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Bylaws

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LATIN AMERICAN AND CARIBBEAN ASSOCIATION FOR INFORMATION SYSTEMS

BY-LAWS

ARTICLE I

PURPOSE AND ACTIVITIES

SECTION 1. STATEMENT OF PURPOSE.

The Latin American and Caribbean Association for Information Systems (LACAIS) is a Chapter of the Association for Information Systems (AIS) serving the Latin American and Caribbean region. The goal of the Chapter is to promote the exchange of ideas, experiences, and knowledge among scholars and professionals engaged in the development, management and use of information and communications systems and technology.

SECTION 2. ACTIVITIES.

The various activities of the Chapter are to promote the exchange of professional communications among scholars and professionals responsible for education, design, implementation, and management of information systems in both private and public organizations. The activities of the Chapter include:

1. Providing a forum for those concerned with all aspects of information systems.

2. Providing an opportunity for the exchange of ideas concerning management of information systems with member counterparts.

3. Conducting programs and conferences for the benefit of members.

4. Providing a means for critical examination of the problems and opportunities involved in management information systems.

5. Promoting the development of the field in the Latin American and Caribbean countries, by means of research, and faculty development and exchange.

5. All those approved by the constitution of the AIS.

6. Additional activities as approved by the Executive Board of the Chapter.

ARTICLE II

MEMBERSHIP

SECTION 1. MEMBERSHIP CLASSES.

LACAIS shall provide all classes of membership as contained in Article II of the constitution of AIS. All formal members of LACAIS shall be members of AIS upon payment of appropriate dues.

SECTION 2. DUES.

The Executive Board shall have the authority to determine LACAIS dues and other payments to be made by the members of the Chapter from time-to-time. The dues of each member of LACAIS shall be paid as determined by the Executive Board of LACAIS. LACAIS dues and other payments will be collected by the Treasurer of LACAIS.

SECTION 3. MEMBER RIGHTS.

Each regular formal member shall have the right to vote, participate in all LACAIS and AIS activities, and hold office in LACAIS and AIS.

SECTION 4. LIABILITY OF MEMBERS.

The members of the Chapter shall not be liable for the debts and obligations of the LACAIS nor of AIS.

ARTICLE III

MEETINGS OF MEMBERS

SECTION 1. ANNUAL MEETING/CONFERENCE.

An annual meeting shall be held to install officers and to conduct such business as required. The time, location, and other details of the meeting shall be determined by the Executive Board and communicated to the membership.

SECTION 2. NOTICE OF MEETINGS.

A written or other notice stating the place, time, date, and hour of the meeting shall be delivered to the membership prior to the meeting. If e-mailed, such notice shall be deemed delivered to an appropriate Internet post office, addressed to the member at the e-mail address as it appears on the records of the association.

SECTION 3. QUORUM.

Prior notice of a meeting having been given, 10% of LACAIS members shall constitute a quorum.

SECTION 4. VOTING.

Any person who is a current member of the Chapter shall be entitled to one vote on business pertaining to the Chapter. Decisions shall be by a majority of those participating and eligible to vote. On matters of general business, voting may be conducted by any means chosen by the Executive Board, including electronic mail. In regard to the election of officers, voting may be conducted by any means chosen by the Election Committee, including electronic mail. In regard to both election of officers and matters of general business, all members who are eligible to vote have both absentee and proxy voting rights.

ARTICLE IV

EXECUTIVE BOARD

SECTION 1. MEMBERS OF THE EXECUTIVE BOARD.

The Executive Board shall consist of the officers of the Chapter and the past president of the Chapter and two directors (See Article V.2). The president of the Chapter shall serve as the chair of the Executive Board. Until a past president is available, the membership shall elect a voting member as an at-large position on the Executive Board.

SECTION 2. DUTIES OF THE EXECUTIVE BOARD.

The Executive Board shall serve as the governing authority of the Chapter. The property, business, and affairs of the Chapter shall be managed by the Executive Board. The Executive Board may exercise all such powers of the Chapter as defined by law or these by-laws.

The Executive Board shall, in furtherance, but not in limitation of its powers, have the authority and power to:

1. Represent the members of the Chapter for all matters, internal and external.

2. Establish policies and practices for the Chapter.

3. Approve broad arrangements for all Chapter activities.

SECTION 3. MEETINGS OF THE EXECUTIVE BOARD.

There shall be at least one annual meeting of the Executive Board. Additional meetings may be called by the chair or at least three members of the Executive Board. The meetings will be held at the time, place and manner designated by the chair. Notice of the meetings will be given in writing or verbally at least seven (7) days before the meeting. Other methods of meeting in addition to face-to-face may be used.

SECTION 4. QUORUM.

Presence of more than one-half of the members of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Executive Board.

SECTION 5. VOTING.

Decisions shall be by a simple majority of those present and voting.

ARTICLE V

OFFICERS AND MEMBERS OF THE BOARD

SECTION 1. OFFICERS.

The officers of the Chapter shall consist of the President, the Secretary and the Treasurer. The officers shall be elected by the members of the Chapter at the annual meeting of the members. The election of officers will be staggered with the president being elected in one year and both the Secretary and Treasurer being elected in the following year. Each officer shall serve from the date of the annual meeting for a term of two years and until their respective successors assume office. No person may hold any two offices at the same time. The officers of the Chapter shall be members of LACAIS and AIS in good standing.

SECTION 2. DIRECTORS.

There shall be three special directors of the Chapter: the Events Director, the Publications Director and the Affiliations Director. The Events Director will be responsible for promoting events consistent with the purposes of the Chapter and ensuring that members are informed of such events. The Publications Director shall be responsible for promoting publications consistent with the purposes of the Chapter. The Affiliations Director will be responsible for maintaining contact with related professional bodies in the region. The Affiliations Director will communicate any relevant information about the activities or publications of those professional bodies to the Events and Publications Director. The association between the LACAIS and any other professional body does not constitute a formal affiliation between that professional body and the AIS, except where the AIS has already established an affiliation with that body.

In the event that additional directors are deemed to be necessary by the membership of LACAIS at the annual meting, additional directors of the Chapter may be appointed. Each director shall serve from the date of the annual meeting at which they are elected for a term of two years and until their respective successors assume office.

SECTION 3. PAST PRESIDENT

The Past President shall also be a voting member of the Executive Board, providing continuity in the administration of the Chapter.

SECTION 4. NOMINATION.

An Election Committee, chaired and selected by the Past-President, shall call for nominations and conduct the election of officers. Nominations may be made by any member eligible to vote, providing the nominee gives his or her consent.

SECTION 5. ELECTION.

The annual election of the Chapter officers (and for any at large directors of the Executive Board) will be held either during the annual meeting of the Chapter or via e-mail – for those members who cannot attend the meeting- by a method to be chosen by the Election Committee. Each voting member, as described in III.4 above, shall be entitled to one vote. Voting shall be conducted in a manner deemed appropriate by the Election Committee. Each position shall be filled by the nominee receiving the most votes cast.

SECTION 6. REMOVAL.

Any officer or member of the Executive Board may be removed by the vote of the majority of the voting members at a Chapter meeting or by electronic vote. Such a vote must be recommended and scheduled by the Executive Board. Notification to the voting members that an election will be conducted for removal of an officer or member of the Executive Board must be made no less than seven (7) days prior to the vote being taken.

SECTION 7. RESIGNATIONS.

Any officer or member of the Executive Board may resign at any time by giving written notice, including e-mail, to the President or Secretary of the Chapter. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 8. VACANCIES.

Any vacancy occurring in the elected offices for any reason shall be filled by appointment by the President with the approval of the majority of the Executive Board. Such appointment shall continue until the next annual meeting. In the event that a vacancy occurs in the first year of a two-year term, the person elected at the next annual meeting shall serve a term of only one year, to restore the pattern of staggered elections.

SECTION 9. DUTIES OF THE PRESIDENT.

The President shall be the chief executive officer of the Chapter. The President shall perform all duties that pertain to the office of the President and that may be assigned by the Executive Board. In furtherance, but not in limitation of the office, the President's primary duties shall be:

1. Preside over all meetings of the members of the Chapter.

2. Call and preside over all Executive Board meetings.

3. Designate all committees and their chairpersons.

4. Supervise all other officers of the Chapter and see that their duties are properly performed.

5. Accept and receive donations, gifts, devises and bequests.

6. Coordinate the Chapter's activities and conduct any necessary business with external organizations.

7. Ensure that all orders and resolutions of the Executive Board are placed into effect.

8. Submit a report of the operations of the Chapter for the preceding year at the annual general meeting.

SECTION 10. DUTIES OF THE SECRETARY

The Secretary shall be the administrative officer of the Chapter and shall perform all duties that pertain to the office of Secretary and that may be assigned by the President and the Executive Board. In furtherance but not in limitation of the office, the Secretary's primary duties shall be to:

1. Keep minutes of the business meetings.

2. Attend the sessions of the Executive Board and act as clerk thereof and record all the acts and notes and the minutes of all proceedings in a book to be kept for that purpose.

3. Notify members and the Executive Board of all meetings.

4. Perform other duties as may be from time to time assigned by the President.

5. Review all applications for membership and maintain a membership roster.

SECTION 11. DUTIES OF THE TREASURER.

The Treasurer shall be the financial officer of the Chapter and shall perform all duties that pertain to the office of Treasurer and that may be assigned by the President and Executive Board. In furtherance but not in limitation of the office, the Treasurer's primary duties shall be to:

1. Collect monies.

2. Keep full and correct account of receipts and disbursement in the books belonging to the Chapter.

3. Deposit the funds of the Chapter in a bank with the concurrence of the Executive Board.

4. Dispose of funds of the Chapter as ordered by the Executive Board, taking proper vouchers for such disbursements.

5. Render to the President and members of the Executive Board, whenever they request it, an account of the financial condition of the Chapter.

6. Prepare and file all financial reports required by statute.

SECTION 12. DUTIES OF THE PAST-PRESIDENT

The immediate Past-President of the Chapter shall serve as a voting member of the Executive Board and as the chair of the Election committee. The Past President will assist the President as required and chair annual and special meetings in the absence of the President.

ARTICLE VI

COMMITTEES

SECTION 1. SPECIAL COMMITTEES.

The President may establish and appoint special committees, not having and exercising the authority of the Executive Board, to aid and assist the President and the Executive Board in the management of the affairs of the Chapter.

SECTION 2. ELECTION COMMITTEE.

Prior to the annual election of officers and directors, the Past-President with the consent of the Executive Board, shall appoint at least two (2) additional members to an Election Committee chaired by the Past-President. This Committee will consist of voting members of the Chapter. This committee will prepare a slate of nominees for Chapter offices and conduct the subsequent annual election of officers and directors of the Chapter according to the processes and procedures set out in preceding sections.

ARTICLE VII

FINANCES

SECTION 1. FISCAL YEAR.

The fiscal year of the Chapter shall be from January 1 to December 31.

SECTION 2. FUND DEPOSITS.

All funds of the Chapter shall be promptly deposited in qualified bank accounts established in the Chapter's name. Any funds acquired by the Chapter shall be clearly marked for and deposited to the account of the Chapter. Funds of the Chapter shall not be co-mingled with the funds of the AIS or any other entity.

SECTION 3. FUND DISBURSEMENTS.

All disbursements of funds of the Chapter shall be made by checks signed by the Treasurer or, in the event the Treasurer is unavailable, by the President.

SECTION 4. TREASURER'S REPORT. The Treasurer shall provide to the Executive Board's meeting a written report of the Chapter's financial status, which any member of the Chapter may inspect upon request. The Treasurer's accounts shall be audited annually at the end of the fiscal year by an independent representative appointed by the Executive Board.

SECTION 5. DISSOLUTION.

Upon dissolution of the Chapter, all assets remaining after disposition of all liabilities will be distributed to the members.

SECTION 6. LIABILITIES.

AIS shall not be responsible for any liabilities incurred by LACAIS

ARTICLE VIII

AMENDMENTS

These by laws may be altered, amended, or repealed, and new and other by laws may be adopted by resolution or resolutions duly adopted by a majority of the Executive Board present in person, and submitted to and duly adopted by a two thirds vote the voting membership present and voting at any meeting of the Chapter, with proper advance notice of such vote to members. In addition, changes to the Bylaws shall be consistent with “Bylaw 8. SUBDIVISIONS section, 6. Changes in Bylaws” of the Bylaws of the AIS.

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