MERC Governance Procedures

Governance

Governance Procedures:

MERC Governance Procedures

Name and Purpose
1. The name of this organization shall be the Missouri Education and Research Consortium (MERC).
2. Consortium Vision and Purpose
  1. Consortium Vision: MERC will strive to be recognized nationally as a model of cooperation and collaboration for providing leadership and policy development in the use of information technology and networking in higher education.
  2. Statement of Purpose: We, the members of MERC, pledge to advance the collaborative use of information technology and applications in higher education, research, public service and work together to share resources and advance professional development of member IT staff and to affect policy development for the benefit of all consortium members.
About MERC
1. MERC is a membership organization with a Board of Directors that oversees the affairs of the Consortium. The Consortium negotiates service offerings and fee structures with MOREnet on behalf of its members. Individual members are responsible for contracting with MOREnet for services and for payment of fees as outlined in the Membership Agreement and MOREnet business documents. MERC also provides an advocacy voice for information technology issues to statewide policy makers.
2. MOREnet is an operating unit of the University of Missouri (UM) System. The UM Board of Curators, on behalf of MOREnet, contracts with higher education institutions for participation in a statewide academic telecommunications consortium, MERC. MOREnet staff are UM employees and report to the executive director of MOREnet.
3. MERC operates as an unincorporated entity and has no legal standing.
4. MERC recognizes three primary segments of higher education: public 4-year colleges and universities, public 2-year colleges and technical colleges, and the independent and proprietary higher education institutions.
Membership
1. Membership shall be limited to Missouri-based degree granting two-year and four-year institutions of higher (post-secondary) education.
  1. Institutions must be recognized by the Missouri Coordinating Board for Higher Education and accredited by relevant accreditation bodies;
  2. The Missouri Coordinating Board for Higher Education, MOBIUS and MOREnet are ex-officio non-voting members of the consortium; and
  3. An institution with more than one campus is considered a single member if all campuses are accredited as part of a single institution.
2. Application for Membership: Prospective members may apply to join MERC by following published procedures. Acceptance of new members shall be by majority vote of the Board of Directors.
3. Each member institution must sign Consortium Membership Agreement with the Curators of the University of Missouri.
4. To be a member in good standing, the institution must comply with all components of MERC Governance Procedures. Each member shall meet its financial obligations to the consortium as a condition of continued membership. MERC charges are due upon invoicing.
5. If a member materially breaches its conditions of participation in the Membership Agreement, the Board of Directors may terminate the institution's membership.
6. Any member may terminate membership in MERC by providing written notice as stated in the MERC Membership Agreement. The Board of Directors may, by a two-thirds majority vote of a quorum present, terminate a membership whenever, in its judgment, the best interests of MERC would be served.
Governance
1. Institutional Representatives
  1. Responsibilities
    1. Represent their campus information technology policy to MERC.
    2. Participate in statewide information technology policy discussions.
    3. Communicate information technology policy issues to campus constituents.
    4. Communicate information technology policy issues to state policy makers.
    5. Elect MERC Chair Elect and Board of Directors.
    6. Nominate and appoint task force members.
    7. Conduct binding service agreements with MERC.
  2. Membership
    1. Should be the senior information technology executive of a member higher education organization or their designated individual who:
      1. Has the authority to represent and make decisions for their institution's information technology (voice, video and data systems) policy and budget as it relates to MERC.
      2. Is designated by the Chief Executive Officer of the member higher education institution.
2. Board of Directors
  1. Responsibilities
    1. Ratify the dues and fees structure annually by simple majority vote of those present.
    2. Review and approve the MERC dues and budget.
    3. Negotiate and oversee the services provided by MOREnet to MERC members as part of their MERC dues.
    4. Maintain full responsibility for MERC policy documents. Policies as set forth by the Board of Directors shall be ratified by a simple majority vote of those present.
    5. Establish, charge, and appoint ad hoc task forces to respond to specific issues or projects.
    6. Communicate information technology policy issues to state policy makers.
    7. Communicate information technology policy issues to Institutional Representatives.
    8. Recommend and encourage the establishment of MOREnet policies, standards, and procedures for the benefit of the MERC members.
  2. Membership
    1. The Board of Directors will consist of nine members.
    2. The Chair-Elect, Chair and Past-Chair will serve a 3-year term composed of sequential 1-year terms as Chair-Elect, Chair and Past-Chair. Each year a new Chair-Elect will be elected by Institutional Representatives.
    3. The six remaining members of the Board of Directors will serve 2-year terms with each member being elected from one of three educational segments. MERC recognizes the following three educational segments: Public 4-year Institutions, Public 2-year and Technical Institutions, and Independent/Proprietary Institutions. Each segment will elect one At-Large member per year thus providing overlapping terms for the two At-Large members from a given segment.
    4. The Board of Directors will include six non-voting ex-officio members; one representing the Missouri Department of Higher Education, one representing MOBIUS, one representing MOREnet, one representing the UM System Vice President for Information Technology and two representing the MOREnet Council who are currently serving as the external higher education representatives to the Council.
  3. Meetings: The Board of Directors will meet at least two times per year on the call of the Chair and at other times as needed on the call of the chair or by a simple majority vote of the Board. Twenty-one days advance notice of meetings will be given.
  4. A quorum consists of a simple majority of the Board of Directors and must include the attendance of at least one of the Chair, Chair-elect, or Past-chair.
  5. Duties of Officers
    1. Chair
      1. Presides over Board of Directors meetings.
      2. Communicates on a regular basis with the MOREnet Executive Director.
      3. Keeps the Chair-elect and Past-chair informed of all consortium business.
      4. At the end of the one-year term as Chair, the Chair becomes Past-chair.
      5. Represent MERC as an advisor to the CBHE Committee on Technology and Instruction.
    2. Chair-elect
      1. Becomes Chair at the end of one year of service as Chair-elect.
      2. Assumes the authority and responsibilities of the Chair in the Chair's absence or unavailability.
      3. Communicates with the Chair and Past-chair concerning consortium business.
      4. Serves as Chair of the HELIX Conference planning committee.
    3. Past-chair
      1. Serves the Board of Directors and Institutional Representatives in an advisory capacity.
      2. Serves as Chair of the Nominating Committee.
      3. Serves as Parliamentarian.
      4. Assumes the authority and responsibilities of the Chair in the absence of both the Chair and Chair-elect.
  6. Election of officers and terms of office
    1. The Chair-Elect, Chair, and Past-Chair, each serve a one-year term progressing to the next officer position. The Chair-Elect progresses to the Chair position and the Chair progresses to the Past-Chair position. The Past-Chair completes the cycle. Chair-Elect office is, therefore, a three-year commitment.
    2. The At-Large members serve two-year terms representing their educational segment. Each educational segment has two At-Large members that are elected in alternating years.
    3. The nominating process for officers on the Board of Directors is as follows: The Past-Chair serves as Chair of the Nominating Committee and appoints two Board of Directors members to serve on the Nominating Committee. The Nominating Committee submits the nomination for officers to Board of Directors at a meeting at least thirty days prior to the annual Spring Institutional Representatives meeting. The Spring Institutional Representatives meeting is typically held in conjunction with the HELIX conference. Members of the Board of Directors are elected by the Institutional Representatives during this meeting. Write-in candidates may be submitted by the Institutional Representatives during this election.
    4. In the event of a vacancy the Chair may nominate a replacement to fill the remaining term. The nominee is then ratified by a vote of the Board of Directors.
    5. Removal of Officers: A two-thirds vote of no confidence by the Board of Directors will result in the removal of a specified Board of Directors member. A request for a special meeting to consider a no confidence vote must be submitted to the Chair by petition signed by four or more Board of Directors members. The special meeting must be called by the Chair within thirty days.
3. Task Forces and ad hoc committee: The Board of Directors may create or disband task forces and ad hoc committees by a majority vote of the Board of Directors.
4. Standing Committees: The Board of Directors may create or disband standing committees by a majority vote of the Board of Directors.
5. All meetings will be conducted in accordance with the latest edition of Robert's Rules of Order (Newly Revised).
6. Voting
  1. Institutional Representatives
    1. Voting may be conducted in writing, electronically, by voice or by show of hands.
    2. A quorum of one-third of the Institutional Representative members must vote to be valid, and of that vote a simple majority is needed for approval.
    3. Electronic voting will be open for 30 days for consideration of issues.
  2. Board of Directors
    1. Voting may be conducted in writing, electronically, by voice or by show of hands.
    2. A quorum of two-thirds of the members of the Board of Directors must vote to be valid.
    3. A simple majority of the voting quorum necessary for a measure to pass.
    4. Electronic voting may be conducted to achieve a quorum without time constraints.
MERC Equipment
1. All equipment purchased by MOREnet on behalf of MERC member institutions shall be owned and maintained by University of Missouri, subject to the provisions of subparagraph B herein.
2. Termination or Removal. In the event membership in MERC is terminated, or if equipment is removed from service by the member, it will be abandoned on the member site, if the member originally reimbursed MOREnet for said equipment.
Dissolution
1. Should MERC be dissolved, any equipment owned by the University of Missouri shall be returned to MOREnet or abandoned on each member site as determined by MOREnet. Dues or fees paid by members after any and all expenses are fully paid, as determined by the University of Missouri, shall be distributed to MERC members in accordance with the direction of the Board of Directors of MERC.
MOREnet Service Policies and Privacy
1. Service Policies. Each member shall abide by the MOREnet Service Policies.
2. Non-members. MERC members must notify the MOREnet Executive Director of the name, address and purpose of any organizations that receives network connections or uses MOREnet assigned IP addresses, and ensure that the downstream organizations are informed of and agree to abide by the MOREnet Service Policies.
3. Consortium membership is published on MOREnet's public web site. This list includes Board of Directors title, business address, business telephone number, and email address.
Services
1. MOREnet will maintain a document of published services available to MERC members and cost recovery, if any, for specific services.
2. Consortium members may elect to participate with or without a managed connection. Members participating without a managed connection are not eligible for services associated with managed connections.
3. Service Level Agreements (SLA) have been established by MOREnet for selected services. SLAs have several options from which organizations may select. If a SLA has been created for a particular service, each organization must select an option.
Amending Governance Procedures
1. The Governance Procedures may be amended at any meeting of the Institutional Representatives by a two-thirds majority of votes cast by a quorum of members. Written or electronic notice to the Institutional Representatives of proposed amendments is required fifteen days prior to Institutional Representatives meetings. Institutional Representative members may propose amendments to the Governance Procedures by submission of the proposed amendment to the Board of Directors in writing at least two weeks prior to a Board of Directors meeting.