BYLAWS OF THE ENCORE CONSORTIUM

ARTICLE I

These Bylaws constitute the code of rules adopted by the enCore Consortium for the regulation and management of its affairs.

ARTICLE II: PURPOSE

The enCore Consortium is a nonprofit corporation organized exclusively for educational, cultural, literary, and charitable purposes:

a. to promote the open source development and free distribution of the enCore system as an online learning environment;

b. to foster communication between individuals and organizations using the enCore system;

c. to improve the enCore system as an online educational learning environment;

d. to identify specific programming and development tasks and allocate these program development tasks to individuals or institutions to perform;

e. to test and review code submitted by developers;

f. to promote awareness of the benefits of the enCore system and to encourage broader use of enCore learning environments, especially in the college and pre-college educational community;

g. to sponsor symposiums, forums, workshops, or lectures related to the development and educational uses of the enCore learning environment;

h. to partner with various types of educational institutions in projects that use the enCore learning environment to produce improved learning outcomes in many different areas of study (including, but not limited to, foreign languages, writing, literature, civilization and culture);

i. to seek grants and raise funds in support of these goals.

ARTICLE III: BOARD OF DIRECTORS

Section 1. Powers The management of the business and affairs of the enCore Consortium is vested in its Board of Directors (“Directors”), subject to the Texas Non-Profit Corporation Act, the Articles of Incorporation, and these Bylaws.

Section 2. Qualifications Any person with an interest in the enCore system is eligible to serve on the Board of Directors, although preference shall be given to individuals who have been associated with the consortium for at least a year.

Section 3. Number The Board will consist of seven Directors, three of whom will serve as Officers of the consortium (President, Secretary, Treasurer). This number may be increased or decreased upon majority vote of the Directors, but in no case may the number be less than three.

Section 4. Terms All Directors, including Officers, shall serve three-year terms, with the possibility of re-election. There is no limit on the number of consecutive terms a Director may serve. Terms shall be staggered so that at least two terms will conclude in any given year.

Section 5. Election Directors shall be elected by majority vote to fill expired terms at the last Board meeting of the fiscal year. Directors whose terms have expired may continue serving until they are either re-elected or until their successors have been elected. Any Director nominated for a consecutive term must absent himself or herself from the discussion and vote on his/her re-election.

Section 6. Resignation Any Director may resign at any time by delivering written notice to the Secretary or President of the Board. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.

Section 7. Removal Any incumbent Director may be removed without cause, at any time, by a majority of the entire Board of Directors, at a Regular or Special Meeting called for that purpose. Any Director under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place.

Section 8. Vacancies Vacancies shall be filled by majority vote of the remaining Directors, though less than a quorum, and the Director filling the vacancy shall serve for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as practical. Any Director may make nominations to fill vacant directorships.

ARTICLE IV: BOARD MEETINGS

Section 1. Regular and Special Meetings The Directors will meet at least twice per year, in the spring and the fall; meetings will be held online in an enCore learning environment, and the recorded log of the meeting will constitute the minutes, which will be preserved in printed form by the Secretary. Special meetings may be called at any time by the President to conduct necessary business.

Section 2. Notice of Board Meetings E-mail notification of the date, time, and online “place” of Board meetings must be sent to all Directors at least 5 days prior to the meeting. However, the President will normally consult with all Directors in advance to determine a mutually convenient date and time for the meeting.

Section 3. Quorum A majority of the incumbent Directors (not including vacancies) connected online shall constitute a quorum for the conducting of business. At Board meetings where a quorum is present, a majority vote of the Directors connected online shall suffice for passage of any measure unless a greater number is required by the Articles of Incorporation or these bylaws.

Section 4. Actions without a Meeting In situations requiring quick action when a mutually convenient time for an online meeting cannot be found, Directors may discuss and vote upon a measure via e-mail as long as a majority of Directors consent to this action.

ARTICLE V: DUTIES OF OFFICERS

Section 1. President The President will supervise and direct the activities of the enCore Consortium, set the agenda for and preside over all Board Meetings and general meetings with Associates of the consortium, and enter into contracts and execute documents on behalf of the corporation. The President’s signature shall be the authorized signature for all contracts and other legal written instruments executed on behalf of the enCore Consortium/

Section 2. Secretary The Secretary will keep all records of the enCore Consortium, including the Articles of Incorporation, Bylaws, Minutes of all Board Meetings and general meetings with Associates of the consortium, names, addresses and terms of Board Members, lists of Associates. The Secretary will also conduct elections and keep records of all votes cast in such elections and ensure that timely notifications of meetings are sent out to Board members and Associates.

Section 3. Treasurer The Treasurer will have charge and custody of all funds of the enCore Consortium, will dispense funds as directed by the Board, will manage the bank account of the consortium, will keep records of its accounts, and will present an annual report on the consortium's finances to the Board of Directors and file whatever financial documents with the state and federal governments as are required by law. The Treasurer’s signature shall be the authorized signature for all checking, savings, and investment accounts of the corporation. In the event of the absence of the President, the Treasurer will preside over meetings of the Board or with Associates.

ARTICLE VI: COMMITTEES

The Board of Directors may from time to time set up such committees as are necessary to fulfill the goals of the enCore Consortium and may appoint individuals to chair these committees as it sees fit. Committee will always operate under the direction of the Board and will report back to the Board in a timely fashion.

ARTICLE VII: ASSOCIATES OF THE CONSORTIUM

The enCore Consortium is a corporation without members in the legal sense. However, individuals interested in the purposes detailed in Article II may join the consortium as Associates. The Directors will consult these Associates for advice and help in carrying out the work of the consortium, will whenever possible choose new Directors and committee members from the ranks of the Associates, and will confer such benefits on the Associates as it deems appropriate in furtherance of the mission of the consortium.

ARTICLE VIII: CONFLICT OF INTEREST POLICY

Section 1. Purpose The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the enCore Consortium or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions

a. Interested Person: Any Director, Officer, or member of a committee with board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

b. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1) An ownership or investment interest in any entity with which the enCore Consortium has a transaction or arrangement,

2) A compensation arrangement with the enCore Consortium or with any entity or individual with which the enCore Consortium has a transaction or arrangement, or

3) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the enCore Consortium is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest; a person who has a financial interest may have a conflict of interest only if the Board of Directors or committee decides that a conflict of interest exists.

Section 3. Procedures

a. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with board-delegated powers considering the proposed transaction or arrangement.

b. 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, he/she 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 or committee members shall decide if a conflict of interest exists.

c. 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, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

2) The President of the enCore Consortium or chairperson of the 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 the enCore Consortium 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 the enCore Consortium’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

d. Violations of the Conflicts of Interest Policy:

1) If the Board of Directors or committee has reasonable cause to believe 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 further investigation as warranted by the circumstances, the Board of Directors or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Proceedings The minutes of the Board of Directors and all committees with board-delegated powers shall contain 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 Directors’ or committee’s decision as to whether a conflict of interest in fact existed. The minutes shall also record 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.

Section 5. Compensation

a. A voting member of the Board of Directors who receives compensation, directly or indirectly, from the enCore Consortium for services is precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the enCore Consortium for services is precluded from voting on matters pertaining to that member’s compensation.

c. No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the enCore Consortium, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6. Annual Statements Each Director, Officer and member of a committee with board-delegated powers shall annually sign a statement which affirms that such person has received a copy of the conflict of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the enCore Consortium is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews To ensure that the enCore Consortium operates in a manner consistent with charitable purposes and 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:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the enCore Consortium’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

ARTICLE IX: AMENDMENT OF BYLAWS

The Board of Directors may amend these Bylaws or the Articles of Incorporation by a vote of two-thirds of Directors present at a meeting where a quorum is present.