The name of this organization shall be the Digital Commonwealth of Massachusetts, herein to be referred to as the Digital Commonwealth.
Building accessible collections enables Digital Commonwealth members to make their unique assets available to the widest range of researchers, scholars, students, and the general public.To achieve these goals, the Digital Commonwealth shall provide
Membership fees are determined by a vote of the Board of Directors. The current fee structure is posted on the Digital Commonwealth Web Portal.
Membership fees do not include costs of contracted services, e.g., image and metadata creation, processing, or storage. Contracted services are performed by a separate agreement between institutions and contractors.
Digital Commonwealth’s hosted Repository service is an optional service offered to members and subject to separate agreements.Section Index
There shall be a Council of Members which shall be comprised of one designated representative from each eligible member organization.
The Council of Members, by majority vote except where noted, shall have the right to elect Board of Directors members and officers of the organization as provided in Section 6. The Council shall also have the right to approve and revise the Plan of Service and the Annual Budget for funding approval.
The Council of Members shall hold annual meetings and may elect the time and place for other meetings. Meetings of the Council may be called by a written request of ten percent of the Council, the President of the Board of Directors of the organization, or by a majority of the Board of Directors members then in office, by giving written notice (including electronic notice) of the date, time, place, and purpose of such meeting to the Council of Members at least thirty (30) days in advance of such meeting.
Ten (10) percent of the Council of Members shall constitute a quorum for the transaction of business at any meeting of the Council. At any meeting of the members at which a quorum is present, the vote of a majority of those present shall decide any matter, unless a different vote is specified by the guidelines.
Any action required or permitted to be taken at any Council of Members meeting may be taken without a meeting if a statement of approval of specific action is signed electronically or in writing by a quorum of the members. Such consent, which may be signed in counterparts (i.e., by each member), shall have the same force and effect as a vote of the Council of Members.Section Index
The Board of Directors represents the Council of Members on all matters pertaining to Digital Commonwealth. The Board of Directors presents a plan of service to the membership at the annual meeting of the Council of Members. The Board of Directors makes policy, budget, vendor, personnel, and service decisions consistent with the approved Plan of Service and By-Laws.
The Board of Directors is composed of ten (10) voting members, five of whom shall serve as Officers and five as Directors of the Digital Commonwealth (see section 6). In addition, up to five (5) ex-officio voting members may serve on the Board of Directors. Board of Directors members serve two year terms. The President and Vice-President will serve three-year terms. Terms will be staggered, so that no more than five (5) terms will expire in a given year.
Agencies providing contracted services and or financial support to Digital Commonwealth may be nominated and elected as ex-officio members by the Board of Directors. Four ex-officio member positions are reserved for representatives of the following organizations:
Vacancies on the board of directors shall exist on the death, resignation, or removal of any director. Vacancies on the board will be filled after election by and approval of a majority of the remaining members of the board. As much as possible, effort will be made by the Board of Directors to solicit representation from the different types of member institutions: public, academic, school and special libraries; historical societies, museums, and other cultural institutions. The Board of Directors represents the diverse geography and varying size of participating institutions.
Regular meetings of directors shall be held monthly at a place designated by the president of the Board. Special meetings of the board of directors may be called by the president, the vice president, the secretary, or by any two directors of the board. Such meetings shall be held at a place designated by the person or persons calling the special meeting.
A quorum shall consist of a majority of the members of the board of directors. Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
There are five standing committees: Conference Committee; Development Committee ; Nominating Committee; Portal, Repository, Technology and Standards Committee; and Outreach and Training Committee. The Board of Directors may form and dissolve committees and Task Forces as needed.
Committees are established to address long-term issues. Any Committee shall consist of at least three people. Task forces may be convened by the Board of Directors to consider specific issues for a designated period of time. Inasmuch as possible, all Committees and Task Force appointments shall reflect the diversity of the institutional participants of the Digital Commonwealth.
The Conference Committee plans and organizes the annual Digital Commonwealth conference.
The Development Committee raises money for the Digital Commonwealth through sponsorships, grants, and contributions.
The Nominating Committee recommends a slate of officers for the Board of Directors and for Committee and Task Force positions not filled by members of the Board of Directors.
The President, Past-President, Vice-President/President-Elect, Secretary, Treasurer of the Board of Directors will serve as officers of the Digital Commonwealth. The Board of Directors shall appoint initial officers and when vacancies occur between Council of Members meetings. Such other officers as may be deemed necessary may be recommended by the Board of Directors and approved by Membership at its annual meeting.
2a. The role of the President is to issue calls, establish agendas, and preside over Board of Directors and Council of Member meetings. In addition, the President ensures effective representation for Digital Commonwealth in other meetings and activities as appropriate. The President signs all bonds, contracts, and other instruments authorized by the Board of Directors and/or Council of Members.
2b. The role of the Past-President is to serve on the Board of Directors and assist with governance transition and leadership duties.
2c. The role of the Vice-President is to perform the duties of the President in the absence of the President and shall assist in the discharge of its leadership duties.
2d. The role of the Secretary is to record minutes of meetings of the Board of Directors and the Council of Members and to maintain all records of Digital Commonwealth activities.
2e. The role of the Treasurer is to oversee the Digital Commonwealth financial accountant and provide a financial report for monthly Board of Directors meetings and the annual Council of Members meeting.Section Index
The role of the Board of Directors is to focus on policy and planning for the Digital Commonwealth. The Board of Directors may select a contracting agency to oversee the management of the Digital Commonwealth under the direction of the Board or its designee. The contracting agency would have authority on all matters relative to the operation of the Digital Commonwealth, except as specifically reserved to the Board of Directors or the Council of Members.Section Index
The Board of Directors shall have the sole authority to enter into consensual, binding contracts on behalf of the Digital Commonwealth and its Council of Members. The Board of Directors must review and approve basic contract terms and approve the contract before it is executed. A Board of Directors member who is in any way, directly or indirectly, interested in a contract or proposed contract shall disclose his or her interest at a meeting of the Board of Directors. The Board of Directors shall be responsible for all contracts that have been authorized and approved by the Board of Directors, including agreements made with its employees. The Board of Directors shall authorize the President or Board of Directors to sign contracts. The contracting agency will manage all contracts according to the advice of the Board of Directors.Section Index
The Digital Commonwealth shall keep at the principal office of the organization correct and complete books and records of account; minutes of the proceedings of the Board of Directors; and a register of the names and addresses of the Directors of the organization. Any director, or agent or attorney thereof may inspect all books and records of the Digital Commonwealth, for any proper purpose at any reasonable time.Section Index
The purpose of the conflict of interest policy is to protect Digital Commonwealth’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with Board of Directors delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board of Directors 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.
When conducting the periodic reviews as provided for in Section 10.6, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.Section Index
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of Digital Commonwealth shall be indemnified and held harmless by the corporation to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide indemnification rights).Section Index
In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
Disposition of Digital Commonwealth repository assets is covered in the agreements governing these contracted services.Section Index
These By-Laws (guidelines) may be amended at any meeting of the Council of Members by a two-thirds vote provided that the amendment has been submitted with the call for the meeting. Alternatively, amendments may be ratified by the Council of Members through a mailed or electronic ballot in which at least half of the Council members return ballots, and two-thirds of those voting approve the amendment. The Board of Directors may also amend these By-Laws (guidelines) by a two-thirds vote at any meeting of the Board of Directors, provided that the proposed amendment has been submitted with the notice of the meeting. The Board of Directors shall give written notice of such amendments to the Council of Members before the next meeting of members. Any amendment adopted by the Board of Directors shall be valid only until acted upon by the members at the next regular meeting or by mail/electronic ballot.Section Index These bylaws are available as a PDF download.