About eC3

Bylaws

Bylaws

Articles of Incorporation

The National Electronic Commerce Coordinating Council

Interim Bylaws

PREAMBLE

It is the intent of the National Electronic Commerce Coordinating Council (eC3) to enter into a period of re-evaluation of mission, vision, and governance. To that end, the 2007 Board of Directors desire to amend the organization Bylaws, as amended April 2006, as set forth below. During the interim period of these Bylaws, the organization shall maintain and continue its historical relationship with the national organizations listed in the most recent prior Bylaws.

Article I

BOARD OF DIRECTORs

Section 1. Membership. The following individuals shall constitute the interim eC3 Board of Directors: PK Agarwal, Dan Combs, Matthew Dunlap, Dan Greenwood, Bert Jarreau, Brad Johnson, William Kilmartin, David Lewis, Elaine Marshall, Stuart McKee, Debra Nye, Tom Sadowski, Alan Shark, David Temoshok, and JD Williams.

Additional interested parties may be added to the Board by a majority vote of the members of the Board of Directors.

Section 2. Allocation of Vote. The above-named individuals shall each have one vote in determining the future course of the organization.

Section 3. Quorum. A simple majority of the above-named individuals shall constitute a quorum for the conduct of business.

Section 4. Method of Meeting and Voting. All meetings of the interim Board of Directors may be conducted in person or telephonically, or a combination of such method. Any votes taken other than in a duly called and noticed Board meeting may be conducted by mail or email.

Section 5. Proxy. For the purposes of establishing a quorum, proxy voting shall be permitted. Proxy’s may be given to another Board member or may be given to a non-Board member.

Section 6. Suspension of certain Article I and Article II Bylaws. The Bylaws contained in Article I of this document shall supersede those Bylaws contained in Article I of the prior Bylaws. Likewise, the provisions of ARTICLE II of the prior Bylaws are superseded except Section 1. Authority and Duties, Section 4. Creation of Advisory Board, Section 5. Meeting Procedure, Section 8. Special Meetings, Section 9. Notice of Meetings, Section 11. Voting Rights of Directors, Section 12. Waiver of Notice, Section 13. Action Without Meeting, Section 14. Meetings by Means of Communication Equipment, and Section 15. Policy.

Article III

Committees

All of the provisions of ARTICLE III shall remain in full force and effect.

Article IV

Officers

Section 1. Designation of Officers. The officers of the interim Board of Directors shall constitute the Executive Committee and shall be as follows:

  • President
  • Vice President
  • Secretary
  • Treasurer
  • Immediate Past President

The above individuals shall serve at the pleasure of the Board of Directors until replaced. Any vacancy in the above five offices shall be filled at the next Board of Directors meeting following the vacancy. The Vice President shall act as interim President until the Board of Directors can fill the presidency and any other vacant offices. In the event of a vacancy in both the Presidency and Vice Presidency, the Immediate Past President shall serve as the interim presiding officer.

The Executive Committee is hereby granted authority to conduct any and all business of the organization by majority vote, including acting in place of the full Board of Directors at a noticed meeting of the Board in the absence of a quorum. Additionally, a majority of the Executive Committee may enter into and direct any contract with an administrative agent.

Suspension of Certain Article IV Bylaws:
Article IV as rewritten above shall supersede and suspend those contained in Article IV: Officers Sections 1, 2, and 3. The remaining provision of Article IV shall remain in effect (Section 4. President, Section 4. Vice President [typo – redundant numbering in original], Section 5. Secretary, Section 6. Treasurer, Section 7. Other Officers, and Section 8. Delegation of Authority and Duties).

ARTICLE V

PUBLICITY

All of the provisions of ARTICLE V shall remain in full force and effect.

Article VI

Finances

All of the provisions of ARTICLE VI shall remain in full force and effect.

Article VII

Limitation of Liability in Damages and Indemnification

All of the provisions of ARTICLE VII shall remain in full force and effect.

Article VIII

Amendments

ARTICLE VIII shall be rewritten as follows:
These Bylaws of the Corporation may be amended or new Bylaws established or totally rewritten by the affirmative vote of two-thirds (2/3) of the Interim Board of Directors following votes taken in the manner required by these Bylaws.

Article IX

Fiscal Year

All of the provisions of ARTICLE IX shall remain in full force and effect.

Article X

Duration

ARTICLE X shall be superseded as follows:
Section 1. Duration. These Bylaws become effective with the Board of Directors meeting following the 2007 Annual Meeting and shall remain the interim Bylaws until December 31, 2008, unless amended earlier. These Bylaws may also be amended by a postponement of the date of duration.