The Board
Committees
By Laws
NERCOMP History
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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 affairs of the corporation shall be governed by the provisions
of the State of Delaware Non-profit Corporations Act as may be amended
from time to time, or its successor.
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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. Members may be accepted by the affirmative
vote of a majority of the Board of Trustees at any meeting at which
notice of such action is included in the notice of the meeting. The
Board of trustees will also consider membership requests from eligible
institutions that are located outside of the northeast (as defined
above), including those located in Canada.
Section 2. Regular Members
State, municipal or non-profit 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.
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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.
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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 all 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.
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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
In the sole discretion of the Board, elected Trustees shall be elected
prior to each Annual Meeting of the Members, ideally no later than
the January prior to the annual meeting. Appointed Trustees may be
appointed by a majority vote of the Board. The Secretary shall provide
the NERCOMP Institutional Representatives 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. Appointed Trustees
shall serve a term determined by a majority of the Board but in no
case shall that term be longer than that for elected Trustees. The
Board reserves the right, in specific cases, to establish a term for
appointed Trustees that is less than that for elected Trustees. 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. Executive Committee and Other Committees
The Board of Trustees will elect an Executive Committee of the Board
of Trustees, which shall consist of not less than three Trustees
(Chair, Vice-Chair and Treasurer) who shall serve at the pleasure
of the Board of Trustees.
The Executive Committee 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 Executive Committee shall forward a record
of each meeting to each Member of the Board of Trustees 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 other wise 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.
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.
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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, as soon as may be convenient, 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 all 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.
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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 (June 30), the Trustees shall elect
from their own number 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 and Immediate Past Chair
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 at any meeting of the Board of
Trustees, the Vice-Chair shall preside, and in the absence of the
Chair or Vice-Chair at any other meeting at which he/she is to preside,
a temporary presiding officer shall be elected by the meeting. 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 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. 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. Number of Offices Held
Except as otherwise required by law, a person may normally hold only
one office in the corporation.
Section 9. Vacancies
The Board of Trustees may fill a vacancy in any office at any time.
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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.
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ARTICLE IX |
Respecting Certain Contracts and Transactions
No contract or other transaction of the corporation with any one or
more of its Trustees, Members or officers, or with any partnership,
corporation, trust, person or other entity in or with which any one
or more such Trustees, Members or officers may be interested or connected
in any manner, shall in any way be affected or invalidated by reason
of any interest which any such Trustee, Member or officer may have,
provided that such interest shall have been disclosed to or known
by the Board of Trustees or a majority thereof before such contract
or other transaction was authorized or ratified by the Board of Trustees.
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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 defence 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 in 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.
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ARTICLE XI |
Audit
The Board of Trustees shall, at least annually, cause the books and
accounts of the Corporation to be reviewed by an independent certified
public accountant, and in the discretion of the Board of Trustees
to be audited by said independent public accountant.
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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.
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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.
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ARTICLE XIV |
Amendment of Bylaws - Dissolution
Section 1. Amendment
These Bylaws, except as otherwise mandated by incorporation, may be
amended by the affirmative vote of two-thirds of the Trustees holding
office at any regular or special meeting of the Board of Trustees,
provided that the substance of each amendment to the Bylaws be stated
in the notice of the meeting. Section 3, Article II and Section I
of Article XIII may only be amended by the affirmative vote of a majority
of the Members by mail ballot or at a meeting of the Members at which
notice of such action is included in the notice of the meeting.
Section 2. 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 such case, it shall be the duty of the Board of
Trustees to designate by like action on or more of the private or
public entities described in Article Seventh of the Certificate of
Incorporation to which the remaining property and assets of the corporation
shall be transferred and paid over and, if more than one, the proportions
in which such transfer and payment are to be made.
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ARTICLE XV |
Miscellaneous
Section 1. Fiscal Year
The fiscal year of the corporation shall be July 1 to June 30.
Section 2. Financial Matters
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.
Section 3. 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 4. Amendments
The Articles of Incorporation and Bylaws of this corporation may be
amended by a majority vote of the Board of Trustees.
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EDUCAUSE
Read more about our affiliate organization, EDUCAUSE
and how we all work together to further the cause of using technology to
improve academia....
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NERCOMP Annual Conference Tremendous Success
Monday, March 17, 2008
The NERCOMP 2008 Annual Conference was a tremendous success. Over 680 participants from 31 states an...
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