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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:

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 the Network.

Article II
MEMBERSHIP

There shall be two classes of Members of the Network: General Members and Voting Members. General Members shall be libraries, chiefly of Ohio, whether public or private, academic or non-academic, which meet the terms and conditions of the OHIONET membership policies, as determined by the OHIONET Board of Trustees. (As amended 19 May 1980, in bold.) Voting Members shall be those General Members which serve exclusively educational, scientific, or literary purposes, and are that 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.

Article III
MEMBERSHIP VOTING RIGHTS

At any meeting of the Voting Members of the Network, each Voting Member shall be entitled to one 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 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 shall decide any question brought before such meeting, unless the question is one upon which by express provision of law, the Articles or this Code of Regulations, a larger or different vote is required.

Notice of all annual meetings shall be given in writing to each Voting Member by the Secretary of the Network, 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. (As amended 16 May 1989, in bold.) 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 Members; 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, telephone or telegraph, 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, when formally comprised of twelve (12) Trustees, then seven (7) Trustees 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. (As amended 16 May 1990, in bold.)

E)Removal of Trustees - A member of the Board of Trustees may be removed for 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
AMENDMENTS

This Code of Regulations may be amended at any annual or special meeting of the Voting Members of the Network by the affirmative vote of a majority of the Voting Members of the Network, providing notice of such amendment shall have been given in the notice of the meeting.

20 December 1977

Amended 19 May 1980

Amended 16 May 1989

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