(Approved by RILINK Advisory Board 1/10/00)

MISSION

To assist schools in their efforts to "close the gaps" in student learning by giving Rhode Island's K-12 students, faculty and staff increased access to school library media center materials.

VISION

To encourage Rhode Island students to acquire life-long patterns of learning and to become effective users of ideas and information.

ARTICLE I
GENERAL

SECTION 1.1. Name and Description
The Project shall be named the Rhode Island Library Information Network for Kids, herein after referred to as RILINK.  RILINK provides resource sharing among school library media centers, subject-based access to authoritative Internet web sites, and interlibrary loan by email, using the Library of Rhode Island (LORI) delivery system.

SECTION 1.2. Membership
Membership in RILINK consists of each school library in Rhode Island whose library media specialist, principal and/or superintendent has signed the RILINK Member Agreement.

SECTION 1.3. Scope
Subject to limitations provided by law, these Bylaws, as amended from time to time, shall contain the provisions for regulation and management of the affairs of the RILINK Project.

SECTION 1.4. Purpose
RILINK is a statewide network of cooperating school library media centers in the State of Rhode Island.  Its purpose is to provide information to members through a computerized, shared bibliographic database, circulation system, on-line public access catalog and related services.  The database and services are intended to serve the needs of the members and their patrons and to promote and aid, through appropriate access, the development of a statewide bibliographic database system of resource sharing among school library media centers.

SECTION 1.5. Powers
The Project shall have the power, either directly or indirectly, either alone or in conjunction or cooperation with others, to perform any and all lawful acts and things, to engage in any and all lawful activities which may be necessary, or convenient to effect any or all of the purposes for which the Project is organized, and to aid or assist other organizations whose activities are such as to further accomplish, foster, or attain any of such purposes.

SECTION 1.6. Relationship with East Bay Educational Collaborative
The RILINK Project is under the auspices of the East Bay Educational Collaborative, herein referred to as EBEC, which is a non-profit organization under the meaning of Section 501 c (3) of the Internal Revenue Law (the "Code").  RILINK agrees to adhere to the rules and governance of EBEC as a not-for-profit corporation. The RILINK Governing Board shall pay for services delineated in an annual agreement negotiated with EBEC.
Nothing in these Bylaws is intended to preclude the RILINK Project from disassociating from the East Bay Educational Collaborative, with appropriate notice, and all rights to the RILINK name, logo, bibliographic database, and all materials or equipment purchased by the RILINK Project will remain the exclusive property of the RILINK Project.

SECTION 1.7. Fiscal Agent
Except as otherwise provided, all checks, drafts, bills of exchange or other orders for the payment of money, obligations, notes, or other evidences of indebtedness, bills of lading, warehouse receipts and insurance certificates of the Project, shall be signed or endorsed by officer(s) or employee(s) of the East Bay Educational Collaborative which serves as the fiscal agent for the Project.

SECTION 1.8. Fiscal Year
Except as from time to time otherwise provided by the Governing Board, the Project shall have a fiscal year beginning with July 1 and ending with June 30.

SECTION 1.9. Distribution of Assets
Upon the dissolution of the RILINK Project, all assets will be inventoried.  East Bay Educational Collaborative, as the fiscal agent for RILINK and as the Corporation under which RILINK operates, will take control of the assets for the purpose of determining their distribution.  Officers of the RILINK Governing Board will be consulted.  The assets will then be distributed in a fair and equitable manner to all appropriate parties, including RILINK member schools in good standing.

ARTICLE II
GOVERNING BOARD

SECTION 2.1. General Powers.
The property, affairs and business of the Project shall be governed by a Governing Board, which shall have, and may exercise, all of the powers of the Project expressed in these Bylaws.  Actions by the Governing Board shall be subject to the approval of the EBEC Board of Directors.

SECTION 2.2. Membership and Number
The Governing Board shall not number less than three (3) or more than twenty (20) members.  Initially, the Board shall consist of at least one library media specialist who has signed the Member Agreement (or his/her appointee) from each of the following member groups: The East Bay Educational Collaborative, the Southern Rhode Island Collaborative, the Northern Rhode Island Collaborative, the West Bay Collaborative; the Providence School Department, and the independent and/or parochial schools. The Executive Director shall be a non-voting member of the Governing Board. In addition, there shall be a representative of the EBEC Corporation, and may also include the two founding members of RILINK; however, it is understood that these two persons shall not have a vote if either of them is serving as Executive Director.  Participating institutions located in Rhode Island may be designated or removed by the Board from time to time.

SECTION 2.3. Appointment and Term of Office
RILINK member school library media specialists in the above specified member groups shall meet and decide among themselves, at least one month prior to the annual meeting, who will represent the group on the Governing Board. Each person shall participate in RILINK affairs as individuals and shall not be required to seek guidance from the participating institutions prior to voting on RILINK matters.
Members of the Governing Board shall serve for at least a two (2) year term or until their successors are appointed. Terms for the RILINK representatives of The East Bay Educational Collaborative, the Southern Rhode Island Collaborative, and the Northern Rhode Island Collaborative member groups shall expire in odd years, beginning 2003. Terms for the RILINK representatives of the West Bay Collaborative; the Providence School Department, and the independent and/or parochial schools representatives will expire in even years, beginning in 2002.  The founding members will serve unlimited terms unless amended by the Bylaws.  A representative of the East Bay Educational Corporation shall be represented on the Governing Board as long as RILINK serves under its  auspices.

SECTION 2.4. Officers of the Governing Board
All officers must be members of the Governing Board.  The officers shall be Chairperson, Vice-Chairperson, Secretary, Treasurer, Executive Director and such other officers as the Board may deem necessary.  When duties do not conflict, one person, other than the Chairperson, may hold more than one of these offices.

SECTION 2.5. Powers of Governors
Members of the Governing Board are referred to as Governors. Subject to the Bylaws as herein set forth, all powers of the Project shall be exercised by or under the authority of, and the business and affairs of the Project shall be controlled by, the Governing Board, in accordance with the norms and with the approval of the Board of Directors of the East Bay Educational Collaborative. Without limiting the generality of the foregoing, the Governors shall have the following powers in accordance with the prevailing norms of the East Bay Educational Collaborative:
 a.) To select and remove all other officers, agents, the Executive Director and other employees of the Project; to prescribe such powers and duties for them as may not be inconsistent with law, or with the Bylaws; to fix their compensation.
 b.) To conduct, manage and control the affairs and business of the Project and to make certain rules and regulations, therefore, not inconsistent with law, or with the Bylaws, as they may deem best.
 c.)  To change the principal office for the transaction of the business of the Project from one location to another within the same State; to designate any place within or without the State of Rhode Island for the holding of any Governing Board meetings.
d.) To invite participating member groups to appoint an individual to serve on RILINK's Governing Board and
e.) To elect a slate of officers at the Annual Meeting of the Project.

SECTION 2.6. Officers of the Governing Board
The Chairperson
The Chairperson shall serve for a two-year term and may be renewed by vote of the Governing Board.  The Chairperson shall conduct all meetings, appoint committee chairpersons and instruct them on their responsibilities, act as a representative of RILINK and shall assist the Executive Director to fulfill the mission of the organization.
b.) The Vice -Chairperson
 The Vice-Chairperson shall serve for a two-year term and may be renewed annually by a vote of the Governing Board.  The Vice-Chairperson shall replace the Chairperson in the absence of same and shall assist the Chairperson in fulfilling the responsibilities of that office.  The Vice-Chairperson shall succeed to the Chair if an unexpired term is less than twelve months.
c.)  The Secretary
 The Secretary shall serve for a two-year term and may be renewed annually by a vote of the Governing Board.  The Secretary shall be responsible for keeping accurate and permanent notes of all meetings of the Governing Board and the Annual Meeting; shall publish the minutes of each meeting and distribute these minutes to the Board of Governors; shall be responsible for publishing the Executive Director's annual report to be distributed to all RILINK members, and shall serve as custodian of all currently approved policies and procedures.
d.)  The Treasurer
 The Treasurer shall serve for a two-year term and may be renewed annually by a vote of the Governing Board.  The Treasurer shall coordinate all RILINK financial business with the Business Manager of EBEC.  In addition, the Treasurer shall co-chair with the Director the Budget and Finance Committee; work with the Director to prepare and present the annual budget to be approved by the Governing Board; approve expenditures as authorized by the Governing Board; report on the financial status of RILINK to the Governing Board at least quarterly.

SECTION 2.7. The Executive Director
The Executive Director shall be appointed indefinitely by the Governing Board as a paid employee to serve as the chief executive officer for the day to day operations of RILINK.  He or she will sit on the Governing Board as a non-voting member.

SECTION 2.8. Other Officers
Other officers, if any, shall be elected annually by the Governing Board of the Project.  Each such other officer shall be elected or appointed to serve a two (2) year term, and until a successor shall have been duly elected and qualified, or until he or she is deceased or resigns.

SECTION 2.9.  Other Committees of the Project
The Governing Board may create other committees, having such duties, as they may in their discretion determine.  The members of these committees shall be appointed by the Board and need not be members of the Governing Board. Each such committee shall report to the Board and shall have no power to bind the Project.  Except as the Governing Board may otherwise determine, each such committee may make rules for the conduct of its business but, unless otherwise provided by the Board or in such rules, its business shall be conducted in the same manner, to the extent possible, as is provided by these Bylaws for the Governing Board.

SECTION 2.10. Election of Officers
The Governing Board (Executive Director excepted) shall elect the Chairperson, Vice-Chairperson, Secretary, Treasurer, and other officers the Board deems necessary for a term of two (2) years from among the members of the RILINK Board.  This election shall occur at the Annual Meeting, and initially at the first official organizational meeting, provided that all organizers be notified of that meeting one (1) month prior to that meeting and that a quorum be present.
 Each officer, whether elected at the Annual Meeting, or to fill a vacancy, or otherwise, shall hold office until his/her successor shall be elected and qualified unless prior thereto the term of such officer shall have ended by death, resignation, removal or other disqualification.
The Nominating Committee shall consist of a chairperson and three members appointed by the Governing Board and shall submit a proposed slate of officers to the RILINK membership for approval at least one month in advance of any meeting at which such election shall take place.  Provision shall be made on the ballot for write-in candidates. The Nominating Committee chairperson shall act as ballot counter and shall be responsible for publishing the election results to the Board of Governors and the RILINK membership.

SECTION 2.11. Removal from Office
Any elected officer may be removed for cause by the vote of a two-thirds (2/3rds) majority of the RILINK Governing Board present at a meeting called for that purpose.

SECTION 2.12. Resignation
Any officer may resign at any time by giving written notice to the Governing Board or to the Secretary.  Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

SECTION 2.13. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Governing Board at any regular or special meeting.

SECTION 2.14. General Powers
Each officer shall, subject to these Bylaws, have, in addition to the duties and powers herein set forth, such duties and powers as are common to that office, and such duties and powers as the Governing Board shall from time to time designate.

SECTION 2.15. Compensation
No Board Member shall receive any compensation for his or her services as a member of the Governing Board; provided, however, that any Board Member may be reimbursed for necessary expenses incurred by him or her in the performance of duties as a member of the Board.

ARTICLE III
MEETINGS OF THE RILINK GOVERNING BOARD

SECTION 3.1. Meetings
There shall be a minimum of six (6) meetings annually of the RILINK Governing Board.  One of those meetings shall be designated as the Annual Meeting.

SECTION 3.2. Place of Meetings
All meetings of the RILINK Board shall be held with due notice at the principal office or at such place as is stated in the notice.

SECTION 3.3. Electronic Meetings
A quorum of the members of the Board may participate in a meeting by means of a conference telephone call or use of similar communications equipment, provided that all Board Members participating in such a meeting can hear each other.  Such participation shall be deemed to constitute presence in person at a meeting.  All of the provisions of these Bylaws pertaining to meeting procedure shall apply to such meetings.

SECTION 3.4. Quorum
A quorum shall consist of the number of RILINK Board members present for a meeting.  The members present at a duly noted meeting at which a quorum is present may continue to do business until adjourned notwithstanding the withdrawal of any member. Attendance and voting at meetings of the members shall be in person only, and not by proxy.

SECTION 3.5. Agenda and Records
There shall be an agenda for any meeting of the Governing Board.  A fair, accurate and complete record of the meetings shall be kept.

SECTION 3.6. Members
Each member of the RILINK Governing Board (except the Executive Director) shall have one vote. The Chairperson, or alternate, of the RILINK Board shall preside at all Board or member meetings.

SECTION 3.7. Proceedings
Robert's Rules of Order shall govern all meetings of the Governing Board as to procedure, except to the extent law or these Bylaws may expressly provide the contrary.

SECTION 3.8. Contracts
Board of Directors of The East Bay Educational Collaborative may authorize the Governing Board to delegate to Project officer(s), agent(s) or employees of the Project to enter into any contract or execute and deliver any contract or other instrument in the name and on behalf of the RILINK Project, and such authority may be general or confined to specific instances.  Unless authorized so to do by these Bylaws or by the Governing Board, no officer, agent or employee shall have any power or authority to bind the Project by any contract or engagement, or to pledge its credit, or to render it legally or financially liable for any purpose or to any amount.
 

ARTICLE IV
MEMBERSHIP

SECTION 4.1. General Membership
General membership shall consist of all library media specialists from each participating RILINK school which has a signed Member Agreement.  The general membership will meet at least annually for the purpose of electing the Governing Board. This meeting shall be designated the Annual Meeting.

SECTION 4.2. Termination of General Membership
General membership will terminate when the participating RILINK school ceases to be a member, as
specified in the Member Agreement.

SECTION 4.3. RILINK Member Agreement
All schools participating in the RILINK Project must have a signed Member Agreement and pledge to uphold the various clauses of the Agreement and of these Bylaws.

SECTION 4.4. RILINK Member Agreement Termination
A Member may terminate its participation in RILINK for any reason, effective at the beginning of any fiscal year (that is, July 1) by giving at least six months prior notice (that is, on or before December 31 of the preceding calendar year) in writing to the Chairperson of the Governing Board and to the Executive Director of RILINK, and by paying applicable membership costs to RILINK through the date of termination. The Member Agreement shall end upon the termination of the membership in RILINK, in the manner specified and provided for in the Member Agreement.
Any member of the Governing Board may recommend to the membership termination of a Member for failure to fulfill the requirements of the Member Agreement.  If the Governing Board determines that there may be cause to terminate the Member, the Chairperson and the Executive Director shall provide written notice to the Member who shall have an opportunity to respond at the next RILINK meeting, or at a meeting called for that purpose.  Termination shall require a two-thirds (2/3rds) majority vote of the Governing Board.

ARTICLE V
AMENDMENT OR REPEAL

These Bylaws may be amended, repealed, or added to by vote of two-thirds (2/3rds) of the RILINK members at the Annual Meeting or at any meeting called for that purpose, provided that the notice of such meeting shall specify in writing a description and explanation for the proposed amendment or repeal of Bylaws. These Bylaws, as approved, amended, repealed or added to are subject to approval by a majority vote of the Board of Directors of the East Bay Educational Collaborative.