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VSTE Complete Governance Document

Virginia Society for Technology in Education

Complete Governance Document

Part I: Articles of Incorporation

Last Amended April 14, 2021

In order to form a nonstock corporation under the provisions of Chapter 10, Title 13.1 of the Code of Virginia, 1950, as amended, the undersigned incorporator sets forth the following:

Article 1.

The name of the corporation is **Virginia Society for Technology in Education**.

Article 2.

The corporation shall have such classes of members with such designations, qualifications, dues, voting and other rights and limitations as set forth in the Bylaws. However, membership shall not be limited in any way on the basis of race, creed, sex, or religious belief.

Article 3.

The objects and purposes for which the corporation is formed are exclusively **educational and charitable**, as follows:

The corporation is established for the purposes of providing information and services to Virginia public and private schools that are tax-exempt under Section **501(c)(3)** of the Internal Revenue Code ("Supported Schools") and to the general public in order to improve educational programs through the educational use of computers by parents, students, teachers and administrators. The corporation is organized and shall be operated to promote, and guide educational activities related to computers, including all levels and aspects of education. The corporation shall have the authority to accept, administer and apply, and to use contributions includ...

Part II: Bylaws of the Virginia Society for Technology in Education

(As amended March 2025)

Article I: Name

The name of the corporation is the **Virginia Society for Technology in Education (VSTE)**.

Article II: Offices

The principal office of the corporation shall be located in the Commonwealth of Virginia. The corporation may have such other offices, either within or without the Commonwealth of Virginia, as the **Board of Directors** may designate or as the business of the corporation may require from time to time.

Article III: Membership

Section 1. Classes of Members. The corporation shall have three classes of members: **Individual**, **Institutional**, and **Corporate**. The Board of Directors may establish qualifications and dues for each class of membership.

Section 2. Voting Rights. Only **Individual Members** shall be entitled to vote. Each Individual Member shall be entitled to one vote on each matter submitted to a vote of the members.

Section 3. Dues. The Board of Directors shall determine the amount of annual dues payable to the corporation by members of each class.

Section 4. Termination of Membership. The Board of Directors shall have the power to suspend or terminate the membership of any member for cause upon written notice and opportunity to be heard.

Article IV: Seal

The seal of VSTE shall be **circular**, with the name of VSTE inscribed around the circumference, and **"1991"** in the center thereof, an impression of which shall be affixed to this section of the Bylaws.

Article V: Fiscal Year

The fiscal year of VSTE shall commence on the **1st day of July** each year.

Article VI: Amendments

The Board shall have the power to amend or repeal these Bylaws in accordance with the **Virginia Nonstock Corporation Act**.

Article VII: Board of Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by its **Board of Directors**.

Section 2. Number. The number of Directors shall be fixed by the Board of Directors, but shall not be less than **seven (7)** nor more than **fifteen (15)**.

Section 3. Election and Term of Office. Directors shall be elected by the voting members at the Annual Meeting. Each Director shall hold office for a term of **three (3) years**. Terms shall be staggered to ensure continuity.

Section 4. Quorum. A **majority** of the number of Directors fixed by the Bylaws shall constitute a quorum for the transaction of business.

Section 5. Manner of Acting. Except as otherwise provided in the Bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected for the **unexpired term** of the predecessor in office.

Section 7. Compensation. Directors shall not receive any salary or compensation for their services as Directors, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Article VIII: Officers

Section 1. Officers. The Officers of the corporation shall be a **President**, a **Vice President**, a **Secretary**, and a **Treasurer**. The Board of Directors may also elect such other officers as it shall deem desirable.

Section 2. Election and Term of Office. The Officers shall be elected **annually** by the Board of Directors at the regular annual meeting of the Board. Each Officer shall hold office until a successor shall have been duly elected and shall have qualified or until death, resignation, or removal.

Section 3. Removal. Any Officer elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby.

Section 4. Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The President shall be the **principal executive officer** of the corporation and shall generally supervise and control all of the business and affairs of the corporation.

Section 6. Vice President. In the absence of the President or in the event of the President's inability to act, the Vice President shall perform the duties of the President.

Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors; see that all notices are duly given; be custodian of the corporate records and of the **seal of the corporation**.

Section 8. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VIII of these Bylaws.

Article IX: Committees

Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate one or more committees, each of which shall consist of **two or more Directors**.

Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by the Board of Directors.

Article X: Meetings

Section 1. Annual Meeting. The annual meeting of the members shall be held at such time and place as shall be designated by the Board of Directors.

Section 2. Special Meetings. Special meetings of the members may be called by the President or the Board of Directors.

Section 3. Notice of Meetings. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than **ten** nor more than **fifty days** before the date of the meeting.

Section 4. Quorum. The members holding **one-tenth** of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum at any meeting of members.

Article XI: Indemnification

The corporation shall indemnify any Director or Officer or former Director or Officer of the corporation, against all costs and expenses, including counsel fees, reasonably incurred in connection with any action, suit or proceeding to which the Director or Officer may be made a party by reason of such Director's or Officer's being or having been a Director or Officer of the corporation, or by reason of the Director's or Officer's serving at the request of the corporation in any other capacity.

Part III: Awards and Recognition

Coach of the Year Award

A. This award honors technology coaches who:

inspire and participate in the development and implementation of a shared vision for the comprehensive integration of technology to promote excellence and support transformational change throughout the instructional environment.
assist teachers in using technology effectively for assessing student learning, differentiating instruction, and providing rigorous, relevant and engaging learning experiences for all students.
create and support effective digital age learning environments to maximize the learning of all students.
conduct needs assessments, develop technology-related professional learning programs, and evaluate the impact on instructional practice and student learning.
model and promote digital citizenship.
demonstrate professional knowledge, skills and dispositions in content, pedagogical, and technological areas as well as adult learning and leadership and are cont...

Making IT Happen

A. Making IT Happen is an internationally recognized awards program for educators and leaders in the field of educational technology integration in K–12 schools. The program identifies and rewards educational technology leaders around the world for their commitment and innovation.

B. The program is coordinated by the **ISTE**.

C. Nominees for this award must be **members of VSTE**.

D. Any nomination for this award shall undergo evaluation by the **VSTE Board**.

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