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(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. | 
Bylaws