Of
Virginia Open Education Foundation
I.
Name
The name of this organization is Virginia Open Education Foundation
(hereafter referred to as VOEF)
II. Purpose
The purposes of VOEF, are to include but not be limited to the
following:
A. Operating as a not for profit entity for educational and charitable
purposes,
B. Providing educational resources to learners and educational
authorities within the Commonwealth of Virginia.
C. Informing the general public, professional educators, and government
authorities to broaden their understanding of the value of technology
integration into education,
D. In offering its services, VOEF shall not discriminate with regards
to race, religion, national origin, physical or mental abilities,
or educational choice.
III. Mission
The mission of this organization is to bring curriculum and educational
content resources to the students of Virginia. The manner in which
this is accomplished will be to assess, fund and deploy materials
and content held in creative commons. Delivery and collaborative
tools and methods would be provided to educational institutions
within the Commonwealth. It is not intended that this would supplant
or encroach on the mission of other educational organizations,
but to foster an interoperable framework for resource users of
a license-free learning environment. It is the philosophy of this
organization to support a service business model using open source
content, software and systems. This philosophy extends to support
global adoption of the best practices of this model as it supports
facets of education. Methods and systems proposed by this organization
must be reviewed and adopted in a framework of the scientific method.
IV. VOEF will contain no members.
V. Debt Obligations and Personal Liability
No member, officer or Director of this corporation shall be personally
liable for the debts or obligations of this corporation of any
nature whatsoever, nor shall any of the property of the members,
officers or Directors be subject to the payment of the debts or
obligations of this corporation.
VI. Limitations
VOEF is organized exclusively for charitable, educational, and
scientific purposes including without limitation, the making of
distributions to organizations that qualify as exempt organizations
under Section 501(C)3 of the Internal Revenue Code (or the corresponding
provisions of any future United States Internal Revenue law). At
all times the following shall operate as conditions restricting
the operations and activities of the corporation:
A. No part of the net earnings of the corporation shall
inure to any member of the corporation not qualifying as
exempt under Section 501(c)(3) of the Internal Revenue Code
of 1986, as now enacted or hereafter amended, nor to any
Director or officer of the corporation, nor to any other
private persons, excepting solely such reasonable compensation
that the corporation shall pay for services actually rendered
to the corporation, or allowed by the corporation as a reasonable
allowance for authorized expenditures incurred on behalf
of the corporation;
B. No substantial part of the activities of the corporation
shall constitute the carrying on of propaganda or otherwise
attempting to influence legislation, or any initiative or
referendum before the public, and the corporation shall not
participate in, or intervene in (including by publication
or distribution of statements), any political campaign on
behalf of, or in opposition to, any candidate for public
office; and
C. Notwithstanding any other provision of these articles,
the corporation shall not carry on any other activities not
permitted to be carried on by a corporation exempt from federal
income tax under Section 501(c)(3) of the Internal Revenue
Code of 1986, as now enacted or hereafter amended.
D. The corporation shall not lend any of its assets to any
officer or director of this corporation except as is regularly
conducted as part of the activities of the organization or
guarantee to any person the payment of a loan by an officer
or director of this corporation.
E. Officers or Directors may have family members who are
educators or students that may indirectly benefit from services
provided by the Foundation.
VII. Board of Directors
A. The Board of Directors, hereafter known as the Board,
shall consist of no less than three members or no more than
10 members.
B. There are three officers of the Board, the chairman, the
secretary, and the treasurer.
C. The chairman, secretary and treasurer shall be elected
by the Board members.
D. No more than one-half of the board members may be ending
their terms at any one time.
E. The Chairman and the treasurer shall serve for two years
and three years respectively.
F. The secretary shall serve for a minimum of one year.
G. Any previous or current board member may be considered
for another term anytime in the future whether it be a consecutive
or non-consecutive term.
H. After the first year all board members will serve for
at least two years.
I. The first year one half of the board will have the option
of ending their term or staying on for another two years.
J. Board members shall attend scheduled Board meetings at
least 50% of the time during VOEF fiscal year.
K. New Board members will be elected by the existing Board
under the prescribed conditions above at the annual May meeting.
L. If any Board member terminates his membership before the
end of his/her term, on the Board, the member may be replaced
by majority vote of the Board at a regularly scheduled meeting.
M. A Board member shall agree to endorse and support VOEF's
Mission and this Constitution.
N. If a vote is to be taken, at least three-fourths of the
Board must be present.
O. All decisions are determined by simple majority.
P. In the event that more than one third of the Board members
are intent on resigning and there are interested partners
willing to take their positions or even take over VOEF, VOEF
can remain in operation with a 100% affirmation of the current
voting members of the Board.
VIII. Duties
A. Chairman of the Board
1. The Chairman will conduct all meetings of the Board.
2. In the event the Chairman cannot attend the meeting, another
Board member will be appointed by the Chairman to chair the
meeting.
3. At Board meetings the Chairman only votes in the event
of a tie.
4. Chairman will serve for two years.
B. Secretary
1. The secretary shall take the minutes of all board meetings
and email them to all members of the board preferably one
week after the meeting although it must be before the next
meeting.
2. Minutes will be kept and made available online for review.
3. This person will also acquire the member directory information
for partners and have it printed and made available to team
and board members.
4. He or she is responsible for correspondence but may at
the Boards discretion delegate this task to another party.
C. Treasurer
1. The treasurer shall be responsible for overseeing money
transactions, securities, and properties of VOEF.
2. This person shall keep an accurate record of all financial
transactions and submit a report at each Board meeting of
all current expenditures and income.
3. The treasurer shall serve for three years.
4. This person shall present the results of an independent
review of financial records to the Board.
5. The treasurer is responsible for overseeing the financial
business of VOEF, including but not limited to overseeing
other persons and financial procedures for VOEF's expenditures.
6. Only the chairman or the treasurer may make withdrawals
from VOEF's bank account(s). However, persons designated
by the treasurer and approved by the board may make deposits
as long as all receipts of such deposits are submitted to
the treasurer within one week.
7. The Board must approve any expenses over $500 not included
in the annual budget.
8. Annual Budget shall be proposed by the treasurer with
recommendation by the Board and voted on by the Board. Budget
is approved by majority vote of the Board.
D. Project Manager
1. He/she shall prepare and maintain a project schedule and
budget for the ongoing projects.
2. He/she shall report back to the board on all functions.
3. He/she shall act as liaison to the project team and be
cost accountable for expenditures.
4. He/she shall submit all purchase requests for the project
to the Treasure for approval by the board as appropriate.
IX. Board Responsibilities
A. To oversee the administration of VOEF,
B. To publicly represent the views of VOEF in conformity
with the Constitution,
C. To assign such standing committees and/or ad hoc committees
as are necessary to conduct VOEF's business,
D. To provide opportunities for the Foundation to promote
educational use of technology in the integration in learning.
E. To determine VOEF's mission and set policies for its operation,
making sure the organization’s Constitution, the law
and rules of competitions are being followed.
F. To set VOEF's overall program from year to year and engage
in long range planning to establish its general course for
the future,
G. To establish fiscal policies and boundaries with budgets
and financial controls,
H. To review and amend the Constitution at regular board
meetings as the need occurs.
X. Board Meetings
A. Regularly scheduled Board meetings shall be held at least
quarterly.
B. Board meetings shall be at a location agreed upon by the
Board members.
C. The presence of a majority of the Board members shall
constitute a quorum to conduct business, as long as two of
the members are officers.
D. Employees and partners sponsored by VOEF may attend Board
meetings and express their views unless the Board meets in
Executive Session, which shall be open only to the Board
and those expressly invited.
E. The Annual Meeting of the Board shall be in May of each
year. At this meeting officers of the Board are elected for
the following year after the election of Board members to
replace those whose terms have ended.
F. The Chairman shall use Robert’s Rules of Order in
conducting meetings
G. All committees must give a monthly written report to the
Chairman prior to the next Board meeting about meetings they
have held. The report should include any information relating
to their Standing Committee.
XI. Dissolution
In the event of dissolution of VOEF, the Board of Directors
shall, after paying or making provision for the payment of
all liabilities of the Foundation, dispose of all the assets
of the Foundation exclusively for the purposes of the Foundation
in such manner, or to such organization(s) under Section
501(C )3 of the Internal Revenue Code (or the corresponding
provisions of any United States Internal Revenue law), as
the Board of Directors shall determine.
XII. Compensation
No funds of VOEF shall insure to the benefit of, or to be
distributed to its directors, officers, or other private
persons, except that the organization shall be authorized
and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance
of the purposes set forth in Article II above. The Board
of Directors shall hire and fix the compensation of any and
all employees which they in their discretion may determine
to be necessary for the conduct of the business of the organization.
XIII. Conflict Resolution
A. The Board will only act on those conflicts that relate
directly to VOEF, its operation and objectives.
B. For conflicts that are related to the operation of the
organization, the organization shall seek to produce reconciled
relationships through its organization and among its staff.
This commitment to engage in conciliation will be implemented
to the fullest extent possible in relationships between Board
members, other volunteers such as partners, contracting parties,
and employees.
XIV. Corporate By-Laws
This constitution shall serve as by-laws for the purpose
of corporate organization.
XV. Incorporator
The incorporator of this corporation is: Mark Burnet, 5100
Olivet Church Road, Providence Forge, Virginia, 23149.
XVI. Amendments
Amendments to this Constitution must be proposed at a regularly
scheduled Board meeting, and then voted on at the next regularly
scheduled meeting. Amendments must be approved by two-thirds
of all Board members. Amendments become effective upon approval.
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