Bylaws of Merit Network, Inc.Amended July 6, 2007Article I. Name and Organization
Section 1.
The name of this organization shall be Merit Network, Inc.
Section 2.
The organization shall be organized and shall operate as a non-profit corporation under
the provisions of Act No. 327 of the Michigan Public Acts of 1931, as amended.
Article II. Purpose
Established in 1966 to encourage and promote computer resource sharing in Michigan, Merit Network, Inc. has developed
into the operator of the leading high-speed research and education network in the state. From an initial membership of
three universities, the organization now includes a wide array of educational and research groups and institutions,
("Member Institutions and Affiliate Organizations"). Merit pre-dates any other network of its kind by more than a decade,
and has earned recognition for leading-edge installations, innovation, reliability, and service.
As a cooperative of Member universities, one aspect of Merit's mission is to unify and extend the strength of those Members.
Each of the members brings particular facilities, expertise, commitment, aspirations and interests to the cooperative, and
the mission of Merit is to enhance the missions of the Membership through the sharing of these diverse resources. This
role further extends to those national associations and connections that strengthen the Member universities, including
National Lambda Rail and Internet2.
In pursuance of its academic mission to support teaching, research, and public service, Merit also provides network-related
applications and services. It is the role of Merit as the operator of a high-speed research and education network to
contribute broadly to educational and economic development in Michigan.
NOTWITHSTANDING any other provision of these Articles, the Corporation shall not carry on any activities not permitted to
be carried on by a Corporation a) exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of
1986 (or corresponding provisions of any future United States Internal Revenue law) or b) contributions to which are
deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or corresponding provisions of any future
United States Internal Revenue law).
Article III. Offices
The principal offices of Merit Network, Inc. shall be located in the City of Ann Arbor in the County of Washtenaw in the State of Michigan.
The location of the office may be changed from time to time by the Board of Directors of Merit Network, Inc.
Article IV. Seal
Merit Network, Inc., shall not have a seal.
Article V. Members
Section 1.
Membership in Merit Network, Inc., shall consist of the following institutions and such other institutions as may
subsequently be elected to participate based on their qualifications and interests:
Central Michigan University
Eastern Michigan University
Ferris State University
Grand Valley State University
Lake Superior State University
Michigan State University
Michigan Technological University
Northern Michigan University
Oakland University
Saginaw Valley State University (not in good standing)
University of Michigan
Wayne State University
Western Michigan University
All participating institutions in good standing shall hereafter be referred to as Member Institutions.
All Member Institutions must be exempt from Federal income tax under the Internal Revenue Code of 1986 (or corresponding
provisions of any future United States Internal Revenue law).
Section 2.
Each Member Institution shall appoint one representative who shall act as agent of that Member Institution, and each
representative shall have the right to vote in all Merit Network, Inc., matters requiring a vote or approval of the Member
Institutions. The process for assigning voting rights to each Member Institution is detailed in Article X.
Section 3.
Collectively the Member Institution representatives shall serve as the Board of Directors of Merit Network, Inc.
Section 4.
The representative of each Member Institution shall be qualified to originate and to take part in the discussion of any
matter that may properly come before the Board of Directors, to vote on such matter, and to hold any office in Merit Network,
Inc., to which he or she may be elected or appointed.
Section 5.
Should a representative of any Member Institution be unable to act for any reason, or a position with the Member Institution
becomes vacant because of death or resignation, said vacancy shall be filled by appointment of that Member Institution.
Article VI. Officers
Section 1.
The officers of Merit Network, Inc., shall be a Chair, a Vice Chair, a Secretary, and a Treasurer. In the interests
of continuity, the Vice Chair will be expected to succeed to the Chairship when the incumbent Chair leaves the position.
Terms for all offices shall be two years, with a limit of two terms in succession for the Chair. The officers shall be elected
every two years by the representatives on the Board of Directors from among the representatives of the Member Institutions
(see Article V, Section 2-3) upon nomination by the Nominating Committee (see Article VIII, Section 1).
Section 2.
The Chair shall preside at all meetings, and, with the advice and counsel of the Executive Committee (see Article VIII, Section 2),
shall oversee the implementation of the policies and directives of the Board of Directors.
Section 3.
The Vice Chair shall act as Chair in the absence of the Chair and when so acting shall have the power and authority of the Chair.
Section 4.
The Secretary shall act as the Secretary of Merit Network, Inc., and shall be responsible for the keeping and reporting
of adequate records of all transactions and of all minutes of all meetings of the Board of Directors and the Executive Committee.
Section 5.
The Treasurer shall be responsible for the finances of Merit Network, Inc., and its fiscal records and shall supervise the
fiscal agent. The Treasurer shall report to the Board at least once annually and more frequently upon request.
Article VII. MeetingsSection 1.
The annual meeting of Merit Network, Inc. shall be held at 10:00 a.m. on the last Friday of January, unless rescheduled
by the Chair, at a place specified by the Chair. Written notice of the annual meeting shall be sent not less than ten (10)
days in advance of the date for which the meeting is called. The quorum for the transaction of business at the annual meeting,
or at any regular or special meeting of the Board of Directors of Merit Network, Inc., shall require that the Member Institutions'
representatives present in person or by duly authorized proxies represent at least half of the Vote as defined in Article X of
these bylaws. A designated representative shall transmit in writing to the Chair or President of Merit Network, Inc., an
authorization for a proxy to represent and act for him or her prior to any meeting at which he or she seeks such representation.
Section 2.
The agenda for the Annual Meeting shall be as follows:
- Presentation and approval of minutes of prior meeting.
- Election of officers.
- Adoption or confirmation of the Membership fee model to be used during the next fiscal year.
- Confirmation of each Member Institutions' inputs to the Membership fee model to be used during the next fiscal year.
- Confirmation of each Member Institutions' level of Membership for the next fiscal year as determined by
the Membership fee model.
- Transaction of such other business that may be properly brought before the meeting.
- Adjournment.
Section 3.
A mid-year meeting of the Board of Directors shall be held at 10:00 a.m. on the third Friday of June, unless rescheduled by the Chair,
to approve the Merit Network, Inc. budget, set Merit Member fees for the following fiscal year, and transact such other business that
may be properly brought before the meeting. Federal or other grant awards, or other sources of funding may be formally approved at
this or any other meeting of the Board of Directors.
Section 4.
Monthly meetings utilizing video or phone conferencing will be held on the First Friday of each month. The Executive Committee may cancel
these meetings upon determination that the agenda contains insufficient items to justify the meeting.
Section 5.
Special meetings of the Member Institutions may be held at the call of the Chair of Merit Network, Inc., or at a call signed
by not fewer than two of the representatives. Such a call shall be sent to each representative not less than five (5) days in
advance of the date for which the meeting is called.
Article VIII. CommitteesCommittees shall be standing or special.
Section 1.
A nominating committee composed of Member Institutions' representatives appointed by the Chair shall be a standing committee
and shall have the duty of nominating candidates for office. The committee members will assume their positions immediately
following appointment and will serve for two-year terms. The committee will present its slate of nominees during the annual
meeting, after having secured the consent of the nominees to serve.
Section 2.
The Executive Committee will consist of the Board's Chair, Vice Chair, Secretary, Treasurer, and the immediate past Chair of
Merit Network, Inc., if the past Chair is currently a Member of the Board.
Section 3.
Special committees may be appointed by the Chair with the concurrence of the Board of Directors for such special tasks as
circumstances warrant and may include non-representatives of Merit Network, Inc.
Section 4.
The Board of Directors may from time to time appoint individuals to represent it formally or informally with respect to external
organizations. Such appointments shall be for specified definite or indefinite terms from staff employed by one of the Member
Institutions or from staff employed by Merit Network, Inc. In the execution of their duties the appointees shall be guided by
the policies established by the Board of Directors and shall be accountable to the Board. At the time of appointment or thereafter
the Board of Directors at its option may invite such appointees to participate in meetings of the Board of Directors without vote.
Article IX. Administration
Section 1.
The Board of Directors shall appoint the President of Merit Network, Inc. The President shall be the chief executive officer of
the corporation and shall act in such a manner, and shall be responsible for such duties, appropriate to that officer. The
President shall have general charge of and control over the affairs of the corporation. However the President shall always be under
the supervisory power of the Board. The President shall be an ex officio Merit Network, Inc. Board representative without voting
right.
Section 2.
With Board approval the president may appoint one or more vice presidents to act in the President's absence or to perform
such duties as the President may delegate.
Section 3.
It will be Merit Network, Inc. policy to undertake its planning, budgeting, purchasing, and operational activities to provide the
greatest value to its Members. Any Member disagreeing with the manner in which an activity is being undertaken by Merit shall
provide prompt written notice of its complaint or suggestion to Merit and the other Members in reasonable detail, whereupon the
Board shall convene a special meeting to discuss the complaint or suggestion or schedule it for discussion at the next regular
meeting as the Board deems appropriate. The action (or decision not to act) of the Board on the complaint or suggestion shall
thereupon be conclusive.
Section 4.
Projects or proposals may be submitted to Merit Network, Inc., by or through any representative.
Section 5.
Proposals seeking support for any project involving Merit Network, Inc., from any source shall be approved by vote of
the Board of Directors at any annual or special meeting or by the Chair and the President according to guidelines established
by the Board of Directors.
Section 6.
The Board of Directors shall appoint a fiscal agent who shall be responsible, within policy set by the representatives, for
handling funds and maintaining accountability of any grants or contracts of any project undertaken by Merit Network, Inc. The
fiscal agent may be changed at any meeting of the Board of Directors, subject to approval by the Board as described in Article X,
Section 6.
Article X. Fees and Voting Rights
Section 1.
Each Member Institution shall pay an annual Membership fee to support the operation of the network and to carry out such other
projects as may be agreed upon. Membership fees for the next fiscal year are set at the mid-year meeting of the Board of Directors.
Membership fees shall be set using the Membership fee model adopted at the annual meeting.
Section 2.
Each Member will be assigned both a single Fixed Vote, and a Proportional Vote equal to the Membership fees paid by that member
divided by the total Membership fees contributed by all Merit Members and expressed as a percentage. "Vote", as used elsewhere
in these Bylaws, is defined as the results of BOTH the Fixed vote AND the Proportional vote. "Total Membership" is defined as
all of the Member Institutions, and is not limited to those attending and participating by proxy.
Section 3.
Proportional voting rights will be calculated and appropriate values assigned at the beginning of each fiscal year and will be based
upon the Membership fee model approved for that year. The Board of Directors may consider modifications to Proportional voting
rights during the fiscal year, but, because any such modifications would necessarily be the result of modifications to Membership
fees, any such action requires reconsideration of the annual budget.
Section 4.
With the exception of those specific actions identified in Section 5 below, adoption of any action must be supported by a simple
majority of the Vote of the Total Membership as defined in Section 2 of this Article.
Section 5.
Adoption of any action resulting in a change to the bylaws, a change in the fiscal agent, or the approval or modification of the
annual budget requires at least a 2/3 majority of the Vote of the Total Membership as defined in Section 2 of this Article.
Article XI. Amendments
The Articles of Incorporation and these Bylaws may be amended at any meeting of the Board of Directors, provided written notice of
the proposed amendment is included in the notice of the meeting and subject to the approval of the Board as described in Article X,
Section 6.
Article XII. Withdrawal. Reinstatement, or Dissolution
Merit is the leading research and education network in Michigan and the operator of a statewide high-speed backbone that connects
Member and Affiliate organizations to each other, to the broader Internet, and to Internet2. Merit's activities necessarily require
a substantial capital outlay and long-term contractual commitments. These obligations are incurred in support of, and in reliance upon,
the Members. In fairness to each other, the Members hereby recognize their portion of these commitments in the event of the withdrawal
of their support from Merit. The purpose of this Article XII is to define the obligation of the Members in the event of the cessation
of their support or their withdrawal as a Member.
Section 1.
A Member Institution may withdraw from Merit Network, Inc with proper notice and fulfillment of financial obligations to other
Member Institutions as provided in this Section. Any such Member Institution withdrawal shall be effective as of the last day of Merit
Network, Inc.'s fiscal year, which is currently June 30 in any given calendar year. If the notice is not provided in a timely manner,
then the effective date of the Member Institution's withdrawal shall be the last day of the fiscal year of Merit Network, Inc.
following the fiscal year in which the notice is provided.
Section 2.
The Member Institution seeking to withdraw must provide written notice to each of the other Member Institutions at least 30 days
prior to the Annual Meeting. This notice shall be in the form of a request to withdraw. The Board of Directors shall review and
act upon the withdrawal request during the Annual Meeting.
Section 3.
In the event of the withdrawal from Merit Network, Inc. by a Member Institution, all Merit Network, Inc. assets in the possession or
control of that Member Institution shall be returned to Merit Network, Inc. Except for equipment that must be removed by Merit Network,
Inc., all such items shall be returned to Merit Network, Inc. within 60 days following the effective date of the Member Institution's
withdrawal. The withdrawing Member Institution agrees to provide access and any other assistance reasonably necessary to enable Merit
Network, Inc. to remove such equipment.
Section 4.
The withdrawing Member Institution shall be obligated to make a payment to Merit Network, Inc. for the withdrawing Member
Institution's share of continuing contractual obligations and liabilities undertaken by Merit Network, Inc. in the conduct of its
operations on behalf of the Member Institutions (hereinafter referred to as "Member Withdrawal Payment"). The Member Withdrawal
Payment shall be in an amount equal to the sum of the following:
- Contractual obligations undertaken by Merit Network, Inc. on behalf of the Member Institutions to the extent not fulfilled;
accumulated deficits in operating accounts; accrued vacation and other Merit Network, Inc. staff obligations, and similar obligations
computed as of the effective date of the Member Institution's withdrawal and multiplied by a fraction, the numerator of which is the
Member Fees paid by the withdrawing Member Institution in each of the five (5) fiscal years immediately preceding the fiscal year in
which the effective date of the Member Institution's withdrawal occurs and the denominator of which is the total Member Fees paid to
Merit Network, Inc. by all of the Member Institutions in each of the five (5) fiscal years immediately preceding the fiscal year in
which the effective date of the Member Institution's withdrawal occurs; reduced by
- Merit Network, Inc. cash and liquid assets computed as of the effective date of the Member Institution's withdrawal and
multiplied by a fraction, the numerator of which is the Member Fees paid by the withdrawing Member Institution in each of the five (5)
fiscal years immediately preceding the fiscal year in which the effective date of the Member Institution's withdrawal occurs and the
denominator of which is the total Member Fees paid to Merit Network, Inc. by all of the Member Institutions in each of the five (5)
fiscal years immediately preceding the fiscal year in which the effective date of the Member Institution's withdrawal occurs; plus
- One-time costs incurred by Merit Network, Inc. in connection with the Member Institution's withdrawal including, without limitation, the cost
of transferring the withdrawing Member Institution's network Point of Presence to a new location and the cost of removing any Merit
Network, Inc. equipment located at the withdrawing Member Institution.
Section 5.
Merit Network, Inc. shall compute the withdrawing Member Institution's Member Withdrawal Liability within 60 days after the effective
date of the Member Institution's withdrawal, and payment by the withdrawing Member Institution of the Member Withdrawal Payment shall
then be made to Merit Network, Inc. within 90 days after the effective date of withdrawal ("Payment Due Date"). If payment is not made
in a timely manner, then interest shall accrue on the unpaid portion of the Member Withdrawal Liability beginning from the effective
date of withdrawal until the date of payment at one (1) percentage point above the then-current prime rate, as determined as of
the Payment Due Date and then adjusted as of the first day of each month thereafter until the Member Withdrawal Payment is fully
paid.
Section 6.
Once a Member has requested to withdraw from Merit Network, Inc. and such request has been reviewed and acted upon by the Merit Board,
Merit will take all reasonable steps to minimize costs in relation to the departing Member in order to limit the Member Withdrawal
Payment, so long as these steps do not harm Merit's ability to provide services to the other Members and to Affiliate organizations.
Section 7.
A former Member Institution requesting reinstatement within one year of withdrawal may have a portion of its Member Withdrawal Payment
applied to its next annual fee, at the discretion of the Merit Board, taking into consideration any expenses that Merit may have borne
as a result of the Member's withdrawal.
Section 8.
In the event of dissolution of Merit Network, Inc., all of its assets, real and personal property shall be distributed to the then
current Member Institutions in proportion to the Member fees paid by each of them as of the effective date of dissolution.
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