My Jenzabar

Section 1.02. Membership Qualifications. Membership in the Corporation shall be restricted to colleges, schools, universities, companies and other organizations ("institutions") which have any Jenzabar PX software under license. Whenever a member institution adds or deletes, from its Campus America, Inc. ("Campus America") subscription service contract, a Jenzabar PX software module or an operating system license, the member shall give written notification to the Corporation within thirty (30) days. The Corporation will also be allowed to obtain such information from Campus America.

Section 1.03. Voting Rights. Each member institution (hereafter referred to as member) shall designate one person who shall be that member's authorized voting representative and who shall be entitled to one vote on each matter as to which such member has a right to vote.  Unless prohibited by the Tennessee Nonprofit Corporation Act (the "Act"), voting on a specific issue shall be restricted to one vote for each member.

Section 1.04. Membership Dues. The annual dues assessed by the Board of Directors (the "Board") and payable to the Corporation by members will be used to help defray the costs of the Corporation, its Board and any committees created by the Board in carrying out their duties, including but not limited to, defraying the expenses of printing, postage, materials and travel.

Section 1.05. Membership Dues Payment. Annual payment of dues is required for an institution to become a member or retain membership in the Corporation. The annual dues, based on the dues schedule on the Institution Membership Application, shall be payable to the Corporation on July 1 of each year by mailing the appropriate dollar amount and completed Institution Membership Application to the Treasurer of the Corporation. Except for payment of delinquent dues, which can be made at any time prior to termination of membership, dues shall be payable as of July 1 of each year. No partial, prorated or retroactive dues will be charged or collected.

Section 1.06. Transfer of Membership. Membership in this Corporation is not transferable or assignable.

Section 1.07. Termination of Membership. Membership in the Corporation will terminate upon the occurrence of any of the following events:

1. (a) The written notice of a member institution that it wishes to resign its membership in the Corporation.
2. (b) The failure of a member institution to pay its annual dues within thirty (30) days after mailing by the Corporation of written notice to the member that such payment is overdue.
3. (c) The failure of a member institution to meet, on an annual basis, the membership criteria set forth in Section 1.02.
4. (d) By affirmative vote of two-thirds of the members on the grounds of a member's failure to comply with the Bylaws of the Corporation or any act of any member which is found to be prejudicial to the purposes, objectives or status of this Corporation, after an appropriate hearing by the Board, in accord with the notice and fairness requirements of the Act, as set forth in Tennessee Code Annotated 48-56-302.
5. (e) By affirmative vote of the Board, with or without cause, in accord with the notice and fairness requirements of the Act, as set forth in Tennessee Code Annotated 48-56-302.

Section 2.02. Time and Place of Annual Meeting. The Board will designate the time and place for the annual meeting.

Section 2.03. Special Meetings. Special meetings of the members may be called by either the Board of Directors or the President of the Corporation, or by ten percent (10%) of all members in good standing entitled to vote on any issue proposed to be considered at the proposed special meeting, and may be held at any time and at any place as shall be determined by the President.

Section 2.04. Notice of Meetings. Written or electronic notice stating the place, date and time of any meeting of the members of the Corporation shall be sent or delivered to each member not less than thirty (30) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. The purposes for which the meeting is called and/or the matters to be raised at the meeting shall be stated in the notice.

Section 2.05. Quorum. The voting representatives of member institutions holding twenty-five percent (25%) of the votes which may be cast on a matter at any meeting or by proxy shall constitute a quorum on that matter at any meeting of members.

Section 2.06. Manner of Acting. Each member institution shall appoint an authorized person (voting representative) to represent it at each annual and special meeting of the members. The act of the majority of the voting representatives present at a meeting or voting by proxy at which a quorum of members has voted shall be the act of all members except as to matters for which a greater number of votes is required by the Act or these Bylaws.

Section 2.07. Voting. At all meetings of the members, a member institution is entitled to vote through the presence of its authorized voting representative or by proxy. Acceptable forms of proxy voting will be determined by the Board.

Section 2.08. Mail Ballots. Mail ballots may be used for any proposed action as determined by the Board and for any matters of business undecided at an annual or special meeting because of a lack of a quorum, pursuant to the Act, as set forth in Tennessee Code Annotated 48-57-108.

S ection 2.09. Actions Reserved to Members. The following actions are subject to the approval of the members: operating budget; policies with regard to third party contracts; range of services to be provided by the Corporation; policies with regard to responsibilities of and eligibility for membership.

Section 2.10. Procedures at Meetings. Robert's Rules of Order as revised from time to time shall govern the conduct of all meetings of the member institutions.

Section 3.02. Number of Directors. The Board shall consist of nine (9) voting representatives from member institutions.

Section 3.03. Election and Terms of Directors.

1. (a) Each of the member institutions' voting representatives shall have the right to cast one vote for the election of directors to the Board. At least ninety (90) days prior to the annual meeting of the Board, the Board shall appoint a Nominating Committee of three persons who are (1) not on the Board and (2) are voting representatives of member institutions. The Nominating Committee shall nominate one or more individuals for each seat to be filled on the Board. The Nominating Committee shall report the names of the nominees to the President at least forty-five (45) days prior to the annual meeting. The President shall direct the Secretary to prepare and deliver a slate of nominees to each of the member institutions at least thirty (30) days prior to the annual meeting, listing all of the candidates in random order and indicating the number of directors to be elected. Additional nominations may be made from the floor of the annual meeting. The member institutions' voting representatives shall cast their votes at the annual meeting of the members whether in person or by proxy. Those candidates receiving the greatest number of votes shall be declared elected. In the case of a tie vote for the last seats to be filled, a new ballot shall be cast to determine which of the nominees receiving a tie vote shall be elected.
2. (b) The nine (9) elected members of the Board shall be divided into three equal classes. The term of office for directors of the first class shall expire at the first annual meeting after the election. The term of office of the directors for second class shall expire at the second annual meeting after their election. The term of office of directors for third class shall expire at the third annual meeting after their election. Thereafter, the term of office of directors in each class shall be three years, and new directors shall be elected to fill the directorships in one class every year. Terms of office commence at the Board's business meeting held at the end of the annual meeting of the member institutions.

Section 3.05. Special Meetings. Special meetings of the Board may be called by or at the request of the President or a majority of the directors.

Section 3.06. Notice of Special Meetings. Notice of any special meeting shall be given at least thirty (30) days previous thereto, and must include the date, time, and place, but not necessarily the purpose, of the meeting.

Section 3.07. Quorum. A majority of the directors in office at the beginning of the meeting shall constitute a quorum for the transaction of business at any regular or special meeting of the Board.

Section 3.08. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board except as otherwise provided by any applicable provision of the Act or these Bylaws.

Section 3.09. Vacancies. Any vacancy that may occur on the Board of Directors by reason of death, resignation, or otherwise, will be filled by the voting representatives at the next annual meeting of members by the unelected candidate receiving the largest number of votes for the class of directors being elected at that annual meeting. If any vacancy results in the number of directors remaining in office constituting less than a quorum, the Board may fill the vacancy by a majority vote of the directors remaining in office.

Section 3.10. Action by Directors Without Meeting. Unless specifically prohibited by these Bylaws, any action required to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Board, may be taken if consents setting forth the action so taken shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Any such consent signed by all of the directors shall have the same effect as the unanimous vote of the directors, and may be stated as such in any filed documents.

Section 3.11. Compensation. Directors shall not receive any compensation for their services as directors, but the Board may authorize reimbursement for any expenses incurred by a director in the performance of the director's duties.

Section 3.12. Termination of Directorship. An elected director's position will be considered vacant and the incumbent’s tenure terminated:

1. (a) Upon the director's death or resignation;
2. (b) Upon the termination of the membership in the Corporation of the institution for which the director is the voting representative;
3. (c) Upon the director's failure to attend three (3) consecutive Board meetings, regular or special;
4. (d) Upon vote of the members, for cause, in accord with the Act, as set forth in Tennessee Code Annotated 48-58-108.

1. (a) General Rule. A director of this Corporation shall not be personally liable for monetary damages for any action taken or any failure to take any action, except to the extent that exemption from liability for monetary damages is not permitted under law. The provisions of this subsection (a) are intended to exempt the directors of this Corporation from liability for monetary damages to the maximum extent permitted under any law now or hereafter in effect.
2. (b) Specific Rule. without limitation of subsection (a) above, a director of this Corporation shall not be personally liable for monetary damages for any action taken or any failure to take any action, unless; (i) the director has breached or failed to perform the duties of the office, and (ii) the breach or failure to perform constitutes improper and unauthorized dealing, willful misconduct or recklessness. The provisions of the preceding sentence shall not exempt a director from: (i) the responsibility or liability of a director pursuant to any criminal statute; or (ii) the liability of a director from the payment of taxes pursuant to local, state or federal law.
3. (c) Modification or Repeal. The provisions of this section may be modified or repealed in accordance with the procedures for amending the Bylaws; provided, however, that any such modification or repeal shall not have any effect upon the liability of a director relating to any action taken, any failure to take any action, or events which occurred prior to the effective date of such modification or repeal.

1. (a) The material facts as to the relationship or interest as it relates to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors even though the disinterested directors are less than a quorum; or
2. (b) The material facts as to the relationship or interest as it relates to the contract or transaction are disclosed or are known to the member institutions entitled to vote thereon and the contract or transaction is specifically approved in good faith by a vote of the majority of member institutions; or
3. (c) The contract or transaction is fair to this Corporation at the time it is authorized, approved or ratified by the Board or the member institutions.
4. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes such contract or transaction.

Section 4.02. Election of Officers and Term. Officers are to be elected by the Board at the annual meeting of the Board. All such officers shall serve for a period of one year or until their successors are elected and have qualified. The President-elect shall become the next President.

Section 4.03. President. The President shall preside at all meetings of the Board and of the members and shall see that all orders and resolutions of the Board are carried into effect. The President shall make an annual report to the member institutions with regard to actions taken by the Board since the last annual meeting.

Section 4.04. President-elect. The President-elect shall perform the duties and have the powers of the President during the President's absence, sickness or other disability. In addition, the President-elect shall perform such other duties and have such other powers as the Board shall designate.

Section 4.05. Treasurer. The Treasurer shall be responsible for the oversight of the Corporation accounts and finances and for making such reports to the Board as shall be requested by the Board concerning the financial condition and operations of the Corporation. The Treasurer shall make an annual financial report to the member institutions either at the annual meeting or through the United States mail. All expenditures of the Corporation must be approved by the President and the Treasurer. Checks must be endorsed by the President or the Treasurer.

Section 4.06. Secretary. The Secretary shall act as Secretary of the Board and shall keep a record of all proceedings in a minute book. The Secretary shall see that due and proper notice is given of all meetings, shall be the custodian of the minute book, shall maintain a current mailing list of all member institutions' voting representatives and software module contact persons, shall have responsibility for authenticating the Corporation's records, and shall perform all the duties usually performed by the Secretary of a like Corporation, and such other duties as may be required from time to time by the Board.

Section 4.07. General duties of Officers. In general, the powers and duties of the officers of the Corporation shall be those usually incident to their respective offices.

Section 4.08. Officer Removal. Any officer may be removed by the Board whenever, in its judgment, the best interests of the Corporation will be served thereby.

Section 5.02. Specific Committees. The Board may by resolution create committees to specifically serve at least the following purposes:

1. (a) Selection of time and place for the annual meeting;
2. (b) Annual meeting planning including selection of conference theme, presentations to be given, program content, and agenda;
3. (c) Publications;
4. (d) Elections;
5. (e) Software and member institution studies.

Section 6.02. Advance Payment of Expenses. The Corporation shall advance all reasonable expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses) reasonably incurred in connection with the defense of or other response to an action, suit or proceeding referred to in Section 6.01 above upon receipt of an undertaking by or on behalf of the person seeking the advance to repay all amounts advanced if it shall ultimately be determined upon final disposition of such action, suit or proceeding that said person is not entitled to be indemnified by the Corporation.

Section 6.03. No Duplication of Payments. The Corporation shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the person seeking indemnification has otherwise actually received payment therefore under any insurance policy, contract, agreement or otherwise. In the event that the corporation makes an advance payment of expenses to a person, such person shall repay to the Corporation the amount so advanced, if and to the extent that said person subsequently receives payment therefore under any insurance policy, contract, agreement or otherwise.

Section 6.04. Insurance. The Corporation may purchase and maintain at its own expense one or more policies of insurance to protect itself and to protect any director, officer, employee or agent of the Corporation or of another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in such capacity, whether or not the Corporation would have the authority to indemnify such person against any such expense, liability of loss under this Article or under law.

Section 6.05. Indemnification Agreements. The Corporation shall have authority by vote of a majority of the directors to enter into an Indemnification Agreement with any person who may be indemnified by the Corporation pursuant to the provisions of this Article or otherwise. Any such Indemnification Agreement may contain such terms and conditions as a majority of the directors shall, in the exercise of the discretion, determine to be necessary or appropriate. Such terms and conditions may include provisions for greater or lesser indemnification than provided for in this Article, provisions establishing procedures for the processing or approval of indemnification claims, and other provisions. The fact that the Corporation has not entered into an Indemnification Agreement with any person shall not in any way limit the indemnification rights of such person under this Article or otherwise.

Section 6.06. Non-Exclusivity. The right to indemnification and to the payment of expenses incurred on defending against or otherwise responding to any action, suit or proceeding in advance of its final disposition as set forth in this Article shall not be exclusive of any other rights which any person may now have or hereafter acquire under any agreement, vote of disinterested directors, or under any applicable law or otherwise.

Section 6.07. Survival of Rights. The indemnification rights provided to a person under the provisions of this Article shall continue after such person ceases to be a director, officer, employee or agent of the Corporation or of another entity, as to any action taken, any failure to take action, or any events which occurred while such person was a director, officer, employee or agent of the Corporation or of another entity.

Section 6.08. Modification or Repeal. The provisions of this Article may be modified or repealed in accordance with the procedures for amending these Bylaws; provided, however, that any such modification or repeal shall not have any effect upon the indemnification rights of any person as they relate to any action taken, any failure to take action, or events which occurred prior to the effective date of modification or repeal.

Section 8.02. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of September in each year and end on the last day of August in each succeeding year.

Section 8.03. Dissolution of Corporation. Upon the dissolution of the Corporation, the assets of the Corporation shall be distributed in a lawful manner by action of the Board in accordance with normal procedures for a like Corporation, and pursuant to the applicable provisions of the Act.

Section 8.04. Notice. Notice shall be deemed to have been properly given to a director or member institution when delivered personally to the director or member institution's authorized voting representative, as the case may be; or when deposited in the United States mail, first class, postage prepaid, directed to the address appearing on the books of the Corporation or supplied by the director or member institution to the Corporation for the purposes of notice; or when delivered by overnight express service; or when sent via facsimile transmission; or when sent by electronic mail. If the notice is sent by mail it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail.

Section 8.05 Waiver of Notice. Whenever any notice is required to be given to a director or member institution's authorized voting representative, a waiver thereof in writing, signed by said person, either before or after the time stated therein, and whether before or after the meeting, shall be deemed equivalent to the giving of due notice.

Section 8.06. Participation by Conference Telephone. A director may participate in a meeting of the Board of Directors by means of conference telephone or similar communication equipment so long as all persons participating in the meeting can hear and speak to each other. Participation in a meeting in this manner shall constitute presence at such meeting.

ection 8.07 Compliance with the Act. If and to the extent that any provision of these Bylaws is in conflict with any present or future provision of the Act, the provision of the Act shall be deemed to be a part of these Bylaws and controlling.

CERTIFICATION

I certify that these Bylaws were adopted at the organizational meeting of the Corporation held on the 22^nd day of June, 1991, and were approved by all members on that date.