EDUCAUSE Bylaws

As of October 26, 2025

Download the current EDUCAUSE Bylaws.

Article I: Name and Principal Office

Section 1. Name. The EDUCAUSE Corporation may adopt such trade names as the Board of Directors shall from time to time determine. Changes to the name of the Corporation must be approved by the Board of Directors.

Section 2. Offices. The Corporation may have offices or places of business in such other places within and without the District of Columbia as the Board of Directors may from time to time determine.

Section 3. Governing Law. The corporate affairs of the Corporation shall be governed by the provisions of the District of Columbia Nonprofit Corporations Act as may be amended from time to time, or its successor.

Article II: Members

Section 1. Members. The board may establish various types of members. Higher education institutions and such other agencies that, as determined in the discretion of the Board of Directors, may become members. Corporations and organizations that, as determined in the discretion of the Board of Directors, may become members.

Section 2. Dues. The Board of Directors in its sole discretion, establishes the structure of dues to be paid by members. Dues approval is included in budget approved by the board.

Section 3. Termination of Membership. Notwithstanding any other provisions of these Bylaws, the Board of Directors may terminate the membership of any member of the Corporation at any time, with or without cause, by a majority vote of the Directors then in office.

Section 4. Membership Policy. On a regular basis, the Board will review the membership policy.

Article III: Member Representatives and Participation

Section 1. Primary Representative. Each member shall designate a Primary Representative to serve as its contact for official business and related communications with the Corporation.

Section 2. Member Representatives. Each member may designate Member Representatives whose number, duties, privileges, and responsibilities shall be determined by policy of the Board of Directors.

Section 3. Communication with Members. The Primary Representative for each member shall be the channel for all official business and related communications between such member and the Corporation and shall serve in that capacity until the Corporation is notified in writing by the member of a successor thereto. Any communication with a Primary Representative shall constitute communication with such member.

Article IV: Meetings of Members

Section 1. Business Meetings. Business meetings of the members may be held during each calendar year at such time and place, either within or outside the District of Columbia, as shall be designated by the board.

Section 2. Conduct of Meetings. Member meetings may be held in person or remotely with the authorization of the Board.

Section 3. Chair of Meetings. The Chair of the Board of Directors or designee shall preside over all meetings of members.

Article V: Board of Directors

Section 1. Generally. The affairs of the Corporation shall be overseen by the Board of Directors. The Board of Directors may exercise all the powers of the Corporation.

Section 2. Board Size and CEO Role. The number of Directors shall not be less than nine (9) and shall be determined by the Board. The President and Chief Executive Officer of the Corporation shall serve as a nonvoting member of the Board of Directors.

Section 3. Appointment of Directors. The board will appoint members of the board following recommendations provided by the Governance Committee.

Section 4. Terms of Directors. The terms of Directors is four years. A Director’s term shall begin on January 1 following their appointment. It shall end at the end of the calendar year in their final year of service. Each Director will be eligible to serve an additional term after a break in service of at least four (4) years. An individual Director’s term of service may be changed on a case-by-case basis with (a) the approval of the Chair and President/CEO and (b) a majority vote of the board.

Section 5. Compensation of Directors. Directors shall not receive any compensation for services rendered to the Corporation as Directors but may be reimbursed for reasonable expenses incurred in the performance of their duties to the Corporation as authorized by resolution of the Board.

Section 6. Resignation and Removal of Directors. Any Director may resign from the Board by sending their written resignation to the Chair, Secretary, or Board of Directors by mail or by electronic communication. Such resignation shall be effective as of the date specified by the Director in their resignation; if the date the resignation is to take effect is not specified, then the resignation shall be effective as of the date it is received by one of the identified parties. A Director may be removed with or without cause at any time by majority vote of the Directors in office whenever in the Directors’ judgment the best interest of the Corporation would be served thereby.

Section 7. Vacancies. Vacancies may be filled for the unexpired term by majority vote of the remaining members. A Director appointed to fill a vacancy will serve less than four years but no longer than their appointed term.

Section 8. Standard of Conduct. Directors must act in good faith, with care, and in the best interests of the Corporation.

Section 9. Attendance. Any Board member missing more than half of the Board’s meetings or a committee’s meetings over a one-year period may have their membership reviewed by the Executive Committee. The Executive Committee may make a recommendation to the Board to remove the member in the Board’s sole discretion.

Article VI: Board Meetings

Section 1. Quorum of Directors and Action by the Board. A majority of the number of Voting Directors in office constitutes a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 2. Meetings of the Board. Meetings of the Board of Directors may be held at such place within or without the District of Columbia and upon such notice as may be prescribed by a resolution of the Board of Directors.

Section 3. Notice and Waiver. Whenever written notice is required to be given to any Director, it may be given to such Director either personally or by mail, or by electronic communication to the address supplied by the Director to the Corporation for the purpose of notice. Whenever notice is required, a waiver thereof in writing signed by the Director or Directors entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Further, a Director’s attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the Director for the purpose of objecting to the lack of notice about the meeting. Directors shall be given at least ten (10) days’ notice of Board meetings, except in emergencies as declared by the Chair with the concurrence of the Officers of the Corporation; under such circumstances, the Chair may call an emergency meeting of the Board without any set period of prior notice.

Section 4. Action without a Meeting. Any action that may be taken at a meeting of the Board of Directors may be taken in person or remotely. If an action is taken by email or similar method, all members must vote or otherwise consent to the occurrence of the vote.

Section 5. Participation. The Directors may participate in a meeting of the Board of Directors or a committee of the Board in person or remotely including by any means of communication, including electronic communication, by which all persons participating in the meeting are able to hear each other, and such participation shall constitute presence in person at the meeting.

Section 6. Proxies. There shall be no proxy voting by the Directors.

Article VII: Officers

Section 1. Officers. The Officers of the Board include the Chair, Vice Chair, Secretary, and Treasurer of the Board of Directors, who, along with the President and Chief Executive Officer of the Corporation, constitute the Officers of the Corporation. The Board of Directors may in its sole discretion designate additional Officers. All Officers except the President and Chief Executive Officer must be selected from among the Directors. The President and Chief Executive Officer and the Treasurer may not be the same person.

Section 2. Selection and Term. The Board of Directors shall select the Officers of the Board annually. Officer selection shall be based on a majority vote of those Directors whose terms do not expire at the conclusion of the meeting. Officers shall serve one-year terms, from the conclusion of the meeting at which they are elected to the final regular meeting of the next year, and until their successors are selected and qualified. Officers may succeed themselves without limitation. The Chair and Vice Chair must have served at least one year on the Board before they may be elected to those offices. Board officers will continue in their roles until a new officer is appointed even if their term expires prior to that appointment.

Section 3. Resignation and Removal of Officers. Any Officer may resign from their office by sending their written resignation to the President and CEO and Board Chair. Such resignation shall be effective as of the date specified by the Officer in their resignation; if the date the resignation is to take effect is not specified, then the resignation shall be effective as of the date it is received by one of the identified parties. Any Officer may be removed with or without cause by a majority vote of the members of the Board of Directors. Upon the resignation or removal of an Officer from their position, the Board will select a replacement from among its number by a majority vote to complete the Officer’s term.

Section 4. Duties of Officers. The Officers shall have such duties in connection with the operation of the Corporation as generally pertain to their respective offices, as described below, as well as such powers and duties as from time to time may be delegated to them by the Board of Directors. The President and Chief Executive Officer and the individuals they hire to perform the day-to-day operations of the Corporation, which individuals may be given proper executive titles, including Officer titles, shall not be governed by the provisions contained in this article.

Section 5. Chair. The Board Chair chairs the Executive Committee. The Chair shall preside at all meetings of the Board of Directors unless the Chair or the Board designates another person to preside and, subject to the supervision of the Board of Directors, shall perform all duties customary to the office of the Chair. Those duties include presiding at all business or special meetings of the members as specified in Article IV, Section 3, of these Bylaws.

Section 6. Vice Chair. The Vice Chair chairs the Governance Committee. In the event the Chair is unable to serve or perform duties delegated to the Chair, the Vice Chair shall serve in the Chair’s place. The Vice Chair also serves as the liaison between the Board and the Corporation’s Nominations and Leadership Development Committee, which is the member body charged by the Board with overseeing the process for nominating candidates to serve as Directors. The Vice Chair may have such additional duties as delegated to them by the Board of Directors or the Chair.

Section 7. Secretary. The Secretary chairs the Audit Committee. Either directly or through designated Corporation staff, the Secretary shall be responsible for oversight of the minutes of Board meetings, including the meetings of the Executive Committee. In the absence of the Secretary at any meeting, a Secretary Pro Tempore shall be appointed by the Presiding Officer.

Section 8. Treasurer. The Treasurer chairs the Finance/Investment Committee and the Corporate Fiduciary Committee. The Treasurer reports to the board on budget and finance matters as may require the board’s attention. The Treasurer shall do and perform all other duties pertaining to the office of Treasurer as ordered by the Board of Directors.

Section 9. Standard of Conduct. An Officer must act in good faith, with care, and in the best interests of the Corporation.

Article VIII: President and Chief Executive Officer

The Board of Directors will employ a President and Chief Executive Officer. The President and Chief Executive Officer employs such individuals, agents, and consultants as they deem desirable. The President and Chief Executive Officer shall serve on the Board of Directors as an ex officio nonvoting member.

Article IX: Committees and Task Forces

Section 1. Committees with Governance Authority. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees and their members. Such resolution shall also specify the duties and authority of the committee and the number of Directors to be appointed to the committee.

These committees shall include the following standing committees:

• Audit Committee
• Executive Committee
• Finance/Investment Committee
• Governance Committee
• EDUCAUSE Corporate Fiduciary Committee

Only Board members may serve as voting members of governance committees, while staff or other subject matter experts may attend the committees as non-voting resources to committee members. The Board by resolution approved by a majority of the Directors in office shall name the members of the committees. Each committee will be chaired by a board Officer and shall consist of two (2) or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the Corporation, except that no such committee shall have the authority of the Board in reference to amending, altering, or repealing the Articles of Incorporation or Bylaws; electing, appointing, or removing any member of any committee or any Director or Officer of the Corporation; adopting a plan of merger, dissolution, consolidation, or approving the sale, exchange, mortgage, or distribution of all or substantially all of the property and assets of the Corporation; revoking proceedings for dissolution; or amending, altering, or repealing any resolution of the Board of Directors, which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed thereon by law.

Section 2. Committees without Governance Authority. The Board of Directors may create and delegate responsibilities to committees, advisory committees, task forces, subcommittees, advisory panels, and such other groups identified by the Board to work in areas of significant interest to the Corporation. These committees do not have the authority of the Board of Directors in the management of the Corporation and need not be composed soley of Directors or Members of the Corporation.

Article X: Indemnification

Any person made a party to any action, suit, or proceeding, whether civil, administrative, or criminal, by reason of the fact that such person, their testator or intestate, is or was a member of the Board of Directors or an Officer, member, employee, or agent of the Corporation or of any corporation of which such person served at the request of the Corporation, may be indemnified by the Corporation against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense of such action, suit, or proceeding, or in connection with any appeal therein, except in relation to matters as to which it is adjudged in such action, suit, or proceeding that such Director, Officer, member, employee, or agent is liable for gross negligence or willful misconduct in the performance of their duties to the Corporation. The Board, by resolution, may also indemnify any such Director, Officer, member, employee, or agent for any damages awarded in any such action, suit, or proceeding if it makes a specific finding that the Director, Officer, member, employee, or agent believed in good faith that they were acting in the matter in the best interests of the Corporation. The Board may, but is not required to, purchase insurance to satisfy any indemnification hereunder.

Article XI: Conflict of Interest

It is the policy of the Corporation and its Board of Directors that the Corporation’s Directors, Officers, and employees carry out their respective duties in a fashion that avoids actual, potential, or perceived conflicts of interest. Directors, Officers, and employees will make an annual disclosure to the Board and the Chief Executive Officer if they have any possible conflicts of interest. The Board and Officers recognize that a conflict of interest can violate a Director’s duty of loyalty, that conflicts should be disclosed, that a Director with a conflict should abstain from voting if a conflict exists, and that a Director may be required to recuse themselves from any discussion of the matter.

The Board will develop policies and procedures to avoid conflicts that will be maintained in the organization's policies and procedures.

Article XII: Miscellaneous

Section 1. Other Rules. The Board of Directors may, by resolution entered in the minutes of its meetings, provide for other and further rules for the conduct of the affairs of this Corporation not inconsistent with these Bylaws. The usual parliamentary rules as laid down in “Robert’s Rules of Order,” as revised, shall govern all deliberations of the Corporation and its committees, except as may be otherwise provided in these Bylaws or other rules of the Corporation or its committees.

Section 5. Amendments. The Articles of Incorporation and Bylaws of this Corporation may be amended by majority vote of the Board of Directors.

January 16, 1998
Revised June 12, 1998
Revised August 6, 1999
Revised October 10, 2000
Revised April 18, 2002
Revised May 1, 2003
Revised October 8, 2006
Revised February 4, 2010
Revised May 6, 2010
Revised May 11, 2011
Revised June 4, 2013
Revised September 28, 2014
Revised March 29, 2016
Revised February 27, 2019
Revised October 13, 2019
Revised February 25, 2020
Revised October 25, 2021
Revised June 22, 2022
Revised October 20, 2024
Revised October 26, 2025