Bylaws of the New Mexico K-12 CIO Council,
a Chapter of the Consortium for School Networking (CoSN), (national)
an affiliate of the NM Coalition of School Administrators (NMCSA) (state)
Article I. NAME
- The name of the Corporation is the New Mexico K-12 CIO Council, a chapter of
the Consortium for School Networking (CoSN) (hereinafter referred to as “the
Chapter”), an affiliate of NMCSA.
Article II. PURPOSE
- The New Mexico K-12 CIO Council will assist New Mexico K-12 school districts
in understanding how to plan for the use and successful implementation of
information technology in New Mexico school districts and advocate for district
technology needs to improve student learning.
Article III. CHAPTER OFFICE
- The office of the Chapter shall be at such place as the Board of Directors
may from time to time decide. The New Mexico K-12 CIO Council will be an
institutional membership organization and will be a chapter of the Consortium of
School Networking in the District of Columbia and an affiliate of NMCSA.
- Eligibility and Rights of Chapters as Defined by COSN
- State and nonprofit organizations whose mission and objectives are aligned
with the CoSN mission and objectives are eligible to be considered for a Chapter
- A Chapter (as an organization) shall have no participation rights in CoSN committees, voting or related CoSN business activities.
- Each institutional member of the proposed Chapter must be a current
institutional member of CoSN (Article IV. A.1.) and will continue to receive all
membership rights afforded by their CoSN membership (see Article IV.B.).
- Affiliate educator and affiliate corporate members may join CoSN, but are
not required to join CoSN, and will receive CoSN member benefits only upon
joining the national organization.
- The Chapter has been approved by the CoSN Board of Directors.
Article IV. MEMBERSHIP
- The New Mexico K-12 CIO Council is an institutional membership organization
open to K-12 school districts. Other education agencies and other interested
parties in the state of New Mexico may join as affiliate educator or affiliate
corporate members. The primary audience will be the Chief Officer (CIO)* of K-12
districts. Members as used in these bylaws are institutional members and
affiliate members of the Chapter.
*The Chapter recognizes that job titles vary from district to district, but the
term Chief Information Officer (CIO) will be used to represent the lead person
that is responsible for the maintenance and operations of technology in K-12
- Categories of Membership
There are three categories of membership:
- Institutional –School District level
- Affiliate Educator
- Affiliate Corporate
- Eligibility and Rights of Institutional Members – School District Level
- New Mexico school districts are eligible to join as Institutional Members.
- Each Institutional Member will designate one official representative
(district CIO) and one alternate who will function in the absence of the
- Each official representative of an Institutional Member shall be entitled to
one (1) vote on matters to be voted on by institutional members.
- Only official representatives of Institutional Members are eligible to serve
on the Chapter’s Board of Directors.
- Upon an Institutional Member transferring to another organization, the
Institutional Membership shall remain with the organization and is not
transferable to the individual.
- An Institutional Member may change and designate a different official
representative by written notice to the Chair.
- Institutional Members may designate additional, nonvoting staff who will
receive benefits of membership as defined by the Chapter Board of Directors.
- Eligibility and Rights of Affiliate Educator Members
- Individuals from educational entities such as colleges and universities,
education service centers, and the New Mexico Public Education Department are
eligible to be Affiliate Educator Members.
- Affiliate Educator Members have no voting rights and may not serve on the
Board of Directors.
- Affiliate Educator Members may serve on Chapter committees.
- Eligibility and Rights of Affiliate Corporate Members
- For-profit organizations are eligible to be Affiliate Corporate Members.
- Each Affiliate Corporate Member will designate one official representative
and one alternate who will function in the absence of the representative.
- Affiliate Corporate Members may designate additional employees to receive
chapter benefits as defined by the Board of Directors.
- Affiliate Corporate Members have no voting rights and may not serve on the
Board of Directors.
- Affiliate Corporate Member representatives or employees may not compose the
majority of any committee of the Chapter, except any committees created to
address issues specific to Affiliate Corporate Members.
Article V. GOVERANCE
- Board of Directors
Within the Chapter, policy decisions for the conduct of business shall be the
responsibility of the Board of Directors. Subject to any restrictions contained
in the Articles of Incorporation and these bylaws, the Board of Directors may
perform all acts permitted under state law. Membership in the Board of Directors
is as follows:
- The initial membership of the Board of Directors shall consist of the six (6)
members designated in the Articles of Incorporation. The initial Board may elect
such officers as it deems necessary to organize the Chapter.
- After the selection of officers by institutional district level members as
provided in these bylaws, the Board of Directors shall consist of six (6)
members as follows:
- Small-district representative
- Medium-School representative
- Large-district representative
- At such time as there exists a Past-Chair, the Past-Chair shall also be a
member of the Board of Directors. Thereafter, the Board of Directors shall
consist of seven (7) members.
Officers of the Chapter shall be the Chair, Chair-Elect, Secretary, Treasurer,
Small-district representative, Large-district representative and Past-Chair,
elected annually from among the Institutional District Level Members. These
officers will comprise the Board of Directors.
- Chair. The Chair shall call and preside at all meetings of the Board and
business meetings of the Chapter membership. In cooperation with the Board of
Directors, the Chair shall prepare agendas for these meetings. The Chair shall
perform such other duties as may be prescribed by the Board of Directors.The
Chair shall be responsible for administering the work of the Chapter pursuant to
directions of the Board. The Chair may sign and execute any deeds, mortgages,
bonds, contracts, or other instruments that the Board of Directors shall
authorize the Chair to execute or have delegated to his or her discretion to
execute on behalf of the Chapter.
- Chair-Elect. The Chair-Elect shall assume the duties of the Chair in
his/her absence or upon request of the Chair. The Chair-Elect shall perform such
other duties as may be prescribed by the Board of Directors. The Chair-Elect
will be elected to a three-year term, serving the first year as the Chair-Elect,
the second year as Chair, and the succeeding year as Past Chair.
- Secretary. The Secretary shall be responsible for the records of the
Chapter, including taking and maintaining the minutes of the Annual Meeting,
meetings of the Board of Directors, and any other meetings of the Chapter. The
Secretary shall see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law or as directed by the Board of
Directors and shall perform such other duties as may be prescribed by the Board
- Treasurer. The Treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the business
transactions of the corporation, including full and accurate accounts of
receipts and disbursements, gains, losses, capital, retained business
transactions of the corporation, including full and accurate accounts of
receipts and disbursements, gains, losses, capital, retained earnings, and other
matters customarily included in financial statements. The books or account shall
be open to inspection by any director at all reasonable times.
- Small-district representative. The small-district representative shall be
elected from districts with a student population less than or equal to ?
students. Student count will be determined by most recent STARS student count.
- Medium-district representative. The small-district representative shall be
elected from districts with a student population ? students. Student count will
be determined by most recent STARS student count.
- Large-district representative. The large-district representative shall be
elected from districts with a student population greater than ?. Student count
will be determined by most recent STARS student count.
- Past-Chair. The Past-Chair shall assist in the transition of the new
Board. The Past-Chair shall perform duties at the discretion of the Chair.
Members of the Board of Directors shall serve terms of two years, staggered
so that approximately one-half are elected each year. Terms of the initial Board
will be determined by lottery. A Director may be re-elected for a second term
but may not serve more than four consecutive years, except the Past-Chair who
may serve one additional year. The time period whereby Directors may be
appointed to fill an interim position is not included in the four consecutive
years, two-term rule. A person may be re-elected to the Board after having been
off the Board for a period of one year.
- The Board shall each year appoint a Nominating Committee of at least three
Members two of whom do not serve on the Board. The Nominating Committee shall
nominate one or more candidates for each seat on the Board to which a Member is
to be elected in the upcoming election.
- Each year’s election shall be completed prior to the official opening of
the New Mexico K-12 CIO Council Annual Meeting at the annual CHECS conference in
the fall. The Nominating Committee shall submit its nominees to the Chair of the
Board at least ninety (90) days in advance of the opening of the Annual Meeting.
The Chair shall send a ballot to all institutional district level members in
good standing as of sixty (60) days prior to the commencement of the Annual
Meeting. Institutional district level members shall vote for the election of
officers and directors and all ballots shall be returned not later than thirty
(30) days prior to the commencement of the Annual Meeting. Election of officers
and directors shall require a vote of at least fifty-one (51%) percent of the
institutional district level members in good standing as of sixty (60) days
prior to the commencement of the Annual Meeting.
- Those elected to the Board and as officers shall assume their duties
during the Annual Meeting.
- Any Board Member may resign at any time by giving written notice to the
Chair of the Board of Directors. Such resignation may be of his/her role as a
Board Member or as a Member of any other body as may be pertinent at the time.
The resignation shall take effect at the time specified in the written notice;
and unless otherwise specified therein, acceptance of the resignation shall not
be necessary to make it effective.
- The Board will fill any vacancies on the Board for the interim between
Annual Meetings. At the next Annual Meeting following the vacancy, the
Institutional District Level Members will elect their new representative who
will serve the remainder of the term.
- A board member may be removed from office for cause by an affirmative vote
of the remaining members of the Board of Directors, exclusive of the Board
Member whose removal is being considered.
- Officers and Directors shall continue to serve until their successors have
been elected and take office.
For their service on the Board of Directors or other Committees or Task
Forces of the Chapter, Members shall not receive compensation, except that
reasonable expenses for attendance at meetings or for assignments undertaken on
behalf of the Chapter may be reimbursed as circumstances permit and pursuant to
policies of the Board of Directors.
- Committees and Task Forces
Committees and Task Forces of the Chapter may be established by the Board
from time to time.
- Fidelity Bonds
The Chapter may secure the fidelity of any or all of its Officers, Directors,
or agents by bond or otherwise.
Article VI. MEETINGS
- Annual Meeting
Members shall receive notification of the Annual Meeting electronically or by
U.S. Mail, not less than 60 days prior to the Annual Meeting.
- The purpose of the Annual Meeting shall be to conduct the business of the
Chapter and hold such other sessions as shall advance the purpose of the
- The Board of Directors will comprise the Planning Committee for the Annual
- Meetings of the Board of Directors
The Board of Directors shall meet in person during the Annual Meeting of the
Chapter and otherwise as permitted by applicable New Mexico law, either at the
call of the Chair or as the result of a ballot in which two-thirds of the Board
request such a meeting.
- Notice of the place, day and hour of the meeting is required electronically
or by U.S. Mail not less that 60 days prior to the Annual Meeting;
electronically or by U.S. Mail not less than 30 days prior to other meetings to
be attended in person; and electronically or by U.S. Mail, not less than 10 days
prior to a meeting to be conducted by telecommunications.
- Executive Sessions of the Board of Directors may be held at the discretion of
the Chair or at the request of any three Board Members present.
- Quorum Defined
For meetings of the Board of Directors, a quorum shall consist of not less than
half of the membership of the Board at the time of the meeting. For meetings of
the Chapter membership, a quorum shall be defined as those Members entitled to
vote and in attendance.
- Rules of Procedure
In the event of a question of order or procedure which arises and is not covered
in these bylaws, Robert’s Rules of Order (Revised), latest edition, shall
Voting may be conducted in person, by U. S. mail, electronic mail, or facsimile.
Article VII. COMMITTEES
- The Board of Directors of the Chapter has the authority to create committees and
task forces as needed to conduct the business of the chapter.
Article VIII. DUES AND FEES
- The Membership shall be assessed such annual dues for each year as fixed
annually by the Board of Directors. Notification of dues increases will be at
the Annual Meeting or via U.S. Mail or electronically at least 60 days prior to
taking effect. The fiscal year of the organization will begin July 1 and end on
Article IX. FINANCIAL REPORT
- A financial report, including an income statement and balance sheet for the
prior fiscal year, shall be presented at each Annual Meeting.
Article X. AMENDMENTS
- Upon the recommendation of two-thirds of the Members of the Board of Directors,
these bylaws may be altered, amended or repealed by a majority of the Members
voting at any Annual Meeting of the Chapter. Notice of the meeting shall include
a statement describing the subject matter of the proposed alteration, amendment
or repeal and the article(s) to be affected thereby and shall be given to the
members entitled to vote at least thirty (30) days prior to the proposed meeting
or vote on the amendment.
Article XI. INDEMNIFICATION
- To the extent permitted by the laws of the state of New Mexico, as the
same may be amended or superseded from time to time, the Chapter shall indemnify
any person made a party to an action by or in the right of the Chapter to
procure a judgment in its favor by reason of the fact that he or she, his or her
testator or intestate is or was a Director, Officer, or employee of the Chapter,
against reasonable expenses, including attorney’s fees, actually and necessarily
incurred by him or her in connection with the defense of such action, or in
connection with an appeal if an appeal there is, except in relation to matters
as to which such Director or Officer is adjudged to have breached his duty to
the Chapter under the New Mexico Nonprofit Corporation Act. In no event shall
indemnification include the amount paid in settling or otherwise disposing of a
threatened action or pending action which is settled or disposed of without
- To the extent permitted by the laws of the state of New Mexico, as the same
may be amended or superseded from time to time, the Chapter shall indemnify any
person made, or threatened to be made, a party to an action or proceeding other
that the one by or in the right of the Chapter to procure a judgment in its
favor, whether civil or criminal, including an action by or in the right of any
Corporation of any type or kind, domestic or foreign, or any partner-ship, joint
venture, trust or other enterprise, for any conduct which he or she reasonably
believed to be in the best interests of the Chapter and, in criminal actions or
proceeding, in addition, had no reasonable cause to believe that his or her
conduct was unlawful.
- The foregoing right of indemnification shall not be exclusive of other rights
to which he or she may be entitled, and the Chapter may purchase insurance as
authorized by the Board of Directors for the purposes of indemnification as
provided herein and to the full extent allowed by law.
Article XII. INTERESTED OFFICERS OR DIRECTORS
No contract or transaction between the Chapter and one or more of its Directors
or Officers, or between the Chapter and any other corporation partnership,
association, or other organization in which one or more of its Directors or
Officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the Director or Officer is
present at or participates in the meeting of the Board or Committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if:
- No benefit inures to an individual Director of Officer in contravention of
the requirements of the relevant subsection of the Internal Revenue Code Section
501(c); and either.
- The material facts as to his relationship or interest and as to the contract
or transaction are disclosed or are known to the Board of Directors or the
Committee, and the Board or Committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
Directors, even though the disinterested Directors be less than a quorum; or
- The contract or transaction is fair as to the Chapter as the time it is
authorized, approved or ratified, by the Board of Directors or a Committee
- Interested Directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a Committee which authorized the
contract or transaction.
Article XIII. DISSOLUTION
- The Chapter shall remain in existence until such time as:
- The Chapter votes by 2/3 majority of all current members to dissolve,
- The CoSN Board of Directors votes by 2/3 majority to revoke the Chapter’s
- Appeal ProcessShould the CoSN Board of Directors vote to revoke the charter of a Chapter,
the Chapter shall have the right to appeal the decision before the CoSN Board of
Directors at the next face-to-face Board Meeting.
- Disposition of Chapter AssetsAfter paying any outstanding debts, all remaining assets of a dissolved Chapter
revert to the national organization.
- Chapter DebtsCoSN shall not be obligated to pay any Chapter debts incurred in excess of
Chapter assets unless the Chapter was authorized in writing by the CoSN Board of
Directors to act as an agent of the national organization in incurring the debts
Dated the _______ day of _____________, 2006.