March 3, 1999
Key: New Material; Problematic Material
Name
Organization
Purpose
Membership
Working Groups
Board of Directors
Officers
Director
Amendments
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.
Office
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.
NINCH was created to assure leadership from the cultural community in the evolution of the digital environment. NINCH pursues its mission by:
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 Board.
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 Board. 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.
Members will meet at least once a year 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.
(go to comparable section in current document)
The Board of Directors is the body that determines policy and is legally and fiscally responsible for the coalition. It is an elected body both of representatives of member organizations together with individuals from the community who can contribute to NINCH's policy deliberations. Board members will be elected by all members in good standing to staggered three-year terms of office. Elections shall be organized by a nominating committee.
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 with the annual meeting of all members, concstituting the Forum). Additional meetings shall be 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.
(go to comparable section in current document)
The officers of NINCH shall be a president-elect; president; past-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. Officers are elected for staggered 2-year rotational terms.
The president shall chair all meetings of the Board of Directors 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.
The officers shall serve as an executive committee that shall act for the board between board meetings. Officers shall meet at least twice a year and as needed at the call of the president or two other members of the committee.
Officers 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 Officers 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.
The director shall report to the President. The director's annual performance review shall be conducted by a small committee of no more than five members, with the participation of at least two Officers
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:
CURRENT
NINCH Governance Document
