iConnectSolutions Bylaws

Revised August 2019

Article 1: Name

This organization made up of users of “Digital Technology International or its successor companies” (DTI or its successor companies) systems serving the publishing industry will be known as DTIConnect, DBA iConnectSolutions.

Article 2: Purpose

The objectives of DTIConnect, DBA iConnectSolutions are to (1) share and exchange information about the use and enhancement of “DTI or its successor companies” systems and associated systems and products and (2) provide a communication channel between users and “DTI or its successor companies” to resolve common problems and focus on industry needs.

Article 3: Incorporation

3.1. . DTIConnect, DBA iConnectSolutions is incorporated in Nevada as a nonprofit organization pursuant to section 501(c)(6) of the United States Internal Revenue Code. As such, none of its earnings may inure to any private shareholder or individual, it may not attempt to influence legislation as a substantial part of its activities and it may not participate in any campaign activity for or against political candidates.

3.2. Upon dissolution of the Corporation, all debts and obligations of the Corporation will be paid. Any remaining assets may be distributed to one or more organizations formed for similar purposes and qualified as a tax-exempt entity under Section 501(c)(6) of the code or, if they represent dues paid, may be refunded to the membership.

3.3. The formal date of incorporation is March 3, 2011

3.4. The organization will hold an annual audit of its finances, with the results presented to membership at the annual conference and made available for review via the membership communication methods currently in place e.g. website, email, discussion forums.

Article 4: Membership

4.1.A business entity that is a licensed user of publishing systems or services provided by “DTI or its successor companies” or has a signed contract for same is eligible for membership. The vendor is not eligible.

4.2. Each member organization will pay annual dues as specified by the Board to support the activities of the group. Any member not paying the annual dues within sixty (60) days of the January billing will forfeit all member privileges until full payment is received.

4.3. Each member in good standing will be allowed one (1) vote only.

4.4. Employees of a member organization may have access to DTIConnect, DBA iConnectSolutions’s website and discussion forums upon request.

4.5. An individual or entity that is not a licensed user of publishing systems or services of “DTI or its successor companies ”but who can further the purposes of DTIConnect, DBA iConnectSolutions is eligible for associate membership by the unanimous annual approval of the Board of Directors. Associate members may attend conferences but cannot participate in the annual business meeting, vote, serve on the Board or use e-mail forums to solicit business. They will pay the same fees as members (annual dues and all fees associated with conferences they attend).

4.6. A member may resign at any time. Membership will automatically terminate in the event that a member’s license to use the publishing systems or services provided by “DTI or its successor companies” is terminated or revoked for any reason and/or in the event that the member fails to pay its membership dues as provided in Section 4.2. Upon the approval of the Board of Directors followed by the approval of a majority of the members present at an annual conference or polled between meetings, membership that is not consistent with the spirit of the group may be terminated. In the event of termination, no fees are refundable.

Article 5: Meetings

5.1. DTIConnect, DBA iConnectSolutions will normally have an annual conference at a time and place to be decided by the conference planning team, which will include “DTI or its successor companies”. As conditions warrant, a virtual conference can be scheduled.

5.2. At the annual conference, at least one Business Meeting with a quorum present shall be held to conduct the business of the organization, including but not limited to Board elections and other items of importance to the organization or members.

5.2.1. A quorum for the Business Meeting shall be defined as more than 50 (fifty) percent of member organizations in attendance at the conference. A member organization is considered in attendance at the Business Meeting if at least one attendee from that organization is present at the meeting.

5.3. At the invitation of the Board, vendors and consultants may attend the annual conference but may not vote or attend the business meeting. Prospective DTI sites may attend with the approval of a Director but may not vote or attend the business meeting. “DTI or its successor companies” may not attend the business meeting.

5.4. Exhibiting vendors will pay a fee determined by the Board of Directors to display their wares at a designated area during the annual conference.

Article 6: Board of Directors

6.1. Only active members are eligible for election to the Board of Directors.

6.2. The number of Directors may not be less than four (4) or more than twelve (12). Should the Board of Directors membership drop below four members, the remaining members will appoint an interim member to serve until the next annual meeting.

6.3. The term of Directors will be two years and run from annual meeting to annual meeting.

6.4. No more than one person from each member organization may serve as a Director at any given time.

6.5. In the event an election is needed, one clerk, one inspector and one judge will be appointed by the President and will conduct elections. After the polls are closed, the judge will give the results to the President who will announce the candidates having the majority of votes and duly elected.

6.6. All candidates for Director must be present to accept the nomination or must have submitted a letter or email stating their acceptance to the President.

6.7. The Board of Directors will appoint Officers at the conclusion of the election-year conference.

6.8. The Board of Directors will convene during the annual conference. Other meetings may be conducted at a physical location of the Directors choice or may be conducted via telephone conference call or similar electronic means.

6.9. A majority of the Directors will constitute a quorum for the transaction of business at any meeting, physical or virtual, of the Board of Directors. The vote of a majority of the Directors present at a meeting at which a quorum is present will be considered an act of the Board. No Director may vote or act by proxy at any meeting of the Board.

6.10. The term of office of any Director will be terminated if s/he is no longer employed by a member or if that Director’s employer terminates its membership. Any member of the Board may be removed for malfeasance by a majority vote of the Board.

Article 7: Officers / Duties

7.1. The Board of Directors will appoint a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also appoint other officers or assistants as it deems necessary.

7.2. The President, subject to the direction and supervision of the Board of Directors, will (a) preside over all meetings, (b) ensure that the bylaws are faithfully executed, (c) appoint all committees, (d) perform all other duties incidental to the office of President.

7.3. The Vice President will (a) assist the President and perform such duties as may be assigned by the President or the Board of Directors, (b) assume the responsibilities of the President in his or her absence, (c) assume the Presidency if that Director is no longer able to serve, (d) assume the Presidency upon completion of their respective terms.

7.4. The Secretary will (a) keep all minutes of the proceedings of the annual business meeting and any meetings of the Board of Directors, (b) handle correspondence and mailings of the group, (c) perform all duties incumbent upon the office of Secretary.

7.5. The Treasurer is the principal financial officer of the group and will (a) bill all members for dues, (b) record and deposit monies collected, (c) maintain an up-to-date membership roster, (d) pay all bills of the group upon presentation of proper vouchers, (e) maintain records of all financial transactions, (f) prepare a detailed annual financial statement for membership approval and (g) approve group e-mail forum and website access applications.

7.6 If you are ending your first year term as a Board Member and are appointed to an officer position this will restart your two year commitment.

Article 8: Advisory Committee

8.1 An individual or committee may be appointed by the Officers to serve in an advisory capacity, working with the Officers, “DTI or its successor companies” personnel and/or all members of DTIConnect, DBA iConnectSolutions. If appointed, the Advisor(s) will serve for a period of one (1) year under the direction of the Vice President.

8.2 Upon a super majority vote of the Board of Directors, one (1) employee of the vendor organization defined in Article 1 may be selected to serve on the Advisory Committee but may not be a part of any business discussions held. This membership is not guaranteed, will not be for more than one (1) year and may be terminated at any time by a simple majority vote of the Board of Directors.