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 educational technology infrastructure as all as more particularly described in Utah Law.

3. Principal Office

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.

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.
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 his or her term, the Board Chair will consult with the appointing entity with regard to 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 Chair and the Vice Chair shall serve terms, the lengths of which shall be as determined by the Board.
6.3. The Chair shall set the agenda for Board meetings, preside at all Board meetings, and perform other duties as associated with the office.

7. Executive Director

7.1. The Board shall hire an executive director ("Executive Director") for UETN as specified in Utah Law.
7.2. The Board shall determine the salary for the Executive Director.
7.3. The Board shall conduct an annual performance evaluation of the Executive Director.
7.4. The Executive Director shall be an at-will employee.

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 laws.
8.4. Meetings shall be conducted using Robert's Rules of Order Newly Revised (RONR) where consistent with other applicable laws and these bylaws.
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 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 proxy by authorizing another person vote in that Board Member’s stead. Such authorization shall be effective if delivered in writing to the Board Secretary or Board Chair and will be effective when received by such individuals. A proxy must be another Member of the Board.
10.2. 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.
10.3. A proxy may be revoked at any time by delivering a written revocation to one or more Officers of the Board; provided that a proxy is automatically revoked if the Board Member appointing the proxy attends a meeting of the Board.
10.4. A proxyholder’s attendance at a meeting shall count with respect to the formation of a quorum with respect to 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 him/herself and will vacate his/her seat and refrain from discussion and voting on said item.
11.3. Board members are entitled to 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 may request of the appointing entity that a replacement be designated to fulfill the remainder of that member's term of office.

13. Committees

13.1. The Board shall appoint individuals, who are not Board members, 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.

14. Financial Responsibilities

14.1. The Board will maintain an understanding of and guide UETN finances.
14.2. The Board will review, prioritize, and approve UETN's legislative budget request prior to submission to the Governor's Office of Planning and Budget and the Office of the State Legislative Fiscal Analyst.
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 without prior Board approval. Such expenditures shall be reviewed thereafter with the Board.
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

16.1. 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, which shall be open to public inspection at all reasonable times during office hours.

Adopted: June, 2021


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