NERCOMP - Northeast Regional Computing Program

The Board

Committees

By Laws

NERCOMP History


ARTICLE I	Name and Principal Office Section 1. Name of the Corporation The name of the corporation shall be NERCOMP, Inc. The corporation may adopt such trade names as the Board of Trustees shall from time to time determine. All uses of the name of the corporation and all trade names must be approved by the Board of Trustees. Section 2. Registered Office The registered office of the corporation shall be located in the State of Delaware. Section 3. Other Offices The corporation may have offices and places of business in other places within and without the State of Delaware as the Board of Trustees from time to time determine. Section 4. Governing Law The provisions of the State of Delaware Non-profit Corporations Act as may be amended from time to time, or its successor shall govern the affairs of the corporation.

ARTICLE II	Members of the Corporation Section 1. Membership NERCOMP was created to serve the greater northeast United States and will actively recruit Members from the following nine states: Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island and Vermont. New members from the above listed states may be accepted by the affirmative vote of a majority of the Officers. Membership requests from eligible institutions outside the above listed states (including Canada) will be reviewed and approved by an affirmative vote of the majority of the full Board. Section 2. Regular Members State, municipal or non-profit accredited institutions of education, which are authorized to grant degrees, shall be eligible for membership in the organization as Regular Members. The Board of Trustees may also accept other institutions, organizations or agencies as Regular Members if they determine that such an entity would enhance NERCOMP and its goals. Regular Members (henceforth called "Members") shall be entitled to vote for the election of Trustees in accordance with Article V of the Bylaws. The Regular Members shall not be entitled to vote on any other matters. No institution, organization, agency or corporation shall be eligible for membership if its membership would disqualify the corporation from tax exemption under the Internal Revenue Code of the United States as from time to time in force. Section 3. Additional Class of Members By amendment to these Bylaws, the Board of Trustees may designate additional classes of Members, and define qualifications and provisions for admittance. These Members shall have no voting rights, and shall only have rights as designated by the Board of Trustees. By amendment to the Articles of Incorporation the Board may designate additional classes of Members that have specified voting rights and establish qualifications and provisions for admittance. Section 4. Fees and Assessments The Board of Trustees shall establish from time to time a structure of dues to be paid by the Members. Institutions larger than one campus, as well as individual schools and colleges within a single institution may be considered individually in membership at the discretion of the Board of Trustees. Any Member who shall fail to pay any fees or assessments within sixty days from the time specified for payment may be removed from membership on account of such non-payment by the affirmative vote of a majority of the Board of Trustees. A Member who resigns or is removed from membership shall continue to be liable for fees or assessments duly authorized with respect to such membership for the period prior to such resignation or removal. Section 5. Membership Not Assignable Membership in the corporation or any other interest therein shall not be assignable, nor shall membership or any other interest in the corporation pass by operation of law or otherwise to anyone other than the Member. Section 6. Membership Term A Member shall continue during the life of the corporation unless (a) a Member resigns in writing delivered to the Chair or Secretary of the corporation at least sixty days prior to the effective date thereof; or (b) is removed pursuant to procedures and policies established by the Board of Trustees.

ARTICLE III	Member Representatives and Participation Section 1. Voting Representative Each Regular Member shall designate an Institutional Representative who shall be entitled to vote in the election of Trustees as provided in Article V. If there are additional classes other than Regular Members, such Members shall designate representatives to serve without the right to vote. Section 2. Communication with Members The Institutional Representative shall be the conduit for all official communication between the corporation and the Member until such time as the corporation receives conformation that a successor has been named. Section 3. Member Representatives Each Regular Member shall designate Member Representatives whose number, duties, privileges, and responsibilities shall be determined by policy of the Board of Trustees. Voting Representatives shall be Member Representatives Section 4. Autonomy of Members Membership in this corporation shall not infringe upon the autonomy of any Member. Membership in this corporation is not in any manner regarded as conflicting with Members in any other organization.

ARTICLE IV	Meetings of Members Section 1. Annual Meeting As required by non-profit corporation statutes there must be an annual meeting of the Members held during each calendar year. The Chair of the Board of Trustees shall designate the date, time, and place, either within Delaware or outside of Delaware. Section 2. Special Meetings Pursuant to a call signed by the Secretary on written application of not less than 10 percent of the Members or by the Chair of the Board of Trustees special meetings of the Members may be held at any time or place. A call for a special meeting shall specify the time, place and purpose. Section 3. Notice of Annual and Special Meetings At the direction of the Chair, or the Secretary, or the officers calling the meeting, a written or printed notice stating the place, day, hour, and, in the case of a special meeting, the purpose(s) shall be received not less than fourteen (14) or more than thirty (30) days of the meeting date. Notices may be sent personally, by United States mail, by facsimile transmission, or by electronic communication to each Member entitled to vote at such a meeting. If mailed, notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the Member or the Institutional Representative at the address on record with the corporation. If sent electronically, notice shall be deemed delivered when sent to the address on record with the corporation. It is expected that a Member or an institutional representative of the institution will attend the annual meeting. Section 4. Waivers of Notice Notice of the time, place and purpose of any meeting of the Members of the Board of Trustees or of any committee appointed by the Board of Trustees may be waived in writing either prior to or subsequent to the holding of such meeting. The presence of any Member at a meeting, in person or by proxy or by electronic means of attendance, without objection to lack of notice of such meeting, shall also waive notice by such Member. Section 5. Quorum A quorum for the transaction of business at any meeting of the Members shall be at least one-tenth of the votes entitled to be cast represented in person, by person or electronically. Section 6. Proxies A Member can vote by proxy executed in writing and given to another representative of the institution, to another Institutional Representative, or to the Secretary of the Corporation. Such a proxy shall be valid only for that meeting. Section 7. Actions without a Meeting Any action required or permitted to be taken by the Members at a meeting may be taken without a meeting if there is consent in writing setting the action so taken, and signed by a majority of the Members entitled to vote. Such written consents have the force and effect of a unanimous vote of the Members. Section 8. Chair The Chair of the Board of Trustees (or, in absence, the Vice-Chair) shall preside over all annual and special meetings of Members, and in the absence of both the Members will elect a presiding officer pro temp.

ARTICLE V	Board of Trustees and Committees Section 1. Powers of Trustees There shall be a Board of Trustees which shall exercise all the powers and duties of a Board of Trustees; and, shall have the management of the corporation's affairs. Section 2. Number and Types of Trustees The number of Trustees elected by the Regular Members shall not be less than nine (9) and shall be determined by the Board. The number of Trustees appointed by the Board shall not be more than 4 and shall be determined by the Board. The total number of elected and appointed Trustees ought to be an odd number. Section 3. Election of Trustees Trustees shall be elected or appointed prior to each Annual Meeting of the Members, ideally no later than the February prior to the Annual Meeting. The nominating and election process is overseen by the Nominating Committee, which consists of Institutional Representatives, former NERCOMP Board members, and a representative from EDUCAUSE. The NERCOMP Board oversees the appointment process. For elected Trustees, the Nominating Committee shall provide the NERCOMP Institutional Representatives and the NERCOMP Officers with the candidate list including appropriate descriptive information on each nominee via electronic communication (or other manner determined solely by the Board), at least two weeks before the date set for the election. Elections of Trustees shall take place electronically or by other means solely determined by the Board. The results of the election to the Board of Trustees will be announced at the annual meeting of the Members. Elected Trustees shall serve a term of 3 years with the maximum number of consecutive elected terms limited to three. For appointed Trustees, the Board will prepare a candidate list for discussion and action immediately following the close of elections. Appointments are determined by a majority vote of the Board in a manner determined solely by the Board. Appointment of Trustees will occur ideally prior to the Annual Meeting but no later than the Board Meeting immediately following. Appointed Trustees shall serve a term determined by a majority of the Board but in no case shall the number of consecutive terms exceed that of a regular elected term. The terms for Trustees shall commence at the conclusion of the Annual Meeting of the Members. Trustees shall hold office until the final adjournment of the Annual Meeting in the year in which their term expires, or until a replacement is elected or appointed. No vacancy shall be deemed to exist in the Board unless and until the number of Trustees in office falls below the number so fixed in Article V, Section 2 of these Bylaws. Section 4. Officers of the Corporation and Other Committees The Board of Trustees will elect Officers of the Corporation which shall consist of not less than four Trustees (Chair, Vice-Chair, Treasurer, and Secretary) who shall serve at the pleasure of the Board of Trustees. The Officers shall have and may exercise all the powers vested in the Board of Trustees during the intervals between meetings thereof unless the Board of Trustees shall otherwise determine, and may determine the manner of holding and calling its meetings and of giving notice thereof. The Officers shall forward a record of each meeting to each Member of the Board of Trustees upon request and shall make such other reports as the Board of Trustees may from time to time require. The Board of Trustees may also elect at any time other committees, the Members of which shall be elected from or outside of the Board of Trustees and shall serve at its pleasure. Such committees shall have and may exercise such powers and duties as the Board of Trustees may determine. Each such committee, unless the Board of Trustees shall otherwise direct, may determine the manner of holding and calling its meetings and of giving notice thereof. Each such committee shall provide a record of each meeting to the Board of Trustees and shall make such other reports as the Board of Trustees may require. Section 5. Resignation and/or Removal Any Trustee may resign upon written notice to the Chair, Secretary or Board of Trustees. Such resignation shall be effective as of the date of receipt of the written notice or at whatever future date is specified. A Trustee may be removed from office with or without cause at any time by the affirmative vote of two-thirds of the Board of Trustees. Section 6. Compensation Members of the Board of Trustees shall receive no compensation for their services in this capacity but may be reimbursed for out-of-pocket expenses reasonably incurred in connection with meetings or other business of the corporation. In order to receive reimbursement, expenditures must be approved in advance by the Officers, and cannot exceed $1,000 without the approval of the majority of the full Board. Section 7. Vacancies Vacancies on the Board of Trustees that need to be filled by reason of an increase in the number of Trustees may be filled by a majority vote of the remaining Members of the Board of Trustees. A Trustee appointed to fill a vacancy shall be appointed to serve the unexpired term.

ARTICLE VI	Board of Trustee Meetings Section 1. Quorum of Trustees and Action by the Board A majority of the number of Trustees in office shall constitute a quorum for the transaction of business. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board. Section 2. Meetings of the Board of Trustees The Board of Trustees shall call an annual meeting for Members. Regular meetings and special meetings may be called at the direction of the Chairman of the Board, the Vice-Chairman, or the Secretary, and a special meeting shall be called upon the written request filed with the Secretary of two or more of the Trustees. Regular and special meetings may be held at such place within or without the State of Delaware and upon such notice as may be prescribed by resolution of the Board of Trustees. The Board of Trustees shall forward to each Member, upon request, a record of each meeting of the Board of Trustees setting forth in reasonable detail the business transacted. Section 3. Notice and Waiver Whenever written notice is required to be given to a Trustee, it may be given either personally or by sending a copy through the mail, by facsimile, or by electronic communication, charges prepaid to the address supplied by the Trustee to the corporation for the purpose of notice. Whenever notice is required, a waiver in writing signed by the Trustee or Trustees entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. A Trustee's attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the Trustee for the purpose of objecting to the notice of the meeting. Section 4. Action without a Meeting Any action that may be taken at a meeting may be taken without a meeting if consent in writing or via electronic means, setting forth the action taken, were signed by a majority of the Trustees entitled to vote with respect to the matter. Section 5. Participation The Trustees may participate in a meeting of the Board of Trustees or a committee of the Board by means of conference telephone or by any means of communication, including but not limited electronic communication, by which all persons participating in the meeting are able to communicate simultaneously with one another, and such participation shall constitute presence in person at the meeting. However, a board Member must attend at least one board meeting per year in person. Section 6. Proxy There shall be no proxy voting by the Trustees.
ARTICLE VII	Officers Section 1. Officers of the Corporation The officers of the corporation shall consist of the Chairman of the Board, a Vice-Chairman, a Secretary and a Treasurer. Except as otherwise provided by law or by these Bylaws, the officers shall have such duties as the Board of Trustees may determine. Section 2. Election Prior to the end of the fiscal year, the Trustees shall elect from their own the Officers of the Corporation: a Chairman of the Board, a Vice-Chairman, a Secretary and a Treasurer. All officers must be elected, not appointed, Members of the Board. The term for Chairman, Vice-Chairman and Secretary shall be one (1) year. The term for Treasurer shall be at the discretion of the Board and may be different than that for other officers, but shall not exceed three (3) years. The term for each officer shall begin at the conclusion of the meeting at which the election is held. Section 3. Duties of Officers The Officers shall have such duties in connection with the operation of the corporation as generally pertain to their respective offices, as well as such powers and duties as from time to time may be delegated to them by the Board of Trustees. Section 4. Chair of the Board The Chair of the Board shall preside at all meetings of the Members and of the Board of Trustees unless the Chair or Board designates another person to preside and, subject to the supervision of the Board of Trustees, shall perform all duties customary to the office of the Chair. In the absence of the Chair or Vice-Chair at any other meeting at which he/she is to preside, the meeting shall elect a temporary presiding officer. Section 5. Vice-Chair In the event the Chair is unable to serve or perform duties delegated to the Chair, the Vice-Chair shall serve in the Chair's place. In the absence of the Chair at any meeting of the Board of Trustees, the Vice-Chair shall preside. The Vice-Chair is also responsible for staff performance reviews of the paid staff, in conjunction with the other elected Officers. The Vice-Chair may have such additional duties as delegated by the Board of Trustees. Section 6. Secretary The Secretary shall (1) have the custody of the corporate seal and shall keep the permanent records, paper and/or otherwise as designated by the Trustees, of the corporation and have them available for inspection by any Trustee or Member at all reasonable times, (2) be responsible for the minutes of the corporation, (3) service all notices of the corporation, (4) shall keep an updated list of Members, and (5) shall perform such other duties as may be directed from time to time by the Board of Trustees. The Secretary shall attest and affix the seal of the corporation to an instrument of which the execution under seal shall be required, unless some other officer or officers shall have been authorized so to act. Section 7. Treasurer The Treasurer shall have custody of the funds of the corporation and shall keep accurate records thereof, and of all receipts and disbursements, subject to the direction of the Board of Trustees. The Treasurer shall have the power to authorize in writing any one or more of the officers or employees of the corporation, in addition to himself, to draw checks and to disburse the funds of the corporation under his/her supervision, and shall, if required by the Board of Trustees, furnish a bond for the faithful performance of his/her duties. The Treasurer shall render a statement of the financial condition of the corporation at each regular meeting of the Trustees and at such other times as the Trustees shall require. All books and records of the Treasurer shall be open to the inspection of any Trustee or Member. The Treasurer shall, at least once a year, and whenever requested by the Board of Trustees, render an account of all receipts and expenditures and submit a schedule showing all property and investments of the corporation and the changes, if any, since his/her last report. The Treasurer shall perform such other duties as may be directed from time to time by the Board of Trustees and perform all other duties pertaining to the office of Treasurer. Section 8. Immediate Past Chair The Immediate Past Chair of the Board serves at the pleasure of, and in an advisory role to, the Chair of the Board as a non-voting, ex-officio Member of the Board for the one-year period beginning with the conclusion of their term as Chair. Should the Immediate Past Chair be an elected or appointed Member of the Board, then they shall have all of the rights and privileges associated with their elected or appointed status, including voting. If the Immediate Past Chair is not an elected or appointed Member of the Board they may attend board meetings as requested. The Immediate Past Chair of the Board may have such additional duties as delegated by the Board of Trustees. Section 9. Number of Offices Held Except as otherwise required by law, a person may normally hold only one office in the corporation. Section 10. Vacancies The Board of Trustees may fill a vacancy in any office at any time.
ARTICLE VIII	Government Contracts No contract shall be entered into with the United States Government, no proposal shall be made to the United States Government and no grant shall be accepted from the United States Government without an express vote of authorization of the Board of Trustees or of the Executive Committee in each case. Any such vote shall specify the officer or officers of the corporation who shall have the power to execute such contract, proposal or acceptance and affix thereto the seal of the corporation, or shall specify one or more officers authorized to designate the officer or officers of the corporation who shall have the power to execute such contract, proposal or acceptance and affix thereto the seal of the corporation.
ARTICLE IX	Respecting Certain Contracts and Transactions No Board member should have any beneficial interest in, or substantial obligation to, any supplier of goods or services or any other organization that is engaged in doing business with or serving NERCOMP unless it has been determined by the Board, on the basis of full disclosure of facts, that such interest does not give rise to a conflict of interest. Board members are required to sign a conflict of interest statement annually.
ARTICLE X	Indemnification of Members, Trustees and Officers The corporation shall indemnify its officers and former officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which any of them is made a party by reason of being or having been an officer of the corporation, except in relation to matters as to which any such officer or former officer shall be adjudged in such action, suit or proceedings to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of the Members or Board of Trustees, or otherwise. The provisions of this Article shall apply to each Member and its representative and each person who is a Trustee, Member of any committee or officer of the corporation, each of whom is included in the words "officer" and "officers" wherever used herein.
ARTICLE XI	Financial Section 1: Budget The Board shall adopt a financial plan annually and shall keep true and accurate books of account. The financial plan must cover a minimum of a five-year period; year one relates to the year in which the budget comes into force, years two through five are the following four years. Each year, the financial plan from the previous year remains in place until the financial plan for the current year is adopted. Section 2: Tax Exempt NERCOMP is organized exclusively for charitable, educational and/or scientific purposes under section 501 (c)(3) of the Internal Revenue Code. No part of NERCOMP’s net earnings shall inure to the benefit of, or be distributed to its members, trustees, 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 hereof. The Corporation may not enter into any transaction that causes the Corporation to lose its status as a tax-exempt organization under section 501(c)(3) of the Code. Section 3: Fiscal Year The Board shall have the authority to change the fiscal year of the Corporation. Unless otherwise modified by the Board, NERCOMP’s fiscal year runs from July 1 through June 30. Section 4: Membership Dues Membership dues will be paid annually to NERCOMP at the beginning of NERCOMP’s fiscal year. Membership dues income may not rise by more than 5% annually. All increases to membership dues must be approved by a 2/3rds majority vote of the Board and must be communicated to the NERCOMP membership at least 6 months prior to the start of NERCOMP’s fiscal year. For those classes of membership subject to annual dues, the annual dues shall cover the period of July 1 through June 30. Section 5: Expenditures Must Not Exceed Revenues The financial plan must not plan for a "deficit". For each year of the plan, the total of proposed expenditures and transfers to other funds must not exceed proposed funding sources plus transfers from other funds. If actual expenditures and transfers to reserves exceed actual revenues and transfers from other funds in any one year, the resulting deficiency must be included as an expense in the financial plan for the next year. Section 5.1: Emergency Exceptions The NERCOMP Board has the authority to approve expenditures beyond what have been budgeted in order to deal with an "emergency" situation. In this case, expenditures should be made as demanded by the situation. The financial plan must then be amended as soon as possible afterwards to reflect the expenditures and funding sources for the expenditures. Section 5.2: Opportunity Exceptions The NERCOMP Board has the authority to approve expenditures beyond what have been budgeted to take advantage of unplanned opportunities that may arise after the fiscal year budget has been approved. “Opportunity” expenditures should be reallocated to the extent possible from other sources within the operating budget. The financial plan must then be amended as soon as possible afterwards to reflect the expenditures and funding sources for the expenditures. The bylaws do not define what constitutes an "emergency" or an “opportunity”. The Board is required to establish procedures to authorize expenditures to deal with emergencies and/or opportunities for the reporting of such expenditures. Such procedures should be developed and put in place should either of these exceptions arise. Section 6: Disbursement of Funds All checks, drafts and orders for payment of money shall be signed in the name of the corporation by such officers, agents, or persons as directed by the Board of Trustees. Financial transactions that have a value of $10,000 or more shall require majority approval of the Board Officers. In all other transactions, the Treasurer may dispense the Corporation’s funds in accordance with the budget and resolutions approved by the Board and set out in the articles of the incorporation and these bylaws. Section 7: Reserve Fund / Investment Policy The Treasurer will develop policies for reserve funds and investments which the Board will review on an annual basis. Section 8: Gifts The NERCOMP Officers have the power to direct the Corporation to accept or refuse gifts, as they determine to be in the Corporation’s best interest. Section 9: Books and Records The Board shall establish policies and procedures to ensure that proper and adequate controls of NERCOMP’s financial affairs exist. There shall be an annual financial audit of NERCOMP’s financial books and records by a properly accredited independent Certified Public Account, to be approved by the Board Officers. Section 10: Dissolution Subject to the requirements of law and of the Certificate of Incorporation, the Corporation may at any time dissolve and wind up its affairs by the affirmative vote of a majority of its Board of Trustees and two-thirds of its Members. In the event of dissolution, the residual assets of the Corporation will be conveyed to one or more organizations which themselves are exempt as organizations described in Section 501 (c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code. Preference must be given to an organization that is organized for similar purposes and benefits the higher education community.
ARTICLE XII	Committee and Task Forces To the extent permitted through incorporation, the Board of Trustees may create and delegate responsibilities to committees, task forces, subcommittees, advisory panels and other such groups to work in areas of significant interest to the Corporation. Unless authorized to act on behalf of the Trustees, such groups need not be composed of Trustees or Members of the corporation.
ARTICLE XIII	Seal and Offices The seal of the corporation shall be circular in form and shall bear the name of the corporation and the state and year of its incorporation. In addition to the principal office in the State of Delaware, the corporation shall have offices at such other places within or without the State of Delaware as may be determined by the Board of Trustees.
ARTICLE XIV	Miscellaneous Section 1. Other Rules The Board of Trustees may, by resolution entered in the minutes of its meetings, provide for other and further rules for the conduct of the affairs of this corporation not inconsistent with these Bylaws. The Board adopts ROBERT'S RULES OF ORDER, as revised, as the guideline for conducting meetings, unless otherwise provided by the corporation or its committees. Section 2. Amendments The Articles of Incorporation and Bylaws of this corporation may be amended by a majority vote of the Board of Trustees.


	EDUCAUSE Read more about our affiliate organization, EDUCAUSE and how we all work together to further the cause of using technology to improve academia....


	Board of Trustee Election Wednesday, March 10, 2010 The Board of Trustees election is complete. We are happy to announce that the following people have ...

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