April 11, 1997
[Go to PROPOSED NINCH Governance Document]
The name of this organization shall be the National Initiative for a Networked Cultural Heritage (NINCH).
This is a membership coalition and shall, for a limited period, be administered as a project of the American Council of Learned Societies, a New York City nonprofit corporation, qualified as exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1986 or the corresponding revision of a subsequent United States internal revenue law.
The office of the organization shall be in the District of Columbia. The resident agent in charge of the office shall be the organization's director.
The purpose of NINCH is to advocate for the inclusion of the nonprofit cultural sector in all policy deliberations on the future of the information infrastructure and to educate policymakers, coalition members and the general public about the critical importance of translating the vision of a connected, distributed and accessible collection of cultural knowledge into a working reality.
NINCH shall carry out this purpose by 1) educating the community
about relevant technical and intellectual advances in digital
networking and the consequent issues for this community; 2)
facilitating partnerships arising from those advances and creating a
broad working agenda for member organizations; and 3) providing a
forum for members to discuss and develop NINCH policy and
programs.
Membership is open to all organizations and institutions that show an active interest in working toward the networking of cultural resources and agree to pay annual dues as specified by the Management Committee. Members joining during the first year (1996-97) shall agree to an initial membership commitment of three years.
There are three categories of membership: a) General Membership (a contribution of up to $2,000 a year) in which members receive mailings and have access to electronic information and technical assistance provided by NINCH; b) The Policy Council (contribution of between $2,000 and $10,000 a year) in which participants help set policy goals and priorities for NINCH projects and initiatives; and c) The Management Committee (contribution of above $10,000 a year) in which participants assist in making budget, personnel and other organizational decisions.
Members shall be responsible for the payment of annual dues, which shall be reviewed periodically by the Management Committee. Members shall also agree to assist in the diffusion of information from NINCH and other members pertaining to networking cultural heritage throughout their own membership and constituency.
There shall be one regular meeting of the membership each year, which shall constitute the annual meeting. Special meetings may be called by the president.
NINCH will accomplish much of its work by means of its staff working with members organized into working groups. Each member organization shall participate in at least one working group. Working groups are advisory to the board and serve at its pleasure. All working groups shall be authorized and mandated to work on particular issues deemed important by the board; they shall report periodically to the board and all of their recommendations shall be considered for approval by the board.
All policy or program decisions for NINCH shall be made by the board. If any member organization determines that a particular course of action elected to by the board is against its interests, that member has the right to abstain.
The Board of Directors shall consist of all members in good standing of the Management Committee and the Policy Council with no more than two members elected from the general NINCH membership. No organization can have more than one representative on the board. Members of the board are expected to attend meetings of the board. The board shall meet twice a year (one meeting overlapping the annual Membership Meeting) with additional meetings held at the call of the president or three members of the board. A majority of the members of the board shall constitute a quorum. The vote of a majority of those present shall constitute action by the board. Other action may be taken by the board by conference call.
The officers of NINCH shall be a president, vice president, secretary-treasurer and the executive director. Officers represent organizations that are active members of NINCH, except for the executive director, who serves as an ex officio member.
The president shall chair all meetings of the Board of Directors, the Executive Committee and the annual membership meeting. The vice president shall, in the absence of the president, preside at meetings, and shall perform such other duties as may be required. The secretary-treasurer shall work with the director of NINCH to ensure that all votes and minutes of all proceedings of the Board are recorded and that notice of meetings is given. He or she shall work with the director to ensure that full and accurate account of the receipts and disbursements are kept and that all moneys and other assets are deposited in the name and to the credit of NINCH. He or she shall also serve on the Executive Committee and perform such other duties as the board may prescribe.
There shall be an Executive Committee that shall act for the board between board meetings. The Executive Committee shall consist of the president, vice president, secretary-treasurer, all members of the Management Committee and up to three others elected from among and by the members of the board for two-year staggered terms. The director of NINCH serves as an ex officio member of the Executive Committee, without vote. The Executive Committee shall meet at least twice a year and as needed at the call of the president or two other members of the committee. Four voting members of the committee shall constitute a quorum.
The Executive Committee shall have all the power of the board between meetings, except that it shall not have authority to remove or appoint members of the board of directors, to remove the director of NINCH, or to adopt an annual budget. The Executive Committee shall keep minutes of its meetings, which shall be distributed to the full board expeditiously, and shall report all of its actions at the next meeting of the Board of Directors. At that time the board shall affirm by a formal vote the actions taken by the Executive Committee on behalf of the Board.
The director shall serve at the pleasure of the board of Directors, or under such contractual arrangements as the Board of Directors may authorize, and shall conduct the business of NINCH under the direction of the board.
The director shall participate in all meetings of the board, except when the board convenes in executive session; shall participate in all meetings of the board's committees and working groups; and shall participate in all meetings of the membership, but shall not be eligible to vote.
The director shall give notice of all membership and board meetings and shall provide for recording of all proceedings of such meetings.
The director shall handle the financial operation of NINCH, reporting regularly to the Board of Directors on the financial standing of NINCH and reporting annually to the board and to the members regarding the annual proposed budget. The director shall submit an annual report of the activities of NINCH to the board.
This document may be amended by two-thirds of the membership attending the annual membership meeting after written notice of the proposed changes has been distributed.
[Go to PROPOSED NINCH Governance Document]
