VRA Bylaws
Article 1. NameThe name of the Corporation shall be “The Vermont Reiki Association, Inc.”
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Article 2. Purpose
This corporation is a nonprofit public benefit corporation and is organized for the charitable purposes of 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 PO Box 554, St. Albans, VT 05478. 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 years 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 matter, submitted to a vote of the members. 11B V.S.A. § 6.20&7.21.
Section 3. Termination of Membership.
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 provide 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 of the annual meeting is to address any business issues, update members on the status of the organization, provide financial reports, 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:
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 a quorum at a meeting of the membership. 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 or email 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.
1. Proof of certification of Reiki Level One or higher
2) Payment of Annual dues as determined by the board
3) Must be 18 years 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 matter, submitted to a vote of the members. 11B V.S.A. § 6.20&7.21.
Section 3. Termination of Membership.
- Failure to pay annual dues. Members will receive at least 3 notifications via email. Said member will have up to 30 days to remit payment. The current administrative consultant will be responsible for maintaining up to date records and seeking out unpaid dues.
- 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.
- 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 provide 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 of the annual meeting is to address any business issues, update members on the status of the organization, provide financial reports, 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:
- On call of its board or the person or persons authorized to do so by these bylaws; or
- 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 a quorum at a meeting of the membership. 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 or email 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 composed of no more than 9 and no fewer than 5 board members. All board members will be 21 years of age or older, residents of Vermont or its bordering states of New Hampshire, Massachusetts, and New York. At least 2/3 of the board members must be residents of Vermont. Board members must be active members of the Vermont Reiki Association.
Section 3. Election and Term of Office. New members of the board shall be selected by the directors and proposed to the full membership for a vote at the annual meeting. Nominees to the board must be sent to the membership for review no less than one month prior to the election. The slate is ratified by the membership at the annual meeting by majority vote. . Each director shall hold office for a term of two years. 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.
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: 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 (if applicable) 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 may be removed by majority vote. Any directors may be removed from office.
b) Any directors may be removed without assigning any cause by majority 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 though 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.
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 composed of no more than 9 and no fewer than 5 board members. All board members will be 21 years of age or older, residents of Vermont or its bordering states of New Hampshire, Massachusetts, and New York. At least 2/3 of the board members must be residents of Vermont. Board members must be active members of the Vermont Reiki Association.
Section 3. Election and Term of Office. New members of the board shall be selected by the directors and proposed to the full membership for a vote at the annual meeting. Nominees to the board must be sent to the membership for review no less than one month prior to the election. The slate is ratified by the membership at the annual meeting by majority vote. . Each director shall hold office for a term of two years. 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.
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: 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 (if applicable) 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 may be removed by majority vote. Any directors may be removed from office.
b) Any directors may be removed without assigning any cause by majority 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 though 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 membership. Any two or more offices may be held by the same person, except the offices of president and secretary. Two board members can hold the offices of President and Vice President in a shared and equal leadership model, if agreeable to both parties, the board and to the membership. 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, maintaining bylaws on the website, and assuring that corporate records are maintained.
Treasurer - The treasurer shall make a report at each board meeting. Treasurer shall chair the finance committee (if applicable), 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, if applicable, to make sure the organization’s budget is on track.
Section 3. Election and Term of Office. Officers may serve up to 3 consecutive one-year terms. After said terms are served, the officer will be required to take a 1 year hiatus before being eligible for re-election. 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. An outgoing president may serve an additional 7th year to support the current on-coming president. 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 judgment 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.
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, maintaining bylaws on the website, and assuring that corporate records are maintained.
Treasurer - The treasurer shall make a report at each board meeting. Treasurer shall chair the finance committee (if applicable), 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, if applicable, to make sure the organization’s budget is on track.
Section 3. Election and Term of Office. Officers may serve up to 3 consecutive one-year terms. After said terms are served, the officer will be required to take a 1 year hiatus before being eligible for re-election. 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. An outgoing president may serve an additional 7th year to support the current on-coming president. 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 judgment 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 may 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 January 1 to December 31. 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.
Section 2. There may 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 January 1 to December 31. 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 & 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 corporation's 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 & 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 evidence 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.
Section 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidence 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 by submitting proposed amendments to the membership no later than two weeks prior to the annual meeting
Article 11. Books & 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 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 2/3 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 insure to the benefit of or be paid or distributed to an officer, director, member, employee, or donor of the organization.
Bylaws updated on 8/17/2015, 2/10/2017 (board approval)
© copyright 2011 Vermont Reiki Association, with address update 2017
Bylaws updated on 8/17/2015, 2/10/2017 (board approval)
© copyright 2011 Vermont Reiki Association, with address update 2017
