Mission Statement
The Mission of the Rhode Island Society of Technology Educators (EdTechRI) is to accelerate educational excellence through technology innovation, collaborative networks, and dedicated advocacy.
Article I. Name
The Rhode Island Society of Technology Educators (EdTechRI) shall be the name of the Association, also to be referred to throughout this document as Association. The Association shall also be known as “EdTechRI”.
Article II. Purpose of Organization
The Rhode Island Society of Technology Educators is an educational Association dedicated to the improvement of education in Rhode Island through the use of technology. In support of this mission, the Association also awards grants and scholarships that promote EdTechRI’s mission.
The purpose for which the Association is organized is educational and charitable, within the meaning of Section 501(c) (3) of the Internal Revenue code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law, that is exclusively for religious, charitable, scientific, literary, and educational organizations.
Notwithstanding any other provision of these articles, this Association shall not carry on any other activities not permitted by an organization exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Revenue Law.
In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in Sections 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Revenue Code, or to the Federal, State, or Local government for exclusive public purpose.
Article III. Goals
The Association will:
Provide a network of educators and other professionals throughout the state of Rhode Island who incorporate, implement or maintain technology in education.
Serve as a conduit for technology information and communication to various stakeholders
Encourage membership of the Association.
Improve the quality of educational technology for all institutions of learning.
Work for the welfare of students, the advancement of technology in education, and the improvement of instructional opportunities.
Promote the involvement of concerned individuals with the growth and development of technology in education.
Award scholarships to students pursuing educational or career pathways aligned with the Association’s mission.
Award grants to educators and organizations committed to advancing education through technology in Rhode Island.
Article IV. Prohibition on Private Benefit and Private Inurement
Section 1. General Prohibition.
No part of the net earnings, assets, or income of the Association shall inure to the benefit of, or be distributable to, its members, directors, officers, employees, or other private individuals, except that the Association is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes as set forth in these Bylaws.
Section 2. Grants and Scholarships.
All grants and scholarships awarded by the Association shall be made exclusively in furtherance of the Association’s purposes. Grants and scholarships shall not be awarded in a manner that results in a private benefit to any member, director, officer, or employee of the Association, or to any person with a personal or financial relationship to such individuals, except where such individual independently qualifies under the Association’s duly established, objective, and nondiscriminatory selection criteria.
Section 3. Conflicts of Interest.
Any director, officer, or member who has a personal, financial, or familial interest in any grant, scholarship, contract, or transaction being considered by the Association shall: (a) promptly disclose such interest to the Board of Directors; (b) recuse themselves from any deliberation or vote relating to such matter; and (c) not attempt to influence the decision of the remaining directors. The Board shall document all such disclosures and recusals in the minutes of the relevant meeting.
Section 4. Compliance with Applicable Law.
These bylaws shall be construed and applied in a manner consistent with: (a) the requirements of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any corresponding provision of future United States Internal Revenue Law; and (b) the Rhode Island Nonprofit Corporation Act, R.I. Gen. Laws § 7-6-2, et seq., as amended. In the event of any conflict between these bylaws and applicable federal or state law, the stricter standard shall govern.
Section 5. Consequences of Violation.
Any transaction, award, or distribution made in violation of these bylaws shall be voidable by the Board of Directors upon a majority vote. The Association reserves all rights and remedies available under applicable law to recover assets improperly distributed or applied in contravention of this Article.
Article V. Membership
The membership of the Association shall be composed of individuals, groups, and agencies who are interested or engaged in implementing or incorporating educational technology in U.S. public school districts, school consortia and collaboratives, charter schools, charter management organizations, nonpublic schools, area and regional education agencies, state education agencies, and other state and regional governmental or nonprofit organizations with a focus on K-12 education. The members hold membership in the Association, provided that they meet the membership requirements laid out by the Executive Committee.
All public and private schools in the State of Rhode Island, including school districts, school committees, educational consortia and collaboratives, and educational service agencies, shall be deemed Organization Members for the limited purpose of participating in joint purchasing agreements and utilizing services offered by the Association. Organization Members shall not be entitled to full membership rights or benefits; however, employees of such organizations may become members of the Association and may represent the interests of their respective employers before the Association.
Section 1. Procedures and Dues
The Executive Committee shall determine application procedures for membership, eligibility criteria, types of memberships, membership privileges, and membership dues.
Section 2. Exceptions
Exceptions to membership composition may be made upon the discretion of the Executive Committee, with Board of Directors approval.
Section 3. Full Membership
A Full Member is defined under the terms of these bylaws as an individual who meets the established eligibility requirements, whose dues are current, and who is granted the specific governing authorities of the Association as enumerated herein. The exercise of these rights is subject to the requirements of these bylaws and any further qualifications or administrative policies established by the Board of Directors. These exclusive rights include:
The right to cast one (1) vote on all official Association business that requires a membership vote.
The right to participate in Association governance and official elections.
The eligibility to be nominated for, elected to, and hold a position on the Board of Directors or Executive Committee.
Section 4. Membership Categories
All membership categories other than Full Membership are non-voting and non-governing. Individuals or entities within such categories may receive such benefits as the Association may determine from time to time, but shall not be entitled to vote on any matter, participate in the election of directors or officers, or serve on the Board of Directors or any committee thereof, including the Executive Committee.
Notwithstanding the foregoing, individuals in non-voting membership categories may apply for Full Membership. Eligibility for Full Membership shall be determined in accordance with these Bylaws and any additional criteria, policies, or procedures adopted by the Board of Directors, including those applicable to service on the Board of Directors and the Executive Committee.
Section 5. Term & Status
The membership term for a Full Member shall start July 1st and may be automatically renewed at the member’s discretion. A Full Member with dues in arrears shall immediately forfeit all voting privileges and governing rights, and their membership shall be transitioned to a non-voting category. For the purposes of organizational record-keeping, individuals in non-voting categories shall be considered "Active" on the Association's roster for a period of two (2) years from the date of the member’s last interaction. Following two (2) years of no recorded interaction, the individual shall be marked "Inactive." Any member that is not a Full Member shall be non-voting and non-governing.
Section 6. Commercial Entities and Non-Voting Status.
Partners, sponsors, vendors, and other commercial entities—including their owners, employees, or representatives—are ineligible for Full Membership. Such entities and individuals are explicitly restricted to non-voting categories and are prohibited from exercising voting privileges, serving on the Board of Directors, or holding office as an Executive Committee Officer.
Article VI. Board of Directors
Section 1. Composition
The Board of Directors shall consist of 12 members elected by the membership on a staggered schedule.
Section 2. General Powers and Authority
The Association shall be managed and controlled by the Board of Directors. The Board of Directors holds supreme authority to make organizational decisions, establish policies, and direct the Association's operations.
Section 3. Board Member Emeritus
There shall be a category of board member known as a Board Member Emeritus who serves in an advisory capacity.
Section 4. Meetings
The Board of Directors shall meet four times a year. The Executive Committee shall determine the time and place of the meetings. Written notice, stating the place, date, and hour of the meeting shall be delivered not less than five (5) nor more than thirty (30) days before the date of the meeting by electronic mail, to each member of record entitled to vote at such meeting. Notices shall be sent to the electronic address that appears on the records of the Association. Such notice shall be deemed to be delivered when sent electronically.
Section 5. Quorum and Conduct
The President shall preside. A quorum for the transaction of business shall consist of no fewer than three (3) directors present at a meeting.
Section 6. Action Without Meeting
Any action taken by the Board of Directors may be taken without a meeting if a majority of the Directors consent in writing to the action. The written consents (which may be via electronic mail) shall be filed with the minutes of the proceedings of the Board.
Article VII. Executive Committee
Section 1. Composition.
The officers of the Association shall constitute an Executive Committee. The Executive Committee shall consist of the President, Vice President (if elected), Secretary, Treasurer, and the Executive Director (ex-officio and non-voting). The Board of Directors may appoint a Board Member Emeritus to serve on the Executive Committee in an advisory, non-voting capacity.
Section 2. Authority.
The Executive Committee shall have the authority to handle the business and affairs of the Association between meetings of the Board of Directors. The Executive Committee shall not have the authority to approve a plan of merger, consolidation, or dissolution of the Association.
Section 3. Meetings and Quorum.
The Executive Committee shall meet at the call of the President. A majority of the voting members of the Executive Committee shall constitute a quorum.
Article VIII. Voting
The Board of Directors shall determine which members have voting rights. A quorum consists of a majority of the voting members present. Each voting member shall have one (1) vote.
Article IX. Dues
The amount of the dues shall be determined by a majority vote of the Board of Directors.
Article X. Meetings
The Annual Meeting of the Association will be held yearly between March 1 and June 30. Quorum shall consist of the Full Members present. Actions shall be approved by a simple majority of the voting members present. Notice of member meetings shall be provided by electronic mail to the address on file for each member.
Article XI. Fiscal Year
The fiscal year of the Association will be July 1 through June 30.
Article XII. Committees
The President shall have the authority to set up such committees as needed and to appoint committee chairpersons with the approval of the Executive Committee. The President may create Special or Ad Hoc Committees for specific, time-limited purposes. These committees shall be dissolved once their specific task is completed.
Each committee or subcommittee may be governed by a specific charter or set of procedures, approved by the Board of Directors.
Article XIII. Officers and Their Duties
The officers shall consist of a President, Secretary, Treasurer, and an Executive Director, who shall serve ex-officio. Officers may, but need not, be members of the Board of Directors, and shall serve at the pleasure of Board.
Officers may serve unlimited terms, provided that the Board of Directors reaffirms each appointment annually. In the event an officer resigns or is unable to complete their term, the Board of Directors may appoint a successor to serve for the remainder of the unexpired term.
The Board of Directors may, in its discretion, appoint a vice or deputy for any officer position. Such vice or deputy may be designated as a successor-in-training and shall receive guidance and mentorship from the current officer. An officers may delegate some or all of their duties to a duly appointed vice or deputy and may authorize that individual to act on their behalf of the officer’s absence; however the officer still retains ultimate responsibility for performance of those duties.
The President shall:
Be appointed by the Board of Directors for a one-year term.
Call and preside at all official meetings of the Association.
Appoint chairpersons of committees, except the Nominating Committee.
Represent the Association at official functions and in matters of importance.
Authorize expenditures of the Association in keeping with the actions of the Executive Committee and the approved budget.
Serve as the chairperson of the Executive Committee.
Perform such other duties as prescribed by the Board of Directors.
The Secretary shall:
Be appointed by the Board of Directors for a one-year term.
Keep a record of the meetings and actions of the Executive Committee, the Board of Directors and the Association, and see that actions requiring communication with members, other individuals, or groups are carried out as required.
Receive the report of the Nominating Committee and ensure that it is sent to the membership in accordance with the stipulations in the bylaws.
Serve as a member of the Executive Committee.
Perform such other duties as prescribed by the Board of Directors.
The Treasurer shall:
Be appointed by the Board of Directors for a one-year term.
Have general oversight authority over all accounts and funds of the Association.
Work in cooperation with the Executive Director, who shall handle day-to-day financial transactions of the Association.
Establish the Association’s account(s), as approved by the Executive Committee. *
Develop and maintain procedures for the deposit of funds and safeguarding of the Association’s assets and property.
Receive and disburse funds of the Association as authorized by the Executive Committee or the Board of Directors.
Maintain complete and accurate records of all financial transactions and report as requested to the Executive Committee and the Board of Directors, and annually to the Association at the annual meeting.
Make financial records available for audit prior to the annual meeting.
Serve as a member of the Executive Committee.
Perform such other duties as prescribed by the Board of Directors.
*This provision does not require the Executive Committee to approve each individual expenditure. If the Board of Directors approves a budget, expenditures included in that budget are deemed authorized, provided sufficient funds are available.
The Executive director shall:
Be responsible for, and maintain a record of all day-to-day activities of the Association.
Implement the goals, policies and mission of the Association.
Be accountable directly to the Executive Committee or, at the Executive Committee’s discretion, to the President.
Assist in the administration and governance of the Association.
Manage day-to-day financial transactions of the Association in cooperating with the Treasurer.
Provide support and assistance to members as needed.
Assist in planning professional development workshops, trade shows, monthly meetings, and all related professional development activities.
Promote the Association and serve as its liaison through appropriate communications and outreach.
Advocate for the Association’s mission, goals and positions before the Rhode Island General Assembly and the State Department of Education.
Monitor legislation that may affect the Association or its members andkeep the Executive Committee and membership informed of relevant developments.
Develop and maintain an Association library of resources and records.
Gather and disseminate information to the Executive Committee and membership, as appropriate.
Perform other duties as appropriate and assigned by the Executive Committee and outlined within the Job Description.
Delegate duties as appropriate to carry out the responsibilities of the position.
Receive a monthly stipend for services rendered in accordance with the terms established by the Association.
Serve as an ex-officio member of the Executive Committee.
Perform additional duties as prescribed by the Executive Committee.
Article XIV. Election of Board Representatives
An online election for representatives to the Board of Directors shall be held annually. The Board of Directors shall serve staggered three (3) year terms, and no individual may serve more than two (2) consecutive three (3) year terms. Service of a partial term resulting from an appointment to fill a vacancy shall not be counted against this term limit. After taking 1 election off, an individual may be nominated again to a board seat.
From time to time it may be necessary to adjust the staggering of terms to account for appointments made to fill vacancies. The Board of Directors, upon recommendation of the Executive Committee, may make reasonable adjustments to the staggering of terms as necessary to account for vacancies and mid-term appointments.
The Board of Directors shall appoint a Nominating Committee in accordance with Section A. The Nominating Committee shall announce the annual election and accept nominations from March 1 – April 1 of each year. The Nominating Committee shall confirm each nominee’s willingness and eligibility to serve and shall submit the slate of qualified candidates to the Secretary. If the number of nominees does not exceed the number of available seats, the Secretary shall cast a single ballot for the entire slate of nominees, and the nominees shall be declared elected by acclimation. If the number of nominees exceeds the number of available seats, the Secretary shall prepare an official ballot and online election shall take place from May 1 – June 1. Election results shall be reported to the, and newly elected Board members shall assume office on July 1.
In the event of a vacancy on the Board of Directors, the Board may appoint an individual to serve the remainder of the unexpired term or for a full term, at the Board’s discretion, consistent with maintaining staggered terms and continuity of governance.
Section 1. Nominating Committee
The purpose of the Nominating Committee is to review and credential each candidate whether the candidates meets the qualifications for election to the Board of Directors as set forth in Section B.
The Nominating Committee shall consist of at least three (3), no more than five (5) qualified members of the Association, as defined in Article IV. The President may not serve on the Nominating Committee as a voting member. Membership on the Nominating Committee is not limited to Directors or Officers and may include qualified members of the Association as defined in Article V.
The duration of the Nominating Committee shall serve a limited term each year, generally from March 1 to April 1, concluding upon the submission of its recommended slate of candidates to the Secretary..
Section 2. Qualification for Election
Any qualified member under Article V is eligible for election to the Board of Directors with the following conditions:
Vendors and sponsors of the Association and their employees are not eligible for election to the Board of Directors.
Full membership for at least one year must be attained prior to appearing on the ballot and maintained for the duration of the term.
No individual shall be eligible to be nominated for or elected to hold a position on the Board of Directors if they own, operate, or hold a significant financial or decision-making interest in an entity that directly competes with EdTechRI. The decision of whether or not an entity competes with EdTechRI shall be at the discretion of the Board of Directors.
Article XV. Board Members Emeritus
Board Members Emeritus shall be selected from former members of the Board of Directors who have served with distinction and excellence. Board Member Emeritus shall serve in an advisory capacity for a one (1)-year term. Because this is an honorary and advisory role, service as a Board Member Emeritus is not subject to Board term limits applicable to Directors and may be renewed for successive one (1)-year terms at the discretion of the Board of Directors.
Section 1. Method of Service to the Board
Board Member Emeritus shall provide institutional knowledge, mentor new officers or board members, and work to develop increased institutional capacity.
A Board Member Emeritus shall be entitled to receive all written notices and information which are provided to the Board of Directors, shall attend all board meetings, shall participate in the meetings of any committees in which they serve, and are encouraged to attend all other events conducted by the Association.
A Board Member Emeritus is not a voting member, shall not be counted in determining if a quorum is present at a meeting, and is not entitled to hold office.
Section 2. Eligibility
A Board Member Emeritus must be a current or former member of the Association’s Board of Directors who has completed the term(s) for which they were appointed and has demonstrated distinguished service to the Association. Such service may be evidenced by service in an important leadership role, significant contributions to the Board, or substantial involvement in the Association’s volunteer or advocacy activities..
Section 3. Election
The Executive Committee of the Board will consider potential candidates and may nominate one or more individuals for a Board Member Emeritus position. The Executive Committee will present the nomination(s), along with supporting statements to the Association’s Board of Directors for its consideration. A simple majority vote of Directors at a meeting at which a quorum is present is sufficient to approve an appointment.
Article XVI. Parliamentary Authority
The latest edition of Robert's Rules of Order will govern the Association in all cases in which they are applicable and in which they are not inconsistent with the Association’s 's bylaws or any special rules of order.
Article XVII. Indemnification
As required by and in accordance with R.I. Gen. Laws § 7-6-6, the Association shall indemnify its Officers, Directors, and others acting on behalf of the Association in an official capacity. In addition, the Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Association, or who, while a director, officer, employee or agent of the Association, is or was serving at the request of the Association as a director, officer, partner, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against any liability asserted against such person in any capacity or arising out of such person’s status, regardless of whether or not the Association would have the authority or obligation to indemnify such person against liability under the provisions of the Rhode Island Nonprofit Corporation Act.
Article XVIII. Policies
The Association shall adopt and implement policies in accordance with applicable local, state, and federal laws. Operational procedures, administrative rules, and governance protocols not detailed within these Bylaws shall be established through official Board approved policies. The Board of Directors or the Executive Committee may initiate a policy review or amendment at their discretion. These policies shall be binding on the Association, provided they are not inconsistent with these Bylaws or applicable law.
Article XIX. Amendment of Bylaws
These Bylaws may be amended by a two-thirds (2/3) majority of the voting-eligible members attending a regular or specially called meeting of the Association, or may be included as a referendum style question during electronic elections, provided that notice of the proposed changes has been sent to the membership not less than 30 days prior to the meeting or election.
These Bylaws stand as amended and adopted on May 14th, 2026.
