BYLAWS OF THE TECHNOLOGY IN BUSINESS SCHOOL ROUNDTABLE

ARTICLE I - NAME, PURPOSE

Section 1: Name
The name of the organization shall be the Technology in Business Schools Roundtable (TBS Roundtable or TBSr).

Section 2: Jurisdiction
The Technology in Business Schools Roundtable is incorporated as a non-profit organization under the Societies Act of the State of Iowa. The definitions in the Societies Act on the date these bylaws become effective apply to these bylaws unless otherwise defined in these bylaws.

Section 3: Purpose
The TBS Roundtable was formed to meet the unique information technology challenges faced by AACSB-accredited business schools and colleges by fostering collaboration among the technology leadership of these business schools and colleges; to improve the overall quality of the technology efforts of our schools and colleges; to share best practices knowledge and experiences in an environment of trust; and to increase collaboration among technology leaders at peer institutions.

ARTICLE II - MEMBERSHIP

Section 1: Membership
Membership shall be open to any AACSB-accredited business school that supports the statement of purpose in Article 1, Section 3 and makes payment of the appropriate membership dues.

Section 2: Voting Representatives
Each member school of TBS Roundtable shall appoint one voting representative. Therefore, if more than one representative from a member school actively participates in TBS Roundtable, the voting representative from that school should be clearly designated. A voting representative may appoint an alternate to act in their stead. The voting representative or their appointed alternate must notify the Secretary, or chair if a committee or working group, of the voting representative change prior to a vote taking place. Such notification may be written or electronic, but must come from the voting representative.

Voting representative status may be conferred on a non-voting representative by resolution at an Annual Meeting or Special Meeting by a Sixty percent (60%) affirmative vote of the voting members present at said meeting if it is deemed to have quorum.

Section 3: Non-Voting Representatives
The Board of Directors shall have the authority to establish, define and limit the number of participating non-voting representatives from member schools or external organizations.

Section 4: Obligations
Each member institution must make timely payment of the appropriate annual membership dues.

Each member school or external organization is expected to take an active role in one of the TBS Roundtable committees by one or more representatives who are IT leaders and/or decision-makers.

Each representative, voting or non-voting, shall ensure that their contact information, including E-Mail address of record is correct in accordance with procedures set out by the TBS Roundtable Board of Directors.

Section 5: Termination of Institutional Membership
Membership in the TBS Roundtable shall terminate when the member school (a) fails to maintain AACSB accreditation; or (b) fails to meet their membership obligations.

Section 6: Revocation of Individual Membership

A voting or a non-voting representative may have their association with the TBS Roundtable revoked by: (a) a resolution of the TBS Roundtable Board of Directors; or (b) a Sixty percent (60%) affirmative vote by those TBS Roundtable voting representatives present at an Annual or Special Meeting deemed to have quorum.

Such membership revocation shall remain in force until the lesser of the beginning of next Annual Meeting or until rescinded by: (a) the TBS Roundtable Board of Directors if the representatives association was revoked by the TBS Roundtable Board of Directors; or (b) a Sixty percent (60%) affirmative vote by those TBS Roundtable voting representatives present at an Annual of Special Meeting deemed to have quorum.

A representative whose association with the TBS Roundtable has been revoked by the Board of Directors may petition the Board of Directors for reinstatement.

ARTICLE III - MEETINGS OF MEMBERS

Section 1: Meetings
The TBS Roundtable will hold an Annual Meeting each calendar year, no more than 15 months after the immediately previous Annual Meeting. The TBS Roundtable may hold additional Special Meetings from time-to-time as required. Either type of meeting may be held using electronic conferencing technology.

Section 2: Annual Meeting.
The date of the Annual Meeting shall be set by the Board who shall also set the agenda and choose the host school. The chosen host school will be announced at the Annual Meeting for the next Annual Meeting.

Section 3: Special Meetings.
Special Meetings may be called by the Chair; a simple majority of the Board; or by a petition signed by Twenty (20) voting representatives or Five percent (5%) of the voting representatives, whichever is less. A petition may consist of several documents each signed by one or more of the petitioners and must state the purpose of the Special Meeting. The petition may be delivered electronically.

Only the business stated in the notice for the Special Meeting may be conducted at the Special Meeting.

If the Board fails to convene a Special Meeting within Sixty (60) days of receipt of a Special Meeting petition from the TBS Roundtable membership the petitioners, or a simple majority of them, may themselves convene a Special Meeting within One Hundred Twenty (120) days of the date of delivery of the petition. A Special Meeting convened by the petitioners must be convened in the same manner, as nearly as possible, as Special Meetings convened by the Board.

Special Meetings convened through lack of quorum at an Annual Meeting, as per Section 5, may only have on their agenda those items that were on the agenda of the Annual Meeting where quorum was not reached.

Section 4: Notice.
Notice of each meeting shall be given to each voting representative by E-Mail to his or her E-Mail address of record. Annual meetings require a minimum of Ninety (90) calendar days notice. Special meetings require a minimum of Ten (10) calendar days notice. The accidental omission to give notice of a meeting or the non-receipt of notice by any representative entitled to receive notice does not invalidate the proceedings at that meeting.

Section 5: Quorum
No business shall be conducted or resolutions passed at a meeting unless quorum is present. The number of voting members required to constitute a quorum is Sixty percent (60%). If quorum is not reached at an Annual Meeting that meeting shall be re-convened as a Special Meeting at a date, decided by the Chair, not to exceed Twenty-One (21) calendar days after the Annual Meeting. Those members present at such a Special Meeting will be considered to constitute quorum.

Section 6: Attendance
The Board shall have the authority to limit the number of non-voting representatives from member schools or external organizations who attend meetings.

Section 7: Meeting Procedures
All meetings of the general membership, the Board of Directors, committees or working groups will be governed by Robert’s Rules of Order.

ARTICLE IV - BOARD OF DIRECTORS

Section 1: Board Role, Size, Composition.
The TBS Roundtable Board of Directors (Board) is responsible for overall policy and direction of the TBS Roundtable. Every effort shall be made that the Board shall be composed by an odd number of members and that the Board shall have at least 9 and no more than 11 members elected from and by the TBS Roundtable voting representatives. If necessary, an Annual Meeting Host Representative (as specified in Section 10) may also be included as an unelected member.

Members of the Board receive no compensation. Reimbursement of reasonable expenses related to TBS Roundtable activities is permitted, subject to Board approval.

Section 2: Meetings.
The Board shall meet at least quarterly, at an agreed upon time and place. Meetings may be held using electronic conferencing technology.

Section 3: Board Nominations Committee.
A Board Nominations Committee shall be appointed by the Board to identify nominees to the Board from among the TBS Roundtable voting representatives. The Board Nomination Committee shall have three members chosen either from the Board members or from the TBS Roundtable membership. The mandate of the Board Nominations Committee shall not extend past the beginning of the Board election.

Section 4: Election Procedures.

Regular Board elections will be held during the first Three (3) calendar weeks of June of each year. Board members stand for Three (3) year terms commencing July 1st.

Nominations for the Board may come from the membership or from the Board Nomination Committee. Nominations from the TBS Roundtable membership must be accompanied by the endorsement of at least Five (5) other TBS Roundtable voting representatives. The Board Nomination Committee shall be responsible for nominating a slate of candidates no fewer in number than the number of positions to be filled. All nominees must be voting representatives from member schools of the TBS Roundtable and agree to run. All nominations must be received by the Secretary at least seven (7) calendar days before the election is slated to begin. Write-In votes will also be accepted and counted. Each voting member will receive One (1) vote for each of the vacant positions on the Board. Voting will be by secret ballot, either electronic or by paper in accordance to the procedures set out by the Board.

Section 5: Term.
Board member terms are staggered for purposes of continuity. All Board members shall serve three-year terms, but are eligible for re-election. However, no Board member shall serve more than two consecutive three-year terms.Section

6: Quorum.
No business shall be conducted or resolutions passed at a Board Meeting unless quorum is present. The number of Board Members required to constitute a quorum is Sixty percent (60%).

Section 7: Notice.
A schedule of Board meetings may be organized and agreed upon during any Board meeting. All Board meetings require a minimum of fourteen (14) calendar days notice. Notice of each meeting shall be given to each Board member by E-Mail to their E-Mail address of record. The accidental omission to give notice of a meeting or the non-receipt of notice by any Board member entitled to receive notice does not invalidate the proceedings of that meeting.

Section 8: Officers
There shall be three officers of the Board consisting of a Chair, Secretary and Treasurer. The officers shall be elected by the Board at the Board Meeting that follows directly after the newly elected Board Members are seated and will serve in that position for one year. Their duties are as follows:

The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for another member of the Board to preside at each meeting.

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. The Secretary will also communicate news of interest to the TBS Roundtable membership as necessary.

The Treasurer shall make a report to the Board at least annually. The Treasurer shall assist in the preparation of the budget, help develop fund-raising plans, and make financial information available to Board members, the TBS Roundtable membership and the public as necessary and/or appropriate.

Section 9: Board Duties:
The Board shall be responsible for the following duties:

Meeting transcription: The Board shall be responsible for maintaining record of its actions. This includes maintaining minutes of all board meetings, sending out meeting announcements to members, and assuring that corporate records are maintained. The Board will also communicate news of interest to the membership as necessary.

Conference Management: The Board is responsible for managing conference activities, which includes the annual meeting as well as representation as appropriate at AACSB and EDUCAUSE functions. Management of these duties may be delegated to a Board Member or to a member at-large, whichever is most feasible for that particular event. Responsibilities for the annual meeting include, but are not limited to, scheduling the necessary facilities for presentations, reserving hotel rooms, and assisting with social events at the annual meeting. Responsibilities for other events may include attending and presenting at AACSB and EDUCAUSE events, creating agendas for these events, and sufficient notification to the membership when TBS Roundtable representation will be attending these meetings.

Communications: The TBS Roundtable will provide an electronic presence to disseminate information to both the public and to the TBS Roundtable membership. The conduit for the TBS Roundtable membership should be password protected. The TBS Roundtable electronic presence may be any prevalent technology appropriate to the target audience. Examples may be, but are not limited to, web pages, RSS feeds, news feeds, E-Mail, etc.

Section 10: Annual Meeting Host School Representative
The representative of the host school for the next Annual Meeting is deemed a member of the Board. If that representative is not currently a Board member then they will be considered a voting member of the Board only for matters pertaining to the next Annual Meeting; for other matters they shall be considered a non-voting member of the Board. The Annual Meeting host school representative shall have the right to attend all Board meetings during the period that their represented school is the next Annual Meeting host school.

Section 11: Vacancies.
When a vacancy on the Board exists a special election will be called to fill the vacated Board position. If a Board position is vacated with more than six (6) months remaining in its term a special election will be called within sixty (60) days. Where the remaining term of a vacated Board position is less than six (6) months the Board, at its discretion, may call a special election to be held as a separate stand-alone election or postpone the special election to coincide with the Regular Board elections as per Article IV section 4. Nominations and voting procedures for a special election will follow the same procedures, as nearly as possible, as Regular Board elections. All vacancies will be filled only to the end of the particular vacating Board member’s term.

Section 12: Termination of Board Membership.
A member of the Board ceases to be a Board Member when One (1) of the following conditions occurs: (a) when that Board Member ceases to be a member of the TBS Roundtable; (b) when that Board Member gives notice of their intent to resign in writing to the Chair or presents such written notice at a Board Meeting; (c) by a minimum Seventy-Five percent (75%) affirmative vote by the remaining Board Members; or (d) by a minimum Sixty percent (60%) affirmative vote by those TBS Roundtable voting representatives present at an Annual or Special Meeting deemed to have quorum.

Section 13: Special Board Meetings
Special Meetings of Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by E-Mail by the Chair to each Board member at least Seven (7) days in advance, whenever practical, to their E-Mail address of record. The accidental omission to give notice of a meeting or the non-receipt of notice by any Board member entitled to receive notice does not invalidate the proceedings a that Board Meeting.

Section 14: TBS Roundtable Membership Dues
The Board will set the schedule for TBS Roundtable membership dues.

ARTICLE V – COMMITTEES AND WORKING GROUPS

Section 1: Committees and Working Groups
The Board may create Committees and Working Groups as needed to work on special topics.
Committees and Working Groups will be offered communication space for collaboration and will report back to the Board and where appropriate the TBS Roundtable membership on their progress as specifically defined in their mandate.

Section 2: Membership
Committees and Working Groups shall be made up of representatives to the Technology in Business Schools Roundtable. Members may be voting or non-voting representatives. All members of the committees or working groups shall have a single vote with respect to fulfilling the mandate of the committee or working group. Each Committee or Working Group may invite non-voting members and/or experts to fulfill its mandate as it sees fit.

ARTICLE VI - AMENDMENTS

Section 1: Amendments
Necessary amendments to these Bylaws may be proposed by any voting representative at least one month prior to the Annual Meeting. Proposals must be submitted to the Chair and the Chair will communicate the proposal to all voting representatives. The amendment must be ratified by at least two-thirds of the voting representatives in attendance at the Annual Meeting or Special Meeting deemed to have quorum.

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