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Bylaws for Arizona School Computer User’s Support (ASCUS)


The name of this organization shall be Arizona School Computer Users' Support (ASCUS)

ARTICLE II: Exempt Purpose

The organization is organized in accordance with the Arizona Nonprofit Corporation Act, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The organization is organized exclusively for purposes subsequent to section 501(c)(3) of the Internal Revenue Code.

Members of ASCUS share the following goals:
  1. To advance the knowledge and understanding of its members in the operation of computer based educational management systems.
  2. To provide a forum for members to interact on mutual concerns and to provide an opportunity for an interchange of ideas, methods, and future directions in computer assisted educational management.
  3. To advance communications among member school districts, Arizona Department of Education (ADE), professional organizations, and software vendors.
  4. Within various product software, help identify issues and make recommendations for product enhancement, evolution, and integration.
  5. To cooperate with similar and related organizations that operate at the local, state, regional, and national levels that share the beliefs of this organization.
  6. To provide training, working seminars and briefings on new and/or complex procedures and provide local regional conferences.
  7. To encourage individual and professional development.
  8. To conduct and share research regarding present and new technologies and techniques.

ARTICLE III: Financial Support

The primary operational support of ASCUS shall be derived from meeting registration dues.

ARTICLE IV: Membership

  1. Classes of Members. The Association shall have the following two classes of members
    1. Institutional Members. Any educational institution using computer assisted educational management software is eligible to become an institutional member of ASCUS. Each institutional member in good standing shall have the right to vote on any matters requiring a vote of the membership.
    2. Associate Members. A person or entity which supplies institutional members with educational technology goods or services not supplied by the Association's supporting companies is eligible for status as an associate member of the ASCUS. Associate members shall have no voting rights.
  2. Members in Good Standing. Members in good standing are those Institutional and Associate members who attend meetings regularly.

ARTICLE V: Board of Directors

  1. Board of Directors
    The Board of Directors shall consist of a President, Vice-President, Treasurer, Secretary, 3 finance user representatives and 3 student user representatives. All officers must be institutional members in good standing.
  2. Elections
    A nominating committee shall be appointed by the Board of Directors every three (3) years at the last board meeting of the fiscal year. The nominating committee shall present a slate of candidates to the current board to be presented to the membership. Officers will be elected for a term of three (3) years. Officers are installed by nomination and approved by a majority of the voting members. Officers assume duties at the next meeting after elections, except for unfilled terms. Officers may be elected to successive terms.
  3. Special Elections
    Special elections may be ordered by the President when deemed necessary to fill officer vacancies brought about by resignations, incapacity, or non-performance of duties.
  4. Duties
    The President shall:
    • Prepare meeting agendas.
    • Call and preside over all meetings.
    • Direct the administration of business for the organization. Ensure that respective officers and chairpersons are performing the duties for which they are responsible.
    • Arrange special elections for vacant offices, or appoint vacant offices.
    • Be the primary spokesperson for ASCUS on matters pertaining to ASCUS and the entity of the organization for legal purposes.

    The Vice President shall:
    • Act for the President in his/her absence.
    • Be responsible for the program for all general meetings and specialized areas.
    • Arrange for independent annual financial audit to be performed, as deemed necessary and approved via a vote by the Board of Directors.
    • Perform other duties as required.

    The Secretary shall:
    • Be responsible for written communication with external organizations.
    • Be responsible for taking notes to develop agenda for state meetings.
    • Maintain the Group's files and records.
    • Maintain accurate membership and mailing lists.
    • Maintain the minutes of the Board of Directors' meetings.

    The Treasurer shall:
    • Collect, disburse, and account for all financial transactions.
    • Prepare quarterly financial reports for presentation at the general meetings.

    The Finance/Student Representatives shall:
    • Assist in organization of break out sessions at local ASCUS meetings.
    • Attend special Forums when necessary.
    • Assist in defining Training programs.
  5. Removal/Vacancies
    A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.

    The Board of Directors shall have the power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.

ARTICLE VI: General Meetings

  1. General meetings shall be held periodically, but at least one time in each organizational year to advance the purposes of ASCUS, and conduct necessary business, which would include tri-annual election of officers and bylaw changes.
  2. Board of Directors shall meet periodically to advance the purposes of ASCUS and establish dates, places, and agendas of general meetings.
  3. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed, including approval by email, by the directors with respect to the subject matter of the vote.


  1. Expenditures and receipts shall be governed by the policies as established by the Officers and which are in compliance with generally accepted accounting practices and the laws of non-profit corporations in the state.
  2. By two-thirds vote, Institutional members may levy assessments against themselves, primarily for special programming projects
  3. In the event of dissolution of ASCUS, all liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.

ARTICLE VIII: Indemnification

Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).

ARTICLE IX: Modification of the Bylaws

  1. Any Institutional member, in good standing, may make recommendations for a modification to the bylaws by submitting a written request of the modification to the President. The recommended change shall be voted on at the next regularly scheduled general meeting.
  2. A two-thirds vote of the Institutional members, in good standing, present at the meeting shall be required to adopt a change to the bylaws.

ARTICLE X: Parliamentary Authority

Meetings shall be conducted using consensus procedures. An example of how consensus works as a decision-making model is as follows:
  1. A board member presents an idea. It can be a formal proposal, but can also be an idea, not yet fully formed.
  2. The idea is passed around and the pros and cons are discussed.
  3. As a result of the discussion the idea can be modified.
  4. If a general agreement emerges, the President can call for a consensus vote, by restating the latest version of the idea or proposal, to see if everybody agrees.
  5. If anyone dissents, the President will return the Board to the discussion to see if the idea can be modified further to make it acceptable to everyone.

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