About RINET 
Policies By-laws
BY-LAWS
Revised:
August, 2002
PREAMBLE
We, the members of the Rhode Island Network for Educational Technology, Inc., associate ourselves to provide high quality and affordable technology services to Rhode Island public, independent non-profit, and parochial schools, public and non-profit libraries, and other public schools.
GENERAL
SECTION 1.1. Name
The
Corporation shall be named the Rhode Island Network for Educational Technology,
Inc., herein after referred to as RINET.
SECTION 1.2. Membership
Membership
in the Corporation shall consist of all the appointed members of the Board of
Directors of RINET.
SECTION 1.3. Scope
Subject
to limitations provided by law or the Articles of Incorporation of RINET, these
By-Laws, as amended from time to time, shall contain the provisions for
regulation and management of the affairs of the Corporation. All references
herein to the Articles of Incorporation shall be construed to mean the Articles
of Incorporation of the Corporation as they may be amended from time to time.
SECTION 1.4. Purpose
Said
Corporation is organized without capital stock and is organized and shall be
operated exclusively for charitable purposes within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1986, as amended, or the
corresponding provision of any future United States Internal Revenue Law (the
"Code"). It is intended that said Corporation shall qualify as an
exempt organization under Section 501(c)(3) of the
Code.
SECTION 1.5. Powers
The
Corporation shall have the power, either directly or indirectly, either alone
or in conjunction or cooperation with others, to do 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 Corporation is
organized, and to aid or assist other organizations whose activities are such
as to further accomplish, foster, or attain any of such purposes.
Notwithstanding anything herein to the contrary, the Corporation shall exercise
its powers only in furtherance of exempt purposes as such terms are defined in
Section 501(c)(3) of the code and the regulations
promulgated thereunder.
SECTION 1.6. Non-Profit Status
The
Corporation is a non-profit organization, and no part of the net earnings of
the Corporation shall inure to the benefit of or be distributable to, any
Director, officer, or other private person, except that the Corporation 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 in the Articles of Incorporation and these By-Laws. In the event of
any liquidation or dissolution of the Corporation, the Board of Directors shall
distribute all of the assets of the Corporation for one or more exempt purposes
within the meaning of Section 501(c)(3) of the Code,
or to the United States of America, any State thereof, or any political
subdivision of any State, for exclusively public purposes, as the Board of
Directors of the Corporation shall determine.
SECTION 1.7. Fiscal Year
Except
as from time to time otherwise provided by the Board of Directors, the
Corporation shall have a fiscal year beginning withJuly 1 and ending with June 30.
ARTICLE II
BOARD OF DIRECTORS
SECTION
2.1 General Powers.
The
property, affairs and business of the Corporation shall be governed by a Board
of Directors, which shall have, and may exercise, all of the powers of the
Corporation.
SECTION 2.2. Membership and Number.
The
Board of Directors shall not number less than three (3) or more than twenty
(20) members. Initially, the Board shall consist of at least one representative
from each of the following participating institutions: The East Bay Educational
Collaborative, the Southern Rhode Island Collaborative, the Northern RI
Collaborative, the West Bay Collaborative, the Providence School Department,
the Rhode Island Department of Elementary and Secondary Education, the
Department of State Library Services, the University of Rhode Island, and Brown
University (collectively, the "Participating Institutions").
Participating institutions located in
SECTION 2.3. Appointment and Term of Office.
Representatives
of participating institutions shall be appointed by the institutions, but shall
participate in RINET affairs as individuals and shall not be required to seek guidance
from these participants' institutions prior to voting on RINET matters.
Participating institutions do not have to appoint an individual to serve on RINET's Board of Directors.
Representatives
of participating institutions shall serve for at least a one (1) year term or
until their successors are appointed.
SECTION 2.4. Powers of Directors
Subject
to the power of the Corporation as provided by law and the articles of the
Corporation or as herein set forth, all corporate powers of the Corporation shall
be exercised by or under the authority of, and the business and affairs of the
Corporation shall be controlled by, the Board of Directors. Without limiting
the generality of the foregoing, the Board shall have the following powers:
a.)
To select and remove all other officers, agents, the Executive Director and
other employees of the Corporation; to prescribe such powers and duties for
them as may not be inconsistent with law, with the Articles of Incorporation or
with the By-Laws; to fix their compensation.
b.)
To conduct, manage and control the affairs and business of the Corporation and
to make certain rules and regulations, therefore, not inconsistent with law,
with the articles of incorporation or with the By-Laws, as they may deem best.
c.)
To change the principle office for the transaction of the business of the
Corporation 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
Directors' meetings; to adopt, make and use a corporate seal and to alter the
form thereof from time to time, as in their judgment they may deem best,
provided such seal shall at all times comply with the provisions of law.
d.)
To invite participating institutions to appoint an individual to serve on RINET's Board of Directors and to elect a slate of officers
at the Annual Meeting of the Corporation.
ARTICLE III
MEETINGS of the RINET BOARD
of DIRECTORS
SECTION 3.1. Regular Meetings
There
shall be a minimum of four (4) meetings annually of the RINET Board. One of
those meetings shall be designated as the Annual Meeting.
SECTION 3.2. Place of Meetings
All
meetings of the RINET Board shall be held with due notice at the principal
office or at such place as is stated in the notice.
SECTION 3.3. Telephonic Meetings
A
quorum of Directors may participate in a meeting by means of a conference
telephone call or use of similar communications equipment, provided that all
Directors 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
provision of these By-Laws pertaining to meeting procedure shall apply to such
meetings.
SECTION
3.4 Quorum
A quorum
shall consist of a minimum of four RINET Board members present for a meeting,
providing that one member of the Executive Committee is included in this
number. The members present at a duly noticed meeting at which a quorum is
present may continue to do business until adjourned notwithstanding the
withdrawal of enough members to leave less than a quorum. Attendance and voting
at meetings 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 Board of Directors. The Directors
shall cause a fair, accurate and complete
record of their meetings to be kept.
SECTION 3.6. Members
Each
member of the RINET Board shall have one unit vote. The Chairperson, or
alternate, of the RINET Board shall preside at all board or member meetings.
SECTION 3.7. Proceedings
All
meetings of the Board of Directors shall be governed as to procedure by
Robert’s Rules of Order, except to the extent the contrary may be expressly
provided by law, or by the Articles of Incorporation or these By-Laws.
OFFICERS and the EXECUTIVE
COMMITTEE
SECTION 4.1. Officers and the Executive Committee
All
officers must also be Directors of the Corporation, except for the Executive
Director, who shall sit as a non-voting officer of RINET. The officers of
Corporation shall be Chairperson, Vice-chairperson, Secretary, Treasurer, the
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.
This
slate of officers shall constitute RINET's Executive
Committee. No more than one representative from any participating institution
shall sit on the Executive Committee.
SECTION 4.2. Powers of the Executive Committee
The
Executive Committee shall manage the affairs of the Corporation when the Board
of Directors is not in session, but shall be accountable to the Board of
Directors for its actions. The Directors may delegate to the Executive
Committee additional powers, except those which by law, the Articles of Incorporation,
or by these By-Laws they are prohibited from delegating. A majority of the
Executive Committee shall constitute a quorum for the transaction of business.
Except as the Directors may otherwise determine, the
Executive Committee may make rules for the conduct of its business. The
Executive Committee shall report on its actions to the Board of Directors. The
Board of Directors shall have the power to rescind any vote or resolution of
the Executive Committee, but no such rescission shall have retroactive effect .
In
the absence of a meeting of the RINET Board, the Executive Committee has the
power to meet and transact business of RINET subject to the following terms and
conditions: The Executive Committee may not:
(1) change or amend the By-Laws of the Corporation; (2)
change, amend or adopt policies; (3) hire/dismiss the Executive Director.
SECTION 4.3. The Chairperson
The
Chairperson shall be the chief executive and administrative officer of the
Corporation, except to the extent that such functions shall have been assigned to a Steering Committee or to another officer by the
Board of Directors. The Chairperson shall preside at all meetings of the Board
of Directors at which he or she is present.
SECTION 4.4. The Vice-chairperson
The
Vice-chairperson shall fill the duties and responsibilities of the Chairperson
only in the absence of the Chairperson,
and in so acting shall have all the powers of the Chairperson.
SECTION 4.5. The Secretary
The
Secretary shall record or cause to be recorded all the proceedings of the
meetings of the Board of Directors of the Corporation and meetings of all
committees to which a secretary shall not have been appointed; shall see that
all notices are duly given in accordance with the provisions of these By-Laws and
as required by law; shall be custodian of the records and of the seal of the
Corporation and affix the same to such papers and instruments as may be
required in the regular course of business.
SECTION 4.6. The Treasurer
The
Treasurer shall create a budget, oversee financial matters, and report on the
financial status of the Corporation.
SECTION 4.7. The Executive Director
The
Executive Director shall be appointed indefinitely by the Board of Directors as
a paid employee to serve as the chief executive officer for the day to day
operations of RINET.
SECTION 4.8. Other Officers
Other
officers, if any, shall be elected annually by the Board of Directors of the
Corporation. Each such other officer shall be elected or appointed to serve a
one (1) year term, and until a successor shall have been duly elected and
qualified, or until he or she is deceased or resigns.
SECTION
4.9 Other Committees of the Corporation
The
Directors may create other Committees, having such duties, as they may in their
discretion determine. The members of these committees shall be appointed by the
Directors and need not be Directors of the Corporation. Each such committee
shall report to the Directors and shall have no power to bind the Corporation.
Except as the Directors may otherwise determine, each such committee may make
rules for the conduct of its business, but, unless otherwise provided by the
Directors or in such rules, its business shall be conducted in the same manner,
to the extent possible, as is provided by these By-Laws for the Directors.
SECTION 4.10. Election of Officers
The
Chairperson, Vice-chairperson, Secretary, Treasurer, and other officers the
Board deems necessary shall be elected by the Board of Directors (Executive
Director excepted) for a term of one (1) year from among the members of the
RINET Board. Such election to 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 members of RINET board shall submit nominations for each office at
least one month in advance of any meeting at which such election shall take
place, except for the first official organizational meeting where those present
shall place names in nomination from the floor, provided there be a quorum of
organizers present.
SECTION 4.11. Removal from Office
Any
elected officer may be removed for cause by the vote of a two-thirds (2/3rds)
majority of the RINET Board present at a special meeting called for that
purpose.
SECTION 4.12. Resignation
Any
officer may resign at any time by giving written notice to the Board of
Directors 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 4.13. 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
Board of Directors at any regular or special meeting.
SECTION 4.14. General Powers
Each
officer shall, subject to these By-Laws, have, in addition to the duties and
powers herein set forth, such duties and powers as are commonly incident of its
office, and such duties and powers as the Board of Directors shall from time to
time designate.
SECTION 4.15. Bonding
The
Corporation shall bond any officer, agent , contracted
employee or factor with surety or sureties for the faithful performance of his
or her duties.
SECTION 4.16. Compensation
No
Director shall receive any compensation for his or her services as a member of
the Board of Directors; provided, however, that any Director may be reimbursed
for necessary expenses incurred by him or her in the performance of duties as a
Director.
ARTICLE V
EXECUTION OF DOCUMENTS
SECTION 5.1. Contracts...
Unless
the Board of Directors of the Corporation shall otherwise determine, each of
the Chairperson, Vice-chairperson, Secretary and Treasurer may, acting singly,
enter into any contract or execute any contract or other instrument, the
execution of which is not otherwise specifically provided for, in the name and
on behalf of the Corporation. The Board of Directors may authorize officer(s),
agent(s) or employees of the Corporation to enter into any contract or execute
and deliver any contract or other instrument in the name and on behalf of the
Corporation, and such authority may be general or confined to specific
instances. Unless authorized so to do by these By-Laws or by the Board of
Directors, no officer, agent or employee shall have any power or authority to
bind the Corporation by any contract or engagement, or to pledge its credit, or
to render it liable pecuniarily for any purpose or to
any amount.
SECTION 5.2. Checks, Drafts...
Except
as otherwise provided in this Section 4.02, 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 Corporation, shall be signed or endorsed by officer(s) or
employee(s) of the Corporation as shall from time to time be determined by
resolution of the Board of Directors.
Any
checks in excess of $2,500 will require two signatures. This requirement will apply to checks that
are unusual and/or infrequent in nature. Checks in excess of $2,500 that are ordinary and necessary, i.e. monthly
health insurance premium payments, telephone bills, rent, etc., would be
excluded from the dual signature requirement.
ARTICLE VI
INDEMNIFICATION
The
Corporation shall indemnify, pay expenses to, and purchase and maintain
insurance for the Directors, the Executive Director, and other persons to the
fullest extent permitted by Section 7-6-6 of the Rhode Island Non-Profit
Corporation Act or any successor indemnification provision, but only to the
extent that the status of the Corporation as a corporation exempt under Section
501(c)(3) of the Code is not affected thereby.
ARTICLE VII
ANNUAL REPORT
The
Board of Directors shall cause to be published an annual report in such manner
and form as the Board deems appropriate on the forms prescribed by the
Secretary of the State of Rhode Island.
The
Board of Directors shall cause to be published an annual report in such manner
and form as the Board deems appropriate on the forms prescribed by the
Secretary of State of Rhode Island.
SECTION 7.2. Annual
Audit
The
Board of Directors shall cause to be published annually a complete audit and
report of all funds, financial books and records of the Corporation for the
fiscal year by a certified public accountant.
ARTICLE VIII
AMENDMENT OR REPEAL
These
By-Laws may be amended, repealed, or added to by vote of two-thirds (2/3rds) of
the members of the Board of Directors at any regular or special meeting,
provided that the notice of such meeting shall specify in writing a description
and explanation for the proposed amendment or repeal of new By-Laws.
