Bylaws
Article I: Name
The name of this organization is Education Nexus Oregon.
Article II: Purposes
The purposes of this Organization is to serve state-recognized educational institutions, both public and private, serving students in grades Pre-K-20 in the following endeavors:
- To provide a venue for districts and education service agencies to coordinate the implementation of the Ed-Fi standard;
- To design, implement and manage statewide data systems which reduces the difficulty and expense associated with the creation of information and knowledge from school district administrative systems.
- To provide for the sharing and exchange of ideas, techniques, materials and procedures for use in modern information systems in education;
- To promote and encourage appropriate use of technology, data standards, and adherence to technical standards for the improvement of educational data systems.
Article III: Membership
The membership of this Organization consists of one representative from each paying state-recognized entity. The Board of Directors will be selected from the membership.
Section 1: Eligibility for Membership
Application for voting membership shall be open to any Oregon state-recognized educational entity, both public and private, serving students in grades Pre-K-20. This includes, but is not limited to, public K-12 school districts, state-recognized private schools, pre-schools, community colleges, universities and colleges, education service districts, and state agencies responsible for the administration of public education. All memberships shall be granted upon the majority vote of the Board of Directors.
Section 2: Membership Term
Membership in the Organization is indefinite. Membership term shall begin immediately upon the approval of the Board of Directors and last until the member either: resigns their membership, or the Board of Directors rescinds membership of a member.
Section 3: Annual Dues
The amount required for annual dues shall be set annually by a majority vote of the Board of Directors. Continued membership is contingent upon being up-to-date on membership dues. Annual dues must be received by October 1 of the current fiscal year.
Section 4: Rights of Members
Each member entity shall be eligible to appoint one voting representative to cast the member’s vote in organizational meetings and elections.
Section 5: Resignation and Termination
Any member may resign by filing written resignation with the Secretary of the Board of Directors. Resignation shall not relieve a member of unpaid dues, other charges previously accrued, or entitle a member to a refund of membership dues. A member can have their membership terminated by a majority vote of the Board of Directors.
Article IV: The Board of Directors
Section 1: Number of Directors
The total number of directors will be a minimum of six and not more than ten. Within these limits, the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms of the directors.
Section 2: Term and Elections
Term and election of the Directors: The elected members shall hold office for three years beginning at the earliest Board meeting following July 1 of each year. A minimum of two and not more than three will be elected each year. The exception being the first two years of the Organization as detailed in Article IV, Section 3.
Section 3: Voting
During the first two years of the Organization all Board members shall remain in place, for operational stability. Before the end of the first year, Board positions as defined in Article 5, Section 6, shall be identified by a random selection process. Beginning with the earliest Board meeting following July 1 in the third year, elections will be held as described in Article V, Section 6.
Section 4: Governance
The Board shall be the legislative and policy-determining body for the Organization. It shall have the power to approve the budget, and to direct and review the general affairs of the Organization within the limits set forth in these By-laws.
Section 5: Meetings
The Board shall hold regular business meetings. The annual business meeting will be held during the first quarter of the fiscal year.
Section 6: Quorum
A majority of the members of the Board shall constitute a quorum and, unless specified otherwise in these By-laws, decisions shall be by a majority of those voting.
Section 7: Removal from Board
A Board Member may be removed by an affirmative vote of three-quarters of the sitting Members of the Board of Directors. Cause for removal shall include, but not be limited to, the failure of a Board Member to attend two (2) consecutive regular meetings of the Board without reasonable excuse. Upon vote for removal written notification shall occur by the President, and the position declared vacant. Board members so removed may petition the Board at the next meeting to be reinstated.
Article V: Divisions
Section 1: Officers of the Organization
The officers of the Organization shall be the President, President- Elect, Secretary, Treasurer and Immediate Past-President.
Section 2: Terms of Office
The term of office for President, President-Elect, and Immediate Past-President shall be one year for each. The President-Elect automatically becomes President at the expiration of the sitting President’s term. The term of office for Treasurer and Secretary shall be three years for each. The term of office for officers shall begin at the annual business meeting.
Section 3: Board Membership
The officers and Directors-at-Large shall be chosen from active members by preferential ballot of the active members of the Organization. Nomination procedures for elective offices, described in Section 4, shall be followed as closely as possible, and the dates specified refer to a fall regular business meeting of the Board.
Section 4: Elections
Each year, the President, with the advice and majority consent of the Board of Directors, shall appoint a Nominating Committee. This committee shall propose nominations and ascertain the availability of each nominee. The Nominating Committee will be expected to submit its report for approval to the Board of Directors no later than the first Board meeting of the fiscal year. Upon approval of a slate of nominees, the Secretary shall prepare a ballot including names submitted by the Nominating Committee and shall make the ballot available to each active member of the Organization within 30 days either by mail or electronically. Space for write-ins must be clearly shown on the ballot. Balloting shall close 30 days after the date of the ballot issue. In case of a tie, the Board will settle the tie at their next regular business meeting. All Board members will be introduced to the membership at the next general business meeting.
Section 5: Board Expectations
Board members must be active members, employed by a member organization. In the event that a Board member leaves qualifying employment during their term of office, the board may appoint an eligible member to the board on interim basis for the balance of the term.
Section 6: Board Rotation & At-Large Positions
Up to three Director at Large positions shall be filled from eligible members (as defined in Section 5 above) from geographic regions. Up to two additional at-large positions may be filled as well. Elections for each geographic and at-large positions will be held in three-year cycles as follows:
- Year One: Position 1 (Oregon School district over 10,000 ADMr), Position 2 (Oregon ESD), Position 7 (optional at-large)
- Year Two: Position 3 (Oregon School district over 10,000 ADMr), Position 4 (Oregon ESD), Position 8 (optional at-large)
- Year Three: Position 5 (Oregon School district over 10,000 ADMr), Position 6 (Oregon ESD), Position 9 (optional at-large)
- Ex-Officio Non-Voting Position 1 (Oregon Department of Education)
The term of office for all Board positions shall be three years.
Section 7: Vacancies on the Board
When a vacancy occurs in the office of the President, the President- Elect shall succeed and remain in office until the end of the term in which they would have held the Presidency. Order of succession after the President-Elect shall be the Secretary and the Treasurer. When a vacancy occurs in any other elective office, the President shall call a special meeting of the Board of Directors, or add to the agenda at the next regular meeting of the Board of Directors for the purpose of filling the vacancy. If an officer is unable, or fails, to perform his/her duties satisfactorily over a period of time, the Board is authorized to declare the office vacant.
Section 8: Chairman of the Board
The President shall be the Chairman of the Board of Directors.
Article VI: Committees
The routine business of the Organization, may be conducted in part by utilization of certain committees, the membership and functions of which shall be determined by the Board of Directors. Committees shall maintain records of any actions or proceedings, and shall submit a written or oral report to the Board at regularly scheduled meetings of the Organization.
Article VII: Finances
Section 1: Annual Dues
Annual dues of all members shall be set by the Board of Directors in accordance with the Organization's financial needs. Dues may be changed by a majority vote of the Board of Directors and shall become effective at the beginning of the next membership year. Organization members must be notified of any potential increase by no later than February 1 prior to the fiscal year of the increase.
Section 2: Treasurer
The Treasurer shall be responsible for the receipt of payments, keep accounts and submit reports as provided in Article VII, Section 10. They also, upon authorization by the President, shall be responsible for the payment of bills and encumbrances of the Organization. Approval of encumbrances in excess of $5,000 shall be approved by the Board of Directors. The Treasurer’s primary duties and responsibilities are defined and detailed in the Organization's Operations Handbook.
Section 3: Assets
The assets of the Organization shall be held in accounts and systems designated as Education Nexus Oregon. The location and nature of the accounts and systems shall be determined by the Board of Directors.
Section 4: Revenue
All revenue derived from dues, assessments, sale of publications, gifts, grants or from other sources, shall be expended in accordance with Organization purposes in keeping within its budget or within the special terms of a grant or bequest. No part of the income of the Organization shall be paid to any member as a share or as either a monetary or material benefit. Members or the Board may be reimbursed for necessary expenses related to their duties.
Member organizations are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.
Section 5: Fund Commitments
No member or group of members shall commit the funds or other assets and resources of the Organization in any way except as stipulated in these By-laws.
Section 6: Fiscal Year
The fiscal year will be July 1 through June 30.
Article VIII: Meetings and Business
Section 1: Meeting Locations and Times
The Board shall have the authority to set the time and place for meetings of the Organization. On the petition of two-thirds of the active members, the Board must call a meeting to be held within one month of the date of the petition.
Section 2: Meeting Announcements
Announcement of the time and place of any regular business meeting of the Organization shall be made as far ahead as possible, but no less than three weeks prior to the meeting.
Section 3: Conference Approval
All workshops, symposia, and conferences utilizing the organization’s identity or resources require the approval of the Board of Directors.
Section 4: Order of Operations
In all cases to which they apply and do not conflict with the provisions of these By-laws, Robert's Rules of Order shall govern business meetings of the Organization.
Section 5: Annual Business Meeting
At the annual business meeting, a quorum of the Board of Directors is required for transacting business.
Section 6: Membership Voting
Items of business requiring the vote of the active members may be transacted electronically when the Board considers such action desirable. It shall also be in order for any member to introduce such items for discussion and reconsideration at the next succeeding regular business meeting of the Organization.
Section 7: Membership Referral for Voting
At any regular business meeting, the Board may by two-thirds vote (see Section 6), refer any business to the entire active membership for a vote by mail or electronic means. A summary of the discussion on the floor shall be included in the material sent to the members.
Section 8: Minutes
Minutes of each business meeting, proceedings of the conferences, and Committee reports shall be maintained by the Secretary. The Secretary’s primary duties and responsibilities are defined and detailed in the Organization's Operations Handbook.
Article IX: Amendments and Revisions
Section 1: By-laws
The Board of Directors may amend, alter, or repeal these By-laws at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changed to be affected thereby shall be given to each director at least 3 days in advance of such a meeting. All amendments of the Articles shall require the affirmative vote of at least two-thirds of the Board of Directors.
New provisions, other than amendments that alter or supersede existing provisions of these By-laws, shall be numbered in sequence following Article XI.
Article X: Affiliation
Section 1: Affiliations
Affiliations with other organizations shall be at the discretion of the Board.
Article XI: Dissolution
Section 1: Process
In the event the Organization is dissolved, the Board of Directors shall remain in existence for not more than twelve (12) months to terminate the affairs of the Organization.
Section 2: Remaining Obligations
After payment of all debts and obligations, the Board of Directors shall distribute any remaining assets to suitable non-profit organizations at their discretion.
Revised 3.28.17