VITA-Learn - Vita-Learn Bylaws

Last Revised: 2/24/98

Vermont Information Technology Association for

the Advancement of Learning, Inc.

The name of the corporation is Vermont Information Technology Association for the Advancement of Learning, Inc. (VITA-LEARN).

The principal office of the corporation shall be located in the City of Burlington, County of Chittenden and State of Vermont. The board of directors may change the location of the principal office of the corporation and may, from time to time, designate other offices within or without the State of Vermont as the business of the corporation may require.

Article III. Purpose

The purpose of this non-profit organization is to promote and encourage the use of information technology to meet Vermont's educational goals and standards by:

providing professional development opportunities in information technology to Vermont educators;

providing discussion and interchange of ideas pertaining to the use of information technology at all levels and in all subject areas;

encouraging cooperative study of the challenges of using information technology in education;

providing a forum for discussion and the development of local and state policies regarding the use of information technology in education;

fostering partnerships;

providing support to Vermont educators through financial resources, publications and other activities that encourage and strengthen regional support groups and organizations.

This corporation shall have such additional purposes as are set forth in its Articles of Association. The corporation is organized solely and exclusively for charitable purposes and the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

Section 1. Classes of Members.

Multiple classes of membership and the qualifications therefor may be established by the board of directors.

Section 2. Acceptance of Members

Any person completing a valid application form and submitting the annual dues, if any, shall be accepted as a member of this association.

Section 3. Voting Rights

Members shall be entitled to attend regularly scheduled membership meetings. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the membership.

Section 4. Termination of Membership

The board of directors, by an affirmative vote of 2/3 of all the members of the board, may suspend or expel a member for cause; or may terminate the membership of any person who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues in excess of 60 days; in accordance with the minimum requirements set forth in 11B V.S.A. Section 6.31.

Section 5. Resignation.

Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

Section 6. Reinstatement.

On written request signed by a former member and filed with the secretary, the board of directors by an affirmative vote of 2/3 of the members of the board, may reinstate such former member to membership upon such terms as the board of directors may deem appropriate.

Section 7. Transfer of Membership.

Membership in this corporation is not transferable or assignable.

The annual dues for membership in the Vermont Information Technology Association for the Advancement of Learning shall be proposed yearly by the Board of Directors and approved by the membership by a majority vote of those present at the Annual Membership meeting.

Article V. Members' Meetings

Section 1. Annual Meetings:

The annual meeting of the members for the election of directors and the transaction of such other business as may properly come before it shall be held at such place and time within or without the State of Vermont as shall be set forth in the notice of the meeting. The meeting shall be held at the annual statewide technology conference, currently called Vermont Fest. In the case of no annual conference, the annual membership meeting will be held the first Friday in November.

The president, executive director, or officer or persons calling the meeting, shall give personally or by mail or electronic communications, not less than ten (10) nor more than fifty (50) days before the date of the meeting to each member entitled to vote at such meeting, written notice stating the place, date and hour of the meeting. If mailed, notice shall be addressed to the member at the address as it appears on the record of members, unless the member shall have filed with the executive director a written request that notices be mailed to a new address. Any notice of meetings may be waived by a member by submitting a signed waiver either before or after the meeting, or by attendance at the meeting.

Section 2. Special Meetings.

Special meetings of members, other than those regulated by statue, may be called at any time by the president, the vice president, or the board of directors, or by the executive director upon request in writing by not less than five percent (5%) of the members entitled to vote at the meeting. Written notice of such meetings stating the place within or without the State of Vermont, date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom the meeting is called shall be given not less than ten (10) nor more than fifty (50) days before the date set for the meeting. The notice shall be given to each member of record in the same manner as notice of the annual meeting. No business other than that specified in the notice shall be transacted at any such special meeting. Notice of a special meeting may be waived by submitting a signed waiver either before or after the meeting, or by attendance at the meeting.

The presence in person of four members entitled to vote at a duly noticed meeting of members shall constitute a quorum for the transaction of business at such meeting.

A member entitled to vote at the meeting may vote at such meeting in person or by proxy. Except as otherwise provided by law or the Articles of Association otherwise provided, all corporate action shall be determined by vote of majority of the votes cast at a meeting of members by the members entitled to vote thereon.

Whenever by a provision of statute or by the Articles of Association or by these Bylaws the vote of a member is required or permitted to be taken at a meeting thereof in connection with any corporate action, the meeting and vote of the member may be dispensed with, if all of the members who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate actions being taken.

Section 6. Regional Meetings and Special Interest Groups.

Members may form regional or special interest groups to further the purpose and activities of the association. Such meetings may be called as needed by members. Attendance at such regional or special interest meetings is open to any member of the association.

If a group of members form a regional or special interest group, those active and participating members may elect one person to become Chair of the group. The Chair of a group would be responsible for setting and announcing meetings, preparing the agenda and/or program materials and representing the group through correspondence or attendance at board of directors meetings. Regional and special interest groups may submit written proposals to the Board of Directors requesting funds to support activities and programs of benefit to the group.

Within two months of the association's annual membership meeting, a regional group meeting should be called for the purpose of electing people to fill any open seats for that region on the association's board of directors.

Article VI. Directors

Section 1. Number and Qualification.

Initially, the association shall be governed by a board of twenty-five directors. Said board shall consist of three (3) representatives from each of Vermont's five geographic regions (Northwest, Northeast, Central, Southwest and Southeast). The remaining eight directors should represent the K-12 education community, professional development organizations, special interest groups in information technology (SIGs), business, higher education and state government. Whenever possible, at least one board member shall be a Vermont Department of Education representative.

The number of directors shall be set annually by the members in their annual meeting; provided, however, that in no event, shall the number of directors be less than three (3).

Section 2. Manner of Election.

Two months prior to the annual meeting, the President shall appoint a nominating committee from the general membership to be chaired by one of the board members who is not up for reelection. The function of this committee shall be to prepare a slate of nominees for the board of directors when the terms of the incumbents are due to expire. Nominations for regional group directors shall be determined by regional group elections (see below). The committee shall report its recommendations to the association at the annual meeting.

Regional Board Members:

Within two months of the association's annual membership meeting, a regional group meeting must be called for the purpose of electing people to fill any open seats for that region. The results of such elections will be submitted to the nominating committee within one month of the annual membership meeting. If no such elections are held, the President will ask the general nominating committee to nominate candidates to fill these vacancies. In this circumstance, candidates will be elected by ballot cast at the annual membership meeting.

Department of Education.

One director to the board of directors will be appointed by the Vermont Commissioner of Education. If no such appointment is made, the President will ask the general nominating committee to nominate a candidate to be elected by ballot at the annual membership meeting.

The remaining directors will be elected by ballot at the annual membership meeting. The nominating committee will nominate candidates to fill any vacant or expired terms for these seats.

Section 3. Term of Office

The term of office of each director shall be two years and until the successor to office has been duly elected and has qualified; provided, however, that six (6) directors on the initial board of directors shall serve until the next annual meeting of the members and until the successor has been duly elected and qualified.

Initially, the terms of office may be staggered between one and two years to maintain continuity and experience on the board.

Section 4. Duties and Powers:

The board of directors shall have control and management of the affairs and business of the corporation and the directors shall in all cases act as a board, regularly convened, and in the transaction of business the act of a majority present at a meeting, except as otherwise provided by law or the Articles of Association, shall be the act of the board, provided a quorum is present. The directors may adopt such rules and regulations for the conduct of their meetings and the management of the corporation as they deem proper, not inconsistent with law or these Bylaws.

It shall be the responsibility of the board of directors to:

establish and assess the goals of the association on an annual basis.

plan, schedule and conduct meetings, workshops, and other events of the associations using comments and evaluations from the membership, and setting special fees as necessary.

meet regularly, at least twice a year, physically, or by electronic means.

utilize methods of communications with the association members including electronic mail, educational web sites, newsletters and mailed notices to further the purpose of the association as herein stated.

establish committees and/or regional groups as needed to carry out specific tasks.

hire and dismiss an executive director

appoint members to finish a term of office when necessary.

Section 5. Executive Committee

By resolution of a majority of the full board of directors, the directors may designate among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all authority of the board of directors, except as provided by law.

Section 6. Meetings.

The board of directors shall meet for the election or appointment of officers and for the transaction of any other business immediately after the adjournment of the annual meeting of the members, and other regular meetings of the board shall be held at such times as the board may from time to time determine.

Special meetings of the board of directors may be called by the president or the executive director at any time; and the officer must, upon the written request of any director, call a special meeting to be held no more than ten (10) business days after the date of such request.

Section 7. Notice of Meeting.

No notice need be given of any regular meeting of the board. Notice of special meetings shall be served upon each director in person by electronic mail or other similar telecommunication system so long as a written record of such notice may be kept and reduced to hard copy, or by mail and addressed to such person at last known post office address, at least two (2) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted thereat. At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted, if the meeting had been duly called.

Section 8. Place of meeting.

The board of directors may hold its meetings either within or without the State of Vermont and such place shall be designated in the notice of any such meeting.

At any meeting of the board of directors, the presence of a majority of the board in office immediately before the meeting begins shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a lesser number may adjourn the meeting to some further time.

Section 10. Telephone Meetings.

Members of the board of directors and members of any committee designated by the board of directors may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation on a meeting in such a manner shall constitute presence in person at such meeting.

Section 11. Consent.

Any action consented to in writing by each and every director shall be as valid as if adopted by the board of directors at a duly held meeting thereof, provided that such written consent is inserted in the minute book.

At all meetings of the board of directors, each director shall have one vote.

Section 13. Compensation.

Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the board of directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 14. Vacancies.

Any vacancy occurring in the board of directors by death, resignation or otherwise shall be promptly filled by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy. The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 15. Resignation.

Any director may resign office at any time, such resignation to be made in writing and to take effect immediately without acceptance.

Article VII. Officers

Section 1. Officers and Qualification.

The officers of the corporation shall be a president, a vice president, a secretary, a treasurer, and any such other officers as the board of directors may determine. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 2. Nominating Committee/Election

All officers of the corporation shall be elected annually by the board of directors at its meeting held immediately after the adjournment of the annual meeting of the members.

Section 3. Term of Office.

All officers shall hold office until their successors have been duly elected and have qualified or until removed as hereinafter provided.

Section 4. Removal of Officers.

Any officer may be removed either with or without cause by the vote of a majority of the board of directors.

Section 5. Duties of Officers.

The duties and powers of the officers of the corporation shall be as follows and as shall hereafter be set by resolution of the board of directors.

A. The president shall preside at all meetings of the board of directors. The president shall also preside at all meetings of the entire membership.

B. The president shall present at each annual meeting of the members and directors a report of the condition of the business of the corporation.

C. The president shall cause to be called regular and special meetings of the members and directors in accordance with the requirements of the statutes and these Bylaws.

D. The president shall appoint, discharge and fix the compensation of all employees and agents of the corporation other than the duly elected officers, subject to the approval of the board of directors.

E. The president shall sign and execute all contracts in the name of the corporation and all notes, drafts or other orders for the payment of money.

F. The president shall sign all certificates representing shares.

G. The president shall cause all books, reports, statements and certificates to be properly kept and filed as required by law.

H. The president shall enforce these Bylaws and perform all duties incident to the office and which are required by law, and generally, the president shall supervise and control the business and affairs of the corporation.

During the absence or incapacity of the president, the vice president in order of seniority of election shall perform the duties of the president, and when so acting, shall have all the powers and be subject to all the responsibilities of the office of the president and shall perform such duties and functions as the board may prescribe.

A. The treasurer shall have the care and custody of and be responsible for all funds and securities of the corporation, and shall deposit such funds and securities in the name of the corporation in such banks or safe deposit companies as the board of directors may designate.

B. The treasurer shall make, sign and endorse in the name of the corporation all checks, drafts, notes, and other orders for the payment of money and pay out and dispose of such under the direction of the president or the board of directors.

C. The treasurer shall keep accurate books of account of all of its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application during business hours.

D. The treasurer shall render a report of the condition of finances of the corporation at each regular meeting of the board of directors and at such other times as shall be required. The treasurer shall make a full financial report at the annual meeting of the shareholders (members).

E. The treasurer shall further perform all duties incident to the office of treasurer of the corporation.

A. An Executive Director may be appointed by the Board of Directors. If so appointed, the executive director shall be in charge of and shall exercise general management and control over the day-to-day affairs of the corporation, with such specific powers as may be from time to time granted by the board of directors. The board will determine compensation as approved in the annual budget.

B. The executive director shall assist the President by giving of notices of special meetings of the board of directors and all of the meetings of the members of the corporation.

C. The executive director shall maintain a book or record containing the names of all persons who are members of the corporation, showing their place of residence. The executive director shall keep such book or record and the minutes of the proceedings of the shareholders open daily during the usual business hours for inspection, within the limits prescribed by law, by any person duly authorized to inspect such records. At the request of the person entitled to an inspection thereof, the executive director shall prepare and make available a current list of officers and directors of the corporation and their residences.

D. The Executive Director shall attend to all correspondence and present to the board of directors at the meeting all official communications received.

E. In the absence of an Executive Director, these duties will be assigned by the Board of Directors.

A. The secretary shall record all votes and proceedings of the members and directors of any executive committee thereof.

B. Minutes of the board of directors meetings shall be given to the Executive Director for inclusion in the corporate minute book.

C. The secretary shall be custodian of the records and seal of the corporation and shall affix the seal to corporate papers when required.

D. The secretary shall perform the duties incident to the office of the secretary of the corporation as specifically delegated from time to time by the board of directors and as may be required by the laws of the State of Vermont.

Other officers shall perform such duties and such powers as may be assigned to them by the board of directors.

Section 6. Vacancies

All vacancies in any office shall be promptly filled by the board of directors, either at a regular meeting or at a meeting specifically called for that purpose. If a vacancy occurs in regional group representation, the regional group shall call a special meeting for the purpose of filling the vacant seat.

Section 7. Compensation of Officers.

The officers shall receive such salary or compensation as may be fixed by the board of directors.

Article VIII. Bills, Notes, Etc.

Section 1. Execution.

All bills payable, notes, checks, drafts, warrants or other negotiable instruments of the corporation shall be made in the name of the corporation and shall be signed by such officer or officers as the board of directors shall from time to time by resolution direct.

No officer or agent of the corporation, either single or jointly with others, shall have the power to make any bill payable, note, check draft, warrant or other negotiable instrument, or endorse the same in the name of the corporation or contract or cause to be contracted in debt or liability in the name and on behalf of the corporation except as herein expressly prescribed and provided.

The seal of the corporation shall be imprinted or embossed or a facsimile:

Vermont Information Technology Association for the Advancement of Learning

Incorporated Vermont

Article X. Fiscal Year.

Section 1. Fiscal Year.

The fiscal year of the corporation shall begin the first day of January in each year and end on the thirty-first day of December in each year.

Article XI. Waiver of Notice.

Section 1. Authority to Waive Notice.

Whenever under the provisions of these Bylaws or of any statute any member or director is entitled to notice of any regular or special meeting or of any action to be taken by the corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every member or director entitled to such notice in writing waives the requirements of the Bylaws in respect thereto.

Article XII. Funds and Donations

The corporation is hereby empowered to raise funds for its charitable purposes. The corporation shall keep accurate records, books, and other necessary documentation, in appropriate accounting form, of all grants, donations, bequests or other contributions to the corporation and shall report such contributions to the Internal Revenue Service as said Service may, from time to time, require. All books and records of the corporation may be inspected by any director, or his or her agent or attorney for any purpose, at any reasonable time.

Article XIII. Amendments

Section 1. Manner of Amending.

These Bylaws may be altered, amended repealed or added to by the affirmative vote of two-thirds (2/3) of the members entitled to vote the election of any director at any annual meeting or special meeting called for that purpose, provided that a written notice shall have been sent to each member of record entitled to vote at such meeting at the last known post office address at least ten (10) days before such annual or special meeting, which notice shall state the alterations, amendments, additions or changes which are proposed to be made in such Bylaws. Only such changes shall be made as have been specified in the notice. The Bylaws may also be altered, amended, repealed or new Bylaws may be adopted by a two-thirds (2/3) majority of the entire board of directors at a regular or special meeting of the board. However, any Bylaws adopted by the board may be altered, amended or repealed by the members.