Bylaws

Articles of Incorporation

The undersigned incorporator, desiring to form a Corporation, not-for-profit, under Ohio Revised Code Section 1702.01, et.seq., hereby certify:

FIRST

The name of the Corporation shall be OHIONET.

SECOND

The place in this state where the principal office of the Corporation is to be located is Clinton Township, Franklin County.

THIRD

The purposes for which this Corporation is formed are exclusively scientific, literary, and educational, within the meaning of Internal Revenue Code Section 501 (c) (3), or any corresponding equivalent provisions of any future Internal Revenue Code, and include the following: To create and maintain a library network in Ohio, consisting of and supported by its Members as defined herein, which network will: Facilitate the availability and sharing of bibliographic and other library information and resources, to and among its Members and the citizens of Ohio; encourage and facilitate the institution of cost-effective operational practices and procedures by its Members, by means of statewide library cooperation; strive for and participate in the development of a national library network for the same ends.

FOURTH

The Corporation shall be governed by a Board of nine (9) Trustees. The initial Trustees shall be:

• H. Paul Schrank, Jr. (University of Akron)
• Donald J. Sager (Columbus & Franklin County Public Library)
• James V. Jones (Case Western Reserve University)
• Robert Cayton (Marietta College)
• Hal B. Schell (University of Cincinnati)
• William J. Studer (Ohio State University)
• William Chait (Dayton & Montgomery County Public Library)
• James W. Fry (State Library of Ohio)
• Hannah McCauley (Ohio University, Lancaster)

Their terms and succession shall be as set forth in the Code of Regulations.

FIFTH

The Corporation shall consist of General Members and Voting Members, the qualifications, rights and obligations of which shall be as set forth in the Code of Regulations.

SIXTH

No part of the earnings, dues or receipts of the Corporation shall inure to the benefit of or be distributed to its Members, Trustees, officers of other private persons, except only that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and expenses incurred and to make payments or distributions in furtherance of the purposes set forth in the Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

SEVENTH

Upon the dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations as are described in Section 170 (c) (1) or (2) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States Internal Revenue Code), as the Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

EIGHTH

The life of the Corporation shall be perpetual.

NINTH

The Articles may be amended by a majority vote of the Voting Members of the Corporation at a meeting called for that purpose.

IN WITNESS WHEREOF, the undersigned has hereby subscribed his name this twentieth day of December 1977.

Huntington Carlile
(Signature)

Code of Regulations

Article I
DEFINITIONS

As used in this Code of Regulations, the word "Network" means this Corporation, that is, OHIONET, and the word "Trustees" and the terms "Board of Trustees" and "Board" shall mean, unless the context otherwise indicates, the Trustees of the Network provided for by law and by the Articles of Incorporation of the Network.

Article II
MEMBERSHIP

There shall be two classes of members of the Network: Members and Premium Members (collectively, the "Voting Members").  Voting Members shall be libraries, chiefly of Ohio, whether public or private, academic or non-academic, which meet one of the following criteria: (i) they meet the terms and conditions of the OHIONET membership policies, as determined by the OHIONET Board of Trustees, or (ii) they serve exclusively educational, scientific, or literary purposes, and are the type of organization described in Internal Revenue Code Section 170(c)(1) or (2), or any corresponding equivalent provision of any future Internal Revenue Code. Each Voting Member shall select its own designated representative, who shall be authorized to act on behalf of the Voting Member.  The systems, services, products and other benefits made available to, and the fees to be paid by, the Members and Premium Members shall be authorized and determined by the Board of Trustees from time to time.  Each Member must execute an OHIONET Membership Agreement and each Premium Member must execute an OHIONET Premium Membership Agreement.

Article III
MEMBERSHIP VOTING RIGHTS

At any meeting of the Voting Members of the Network, each Voting Member shall be entitled to one (1) vote on each matter properly submitted to the Voting Members for their vote, consent, waiver, release or other action.

Article IV
MEMBERSHIP MEETINGS

The annual meeting of the Voting Members of the Network for the transaction of such business as may properly come before it shall be held each year in such place, at such day and time as may be designated by the Board.
A special meeting of the Voting Members of the Network may be called at any time by the Chairman, Vice Chairman, or three members of the Board of Trustees, or by ten (10) or more Voting Members of the Network, to be held at such time and place as may be designated in the notice of the meeting. Meetings of the Voting Members of the Network may be held either within or without this State.
At any meeting of the Voting Members of the Network, a majority of the Voting Members shall constitute a quorum, but the Voting Members present, whether or not a quorum, may adjourn any meeting from time to time. A majority of the Voting Members present and voting at any meeting at which a quorum is present shall decide any question brought before such meeting, unless the question is one upon which by express provision of law, the Articles of Incorporation or this Code of Regulations, a larger or different vote is required. 
Participation by a Voting Member in a meeting through the use of communications equipment constitutes the presence of such Voting Member at such meeting and shall entitle the Voting Member to vote through the use of such communications equipment, so long as the communications equipment provides a transmission from which it can be determined that the transmission was authorized by, and accurately reflects the intention of, the Voting Member and allows all persons participating in the meeting to contemporaneously communicate with each other.  Also, when expressly authorized by the Board of Trustees, any matter subject to a vote of the Voting Members may be conducted by mail (or email) in accordance with procedures established by the Board of Trustees.  When a vote on a matter is conducted via mail (or email), majority approval by the Voting Members submitting a vote is required for the matter to be approved.
Notice of all annual meetings shall be given in writing to each Voting Member by the Secretary of the Network personally or by mail, electronic mail, telephone, telegraph or telefax, at least ten (10) days before the date thereof.  Notice of any special meeting shall be so given at least three (3) days prior to the date thereof.

Article V
BOARD OF TRUSTEES

A)Interim Trustees - The initial Trustees designated in the Articles of Incorporation shall serve as interim Trustees from the effective date thereof until the selection of their successors.
B)Qualifications and Election of Successors to Interim Trustees - The successors to the interim Trustees shall, at the first meeting of the Voting Members of the Network, be elected from the designated representatives of the Voting Membership of the Network. They shall hold staggered three-year terms. Initially, three Trustees shall hold three-year terms, three shall hold two-year terms, and three shall hold one-year terms. During the term of the 1989/1990 fiscal year the Board shall expand from nine (9) to twelve (12) Trustees. The three (3) additional Trustees shall be elected by the Voting Members. One Trustee shall hold a three-year term or portion thereof, one shall hold a two-year term or portion thereof, and one shall hold a one-year term or portion thereof.  Thereafter, at the annual meeting of the Voting Members, the Trustees shall be elected by the Voting Members to three-year terms. Each Trustee shall hold office until his successor has been duly elected and qualified. Any vacancy upon the Board of Trustees shall be filled by action of the Board.
C)Powers of Trustees - Except as otherwise provided by law, the Articles of Incorporation, or this Code of Regulations, the Corporate authority, property and affairs of the Network shall be exercised, controlled and conducted by the Board of Trustees, who shall have authority and power to manage the property, business and affairs of the Corporation, including but not limited to the power to borrow money; acquire grants or gifts; enter into contracts on behalf of the Network; purchase, sell, mortgage, lease or otherwise acquire or dispose of property, real or personal.
D)Meetings - A regular meeting of the Board of Trustees shall be held annually within a reasonable time after the annual meeting of the Voting Members of the Network, and other regular meetings may be held at such time and place, as may be determined by resolution of the Board of Trustees. Notice of regular meetings of the Board of Trustees shall be given by the Secretary to each Trustee, personally or by mail, electronic mail, telephone, telegraph or telefax, at least ten (10) days prior to the day named for such meeting. A special meeting of the Board of Trustees may be called at any time by the Chairman or the Vice Chairman or three or more of the Trustees to be held at such time and place as may be designated in the notice of the meeting, notice of which shall be given as above at least three (3) days prior to the date thereof. At any meeting of the Board of Trustees, a majority of the Trustees then serving shall constitute a quorum, but a lesser number may adjourn any meeting from time to time until a quorum is present, and the meeting may be held as adjourned without further notice. A majority of the Trustees present and voting at any meeting when a quorum is present shall decide any question brought before such meeting, unless the question is one upon which by express provision of law a larger or different vote is required.
Participation by a Trustee in a meeting through the use of communications equipment constitutes the presence of such Trustee at such meeting and shall entitle the Trustee to vote through the use of such communications equipment, so long as the communications equipment provides a transmission from which it can be determined that the transmission was authorized by, and accurately reflects the intention of, the Trustee and allows all persons participating in the meeting to contemporaneously communicate with each other.
E)Removal of Trustees - A member of the Board of Trustees may be removed with or without cause by either a two-thirds (2/3) vote of the Trustees or by a two-thirds (2/3) vote of the Voting Members.

Article VI
OFFICERS

The Officers of the Network shall consist of a Chairman of the Board of Trustees, a Vice Chairman, Secretary, and a Treasurer. The Chairman and Vice Chairman shall be elected by the Board of Trustees annually at the meeting of said Board following the annual meeting of the Members of the Network. They shall serve for a term of one (1) year, and until their successors are elected and qualified, and may succeed themselves, with a maximum of three (3) consecutive years' service.
A)The Secretary and Treasurer shall have such terms and succession as determined by the Board of Trustees upon their appointment.
B)The Chairman, Vice Chairman, Secretary and Treasurer of the Network shall have such powers and duties as are normally incident to such offices.
C)There shall be an Executive Director of the Network who shall be chosen by the Board of Trustees and shall serve at the pleasure of the Board.
D)The Executive Director shall have, subject to the direction of the Board of Trustees and the Chairman, direct administrative supervision over the conduct of the business and affairs of the Network.
E)All officers are subject to removal action of the Board.

Article VII
COMMITTEES

The Board of Trustees may create such committees as it deems necessary and desirable.

Article VIII
NEGOTIABLE INSTRUMENTS, CONTRACTS, ETC.

A)All checks, drafts, bills of exchange, notes or other instruments or orders for the payment of money shall be signed in the name of the Network, or, if made payable to the Network, may be endorsed for deposit to the credit of the Network, by such officer or officers, person or persons, as the Board of Trustees may from time to time designate by resolution.
B)The Board of Trustees may authorize any officer or officers, agent or agents, in the name of and on behalf of the Network, 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.

Article IX
CONFLICTS OF INTEREST POLICY

A) Purpose.   The purpose of the conflicts of interest policy is to protect the interest of the Network when it is contemplating entering into a transaction or arrangement, (1) that might benefit the private interest of an officer or Trustee of the Network or (2) with respect to which an officer or Trustee of the Network may have conflicting interests or interests which may appear to conflict with the interests of the Network.  This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit corporations.

B) Definitions. 

1. Interested Person.  An interested person is any Trustee, principal officer, or member of a committee with Board delegated powers who either (a) has a direct or indirect financial interest, as defined below, or (b) has any personal, business, professional or other interest including an interest as a current or former director or officer of or substantial contributor to a for-profit or nonprofit organization. 
2. Financial Interest.   A person has a financial interest if the person has, directly or indirectly, through business, investment or family –
   1. An ownership or investment interest in any entity with which the Network has a transaction or arrangement; or
   2. A compensation arrangement with the Network or with any entity or individual with which the Network has a transaction or arrangement; or
   3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Network is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. 

A financial interest is not necessarily a conflict of interest.  Under Article IX, Section C, a person who has a financial interest will have a conflict of interest only if the person declares a conflict of interest or if the appropriate Board or committee decides that a conflict of interest exists.

C) Procedures.   

1. Duty to Disclose; Declaration of a Conflict of Interest. 
   1. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of his/her financial or other interest and must be given the opportunity to declare a conflict of interest. 
   2. If an interested person declares a conflict of interest, he/she may (but shall not be required to) answer any questions raised by the Trustees and members of committees with Board delegated powers considering the transaction or arrangement.  If an interested person declares a conflict of interest, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest; provided, however, that the remaining Board or committee members may decide to permit the interested person to remain in the meeting during the discussion and/or vote.
   3. If an interested person discloses the existence of his/her financial or other interest but does not declare a conflict of interest, he/she shall answer any questions raised by the Trustees and members of committees with Board delegated powers considering his/her financial or other interest in the transaction or arrangement.  The determination of whether a conflict of interest exists shall be made in accordance with the procedures of Section C(2).
2. Determining Whether A Conflict Of Interest Exists In The Absence Of A Declaration. If an interested person discloses the existence of his/her financial or other interest but does not declare a conflict of interest, after disclosure of the financial or other interest, and after answering any questions, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining Board or committee members shall decide if a conflict of interest exists.  For this purpose, a material financial interest shall be deemed a conflict of interest while an interest other than a material financial interest is sufficient to, but need not, constitute a conflict of interest.
3. Procedures For Addressing The Conflict Of Interest In The Case Of A Transaction Or Arrangement. If the conflict of interest pertains to a transaction or arrangement:
   1. An interested person may (but shall not be required to) answer any questions raised at the Board or committee meeting, and after providing such answers, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest; provided, however, that the remaining Board or committee members may decide to permit the interested person to remain in the meeting during the discussion and/or vote.
   2. The Chairman of the Board or chairperson of the committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
   3. After exercising due diligence, the Board or committee shall determine whether the Network can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
   4. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Trustees whether the transaction or arrangement is in the Network's best interest and for its own benefit and whether the transaction is fair and reasonable to the Network and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
4. Violations Of The Conflicts Of Interest Policy.
   1. If the Board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
   2. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

D)  Records Of Proceedings. The minutes of the Board and all committees with Board-delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a financial or other interest in connection with an actual or possible conflict of interest, the nature of the financial or other interest, any action taken to determine whether a conflict of interest was present, and the Board's or committee's decision as to whether a conflict of interest in fact existed; and
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.

E)  Compensation. A voting member of the Board of Trustees who receives payments, directly or indirectly, from the Network for goods or services is precluded from voting on matters pertaining to that member's payments.

F)  Annual Statements. Each Trustee, principal officer and member of a committee with Board delegated powers shall annually sign a statement which affirms that such person:

1. Has received a copy of the conflicts of interest policy;
2. Has read and understands the policy;
3. Has agreed to comply with the policy; and
4. Understands that the Network is a tax-exempt organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article X
AMENDMENTS

This Code of Regulations may be amended in accordance with either of the following procedures: (a) at any annual or special meeting of the Voting Members of the Network by the affirmative vote of a majority of a quorom of the Voting Members of the Network, provided notice of such amendment shall have been given in the notice of the meeting; or (b) by conducting a vote of the Voting Members via mail (or email) in accordance with the procedures and requirements for such a vote as set forth in Article IV hereof.

20 December 1977

Amended 19 May 1980

Amended 16 May 1989

Amended 15 October 2008