ARTICLE I. Organization

Section 1. Name, Mission, Location and Fiscal Year

1.1 Name. As set forth in the Articles of Organization, the name shall be Maine Educational Technology Directors Association (METDA).

1.2 Mission.
Our mission is to provide consultation and advocate for policies, practices, and funding for historical, current, and cutting edge technology within all aspects of teaching, learning, and professional productivity for Maine PK-12 education.

1.3 Location. The principal office of the consortium shall be located at xxx. The Executive Board may change the location of the principal office of the organization and may, from time to time, designate other offices within the State of Maine as the business of the organization may require.

1.4 Fiscal Year. The fiscal year shall, unless otherwise decided by the directors, end on the 30th day of June in each year.

Section 2. Membership

2.1 Membership. Membership shall be open to current public and private school technology administrators in Maine as determined by the public-facing Department of Education database (currently NEO).

2.2 Annual Dues. The founding board initially and the directors thereafter shall establish the dues requirement necessary to become a member of the organization. Each year at their annual meeting, the directors shall announce the amount of the annual dues.

2.3 Duration. Membership shall be for a period of one year from date of dues payment.

2.4 Types of membership.
a) Active – full voting membership
b) Non-voting - non-voting membership
c) The Board of Directors will, at the discretion of the Board, add membership types as appropriate.

2.5 Non-discrimination. METDA does not discriminate on the basis of race, color, national origin, sex, disability, or age.

2.6 Membership Privileges. Active members may attend meetings, hold office, vote, and participate in organizational activities. Non-voting members may attend meetings, and participate in organizational activities.

2.7 Suspension or Removal. A member may be suspended or removed with or without cause by a majority vote of the Board of Directors. A member may be removed for cause only after reasonable notice and opportunity to be heard.

2.8 Friends of the Organization. The Board of Directors may designate certain persons or groups to serve in an advisory capacity. They shall have no right to vote at any meeting nor be considered for the purposes of establishing a quorum.

Section 3. Meetings

3.1 Annual Meeting. There will be one annual meeting of the members for the purpose of governance of the organization. The date, time, and location shall be determined by the Board of Directors. Notice of the annual meeting shall be given at least 6 weeks in advance.

3.2 Regular Meetings. Regular meetings of the organization shall be held once per month; the time and place shall be determined by the Board of Directors. The purpose of such meetings will be identified by the needs of the membership.

3.3 Special Meetings. Reasonable notice of the time and place of special meetings shall be given to each member.

3.4 Quorum. At the annual meeting, the presence of two-thirds of the board members constitutes a quorum.

3.5 Action by vote. Each member shall have one vote when a quorum is present at any general membership meeting. The Board of Directors is authorized to call for an electronic proxy vote of the membership.

ARTICLE II. Governance

Section 1. Board of Directors

1.1 Officers. Officers will include: President, Vice President, Secretary, Treasurer and Public Affairs Officer
1.1.1 the current president may choose to invite immediate past president to serve on the board in an advisory capacity to the president and to the board for a two-year term concurrent with the president. This is a non-voting role.

1.2 Members. In addition to the officers, there shall be up to eleven members and together with the Officers, shall constitute the Board. Effort will be made to secure representation on the board from all regions of the state.

1.3 Terms. The Directors and Officers shall be elected by the members for term of one year. The Officers shall be elected in alternating years from the Directors. The term of office of all Officers and Directors shall start on July 1st.

1.4 Responsibilities. The Board of Directors shall have general management of the organization. Responsibilities include, but are not limited to the following:
a) conduct routine business
b) establish policies
c) create and dissolve committees
d) fill vacancies
e) uphold bylaws

1.5 Committees. Each member of the board will serve on one of the standing committees.

1.6 Meetings. The Board of Directors shall meet regularly and meetings shall be scheduled and announced by the President. Special meetings of the Board of Directors may be called by the President at any time; and he/she must, upon the written request of any member of the Board, call a special meeting to be held not more than ten (10) days after the date of such request.

1.7 Quorum. At any meeting of the Board of Directors, the presence of two-thirds majority of the board 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 future time.

1.8 Electronic Meetings. Members of the Board of Directors and members of any committee designated by the Board may participate in a meeting of such board or committee by means of a conference telephone, video conferencing technology, or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in such a manner shall constitute presence in person at such meeting. Such meetings may be partially or wholly "virtual" meetings.

1.9 Voting. At all meetings of the Board, each member shall have one vote. Electronic polling may be conducted if warranted.

Section 2. Officers

2.1 The President shall preside at all meetings of the Organization and of the Board of Directors and shall perform all other duties pertaining to the office. He/she shall be ex-officio, a member of all committees except the nominating committee.

2.2 The Vice President shall act as an aide to the President and shall perform the duties of the President in that person's absence.

2.3 Secretary shall keep official records, including minutes of annual and Board meetings. If the secretary is absent from any meeting a temporary secretary at the meeting shall exercise the duties of the secretary at that meeting.

2.5 Treasurer is the chief financial officer of the organization and is responsible for financial affairs, and shall keep full and accurate records thereof.

2.6 Suspension or Removal. An Officer may be suspended or removed by the vote of the Board of Directors. An Officer may be removed with cause only after reasonable notice and opportunity to be heard.

2.7 Resignation. An Officer may resign by delivering written resignation to any officer. Such resignation shall be effective upon receipt unless specified to be effective another time. An acceptance thereof shall not be necessary to make it effective.

2.8 Vacancies. If any Office becomes vacant, the Directors may elect a successor. Each such successor shall hold office for the unexpired term.

Section 3. Committees

3.1 Standing Committees. There shall be standing committees appointed by the Board of Directors. Each committee member shall serve a one year term to coincide with that of the school year. A member of the Board shall serve as a liaison between the standing committee and the Board of Directors.

3.2 Ad Hoc Committees. Ad Hoc committees may be appointed by the Board of Directors for such purposes as circumstances may warrant. Each committee shall limit its activities to the accomplishment of the purpose for which it was created.

Section 4. Execution of Papers

All legally binding documents accepted or endorsed by the Board of Directors must be signed by the President and Treasurer.

Section 5. Personal Liability

The members, Directors and Officers of the organization shall not be personally liable for any debt, liability, or obligation of the organization. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the organization may look only to the funds and property of the organization for the payment of any such contract or claim, or the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the organization.

Section 6. Amendments

These bylaws may be altered, amended, or repealed in whole or in part by a vote of 2/3 of the Board of Directors. Except with respect to any provision thereof which by law, the Articles of Organization or these bylaws requires action by the members. Not later than the time of giving notice of the meeting of members next following the making, amending, or repealing by the Directors of any bylaws, notice thereof stating the substance of such change shall be given to all members. The members may alter, amend, or repeal any bylaws adopted by the Directors or otherwise adopt, alter, amend or repeal any provision which by law, the Articles of Organization or these bylaws requires action by the members.

Section 7. Dissolution

In the event of dissolution, all assets will be donated to a non-profit organization selected and voted by the majority of the Board of Directors. Upon the dissolution of this organization, assets shall be distributed for one of more exempt purposed within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any future Federal tax code, or shall be distributed to the Federal Government, or to a state or local government for a public purpose. An act of dissolution must meet the same requirements as for passage of an amendment

© 2016 Maine Educational Technology Directors Association.