BY-LAWS OF THE. American Council for Technology

BY-LAWS OF THE American Council for Technology May 2017

Table of Contents Article I NAME... 3 Article II PURPOSES AND AUTHORITIES... 3 Article III MEMBERSHIP... 4 Article IV ACT EXECUTIVE COMMITTEE... 5 Article V - NOMINATIONS AND ELECTIONS... 8 Article VI. ADVISORY GROUPS, CHAPTERS AND COMMITTEES... 8 Article VII ADMINISTRATIVE PROCEDURES... 9 Article VIII - INDEMNIFICATION OF EXECUTIVE COMMITTEE MEMBERS... 12 Article IX - PARLIAMENTARY AUTHORITY... 12 Article X SEAL... 12 Article XI - AMENDMENTS TO BY-LAWS... 12 2

BY-LAWS OF THE AMERICAN COUNCIL FOR TECHNOLOGY Article I NAME The name of the organization shall be the American Council for Technology, formerly known as the Federation of Government Information Processing Councils, Inc., herein referred to as ACT. Article II PURPOSES AND AUTHORITIES Section 1. Purposes. The purposes for which ACT is organized are to: A. Provide a consensus-based, objective and ethical collaborative process where government and industry can work together towards a more effective, efficient and innovative government. B. Provide a forum where government and industry executives from a diversity of organizations, functions and disciplines can communicate and collaborate. C. Identify barriers to better government and opportunities to create more effective and innovative government programs and organizations. D. Provide education and training to maintain and enhance the managerial and technical competence of the workforce at the federal, state and local levels of government. E. Promote the profession of information technology management in the public sector. Section 2. Mission. The mission of ACT shall be to advance government through collaboration, education and action. Section 3. Authority. A. Tax-exempt status. ACT is organized exclusively for educational, scientific, and charitable purposes under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law). ACT has been formally established as a nonprofit corporation under the laws of the State of Delaware and has also received tax exempt status from the U.S. Internal Revenue Service under Section 501(c)(3). B. Certain activities precluded. Pursuant to its 501(c)3 status, no substantial part of the activities of ACT shall be the carrying on of propaganda or otherwise attempting to influence legislation. ACT shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office or any other activities not permitted to be carried on by a 3

corporation exempt from Federal income tax. All government members and Executive Committee members shall be aware of the Hatch ACT and 18 U.S.C 1913 as it applies to their actions within ACT. ACT may educate its members about proposed and pending legislation. Section 1. ACT Membership. Article III MEMBERSHIP A. Membership in ACT is available to any full-time employee of a government organization, or a full time academic, who shares the ACT vision and agrees to abide by the ACT code of ethics. B. The ACT Executive Committee has the authority to establish such membership requirements as it sees fit. Individual members have the opportunity to participate in all ACT events and activities. C. Government individuals participating in ACT may do so in their personal capacity or, if approved by their employing organization, in an official capacity. D. Government employees participating in ACT are responsible for ensuring that their participation in ACT is consistent with the ethics rules of their employing organization and, where appropriate, approved by the organization. E. Government employees who are members of ACT may engage in any activity related to substantive issues of interest to the government. Examples of activities that ACT members may engage in include but are not limited to the following: a. Participate in working groups and committees addressing issues of interest to government. b. Engage in the planning of agendas for conferences and events on topics relevant to the government. c. Take part in educational and professional development programs that will enhance the skills and knowledge of the government workforce. d. Participate in the development of new programs and services by ACT that will be of value to the government. e. ACT members shall not engage in the management of the organization, in operational issues or in any fiduciary activity. 4

Article IV ACT EXECUTIVE COMMITTEE Section 1. General. The affairs of ACT shall be guided by the ACT Executive Committee. The ACT Executive Committee shall: A. Establish the organization s strategic agenda by identifying issues and projects where ACT-IAC engagement would be of value to the government. B. Monitor the organization s activities to ensure that ACT and its component parts are addressing issues relevant to the government. C. Monitor the organization s activities to ensure that all such activities are objective, ethical and conducted with integrity. D. Communicate the value of ACT to government organizations and ensure that government employees interested in the issues on the ACT agenda are aware of opportunities to participate. E. Appoint government employees to serve in leadership positions within ACT (such as conference and committee chairs). All such leaders shall confine their activities to the substantive issues associated with their activity and shall not engage in operational or fiduciary activities. F. Establish such chapters, committees, working groups and other organizations as are appropriate to carry out ACT s mission; Members of the ACT Executive Committee may participate in their personal capacity or, with the approval of their organization, an official capacity. No member of the ACT Executive Committee shall have any fiduciary responsibility towards ACT-IAC or its activities. It is intended that the ACT Executive Committee shall be responsible for the substantive content of ACT-IAC activities. Responsibility for the management of the organization and its fiduciary activities shall be reserved to the Industry Advisory Council Executive Committee. The responsibility for managing the organization on a day-to-day basis and its financial activities shall be the responsibility of the Executive Director. Section 2. Executive Committee Membership. The ACT Executive Committee shall consist of the following elected individuals: President; Executive Vice President(who shall become President in the second year); Up to sixteen (16) Vice Presidents at Large In addition to the above elected individuals, the following individuals shall also be members of the ACT Executive Committee. 5

Immediate Past President of ACT Executive Committee (voting) Chair of the Industry Advisory Council (voting) Government chair of NexUS) (voting) Executive Director of ACT (ex-officio, non-voting) A representative from each ACT chapter in good standing (ex-officio, non-voting) The Executive Committee may add additional executive committee positions as appropriate by a super majority of two-thirds of the voting members. Section 3. Liaisons As appropriate, the ACT Executive Committee may designate government employees who share a commitment to the ACT-IAC mission as liaisons to the Executive Committee to ensure that ACT-IAC has access to a diversity of perspectives and functions. These individuals shall be entitled to attend all ACT Executive Committee meetings but shall be non-voting. Such liaisons may serve in their personal capacity or be officially designated by their agency. Section 4. Voting. All Executive Committee members, except the Immediate Past President, Executive Director and representatives of ACT chapters, shall have the right to vote. At least eleven (11) voting members of the Executive Committee present in person or via telephone are required as a quorum of the ACT Executive Committee. A quorum must be present for the transaction of business at any meeting of the executive committee. If a vote is called, a simple majority of those present and voting is required for passage. Section 5. Eligibility. With the exception of the IAC representative and the Executive Director, all members of the Executive Committee must be full-time government employees. Section 6. Term of office. With the exception of the President and Executive Vice President, the terms of office are two years in length. The President and Executive Vice President shall each serve a one year term. Section 7. Leadership Transition. The individual elected as Executive Vice President shall serve a one-year term and then move up to the position of President. After a one-year term as President, he/she shall become the Immediate Past President. Section 8. Removal. Any member of the Executive Committee may be removed by a two-thirds vote of the ACT Executive Committee whenever in the judgment of the Executive Committee members it is in the best interests of ACT. Such action shall take place at a special meeting called for that purpose, with 30 days' notice given stating the specific purpose of the meeting, Section 9. Filling vacancies. A vacancy in any office, except President, because of death, resignation, removal, disqualification or otherwise may be filled through appointment by the President of the Executive Committee for the remainder of the term. A vacancy by the President will be filled by the Executive Vice President. 6

Section 10. Duties of the Executive Committee Members. The duties of ACT Executive Committee members include, but are not limited to: A. President. The President shall: 1. Guide the activities of ACT and ensure that the organization is fulfilling its mission and requirements. 2. Establish the agenda and preside at all meetings of the Executive Committee and the Senior Government Advisory Council 3. Appoint committee chairs; 4. Provide feedback to the IAC Chair on the performance of the ACT-IAC Executive Director that may be considered during his/her annual performance evaluation. B. Executive Vice President. The Executive Vice President shall: 1. Carry out such responsibilities as are assigned by the ACT President; 2. In the absence of the President or in the event of the President's inability to act, perform the duties of the President until the President s return or the end of the President s term. When so acting it will be with all the powers of the President, while being subject at the same time to all the restrictions upon the President. C. Vice Presidents at Large. The Vice Presidents at Large shall: 1. Advise the President and Executive Committee on issues and policies relevant to the government; 2. Be responsible for overseeing such activities and or portfolios as are assigned by the ACT President. 3. Communicate the value of ACT to government organizations and ensure that government employees interested in the issues on the ACT agenda are aware of opportunities to participate. D. Chair, Industry Advisory Council. The Chair of the Industry Advisory Council (IAC) serves as a liaison between the IAC and ACT. E. Government Chair, NexUS. The government chair of NexUS (formerly ACT-IAC Young Professionals Council) shall advise the ACT Executive Committee on issues and activities of interest to young professionals. F. Executive Director. The Executive Director participates as a non-voting member of the ACT Executive Committee and is responsible for implementation of Executive Committee decisions regarding the substance and content of ACT-IAC activities. G. Chapter Representatives. Each ACT chapter shall be entitled to a representative on the ACT Executive Committee. This individual shall serve as a liaison with the chapter. This position shall be non-voting. Section 11. Meetings. The ACT Executive Committee shall meet at least six times a year. Participation in such meetings may be in person or by conference call. 7

Section 12. Notification of meetings. Notice of any meeting of the Executive Committee shall be given by the Executive Director at least seven days prior by written notice delivered personally, by mail, or electronically to each Executive Committee member. Section 13. Compensation. Executive Committee members shall not receive any salaries or compensation for their services Article V - NOMINATIONS AND ELECTIONS Section 1. Eligibility. It is intended that the ACT Executive Committee shall represent the spectrum of government organizations, functions and career levels involved in the use and management of information technology assets. Executive Committee members must meet the following criteria: A. A full-time government employee at the federal, state, tribal, or local level (except for the ex-officio positions of the IAC Chair and the ACT-IAC Executive Director). B. Shall be willing to devote the time and resources to being a member of the ACT Executive Committee. C. Shall comply with all applicable ethics rules and regulations; and shall agree to comply with the ACT-IAC Leadership Code of Conduct. Section 2. Nominations. No later than March 31 st of each year, the President shall appoint a Nominating Committee chaired by the Executive Vice President The Executive Vice President shall notify members of the Executive Committee that suggestions for nominations may be made to the chair of the Nominating Committee no later than April 30 th. The Nominating Committee shall submit to the President one or more nominees for each position no later than May 31 st. The Nominating Committee shall secure from each candidate a written statement that he/she will serve if elected and comply with the ACT Code of Conduct and all appropriate government ethics rules. Section 3. Elections. Within seven (7) days of receiving the slate from the Nominating Committee, the Executive Vice President shall notify each Executive Committee Member of the nominees agreeing to serve and provide a biographical summary for each candidate. The Executive Committee Members shall elect (either at a regular meeting or electronically) a person to each office from among such nominees, and the newly elected Executive Committee members shall take office on July 1st. Article VI. ADVISORY GROUPS, CHAPTERS AND COMMITTEES Section 1. Advisory groups. The ACT Executive Committee may establish Advisory Councils to support the mission of ACT as it deems necessary. All members of an ACT Advisory Council who are government employees are responsible for ensuring that their participation is consistent with their organization s rules. 8

A. Executive Advisory Council. The ACT Executive Committee may establish an Executive Advisory Council (EAC) of senior government and industry executives. The purpose of the EAC is to provide advice and recommendations on priorities and strategies for the ACT. Individuals appointed to the Council must agree to comply with all appropriate ethics rules and ACT-IAC s principles of operation. 1. The primary purpose of the Executive Advisory Council shall be to advise the ACT Executive Committee on matters and issues that will improve the value of ACT-IAC to the government. 2. The Council does not have any operational, financial or oversight role within ACT. 3. The Executive Advisory Council will meet as needed. B. Industry Advisory Council. The ACT Industry Advisory Council (IAC) was established by ACT for the purpose of providing industry counsel and support to the ACT and its programs. IAC is comprised of private firms and non-profit organizations interested in collaborating with others to create a more effective, efficient and innovative government. 1. IAC operates under the auspices of ACT and under ACT s tax ID and status. 2. IAC is responsible for the management and operations of ACT-IAC, including all fiduciary activities. 3. IAC possesses all financial and official tax reports, state and county filings, and handles other official matters on behalf of the IAC. Section 2. Chapters. The ACT Executive Committee may establish such chapters as it deems appropriate to provide an appropriate collaborative venue for government employees in other parts of the country. Such chapters shall not have a separate legal identify, shall operate in accordance with ACT s policies and procedures. Section 3. Committees and Working Groups. The President with the advice of the Executive Committee may designate such committees and working groups as necessary to achieve the objectives of the ACT. Section 4. Committee Vacancies. Vacancies in membership of any committee may be filled by the ACT President. Section 5. Strategic Partnerships. ACT may establish strategic relationships with other organizations as deemed appropriate by the Executive Committee to achieve its mission. Article VII ADMINISTRATIVE PROCEDURES Section 1. Organizational Management. The IAC Executive Committee shall have total and complete control over the operational and fiduciary activities of the organization. In carrying out these responsibilities the IAC Executive Committee shall ensure that ACT-IAC activities are 9

consistent with the substantive direction and guidance provided by the ACT Executive Committee. The IAC Executive Committee shall implement such policies and procedures as are needed to carry out its responsibilities. Section 2. Executive Director and Staff. The Executive Director shall be the chief executive officer of ACT and shall have full authority and responsibility for the day-to-day operation of the organization. The Executive Director shall serve as a member, ex-officio without vote, of the ACT Executive Committee and the IAC Executive Committee. The Executive Director is subject to the direction and control of the IAC Chair with assistance from the ACT President. 1. General Responsibilities. The ACT-IAC Executive Director shall be responsible for the operations and external relations of the organization. The IAC Executive Committee shall set forth the specific responsibilities of this position. 2. Authority. The Executive Director shall have full responsibility for all ACT-IAC staff as required, (including hiring, promoting, approving performance bonuses, supervising, and terminating authority), and for all outside contract services including office temporary help, accounting services, independent audit services, legal counsel, and other services, as provided for in the annual budget. 3. Office Operations. With the approval of the IAC Executive Committee, the Executive Director shall contract for appropriate headquarters office space, and shall be responsible for equipping and maintaining that office as the official base of operations for ACT-IAC. The Executive Director may sign any deeds, mortgages, bonds, contracts, and other instruments which the IAC Executive Committee has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the IAC Executive Committee. 4. Reports to the Executive Committee. The Executive Director shall provide regular reports on the state of the organization 5. Books and records. The Executive Director shall keep correct and complete books and records of account and shall also keep and distribute notices of and minutes of the proceedings of the Executive Committee meetings. The Executive Director shall be custodian of records and of the seal of ACT and ensure that the seal is affixed to all documents, the execution of which on behalf of ACT under its seal is duly authorized in accordance with the provisions of these by-laws. 6. Reports due to Governmental bodies. The Executive Director shall assure the correct and timely filing of all required internal and external reports. Section 3. Dissolution. Upon dissolution of ACT, the IAC Executive Committee shall, after paying or making provision for the payment of all of the liabilities of ACT, dispose of all of the assets of ACT exclusively for the purposes of ACT in such manner, or to such organization(s) organized and operated exclusively for charitable, education, or scientific purposes as at the time shall qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any United States Internal Revenue Law), as the Executive Committee shall determine. Any such assets not so disposed of shall be disposed of by the Court 10

of general jurisdiction of the jurisdiction in which the principal office of ACT is then located, exclusively for such purposes or to such organization(s), as said Court shall determine which are organized and operated exclusively for such purposes. Section 4. Distribution of Earnings. No part of the net earnings of ACT shall inure to the benefit of, or be distributable to any Executive Committee member or other private persons, except that ACT shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II. 11

Article VIII - INDEMNIFICATION OF EXECUTIVE COMMITTEE MEMBERS All ACT and IAC Executive Committee members and employees of ACT shall be indemnified by ACT. This indemnification applies to expenses actually and necessarily incurred by ACT's Executive Committee members and employees in connection with the defense of any action, suit, or proceeding in which they are made a party by reason of being or having been such director or employee. This indemnification will not apply to matters in which they are adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such director or employee may be entitled, under any bylaw, agreement, or vote of the Executive Committee. Article IX - PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern ACT in all cases to which they are applicable and in which they are not inconsistent with these bylaws. Article X SEAL The IAC Executive Committee shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal, State of Delaware." Article XI - AMENDMENTS TO BY-LAWS These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the ACT Executive Committee present at any regular meeting or at any special meeting, if at least thirty days' written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting. 12