Bylaws

ARTICLE I NAME

1.1 The name of the Corporation is the Kuali Foundation, Inc.

ARTICLE II NONPROFIT OPERATION

2.1 The purpose for which the Kuali Foundation, Inc. ("Kuali") is formed is exclusively for administrative systems development and other similar nonprofit purposes, as contemplated by Section 501(c) (3) of the Internal Revenue Code of 1986 (any reference herein to any provision of such Code shall be deemed to mean provisions as now or hereafter existing, amended, supplemented, or superseded).

ARTICLE III PURPOSES AND MISSION

3.1 Purpose. Kuali is a public benefit corporation dedicated to the design and development of collaborative, open source code, software efforts that are targeted at supporting administrative and related scholarly activities for colleges, universities, and the education sector.

3.2 Mission. The mission of Kuali is:

1. To deliver an administrative systems application framework(s) and associated systems, tools and components that are designed to work together to support administrative needs;
2. To support collaboration and community building around the Kuali administrative systems application framework(s) and associated tools and components;
3. To solicit grants and other funding to permit the development and refinement of the Kuali administrative systems framework(s) and associated tools and components;
4. To promote economic efficiencies for IT in administrative systems settings through cooperation, leverage of shared investments and innovation;
5. To engage in the development, adoption and propagation of open standards for IT, data and information, through cooperation with similar efforts;
6. To engage in such activities permitted under the Indiana Nonprofit Corporation Act, incident or beneficial to the foregoing purposes; and
7. To serve as an effective voice for open and community source software for administrative systems efforts in education.

ARTICLE IV QUALIFICATION AND APPLICATION FOR MEMBERSHIP

4.1 Membership. Membership in Kuali is open to academic and research organizations and commercial organizations and institutions with programs and missions consistent with the purposes of Kuali as set forth in Articles II and III and may include colleges and universities, research and development centers, membership organizations, and other nonprofit organizations, and for-profit organizations, provided that applications for membership must show that the organization:

1. has goals and purposes consistent with the goals and purposes of Kuali to the satisfaction of a majority of the Kuali Board members present at the meeting at which the applicant's membership is considered, based on the applicant's application, bylaws, mission statement, and similar evidence,
2. agrees to pay membership fees and dues as specified by the Kuali Board, and
3. designates an Organizational Representative to the Kuali Board. Organizational Representatives serve at the pleasure of their organizations, and may be changed by their organization at any time, with 30 days notice to the Kuali Board.

4.2 Applications. Applications for membership shall be forwarded to the Kuali Executive Director or Chairperson of the Board of Directors under the signature of an appropriate administrative officer of the institution or organization seeking membership. The application shall include a description of the institution's or organization's present programs and future plans in support of administrative systems related to open source code software development and efforts to support collaboration, education and research software. The application must describe how the institution will contribute to the objectives of Kuali and should include descriptions of any relevant programs, research, commercial offerings, community offerings and public service activities contributing to the advancement of open source code software for administrative systems and the broader Kuali Community. Members are subject to a review of these qualifications every year.

4.3 Removal from Membership. An institution or organization shall cease to be a voting member upon failure to pay dues and shall be dropped from the membership roster upon failure to pay dues by the end of the membership year. The membership of any member may also be terminated by the Board of Directors upon a two- thirds vote of the members of the board present at the meeting at which termination is considered, provided that at least sixty days' notice of the intent to consider such action at such meeting must be given. Additionally, all members are subject to review of their qualifications upon request from the board. Evidence that the institution or organization continues to meet the membership qualifications then must be presented to the Board of Directors or its delegate. If the member no longer meets the qualifications in the view of the Board of Directors, the member shall be given an opportunity to show that it continues to meet the membership qualifications. If it cannot do so, its membership shall be terminated at the end of the year. Any gap in membership status, whether for failure to pay dues, resignation, or otherwise, requires payment of the annual membership fee before reinstitution.

ARTICLE V MEMBERSHIP MEETINGS

5.1 Meetings of the Kuali Members shall be held annually, at least, with the dates and places selected by the Board of Directors, to coincide with the Kuali Conferences or other convenient gatherings of the members. Special meetings may be convened by the Board of Directors or at the written request of one-third of the member institutions to consider matters of extreme importance. A meeting agenda shall be distributed prior to meetings.

ARTICLE VI BOARD OF DIRECTORS

6.1 Definition The Kuali Board, hereinafter referred to as the "Board," is the governing and administrative body of the Kuali Project.

6.2 Purposes and Functions

1. Purposes
   1. to provide management and oversight of the business and affairs of the Kuali in accordance with the bylaws and consistent with the mission. This includes management of the corporate assets (including funds, intellectual property, trademarks, support equipment) and allocation of corporate resources to projects.
   2. To provide leadership for the overall project;
   3. To represent the project;
   4. To establish and maintain the processes of coordination determined to be necessary to support the development and release of the Kuali software;
   5. To act as a ‘court of final appeal' for Discussion, Work Groups, and collaborative member activities of the Kuali Project.
2. Functions. The Board of Directors shall have the following functions and such other functions as it deems consistent with the Purposes stated in Article VI, Section 6.2(a) above.
3. To hire an Executive Director, and hire or appoint a Secretary and Treasurer and to determine the conditions of their appointments and to appoint conference chairs and program committee chairs for each conference.
4. To approve the appointment of other committees or subcommittees formed by the Board of Directors. Such committees or subcommittees will have a life of one year which may be extended annually as needed.
5. To appoint the chair and vice-chair of standing committees of the Board.
6. To review standards and processes for admission to membership in conformance with the Bylaws and to review and approve applications for membership.
7. To report promptly to membership on important actions taken by the board, and to make all agendas and minutes (except for executive session minutes) to be available to all members of the larger community in a timely fashion.
8. To approve the employment of necessary staff, purchase of supplies and equipment, and publication of such materials as necessary.
9. To approve the receipt and disbursement of funds on behalf of the Foundation
10. To make interim appointments to vacancies on the Board of Directors if the By-Laws so allow.

6.3 Board Size, Member Term, Meetings

1. The Board shall consist of not less than seven (7) and not more than twelve (12) members.
2. Board members shall serve for a term of two (2) years and may be re-elected or re-appointed.
3. Meetings of the Board
   1. The Board of Directors shall meet at least twice a year at such times and places as designated by the Chair. The Chair or any three members of the Board may call a meeting of the Board.
   2. At least one of the Board meetings each year must be open to all member of the Kuali community. It should be held during or adjacent to one of the Kuali conferences, coinciding with the membership meeting described in Article V, (above). The board should present a status of the foundation, including status of projects, financial status, and vision for the coming year. There will also be an open floor for community members so the board can hear the concerns of the membership, and take questions.

6.4 Nominating Committee. Each year the Board will appoint a Nominating Committee of three (3) individuals who are members of the current Foundation Board.

6.5 Elected Board Seats. At least four (4) Board seats will be directly elected by the Kuali Membership, with one (1) of those reserved specifically for Commercial Affiliates (CAs) who are in good standing as Kuali members, although CAs could hold additional elected or appointed seats as well. Anyone can be nominated or self-nominate for these elected seats. Each institutional member's organizational representative, including CAs will have one (1) vote to elect these seats.

In the event two or more individuals placed on the ballot for a given election cycle receive the same number of votes from the general membership, a simple majority vote taken from the members of the Kuali Foundation Board with the exception of the Chair of the Foundation Board shall seat the incoming member. The Chair of the Kuali Foundation Board shall cast the final deciding vote only in the event the Kuali Foundation Board is unable to seat an incoming member by a simple majority vote. Board Members shall recuse themselves from any such voting where a conflict may arise and the Board may adopt alternative methods for validating the election results in the event the Chair is unable to cast a deciding vote.

6.6 Appointed Board Seats. There will be up to eight (8) seats that may be appointed based on direct recommendation from the Kuali Project Boards. The Nominating Committee will assess the overall blend of Board seats with the goal of ensuring balanced Board membership by institution and role as well as ensuring representation by Kuali Projects -- based on projects' stage and importance of representation to the overall Kuali community. Each year, the Nominating Committee will make a recommendation to the Kuali Foundation Board regarding how many seats should be appointed from names submitted by the Project Boards and how many should be put up for direct election. For those that will be appointed, the Nominating Committee will solicit two to three (2-3) names from the Board of each of the Projects selected for the current election cycle and then submit the recommended slate of appointed members to the Kuali Foundation Board for approval.

6.7 Vacancies. If an individual elected or appointed to the Board is incapacitated or resigns, the Kuali Board may appoint an individual to the Board for the remainder of that person's term.

6.8 Quorum. A majority of the entire membership of the Board of Directors as fixed in these Bylaws shall constitute a quorum for the transaction of any business. In the absence of a quorum, a majority of those members present may adjourn the meeting. When a quorum is once present to organize a meeting, it is not broken by the subsequent departure of one or more directors from the meeting, provided that at least one third of the board is present at all times. The affirmative vote of a majority of the members present at a Board meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the Board, except as a larger vote may at any time be otherwise specifically required by Indiana Nonprofit Corporation Law, the Articles of Incorporation, or these Bylaws.

6.9 Notice. At least ten days' notice shall be given to each Director of a regular meeting of the Board of Directors. A special meeting of the Board of Directors may be held upon notice of five days. Notice of a meeting of the Board of Directors shall specify the date, time, and place of the meeting, but need not specify the purpose for the meeting or the business to be conducted. A Director may waive notice of any regular or special meeting of the Board of Directors by written statement filed with the Board of Directors, or by oral statement at any such meeting. Attendance at a meeting of the Board of Directors shall also constitute a waiver of notice, except where a Director states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.

6.10 Telephonic meetings. The Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment through which all members participating in the meeting can speak to and hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. This includes online communication methods other than telephone at the board's discretion.

6.11 Unanimous Consent, in lieu of meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting, provided all directors or members of such committee, as the case may be, consent in writing to the action and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee. Consent in such fashion shall have the same force and effect as a meeting vote, and may be described as such in any document executed by or on behalf of the corporation.

6.12 Compensation. Members of the Board of Directors other than officers and employees shall receive no compensation for their services but, by resolution of the Board, may be reimbursed for expenses incurred while acting on behalf of the corporation.

6.13 Executive Committee. By a vote of the majority of all the Directors (Board Members) in office, the Board of Directors may designate an Executive Committee consisting of the Chair, Vice-Chair and one other board member which shall have authority to act for the Board of Directors in between meetings of the full Board; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; fixing the compensation of the Directors for serving on the Board or on a committee; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or the director by law, the Board of Directors may designate one or more of the Directors as alternate members of the Executive Committee, who may replace any absent or disqualified member at any meeting of the Committee upon the request of the Chair. Vacancies in the Executive Committee shall be filled by the Board of Directors at a regular or special meeting.

ARTICLE VII OFFICERS

7.1 Number. The officers of the corporation shall be a Chair, Vice-Chair, Executive Director, Secretary, and Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The duties of any such officers and assistant officers shall be fixed by the Board of Directors, or by the Chair if authorized to do so by the Board of Directors, but to the extent not so fixed, shall be those customarily exercised by corporate officers holding such offices.

7.2 Chair and Vice-Chair. The Chair, who shall serve as President, and Vice-Chair, who shall serve as Vice President, shall be elected by the Board by majority vote. They shall normally serve one year. They may be reelected. The term of office of either officer shall terminate upon the effective date of his or her resignation; upon his or her death; or upon a majority vote of the Board to remove him or her from office. Any vacancy created thereby shall be filled by the Board of Directors from among its members. The Vice-Chair shall serve as Chair whenever the Chair is unable to so serve.

7.3 Executive Director. The Executive Director position, when vacant, may be filled on an interim basis by appointment of the Chair to the position. A permanent Executive Director shall be selected by majority vote of the Board of Directors from among applicants for the position. Such applicants shall be solicited from the membership institutions, or elsewhere at least two months prior to filling of the vacancy. The Executive Director serves at the pleasure of the Board.

7.4 Treasurer and Secretary. The offices of Treasurer and Secretary shall be filled by appointment of the Board of Directors. The Treasurer and Secretary, who may but need not be members of the Board of Directors, shall serve one year terms. The term of office may be changed from time to time by the Board. An individual may serve as Treasurer or Secretary for succeeding terms without limitation. The term of office of Treasurer or Secretary shall terminate upon the effective date of his or her resignation submitted orally or in writing to the Board of Directors; upon his or her death; or upon a majority vote of the Board to remove him or her from office. Any vacancy created thereby shall be filled by the Board of Directors.

ARTICLE VIII CONFLICT OF INTEREST POLICY

8.1 Purpose. The purpose of the conflict of interest policy is to protect Kuali's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of Kuali or might result in a possible Excess Benefit Transaction (as that term is defined below). This policy is intended to supplement, but not replace, any applicable state and Federal laws governing conflict of interest applicable to non-profit and charitable organizations.

8.2 Definitions. For purpose of this Article VIII, the following terms shall have the following meanings:

1. "Compensation" shall mean direct or indirect remuneration as well as gifts or favors that are not insubstantial.
2. "Excess Benefit Transaction" shall mean any transaction or arrangement in which an economic benefit is provided by Kuali, directly or indirectly, to or for the use of any Interested Person (including members of his or her family and any entity which is thirty-five percent (35%) owned or controlled by such Interested Person) if the value of the economic benefit provided exceeds the value of the consideration (including the performance of services) received for providing such benefit.
3. "Financial Interest" shall mean any person who has, directly or indirectly, through business, investment or family relationship, any of the following:< >An ownership or investment interest in any entity with which Kuali has a transaction or arrangement; or
   

   A Compensation arrangement with Kuali or with any entity or individual with which Kuali has a transaction or arrangement; or

   A potential ownership or investment interest in, or Compensation arrangement with, any entity or individual with which Kuali is negotiating a transaction or arrangement.

   "Interested Person" shall mean any director, officer, or member of a committee (with powers delegated from the Board of Directors) who has a direct or indirect Financial Interest. If a person is an Interested Person with respect to any entity in the corporate organization of which Kuali is a part, he or she is an Interested Person with respect to all entities in that system.

8.3 Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence and nature of his or her Financial Interest to the directors and members of committees with powers delegated from the Board of Directors considering the proposed transaction or arrangement.

8.4 Determining Whether a Conflict of Interest Exists. After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, the Interested Person shall leave the Board of Directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board of Directors or committee members shall decide if a conflict of interest exists.

8.5 Procedures for Addressing the Conflict of Interest.

1. An Interested Person may make a presentation at the Board of Directors or committee meeting, but after the presentation, the Interested Person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The Chairman of the Board of Directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board of Directors or committee shall determine whether Kuali can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Kuali's best interest, for its own benefit, and whether the transaction or arrangement is fair and reasonable to Kuali. In conformity with the above determination the Board of Directors or committee shall make its decision as to whether to enter into the transaction or arrangement.

8.6 Violations of the Conflict of Interest Policy.

1. If the Board of Directors or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member's response and after making such further investigation as may be warranted by the circumstances, the Board of Directors or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

8.7 Records of Proceedings. The minutes of the Board of Directors or committees with powers delegated from the Board of Directors shall contain:

1. The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the Board of Director's or committee's decision as to whether a conflict of interest in fact existed; and
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

8.8 Compensation.

1. A voting member of the Board of Directors who receives Compensation, directly or indirectly, from Kuali for services is precluded from voting on matters pertaining to that member's Compensation.
2. A voting member of any committee whose jurisdiction includes Compensation matters and who receives Compensation, directly or indirectly, from Kuali for services is precluded from voting on matters pertaining to that member's Compensation.
3. No voting member of the Board of Directors or any committee whose jurisdiction includes Compensation matters and who receives Compensation, directly or indirectly, from Kuali, either individually or collectively, is prohibited from providing any information to any committee regarding Compensation.

8.9 Annual Statements. Each director, officer and member of a committee with powers delegated from the Board of Directors shall annually sign a statement which affirms that such person:

1. Has received a copy of the conflicts of interest policy;
2. Has read and understands the policy;
3. Has agreed to comply with the policy; and
4. Understands that Kuali is a charitable organization and that in order to maintain its Federal tax exemption it must engage primarily in activities that accomplish one (1) or more of its tax-exempt purposes.

8.10 Periodic Reviews. To ensure that Kuali operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

1. Whether Compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining; and
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further Kuali's charitable purposes and do not result in inurnment, impermissible private benefit or in an Excess Benefit Transaction.

8.11 Use of Outside Experts. When conducting the periodic reviews provided for in this Article VIII, Kuali may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.

ARTICLE IX OFFICES

9.1 The principal office and registered office of the Kuali shall be located in Bloomington, Indiana.

ARTICLE X STANDING COMMITTEES

10.1 The standing committees are those committees that operate on a continuing basis. They may be created and disbanded at the desire of the Board. They will be reviewed on an annual basis.

ARTICLE XI AMENDMENTS

11.1 The Bylaws or the Articles of Incorporation may be amended in whole or in part by a two thirds majority vote of the Board of Directors except as otherwise specified for special circumstances in these Bylaws or provided by Indiana law. Amendments may be proposed by any Organizational Representative to the Board of Directors. The Board shall circulate the proposed amendment to all Organizational Representatives, and publish it to the public, for discussion, at least thirty days prior to vote. In addition, all amendments must be discussed at a Board meeting prior to the one at which they are voted on by the Board.

ARTICLE XII PUBLICATIONS

12.1 The Board of Directors shall prepare an annual report of activities and such special bulletins and reports as are deemed necessary.

ARTICLE XIII CONTRACTS, CHECKS AND DEPOSITS

13.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation who are not specifically so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; provided that such authorization shall be confirmed by written resolution.

13.2 Checks. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. Those who have check signing ability for the corporation shall be bonded.

13.3 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

13.4 Contributions and Gifts. The Board of Directors may accept or reject on behalf of the corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the corporation.

ARTICLE XIV BOOKS AND RECORDS

14.1 Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the Board of Directors. All books and records of the corporation may be inspected by any director, or his or her agent or attorney for any proper purpose at any reasonable time.

ARTICLE XV MISCELLANEOUS PROVISIONS

15.1 Fiscal year. The annual accounting period of the corporation shall be determined by the Board of Directors.

15.2 Parliamentary Authority. The rules of parliamentary procedure in "Robert's Rules of Order, Revised", shall govern the proceedings of the meetings of this corporation, subject to all other rules contained in the Articles of Incorporation and Bylaws.

15.3 Severability. Each of the sections, subsections and provisions hereof shall be deemed and considered separate and severable so that if any section, subsection or provision is deemed or declared to be invalid or unenforceable, this shall have no effect on the validity or enforceability of any of the other sections, subsections or provisions.

15.4 Website. Kuali shall maintain a publicly-accessible Internet World Wide Web site (the "Website"), which may include, among other things:

1. A calendar of scheduled meetings of the board, Standing Committees and Discussion and Work Groups
2. A docket of all pending policy development matters, including their schedule and current status
3. Specific meeting notices and agendas as described below
4. Information on Kuali's budget, annual audit, financial contributors and the amount of their contributions and related matters
5. Announcements about Kuali activities of interest to significant segments of the Kuali community
6. Comments received from the community on policies being developed and other matters
7. Information about Kuali's physical meetings and public forums, and
8. Other information of interest to the Kuali community