Mission Statement:
Index of Bylaws:
Article I - Name and Registered OfficeSection 1The name of this non-profit Michigan corporation is Educational Technology Organization of Michigan (ETOM). Section 2The address of the registered office of this corporation is: c/o Ronda Edwards, MCCA, 222 N. Chestnut Street, Lansing, MI 48933-1000 Article II - PurposeSection 1The mission of ETOM is to serve its members by promoting, providing resources and enhancing the development, implementation, delivery and leadership of educational technology-related learning initiatives. Section 2The Educational Teleconsortium of Michigan was established in December of 1980 by a consortium of Michigan colleges to promote, provide and enhance the development, implementation, management and delivery of distance education services in Michigan higher education systems. It is a non-profit, tax exempt corporation dedicated to the use of instructional technology. Article III - MembershipSection 1The membership shall be comprised of the chartering institutions and such other interested public and private accredited higher education institutions and individuals as apply and are accepted by vote of the Executive Board. The chartering institutions are:
Section 2Each member institution shall be allowed one institutional member representative to the ETOM Board of Directors. Faculty and staff from member institution may take advantage of all the benefits of the institution membership. Section 3Each member institution is entitled to one vote and shall appoint one voting representative. The vote may be offered either in person, by designated agent, or by proxy. Only the voting representative may serve on the Executive Board or hold office. Section 4Members in good standing are those institutions and individuals which have paid dues by December 31st of the year in which billed and are not in arrears for any other charges. Member institutions which are not in good standing may not serve on the Executive Board or hold office and may forfeit all rights and privileges. Section 5Acceptance of new member institutions shall be accomplished by application to the Executive Board and that Board's majority vote of acceptance. Section 6Individual memberships are explicitly for persons from non-member institutions shall be accepted upon application to the Executive Board and that Board's majority vote of acceptance. Section 7The Michigan Community College Virtual Learning Collaborative (MCCVLC) is afforded non-dues paying full membership to accommodate their representation on the Executive Board.Section 8From time to time the Executive Board may grant life-time, non-dues paying emeritus membership to honor certain individuals. Emeritus membership may only be granted unpon unanimous vote of the Executive Board.Section 9It is the policy of this consortium that no person shall be discriminated against, excluded from participation, or denied benefits, on the basis of race, color, religion, national origin or ancestry, age, sex, sexual preference, marital status or handicap. Article IV - DuesSection 1Membership dues and fees shall be recommended by the Executive Board and shall be approved by the general membership at the annual business meeting. Article V - BoardsBoard of DirectorsSection 1The Board of Directors shall be comprised of the voting representatives of the member institutions and shall perform all functions normally performed by the Board of Directors of a corporation, including, but not by way of limitation, establishment of general policies, direction of activities, final decision, approval and adoption of the annual report and budget, adoption and amendment of bylaws, as recommended by the Executive Board, except as specifically assigned to the Executive Board. Executive BoardSection 1The Executive Board shall consist of seven (7) members elected for three (3) year terms by a majority vote of the Board of Directors at the annual business meeting and one (1) designated representative of the Michigan Community College Virtual Learning Collaborative (MCCVLC). Two or three trustees shall be elected at each annual business meeting, depending upon the number of elected trustees who have completed their three-year terms of service, or the necessity to fill any vacancies. The Executive Board shall consist of a President, President Elect, Secretary, Treasurer, three Trustees and the designated MCCVLC representative. At its first meeting, the Executive Board shall elect its officers from the trustees/representatives. Section 2The Executive Board shall handle all business matters that cannot be timely addressed at the annual business or other general membership meetings. The Board shall report its activities regularly to the membership. All Board meetings shall be open to the institutional membership representatives. The Board shall have the authority to hire, supervise, and discharge its employees or contractors. The Board has the sole responsibility for the acquisition, arrangement, and disposal of its real estate, property and other goods or services. Article VI - OfficersSection 1The officers of the Board shall be a President, a President Elect, a Secretary and a Treasurer. Section 2All Trustees shall be elected at the annual business meeting to serve a term of three years of service on the Executive Board. Section 3The terms of service for each elected office shall be:
Section 4In the event of a vacancy on the Executive Board, the remaining members of the Board shall appoint an individual to fill the vacancy until the next annual business meeting of the Board of Directors. Article VII - DutiesSection 1Duties of Officers
Section 2RecallA petition for recall of any Executive Board member must be signed by fifty percent of the Board of Directors and must state the specific reasons for the petition. The petition will be presented to the Executive Board. The Executive Board will bring the matter to the membership for discussion at a special meeting of the membership within 30 days of receiving the petition. Recall shall occur on a 2/3 vote of the Board of Directors. Article VIII - MeetingsSection 1The date and location of the annual business meeting shall be determined by the Executive Board. Notice shall be given to the members at least thirty (30) days prior to the meeting. Section 2Special membership meetings of the Board if Directors may be called by the Executive Board with ten-day written notifications to all members. Section 3The Executive Board will normally meet on a regular scheduled basis. Section 4Executive Board members are required to attend all regularly scheduled Board meetings. Unexcused absences which exceed fifty percent of the scheduled meetings within one year shall constitute an automatic resignation. Article IX - CommitteesSection 1The Nominating Committee shall present Executive Board Trustee nominations to the membership, one month prior to the annual business meeting. Voting will begin electronically two weeks prior to the business meeting. Any representative nominated to the Executive Board must be willing to serve. The Nominating Committee shall function as tellers and report back to the annual business meeting. Section 2Standing or special committees shall be appointed by the President, as the membership or Executive Board shall deem necessary to carry on the work of the Consortium. The President, or his/her designee, shall be an ex-officio member of all committees and focus groups. Section 3Appointments shall be at the pleasure of the Executive Board. Section 4No committee, or individual, shall function on behalf of the consortium without direction from the Executive Board. Section 5Ad hoc committees shall be formed for specific reasons by the President with the consensus of the Executive Board. Such committees function until dissolved by the Board or the task at hand is accomplished. Section 6Reports shall be made to the Board upon demand, and in writing where applicable. Section 7Personal or committee expenses beyond committee allocations within the budget shall not be reimbursable unless authorized by the Board, indicating items and amount to be reimbursed. Article X - Focus GroupsSection 1Focus groups on topics of special interest shall be created upon approval of the Executive BoardSection 2Focus groups will facilitate the process of sharing and networking between professionals from numerous academic institutions, who possess similar expertise. Section 3Each focus group shall elect a chair person who will report to the Executive Board. Article XI - Parliamentary ProcedureSection 1A simplified parliamentary procedure, preferably Robert's Rules of Order, shall govern all procedure. Section 2A quorum shall be the majority of voting members present. Article XII - AmendmentsSection 1Any motion to amend these Bylaws shall be made in writing and presented to the Board in such sufficient time that the proposed amendment(s) shall be included in the notification of the annual business meeting mailed to all members thirty (30) days prior to the annual business meeting. Section 2Amendments must receive a 2/3 majority of those voting for passage. Section 3All members must be informed of any changes adopted into these Bylaws. Article XIII - FinancialSection 1The fiscal year of the corporation shall end on the 31st day of January. Section 2The assigned CPA shall recommend to the Board an audit of the financial records of the association as needed. Section 3The Executive Board is empowered to make all financial decisions on behalf of the consortium and its members. Article XIV - Capital Stock And Corporate SealSection 1The corporation shall have no capital stock. Section 2The corporation shall have no corporate seal unless the Executive Board later determines that it is advisable. Article XV - IndemnificationSection 1The corporation shall indemnify any member who was or is a party or is threatened to be made a party to any reason of the fact that he/she is or was a member of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney fees), judgments, fines and amounts pain in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the fullest extent permitted by law. The foregoing rights of indemnification shall not be exclusive of any rights to which any person may otherwise be entitled as a matter of law. Article XVI - Conflict Of InterestSection 1If a Board of Director member or member of the Executive Board is related in any way to any firm or organization with which the corporation may do or consider doing business, that relationship shall be disclosed by the member to the Executive Board. If his/her business or other relationship may be involved in a financial transaction, he/she shall abstain from voting upon and discussing any motion or resolution of the Board of Directors or Executive Board relating thereto. Article XVII - Compliance With Internal RevenueSection 1Notwithstanding any other provision of these Bylaws, no member, officer, employee, member of the Board of Directors or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under section 170 (c) (3) of such Code and Regulations as they now exist or as they may be hereafter be amended. Approved - May 15, 2008 |
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