1. Name and Authorization

1.1. The name of the organization is Utah Education and Telehealth Network (UETN) as authorized by Utah Code Annotated 53B-17-101, et seq; hereinafter referred to as "Utah Law."

2. Purpose

2.1. The purpose of UETN is to coordinate and support Utah's education and telehealth technology infrastructure as more particularly described in Utah Law.

3. Principal Office and Websites

3.1. The principal office of UETN shall be the Dolores Doré Eccles Broadcast Center at 101 Wasatch Drive, University of Utah, Salt Lake City, Utah 84112. 3.2 The principal website for telehealth is UTN.org, the principal website for all other services and constituents is UEN.org. For governance, the website is UETN.org.

4. Administrative Manager

4.1. The University of Utah shall provide administrative support for UETN as contemplated in Utah Law and the Memorandum of Understanding dated September 24, 2015.

5. Governing Board

5.1. The governing board of UETN (the "Board") shall be composed as specified in applicable Utah Law.
5.2. Board members shall serve staggered four‐year terms except as specified otherwise in Utah Law. Terms will align with the UETN fiscal year July 1 to June 30.
5.3. Board members may be reappointed for additional terms at the discretion of the appointing entity (e.g., Board of Education, Governor, Commissioner).
5.4. If a Board member is unable to complete their term, the Board Chair or Executive Director will consult with the appointing entity to identify an appropriate individual to complete the term.

6. Officers

6.1. The officers of the Board shall consist of a Chair and Vice Chair both to be elected by the Board.
6.2 The election will be among current Board members, and the Chair and Vice Chair must not belong to the same representative group.
6.3. The Chair and the Vice Chair shall serve terms, the lengths of which shall be determined by the Board.
6.4. The Chair shall set the agenda for Board meetings, preside over all Board meetings, and perform other duties as associated with the office.
6.5 The Vice Chair will perform the duties and have the powers of the Chair in the event of the Chair’s absence.
6.6 If a Chair or Vice Chair position becomes vacant, the Board will conduct an election to fill the vacancy for the remainder of the vacating person’s term.
6.7 There is no limit to the number of consecutive terms a Chair or Vice Chair may serve. Efforts should be made to ensure continuity, leadership development, and considerations of staggered terms.

7. Executive Director

7.1. The Board shall hire an executive director ("Executive Director") for UETN as specified in Utah Law.
7.2. In coordination with the University of Utah as Administrative Manager, the Board shall determine the salary for the Executive Director.
7.3. The Board shall conduct an annual performance evaluation of the Executive Director.

8. Meetings

8.1. Meetings will be held at a schedule and location to be agreed upon by the Board.
8.2. Special meetings may be held at any time when called for by the Chair or a majority of Board members.
8.3. Meetings shall be held in compliance with applicable open meeting and other laws.
8.4. Meetings shall be conducted using procedures for the orderly process of meetings as the Chair may implement.
8.5 Meetings may be held by means of a conference using electronic communication. A specific means of participation shall be established for each such meeting and any Board member or Board member’s proxy participating in the meeting via such means, or who is physically present at the meeting location, shall be counted as present at the meeting for purposes of establishing a quorum.

9. Quorum and Voting

9.1. A majority of Board members constitutes a quorum.
9.2. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
9.3. Passage of a motion requires a simple majority (i.e., one more than half the members present).

10. Proxies

10.1. A Board member may appoint a temporary proxy for Board meetings and official actions of the Board.
10.2 Such authorization shall be effective if delivered in writing to the Executive Director or Board Chair prior to the meeting and will be effective when received by such individuals and noted in the minutes of the meeting.
10.3 A proxy may be another Member of the Board or a person from the group the Board Member is representing.
10.4. A Board Member appointing a proxy may limit the proxyholder’s authority in any way, including limiting the scope of matters on which the proxyholder may vote and the duration of the proxyholder’s authority; if a proxy is not so limited, the proxyholder shall have the same rights to vote as the Board Member that authorized the proxy.
10.5. A proxy may be revoked at any time by delivering a written revocation to the Executive Director or Board Chair; provided that a proxy is automatically revoked if the Board Member appointing the proxy attends a meeting of the Board.
10.6. A proxyholder’s attendance at a meeting shall be counted with respect to the formation of a quorum for any matters within the scope of the authority of the proxyholder.

11. Standards of Conduct

11.1. The Board shall comply with all applicable federal and state laws and regulations, including, without limitation, the Utah Public Officers' and Employees' Ethics Act.
11.2. 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 themselves and will vacate their seat and refrain from discussion and voting on said item.
11.3. Board members are entitled to the protections of Utah law including the Governmental Immunity Act.

12. Replacement of Board Members

12.1. If the Board determines that a Board member is no longer fulfilling the obligations of the position, and notice has been given as determined by the Board, then the Chair or Executive Director may request of the appointing entity that a replacement be designated to fulfill the remainder of that member's term of office.
12.2. If the Board member leaves the organization they represent (e.g., retirement, other employment) then the appointing entity, in consultation with Chair or Executive Director will identify a member for the remainder of that person’s term.

13. Advisory Councils

13.1. The Board shall appoint individuals, to be members of the Utah Telehealth Advisory Council and to the Utah Education Advisory Council, all as described in Utah Law. After July 1, 2015 the Board may, at its discretion, combine these two advisory councils.
13.2. The Board may appoint standing and ad hoc committees as needed.
13.3 The Board will adopt Procedures for the Advisory Councils and Committees consistent with Utah Law.

14. Financial Responsibilities

14.1. The Board will maintain an understanding of and guide UETN finances.
14.2. The Board will review and prioritize UETN's legislative budget request.
14.3. The Board will review and approve annual UETN budgets.
14.4. The Board authorizes the Executive Director to make emergency expenditures to maintain operations as necessary.
14.5. Financial governance of UETN shall follow practices of the administrative manager as contemplated in Utah Law UCA53B-¬‐17-¬‐102(2) whose fiscal year begins July 1 and ends June 30.

15. Amendment of Bylaws

15.1. These bylaws may be amended or repealed by a majority two-¬‐third vote of the Board members at any meeting provided a copy of the proposed amendment(s) are provided to each Board member at least one month prior to said meeting.

16. Inspection of Bylaws

The Board shall keep in its principal office and on the UETN website the original or a copy of these bylaws, as amended or otherwise altered to date, certified by the Chair of the Board and the Executive Director.

Adopted: February, 2024