Columbia, MO Columns and Jesse Hall

MERC Governance Procedures

MERC Governance Procedures

I. Name and Purpose

A. The name of this organization shall be the Missouri Education and Research Consortium (MERC).

B. 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.

II. About MERC

A. MERC is a membership organization with a Board of Directors that oversees the affairs of the Consortium. The Consortium provides input on 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 on the MOREnet public website at www.more.net. MERC also provides an advocacy voice for information technology issues to statewide policy makers.

B. 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 and access to services offered by MOREnet. MOREnet staff are UM employees and report to the executive director of MOREnet.

C. MERC operates as an unincorporated entity and has no legal standing.

D. MERC recognizes three primary segments of higher education: public 4-year colleges and universities, public 2-year colleges and technical colleges, and the independent higher education institutions.

III. Membership

A. 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 Department of Higher Education and accredited by relevant accreditation bodies;

2. The Missouri Department of Higher Education, 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.

B. Application for Membership: Prospective members may apply to join MERC by following published procedures. Acceptance of new members shall be by majority vote of a quorum of the Board of Directors.

C. Each member institution must sign the MOREnet Membership Agreement with the Curators of the University of Missouri.

D. 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 MOREnet consortium as a condition of continued membership. MOREnet fees are due upon invoicing.

E. If a member materially breaches its conditions of participation in the MOREnet Membership Agreement, MOREnet shall notify the Board of Directors that MOREnet may terminate the institution's membership.

F. Any member may terminate membership in MERC by providing written notice as stated in the MOREnet Membership Agreement.

 IV. Governance

A. Institutional Representatives

1. Responsibilities

a. Represent their campus information technology policy to MERC.

b. Participate in statewide information technology policy discussions.

c. Communicate information technology policy issues to campus constituents.

d. Communicate information technology policy issues to state policy makers.

e. Elect MERC Chair Elect and Board of Directors.

f. Nominate and appoint task force members.

g. Conduct binding service agreements with MOREnet.

2. Membership

 a. Should be the senior information technology executive of a member higher education organization or their designated individual who:

i. Has the authority to represent and make decisions for their institution's information technology (voice, video and/or data systems) policy and budget as it relates to MERC.

ii. Is designated by the Chief Executive Officer of the member higher education institution.

B. Board of Directors

1. Responsibilities

a. Provide input to MOREnet regarding service fees structure annually.

b. Provide input on the services provided by MOREnet to MERC members.

c. 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 a quorum of the Board.

d. Establish, charge, and appoint ad hoc task forces to respond to specific issues or projects.

e. Communicate information technology policy issues to state policy makers.

f. Communicate information technology policy issues to Institutional Representatives.

g. Recommend and encourage the establishment of MOREnet policies, standards, and procedures for the benefit of the MERC members.

2. Membership

 a. The Board of Directors will consist of thirteen members, including 3 ex-officio members.

b. The Chair-Elect, Chair and Past-Chair will serve a 4-year term composed of sequential 1-year terms as Chair-Elect, Chair, Past-Chair and Past-past Chair. Each year, a new Chair-Elect will be elected by Institutional Representatives.

c. The six remaining members of the Board of Directors will serve 2-year terms with each member being elected by Institutional Representatives 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 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.

d. The three non-voting ex-officio Board members shall include one representing the Missouri Department of Higher Education, one representing MOREnet and one representing the UM System Vice President for Information Technology.

e. MOREnet Council Representation: The MERC Chair, Past-chair, Chair-elect, and Past-past Chair shall serve as higher education member representatives to the MOREnet Council; with the Past-past Chair serving as the Council Alternate (or proxy) in the absence of either the Past-chair, Chair, or Chair-elect.

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 a quorum of the Board. Twenty-one days advance notice of meetings will be given.

4. A quorum consists of two-thirds of voting members and must include the attendance of at least one of the Chair, Chair-elect, Past-chair, or Past-past Chair.

5. Duties of Officers

a. Chair

 i. Presides over Board of Directors meetings.

ii. Communicates on a regular basis with the MOREnet Executive Director.

iii. Keeps the Chair-elect and Past-chair informed of all consortium business.

 iv. At the end of the one-year term as Chair, the Chair becomes Past-chair.

 v. Represent higher education institutions on the MOREnet Council.

b. Chair-elect

i. Becomes Chair at the end of one year of service as Chair-elect.

ii. Assumes the authority and responsibilities of the Chair in the Chair's absence or unavailability.

iii. Communicates with the Chair and Past-chair concerning consortium business.

iv. Represent higher education institutions on the MOREnet Council

c. Past-chair

i. Serves the Board of Directors and Institutional Representatives in an advisory capacity.

ii. Serves as Chair of the Nominating Committee.

iii. Serves as Parliamentarian.

iv. Assumes the authority and responsibilities of the Chair in the absence of both the Chair and Chair-elect.

v. Represent higher education institutions on the MOREnet Council

d. Past-past Chair .

Represent higher education institutions on the MOREnet Council as the Council Alternate (or proxy) in the absence of either the Past-chair, Chair, or Chair-elect.

6. Election of officers and terms of office

a. 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, the Chair progresses to the Past-Chair position and the Past-chair progresses to the Past-past Chair position. The Past-past Chair completes the cycle. Chair-Elect office is, therefore, a four-year commitment.

b. 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.

c. The nominating process for officers on the Board of Directors is as follows: nominations are conducted per sector (2-year public, 4-year public, independent) at the Spring Institutional Representatives meeting and choices relayed to the MOREnet Higher Education Program Manager. Voting is conducted electronically and will be open for 30 days prior to the start of the following fiscal year. Write-in candidates may be submitted by the Institutional Representatives during this election.

d. 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.

e. Removal of Officers: A two-thirds vote of no confidence by a quorum of 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.

C. Task Forces and ad hoc committee: The Board of Directors may create or disband task forces and ad hoc committees by a simple majority vote of a quorum of the Board of Directors.

D. Standing Committees: The Board of Directors may create or disband standing committees by a simple majority vote of a quorum of the Board of Directors.

E. All meetings will be conducted in accordance with the latest edition of Robert's Rules of Order (Newly Revised).

F. Voting

1. Institutional Representatives

a. Voting may be conducted in writing, electronically, by voice or by show of hands.

b. A quorum of one-third of the Institutional Representative members must vote to be valid (with the exception of Governance Procedures voting) and of that vote a simple majority is needed for approval.

c. Electronic voting will be open for 30 days for consideration of issues.

2. Board of Directors

a. Voting may be conducted in writing, electronically, by voice or by show of hands.

b. A quorum of two-thirds of the members of the Board of Directors must vote to be valid.

c. A simple majority of the voting quorum necessary for a measure to pass.

d. Electronic voting may be conducted to achieve a quorum without time constraints.

V. Equipment

A. All equipment purchased by MOREnet on behalf of MERC member institutions shall be owned by University of Missouri, subject to the provisions of subparagraph B herein. Whether equipment is owned by the University or by member, member is responsible for purchasing equipment maintenance, as desired, from MOREnet on an annual basis.

B. 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.

 VI. Dissolution

A. 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.

VII. MOREnet Service Policies and Privacy

A. Service Policies. Each member shall abide by the MOREnet Service Policies as published on the MOREnet public website at www.more.net.

B. MERC Board membership is published on MOREnet's public web site. This list includes Board of Directors name, business address. ,

VIII. Services

A. MOREnet will maintain on its public website at www.more.net a list of services available to MERC members, including pricing for specific services.

B. 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.

 IX. Amending Governance Procedures

A. 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.