NORTHWEST ACADEMIC COMPUTING CONSORTIUM

BYLAWS

ARTICLE I

Principal Office

The principal office for the transaction of the business of the corporation is hereby fixed and located at Portland, Oregon. The Board of Directors may at any time, or from time to time, change the location of the principal office from one location to another.

ARTICLE II

Northwest Academic Computing Consortium, Inc. is a corporation organized under and by virtue of Chapter 65, Oregon Revised Statutes, "Non-Profit Corporations," and is formed for the purpose set forth in the Articles of Incorporation.

ARTICLE III

Section 1. Qualifications of Members

Members – Institutions of higher education, groups of higher education institutions, computer networks, public school districts, private and public elementary and secondary schools; business, government, and nonprofit organizations (or subunits thereof); and local, state, and regional economic development groups in the states of Alaska, Idaho, Montana, North Dakota, Oregon, Washington (and such other states as will, from time to time, be added to the area served by the Northwest Academic Computing Consortium) may be members.

By a majority vote of the Executive Committee, Institutions of higher education, groups of higher education institutions, computer networks, public school districts, private and public elementary and secondary schools; business, government, and nonprofit organizations (or subunits thereof); and local, state, and regional economic development groups may become members of the corporation upon application and the payment of the annual membership assessment.

Section 2 - Rights and Obligations of Members

The representatives of Originator Members and WICHE shall be designated members of the Board of Directors.

All members may be represented at the annual meeting of the corporation, and may have their representatives vote on all matters presented for corporate action and in the election of at-large members of the Board of Directors.

No member institution shall have any right, title, or interest legal or otherwise in or to the assets of this corporation. All the rights in membership to the corporation shall cease on termination of membership. A membership may not be transferred. No member of the corporation, now or hereafter elected, shall be individually liable to the creditors of the corporation, or otherwise be individually liable, and all creditors and claimants shall look only to the assets of the corporation for payment.

Section 3 - Annual Meetings

Annual meetings of the members of the corporation shall be held within 90 days before the close of the fiscal year at such time and place as is determined by the Executive Committee of the Board of Directors. The corporation shall notify its members of the place, date, and time of each annual meeting by electronic mail not less than seven (7) days nor more than thirty (30) days before the date of the meeting.

ARTICLE IV

Board of Directors

Section 1 - Function of the Board of Directors

The Board of Directors is responsible for the development of the policies and procedures and for general guidance of the corporation.

Section 2 - Composition of the Board of Directors

The Board of Directors consists of not less than 12 and not more than 24 Directors. There shall be not more than one Director from any member organization.

Section 3 - Election of the Board Members

Directors will be elected for terms of three (3) years at the annual meeting of the corporation. The terms of elected Board of Director members will be staggered such that no more than one-third of the Directors are elected in any one year.

Prior to the annual meeting of the corporation, the President will appoint a nominating committee to present a slate of nominees chosen so as to provide representation of the diverse components of the Board of Directors described in these Bylaws. A ballot shall be sent to each member of the corporation not less than seven (7) days nor more than thirty (30) days before the date of the meeting. Member representatives, or their proxy, may vote in the election by casting a ballot at the annual meeting or by returning a ballot to the principal office no later than two (2) business days prior to the date of the meeting.

Section 4 - Annual Meetings

Annual meetings of the Board of Directors of the corporation shall be held no later than 90 days before the close of the fiscal year at such time and place as is determined by the Executive Committee of the Board of Directors and in conjunction with the annual meeting of the corporation.

Section 5 - Place of Regular Meeting

Regular meetings of the Board of Directors shall be held at any place that has been designated from time to time by resolution of the Directors or by written consent executed by a majority of the members of the Board of Directors. By appropriate notice to the members of the Board of Directors, meetings may be conducted by telephone conference or other electronic means.

Section 6 - Special Meetings

Special meetings of the Board of Directors may be called at any time by the President and also shall be called by the President upon the written request made by not less than ten (10) members of the Board of Directors. Notice of the time and place of special meetings of the Board of Directors may be given by either personally notifying said Directors, or by first class mail. Such notice shall be given not less than seven (7) days nor more than thirty (30) days before the date of the meeting.

The transaction of any and all business at any meeting of the Board of Directors, whether a regular or special meeting, however called and upon whatever kind of notice, whenever or wherever held, shall be as valid as though transacted at a meeting duly held upon regular call and proper notice, if a quorum of the Board of Directors is present. Attendance of a member of the Board of Directors at a meeting shall constitute a waiver of notice of such meeting, except where such member of the Board of Directors attends a meeting for the express purpose of objecting because of an irregularity in manner in which the meeting of the Board of Directors was called. By appropriate notice to the members of the Board of Directors, meetings may be conducted by telephone conference or other telecommunication means.

Section 7 - Place of Special Meetings

Special meetings of the Board of Directors may be held either at the place designated in the notice of such meeting, or at a place designated by resolution of the Board of Directors, or at a place designated by a written consent executed by all members of the Board of Directors. In the absence of such designation, such special meeting shall be held at the registered office of this corporation. By appropriate notice to the members of the Board of Directors, meetings may be conducted by telephone conference or other telecommunications means.

Section 8 - Notice of Meetings

The corporation shall notify its members of the place, date, and time of the annual meeting, the regular meetings, and any special meeting of the Board of Directors by electronic mail not less than seven (7) days nor more than thirty (30) days before the date of the meeting.

Section 9 - Adjournment

In the absence of a quorum at any meeting of the Board of Directors, a majority of the Directors present may adjourn the meeting from time to time until the time fixed for the next regular meeting of said Board. Notice of the time and place of holding an adjourned meeting shall be given to the absent Directors.

Section 10 - Quorum

A majority of the membership of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 11 - Rules of Procedure

Unless otherwise provided by these Bylaws, all meetings of the Board of Directors shall be conducted under the Rules of Procedure as set forth in "Roberts Rules of Order, Newly Revised."

Section 12 - Powers of the Board of Directors

All corporate powers of the corporation shall be exercised by or under the authority of the Board of Directors, who shall manage all the business and affairs of this corporation. Without limiting the generality of the foregoing powers, the Board of Directors shall have authority to elect an Executive Committee (see Article IV, Sections 13 - 15) and may delegate to the Executive Committee any of the powers and authority of the Board of Directors in connection with the management of the business and affairs of this corporation, except the power to amend these Bylaws or take other action precluded under ORS 65.354.

Section 13 - Executive Committee

The Executive Committee is the operational board of the corporation. It meets frequently to implement policies and guidelines of the Directors and to provide guidance to the President/Executive Director.

Section 14 - Composition and Selection of Executive Committee

The Executive Committee shall consist of not less than five (5) and no more than seven (7) members. All Officers of the Corporation who are also members of the Board of Directors shall serve on the Executive Committee. All Officers of the Corporation who are not members of the Board of Directors shall serve as ex officio, non-voting members of the Executive Committee. The Executive Committee members shall be elected for terms of two (2) years from within the Board of Directors by the Board of Directors at the annual meeting of the Board of Directors. Prior to this meeting, the President will appoint a nominating committee to present a slate of nominees chosen so as to provide representation of the diverse components of the Board of Directors described in these Bylaws. The terms of Executive Committee members will be staggered such that no more than four (4) members are elected in any one year. Members of the Board of Directors with a remaining term of two (2) years or more are eligible for election to the Executive Committee.

Section 15 - Meetings of the Executive Committee

Unless otherwise prescribed by the Board of Directors, regular meetings of the Executive Committee, notice of which is hereby dispensed with, shall be held at such times and places as are determined by the Board of Directors, or by the Executive Committee in the absence of any resolution of the Board of Directors. Such Executive Committee meetings shall be held at the registered office of this corporation, or such other place, or places as may be designated from time to time by the resolution of the Executive Committee, or by the written consent of all Directors. Special meetings of the Executive Committee may be called by the President, or by the Vice President, or by any three (3) members of the Executive Committee, upon written notice to the members of the Executive Committee of the time and place of such special meeting in the same manner as provided for notice of special meetings of the Board of Directors. By appropriate notice to the members of the Executive Committee, meetings may be conducted by telephone conference or other electronic means.

A majority of the Executive Committee shall constitute a quorum for the transaction of all business, for either a regular meeting or special meeting. The transaction of any and all business at any meeting of the Executive Committee, whether a regular meeting or a special meeting, however called and upon whatever kind of notice, or wherever held, shall be as valid as though transacted at a meeting duly held upon regular call and proper notice if a quorum of the Executive Committee is present. Attendance of a member of the Executive Committee at a meeting shall constitute a waiver of notice of such meeting, except for the express purpose of objecting because of an irregularity in the manner in which the meeting of the Executive Committee is called.

Section 16 - Compensation

The Directors shall receive no compensation for their services as such, but they may be reimbursed for expenses.

Section 17 - Vacancies

A vacancy for a partial term in the Board of Directors because of death, resignation, removal, disqualification, or other, shall be filled by the Board of Directors.

Section 18 - Chair and Vice Chair

The Directors shall appoint from among themselves a Chair and Vice Chair. The Chair will preside over the Board meetings and perform any other duties assigned by the Board or described elsewhere in these Bylaws. The Vice Chair will assume the authority and responsibilities of the Chair in the Chair’s absence or unavailability and will be the Chair-elect.

ARTICLE V

Officers

Section 1 - Officers

The officers of this corporation shall include a President and Secretary-Treasurer. A Vice President may be elected at the discretion of the Board of Directors. The President of the Corporation shall also serve as Executive Director.

Section 2 - Election

The Board of Directors shall elect all officers. The Board shall consider the advice of the Executive Committee. Officers shall be elected for two-year terms.

Section 3 - Vacancies

A vacancy in any office because of the death, resignation, removal, disqualification, or otherwise, shall be filled within 90 days by the Board of Directors.

Subject to the control and direction of the Board of Directors, the President/Executive Director shall have general supervision, direction, and control of the business and affairs of the corporation. The President/Executive Director shall be an ex officio, non-voting member of the Board of Directors and the Executive Committee. He or she shall preside at all meetings of the Members of Corporation and Executive Committee; and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.

Section 5 - Vice President

In the absence or disability of the President, the Vice President (if a Vice President has been elected) shall perform all the duties of the President, and in so acting, shall have all the powers of the President. The Vice President shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

Section 6 - Secretary-Treasurer

The Secretary-Treasurer shall keep a full and complete record of the proceedings of the Board of Directors, shall keep the seal of the corporation and affix the same to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the financial records of the corporation, and shall perform such other duties as may be prescribed from time to time by the Board of Directors and as recited in Article VII, "Financial Matters."

Section 7 - Removal of Officers

Officers of the corporation may be removed from office by the vote of at least two-thirds of the Directors voting in person by secret written ballot, when in the sole judgment of the Board of Directors, the best interests of the corporation would be served thereby.

ARTICLE VI

Committees

Committees may be established for the corporation by the Executive Committee. The membership on said committees shall be appointed by the Executive Committee. Each committee shall be appointed for one year and the Executive Committee shall determine the number of members necessary for each committee. Such committees may be composed of persons from the administration or faculties of the member universities, colleges, or state system offices or professional staffs of other members, or of other competent persons. Committee members serve without compensation from the corporation.

ARTICLE VII

Financial Matters

ARTICLE VIII

Amendment of the Bylaws

These Bylaws may be amended or repealed and new Bylaws adopted by a vote of a majority of the members of the Board of Directors at any meeting except that a bylaw relating to qualifications, rights, and obligations of members (see Article III), may be adopted, amended, or repealed only by the vote or written consent of a majority of the membership.

ARTICLE IX

Miscellaneous

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify that I am the duly elected and acting Secretary-Treasurer of the Northwest Academic Computing Consortium, Inc., an Oregon nonprofit corporation, and the foregoing BYLAWS, comprising of nine (9) pages, constitute the BYLAWS of said corporation as duly adopted at a meeting of the Board of Directors thereof duly held on June 7, 2000 .

State of ________________________ )

) ss.

County of ______________________ )

Personally appeared _________________ , who, being duly sworn, did say that he or she is the Secretary-Treasurer of Northwest Academic Computing Consortium, Inc., a nonprofit corporation, and that these Bylaws were signed on behalf of the corporation by the authority of its Board of Directors; and he or she acknowledged these Articles to be the corporation's voluntary act and deed.