Adopted May 7, 2004
ARTICLE I - NAME
This organization, formed under the non-profit corporation laws of the State of Ohio, shall be known as the Ohio Community Computing Network (OCCN).
ARTICLE II - PURPOSE
OCCN envisions a society in which everyone has equal opportunity to gain access to computer and telecommunications technology for life-long learning and personal and community empowerment. The OCCN is committed to the continued support of existing, and the on-going development of new community computing centers throughout Ohio. These centers provide opportunity and support to those who typically lack access to computer and telecommunications technology. OCCN will provide technical, program and fund-raising support, advocacy, and develop and encourage communication and collaboration among organizations and communities.
ARTICLE III - NON-DISCRIMINATION
It is the intention of the OCCN that its Board of Trustees represent the communities it strives to serve; including, but not limited to, people of color, people with disabilities, and the rural and urban areas of Ohio. The selection of trustees, officers, members, and staff of OCCN, and determination of its policies and the conduct of its business shall be without regard for race, religion, sex, age, national origin, handicap, or political identification.
ARTICLE IV - BOARD OF TRUSTEES
Section 1. Authority and Duties. The Board of Trustees shall determine the policies and strategic directions of OCCN; shall elect the officers of OCCN as hereinafter provided; shall have the responsibility for carrying out the work of OCCN; shall have the responsibility for personnel practices, for the finances of OCCN (including approval of the annual budget and securing the required funds); and shall present a report on the affairs of the OCCN at its annual meeting.
Section 2. Number, Composition, and Term of Office. The Board of Trustees shall consist of twelve (12) to twenty (20) Trustees, who shall be elected at the annual meeting of the OCCN. Board membership shall consist of the following representation and be elected by the following process:
1. Community computing center affiliate member representatives – (5) - voted on at the annual meeting by affiliate members. These are two-year terms with unlimited re-election possible.
2. Public Utilities Commission of Ohio – (1) - selected by Board invitation to a three-year term with unlimited re-election possible.
The following board slots are recommended but not mandatory:
1. Members-at-Large – (1) - must be affiliated with a member center and nominated either by self or center. Selected by Board invitation to a three-year term.
2. Political/Government Representatives – (1) - selected by Board invitation to a three-year term.
3. Corporate Representatives – (2) - selected by Board invitation to a three-year term.
4. Library Representatives (Statewide) – (1) - selected by Board invitation to a three-year term.
5. Fundraising – (1) - selected by Board invitation to a three-year term.
6. Additional corporate representative trustees may be added in order to ensure that any corporation that provides funding to OCCN for community computing through a Public Utilities Commission of Ohio process, has one seat on the Board of Trustees.
The Board of Trustees shall be elected for terms of three (3) years (except as otherwise noted), provided that the terms of the Trustees elected immediately after the adoption of these by-laws shall be adjusted so that, together with the Trustees whose terms have not then expired, approximately one-third (1/3) of the Trustees shall be elected each year thereafter. After serving three (3) consecutive three (3) year terms, a Trustee may not be re-elected until one (1) year has elapsed. Any vacancy on the Board of Trustees may be filled for unexpired term by the remaining members of the Board.
Section 3. Regular Meetings. Regular meetings of the Board of Trustees shall be held at such intervals as the Board of Trustees may determine, but not less than four (4) times per year.
Section 4. Special Meetings. Special meetings of the Board of Trustees may be called at any time by the Chairperson or by the Chairperson within thirty (30) days upon receipt of written request from, at least, one-half (1/2) of the members of the Board of Trustees. All requests for a special meeting shall state the purpose for which the meeting is requested.
Section 5. Notice of Meetings. Not less than seven (7) days before the date fixed for a meeting of the members of the Board of Trustees, written notice stating the time, place, and purpose of the meeting shall be given by or at the direction of the Chairperson or Secretary. Notice shall be by mail or equivalent means, addressed to the respective members at their addresses of record with the Ohio Community Computing Network.
Section 6. Quorum. A quorum of at least five (5) Trustees are required for OCCN to conduct ordinary business. No PROXY shall be cast in any matter before OCCN except that OCCN may at its discretion authorize the use of written ballots for voting by the trustees. All actions will be taken with a majority vote, provided there is a quorum present.
Section 7. Telecommunications. Meetings of the members of the Board of Trustees may be held using communications equipment (telephone/video conferences) if all members participating can hear each other, and participation in such a meeting shall constitute presence thereat in accord with Ohio law.
Section 8. Voting by Mail. The Board of Trustees may determine that voting in elections of members to the Board of Trustees, of Officers, and upon any other matters required or permitted to be voted upon by the members of the Board of Trustees, shall be conducted by postal or electronic mail, with the same affect as voting at a meeting of members duly called and held at in which a quorum of members of the Board of Trustees is present; provided, at least, ten (10) days has been allowed for mailing and return of the ballots. All actions which require the affirmative vote of a designated proportion or specified number of the members of the Board of Trustees for action to be authorized or taken at a meeting may be authorized or taken by such designated proportion or specified number of the members voting by mail.
Section 9. Trustee Emeritus. The Board of Trustees may, from time to time, honor persons who have rendered long and valuable service to the organization by conferring upon such persons the title of Trustee Emeritus. A Trustee Emeritus shall retain such title for life and shall be a non-voting permanent member of the Board of Trustees.
Section 10: Termination. An individual OCCN Trustee shall be terminated without vote of the Board upon such individual trustee's fourth (4th) consecutive unexcused absence from regularly scheduled trustee meetings. An absence shall be deemed excused when the individual trustee notifies the Executive Director in advance of a regularly scheduled meeting or as otherwise approved by the Board.
ARTICLE V - OFFICERS AND STAFF
Section 1. Election and Designation of Officers. The Officers of the OCCN shall be a Chairperson, 1 Vice-Chairperson, a Secretary, and a Treasurer, all of whom shall be members of the Board of Trustees. All of the officers shall be elected for terms of one (1) year at the organizational meeting of the Board of Trustees immediately following the annual meeting. All officers and chairs of standing committees shall serve as members of an executive committee. The executive committee will meet at regular intervals between meetings of the Board of Trustees, and shall be empowered by the Board of Trustees to take action as needed.
Section 2. Term of Office; Vacancies. The officers of OCCN shall hold office for one (1) year or until their successors are elected and qualified. The Chairperson shall serve no more than three (3) successive one-year terms of office. Any vacancy among the Officers shall be filled by the Board of Trustees.
Section 3. Chairperson. The Chairperson shall be the chief volunteer officer of the OCCN. The Chairperson shall preside at all meetings of the members and meetings of the Board of Trustees; shall appoint committees authorized by the Board of Trustees; shall serve as ex-officio member of all committees; shall be the official representative of the OCCN; and shall carry out such other duties as are contemplated by the Code of Regulations or by action of the Board of Trustees.
Section 4. Vice-Chairperson. In the absence of the Chairperson or when circumstances prevent the Chairperson from acting, any of the Vice-Chairpersons, upon request of the Chairperson or the Director, shall have all the authority and perform all of the duties of the Chairperson. The Vice-Chairpersons shall have such other authority and perform such other duties as may be determined, from time to time, by the Board of Trustees.
Section 5. Secretary. The Secretary shall ensure board meeting minutes are being taken and approve the minutes. The Secretary shall certify and keep at the principal office of the OCCN the original or a copy of these Bylaws as amended or otherwise altered to date.
Section 6. Treasurer. The Treasurer shall be the principal fiscal officer of the OCCN. The Treasurer shall receive and have charge of all money, securities, and similar property belonging to the OCCN; shall cause accurate financial records to be kept and hold the same open for reasonable inspection by the Board of Trustees and Members; and shall perform such other duties as may be determined, from time to time, by the Board of Trustees.
Section 7. Director. The Director shall be selected by the Board of Trustees and shall carry out the policies of OCCN; shall report regularly to the Board of Trustees; shall send proper notice of all meetings; and shall select and supervise the staff provided for in the annual budget.
ARTICLE VI - MEMBERS
Section 1. Classes of Members: This organization shall have four (4) classes of Members to wit:
A. Affiliate Members - Any community computing center organization which provides any opportunity and support to those who, typically, lack access to computer and telecommunications technology; subscribes, in writing, to the purposes of the organization; and has paid dues for the current year, shall be an affiliate member.
B. Members-at-Large - Any person who subscribes, in writing, to the purposes of the organization and who has paid dues for the current year shall be a member-at-large.
C. Organizational Members - Any organization which subscribes, in writing, to the purposes of this organization, and which has paid dues for the current year shall be an organizational member.
D. Governmental Members - Any governmental body (local, state, or Federal) which subscribe, in writing, to the purposes of this organization, and which has paid dues for the current year shall be a governmental member.
Section 2. Voting Power. Each member of each class shall be entitled to cast one (1) vote on any matter coming before any meeting of the members.
Section 3. Dues. Membership dues shall be determined, from time to time, by the Board of Trustees. The Board may waive payment of dues for any Member of class of Members at its discretion.
ARTICLE VII - COMMITTEES
The OCCN shall be organized into such committees as the Board of Trustees, from time to time, and may determine, as necessary, to carry out the work of the OCCN. The Chairpersons and members of all committees shall be appointed by the Chairperson of the OCCN unless the Board of Trustees designates otherwise, at the time such committee is authorized.
ARTICLE VIII - ANNUAL OCCN CONFERENCE
There shall be an annual conference of the OCCN for the purposes of facilitating staff development for affiliate member community computing centers, and to increase awareness of technology access issues. The conference shall be organized annually be a committee designated by the Chairperson and under the direction of OCCN staff. The annual conference will also include the annual meeting of the OCCN Board of Trustees.
ARTICLE IX - NOMINATIONS
Not later than January 31st of each year, the Chairperson shall appoint a nominating committee of six (6) members from the Board of Trustees. The nominating committee shall actively seek recommendations for nominees for membership on the Board of Trustees from throughout the State of Ohio, and shall endeavor to achieve, as far as practicable, a broad diversity among the nominees. The nominating committee shall prepare a slate of nominees for election to the Board of Trustees; and its report shall be submitted to the Board of Trustees at least ten (10) days prior to the annual meeting. Any member may submit recommendations for nomination to the nominating committee.
Affiliate members will elect five (5) affiliate center Board of Trustee members at the annual conference. These names will be submitted by affiliate members to the nominating committee immediately following their election at the annual conference.
The nominating committee shall also prepare a slate of nominees for Officers, and this report shall be submitted to the members of the Board of Trustees at least ten (10) days prior to the first meeting of the Board of Trustees, directly following the annual meeting. Any member of the Board of Trustees may also submit nominations for Officers, in writing, to the Chairperson endorsed by not less than five (5) members of the Board of Trustees, at least three (3) days prior to the meeting of the Board of Trustees.
ARTICLE X - AMENDMENTS
These by-laws may be amended or new by-laws may be adopted by a two-thirds (2/3) affirmative vote of the Members present at any regularly called and duly held meeting of the Members, or by mail vote of two-thirds (2/3) of the Members voting by mail, provided that a copy of the proposed amendments of the new by-laws has been included with the notice of the meeting, or with the mail ballot (as the case may be). Any proposal to amend these by-laws or to adopt new by-laws may be submitted by the Board of Trustees, or by not less than fifteen (15) members; in which latter case the Board of Trustees shall submit, as such, proposed amendments or new by-laws in the manner herein above provided, together with its recommendations, if any.