ITI By Laws
Article I. Name
The name of this organization shall be
The Integrative Therapy Institute, referred to herein as ITI.
Article II. Purpose
Provide wellness and wellness
education opportunities for the local community at no or low cost.
Create and maintain affordable
space for wellness practitioners
Promote holistic health throughout
the community at large.
Article III. Office
The registered office of the
corporation shall be located at: 591 Railroad Street, Saint
Johnsbury, VT. 05819. here where the corporate records and official
mail from the federal or state government will be sent – also where
records inspection can take place ITI itself.
Article IV. Members
Section 1. Membership. A natural
person may become a member by completing the following: (1) paying
the annual membership fee and (2) completing an application form.
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.
Section 3: Resignation of Membership.
Any member may resign by filing a written resignation with the
secretary. Such resignation will not relieve the resigning member
from any financial obligation to pay dues, assessments, fees or
charges accrued and unpaid.
Section 4. Termination of Membership.
The board of directors, by an affirmative vote of two thirds of the
all the members of the board, may suspend or expel a member for cause
after an appropriate hearing. The members, by a majority vote of
those present and voting at any regularly constituted meeting, may
terminate the membership of any member who becomes ineligible for
membership, or suspend or expel any member who shall be in default in
payment of dues for the period. The process shall be carried out in
good faith. Fifteen days prior written notice must be given to the
member to be expelled, suspended or terminated. Such notice shall
state the reasons for the action and shall give the member an
opportunity to be heard, orally or in writing not less than five days
before the effective date of the proposed action to allow the board
of directors sufficient time to decide whether to proceed with the
proposed action. Written notice shall be given by first class mail,
certified mail, or by e-mail, with return receipt sent to the
member’s last address.
Section 5: Reinstatement. On written
request signed by a former member and filed with the secretary, the
board of director, by the affirmative vote of a majority of the
board, may reinstate a member to membership on such terms as the
board of directors deems appropriate.
Article V. Governance
Section 1: Meetings. Meetings shall
consist of an annual meeting and such special meetings as may be
required.
Section 1.1: Annual Meeting. The
annual meeting of the members shall be held on (select day, month,
time here for annual meeting), for the purpose of electing directors
and transacting any other business which may take place before the
meeting. The meeting shall be held at ITI or any other such place
specified in the annual meeting notice.
Section 1.1.1: Notice of meeting.
Written notice stating the time, 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 by first class mail, electronic
mail (return receipt requested), or telephone, whichever is more
convenient, at least five days in advance of said meeting.
Section 1.1.2: Quorum: At least
one-tenth of the total number of members, represented in person or by
proxy, shall constitute a quorum at a meeting of members. If less
than one-tenth of the members is represented at a 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.
Section 1.1.3: Proxies: A member
may appoint a proxy to vote or otherwise act for the member by
signing an appointment form, transmitting an appointment of proxy by
electronic transmission, including telephone or e-mail. The proxy
appointed is effective when received by the secretary or other office
or agent authorized to tabulate vote. An appointment shall be valid
for 11 months unless revoked by the member, or if the member attends
the meeting and votes in person and shall be accepted at Annual and
Special Meetings.
Section 1.2: Special Meetings. A
corporation shall hold a special meeting of members:
Section 1.2.1: Calling a Special
Meeting: A special meeting may be called by its board; or if the
holders of at least five 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
such meeting is to be held.
Section 1.2.2: Place of Special
Meeting: The board of directors may designate any place within the
State of Vermont as the place of meeting for any annual or special
meeting called by the board of directions. A waiver of notice signed
by all members may designate any place, either within or without the
State of Vermont, as the place for holding such meeting. If not
designation is made, or if a special meeting is otherwise called, the
place of the meeting shall be the registered office of corporation.
Section 1.2.3: Notice of Special
Meeting: Written notice stating the day, place and hour of the
meeting, and the purpose or purposes for the special meeting shall be
made by first class mail, telephone, or electronic mail (return
receipt requested) at least two days prior to the meeting.
Section 1.2.4: Quorum. The quorum
requirements for a special meeting shall be the same as those stated
in Section 1.1.2 for the annual meeting. If less than one-tenth of
the members is represented at a 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.
Section 1.3: Voting. Any action
that is proper for a special meeting may be conducted by written
ballot in lieu of a meeting. In the election of director, cumulative
voting shall not be permitted.
Section 1.4: Resolutions: All
resolutions offered for consideration of the members shall be
presented in writing prior to discussion before the membership.
Section 1.5: Rules: Meetings of
members shall be governed by Robert’s Rules of Order.
Section 2: Board of Directors:
Section 2.1: Powers: The business
and affairs of the corporation shall be managed by the board of
directors. The board may appoint committee for any purpose.
Section 2.2: Number, Tenure and
Qualifications: The board of directors of the Corporation shall
consist of minimum 6 members. Directors shall be elected at an
annual meeting of members, and the terms of office of each director
shall be two years, with no more than one half of the board elected
at an annual meeting and the election and qualification of his or her
successor. Directors must be members of the Corporation at the time
of their election.
Section 2.3: Regular Meetings: A
regular meeting of the board of directors shall be held without
further notice immediately after and at the same place as the annual
meetings of members. The board of directors may provide, by
resolution, the time and place for holding additional regular
meetings without notice other than such resolution, and may allow
such board meetings to be held by electronic conferencing, or by
telephone.
Section 2.4: Special Meetings:
Special meetings of the board of directors may be called by or at the
request of the president or any two directors in accordance with
Section 2.3 above .
Section 2.4.1: Notice: Notice of
any special meeting shall be given at least 48 hours before the time
fixed for the meeting, by written notice. Notice of such meeting may
be delivered personally, by electronic mail (return receipt
requested), fax, first class mail or personally.
Section 2.4.2: Quorum: A majority
of the number of directors fixed in these bylaws shall constitute a
quorum for the transaction of business. The act of a majority of
directors present at a meeting at which a quorum is present shall be
the act of the Whole Board. Any action consented to in writing
(including by electronic mail), by the Whole Board shall be as valid
as if adopted by the Whole Board at a duly noticed and held meetings
of the board, provided such written consent is inserted in the minute
book.
Section 2.4.3: Removal of absent directors: Directors missing
three consecutive regular meetings are deemed removed.
Section 2.4.4: Vacancies: Any
vacancy occurring in the board of directors may be filled by the
affirmative vote of a majority of the remaining directors though such
number may be less than a quorum of the board of directors. A
director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office.
Section 2.4.5: Rules. Meetings of
the board of directors shall be governed by Robert’s Rules or
Order.
Section 3: Officers. The officers of
the Corporation shall be a president, vice-president, secretary and
treasurer, each of whom shall be elected by the board of directors.
Section 3.1: Election and Term of
Officers: The officers of the Corporation shall be elected annually
at the regular meeting of the board of directors held after each
annual meeting of the members. If the election is 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 until his or her death,
resignation, or removal in the manner hereafter provided.
Section 3.2: Removal: Any officer
or agent elected or appointed by the board of directors may be
removed by the board of directors whenever in its judgment the best
interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of
the person so removed. Election or appointment of an officer shall
not of itself create contract rights.
Section 3.3: Vacancies: A vacancy
in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the board of
directors for the unexpired portion of the term.
Section 3.4: Powers and Duties: The
powers and duties of the several officers shall be as provided from
time to time by resolution or other directive of the board of
directors. In the absence of such provisions, the respective
officers shall have the powers and shall discharge the duties
associated with such offices. The secretary shall prepare minutes of
all meetings of the members and the board, and shall authenticate the
records of the corporation upon request.
Section 3.5: 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.
Article VI. Finances
Section 1. Contracts: The board of
directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute and delivery 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
and confined to specific instances.
Section 3: Checks, Draft, or Orders:
All checks, drafts, or other orders for 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 5: Fiscal year: The fiscal
year of the Corporation shall be January 1 - December 31st.
Article VII. Waivers of Notice
Whenever any notice is required to be
given to any member or director of the corporation under the
provisions of law or these bylaws, a waiver thereof in writing,
signed by the person or person entitled to such notice, whether
before or after the time stated therein, shall be deem equivalent to
the giving of such notice.
Article VIII. Amendments
These bylaws may be altered, amended,
or repealed, and new bylaws may be adopted by the board of directors
at any regular or special meeting of the board; provided, however,
that the number of directors shall not be increased or decreased nor
shall the provisions of Article IV, concerning the members, be
substantially altered without the prior approval of two-thirds of the
members.
Article IX: 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 committee
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 note. 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 X. Dissolution or Sale of Assets
A two-thirds vote of the membership
shall be required to sell or mortgage assets of the corporation not
in the regular course of business of to dissolve the corporation.
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 provision of Section
501(c)3 of the U.S. Internal Revenue Code or corresponding provision
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.
ITI By Laws officially approved on Friday, December 19, 2008 10:30 a.m. by a unanimous vote. Please see board documents for minutes.