certification rules · buy a product, and any additional stakeholders who benefit from the...
TRANSCRIPT
CERTIFICATION RULES
PurposeThis document describes the Learning Objectives (LOs) that must be covered in a Certified Scrum Product Owner (CSPO) course. These Learning Objectives take the following into consideration: • Every implementation of Scrum is different. • Teams and organizations apply Scrum within their context, but the fundamental framework always remains the same.
The Learning Objectives for this course are based on:● Scrum Guide, http://scrumguides.org● Agile Manifesto, 4 values and 12 principles, http://www.agilemanifesto.org
Scope Scrum Alliance has adopted The Scrum Guide, The Definitive Guide to Scrum: The Rules of the Game, coauthored and updated (most recently in 2016) by the co-creators of the Scrum framework, as the guiding curriculum for this course. CSPO® candidates are expected to build a body of knowledge of the Scrum framework, including its roles, events, and artifacts. Incorporating Scrum principles and practices takes diligence, patience, and a commitment to continuous improvement. Scrum is a framework, not a prescriptive methodology.
Participants in a CSPO course should expect that each Learning Objective identified in this document will be covered in a CSPO course. The CSPO Learning Objectives fall into the following categories: 1. Understanding the Role of the Product Owner 2. Describing Purpose and Strategy 3. Understanding Customers and Users 4. Testing Product Assumptions 5. Working with the Product Backlog
Individual trainers (CSTs) or coaches (CECs) may choose to teach ancillary topics. Examples might include: Lean Start-up, Design Thinking, Agile Leadership, Domain-Specific Approaches, Agile Contracts, etc. Ancillary topics presented in a CSPO course must be clearly indicated as such.
March 2017by the Scrum Alliance CSPO® and CSP® Learning Objectives Committees
SCRUM ALLIANCE®
CERTIFIED SCRUM PRODUCT OWNER® Learning Objectives
INTRODUCTION
scrumalliance.org
AbbreviationsLO — Learning ObjectivePO — Product Owner
1
scrumalliance.org
LEARNING OBJECTIVES
A note about examples used in the following Learning Objectives:Several Learning Objectives include a list of examples. The examples are used to clarify the intent of the objective. Individual trainers or coaches can use the provided examples, their own examples that still meet the objective, or a mix of both. Examples do not imply that they are the only options, nor that they constitute an exhaustive list.
A note about Bloom’s Taxonomy:While some Learning Objectives appear to tell the trainer how to teach, that is not the intent. Bloom’s-style Learning Objectives describe what the learner can do upon completing the class. Rather than include that text in each Learning Objective, please mentally append the following phrase to each objective:
“Upon successful completion of the CSPO course, the learner will be able to …”
1. Understanding the Role of the Product OwnerFundamentals of the Product Owner Role
1.1. … describe the responsibilities of the Product Owner role and the benefits of Scrum Team collaboration.
1.2. … report that the Product Owner helps the organization realize value through delivering product solutions that delight customers and users within the constraints of technical feasibility.
1.3. … describe the Product Owner’s role in the various Scrum events.1.4. … list at least three personal qualities of a Product Owner that support effective delivery and
validation of product ideas. For example: emotional intelligence, collaborative skills, motivating teams, knowledge of Scrum, ability to work and empathize with customers, ability to communicate difficult decisions at all levels, ability to work within an organization to remove impediments, ability to say no, business skills, knowledge of the complete product life cycle, ability to apply the 80/20 rule, conflict management, negotiation skills, ability to influence, ability to make decisions, domain expertise.
1.5. … identify the impact on a Scrum Team and organization of at least three anti-patterns that might exist for Product Owners and report on one. For example: The Product Owner is viewed as simply an order taker; the Product Owner says, “It’s all important,” focusing only on strategy and handing details off to the Development Team; leaving everything ambiguous, letting the team figure it out with no input; telling the team how to do their job.
1.6. … discuss at least three types of organizational contexts that affect the approach to the Product Owner role and report on one. For example: A Product Owner has complete ownership of target
customer, problem, and solution; a Product Owner owns the delivery of someone else’s idea or initiative; a Product Owner delivers a shared service to other teams in the organization; a Product Owner works on short-term projects that they own the outcome for, etc.
2
scrumalliance.org
1.7. … explain why Scrum as a framework works for product development and how the Scrum Team delivers product increments. For example: Discover and evaluate a real-world product idea where the output delivered a successful outcome and used feedback loops to inspect and adapt plans for further value delivery; describe how Scrum reduces risk through inspection and adaptation over short timeframes; describe how Scrum creates an environment where imperfect knowledge and/or decisions are acceptable since Scrum enables error corrections.
Working with Stakeholders1.8 … use at least one technique to provide transparency to stakeholders on goals and progress. For
example: release burn-up chart, roadmap, sprint reviews, etc.1.9 … list at least three different decision-making approaches a Product Owner might use,
depending on their context. For example: Product Owner decides and informs the team, Product Owner consults the Development Team and/or stakeholders and then decides, Product Owner delegates a decision, etc.
1.10 … define a facilitator and discuss at least two situations where the Product Owner might act as a neutral facilitator and when they might use a different engagement approach.
1.11 … list one technique a Product Owner could use when engaging with stakeholders to gather information or insights (e.g., affinity grouping, dot voting, fist of five, open-ended questions, etc.).
Working with the Development Team1.12 … describe how the Product Owner collaborates with the Development Team on activities such as
defining done and backlog creation, refinement, and ordering.
Product Ownership with Multiple Teams1.13 … list at least three techniques for visualizing, managing, or reducing dependencies between
teams. For example: Coordinate with other Product Owners, redefine product backlog items to remove dependencies, ensure product backlogs are visibly shared between Product Owners and Scrum Teams.
2. Describing Purpose and StrategyProduct Strategy
2.1 … define the terms purpose, vision, mission, strategy, and tactics in relation to the work. (Note for trainers/coaches: These terms are debated among experts in the business community, so the goal is not to “get the right answer” but to have the discussion and agree how the terms might be used on the learner’s team.)
2.2 … communicate the purpose of a product idea by describing the problem being solved, who is most affected by the problem, how the team’s efforts will improve the situation, and how that solution’s effectiveness will be evaluated.
2.3 … identify at least two approaches to identify purpose or define strategy. For example: co-creating, collaborating.
2.4 … explain how strategy is impacted from outside the Scrum Team. For example: alignment with other parts of the business, hiring, channel partners, cost structure, metrics, etc.
3
scrumalliance.org
Roadmaps and Release Planning2.5 … describe at least three different strategies for the incremental delivery of a product. For example:
opportunistic, multi sprint releases, fixed date or fixed scope, release each sprint, continuous delivery (in sprint), etc.
2.6 … explain how to create a prioritized product roadmap with stakeholders.2.7 … describe a solution or feature as progressively smaller items that may be completed in a sprint.
3. Understanding Customers and UsersCustomer Research and Product Discovery
3.1 … compare and contrast the needs of three key groups: users who use a product, customers who buy a product, and any additional stakeholders who benefit from the product’s delivery and use.
3.2 … illustrate at least one approach for segmenting customers and users. For example: customer types, geography, regulatory bodies.
3.3 … describe a strategy for product prioritization by focusing on specific user/customer types for discovery and delivery versus a strategy of focusing on multiple users and customers without focus.
3.4 … describe at least three benefits and apply at least one technique to connect teams directly to customers and users to build deeper understanding and empathy. For example: job shadowing, customer interviews, customer observation, collaborative customer games, usability testing, or simulating customer experience.
3.5 … use one technique to describe users and customers, their jobs, activities, pains, and gains. For example: empathy maps or personas.
3.6 … describe at least three techniques to generate new product and feature ideas, and practice one. For example: design studio, brainstorming, collaborative customer games, etc.
3.7 … describe at least three aspects of product discovery and identify how each contributes to successful product outcomes. For example: user research, customer experience design, interaction design, usability engineering, visual design.
3.8 … list at least three techniques to connect teams directly to customers and users to build deeper understanding and empathy (e.g., job shadowing, customer interviews, customer observation, collaborative customer games, usability testing, or simulating customer experience).
4. Testing Product Assumptions4.1 … explain how the sprint review is an effective inspect-and-adapt step to review the product
increment built, user insights, experiments, options, and product opportunities.4.2 … recognize the difference between an assumption and a hypothesis.4.3 … describe how Scrum supports testing product assumptions by using each sprint to experiment and
learn about the product, specific process adaptations, and the plan followed. 4.4 … discuss opportunities to test assumptions during product discovery, product development, and
delivery (i.e., find the problem, find the solution, produce the solution, validate).4.5 … list at least three reasons why a Product Owner performs discovery and validation work. For
example: the low use rate of delivered features, the high failure rate of start-ups, the impact of cognitive bias on decision making, complexity science, pace of change, risk reduction, etc.
4
scrumalliance.org
4.6 … describe at least one approach to choosing which assumption should be tested first. For example: highest business risk, most opportunity for learning, highest technical risk, etc.
4.7 … list at least three approaches to testing assumptions by their cost and the quality of learning. For example: building a potentially releasable product, problem and solution interviews, ethnographic research, direct user observation, A/B tests, concierge/Wizard of Oz MVPs, paper prototypes, customer games, functional prototypes, etc.
5. Working with the Product BacklogDifferentiating Outcome and Output
5.1 … describe the relationship between outcome and output and the Product Owner’s responsibility to maximize value. For example: Output is a measure of what was built, outcome is how that output impacts users and customers; the resulting business value that this provides.
5.2 … describe at least three attributes of a product backlog item that helps assess maximizing outcome and impact. For example: who needs it, why do they need it, how to test it, why it is valuable, how long it might take to build, etc.
Defining Value5.3 … define what value is (and is not). For example: modeled or assumed value, actual value to
customer, ROI, maximizing learning, risk/de-risk, acquiring new customers.5.4 … list at least two techniques to measure value. For example: usage metrics, NPS, customer and
user interviews, social media sentiment, direct observation, ROI, profitability of the product, inbound customer feedback, etc.5.5 … describe value from the perspective of at least three different stakeholder groups. For example:
users, business stakeholders, or Development Team members.
Ordering Items5.6 … describe at least three criterion to consider for ordering the product backlog and apply one. For
example: strategic alignment, business value, user value, learning value, time to market, estimated cost of building, risk, etc.
5.7 … apply at least one technique to order the product backlog. For example: Kano attributes, validated learning, walking skeleton, dot voting, Pareto (80/20 rule), bubble sort, lifeboat strategy, collaborative customer games.
Creating and Refining Items5.8 … identify at least three sources of product backlog items. For example: stakeholder groups,
regulatory requirements, learning from validation, defects, technical concerns, etc.5.9 … create product backlog items that reflect impact and desired outcome. For example: user stories
and acceptance criteria, use cases, hypotheses, BDD, system qualities, spikes.5.10 … describe at least one approach to accomplishing product backlog refinement. For example:
weekly meetings with the Scrum Team, ongoing ad hoc refinement as needed, Product Owner does the majority of product backlog refinement.
5
scrumalliance.org
5.11 … recognize the pros and cons of a “just-in-time” approach for product backlog refinement vs. an “all-at-once” approach.
5.12 … describe at least three tools to communicate, clarify, and refine the Scrum Team’s understanding of product backlog items and implement two tools. For example: roadmaps, user story map, wireframe, use cases, flowcharts, prototypes, estimates, or acceptance criteria.
5.13 … explain at least two approaches to identify small, valuable, releasable subsets of a big idea or feature. For example: minimum viable product release, release to learn, minimum marketable features, valuable vertical slices, etc.
5.14 … describe one benefit of decomposing larger, valuable product backlog items into smaller, reprioritized items. For example: 80/20 rule, YAGNI.
5.15 … refine larger product backlog items into smaller ones that are “Ready” to be built by the Development Team in a sprint.
6
Certification Updates:Path to CSP and Progressive Courses • Karim Harbott • Erika Massie • Carlton Nettleton • Lisa Reeder • Jason Tanner • Andreas Schliep
Scrum Foundations and CSPO, CSPO Level 2, and CSP-CSPO • Peter Green • Catherine Louis • Jeff Patton • Aaron Sanders
This group supported by Scrum Alliance staff Lisa Reeder and Erika Jones Massie.
PROGRAM TEAMS
scrumalliance.org
7
126568.00100/11978257v.11
BYLAWS
of
Scrum Alliance, Inc.
A Colorado Nonprofit Corporation
Approved by BOD: 21-Jul-2015
i 126568.00100/11978257v.11
Table of Contents
ARTICLE 1. NAME, GOVERNANCE AND PURPOSE ............................................................................... 1!
SECTION 1.1 NAME AND GOVERNANCE. ...................................................................................................... 1!SECTION 1.2 PURPOSES ............................................................................................................................ 1!
ARTICLE 2. MEMBERS. ............................................................................................................................. 1!
SECTION 2.1 CLASSES OF MEMBERS. ......................................................................................................... 1!SECTION 2.2 ELIGIBILITY AND PRIVILEGES. .................................................................................................. 2!SECTION 2.3 NON-DISCRIMINATION ............................................................................................................ 2!SECTION 2.4 DUES. ................................................................................................................................... 2!SECTION 2.5 TERMINATION OF VOTING MEMBER STATUS ............................................................................ 3!SECTION 2.6 TERMINATION OF STATUS AS A SCRUM CERTIFIED MEMBER. .................................................... 3!SECTION 2.7 MEETINGS. ............................................................................................................................ 4!SECTION 2.8 CONFIDENTIAL MEMBER INFORMATION. ................................................................................... 4!
ARTICLE 3. THE BOARD OF DIRECTORS. .............................................................................................. 4!
SECTION 3.1 COMPOSITION. ....................................................................................................................... 4!SECTION 3.2 QUALIFICATIONS. ................................................................................................................... 5!SECTION 3.3 DUTIES. ................................................................................................................................. 5!SECTION 3.4 TERM OF OFFICE. ................................................................................................................... 5!SECTION 3.5 ELECTION OF DIRECTORS. ...................................................................................................... 6!SECTION 3.6 COMPENSATION. .................................................................................................................... 7!SECTION 3.7 PLACE OF MEETINGS; ELECTRONIC CONFERENCE MEETINGS. .................................................. 7!SECTION 3.8 REGULAR MEETINGS. ............................................................................................................. 7!SECTION 3.9 SPECIAL MEETINGS. ............................................................................................................... 7!SECTION 3.10 QUORUM FOR BOARD OF DIRECTORS MEETINGS. .................................................................. 7!SECTION 3.11 MAJORITY DECISION AS BOARD OF DIRECTORS DECISION. ..................................................... 7!SECTION 3.12 MINUTES AND GOVERNANCE. ................................................................................................ 7!SECTION 3.13 ACTION BY WRITTEN CONSENT. ............................................................................................ 8!SECTION 3.14 NOTICE. ............................................................................................................................... 8!SECTION 3.15 VACANCIES AND REMOVAL. .................................................................................................. 9!
ARTICLE 4. OFFICERS. ............................................................................................................................. 9!
SECTION 4.1 ENUMERATION OF OFFICERS. ................................................................................................. 9!SECTION 4.2 ELECTION AND TERM OF OFFICE. ............................................................................................ 9!SECTION 4.3 QUALIFICATIONS. ................................................................................................................... 9!SECTION 4.4 REMOVAL AND RESIGNATION. ............................................................................................... 10!SECTION 4.5 LIMITATION OF AUTHORITY. ................................................................................................... 10!SECTION 4.6 CHAIR. ................................................................................................................................ 10!SECTION 4.7 VICE-CHAIR. ........................................................................................................................ 10!SECTION 4.8 TREASURER. ........................................................................................................................ 10!SECTION 4.9 SECRETARY. ........................................................................................................................ 10!SECTION 4.10 COMPENSATION AND REIMBURSEMENT. ............................................................................... 11!SECTION 4.11 SURRENDER OF RECORDS. ................................................................................................. 11!
ARTICLE 5. COMMITTEES. ..................................................................................................................... 11!
SECTION 5.1 EXECUTIVE COMMITTEE. ....................................................................................................... 11!SECTION 5.2 NOMINATING COMMITTEE. .................................................................................................... 11!SECTION 5.3 OTHER COMMITTEES. ........................................................................................................... 12!SECTION 5.4 RESTRICTIONS ON COMMITTEE ACTIVITIES. ........................................................................... 12!
ARTICLE 6. CHIEF EXECUTIVE OFFICER. ............................................................................................ 12!
SECTION 6.1 POWERS AND DUTIES. .......................................................................................................... 12!
ii 126568.00100/11978257v.11
SECTION 6.2 SELECTION, REMOVAL AND RESIGNATION. ............................................................................. 13!
ARTICLE 7. FISCAL MANAGEMENT. ..................................................................................................... 13!
SECTION 7.1 FISCAL YEAR. ...................................................................................................................... 13!SECTION 7.2 BUDGETS. ............................................................................................................................ 13!SECTION 7.3 EXPENSES. .......................................................................................................................... 13!SECTION 7.4 FINANCIAL STATEMENTS. ...................................................................................................... 13!
ARTICLE 8. CONFLICT OF INTEREST. .................................................................................................. 13!
SECTION 8.1 CONFLICTS OF INTEREST. ..................................................................................................... 13!
ARTICLE 9. DISSOLUTION. ..................................................................................................................... 13!
SECTION 9.1 DISSOLUTION. ...................................................................................................................... 13!SECTION 9.2 DEDICATION OF ASSETS TO EXEMPT PURPOSES. ................................................................... 13!
ARTICLE 10. REPRESENTATION, IDENTIFICATION, MARKS. ............................................................ 14!
SECTION 10.1 REPRESENTATION. ............................................................................................................. 14!SECTION 10.2 MARKS. ............................................................................................................................. 14!
ARTICLE 11. PERSONAL LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS AND
OTHER PERSONS. .................................................................................................................................... 14!
SECTION 11.1 PERSONAL LIABILITY. ......................................................................................................... 14!SECTION 11.2 MANDATORY INDEMNIFICATION OF DIRECTORS. ................................................................... 14!SECTION 11.3 OPTIONAL INDEMNIFICATION. .............................................................................................. 15!SECTION 11.4 EXCEPTIONS. ..................................................................................................................... 15!SECTION 11.5 ADVANCEMENT OF EXPENSES. ............................................................................................ 15!SECTION 11.6 CONTINUATION OF RIGHTS. ................................................................................................ 16!SECTION 11.7 GENERAL PROVISIONS. ...................................................................................................... 16!SECTION 11.8 INSURANCE FOR CORPORATE AGENTS. ............................................................................... 17!
ARTICLE 12. TRANSITION PROVISION. ................................................................................................ 18!
ARTICLE 13. AMENDMENTS AND VALIDITY. ....................................................................................... 18!
SECTION 13.1 AMENDMENTS TO THE BYLAWS. .......................................................................................... 18!SECTION 13.2 VALIDITY. ........................................................................................................................... 18
126568.00100/11978257v.11
ARTICLE 1. NAME, GOVERNANCE AND PURPOSE
Section 1.1 Name and Governance.
(a) The name of this organization is Scrum Alliance, Inc. (the “Corporation”). The Corporation is a nonprofit corporation incorporated under and governed by the Colorado Revised Nonprofit Corporation Act, Colo. Rev. Stat. § 7-121-101 et seq. (the “Act”).
(b) The Corporation is organized exclusively as a business league within the meaning of section 501(c)(6) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code (the “Code”).
(c) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(6) of the Code.
Section 1.2 Purposes. The purposes for which the Corporation is organized are: (a) transform the world of work through the use of Scrum processes by promoting and facilitating communications regarding Scrum processes in accordance with Scrum values and principles as provided by the Board of Directors; (b) to define Scrum-related certifications that are meaningful to the various industries which utilize this methodology; (c) to provide an unbiased forum within which the software-development community can freely work to discuss, promote, and improve Scrum development processes; (d) to encourage scientific research in current and potential uses of Scrum processes; (e) to share information about Scrum processes; (f) to provide an opportunity for education in Scrum processes; (g) to provide a medium of communication with communities of interest in similar areas; (h) to assist all members in keeping abreast of new information regarding Scrum processes as changes and advances occur; and (i) to communicate information and accomplishments to the public and the news media.
ARTICLE 2. MEMBERS.
Section 2.1 Classes of Members.
The Corporation shall have two (2) classes of members, as follows:
(a) Voting Members, as defined in § 7-121-401(40) the Act, and as indicated in item 13 of the Articles of Incorporation of the Corporation, shall be the members of the Board of Directors, elected pursuant to Section 3.5 of these Bylaws.
(b) Scrum Certified Members shall be those individuals either holding at least one certificate issued by the Corporation, or those individuals otherwise approved by the
2 126568.00100/11978257v.11
Board of Directors to be a Scrum Certified Member. The Board of Directors may designate Scrum Certified Members by other titles, or divide Scrum Certified Members into categories with respect to Dues, as provided in Section 2.4(b); and otherwise, including but not limited to with respect to access to the materials and stored knowledge of the Corporation, as provided in Section 2.2(b). Other than electing two (2) SCM Directors, as provided in Section 3.5 (b), Scrum Certified Members shall not have any voting rights.
Section 2.2 Eligibility and Privileges.
(a) Each Voting Member must be a Scrum Certified Member in good standing, as defined by the Board. In addition to the rights and privileges each Voting Member has as a Scrum Certified Member, each Voting Member shall have all other rights provided to members under the Act and under the Articles of Incorporation and these Bylaws.
(b) An individual may become a Scrum Certified Member in the manner provided by, and subject to the requirements imposed by, the Board of Directors. Scrum Certified Members shall indicate an interest and desire to improve their knowledge and competency in the application of Scrum processes. Scrum Certified Members shall support the vision, values, mission and goals of the Corporation. Continued qualification as a Scrum Certified Member shall be contingent upon acting in such a manner as to promulgate the development and use of Scrum processes. The Corporation may have various classes of Scrum Certified Members, as evidenced by certifications or otherwise as the Board of Directors shall provide. Scrum Certified Members shall receive access to the materials and stored knowledge of the Corporation in the manner and to the extent as the Board of Directors shall provide.
Section 2.3 Non-Discrimination. Membership in the Corporation is open to all individuals regardless of race, religion, color, sex, sexual orientation, age or national origin.
Section 2.4 Dues.
(a) Voting Members shall pay no Dues, as defined in Section 2.4(b), other than those owed as a Scrum Certified Member.
(b) The Board of Directors shall set the annual member dues (the "Dues") payable to the Corporation by Scrum Certified Members. Such Dues may vary depending on the class of Scrum Certified Member. Dues shall be payable annually and become overdue thirty (30) days after the date set by the Board of Directors for payment of Dues. Any Scrum Certified Member overdue in his or her Dues shall be removed from the member rolls in accordance with Sections 2.5 and 2.6 of these Bylaws. The Board of Directors shall have the authority, upon application by a Scrum Certified Member, to waive or reduce the Dues on a case-by-case basis, for that Scrum Certified Member.
3 126568.00100/11978257v.11
Section 2.5 Termination of Voting Member Status. An individual shall cease to be a Voting Member when (i) he or she ceases to be a member of the Board of Directors, as provided in Section 3.15 ; or he or she ceases to be a Scrum Certified Member pursuant to the provisions of Section 2.6. Termination of status as a Voting Member shall not constitute termination of status as a Scrum Certified Member, unless status as a Scrum Certified Member is also terminated pursuant to the provisions of Section 2.6.
Section 2.6 Termination of Status as a Scrum Certified Member.
(a) Status as a Scrum Certified Member shall terminate upon the occurrence of any of the following events:
(i) Any Scrum Certified Member may resign at any time by giving written notice to any officer or the Chief Executive Officer. Any such resignation shall take effect on the date of receipt of such notice or on any later date specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(ii) Upon a vote by the Board of Directors, if the Scrum Certified Member (A) has failed to pay his or her Dues; provided that Scrum Certified Members may not be dropped from the roll unless Dues are at least thirty (30) days overdue; or (B) if the Scrum Certified Member no longer meets the requirements for membership in the Corporation as a Scrum Certified Member.
(iii) In addition and not in limitation on the provisions of Sections 2.6(a)(i) and 2.6(a)(ii), upon a vote by the Board of Directors that the Scrum Certified Member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Corporation or in conduct that violates the Corporation's Code of Ethics, as approved and revised from time to time by the Board.
(iv) A Scrum Certified Member whose status as a member is being terminated by the Board of Directors solely under this Section 2.6(a)(iii), shall be given, if the Scrum Certified Member so requests in writing or by e-mail within ten (10) days after notice of termination of status as a Scrum Certified Member, an opportunity to be heard, either orally or in writing, at a meeting of the Board of Directors to be held not less than five (5) days before the effective date of the proposed termination of member status. The Board of Directors shall hold the meeting, which may be conducted at the Board of Director’s discretion by electronic means such as teleconferencing, video conferencing, interactive webcasting, or any other means of communication by which all participants may hear each other during the meeting. The notice to the Scrum Certified Member of his or her termination of member status shall state the reason for his or her termination of status as a Scrum Certified Member; and, if given by mail, shall be given by first-class or certified mail sent to the last address of the Scrum Certified Member shown on the Corporation’s records.
(b) All rights of a Scrum Certified Member in the Corporation shall cease on termination of status as a Scrum Certified Member.
4 126568.00100/11978257v.11
Section 2.7 Meetings.
(a) The Voting Members shall meet annually and otherwise as provided by the Board of Directors. The annual meeting of the Board of Directors shall be the annual meeting of the Voting Members. Other meetings of the Board of Directors shall be considered meetings of the Voting Members, as determined by the Board or as required by the Act.
(b) The Scrum Certified Members shall have no meetings except to elect the SCM Directors as provided in Section 3.5 (b); provided, however, that the Board of Directors, in its sole discretion, may provide that the election of the SCM Directors be conducted by written ballot. For purposes of Section 7-127-109 of the Act, the quorum shall be set at twenty (20) Scrum Certified Members.
Section 2.8 Confidential Member Information.
(a) Voting Members shall have full access to the Corporation’s member records, provided that, without the consent of the full Board of Directors, a member list or any part thereof may not be obtained or used by any purpose unrelated to the Voting Member’s interest as a Voting Member of the Corporation, including, but not limited to, use for the solicitation of money or property, use for any commercial purpose, or for sale to or purchase by any person.
(b) Scrum Certified Members are entitled to inspect and copy, during regular business hours at the registered office of the Corporation, the Corporation’s member records, provided that (1) the Scrum Certified Member has been a Scrum Certified Member for at least three months immediately preceding the demand to inspect or copy, (2) the demand is made in good faith and for a purpose reasonably related to the demanding Scrum Certified Member’s interest as a member, (3) the Scrum Certified Member describes with reasonable particularity the purpose and the records the member desires to inspect, and (4) the records are directly connected with the described purpose. If a Scrum Certified Member meets these criteria, such Scrum Certified Member shall provide the Corporation written demand at least five business days before the date on which the Scrum Certified Member wishes to inspect such records.
(c) Without consent of the Board of Directors, a member list or any part thereof may not be obtained or used by any person for any purpose unrelated to a Scrum Certified Member’s interest as a Scrum Certified Member of the Corporation, including, but not limited to, use for the solicitation of money or property, use for any commercial purpose, or for sale to or purchase by any person.
ARTICLE 3. THE BOARD OF DIRECTORS.
Section 3.1 Composition.
(a) The Board of Directors shall consist of:
(i) No less than five and no more than eight Directors elected pursuant to Section 3.5(a) (the “Board Elected Directors”), which number of Board Elected Directors shall be set by the Board of Directors from time to time;
5 126568.00100/11978257v.11
(ii) Three Directors elected pursuant to Section 3.5(b) (the “SCM Directors”); and
(iii) the Chief Executive Officer.
(b) The Board Elected Directors, the SCM Directors and the Chief Executive Officer are collectively referred to in these Bylaws as “Directors” and individually as a “Director.”
(c) All Directors shall be voting members of the Board of Directors without further action of the Board.
(d) As required by the Act, any change in the number of Board Elected Directors shall not shorten an incumbent Board Elected Director’s term.
Section 3.2 Qualifications.
Any Scrum Certified Member of the Corporation in good standing, as defined by the Board, may be elected by the Board to be a Director.
Section 3.3 Duties.
The property and affairs of the Corporation shall be managed, conducted and directed under the supervision of the Board of Directors. In addition to the powers and duties conferred or imposed upon the Board of Directors under the Act, it shall also meet at such times and places as required or permitted by these Bylaws; and interpret the provisions of these Bylaws, which interpretation shall be binding upon the Corporation.
Section 3.4 Term of Office.
(a) Each Director, other than the Chief Executive Officer, shall serve a three-year term and until his or her successor is duly elected and qualifies, or until the Director’s earlier death, resignation, or removal pursuant to the provisions of Section 3.15 of these Bylaws.
(b) The term of each Board Elected Director and each SCM Director shall begin on January 1 of the year after the Director is elected and end three years after the beginning of the term. No Board Elected Director or SCM Director shall serve for more than two consecutive three-year terms, though board members maybe re-appointed after a break in service of at least one year.
(c) The Board of Directors shall stagger the terms of the Board Elected Directors and the SCM Directors so that an equal number (or as close as possible to an equal number) are elected each year. The Board shall have the authority to take whatever action is necessary in the judgment of the Board to implement the system of staggered terms of the Board Elected Directors and the SCM Directors, as provided for in this Section 3.4(c). This includes, but is not limited to, the authority to set the initial term of additional Board Elected Directors at one, two, or three years in order to preserve the system of staggered terms of the Board Elected Directors, as provided for in this Section 3.4(c).
(d) The Chief Executive Officer shall serve as a Director for so long as he or she remains employed as the Chief Executive Officer.
6 126568.00100/11978257v.11
Section 3.5 Election of Directors.
(a) The positions of Board Elected Directors whose terms expire at the end of a calendar year shall be filled by a majority vote of the members of the Board of Directors then in office. Elections of Board Elected Directors shall take place prior to December 31 of each year at such meeting of the Board as the Board shall determine.
(b) The position of the SCM Director whose term expires at the end of a calendar year shall be filled by a vote of the Scrum Certified Members, after nomination for election as a SCM Director by the Nominating Committee, which is described in Section 5.2. Any Scrum Certified Member in good standing may petition the Nominating Committee to stand for election as a SCM Director. Each year, the Nominating Committee, in its sole discretion, shall select three candidates to be voted on for election as SCM Director. The candidate receiving the highest number of votes shall serve as SCM Director for a term beginning on January 1 of the next calendar year.
(c) Except as otherwise provided in Section 3.5(b) of these Bylaws, elections of SCM Directors shall be held as follows: (i) the Board shall appoint the Nominating Committee each year; (ii) the Nominating Committee shall accept petitions from Scrum Certified Members seeking election as an SCM Director until such time as the Board from time to time shall determine; provided, however, that Scrum Certified Members shall be given at least thirty (30) days notice by mail, e-mail or facsimile sent to each Scrum Certified Member at the address, e-mail address or facsimile number contained in the list of members maintained by the Corporation to submit petitions to the Nominating Committee; (iii) the nominating committee shall make its selection of three persons for each available vacancy to run in the election for SCM Director; and (iv) a vote of the Scrum Certified Members electing the SCM Director shall take place as provided by the Board; provided that Scrum Certified Members shall have a period within which to cast their ballots of at least fourteen (14) days after the written ballot is sent to them as provided in Section 3.5(d).
(d) Elections of the SCM Directors shall be by written ballot sent to all Scrum Certified Members. Each ballot may be delivered by mail, e-mail, or facsimile to each Scrum Certified Member at the address, e-mail address, or facsimile number contained in the list of members maintained by the Corporation. Each ballot shall identify all candidates nominated for election as an SCM Director; provide each Scrum Certified Member with an opportunity to vote for the number of SCM Directors being elected; indicate the number of responses needed to meet quorum requirements; state the time (the "deadline") by which a ballot must be received by the Corporation in order to be counted; be accompanied by written information sufficient to permit each person casting such ballot to reach an informed decision; and contain information as to where and how the written ballots shall be returned, which may be by mail, e-mail, facsimile sent to the Corporation to the address provided in the ballot or in the accompanying information (or be returned to the Corporation to the address provided in the ballot or in the accompanying information by other means by which the ballot is returned to the Corporation by the deadline).
7 126568.00100/11978257v.11
Section 3.6 Compensation.
Directors shall serve without compensation, except that they shall be allowed reasonable reimbursement of expenses incurred in the performance of their regular duties as determined by the Board of Directors and reasonable compensation for services provided to the Corporation in any capacity other than as a Director. In all such matters, the Corporation shall comply with the Act and the rules for excess benefit transactions established under § 4958 of the Code and the regulations promulgated thereunder.
Section 3.7 Place of Meetings; Electronic Conference Meetings.
Meeting location shall be determined by the Board of Directors or by the Chief Executive Officer, if the Board of Directors has not acted to set the meeting location. The Board of Directors meetings may be held with all Directors physically present in one location, or with one or more Directors present via teleconferencing, video conferencing, or interactive webcasting, or any other means of communication by which all directors participating may hear each other during the meeting.
Section 3.8 Regular Meetings.
The annual meeting of the Board of Directors shall be held in each calendar year on such date and at such time and place as the Board of Directors shall determine. Other regular meetings of the Board of Directors shall be held on such regularly scheduled dates and at such times and places as the Board of Directors shall determine.
Section 3.9 Special Meetings.
Special meetings of the Board of Directors may be called by the Chief Executive Officer or by any two Directors. Notice of such meetings shall state the general nature of the business to be transacted at such meeting.
Section 3.10 Quorum for Board of Directors Meetings.
A quorum shall consist of a majority of Directors then in office. Except as otherwise provided in these Bylaws or in the Articles of Incorporation, or by law, no business shall be considered by the Board of Directors at any meeting at which a quorum is not present, and the only motion which shall be entertained at a meeting at which quorum is not present is a motion to adjourn.
Section 3.11 Majority Decision as Board of Directors Decision.
Every decision made by a majority of the Directors present at a meeting duly held at which a quorum is present is the decision of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board of Directors.
Section 3.12 Minutes and Governance.
Minutes of each meeting of the Board of Directors shall be filed as a permanent record of the Corporation after they have been circulated to the Board of Directors and approved by a majority of the Board of Directors. Meetings shall be governed by such rules as may be determined by the Board of Directors.
8 126568.00100/11978257v.11
Section 3.13 Action by Written Consent.
(a) Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if:
(i) Notice is given to each Director, as described in this Section and in accordance with Section 7-128-202 of the Colorado Revised Nonprofit Corporation (“Section 7-128-202”), as amended from time to time, if different from the provisions of this Section; and
(ii) Each Director (A) votes in writing for such action; or (B) votes in writing against such action, abstains in writing from voting or fails to respond or vote; and (C) fails to demand in writing that action not be taken without a meeting; and
(iii) At least two thirds of all of the Directors then in office vote in writing for such action.
(b) Any Director who in writing has voted, abstained, or demanded action not be taken without a meeting pursuant to this Section 3.13 may revoke such vote, abstention, or demand in writing received by the Corporation by the time stated in the notice transmitted as provided in this Section 3.13.
(c) In accordance with Section 7-128-202, the notice required in this Subsection (a) shall state:
(i) The action to be taken;
(ii) The time by which a Director must respond;
(iii) That failure to respond by the time stated in the notice will have the same effect as abstaining in writing by the time stated in the notice and failing to demand in writing by the time stated in the notice that action not be taken without a meeting; and
(iv) Any other matters the Corporation determines to include.
(d) A writing by a Director under this section shall be in a form sufficient to inform the Corporation of the identity of the Director, the vote, abstention, demand, or revocation of the Director, and the proposed action to which such vote, abstention, demand, or revocation relates. All communications under this section may be transmitted or received by the Corporation by electronically transmitted facsimile, e-mail, or other form of wire or wireless communication. For purposes of this section, communications to the Corporation are not effective until received.
(e) The provisions of this Section shall be implemented strictly in accordance with Section 7-128-202 and the notice and all other writings regarding such action shall be filed with the minutes of proceedings of the Board of Directors or committee.
Section 3.14 Notice.
(a) Not less than five (5) days prior to a regular meeting described in Section 3.8, the Secretary shall deliver notice of the time and place of the regular meeting.
9 126568.00100/11978257v.11
(b) Not less than five (5) or more than sixty (60) days prior to a special meeting described in Section 3.9, the Secretary shall deliver notice of the general purpose, time and place of the special meeting.
(c) Notice under this Section 3.14 may be given in person; by telephone, telegraph, teletype, electronically transmitted, or other form of wire or wireless communication; or by mail or private carrier.
(d) In order for the Secretary to provide the notices required in this Section 3.14, each Director shall register his or her addresses, e-mail addresses, and phone numbers with the Secretary of the Corporation, and notices of meetings mailed, e-mailed or telephoned to them at such addresses shall be valid notices thereof.
Section 3.15 Vacancies and Removal.
(a) Vacancies on the Board of Directors shall exist on the death, resignation or removal of any Director. Any Director may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect on the date of receipt of such notice or on any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(b) Removal of a Director from his or her position on the Board of Directors for any reason may be accomplished by a majority vote of the Board of Directors, provided that ten days prior notice has been provided.
(c) Vacancies in the office of Board Elected Director shall be filled by the remaining Board Elected Directors. If the number of Board Elected Directors then in office is less than a quorum, a vacancy in the office of Board Elected Director may be filled by a majority of the Board Elected Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board of Directors shall hold office until the earlier of the end of the term of the Director that individual is replacing, or until the new Director’s death, resignation or removal from office.
ARTICLE 4. OFFICERS.
Section 4.1 Enumeration of Officers.
The officers of the Corporation shall be the Chair, Vice-Chair, Secretary, and Treasurer. In addition, the Corporation may have one or more assistant secretaries, assistant treasurers and such other officers as the Board of Directors may from time to time determine.
Section 4.2 Election and Term of Office.
The officers shall be elected at the annual meeting of the Board of Directors and shall serve for a term of one year. Each officer shall serve until his successor is duly elected and qualified or until he or she resigns or is removed from office. Officers may be elected for consecutive terms.
Section 4.3 Qualifications.
The Chair, Vice-Chair, Secretary and Treasurer shall be members of the Board of Directors. Assistant secretaries, assistant treasurers and such other officers as the
10 126568.00100/11978257v.11
Board of Directors may from time to time determine are not required to be members of the Board of Directors.
Section 4.4 Removal and Resignation.
Officers may be removed from office by a majority vote of the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. It shall be the Board of Directors’ responsibility to appoint a new officer to fill vacant offices.
Section 4.5 Limitation of Authority.
The officers have no authority to make or rescind commitments of the Corporation other than as explicitly stated in their duties or as provided by the Board of Directors.
Section 4.6 Chair.
The Chair shall preside at all meetings of the Board. The Chair shall perform such other duties as shall be provided in these Bylaws or as may be prescribed by the Board of Directors.
Section 4.7 Vice-Chair.
The Vice-Chair shall act in the Chair’s stead in the event of the absence or disability of the Chair, and shall perform such other duties as shall be provided in these Bylaws or as may be prescribed by the Board of Directors.
Section 4.8 Treasurer.
The Treasurer shall have care and custody of the books and records of account of the Corporation and, subject to the direction of the Board of Directors, shall have charge of and be responsible for all funds and securities of the Corporation. He or she shall render financial statements to the Board of Directors from time to time upon request. The funds of the Corporation shall be deposited to its credit in such a manner and in such depositories as the Board of Directors may from time to time designate and shall be subject to withdrawal by check, draft or other order by such officer or officers of the Corporation, the Chief Executive Officer, or by any combination of them, as may from time to time be designated by the Board of Directors. The Treasurer shall have such other duties as shall be provided in these Bylaws or as may be designated by the Board of Directors.
Section 4.9 Secretary.
The Secretary shall be responsible for seeing to the preparation and maintenance of minutes of the Corporation and shall give such notices of meetings as required by these Bylaws. The Secretary shall oversee the maintenance by the Corporation of a listing containing the name and address of each member of the Corporation. The Secretary shall have such other duties as shall be provided in these Bylaws or as may be designated by the Board of Directors.
11 126568.00100/11978257v.11
Section 4.10 Compensation and Reimbursement.
Officers shall not receive compensation for their services as an officer; provided, however that officers may be entitled to reimbursement for any reasonable expenses incurred in rendering services to the Corporation and for which such officers provide appropriate substantiating documentation, in the manner and to the extent provided by the Board of Directors. In all such matters, the Corporation shall comply with the Act and the rules for excess benefit transactions established under § 4958 of the Code and the regulations promulgated thereunder.
Section 4.11 Surrender of Records.
Upon completion of the term of office or resignation, each office holder shall turn over to his/her successor or other officer all records, correspondence, documents and other Corporation property in his/her possession.
ARTICLE 5. COMMITTEES.
Section 5.1 Executive Committee.
(a) The Board of Directors may, by a majority vote of the Directors, designate an Executive Committee consisting of not less than three (3) Directors and may delegate to such committee the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, to the extent permitted, and except as may otherwise be provided, by provisions of the Act or other law.
(b) By a majority vote of the Directors after thirty days notice, the Board of Directors may at any time revoke or modify any or all of the Executive Committee authority so delegated and increase or decrease but not below three (3) the number of the members of the Executive Committee. At any time by a majority vote of the Directors, the Board of Directors may fill vacancies on the Executive Committee from among the Directors. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board of Directors from time to time as the Board of Directors may require.
Section 5.2 Nominating Committee.
(a) The Nominating Committee shall nominate for election the SCM Directors as provided in Section 3.5
(b) The Nominating Committee shall consist of a chair, who shall be one of the individuals described below in Section 5.2(c), plus the following individuals nominated by the chair of the Nominating Committee and approved by the Board of Directors: (i) one Certified Scrum Trainer who is a Scrum Certified Member in good standing; (ii) one Certified Scrum Coach who is a Scrum Certified Member in good standing; and (iii) one Certified Scrum Professional who is a Scrum Certified Member in good standing.
(c) The chair of the nominating committee shall be a recent member of the Board of Directors selected in the following order of priority: (i) the most immediate past Chair of the Corporation; provided however that if the most immediate past Chair is not available or declines to serve, (ii) the most immediate past Vice-Chair; provided however that if
12 126568.00100/11978257v.11
the most immediate past Vice-Chair is not available or declines to serve, (iii) the most immediate past Treasurer; provided, however, that if the most immediate past Treasurer is not available or declines to serve, (iv) the most immediate past Secretary; provided, however, that if the most immediate past Secretary is not available or declines to serve, (v) a current member of the Board of Directors chosen by the then current Board of Directors.
Section 5.3 Other Committees.
The Board of Directors may have such other committees as may from time to time be designated by the Board of Directors. These committees may consist of persons who are not also Directors and shall act in an advisory capacity to the Board of Directors.
Section 5.4 Restrictions on Committee Activities.
No committee shall (a) authorize distributions; (b) approve or propose to members action that the Act requires be approved by members; (c) elect, appoint, or remove any director; (d) amend the Corporation’s articles of incorporation; (e) adopt, amend, or repeal bylaws; (f) approve a plan of conversion or plan of merger; or (g) approve a sale, lease, exchange, or other disposition of all, or substantially all, of the Corporation’s property.
ARTICLE 6. CHIEF EXECUTIVE OFFICER.
Section 6.1 Powers and Duties.
The Chief Executive Officer shall be the chief executive officer of the Corporation and, subject to the direction and control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer shall assist the Chair, Vice-Chair, Secretary and Treasurer in the performance of their duties as provided in these Bylaws. The Chief Executive Officer shall be responsible for hiring; firing; supervising; and, within the limits set forth by the Board of Directors in the Corporation's budget, setting the compensation for all employees of the Corporation. At the start of each fiscal year, the Chief Executive Officer shall submit a budget and financial plan for the operation of the Corporation to the Board of Directors for its approval. As authorized by the Board of Directors, the Chief Executive Officer shall execute all instruments requiring such execution, except to the extent that signing and execution thereof is expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Upon request of the Board of Directors, the Chief Executive Officer shall report to the Board of Directors all matters which the interests of the Corporation may require to be brought to the attention of the Board of Directors. As provided in Section 3.1, the Chief Executive Officer shall be an ex-officio, voting member of the Board of Directors. The Chief Executive Officer shall preside at meetings of the Board of Directors, if the Chair and Vice-Chair of the Board are absent. The Chief Executive Officer shall perform such other duties as shall be provided in these Bylaws or as may be prescribed by the Board of Directors.
13 126568.00100/11978257v.11
Section 6.2 Selection, Removal and Resignation.
The Chief Executive Officer shall be selected by the Board of Directors. The Chief Executive Officer may be removed from that position, after fifteen days notice, by a majority vote of the Board of Directors. The Chief Executive Officer may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect on the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The Board of Directors shall appoint a new Chief Executive Officer when there is a vacancy in the position of Chief Executive Officer.
ARTICLE 7. FISCAL MANAGEMENT.
Section 7.1 Fiscal Year.
The fiscal year shall commence on January 1st and end on December 31st.
Section 7.2 Budgets.
All expenditures of funds may only be made within a budget approved by the Board of Directors or as otherwise authorized by the Board of Directors.
Section 7.3 Expenses.
All requests for reimbursement must adhere to procedures established by the Board of Directors. No expense shall be reimbursed without a receipt.
Section 7.4 Financial Statements.
A financial statement disclosing the fiscal condition of the Corporation shall be published at least once during the first six months of each fiscal year.
ARTICLE 8. CONFLICT OF INTEREST.
Section 8.1 Conflicts of Interest.
Any Director or officer who has a material interest and can financially profit by or from an issue being decided by the Board of Directors must disclose such an interest to the Board of Directors and may not participate in the debate regarding and may not vote on questions related to that issue.
ARTICLE 9. DISSOLUTION.
Section 9.1 Dissolution.
In order to dissolve the Corporation, the Board of Directors must adopt a proposal to dissolve the Corporation by a two-thirds vote of the Board of Directors. A proposal for dissolution may be considered at a regular or special meeting of the Board of Directors.
Section 9.2 Dedication of Assets to Exempt Purposes.
All assets of the Corporation shall be dedicated, exclusively, to its exempt purpose, as set forth under §501(c)(6) of the Code. Upon dissolution, all assets of the Corporation shall be distributed for one or more of such exempt purposes, or to the Federal Government, or to a State or local government, for a public purpose, or shall be
14 126568.00100/11978257v.11
distributed by a Court of competent jurisdiction to another organization to be used in such manner as in the judgment of the Court shall best accomplish the general purposes for which the Corporation was organized. Upon dissolution, no part of the Corporation’s assets shall be distributed to its members.
ARTICLE 10. REPRESENTATION, IDENTIFICATION, MARKS.
Section 10.1 Representation.
Only officers and the Chief Executive Officer may identify themselves as representing the Corporation. Members may identify themselves as members of the Corporation, but not as a representative of the Corporation.
Section 10.2 Marks.
The Board of Directors shall cause identifying marks for the Corporation to be designed and created. Upon resolution of the Board of Directors, they may be trademarked. These marks shall be the identifying marks for the Corporation representatives, products, and events. Their use must be approved by the Board of Directors.
ARTICLE 11. PERSONAL LIABILITY AND INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHER PERSONS.
Section 11.1 Personal Liability.
(a) The Directors, officers, employees, and members of the Corporation are not, as such, personally liable for the acts, debts, liabilities, or obligations of the Corporation.
(b) A Director or officer shall not be personally liable to the Corporation or its members for any action taken or omitted to be taken as a Director or officer, as the case may be, if, in connection with such action or omission, the Director or officer performed the duties of his or her position (i) in good faith; (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (iii) in a manner the Director or officer reasonably believes to be in the best interests of the Corporation.
(c) A Director or officer of the Corporation, in the performance of his or her duties, shall not have any fiduciary duty to any creditor of the Corporation arising only from the status as a creditor.
(d) No Director or officer shall be personally liable for any injury to person or property arising out of a tort committed by an employee unless such Director or officer was personally involved in the situation giving rise to the litigation or unless such Director or officer committed a criminal offense in connection with such situation.
Section 11.2 Mandatory Indemnification of Directors.
The Corporation shall, indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, to which the person was a party because the person is or was a Director or officer of the Corporation, or, while a Director or officer, is or was serving at the Corporation’s request as a director, officer, partner, member, manager, trustee,
15 126568.00100/11978257v.11
employee, fiduciary, or agent of another domestic or foreign entity or of an employee benefit plan, against reasonable expenses (including attorney’s fees) incurred by the person in connection with such action, suit or proceeding. A person entitled to indemnification under this Section 11.2 is hereafter called “a person covered by Section 11.2 hereof.”
Section 11.3 Optional Indemnification.
Except as provided in Section 11.4, the Corporation may indemnify a person made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, because the person is or was a Director, officer, employee, fiduciary, or agent of the Corporation, and while in such position, is or was serving at the Corporation’s request as a director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of another domestic or foreign entity or of an employee benefit plan, against liability incurred in such action, suit or proceeding, if (i) the person’s conduct was in good faith; (ii) the person reasonably believed, in the case of conduct in an official capacity, as defined in § 7-129-101(5) of the Act (as amended from time to time), that the conduct was in the Corporation’s best interests, and in all other cases, that the conduct was at least not opposed to the Corporation’s best interests; and (iii) in the case of any criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful. Indemnification permitted under this Section 11.3 in connection with an action, suit, or proceeding by or in the right of the Corporation is limited to reasonable expenses (including attorney’s fees) incurred in connection with such action, suit, or proceeding.
Section 11.4 Exceptions.
No indemnification under Section 11.3 shall be provided to a person (a) in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by or in the right of the Corporation in which the person was adjudged liable to the Corporation; or (b) in connection with any other threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, charging that the person derived an improper personal benefit, whether or not involving action in an official capacity, as defined in § 7-129-101(5) of the Act (as amended from time to time), in which such action, suit, or proceeding such person was adjudged liable on the basis that such person derived an improper personal benefit. The Board of Directors is hereby authorized, at any time, to add to the above list of exceptions from the right of indemnification under Section 11.3, but any such additional exceptions shall not apply with respect to any event, act or omission which has occurred prior to the date that the Board of Directors in fact adopts such exceptions. Any such additional exception may, at any time after its adoption, be amended, supplemented, waived or terminated by further resolution of the Board of Directors.
Section 11.5 Advancement of Expenses.
Expenses incurred in connection with an action, suit, or proceeding described in Section 11.3 hereof may be paid by the Corporation in advance of a final disposition of such action, suit, or proceeding if (a) the person who has been made party to such action, suit, or proceeding furnishes to the Corporation a written affirmation of such person’s
16 126568.00100/11978257v.11
good faith belief that they have met the standard of conduct described in Section 11.3; (b) the person furnishes to the Corporation a written undertaking, executed personally or on such person’s behalf, to repay the advance if it is ultimately determined that such person did not meet the standard of conduct; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under Article 129 of the Act.
Section 11.6 Continuation of Rights.
The indemnification and advancement or reimbursement of expenses provided by, or granted pursuant to, this Article 11 shall continue as to a person who has ceased to be a Director or officer of the Corporation, and shall inure to the benefit of heirs, executors and administrators of such person.
Section 11.7 General Provisions.
(a) The Corporation shall not indemnify any person under Section 11.3 unless such indemnification is authorized in the specific case after determination has been made that indemnification of the person is permissible in the circumstances because the person has met the standard of conduct described in Section 11.3. The Corporation shall not advance expenses to a person under Section 11.5 unless authorized in the specific case after the written affirmation and undertaking required in Section 11.5 are received and the determination required by Section 11.5 has been made. The determinations required by this Section 11.7(a) shall be made (i) by a majority vote of those present at a meeting of the Board of Directors at which quorum is present, in which only those Directors not parties to the action, suit, or proceeding are counted to satisfy quorum; or (ii) if a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors designated by the Board of Directors, which committee shall consist of two or more directors not parties to the action, suit, or proceeding. In the event quorum cannot be obtained, and a committee cannot be established, as contemplated in the previous sentence, or, even if a quorum is obtained or a committee is designated, if a majority of the Directors constituting such quorum or such committee so directs, the determination required to be made shall be made (x) by independent legal counsel selected by a vote of the Board of Directors or the committee in the manner specified above in this Section 11.7(a) or, if a quorum of the full Board of Directors cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority of the full Board of Directors; or (y) by the voting members, but voting members who are also seeking indemnification may not vote on the determination. If the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.
(b) Any person covered by Section 11.2 hereof may, to the fullest extent permitted by applicable law, elect to have the right to indemnification or to advancement or reimbursement of expenses, interpreted, at such person’s option (i) on the basis of the applicable law on the date in this Article 11 was adopted, or (ii) on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the action, suit or proceeding, or (iii) on the basis of the applicable law in effect at the time indemnification is sought.
17 126568.00100/11978257v.11
(c) The right of a person covered by Section 11.2 hereof to be indemnified or to receive an advancement or reimbursement of expenses pursuant to Section 11.5 (i) may also be enforced as a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Corporation and such person, and (ii) shall continue to exist after the rescission or restrictive modification (as determined by such person) of this Article 11 with respect to events, acts or omissions occurring before such rescission or restrictive modification is adopted.
(d) If a request for indemnification under Section 11.2 or for the advancement or reimbursement of expenses pursuant to Section 11.5 is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation together with all supporting information reasonably requested by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim (plus interest at the prime rate announced from time to time by the Corporation’s primary banker) and, if successful in whole or in part, the claimant also shall be entitled to be paid the expenses (including, but not limited to, attorney’s fees and costs) of prosecuting such claim. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its members) to have made a determination prior to the commencement of such action that indemnification of or the advancement or reimbursement of expenses to the claimant is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its members) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.
(e) The indemnification and advancement or reimbursement of expenses provided by, or granted pursuant to, this Article 11 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement or reimbursement of expenses may be entitled under any bylaw, agreement, vote of the Directors or otherwise, both as to action in such Director’s or officer’s official capacity and as to action in another capacity while holding that office.
(f) Nothing contained in this Article 11 shall be construed to limit the rights and powers the Corporation possesses under the Act, or otherwise, including, but not limited to, the powers to purchase and maintain insurance, create funds to secure or insure its indemnification obligations, and any other rights or powers the Corporation may otherwise have under applicable law.
(g) The Corporation shall have the right to appoint the attorney for a person covered by Section 11.2 hereof, provided such appointment is not unreasonable under the circumstances.
Section 11.8 Insurance for Corporate Agents.
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of a person who is or was a Director, officer, employee, fiduciary or agent of the Corporation, or who, while a Director, officer, employee, fiduciary, or agent of the
18 126568.00100/11978257v.11
Corporation, is or was serving at the request of the Corporation as a director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of any domestic or foreign entity or of any employee benefit plan, against liability asserted against or incurred by the person in such capacity or arising out of the person’s status as such, whether or not the Corporation would have the power to indemnify the person against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
ARTICLE 12. TRANSITION PROVISION.
The additional (the third) SCM Director authorized to be elected pursuant to the 2012 amendments to these Bylaws shall be nominated and elected before December 31, 2012 pursuant to the procedures set forth in Section 3.5. That additional SCM Director shall serve for an initial term beginning on January 1, 2013 and ending on December 31, 2013.1 Thereafter, the individual serving in that SCM Director position shall serve for a term of three years, as provided for in Section 3.4
ARTICLE 13. AMENDMENTS AND VALIDITY.
Section 13.1 Amendments to the Bylaws.
The Board of Directors shall have the right to amend the bylaws subject to a two-thirds (2/3) majority vote of the Board of Directors.
Section 13.2 Validity.
The invalidity of any part of these Bylaws shall not impair or otherwise affect in any manner the validity, enforceability, or intent of the balance these Bylaws.
Home » Code of Ethics
We believe that the credibility and reputation of the Scrum Alliance is shaped by the collective conduct of
individual practitioners. This Code of Ethics establishes the expectations that we have of ourselves and our
fellow practitioners in the global Scrum community, and establishes an organization-wide understanding of
appropriate behavior. This Code applies to all members of the Scrum Alliance.
Violations of this Code are determined in accordance with the bylaws, policies and procedures of the Scrum
Alliance. Any disciplinary action instituted by the Scrum Alliance shall be binding and final upon the member
and without recourse to the Alliance, its officers, members or staff.
The Manifesto for Agile Software Development, located at < http://www.agilemanifesto.org> and incorporated
herein by reference, sets forth principles and guidelines for software development and methodologies in
accordance with Scrum policies.
All Scrum Alliance members have an obligation to themselves and to the Alliance to represent themselves
truthfully, professionally and in a non-misleading manner. All Scrum Alliance members shall:
Be honest and accurate in presenting qualifications and experience in all communications with others
Provide accurate information in a highly visible and timely manner
Demonstrate transparency in their decision-making processes
Not engage in or condone behavior that is designed to deceive others.
All Scrum Alliance members shall conduct themselves in a most professional and ethical manner so as
neither to offend nor bring discredit to themselves, the Scrum Alliance, or their fellow Scrum Alliance
members. All Scrum Alliance members shall:
Maintain a collegial relationship with fellow members based upon respect, professional courtesy, dignity
and the highest ethical standards
Not discriminate against others based on, but not limited to, gender, race, ethnicity, age, religion,
disability, nationality, or sexual orientation
Not engage in any illegal behavior
Not use – either orally or in writing – materials, titles or thematic creations originated by others unless
approved in writing by the originator
Protect proprietary or confidential information that has been entrusted to them and maintain the
confidentiality of business or personal affairs of clients, the Scrum Alliance, and other members
Conduct themselves in a professional manner, even when it is not reciprocated.
All Scrum Alliance members will dedicate themselves to a common goal and will strive to perform
professionally and responsibly at all times. All Scrum Alliance members shall:
Take responsibility for and fulfill the commitments that they undertake
Make decisions and take actions based on the best interests of society, public safety, and the
environment.
Take ownership of their errors and omissions and accept accountability for any issues resulting from their
errors or omissions and any resulting consequences
Proactively and fully disclose any real or potential conflicts of interest to the appropriate parties
Comply with any established learning objectives for courses which they teach
As a member of the Scrum Alliance, I acknowledge and agree to honor my ethical obligations to my
customers, trainers, colleagues, and to the public at large. I pledge to act in accordance with this Scrum
Alliance Code of Ethics (which includes the Business Practice Guidelines, which are incorporated herein by
reference), to treat people with dignity as independent and equal human beings, and to model these
standards with those whom I work. I understand and agree that if I breach this Pledge of Ethics or any part of
the Scrum Alliance Code of Ethics, the Scrum Alliance in its sole discretion may hold me accountable for
such breach and that such accountability may include the suspension or loss of my Scrum Alliance
membership and/or my Scrum Alliance credentials.
All members of the Scrum Alliance are expected to engage in business conduct that is ethical and
responsible, and are expected to refrain from any practices that are disreputable or would reflect poorly on
the Scrum Alliance.
No persons or organizations who, beyond merely using the certification as a symbol of the quality and
achievement of their knowledge and skill, offer and sell services to third parties (e.g., training, coaching,
mentoring, and the like) are permitted to engage in practices that are considered by the Scrum Alliance to be
disreputable or improper, regardless of whether these practices are legal in a specific jurisdiction. These
practices include, but are not limited to, the following:
The use of mass, unsolicited email (“Spam”) for marketing purposes.
The use of “bait and switch” tactics, where a course offering is made, but the course is never provided.
Engaging in false or deceptive marketing, or making unsupported claims in marketing.
Marketing courses without having a specific trainer confirmed to teach the course, or marketing multiple
courses by the same trainer on the same date in different locations.
Failing to provide prompt refunds to customers in the event of course cancellation.
Cancelling courses with less than two weeks’ prior notice, without an extenuating circumstance (e.g.,
trainer illness or travel disruption).
Offering anything of value that might reasonably be expected to influence the decision to attend (or send
or authorize others to attend ) a course, without the knowledge and consent of the individual or entity
paying for the course. By way of example, “anything of value” does not include (i) gifts of nominal value,
such as pens, t-shirts, thumb drives, or similar items, given in the ordinary course of business; (ii)
discounts in the ordinary course of business; (iii) course material or other publications, in paper or
electronic form, that are related to Scrum or the specific subject matter of the course.
Student uploads (within two weeks of the course date) are mandatory for all courses listed on the Scrum
Alliance website.
In addition, all persons or organizations, as set forth above, are expected to make good faith efforts to
ensure that their business partners uphold these standards in relation to Scrum Alliance-related courses,
events, and other offerings (e.g., by making adherence to these standards part of any formal agreements
with partners). To the extent that any of the above-mentioned practices, or any other practices that are
considered by the Scrum Alliance to be disreputable or improper, are engaged in by any member of the
Scrum Alliance, the Scrum Alliance reserves the right to enforce these guidelines with measures that include,
but are not limited to, revocation of Scrum Alliance membership or revocation of any Scrum Alliance
certification.
