporation Act or under the provisions of the Articles of Incorporation of the Association or these Bylaws, a waiver thereof in writing signed by the persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

9.5. LOANS TO OFFICERS AND DIRECTORS PROHIBITED. No loans shall be made by the Association to its officers or Directors.

9.6. ADDITIONAL ORGANIZATIONS. The Board of Directors may authorize the formation of such auxiliary organizations as would in the opinion of the Board assist in the fulfillment of the purposes of the Association.

9.7. RULES. The Board of Directors may adopt, amend or repeal rules (not inconsistent with these Bylaws) for the management of the internal affairs of the Association and the governance of its officers, agents, committees and employees.

ARTICLE X
INDEMNIFICATION

10.1 GENERAL. Except as prohibited under Chapter 42 of the Internal Revenue Code and the regulations thereunder, the Association shall indemnify every person, who is or has been a Director or officer of the Association, and each such person’s heirs and legal representatives where such person is a party or is threatened with being made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including all appeals, by reason of the fact that such person is or was a Director or officer of the Association, or is or was serving at the request of the Association in any capacity for any other business organization, against expenses (including attorney’s fees), judgment, decrees, fines, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding shall not of itself create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in or not opposed to the best interests of the Association or, with respect to any criminal action, suit or proceeding, that he had reasonable cause to believe that his conduct was unlawful. The Association shall not indemnify any person who willfully or in bad faith contravenes the best interests of the Association or violates any bylaws of, or obligations to, the Association. Such willful bad acts include, but are not limited to, violations of the Association’s antitrust policy set forth in Article XI. The foregoing right of indemnification shall be in addition to all rights to which any such Director or officer may be entitled as a matter of law.

10.2. LIABILITY INSURANCE. The Association may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a Director or officer of the Association or is or was serving at the request of the Association in any capacity for any other business organization, insuring the Association and such person against any liability asserted against such person and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify such person against such liability under the provisions of this Bylaw or applicable law.

ARTICLE XI
ANTITRUST POLICY

11.1. GENERAL POLICY. It is the undeviating policy of the Association to comply strictly with the letter and spirit of all state (including the District of Columbia), federal, and applicable international trade regulations and antitrust laws. Any activities of the Association or Association-related actions of its staff officers, directors or members which violate these regulations and laws are detrimental to the interests of the Association and are unequivocally contrary to Association policy. Appropriate counsel shall attend all Members and Board of Directors meetings. Attendance of counsel at other meetings shall be at the discretion of the Executive Director.

11.2. SANCTIONS. Members, officers, Directors or employees who participate in conduct which the Board of Directors, by a two-thirds majority vote, determines to be contrary to the Association antitrust compliance policy, shall be subject to disciplinary measures up to, and including, expulsion or termination.

ARTICLE XII
AMENDMENTS TO BYLAWS

12.1. POWER TO AMEND. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting of the Board.

CERTIFICATE
I, _____________________, Secretary of the Software and Technology Vendors Association, certify that the foregoing Bylaws were adopted at a meeting of the membership on the day of __________, 2003.

____________________________________
Secretary

 

 

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