New York State Educational Media/Technology Association By-Laws

 

Article I

Name and Affiliation

Section I: Name

The name of this organization shall be the New York State Educational Media/Technology Association (“EMTA” or the “Association”).

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Section II: Affiliation

EMTA may become affiliated with any other educational organization presented at any General Meeting or may become disaffiliated in the same manner.

 

Article II

Purpose

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EMTA's primary purpose is to support educational media/technology objectives within a program of activities such as the following:

1. To foster educational improvement through the integration of media/technology in the teaching/learning process;

2. To provide leadership in the effective implementation of statewide projects;

3. To promote the flow of information, ideas, and services among administrators, teachers and students;

4. To provide an organized forum for experimentation, research and development;

5. To provide leadership in the development and use of educational media/technology;

6. To cooperate in the enhancement of regional educational services;

7. To sponsor professional conferences and workshops on behalf of the membership;

8. To work cooperatively with similar state and national organizations in support of media/technology.

 

Article III

Membership

 

Section I: Membership Qualification

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1. BOCES/Non-Public/Big City Regional Media Center - membership shall be limited to persons employed in New York State with media/technology responsibilities in a BOCES media program or a non-public or Big City regional media center. Big City = Buffalo, Rochester, Syracuse, Yonkers, and New York City

2. Corporate Partner-  shall be open to representatives of commercial firms in the field of media/technology.
    

3. Honorary Membership - may be granted by majority vote of the Executive Board to retired individuals who have made outstanding contributions in the field of media/technology and have had BOCES or Big City responsibilities during their tenure in the media/technology field. Honorary Membership may also be extended to BOCES District Superintendents.
    

4. Associate Member - shall be limited to persons in a NYS institution/organization that provides educational media/technology services to patrons (e.g. K-12, colleges, museums, special libraries, PBS, etc). Such membership shall be approved by the Executive Board.

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Section II: Voting Organization Privileges

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The right to vote and hold office shall be reserved for BOCES/Non-Public/Big City Regional Media Center and Corporate members. Each BOCES/Non-Public/Big City Regional Media Center and Corporate Partner in good standing shall be entitled to one vote.

 

Section III: Member Benefits

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New York State Educational Media/Technology Projects (e.g. BOCES State Licensing Projects/Offers, NYS Media Cooperative) shall be offered only to BOCES/Non-Public Regional/Big City Media Center members.

 

Section IV: Dues

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Validation of membership shall require payment of annual dues as follows: 

1. Educational (BOCES/Non-Public/Big City) - $150.00

2. Corporate Partner - $200.00

3. Honorary members shall pay no dues.

4. Associate - $50.00

 

Section V: Participation

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Payment of dues shall provide memberships from July 1 to June 30 of the following year. Participation in the Association as a voting member shall be contingent upon payment of dues.

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Section VI: Meetings

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1. There shall be an annual meeting of the membership held each year held in conjunction with the Spring meeting of the Executive Board for the purpose of electing members of the Executive Board.

2. Notice of membership meetings shall state the place, date and hour of the meeting and, unless it is an annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting.  Notice of a special meeting shall also state the purpose or purposes for which the meeting is called.  A copy of the notice of any meeting shall be given, personally, by first class mail, or by facsimile or by electronic mail, to each member entitled to vote at such meeting not less than ten nor more than fifty days before the date of the meeting.  If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the member at his address as it appears on the record of members, or, if the member shall have filed with the Secretary a written request that notices be mailed to some other address, then directed to such other address.  If sent by facsimile or mailed electronically, such notice is given when directed to the member's fax number or electronic mail address as it appears on the record of members, or, to such fax number or other electronic mail address as filed with the Secretary.  Such delivery by electronic mail or facsimile shall not be deemed given if there are two consecutive notices of delivery failure or the association becomes aware that notice cannot be delivered to a member by electronic mail or facsimile.

3. Notice need not be given if a waiver of notice, provided by him or her before or after the meeting, in person or by proxy, or to any member who attends the meeting without protesting the lack of notice to him or her before or at the beginning of the meeting.  Such waiver may be written or electronic.  If written, the waiver must be executed by the member or the member's authorized officer, director, employee, or agent signing such waiver or causing his or her signature to be affixed to such waiver by any reasonable means including but not limited to facsimile signature.  If electronic, the transmission of waiver must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the member.

4. The greater of 10% of the membership or 10 members (or such greater number if required by law) present at a meeting shall constitute a quorum. 

 

Article IV

Executive Board

 

Section I: Composition and Purpose

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The Executive Board shall consist of the elected officers (President, President-Elect, Secretary and Treasurer), the Immediate Past President, whose institution is currently a member in good standing with the Association, one representative each from the Corporate Partner and Associate Memberships and eight (8) duly elected Members at Large. The Members at Large shall represent each of the eight recognized Regional Consortia (See Appendix I). The duties of the Executive Board shall be to conduct the business of the organization in accord with the policies, principles and directions of the Association as determined by the Executive Board.

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The Executive Board shall review and approve or correct the audited records submitted each year by the Treasurer and monitor the performance of EMTA officers and act to remove an officer, if necessary.

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Section II:  Meetings

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1. The Executive Board shall meet at least twice yearly. Additional special meetings may be called by the President or on request of one third of the members of the Executive Board. Notice of special meetings shall state the purpose of the meeting. 

2. The Executive Board and any committee may conduct business by means of conference telephone, video conference or similar communications equipment that allows all persons participating in the meeting to hear each other at the same time and to participate in all matters, including the ability to propose, object to and vote upon a specific action to be taken.  Participation by such means shall constitute presence in person at the meeting. Voting during a teleconference or video meeting shall be conducted by alphabetical roll call.

3. Notice of the time, date, location and agenda of each meeting shall be given personally, by mail, by facsimile telecommunications or by electronic mail, at least five days before regular meetings and at least two days before special meetings.  If sent by electronic mail or facsimile, such notice shall be deemed given when directed to the member's electronic mail address or facsimile number as it appears on the record of members, or to such other electronic mail address or facsimile number as filed with the Secretary.  Such delivery by electronic mail or facsimile shall not be deemed given if there are two consecutive notices of delivery failure or the association becomes aware that notice cannot be delivered to a member by electronic mail or facsimile.  Notice need not be given if a waiver of notice, provided by him or her before or after the meeting, or to any member who attends the meeting without protesting the lack of notice to him or her before or at the beginning of the meeting.  Such waiver may be written or electronic.  If written, the waiver must be executed by the member signing such waiver or causing his or her signature to be affixed to such waiver by any reasonable means including but not limited to facsimile signature.  If electronic, the transmission of waiver must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the member.

4. A majority of members present at a meeting of the Executive Board shall constitute a quorum.

5. The Executive Board or any committee thereof may act without a meeting if all members entitled to vote consent to the adoption of a resolution authorizing such action.  If written, the consent must be executed by the director by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means including, but not limited to facsimile signature.  If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the member.  All resolutions and consents shall be filed with the minutes of the Executive Board or the committee.

 

Article V

Officers

 

Section I:  Officers

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The officers of the Association shall be a President, President-Elect, Secretary and Treasurer.

 

Section II: Nominations

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A Nominating Committee, chaired by the Immediate Past President, shall make its report at the Spring Meeting. Nominations may be made from the floor at this session. All nominations shall require the consent of the nominee.

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Section III: Elections

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The candidate for each office receiving the highest number of votes cast shall be declared elected.  Officers shall assume their duties on July 1st, immediately following the election and shall be introduced to the membership under their new titles at the first following General Membership Meeting.

 

Section IV: Term of Office

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The term of office for all elected officers shall be as follows:

1. President and President-elect serve one year terms.

2. Secretary and Treasurer serve two year terms.

 

Section V: Duties of the Officers

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1. President

   1. Preside at all meetings of the Association and of the Executive Board.

   2. Appoint, with the advice and consent of the Executive Board, Chairpersons of Standing Committees, Ad Hoc and Special Committees and representatives to other organizations as required during the tenure of office. Nothing herein contained shall be construed as preventing the President from making interim appointments without the advice and consent of the Executive Board in case of emergency. Such appointments shall become final when approved by the Executive Board.

   3. Appoint, with the advice and consent of the Executive Board, such delegates to represent the Association at national and regional meetings.

   4. Carry out the directives of the Association and the Executive Board.

   5. Call meetings of the Executive Board and such special meetings of the Association or of its committees as shall be necessary for the proper conduct of business.

   6. Appoint a parliamentarian to serve at meetings.

   7. Appoint, with the advice and consent of the Executive Board, such vacancies as may occur in elective offices for the unexpired portion of the term of office of the position vacant.

   8. Facilitate the fall conference if held, or fall meeting.

   9. Represent the organization in any official capacity, as needed.

   10. Evaluate continuously the duties of all officers and committees.
        

2. President-Elect

   1. Preside at any meetings at which the President is not present.

   2. Carry out the needed procedures for any Constitutional and/or By-Laws changes.

   3. Succeed the President in the event that a vacancy occurs in the Office of President and complete the unexpired portion of the President's term.

   4. Assist the President in the performance of his duties upon request.

   5. Act as Chairperson of the Program Committee to plan and facilitate the spring conference and plan the following fall conference if held.
       

3. Secretary

   1. Keep careful minutes of all General and Executive Board meetings and distribute copies to all members of the respective committees and the Historian.

   2. Receive and file copies of the minutes of all committee meetings and other important records. The minutes and records shall be deposited with the Historian at the end of the secretary's term of office.

   3. Carry on such correspondence as the President or Executive Board may order.

   4. Maintain a complete file of such correspondence which shall be deposited with the Historian at the end of the Secretary's term of office.
       

4. Treasurer

1. Shall be bonded. The amount of the bond is to be determined by the Executive Board.

2. Be responsible for the maintenance of accurate records of membership and the validation of any individual's rights to vote at any regular or special meeting of the Association.

3. Receive and disburse all monies on behalf of the Association and keep careful records thereof. Such records shall be turned over to the next treasurer at the end of his/her term of office.

4. Carry out directives the Executive Board may order.

5. Deposit all monies in a recognized bank.

6. Report to the Executive Board at each of their regular meetings the current financial status of the Association.

7. An outside audit shall occur at the end of a treasurer's term. The Executive Board shall determine a date for the audit of the financial records of the Association and shall either select or approve the selection of an outside accountant for this purpose at the end of a treasurer's term.

8. An internal Audit Committee of at least three members appointed by the President shall audit the treasurer's books annually.  Members of such Audit Committee shall be “independent directors” as that term is defined in Article 7 of the New York Not-for-Profit Corporation Law.  Such audit shall occur at least once annually and shall occur on each transfer of the records from one person to another.
    

1. Immediate Past President

   1. Serve as Historian.

   2. Be Responsible for Records Retention: All records, both paper and electronic should be maintained according to the Records Retention and Disposition Guidelines prepared by the Collaborative Electronic Records Project for use by non-profit organizations. Records that are no longer necessary should be purged annually by the officer in charge of them. The President will maintain an electronic record of documents that will be transferred to each succeeding President

   3. Member of Executive Board.

   4. Chairperson of the Nominating Committee.

 

Section VI: Vacancies

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Should any elected office become vacant, the President, with the approval of the Executive Board, shall appoint a member of the Association to fill the unexpired term. In the event of an emergency, the presiding officer may appoint an interim officer from the Association pending approval of the Executive Board. If a vacancy occurs in the case of a President-Elect, a special election will be held.

 

Article VI

Conflicts of Interest and Related Party Transactions

 

A conflict of interest exists when a matter to be acted upon by the Executive Board confers, is perceived to confer, or has the potential to confer a direct, substantial financial benefit to any director or officer of the Executive Board, key person, or for-profit business or nonprofit organization from which such a director or such director’s family member has an ownership interest, derives an income, or has authority in governance.

 

1. Definitions

 

• Affiliate

Any entity controlled by or in control of EMTA.

 

1. Director

   1. Any member of the Executive Board.

 

1. Key Person

Any person, other than a Director or officer, whether or not an employee, who:

1. Has responsibilities, or exercises powers or influence over the affairs of the Corporation as a whole similar to the responsibilities, powers, or influence of Directors and officers, or

2. Manages the Corporation, or a segment of the Corporation that represents a substantial portion of the activities, assets, income or expenses of the Corporation, or

3. Alone or with others controls or determines a substantial portion of the Corporation’s capital expenditures or operating budget.

 

1. Officer

Any individual holding an office of EMTA.

 

1. Relative

A “relative” of an individual means his or her spouse, domestic partner, ancestors, brothers and sisters (whether whole or half-blood), children (whether natural or adopted), grandchildren, great-grandchildren, and spouses or domestic partners of brothers, sisters, children, grandchildren and/or great-grandchildren.

 

1. Related Party

A “related party” means (i) any director, officer or key person of the Corporation, or any affiliate; (ii) any relative of any director, officer or key person of the Corporation, or any affiliate; or (iii) any entity in which any individual described in clauses (1) and (ii) herein has a thirty-five percent (35%) or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent (5%).

 

1. Related Party Transaction

A "related party transaction" means any transaction, agreement or other arrangement in which a related party has a financial interest and in which EMTA, or any affiliate, is a participant.  The assessment of, and any determination concerning, any related party transaction, must be considered in strict compliance with the adopted policies and procedures of EMTA.

 

1. Disclosures

 

1. General Disclosure

Prior to initial election, or upon hiring, as appropriate, and annually thereafter, each director, officer and key person shall be required to complete, sign and submit to the Secretary, or an authorized designee, as appropriate, a written statement identifying, to the best of the such person's knowledge, any entity of which he/she is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which EMTA has a relationship, and any transaction in which EMTA is a participant, and in which the such person might have a conflicting interest, as well as those where a “relative” of such person might have a conflicting interest.  The Secretary shall provide a copy of all completed disclosure statements to the Chair and a copy of each disclosure statement shall be available to all directors.

 

1. Case Specific Disclosure

If at any time during his or her term of service, a director, officer or key person acquires an interest, or circumstances otherwise arise, which could give rise to a real or potential related party transaction, or any other conflicted matter, he or she shall promptly disclose, in good-faith the material facts concerning such interest, to the entire Executive Board.

 

1. Review of Conflicts

 

The Executive Board shall thoroughly review any real or potential related party transaction, or matter which might be considered to constitute a conflict of interest for a particular “related party,” and consider whether or not it should be approved in accordance with this Section 9.

 

1. Authorization of Related Party Transactions

 

1. Related Party Transactions

EMTA shall not enter into any related party transaction, or any other conflicted matter, unless such a transaction or matter is determined by the Executive Board to be “fair, reasonable and in the Corporation's best interest” at the time of such determination.

 

1. Authorization of Transactions Concerning Substantial Financial Interest

With respect to any related party transaction or other conflicted matter, in which a related party has a substantial financial interest, the Executive Board shall:

1. Prior to entering into such transaction or matter, consider alternative transactions to the extent practical;

2. Approve the transaction by not less than a majority vote of the directors present at the meeting duly convened; and

3. Contemporaneously document the basis for approval by the Executive Board, to be attached to the minutes of any meeting where the transaction or matter was deliberated or authorized that identifies the details of the transaction or matter; alternate transactions considered; materials or other information reviewed; the directors present; names of those who voted in favor, opposed, abstained or were absent; and, the specific action authorized.

 

1. Restrictions

With respect to any related party transaction, or any other conflicted matter considered by the Executive Board, no related party shall:

1. Be present at, or participate in, any deliberations;

2. Attempt to influence deliberations; and/or

3. Cast a vote on the matter.

 

Nothing herein shall prohibit the Executive Board from requesting that a related party present information concerning a related party transaction, or any other conflicted matter, at an Executive Board meeting prior to the commencement of deliberations or voting relating thereto.

 

 

Article VII

Indemnification and Insurance

 

Section I:  Indemnification

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EMTA may, to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures of the New York Not-for-Profit Corporation Law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she, his or her testator or intestate was a director, officer, committee member, employee or agent of EMTA, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees.  Notwithstanding anything to the contrary in this Article, EMTA shall not provide any indemnification for any liability or expense of any such person if providing such indemnification would constitute “self-dealing” under applicable provisions of the United States Internal Revenue Code of 1986 and regulations promulgated there under, as such law or regulations may be amended from time to time, or if such person had not acted in good faith for a purpose which he or she reasonably believed would be in the best interest of EMTA.

 

Section II:  Insurance

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EMTA may purchase Directors and Officers liability insurance.  To the extent permitted by law, such insurance, if purchased, shall insure EMTA for any obligation it incurs as a result of this Article, or operation of law, and it may insure directly the directors, officers, employees or volunteers of EMTA for liabilities against which they are not entitled to indemnification under this Article, as well as for liabilities against which they are entitled or permitted to be indemnified by EMTA.

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Article VIII

Amendments

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These bylaws may be amended by a two-thirds vote of those members present at a general membership meeting, after consideration by the Executive Board and after written notice to the membership at least 30 days prior to the general membership meeting.

 

Article IX

Financial Limitation of Members

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No portion of the funds of the organization shall be used for the personal benefit of an individual member or group of members except for reasonable compensation for services rendered by the Association.  All services must be approved by the Executive Board.

 

Article X

Rules of Order

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Robert's "Rules of Order-Revised" shall be the basis for the official proceedings of the Association.

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Article XI

Dissolution

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In the event that a majority of the membership determines to dissolve this Association, all assets, financial or otherwise, shall be distributed to one or more exempt organizations with exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding Section of any future tax code, or shall be distributed to the government for a public purpose.

 

Appendix 1 - Regions

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Capital, Central, Great Western, Long Island, Lower Hudson, Mid-West, North Country, and South