BYLAWS OF TWO WAY INTERACTIVE CONNECTIONS IN EDUCATION

ARTICLE I: OFFICES

Principal Office.  The principal office of the corporation shall be such place within the state of Michigan as the board of directors may determine from time to time.

ARTICLE II: MEMBERS

There shall be no members.

ARTICLE III: BOARD

3.01     General Powers.  The business, property, and affairs of the corporation shall be managed by the board of directors.

3.02     Number.  There shall be no less than 7 nor more than 18 directors on the board as shall be fixed from time to time by the board of directors.  Directors shall be individuals selected from educational service agencies, school districts, universities, or other non-profit K - 20 educational institutions. Directors shall serve as individuals.

3.03     Term Limitations.  Directors serve without term limitation.

3.04     Resignation.  A director may resign at any time by providing written notice to the Corporation.  The resignation shall be effective on receipt or at a later time designated in the notice.  A successor shall be appointed as provided in section 3.06 of the bylaws.

3.05     Removal.  Any director may be removed with cause by a majority vote of the remaining directors on the board.  Cause includes poor attendance at meetings of the board.

3.06     Board Vacancies.  A vacancy on the board shall be filled with a person selected by the remaining directors on the board.

3.07     Annual Meeting.  An annual meeting shall be held at the time and place determined by the board of directors.

3.08     Regular meetings.  Regular meetings of the board may be held at the time and place determined by resolution of the board without notice other than the resolution.

3.09     Special Meetings.  Special meetings of the board may be called by the president or any two directors at the time and place determined by those persons authorized to call special meetings.  Notice of the time and place of special meetings shall be given to each director in any manner at least three days before the meeting.

3.10     Statement of Purpose.  Neither the business transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice of that meeting.

3.11     Waiver of Notice.  The attendance of a director at a board meeting shall constitute a waiver of notice of the 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.  In addition, the director may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.

3.12     Meeting by Telephone or Similar Equipment.  A director may participate in a meeting by conference telephone or any similar communications technology through which all persons participating in the meeting can hear each other.  Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

3.13     Quorum.  A majority of the directors then in office constitutes a quorum for the transaction of any business at any meeting of the board.  Actions voted on by a majority of directors present at a meeting where a quorum is present shall constitute authorized actions of the board.

3.14   Consent to Corporate Actions.  Any action required or permitted to be taken pursuant to authorization of the board may be taken without a meeting if, before and after the action, all directors consent in writing.  Written consents shall be filed with the minutes of the board’s proceeding.

ARTICLE IV: COMMITTEES

The board, by resolution adopted by a vote of a majority of its directors, may designate one or more committees, each committee consisting of one or more directors.  The board may also designate one or more directors as alternate committee members who may replace an absent or disqualified member at a committee meeting.  If a committee member is absent or disqualified from voting, then members present at the meeting who are not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint an alternate committee member to act at the committee meeting in place of the absent or disqualified member.  All committees designated by the board shall serve at the pleasure of the board.

A committee designated by the board may exercise any powers of the board in managing the corporation’s business and affairs, to the extent provided by resolution of the board.  However, no committee shall have the power to

a. amend the articles of incorporation;
b. adopt an agreement of merger or consolidation;
c. amend the bylaws of the corporation;
d. fill vacancies on the board; or
e. fix compensation of the directors for serving on the board or on a committee.

4.02     Meetings.  Committees shall meet as directed by the board, and their meetings shall be governed by the rules provided in Article III for meetings of the board.  Minutes shall be recorded at each meeting and shall be presented to the board.

4.03     Consent to Committee Actions.  Any action required or permitted to be taken pursuant to authorization or a committee may be taken without a meeting, if before or after the action, all members of the committee consent to the action in writing.  Written consents shall be filed with the minutes of the committee’s proceedings.

ARTICLE V: OFFICERS

5.01     Number.  The officers of the corporation shall be appointed by the board.  The officers shall be a president, a secretary, and a treasurer.  There may also be a chairperson, president-elect, and such other officers as the board deems appropriate.  The president shall be a voting member of the board.  Two or more offices may be held by the same person, but such person shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or by the president or by the board to be executed, acknowledged, or verified by two or more officers.

5.02     Term of office.  Each officer shall hold office for one year. The Officers’ Terms shall commence at the annual retreat before the school year that they serve. An officer may resign at any time by providing written notice to the corporation.  Notice of resignation is effective on receipt or at a later time designated in the notice.

5.03     Removal.  An officer appointed by the board may be removed with or without cause by a vote of the majority of the board.  The removal shall be without prejudice to the person’s contract rights, if any.  Appointment to an office does not of itself create contract rights.

5.04     Vacancies.  A vacancy in any office for any reason may be filled by the board.

5.05     President.  The president shall be the chief executive officer of the corporation and shall have authority over the general control and management of business and affairs of the corporation.  The president, with the majority vote of the board, shall have the power to appoint or discharge employees, agents or independent contractors, to determine their duties, and to fix their compensation.  The president shall sign all corporate documents and agreements on behalf of the corporation, unless the president or the board instructs that the signing be done with or by some other officer, agent, or employee.  The president shall see that all actions taken by the board are executed and shall perform all other duties incident to the office.  This is subject, however, to the president’s right and the right of the board to delegate any specific power to any other officer of the corporation

5.06     President-Elect.  The president-elect, if any, shall have the power to perform duties that may be assigned by the president or board.  If the president is absent or unable to perform his or her duties, the president-elect shall perform those duties until the board directs otherwise.  The president-elect shall perform all duties incident to the office.

5.07     Secretary.  The secretary shall (a) keep minutes of the board meetings; (b) be responsible for providing notice to each director as required by law, the articles of incorporation, or these bylaws; (c) be the custodian of corporate records; (d) keep a register of the names and addresses of each officer, and director; and (e) perform all duties incident to the office and other duties assigned by the president or the board.

5.08     Treasurer.  The treasurer shall (a) have charge and custody over corporate funds and securities; (b) keep accurate books and records or corporate receipts and disbursements; (c) deposit all money and securities received by the corporation at such depositories in the corporation’s name that may be designated by the board; (d) complete all required corporate filings; (e) maintain an accurate up-to-date membership list, and (f) perform all duties incident to the office and other duties assigned by the president of the board.

ARTICLE VI: CORPORATE DOCUMENT PROCEDURE

All corporate documents shall not be signed by any officer, designated agent, or attorney-in-fact unless authorized by the board or by these bylaws.

ARTICLE VII: FISCAL YEAR

The fiscal year of the corporation shall end on June 30.

ARTICLE VIII: AMENDMENTS

The board of directors at any regular or special meeting may amend or repeal these bylaws by a majority vote, if notice setting forth the terms of the proposal has been given in accordance with any notice requirements for board meetings.