Membership Agreement
The Alliance for Commercial Technology in Government
Last Updated: 12/18/2020
MEMBER TERMS
Application Review & Approval: Applications for Membership must be approved by the Board of Directors of The Alliance for Commercial Technology in Government (“The Alliance”). No one will be considered a Member unless they are current on any fees/dues and their Membership Application has been approved in writing by The Alliance. Any applicants for Membership that are rejected will receive a refund of any prepaid dues in a timely manner.
Annual Renewal: To remain a Member, each Member must annually assent to this Membership Agreement on or before the date of the renewal. In renewing, members will both affirm their consent to the terms of the Membership Agreement and the Bylaws of The Alliance (Exhibit A).
Code of Conduct: Members should conduct themselves in a professional manner at all times; The Alliance does not tolerate behavior that is inappropriate, illegal, disruptive, or abusive. The Alliance defines inappropriate behavior as any form of verbal, written, or physical abuse, the use of directly or indirectly derogatory or discriminatory language, gestures or actions, any form of harassment, bullying, racism, sexism, or any other targeted comments which are intended to cause personal offense to another The Alliance community member either in-person or through any means of communication, including social media channels, or in violation of any local, state, or national laws.
Upholding Values and Mission of the Organization: Member hereby agrees that they are joining this organization to promote its goals and mission, as defined by the Board of Directors from time to time, and is not joining this organization for any other reason or purpose. Should it be determined by the Board of Directors that a Member has joined the organization for some ulterior motive or purpose, the Board may rescind such membership with immediate effect and with no recourse by Member.
Liability: In no event shall The Alliance, or any of its agents, employees, or volunteers be liable under this Membership Agreement to any Member or any third party for consequential, incidental, indirect, exemplary, special, punitive or other damages, including any damages related to investment activity whether or not such damages were proximate or foreseeable. Notwithstanding anything herein to the contrary, in the event that any aforementioned party is determined to be liable to any Member or third party for any reason, the Member agrees that the aggregate liability shall not exceed the Annual Dues paid by the Member during the calendar year in which any such liability occurred. Member shall attempt to resolve a dispute by contacting The Alliance and negotiating for a resolution of such dispute in good faith for at least thirty days. In all cases, Members must bring any action against any aforementioned party within one year from the date of accrual of the cause of action.
Member Information: Members authorize The Alliance to identify them as a Member on The Alliance’s website content, advertising, and marketing materials. Members shall not disclose any information on other Members without the express consent of such Members.
Assignment: This Membership Agreement is binding and for the benefit of The Alliance and its Members only. A Member may not assign his or her rights under this Membership Agreement to any other party.
Jurisdiction: This Membership Agreement and all related documents, including any and all exhibits attached hereto, are governed by, and construed in accordance with, the laws of Washington, D.C., excluding its conflicts of law principles. Each Member irrevocably and unconditionally agrees that she/he will not commence any action, litigation, or proceeding of any kind whatsoever against any other party in any way arising from or relating to this Membership Agreement in any forum other than through arbitration below, except, solely in the case of injunctive or equitable relief in the courts located in the District of Columbia. Each Member hereby irrevocably consents to the personal jurisdiction of such courts and waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in such courts has been brought in an improper or inconvenient forum.
Mandatory Arbitration: All claims and disputes arising under or relating to this Membership Agreement are to be settled by binding arbitration in Washington, D.C.. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorney’s fees. Any award declared during arbitration may be confirmed in a court of competent jurisdiction.
Entire Agreement: This Membership Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereto and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter. No party may rely on any statement, representation, warranty or agreement of the other party or of any other person acting on such party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Membership Agreement.
Electronic Signatures: Each member agrees that the electronic signature, whether digital or encrypted, of the member is intended to authenticate this writing and to have the same force and effect as a manual signature. “Electronic signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.
No Waiver: No waiver by The Alliance of any breach by the other of any condition or provision of this Membership Agreement with regard to any other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by any party in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. No waiver under this Membership Agreement is effective unless it is in writing, identified as a waiver to this Membership Agreement and signed by an authorized representative of the party waiving its right.
No Third-Party Beneficiary: This Membership Agreement is not intended to benefit any third party and does not confer any rights or remedies to any person or entity other than the parties to this Membership Agreement.
Severability; Counterparts: If any term or provision of this Membership Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Membership Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Membership Agreement may be executed in one or more counterparts, each of which is an original, and all of which together constitute only one agreement between the parties. The signatures of all the parties do not need to be on the same counterpart to be effective. Delivery of an executed counterpart by any means has the same effect as delivery of an executed original of this Membership Agreement.
EXHIBIT A: ORGANIZATIONAL BYLAWS
BYLAWS
of
The Alliance for Commercial Technology in Government
(formed under the District of Columbia
Nonprofit Corporation Act of 2010)
(adopted October 28, 2020)
ARTICLE I
Name and Location
Section I.01. Name. The name of the corporation (the “Corporation”) is The Alliance for Commercial Technology in Government.
Section I.02. Location. The principal office of the Corporation shall be located at such location within or without the District of Columbia as the Board of Directors shall determine. The Corporation may maintain additional offices at such other places as the Board of Directors may determine from time to time.
Section I.03. Registered Office and Agent. The Corporation shall continuously maintain a registered office and agent within the District of Columbia at such place as may be designated by the Board of Directors. The Corporation’s initial registered office and agent are set forth in the Articles of Incorporation.
ARTICLE II
Purposes
The Corporation is organized as a social welfare organization within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986, as now in effect or as hereafter may be amended (the “Code”). The purposes for which the Corporation is formed are to educate and inform Congress on policies related to the acquisition of innovative commercial technologies, to ensure that our government maintains a technological edge and provides effective services to citizens. In addition to the foregoing, the Corporation may carry on any other social welfare (within the meaning of Internal Revenue Code Section 501(c)(4)) activity which is consistent with the other provisions of these bylaws and which may be lawfully carried on by a corporation organized under the District of Columbia Nonprofit Corporation Act of 2010 (the “Act”).
ARTICLE III
Members
Section III.01. Membership. The Corporation shall have members (“Members”). Membership shall be open to businesses, organizations, and other entities or persons that are interested in advancing and supporting the purposes of the Corporation, subject to approval by the Board of Directors and subject to any criteria set forth in these Bylaws and/or that may be later defined by the Board of Directors. The voting rights of Members shall be limited to those rights expressly set forth in these Bylaws. No Member shall have any right, title, or interest in any funds, reserves, or other assets of the Corporation. There shall be a class of Members designated as the "Founding Members". The Board of Directors shall determine by majority vote whether any admitted Member shall be designated as a "Founding Member". The Founding Members shall, in addition to all other rights they may have as Members under these Bylaws and applicable law, have the following rights: (i) to elect two (2) directors to the additional board positions created at the first (1st) annual meeting of the Board of Directors and to fill any director vacancies that may occur prior to the second (2nd) annual meeting of Members, as described in Article IV below, and (ii) to approve the initial Policy Agenda of the Corporation and serve on the Policy Committee, as described in Article V below.
Section III.02. Admission. Application for membership in the Corporation shall be made in writing on a form approved by the Board of Directors. Without limitation, as a condition of membership, a Member must agree in writing to abide by these Bylaws and all policies of the Corporation. If the Member is entity, it shall designate in writing the individual authorized to represent the Member on Corporation matters. An application for membership shall be approved or disapproved by the Board of Directors or person or committee which has been delegated this authority by the Board of Directors. Membership in the Corporation may not be transferred or assigned, other than with the approval by a majority vote of the Board of Directors.
Section III.03. Dues. The Board of Directors may establish annual dues and any other assessments to be paid by Members.
Section III.04. Termination and Suspension of Membership. Any Member may be removed at any time by a majority vote of the Board of Directors, provided however that such Member shall first be afforded an opportunity to be heard by the Board of Directors. A Member may terminate its membership in the Corporation at any time upon written notice to the Board of Directors. A Member that has been removed or terminated its membership in the Corporation shall have no rights or privileges of membership in the Corporation and shall have no claims against the Corporation or its officers or directors for the refund of any dues or other fees previously paid. A Member who does not timely pay any dues or assessments shall have its membership automatically suspended upon notice thereof from the Board of Directors, and may be reinstated only by approval of the Board of Directors upon payment of all delinquent dues and assessments. A suspended Member shall lose all privileges of membership, including without limitation the right to vote, during the period of suspension.
Section III.05. Meetings.
(a) An annual meeting of Members shall be held at such date, time and place as shall be designated by the Board of Directors.
(b) Regular meetings of Members may be held at such date, time and place as shall be designated by the Board of Directors.
(c) Special meetings of Members may be called by the Board of Directors, or by Members holding at least twenty-five percent (25%) of all votes, for such purpose and at such date, time, place as shall be designated by the party that calls the special meeting.
(d) Except as otherwise provided by these Bylaws, the Articles of Incorporation, or otherwise by law, written notice stating the place, date, and time of a meeting of the Corporation shall be delivered not less than five (5) days before the date of a meeting of the Members, either personally or by mail (including by electronic mail or other electronic means), by or at the direction of the Board of Directors or the Secretary, to each Member entitled to have a representative attend such meeting.
(e) Each Member shall have one (1) vote for all Member actions whether at a meeting or by written consent.
Section III.06. Quorum and Action of Members. Unless a greater proportion is required by law, the presence of a majority of Members shall constitute a quorum for the transaction of business. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the majority vote of the Members present at the meeting at which a quorum is present shall be the act of the Members.
Section III.07. Informal Action by the Members. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Members may be taken without a meeting if all Members consent in writing thereto. The resolution and the written consents thereto shall be filed with the minutes of proceedings of Members. Any one or more Members may participate in a meeting of the Members by means of the Internet, telephone conference or other electronic communications technology by means of which all persons participating in the meeting can communicate with one another. Participation in a meeting by such means shall constitute presence in person at the meeting.
ARTICLE IV
Board of Directors
Section IV.01. Power of Board of Directors. The business and affairs of the Corporation shall be managed by the Board of Directors.
Section IV.02. Number of Directors. The number of directors constituting the initial Board of Directors is three (3), and consists of the directors named in the Organizational Action of the Sole Incorporator dated as of the date hereof. The number of directors may be amended from time to time by the Board of Directors; however, in no event shall the number of directors be less than three (3). In the first (1st) annual meeting of the Board of Directors following the Corporation's incorporation date, the Board of Directors shall increase the number of directors to five (5); and in the second (2nd) annual meeting of the Board of Directors, the Board of Directors shall increase the number of directors to a minimum of seven (7).
Section IV.03. Election and Term of Directors. The term of a director shall be three (3) years, and shall be staggered as follows: (i) the three (3) initial directors shall serve until the third (3rd) annual meeting of the Members, after which they will be replaced by a vote of all Members (and by a vote of all Members every three years thereafter), (ii) the two (2) directors added at the first (1st) annual board meeting will be elected at the first (1st) annual meeting of the Members by a vote of the Founding Members only (and by a vote of all Members every three years thereafter), and (iii) the two (2) or more directors added at the second (2nd) annual board meeting shall be elected by all Members at the second (2nd) annual meeting of the Members (and by a vote of all Members every three years thereafter). Notwithstanding the foregoing, the term of any director shall not end until the date the term begins for any directors elected in his or her stead (or until the Board of Directors expressly votes to eliminate such director position). Directors may be re-elected for an unlimited number of terms. Candidates for election to the Board of Directors are to be nominated by the Membership Committee subject to majority approval of the Board of Directors.
Anyone elected to fill a vacancy for a director, from whatever cause arising, shall serve for the remainder of the term of the director whose death, removal or resignation created the vacancy.
Section IV.04. Removal and Resignations. A director may be removed at any time for any reason by majority vote of the Members or by majority vote of the other directors. Any director may resign at any time upon written notice to the Board of Directors.
Section IV.05. Vacancies. Prior to the second (2nd) annual meeting of the Members, any vacancy occurring in a director position for any reason may be filled by majority vote of the Founding Members; thereafter, any vacancy may be filled by majority vote of all Members.
Section IV.06. Quorum of Board of Directors and Action of the Board of Directors. Unless a greater proportion is required by law, the presence of a majority of the directors shall constitute a quorum for the transaction of business and, except as otherwise provided by law or by the Articles of Incorporation or these bylaws, the majority vote of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors.
Section IV.07. Meetings of the Board of Directors. Annual or other meetings of the Board of Directors may be held at any time upon call of a majority of the directors. A meeting of the Board of Directors may be held at such time and place within or without the District of Columbia as may be determined by the Board of Directors and shall be set forth in the notice for such meeting. Notice of all meetings shall be delivered in writing to all directors at least one (1) business day before such meeting. Such notice requirement may be waived in writing before, at or after such meeting and the participation of any director in any meeting, other than an appearance solely to object to the lack or form of notice, shall be deemed such a waiver. Notice of any meeting may be delivered personally, by facsimile or by electronic or regular mail.
Section IV.08. Informal Action by the Board of Directors; Meetings by Telephone Conference. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all directors consent in writing thereto. The resolution and the written consents thereto by the directors shall be filed with the minutes of proceedings of the Board of Directors. Any one or more directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with one another. Participation in a meeting by such means shall constitute presence in person at the meeting.
ARTICLE V
Committees
Section V.01. Board Committees. The Board of Directors, by resolution passed by a majority of the directors, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and may exercise the authority of the Board of Directors in the management of the Corporation. Each such committee and each member thereof shall serve at the pleasure of the Board of Directors. The designation of any such committee and the delegation thereto of authority shall not alone relieve any director of his or her duty under law to the Corporation. The proceedings and meetings of any such committee shall be governed by the rules for meetings of the Board of Directors.
Section V.02. Advisory Committees. The Corporation may have advisory committees whose members need not be directors, provided that an advisory committee shall not be a board committee, nor exercise any powers of the Board of Directors. The Corporation hereby establishes two (2) standing advisory committees (described below) and the Board of Directors, by resolution passed by a majority of the directors, may establish one or more other advisory committees. Any Member, officer, and director shall be eligible to serve on an Advisory Committee, and the Board of Directors, by majority vote, shall designate who shall serve on each such Advisory Committee. A member of an Advisory Committee shall serve a term of one (1) year, and may be re-elected for an unlimited number of terms.
(a) Membership Committee. The Membership Committee shall be responsible for advising the Board of Directors on all matters relating to the Members. The Membership Committee will make recommendations to the Board of Directors on activities and events for Members, and nominate candidates to serve as Directors. Any Member in good standing may submit a director nomination to the Membership Committee for consideration. Notwithstanding the foregoing, the election of directors shall be done by the Members as described in Section IV.03 above.
(b) Policy Committee. The Policy Committee shall be responsible for advising the Board of Directors on the policy agenda of the Corporation. The Policy Committee will make recommendations to the Board of Directors on policy priorities. Each Founding Member shall be a member of the Policy Committee.
ARTICLE VI
Officers and Agents
Section VI.01. Officers. The Board of Directors shall elect a Chair, a Treasurer, and a Secretary, and it may also elect other officers and may give any of them such further designation or titles as it considers desirable. Any two or more offices may be held by the same person, except that the offices of Chair and Secretary shall be not be held by the same person.
Section VI.02. Election and Term of Office. Each officer shall hold office for the term for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified or until his or her earlier death, resignation or removal.
Section VI.03. Removal and Resignations. The Board of Directors may remove any officer at any time with or without cause. Any officer may resign at any time by giving written notice to the Board of Directors. Any resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective.
Section VI.04. Vacancies. Any vacancy in any office may be filled by the Board of Directors. An officer appointed or elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor in office, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.
Section VI.05. Powers and Duties of Officers. Subject to the control of the Board of Directors, all officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices.
Chair. The Chair shall serve as the chief executive officer of the Corporation and will be chosen by the Board of Directors by a majority vote. The Chair shall preside at all meetings of the Members and of the Board of Directors.
Treasurer. The Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation. The Treasurer shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all monies and other valuable property of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. Whenever required by the Board of Directors, the Treasurer shall render a statement of accounts. The Treasurer shall at all reasonable times exhibit the books and accounts to any officer or director of the Corporation, and shall perform all duties incident to the office of Treasurer.
Secretary. The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Board of Directors, shall give or cause to be given all notices in accordance with these bylaws or as required by law, and shall perform all duties customary to the office of Secretary.
Section VI.06. Agents and Employees. The Board of Directors may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board of Directors. The Board of Directors may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights.
ARTICLE VII
Miscellaneous
Section VII.01. Fiscal Year. The fiscal year of the Corporation shall be the calendar year or such other period as may be fixed by the Board of Directors.
Section VII.02. Checks, Notes, Contracts. The Executive Director (and any other officer designated with such authority by the Board of Directors, or delegated such authority from the Executive Director), as approved by the Board of Directors, shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Section VII.03. Books and Records. The Corporation shall keep correct and complete books and records of account, the activities and transactions of the Corporation, minutes of the proceedings of the Board of Directors and any committee of the Corporation, and a current list of the directors and officers of the Corporation.
Section VII.04. Amendment of Articles of Incorporation and Bylaws. The Articles of Incorporation and these bylaws of the Corporation may be adopted, amended or repealed in whole or in part by action of two-thirds of the Board of Directors.
Section VII.05. Indemnification and Insurance. The Corporation shall indemnify any director, officer, employee or agent, and any former director, officer, employee or agent against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative, or investigative) to which he or she may be or is made a party by reason of being or having been such director, officer, employee or agent if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation. However, there shall be no indemnification in respect of any claim, issue or matter as to which he or she shall have been adjudged to be liable to the Corporation for damages arising out of his or her gross negligence or willful misconduct.
The Corporation may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any director, officer, employee or agent; provided that such director, officer, employee or agent shall undertake to repay such expense if it should be ultimately determined that he or she is not entitled to indemnification under this Section.
The indemnification and advancement of expenses provided by this Section shall not be deemed exclusive of any other rights to which such director, officer, employee or agent may be entitled under any statute, Bylaw, agreement, vote of disinterested directors or otherwise, and shall not restrict the power of the Corporation to make any indemnification permitted by law.
The Board of Directors may authorize the purchase of insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, against any liability asserted against or incurred by him or her in any such capacity, or which arises out of such person’s status as a director, officer, employee, or agent whether or not the Corporation would have the power to indemnify such person against that liability under law.
If any part of this Section shall be found invalid or ineffective, the validity and effectiveness of the remaining parts shall not be affected thereby.
Section VII.06. Dissolution. The Corporation may be dissolved at any time by two-thirds vote of the directors then in office. In the event of dissolution or final liquidation of the Corporation, all of the remaining assets of the Corporation shall, after paying or making provision for the payment of all of the liabilities and obligations of the Corporation and for necessary expenses thereof, be distributed as determined by the Board of Directors in accordance with the Articles of Incorporation and applicable law and regulations.