By-Laws

VITA-Learn By-Laws

Article I. Name

The name of the corporation is Vermont Information Technology Association for the Advancement of Learning, Inc. also known as VITA-Learn.


Article II. Purpose

Section 1.

The corporation is a public benefit corporation.  The mission of the corporation is to promote and encourage the use of information technology to meet Vermont’s educational goals and standards.

Section 2.

The corporation is organized solely and exclusively for charitable purposes and the corporation shall not carry on any activities not permitted to be carded on by a corporation exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).


Article III. Registered Agent

The corporation’s main office will serve as the registered agent for purposes of filing requirements with the Secretary of States Office.


Article IV. Membership

The organization shall be a member organization. No person shall be admitted as a member without his or her consent. All members shall have the same rights and obligations with respect to voting, dissolution, redemption, transfer, and other matters as set forth in the articles or bylaws.

Section 1. Admission

Members shall be a person with an identifiable interest in information technology and the Vermont education system.  Membership will be established by members completing a membership form.

Section 2. Transfers

No member may transfer a membership or any right arising therefrom.

Section 3. Member’s liability

The sum total of a member’s liability to the corporation is limited to the annual dues, assessments, or fees. These are set by the corporation annually.  In the event no action is taken by the board to change the membership policies, the same member policies and fees will carry forward from the previous year.  Members of VITA-Learn can not be held personally liable for the acts, debts, liabilities, or obligations of the corporation.

Section 4. Termination; expulsion and suspension

Membership is voluntary and by mutual agreement of both VITA-Learn and the member. If either party elects to terminate the membership, they may do so at any time. In the event of a dispute, total liability of both parties is limited to the annual membership dues.

Section 5. Delegates

All members are invited to the annual meeting each year.


Article V. Annual Meeting and Special Meeting

Section 1.

The annual meeting of the corporation, for the purpose of electing directors and officers and the transaction of any other business as may properly come before it, shall be held at-the annual statewide technology conference, currently called Vermont Fest, or shall be held at such place and time within the state of Vermont as shall be set forth in the notice of the meeting.

Section 2.

Special meetings may be called by the board or by at least five percent of the voting power with a written demand, signed and dated with a description of the purpose meeting, delivered to any corporate officer.

Section 3.

At any special meeting, a quorum consists of a majority of directors in office immediately before the meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors


Article VI. Directors and Officers

Section 1.

The corporation shall be governed by a board of directors consisting of not more than eleven (11) representatives. The board shall consist of one (1) representative from each of Vermont’s five (5) regions, including the Central, Northeast, Northwest, Southeast, and Southwest, as established by the Vermont Superintendents’ Association. The remaining directors should include a diverse representation from, but not limited to, higher education, state government, telecommunications and technology based organizations. Whenever possible, at least one board member should be a Vermont Department of Education representative.

As prescribed by 11B VSA Section 8.03, at no time shall the number of directors be less than three (3).

Directors shall be individuals and must reside in the state of Vermont or be a person with an identifiable interest in information technology and the Vermont education system.

Section 2.

All At-Large directors shall be elected at the annual meeting. Each regional representative shall be elected by a representation of the regions prior to the Annual Meeting. A director’s term of office shall be two years, with terms of one-half of the board expiring on December 31 immediately following the annual meeting.

Directors will be elected for no more than three (3) consecutive terms, with a total term not to exceed six (6) consecutive years.

Due to the major changes in board structure that were mandated this article,  it is the intent that the terms of board directors be in compliance by the annual meeting 2012.

Section 3.

A director may resign at any time by delivering written notice to the president of the board or to the Executive Director or, in the absence of an Executive Director, to the Treasurer.  A resignation is effective when the notice is received unless the notice specifies a later effective date. No acceptance of a resignation by the board is required. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.

Section 4.

A director or officer may be removed by a majority of the board for any of the following reasons:

– the director or officer engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation;

– the director or officer is absent from 3 consecutive regularly scheduled board meetings

Section 5.

If a vacancy occurs on the board of directors, the board may fill the vacancy by a vote of the majority of sitting directors. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by an appointed director, then the agency, business, organization, or group who appointed the director may fill the vacancy.

Section 6.

Directors shall be compensated for expenses incurred in the course of travel for meeting or business done on behalf of the organization.

Section 7.

(Note: Replaced with conflict of interest policy as recommended by Internal Revenue Service Form 1023.)

Section 8.

The responsibilities of the board will include: vision and planning, development of policy, funding leadership, financial oversight, self-assessment, planning and implementing public relations.


Article VII. Regular Meetings

Section 1.

The board shall fix the time and place of directors’ meetings and all other meetings are special meetings. All regular or special meetings of the board of the corporation shall be held within the State of Vermont.

Section 2.

The board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication, including conference telephone call, by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this method is deemed to be present in person at the meeting.

Section 3.

No notice is required of any regular meeting of the board. Special meetings of the board must be preceded by at least two (2) business days’ notice, either in person, by electronic mail, or by United States postal mail and addressed to director’s last known address, to each director of the date, time, and place of the meeting and the purpose of said meeting.

Section 4.

At any regular meeting, a quorum consists of a majority of directors in office immediately before the meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors.


Article VIII. Committees and Task Forces of the Board

Section 1.

The board of the corporation may create one or more committees and/or Task Force and appoint said members. Each committee and/or Task Force shall have no less than three (3) members, who serve at the pleasure of the board of directors.

Section 2.

The creation of committees and/or Task Forces and appointment of members to said committees and/or Task Forces must be approved by the majority of all directors in office when the action is taken.

Section 3.

All rules and requirements that govern the action of the board of directors will apply to committees and/or Task Forces of the board of directors as well.

Section 4.

A committee and/or Task Forces of the board may not authorize distributions, approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation’s assets, elect, appoint or remove directors or fill vacancies on the board or on any of its committees and/or Task Forces, or adopt, amend, or repeal the articles of associations or bylaws.


Article IX. General Standards for directors of the board

A director shall discharge his or her duties as director, including the director’s duties as a member of a committee in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by one or more officers or employee of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence or a committee of the board of directors of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.


Article X. Director conflict of interest

The board shall adopt a conflict of interest policy as described by Internal revenue Service regulations for 501(c)(3) corporations.


Article XI. Officers

The board of the corporation shall have a president, a vice-president, a secretary, and a treasurer. Officers will be elected for a term of one year, beginning and ending at the annual meeting.  The same person may simultaneously hold more than one office, except that a Person may not simultaneously hold the office of president and secretary. An officer may not act on behalf of the board, or represent the board as a whole, without approval of the majority of the board.

Section 1.

The President shall ensure the effective action of the board in governing and supporting the corporation. The President shall work with the appropriate staff to develop agendas for meetings and shall preside at all regular and special meetings of the board unless unable to do so. The President shall act as the representative of the board as a whole, rather than as an individual supervisor to staff.

Section 2.

The Vice-President shall act as the President in the President’s absence and shall assist the President on matters pertaining to the board.

Section 3.

The Secretary shall ensure accurate records, including notices and Minutes of all meetings. The Secretary shall maintain current records on all directors, including contact information.

Section 4.

The Treasurer shall manage the board’s review of, and action related to, the board’s financial responsibilities. The Treasurer shall work with the staff to ensure appropriate financial procedures and systems are in place, including appropriate reports to the board.


Article XII. Dissolution of corporation

Dissolution of corporation shall be in accordance with 11B, Chapter 14 of the Vermont Statutes.


Article XIII. Amendments

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the board of directors at any regular or special meeting of the board; provided, however, that the number of directors shall not be increased or decreased nor shall the provisions of Article 4, concerning the members, be substantially altered without the approval of two-thirds of the membership present at the annual meeting.  11B V.S.A. § 2.06.


Article XIV. Books and Records

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having and exercising any of the authority of the board of directors, and shall keep a record giving the names and addresses of the members entitled to vote. All books and records of the corporation shall be in the safekeeping of the secretary, and may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.