Index:
- Name and Registered Office
- Purpose
- Membership
- Dues
- Boards
- Officers
- Duties
- Meetings
- Committees
- Focus Groups
- Parliamentary Procedure
- Amendments
- Financial
- Capital Stock and Corporate Seal
- Indemnification
- Conflict of Interest
- Compliance with Internal Revenue
Article I – Name and Registered Office
Section 1
The name of this non-profit Michigan corporation is:
Educational Technology Organization of Michigan (ETOM).
Section 2
The address of the registered office of this corporation is:
ETOM
c/o Grand Rapids Community College
ATTN: Garry Brand
143 Bostwick NE
Grand Rapids, MI 49503
Article II – Purpose
Section 1
The 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 2
The Educational Technology Organization 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 – Membership
Section 1
The 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:
- Grand Rapids Community College
- Henry Ford Community College
- Jackson Community College
- Kalamazoo Valley Community College
- Kellogg Community College
- Lansing Community College
- Macomb Community College
- Mott Community College
- Muskegon Community College
- Northwestern Michigan College
- Oakland Community College
- Schoolcraft College
- Washtenaw Community College
Section 2
Each member institution shall be allowed one institutional member representative to the ETOM Board of Directors.
Faculty and staff from member institutions may take advantage of all the benefits of the institution membership.
Section 3
Each 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 4
Members 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 5
Acceptance of new member institutions shall be accomplished by application to the Executive Board and that Board’s majority vote of acceptance.
Section 6
Individual memberships are explicitly for persons from non-member institutions. Applications shall be submitted to the Executive Board and may be approved by a majority vote.
Section 7
Michigan Colleges Online (MCO) is afforded non-dues paying full membership to accommodate their non-voting representation on the Executive Board.
Section 8
From 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 upon unanimous vote of the Executive Board.
Section 9
It 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 disability.
Article IV – Dues
Section 1
Any changes to membership dues and fees must be recommended by the Executive Board and shall be approved by the general membership at the annual business meeting.
Article V – Boards
Board of Directors
Section 1
The 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 Board
Section 1
The 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 , the Executive Director of ETOM, and one (1) designated representative of Michigan Colleges Online. 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 Executive Director of ETOM and MCO. At its first meeting, the Executive Board shall elect its officers from the Trustees.
Section 2
The 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 – Officers
Section 1
The officers of the Board shall be a President, a Secretary and a Treasurer.
Section 2
All Trustees shall be elected at the annual business meeting to serve a term of three years of service on the Executive Board.
Section 3
The terms of service for each elected office shall be:
- President One (1) year
- President-Elect One (1) year
- Secretary One (1) year
- Treasurer One (1) year
- Trustee Three (3) years
- Trustee Three (3) years
- Trustee Three (3) years
The terms of service for each non-elected office shall be:
- MCO Representative – Continuous
- Executive Director of ETOM – Continuous
Section 4
In 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 – Duties
Section 1
Duties of Officers
- President
The President shall chair all regular and special meetings of both Boards. The President, with consensus of the Executive Board, shall appoint all committee chairs. The President will become an ex-officio board member for one year following the expiration of the term of office, should the elected period of the Board service be expired. - President Elect
The President Elect shall be the Executive Board Liaison on conference and business meeting planning committees when no other Executive Board member is seated on these committees. The President Elect shall chair Board meetings in the absence of the President. - Secretary
The Secretary shall be responsible for recording and maintaining the minutes of all meetings. - Treasurer
The Treasurer shall prepare an annual budget and work in concert with the ETOM Business Manager who receives and disburses all association funds. - Executive Director
The Executive Director shall be hired by the Executive Board to assume responsibility for all business affairs related to the maintenance of the consortium.
Section 2
Recall
A 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 – Meetings
Section 1
The 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 2
Special membership meetings of the Board if Directors may be called by the Executive Board with ten-day written notifications to all members.
Section 3
The Executive Board will normally meet on a regular scheduled basis.
Section 4
Executive 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 – Committees
Section 1
The 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 2
Standing 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 3
Appointments shall be at the pleasure of the Executive Board.
Section 4
No committee, or individual, shall function on behalf of the consortium without direction from the Executive Board.
Section 5
Ad 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 6
Reports shall be made to the Board upon demand, and in writing where applicable.
Section 7
Personal 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 Groups
Section 1
Focus groups on topics of special interest shall be created upon approval of the Executive Board
Section 2
Focus groups will facilitate the process of sharing and networking between professionals from numerous academic institutions, who possess similar expertise.
Section 3
Each focus group shall elect a chair person who will report to the Executive Board.
Article XI – Parliamentary Procedure
Section 1
A simplified parliamentary procedure, preferably Robert’s Rules of Order, shall govern all procedure.
Section 2
A quorum shall be the majority of voting members present.
Article XII – Amendments
Section 1
Any 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 2
Amendments must receive a 2/3 majority of those voting for passage.
Section 3
All members must be informed of any changes adopted into these Bylaws.
Article XIII – Financial
Section 1
The fiscal year of the corporation shall end on the 31st day of January.
Section 2
The assigned CPA shall recommend to the Board an audit of the financial records of the association as needed.
Section 3
The Executive Board is empowered to make all financial decisions on behalf of the consortium and its members.
Article XIV – Capital Stock And Corporate Seal
Section 1
The corporation shall have no capital stock.
Section 2
The corporation shall have no corporate seal unless the Executive Board later determines that it is advisable.
Article XV – Indemnification
Section 1
The 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 Interest
Section 1
If 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 Revenue
Section 1
Notwithstanding 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
Revised – June 9, 2022