Article I.   Name and Purpose.

Section I. Name. The name of this organization shall be NELINET, Inc. (hereinafter referred to as NELINET).

Section 2. Purpose. NELINET is organized exclusively for educational, scientific and literary purposes, which it will accomplish by serving a multi-state network of academic, public and other libraries.

The purpose of NELINET shall be to:

• Promote the advancement of libraries;
• Promote the advancement and dissemination of knowledge and services;
• Facilitate the sharing of library and information resources and services;
• Cooperate with charitable, educational, scientific and other library organizations, institutions, agencies, or consortia, whether public or private, in developing and/or providing library and information services for the public welfare;
• Develop and encourage other lawful activities which enhance regional and national library, information and educational resources and services;
• Promote rapid and efficient access to and delivery of information and library resources.

Article II.  Membership.

Section 1. Library Organization. Any agency, institution or organization, whether public or private, which is itself a library, which operates a library of any type, which is a consortium of libraries or library-operated organizations, or which by reason of its purpose and activities may be deemed by the Board of Directors of NELINET to be a library, even though it is not in any of the aforementioned categories, shall be hereinafter referred to as a library organization.

Section 2. Eligibility.

• Any library organization that meets the membership criteria established by the Board of Directors shall be eligible for membership.
• Any library organization which does not meet the membership criteria may petition for and may be granted eligibility for membership at the sole discretion of the Board of Directors.

Section 3. Categories of Members.

• The Board of Directors shall establish and define categories of membership required to meet the needs of NELINET member institutions. The Board shall determine by resolution the criteria, rights, and responsibilities of each category of membership.
• Full membership of library organizations shall include participation in the governance of the organization and the right to vote in membership decisions. Library Organizations may also elect to be full non-voting members.
• Limited membership categories shall be established to meet the needs of institutions that do not qualify for full membership or that desire to use only limited NELINET services. Such membership categories shall not confer representation in governance (including serving in any elected office), nor the right of voting in membership decisions.

Section 4. Voting Privileges. Voting and non-voting members shall have such rights and privileges as shall be determined by the Board of Directors, except as otherwise provided in these BYLAWS.

Each voting member shall appoint one (1) official representative who shall have one (1) vote.

1. The name and address of the official representative shall be submitted in writing by the voting member to the Clerk of NELINET.
2. The official representative may be changed or a temporary substitute may be appointed, provided that such change or substitution shall be submitted in writing by the voting member to the Clerk of NELINET.

Section 5. Dues and Fees. Dues and fees shall be in such amount as shall be determined by the Board of Directors. Dues are defined as the standard assessment paid by all members to support central services, and fees are defined as the charges paid for core services that pertain to all full members. Whenever there is a proposed change in the dues or fees schedule, the Board of Directors shall provide a review and comment period for the voting members for the proposed dues and fees prior to the Annual Business Meeting. The Dues and Fees Schedule shall be presented for ratification in its entirety by the Membership at the Annual Business Meeting only if a change is proposed.

• In the event the schedule of dues and fees fails to be ratified by the voting members, the Board of Directors shall prepare a new schedule of dues and fees to submit to the voting members for the ratification by mail or electronic vote, or at a special meeting of the Membership in accordance with procedures established by the Board. The current schedule of dues and fees shall remain in effect until such time as a new schedule is approved.
• In the event that there is not a quorum at the Annual Business Meeting at which a proposed dues or fees schedule change is proposed, the dues or fees shall be submitted to the voting members for the ratification by mail or electronic vote, in accordance with procedures established by the Board, or the Board may convene a special business meeting of the Membership for the express purpose of voting on the proposed dues or fees. The current schedule of dues and fees shall remain in effect until such time as a new schedule is approved.

Section 6. Program and Service Rates. Program and service rates are charges for special services that are selectively purchased by members and may not pertain to all full members as a group. Program and Service Rates shall be in such amounts as shall be determined by the Board of Directors.

• The method of collection of dues and fees on which they are payable shall be determined by the Board of Directors.
• In the case of non-payment, rights and privileges of membership maybe withheld as determined by the Board of Directors.
• NELINET may negotiate with one or more organizations for new services on cost recovery basis. Billing for such services does not fall within the definition of these rates.

Section 7. Withdrawal, Removal and Reinstatement. Procedures for withdrawal or removal of members and for reinstatement of members shall be determined by the Board of Directors.

Article III.  Board of Directors.

Section 1. Composition. The Board of Directors shall be composed of fifteen (15) Directors. Twelve (12) of the Directors shall be elected from and by the Voting Full Membership library organizations. Two (2) of the Directors shall be individuals who are outside the library professions, and shall be elected by the Board of Directors. One third (1/3) of the Directors elected by the voting membership shall be elected each year to serve for a term of three (3) years or until their successors are elected. Directors from outside the library profession shall be elected for a term of two (2) years, or until their successors are elected. The then serving Executive Director shall serve on the Board of Directors with full voice and vote except in matters related to his/her tenure and salary.

• Eligibility.
  Member-Elected Directors.
  Either the official representatives of a voting member, or the chief officer with operational responsibility for the library organization when that individual is not the official representative, shall be eligible to be elected or appointed to serve as Directors. A director who ceases to be eligible because of a change in his/her position, including no longer serving in a library that is a NELINET Full Member library during his or her term of office, may not continue to serve.
  Directors from Outside the Library Profession.
  Directors from outside the library profession shall have expertise in management, law, technology, finance, or other area of value to the Board. Qualified individuals may include, but are not limited to, academic officials, state or local governmental officials, private corporation executives, or community leaders.
• Vacancies. Vacancies on the Board of Directors shall be filled for the remainder of the term by the board of Directors.
• Limitation. The maximum number of consecutive terms that a director can serve is two.

Section 2. Powers. The Board of Directors shall have full charge of the property and business of NELINET with full power and authority to manage and conduct same; except as otherwise provided by law, by the Articles of Organization, or by these BYLAWS.

• The Board of Directors shall select and appoint the Executive Director to serve as shall be determined by the Board of Directors.
• The Board of Directors may, to the extent permitted by law, delegate any of its powers to one or more officers, committees, agents or employees of NELINET, subject to such limitations as the Board of Directors may impose.
• The Board of Directors may authorize any officer or officers, agent or agents, in the name of and on behalf of NELINET, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts, and other obligations or instruments. Such authority may be general or confined to specific instances.

Section 3. Regular Meetings. Regular meetings of the Board of Directors shall be held at least once each year at such time and place as may be determined by the Board of Directors. Notice of regular meetings of the Board of Directors shall be given at least ten (10) days prior to the meeting.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the Chair or the Vice Chair and shall be called by the Chair or the Vice Chair at the written request of three (3) members of the Board of Directors.

• Except in cases of emergency, notice of special meetings of the Board of Directors shall be given at least three (3) days prior to the meeting.
• Notice of any special meeting must state the purpose or purposes for which the meeting is called, and business to be transacted at the meeting shall be limited to that which is included in the notice of the call.

Section 5. Action Without a Meeting. Any action which may be taken at any meeting of the Board of Directors may be taken without a meeting, provided that all members of the Board of Directors shall submit their vote in writing, and that the record of such action and the result of such vote shall be filed with the minutes of the meetings of the Board of Directors. Such written vote shall be treated for all purposes as a vote at a meeting.

Section 6. Waiver of Notice. Notice of any meeting of the Board of Directors may be waived by a member of the Board of Directors in writing before or after the meeting, and every member of the Board of Directors present at any meeting shall be conclusively presumed to have received due notice of that meeting, except where a member of the Board of Directors attends a meeting for the express purpose of objection to the transaction of any business because the meeting is not lawfully called or convened.

Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.

Section 8. Resignation.

• Voluntary Resignation. Resignation from the Board of Directors shall be given in writing to the Chair, except that termination of association with a voting member shall constitute an immediate resignation.
• Automatic Resignation and Reinstatement. A member of the Board not present at three (3) consecutive meetings of the Board shall be deemed to have resigned from the Board. Reinstatement following such an automatic resignation may be made by a simple majority vote of the Board acting upon written application from the resignee.

Section 9. Meetings of the Members. A member of the Board of Directors may be removed with cause by a majority vote of all the members of the Board of Directors; and a member of the Board of Directors may be removed without cause by a two-thirds (2/3) vote of all the members of the Board of Directors. Notice shall be sent to the member sought to be removed with cause or without cause at least three (3) days prior to the meeting at which removal is to be considered.

Section 10. Compensation. Members of the Board of Directors may be reimbursed for actual expenses incurred by them in the performance of their duties, with approval of the Board of Directors.

Section 11. Indemnification.

• The Corporation shall indemnify each Indemnified Person (as defined below) who was or is a party threatened to be made a party to any threatened, pending or completed action, suit or procedure, whether civil, criminal, administrative or investigative, against Indemnified Costs (as defined below) incurred by or imposed upon him or her in connection with any such action, suit or proceeding in which he or she may become involved by virtue of his or her being or having been an Indemnified Person, provided, however, that no indemnification shall be provided for any Indemnified Person, with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have satisfied the following Requisite Standard of Conduct, i.e., to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation or, to the extent that such matter relates to services with respect to an employee benefit plan, in the best interests of participants or beneficiaries of such employee benefit plan. The termination of any action, suit or proceeding by judgment, order, settlement, connection or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnified Person did not act in accordance with the Requisite Standard of Conduct.
• An indemnification pursuant to subsection (a) above shall include payment by the Corporation of Indemnified Costs incurred in investigating, evaluating and defending any action, suit or proceeding, in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by the Indemnified Person to repay such advanced payment if he or she shall be adjudicated not to be entitled to indemnification or not have satisfied the Requisite Standard of Conduct, which undertaking may be accepted without reference to the financial ability of such person to make repayment.
• To the extent that an Indemnified Person is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsection (a) above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against Indemnified Costs actually and reasonably incurred by him or her in connection therewith without the need for the determination required by subsection (d) hereof.
• Any indemnification under subsection (a) hereof (except in such cases where indemnification is expressly ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper under the circumstances because the Indemnified Person has met the Requisite Standard of Conduct. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding; (i) if such a quorum is not obtainable or, even if obtainable, where a quorum of disinterested directors so directs, by independent counsel in a written opinion, or (iii) by a majority vote of the members of the Corporation then entitled to vote.
• Payment of Indemnified Costs in advance of the final disposition of an action, suit or proceeding may be made as authorized by the Board of Directors in each specific case upon compliance with the requirements of subsection (c) hereof.
• The term "Indemnified Person" shall include each of the Corporation's directors, officers, employees and agents and persons who serve at its request as directors, officers, employees or other agents of another corporation or who serve at its request in a capacity with respect to any employee benefit plan provided by the Corporation, and includes any person who becomes involved in any action, suit or proceeding by reason of his or her having served in any of the aforementioned capacities, even though such person is no longer an officer, director, employee or agent of the Corporation or of such other organization or no longer serves with respect to any such employee benefit plan. Indemnification of Indemnified Persons shall inure to the benefit of heirs, executors and administrators of Indemnified Persons.
• The term "Indemnified Costs" shall mean any amounts paid in the form of judgments or fines and amounts paid in settlement and shall also include expenses of attorneys, auditors or experts incurred in the evaluation, investigation or defense or any action, suit or proceeding.
• The foregoing rights of indemnification shall be in addition to and not exclusive of any other rights to indemnification to which Indemnified Persons may be entitled as a matter of law or any other by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Article IV.  Officers and Duties.

Section 1. Designation. The officers shall be a Chair, a Vice, a Treasurer, the Clerk, and such other officers as the Board of Directors may consider necessary.

• The Chair, the Vice-Chair, and the Treasurer shall be elected from among the member-elected directors by the Board of Directors to serve for a term of one (1) year or until their successors are elected.
  No Chair, Vice, or Treasurer shall serve more than three 3) consecutive terms or a total of three (3) consecutive years in the same office.
• The Clerk shall be a resident of the Commonwealth of Massachusetts, may but need not be an elected Director, and shall be appointed by the Board of Directors for such term as shall be determined by the Board of Directors.
• An Assistant Treasurer, an Assistant Clerk or any other officer as the Board of Directors may consider necessary shall be appointed by the Board of Directors for such term as shall be determined by the Board of Directors.
• Any two (2) or more offices may be held by the same person, to the extent permitted by law.

Section 2. Duties. The officers shall perform such duties as usually pertain to the office in which they serve, such duties as provided in these BYLAWS, and such additional duties as may be designated by the Board of Directors.

• The Chair shall preside at all meetings of the membership, the Board of Directors, and the Executive Committee. The Chair shall appoint all members of Board constituted committees in consultation with the Executive Director.
• The Vice-Chair shall assume the duties of the Chair in the event of the Chair's absence, resignation, death, or inability or unwillingness to serve; and shall perform such other duties as may be designated by the Chair.
• The Treasurer shall be the chief financial officer of NELINET, subject to the direction of the Board of Directors.
  1. The Treasurer and/or any one or more other officers, agents or employees of NELINET as the Treasurer may authorize shall have the care and custody of the funds and valuable papers of NELINET, except their own bond, if any; and shall deposit funds and valuable papers in the name of NELINET in such bank or trust company as shall be designated by the Board of Directors.
  2. The Treasurer and/or any one or more other officers, agents or employees of NELINET as the Treasurer may authorize shall have the power to endorse for deposit or collection all notes, checks, drafts, and other obligations for the payment of money payable to NELINET or its order, and to draw checks, disburse funds, and accept drafts on behalf of NELINET.
  3. The Treasurer shall report on the financial affairs of NELINET to the Board of Directors and to the membership annually and at such other times as they may request.
  4. All financial books and records of NELINET shall be open at all reasonable times to the inspection of any member.
• d. The Clerk shall keep a minute’s book that shall contain a true record of all meetings of the membership, and shall keep the membership books of NELINET, which shall contain a complete list of all members and their addresses. The minutes book and the membership books shall be kept in the Commonwealth of Massachusetts at the office of NELINET and shall be open at all reasonable times to the inspection of any member.

Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed with or without cause by a majority vote of all the members of the Board of Directors. Notice shall be sent to the officer sought to be removed with cause or without cause at least three days prior to the meeting at which removal is to be considered.

Section 4. Vacancies. Vacancy in any office shall be filled for the remainder of the term by the Board of Directors.

Article V.  Executive Director.

Section 1. Responsibilities and Authority. The Executive Director serves at the pleasure of the Board of Directors and has authority on all matters relative to the operation of NELINET, except as specifically reserved to the Board of Directors or the Executive Committee.

Section 2. Disability or Absence. In the temporary absence or disability of the Executive Director, the Executive Director may designate another individual to perform the responsibilities of the Executive Director, and that individual may exercise the powers of the office. Should the Executive Director have a long-term absence or disability, the Executive Committee of the Board shall appoint an individual to serve as the Executive Director.

Article VI.  Executive Committee.

Section 1. Composition. The Executive Committee shall be composed of the Chair, the Vice-Chair, the Treasurer and the Executive Director.

The Board of Directors may appoint no more than two (2) additional directors to the Executive Committee, and may remove such additional directors at any time with or without cause.

Section 2. Powers. The Executive Committee may exercise all of the powers of NELINET, between meetings of the Board of Directors.

Section 3. Meetings. The Executive Committee shall meet at the call of the Chair or on request of at least two (2) members of the Executive Committee.

Article VII.  Committees.

Section 1. Establishment and Dissolution. The Board of Directors may establish committees, may specify the responsibilities of such committees, and may dissolve such committees.

Section 2. Committee Members. Members of Committees established by the Board of Directors may be appointed by the Board or Executive Director as its designee. Committee members may be removed at any time with or without cause by the Board of Directors.

• Members of Committees may be officers, directors or any other person appointed by the authority of the Board of Directors.
• Members of Committees may be reimbursed for actual expenses incurred by them in the performance of their duties, with approval of the Board of Directors.

Article VIII.  Nominations and Elections.

Section 1. Positions Elected by the Membership.

• The Nominating Committee shall be appointed annually, as determined by the Board of Directors, and shall propose a slate(s) consisting of candidates for director elected by the membership, and any other elective offices that may be established. There shall be at least two candidates for every vacancy and candidates shall appear on the ballot alphabetically as a single slate of names for each category of elected office. All candidates shall have indicated consent to serve if elected. No more than one person from any library organization shall be nominated to serve simultaneously on the Board of Directors.
• The Nominating Committee shall present its report to the membership, in writing, together with instructions for additional nominations by petition.
• Additional nominations may be submitted by petition, provided that such nominations shall be in writing, together with consent of the nominee to serve (if elected), and signed by at least ten (10) official representatives of voting members, and mailed to the Clerk of NELINET by the deadline established annually by the Nominating Committee.
• Election shall be by mail or electronic ballot in accordance with procedures established by the Board of Directors.
  1. Only official representatives of voting members shall be eligible to vote.
  2. A plurality shall elect. In the event of a tie decision shall be by lot drawn by the Clerk.
  3. Candidates elected shall take office at the beginning of the new Fiscal Year.

Section 2. Positions Elected by the Board of Directors. The Nominating Committee will submit to the Board of Directors at least one (1) nominee per vacancy for the position of Director from outside the library profession. During the initial year of the implementation of this subsection, the Board of Directors shall fill these positions as soon as nominees are identified by the Board Nominating Committee and elected by the Board of Directors. If more than one such member is elected, their terms shall be staggered, determined by lot.

Article IX.  Meetings of the Membership.

Section 1. Regular Meetings. There shall be at least one (1) regular Business Meeting of the Membership each year which shall be held as the Annual Business Meeting and which will be held as part of the NELINET Annual Meeting.

• The Annual Business Meeting shall be held at such day time and place shall be determined by the Board of Directors.
• Notice of regular meetings of the membership shall be given at least ten (10) days prior to the date of the meeting, except that notice of the Annual Meeting shall be given at least twenty (20) days prior to the date of the Annual Meeting.
• No change in the time fixed for the Annual Meeting shall be made with thirty (30) days before such time.
• The meeting of the membership may be attended by official representatives of voting members or their substitutes, and such other persons as may be deemed appropriate by the Board of Directors.
• Voting Members are entitled to one (1) vote each on any business called at any meeting of the membership. The vote shall be exercised by the official representative or his/her substitute.

Section 2. Special Meetings. Special meetings of the membership may be called by the Chair or the Board of Directors, and shall be called at the written request of at least three (3) official representatives of voting members.

1. Notice of special meetings of the membership shall be given at least five (5) days prior to the date of the meeting.
2. Notice of any special meeting must state the purpose or purposes for which the meeting is called, and business to be transacted at the meeting shall be limited to that which is included in the notice of the call.

Section 3. Quorum. Twenty-five (25) percent of the official representatives of voting members shall constitute a quorum at any meeting of the membership.

Article X.  Official Seal.

The official seal shall be circular in form and bear the name of NELINET, Inc. and the words and figures "Incorporated 1978 - Massachusetts".

Article XI.  Fiscal Year.

The fiscal year shall be July 1 to June 30.

Article XII.  Parliamentary Authority.

The rules contained in the current edition of ROBERT'S RULES OF ORDER, NEWLY REVISED shall govern NELINET in all cases to which they are applicable and in which they are not inconsistent with these BYLAWS and the Articles of Organization.

Article XIII.  Dissolution of Organization.

In the event of dissolution, NELINET'S property shall be distributed to a similar organization which at the time of dissolution is exempt from taxation under Section 501 (c) (3) of the Internal Revenue Code or to a governmental unit.

Article XIV.  Amendments.

These BYLAWS may be amended at any meeting of the organization by a two-thirds vote provided that the amendment has been submitted with the call for the meeting. Alternatively, amendments may be ratified by the membership through a mailed ballot in which at least half of the members return ballots, and two-thirds of those voting approve the amendment. The Board of Directors may also amend these BYLAWS by a two-third vote at any meeting of the Board of Directors provided that the proposed amendment has been submitted with the notice of the meeting. The Board of Directors shall give written notice of such amendments to the membership before the next meeting of members. Any amendment adopted by the Board of Directors shall be valid until acted upon by the members at the next regular meeting or by mail ballot.

For more information on the NELINET Bylaws, please contact Arnold Hirshon (1.800.635.4638 x1934 or hirshon@nelinet.net).

July 26, 2005