The Vermont Reiki Association, Inc.
Article 1. Name
The name of the Corporation shall be “The Vermont Reiki Association,
Inc.”
Article 2. Purpose
This corporation is a nonprofit public benefit corporation and is
organized for the charitable purposesof education for its members and
the community at large, outreach programs to serve those in need among
all groups of people and to provide a forum for the exchange of
ethically sound information about Reiki. It is organized under the
Nonprofit Public Benefit Corporation Law for charitable purposes. The
purposes for which this corporation is formed are exclusively charitable
within the meaning of Section 501 (c) (3) of the Internal Revenue Code
of 1986
Article 3: Office
The registered office of the corporation shall be located at 103 Church
St. Suite C, Town of Barton, State of Vermont. 11B V.S.A. § 5.02.
Article 4: Members
Section 1. Membership. The qualifications for membership in this
organization are:
1. Proof of certification of Reiki Level One or higher
2) Payment of Annual dues as determined by the board
3) Must be 18 yrs of age or older
4) Must agree to abide by the code of ethics, by signature
11B V.S.A § 6.01.
Section 2. Voting rights.
Each member in good standing shall be entitled to one vote on each mater
submitted to a vote of the members. 11B V.S.A. § 6.20&7.21.
Section 3. Termination of Membership.
1) Failure to pay annual dues. Member will receive 2 notifications via
USPS, email, phone, in person or which is more convenient. Said member
will have up to 3 months to remit payment. The current membership
coordinator will be responsible for maintaining up to date records and
seeking out unpaid dues.
2)Violations of the code of ethics may result in termination. The Ethics
committee will submit their findings to the board, with the board having
the final say.
3) Any illegal activities or actions that endanger the Organization and
its membership as a whole.
Section 4. Resignation. Any member may resign by filling a written
resignation with the membership coordinator or the President. The
President will be kept up to date on all resignations. The members name
will be removed from the website upon resignation.
Section 5. Reinstatement. Any member wishing to reinstate their
membership will be expected to sign a new code of ethics. If less than 6
months has passed since the time of resignation, no additional dues will
be paid. The member will not have to provided copies of their
certificates unless their level has changed since the time of
resignation. If more than 6 months time has passed since the time of
resignation the member is required to pay the full annual dues.
Section 6. Annual Meeting: The date of the annual meeting of the members
shall be determined by the Board of directors who will also set the time
and place. The purpose to the annual meeting is to address any business
issues, update members on status of organization, provide financial
report, vote on new officers and any other matters presented by the
board. This will also be a time for members to network for the purpose
of education, professional support and mentoring,
Section 7. Special Meetings: The corporation shall hold a special
meeting of members:
1. on call of its board or the person or persons authorized to do so by
these bylaws;or
2. if the holders of at least 7 percent of the voting members in good
standing sign, date and deliver to any officer one or more written
demands for the meeting describing the purpose or purposes for which it
is to be held. 11B V.S.A. § 7.02.
Section 8. Place of meeting: The board of directors may designate any
place within the State of Vermont as the place of meeting for any annual
meeting or for any special meeting called by the board of directors.
Section 9. Notice of Meeting: Written 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 made in by first
class mail, email or telephone, whichever is more convenient, at least
two weeks in advance of said meeting. 11B V.S.A. § 7.05.
Section 10. Quorum: At least one-tenth of the total number of members,
represented in person shall constitute as a quorum at a meeting to
members. If less than one-tenth of the members is represented at ta
meeting, a majority of the members so represented may adjourn the
meeting from time to time without further notice. At such adjourned
meeting at which a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. 11B V.S.A § 7.22.
Section 11. Proxies: At all meetings of members, a member may not vote
by proxy. 11B V.S.A. § 7.24.
Section 12. Voting. Any action that is proper for a special meeting may
be conducted by written ballot in lieu of a meeting. 11B V.S.A. § 7.08.
Section 13. Resolutions. All resolutions offered for the consideration
of the members shall be presented in writing prior to the discussion
before the membership.
Section 14. Rules. Meetings of members shall be governed by Robert's
Rules newly revised
Article 5. Board of Directors
Section 1. Powers: The business and affairs of the corporation shall be
managed by the board of directors. The board is responsible for
maintaining the overall policy and direction of the organization.
The board shall delegate responsibilities of day to day operations to
the President/Executive Director and appropriate committees. Board
members shall receive no compensation (other than reasonable expenses)
for their service on the board. 11B V.S.A. § 8.01. The board may appoint
committees for any purpose, including an executive committee that may
exercise any of the authority of the board. 11B V.S.A. § 8.25.
Section 2. Number and Qualifications: The members of the initial Board
of Directors shall be those individuals named in the Articles of
Incorporation and shall serve until their successors are elected and
qualified. Thereafter, the board of directors of the Corporation shall
be compromised of no more than 9 and no fewer than 5 board members. All
board members will be Vermont residents, 21 yrs of age or older.
Section 3. Election and Term of Office. New members of the board shall
be elected by the directors at the annual meeting of the Board of
Directors, followed by a vote to ratify by the full membership. Prior to
the election, the nomination committee will submit nominees to the board
and the membership for review no less than one month prior to the
election. Nominations may also be made from the floor at the annual
meeting. The board will make the final decision by majority vote. At the
time of his or her election, each director shall be assigned to Class A,
Class B or Class C, and an effort shall be made to keep each class of
directors of approximately equal size. Each director shall hold office
for a term of two years, except that of the initial Board appointed at
time of Incorporation at the organizational meeting in 2009. Directors
may be re-elected for no more than 3 consecutive terms. After said terms
are served, the director will be required to take a 1 year hiatus before
being eligible for re-election.
a)Directors in Class A shall have their term expire in 2012(and every
two years thereafter)
b)Directors in Class B shall have their term expire in 2013(and every
two years thereafter)
c)Directors in Class C shall have their term expire in 2014(and every
two years thereafter)
Section 4. Duties and Responsibilities of the Board
All board members have certain legal obligations, known as duties and
they are as follows:
1. Take reasonable care when making decisions for the organization
(called “duty of care”)
2. Act in the best interest of the organization (called “duty of
loyalty”)
3. Act in accordance with the organization’s mission (called “duty of
obedience”)
4. Stand aside when there is a conflict of interest (called “recusal”)
5. Abide by the VRA governance guidelines
6. Abide by the VRA Board of Directors Code of Ethics
Section 5. Regular meetings:
A regular meeting of the board of directors shall be held with notice
immediately after and at the same place as the annual meeting of
members, when possible. The board of directors may provide, by
resolution, the time and place for holding additional regular meetings.
The full board shall meet at least 4 times per year at an agreed time
and location. Any number of meetings will be held via teleconferencing.
The Executive Committee shall meet whenever deemed necessary by the
request of the President.
Section 6. Special Meetings: Special meetings of the board may be called
by or at the request of the president or any two directors, time and
place shall be determined by the board of directors. 11B V.S.A § 8.20.
Section 7. Notice: Notice of any special meeting shall be given at least
15 days before the time fixed for the meeting, by written notice
delivered by email, postal service or fax.
Section 8. Quorum: A quorum must be attended by at least 2/3 percent of
the board members before business can be transacted or motions made or
passed.
Section 9. Removal of absent directors.
a) Directors missing 3 consecutive regular meetings are deemed removed.
Any directors may be removed from office.
b) Any directors may be removed without assigning any cause by the vote
of the board at any meeting of the board. 11B V.S.A. § 8.08.
Section 10. Vacancies: In the event of a vacancy on the board (including
situations where the board deems it necessary to increase numbers), the
directors shall fill the vacancy by the affirmative vote of a majority
of the remaining directors through less than a quorum of the board of
directors. A
director elected to fill a vacancy shall be elected and will complete
the term of the previous member. The specified 2 year term will be
available to the new member at the completion of the partial term.
Section 11. Fees. The board of directors shall establish the annual
membership fee and other fees as needed to be assessed from the members.
Section 12. Resignation. Any director may resign at any time by giving
written notice to the President of the Corporation. Such resignation
shall take effect at the time specified therein, or, if no time is
specified, at the time of acceptance thereof as determined by the
President of the Corporation.
Section 13. Rules. Meetings of the board shall be governed by Roberts
Rules of Order, newly revised.
Article 6. Officers
Section 1. Number: The officers of the board shall be president ,vice
president, secretary and treasurer, each of whom shall be elected by the
board of directors. With the exception of the initial officers,
appointed by the President at the time of Incorporation in the year
2009. Any two or more offices may be held by the same person, except the
offices of president and secretary. The board may also appoint other
officers if it deems necessary. 11B V.S.A. § 8.40.
Section 2. Duties: Officers duties are as follows:
President
The president shall convene regularly scheduled board meetings and shall
preside or arrange for other directors to preside at each meeting in the
following order: Vice President, Secretary and Treasurer. The president
appoints committee chairs and runs the day to day operations of the
organization, until such time that an Executive Director is hired or
appointed, and will then work directly with the Ex. Director.
Vice President
The vice president will chair committees on special subjects as
designated by the board. The vice president will facilitate meetings in
the absence of the President.
Secretary
The secretary shall be responsible for keeping records of Board actions,
including overseeing the taking of the minutes at all board meetings,
sending out meeting announcements, distributing copies of the minutes
and the agenda to each board member, and assuring that corporate records
are maintained.
Treasurer
The treasurer shall make a report at each board meeting. Treasurer shall
chair the finance committee, assist in the preparation of the budget,
help develop fundraising plans, and make financial information available
to the board and the public. They are responsible for reporting the
fiscal picture of the organization. Ideally, this person will have a
background in accounting or finance and receive reports from the
executive director to make sure the organization’s budget is on track.
Section 3. Election and Term of Office:
The board of directors shall elect the slate of officers, each of whom
shall be a Board member. Nominations may also be made from the floor at
the Annual meeting. Officers may serve up to 3 consecutive terms. After
said terms are served, the officer will be required to take a 1 year
hiatus before
being eligible for re-election. The election will take place at the
annual meeting of the members. If the election in not held at such
meeting, such election shall be held as soon as possible thereafter as
is convenient. Each officer shall hold office until his or her successor
has been duly elected and qualified or until his or her death,
resignation, or removal in the manner hereafter provided. 11B V.S.A §
2.06.
Section 4. Removal. Any officer or agent elected or appointed by the
board of directors may be removed by the board whenever in its judgement
the best interest of the corporation would be served thereby, but such
removal shall be without prejudice. Election or appointment of an office
shall not of itself create contract rights.
Section 5. Salaries: The salaries of the officers may be fixed from time
to time by the board of directors, and no officer shall be prevented
from receiving such salary by reason of the fact that he or she is also
a director of the corporation. There shall be no right to a salary and a
salary may not be paid unless the board of directors so orders.
Section 6. Conflict of Interest. Any member of the board who has a
financial, personal, or official interest in, or conflict (or appearance
of a conflict) with any matter pending before the Board, of such nature
that it prevents or may prevent that member from acting on the matter in
an impartial manner, will offer to the Board to voluntarily excuse
him/herself and will vacate his seat and refrain from discussion and
voting on said item.
Article 7. Committees
Section 1. The board may create committees as needed, such as
fundraising, public relations, peer education, data collection and
program committees. The board president shall appoint all committee
chairs. Each committee shall have an executive member on it.
Section 2. There shall be a finance committee. The treasurer is the
chair of the finance committee. The finance committee is responsible for
developing and reviewing fiscal procedures, a fundraising plan and
annual budget with staff and other board members. The board must approve
the
budget, and all expenditures must be with the budget. The fiscal year
shall be November to November. Quarterly reports are required to be
submitted to the board showing income, expense and pending income. The
financial records are public information and shall be made available to
the membership, board and members of the public.
Section 3. No committee shall have any power to: fill vacancies on the
board, adopt amend or repeal the by-laws, amend or repeal any resolution
of the board, or act on matters committed by the bylaws or resolution of
the board to another committee of the board.
Article 8. Executive Director and Staff
Section 1. Executive director is hired by the board. The
executive director has day to day responsibilities of the corporation,
including carrying out the corporations goals and board policy. The
Executive director will attend all board meetings, report on the
progress of the corporation, answer questions of the board members and
carry out the duties described in the job description. The board can
designate other duties as necessary. Executive Director will be an ex
officio member of the board without voting rights. Until such time that
the board deems it necessary to hire or appoint, an Executive Director,
the duties of the executive director will be carried out by the
President of the Board.
Article 9. Contracts, Loans, Checks and Deposits
Section 1. Contracts: The board of directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation,
and such authority may be general or confined to specific business.
Section 2. Loans: No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the board of directors. Such
authority may be general or confined to specific instances.
Section 3. Checks, Drafts, or Orders: All checks, drafts, or other
orders for the payment of money, notes, or other evidences of
indebtedness shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as from time to time shall
be determined by resolution of
the board of directors.
Section 4. Deposits: All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in
such banks, trust companies, or other depositories as the board of
directors shall select.
Article 10. Amendments
Section 1. These bylaws may be amended when necessary by a unanimous
vote of the board of directors. Proposed amendments must be submitted to
the secretary or president to be sent out with regular board
announcements.
Article 11. Books and Records
The corporation shall keep correct and complete books and records of
account and shall also keep minutes of the proceedings of its members,
board of directors and committees having and exercising any of the
authority of the board of directors, and shall keep at the principal
office a record giving the names and addresses of the members entitled
to vote. All books and records of the corporation may be inspected by
any member, or his agent or attorney, for any proper purpose at any
reasonable time
Article 12. Dissolution of sale of assets
A______vote of the membership shall be required to sell or mortgage
assets of the corporation not in the regular course of business or to
dissolve the corporation. 11B V.S.A. § 12.02& 14.02. Upon dissolution of
the corporation, any assets remaining after payment of or provision for
its debts and liabilities shall, consistent with the purposes of the
organization, be paid over to charitable organizations exempt under the
provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or
corresponding provisions of subsequently enacted federal law. No part of
the net assets or net earnings of the corporation shall inure to the
benefit of or be paid or distributed to an officer, director, member,
employee, or donor of the organization.
You can't teach anybody anything, only make them realize the answers are already inside them.
—Galileo