From THO

BYLAWS OF Texas Heritage Online

ARTICLE 1. NAME AND DESIGNATION OF ORGANIZATIONAL HOST

1.01. NAME: The name of this organization is Texas Heritage Online.

1.02. ORGANIZATIONAL HOST: The organizational host of this organization will be designated as the Texas State Library and Archives Commission, with offices at 1201 Brazos, Austin, Texas, 78701.

ARTICLE 2. PURPOSE AND HISTORY

2.01. PURPOSE: Texas Heritage Online seeks to offer unified online access to cultural heritage resources held by Texas institutions and promote collaboration among Texas institutions by establishing common standards, sharing best practices, facilitating cooperative funding, and providing training opportunities that improve online access to cultural heritage resources that benefit learners.

2.02. HISTORY: Hundreds of institutions in Texas hold significant collections that document cultural heritage. In May 2004, more than 80 representatives of libraries, museums, archives and governmental agencies responded to an invitation by the Texas State Library and Archives Commission in partnership with the University of North Texas and others to explore opportunities for statewide collaboration. A Steering Committee was formed to develop what was then called the Texas Heritage Digitization Initiative (THDI), and in 2005, the members of THDI approved a Strategic Plan that provided direction for the future growth of the initiative. Funding from the Institute of Museum and Library Services allowed the Texas State Library and Archives Commission, acting as organizational host, to hire staff to coordinate the initiative and to formalize its support for the initiative through changes in its enabling legislation (Government Code §441.205). In 2010, the organization adopted these Bylaws, thereby changing the name of the organization to Texas Heritage Online.

ARTICLE 3. MEMBERSHIP AND ANNUAL MEETING

3.01. MEMBERSHIP: Membership in the organization is open to any individual with an interest in the mission of the group. The organization encourages participation by all members. Attendance at the Annual Membership Meeting implies membership in the organization. The organization may develop an annual survey to collect updated contact information from members unable to attend the Annual Membership Meeting. There will be no membership fee to become or remain a member of the organization.

3.02. ANNUAL MEMBERSHIP MEETING: The organization will hold an annual meeting of members for purposes of conducting any needed business of the organization and for electing members of the Board of Directors. The annual meeting will be held in February each year at a place and time selected by a Program Committee assembled for that purpose, unless the Board of Directors deems an alternate date necessary. The annual meeting will be open to all interested parties. Notice of the date and location of the annual meeting will be made available on the organization's website and by other means of communication at least 90 days prior to the meeting.

3.03. QUORUM: The registered attendees at the annual meeting of members will constitute a quorum for purposes of electing members of the Board of Directors and for conducting any other business that may come before the organization. The decision of a simple majority of the registered attendees at any annual meeting will be the act of the membership except as may be otherwise specifically provided by statute or by these Bylaws.

ARTICLE 4. GOVERNANCE

4.01. NUMBER: This organization will be governed by a Board of Directors consisting of 15 persons, including officers, but excluding ex officio or appointed members.

4.02. STRATEGIC PARTNERS. Institutions that have made a sustained and continuing contribution to support the work of the organization may be designated as Strategic Partners upon nomination by a current member of the Board and acceptance through a majority vote of the Board members present at a regularly scheduled meeting. Each strategic partner will be allowed to appoint one representative to the Board, who will serve as a full voting member of the Board. If an institution designated as a Strategic Partner ceases to contribute to the work of the organization, the Board of Directors may remove that designation through a simple majority vote of the Board members present at a regularly scheduled meeting, and at that time any appointed representative would cease to function as a member of the Board.

4.03. ELECTION. At the annual meeting of the membership, any nominations proposed by the Nominating Committee or coming from the floor will be voted on by the members of the organization. If the election of directors cannot be held on the day designated for the annual meeting, or at any adjournment thereof, the Board of Directors will cause the election of members to be held as soon thereafter as possible.

4.04. TERM OF OFFICE: Each elected director will hold office for a period of two (2) years or until his or her successor is elected, except for the Vice Chair who will serve three (3) years after election by the Board of Directors. Directors will be elected on a staggered schedule. The number of terms served by any director will not be limited.

4.05. RESIGNATION OR REMOVAL: Any director may resign at any time by giving written notice of such resignation to the Chair of the Board of Directors. A director may be asked to resign from the Board if he or she misses two consecutive meetings. Vacancies on the Board will be filled by a majority vote of remaining Directors. The new Director elected to fill the vacancy will serve for the unexpired term of his or her predecessor in office.

4.06. RESPONSIBILITIES: The Board of Directors will be responsible for governance of the organization, including developing the organization's mission and vision statements, engaging in strategic planning for the organization, revising organizational structures, reviewing policies and programs, and approving the organization's operational budget and any grant applications that the organizational host or other institutions may submit on behalf of the organization, and for advocacy for and on behalf of digital projects throughout Texas.

4.07. COMPENSATION: Directors will receive no compensation.

4.08. MEETINGS: The Board of Directors will meet at least two times each year in a location specified by the Chair, who will, in the case of regular meetings, give written or oral notice of the time and location of the meeting to all directors at least 30 days before the meeting. The location of said meetings may be any location within the State of Texas. If a director would incur a significant travel cost to attend a meeting, the director may request that the Chair attempt to include him or her in the meeting through a conference call or other collaborative communication method, and successful inclusion will constitute attendance for the purpose of quorum.

4.09. SPECIAL MEETINGS: Special meetings may be called as needed by the Chair and/or a majority of the Board members. Oral or written notice of the meeting, the time, and place will be presented to each member at least seven days before a special meeting of the Board members.

4.10. QUORUM: A quorum will consist of a majority of the elected members of the Board of Directors, including officers, but excluding ex officio or appointed members.. Except as otherwise provided under these Bylaws or other provisions of law, no business will be considered by the board at any meeting at which the required quorum is not present, and the only motion which will be entertained at such meeting will be a motion to adjourn. The act of a majority of directors present at any meeting in which there is a quorum will be the act of the Board except as may be otherwise specifically provided by statute or by these Bylaws.

4.11. ACTION BY CONSENT: Any action required by law or these Bylaws, or any action which would normally be taken at a meeting of the Board of Directors, may be taken without a meeting by a consent of the majority of the Board members. The action will be in writing and agreed to by a majority of the Board members in email or other written communication and filed with the Secretary of the organization.

ARTICLE 5. OFFICERS

5.01. NUMBER: The officers of the organization will be the Chair, Vice Chair, Secretary/Treasurer, Immediate Past Chair, and such other officers with such powers and duties as may be determined from time to time by the Board of Directors. Any two (2) offices may be held by the same person at any time, except that the offices of Chair and Secretary/Treasurer must be held by two (2) separate persons.

5.02. ELECTIONS: Officers, except the Chair and Immediate Past Chair, will be elected by a simple majority vote of the Board in a Board meeting held after the election of new Board members at the Annual Membership Meeting. At the time of the election, the current Vice Chair will become the Chair, and the current Chair will become the Immediate Past Chair.

5.03. CHAIR: The Chair will be the chief officer of this organization and will, subject to the approval of the Board of Directors, supervise and control the affairs of the organization. The Chair will perform all duties incident to such office, including calling all meetings and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors. The Chair will not vote on any motion brought before the Board unless there is a tied vote, in which case his or her vote will serve as the tie-breaker.

5.04. VICE CHAIR: The Vice Chair will perform all duties and exercise all powers of the Chair when the Chair is absent or is otherwise unable to act. The Vice-Chair will serve as chair-elect and will automatically become chair at the end of the Annual Membership Meeting following his or her election as Vice-Chair. The Board term of the Vice-Chair will be extended as needed to accommodate the positions of Chair and Immediate Past Chair. The Vice Chair will serve as the Chair of the Program Committee and will perform such other duties as may be prescribed from time to time by the Board of Directors.

5.05. SECRETARY/TREASURER: The Secretary/Treasurer will keep minutes of all the meetings of the Board of Directors, will be the custodian of the corporate records, will prepare and submit financial reports to the Board of Directors with information provided by the organizational host, will give all notices as are required by law or by these Bylaws, and generally will perform all duties incident to the office of Secretary/Treasurer and such other duties as may be required by law or by these Bylaws, or which may be assigned from time to time by the Board of Directors.

5.06. IMMEDIATE PAST CHAIR: The Immediate Past Chair will serve as an advisor to the Chair and will serve as the Chair of the Nominating Committee.

5.07. COORDINATOR: The Coordinator will be a staff member of the designated organizational host and will coordinate the efforts of the organization by: promoting participation by institutions throughout the state; assisting digital repositories and regional organizations in Texas; disseminating information about digital projects, training and funding opportunities, and other resources; writing grants and managing finances; and interacting with similar projects outside Texas. The coordinator will also be responsible for maintaining the organization's web site; maintaining the organization's technical standards and best practices for creation, harvesting, and preservation of digital collections; and providing training and support for participating institutions. The Coordinator also serves as an ex-officio, non-voting member of the Board and of all committees.

5.08. RESIGNATION OF OFFICERS: Any Officer elected or appointed to office may resign at any time by giving written notice of such resignation to the Chair of the Board of Directors or, if the Officer resigning is the Chair, to the Secretary of the Board of Directors of the organization. If the Chair is resigning, the Vice Chair will complete the term of office. If another officer is resigning, the Chair, with the consent of the Board, will appoint a replacement from the Board to serve the remainder of the term.

5.09. REMOVAL OF OFFICERS: Any Officer elected or appointed to office may be removed by the Board whenever in their judgment the best interest of the organization will be served. However, a vote on such matter requires that voting members of the board receive a 30-day notice. Officers will be replaced in the same manner as in Section 5.08 (Resignation of Officers).

ARTICLE 6. COMMITTEES AND WORKING GROUPS

6.01. NUMBER AND TYPE: The standing committees and working groups of the organization will be the Nominating Committee, the Program Committee, the Standards Working Group, Training Working Group, Funding Working Group, Collections Working Group, and the Users Working Group. Additional temporary working groups and committees can be created and dissolved by the Board of Directors as needed from time to time.

6.02. MEMBERSHIP: Committee and working group chairs will be appointed by the Chair of the Board of Directors, unless otherwise designated below. Each committee and working group chair will recommend a minimum of 3 and a maximum of 9 additional members, who will be appointed by the Chair unless otherwise designated below. Members of the Board of Directors may be appointed to serve on committees and/or working groups as the Chair deems appropriate.

6.03. NOMINATING COMMITTEE: The Chair of the Board will appoint a Nominating Committee composed of 1 to 3 members of the Board of Directors and 2 to 3 additional members. The Immediate Past Chair of the Board will be the chair of the Nominating Committee. The Nominating Committee will be responsible for identifying potential members to stand for election to the Board at the Annual Membership Meeting.

6.04. PROGRAM COMMITTEE: The Vice-Chair will serve as chair of the Program Committee. The Program Committee will be responsible for selecting a date and location for the Annual Membership Meeting and for recommending themes and speakers for both the meeting and any pre-meeting training sessions that may be desired. The Program Committee, in consultation with the Coordinator, the Secretary/Treasurer, and the Chair, will be responsible for developing a budget for the Annual Membership Meeting and for soliciting support for the meeting from outside organizations.

6.05. STANDARDS WORKING GROUP: The Standards Working Group will be responsible for maintaining the list of standards recognized by the organization and for developing and sharing best practices among participating organizations. The Standards Working Group, in consultation with the Chair and Coordinator, may be asked to review and endorse guidelines adopted by participating organizations and to prepare letters of support as appropriate for approval by the Board. Upon request, members of the Standards Working Group may be asked to present sessions on standards and best practices for digital projects to professional meetings of libraries, archives, museums and other relevant organizations in Texas and to develop informational materials that can be distributed to interested organizations.

6.06. TRAINING WORKING GROUP: The Training Working Group will be responsible for reviewing the training needs of staff and volunteers of participating organizations and identifying experienced project managers, technicians, and metadata specialists who can serve as mentors for organizations and individuals new to digital projects. The Training Working Group, in consultation with the Coordinator and other organization staff, will assist in the development and evaluation of training courses and workshops. Upon request, members of the Training Working Group may be asked to assist with promotion of training opportunities and to present information on training at professional meetings of libraries, archives, museums and other relevant organizations in Texas.

6.07. FUNDING WORKING GROUP: The Funding Working Group will be responsible for identifying funding opportunities of interest to participating organizations and for encouraging those organizations to seek funding on a collaborative basis. The Funding Working Group, in consultation with the Chair and Coordinator, may solicit examples of successful funding requests and strategies to be made available to other institutions. Upon request, members of the Funding Working Group may be asked to review requests for funding by participating organizations and to recommend revisions as needed.

6.08. COLLECTIONS WORKING GROUP: The Collections Working Group will be responsible for compiling a database of institutions in Texas with cultural heritage resources that are available online; identifying relevant cultural heritage collections in Texas for possible digitization; and assisting the Coordinator and other staff in providing access to collections of interest through the Texas Heritage Online search tool. Upon request, members of the Collections Working Group may be asked to present sessions on cultural heritage materials available online at professional meetings of libraries, archives, museums and other relevant organizations in Texas and to develop informational materials that can be distributed to interested organizations.

6.09. USERS WORKING GROUP: The Users Work Group will include librarians, teachers, genealogists, academic researchers, and other representatives of identified user groups. The Users Working Group will be responsible for: developing a list of outcomes that address the needs of targeted user groups; recommending changes in and improvements to the Texas Heritage Online search tool to support these outcomes; and working with the Chair, Coordinator, and chairs of other Working Groups and committees to develop other resources to address the needs of targeted user groups. Targeted users will include: teachers in Texas public and private elementary, middle and secondary schools; students in these schools as well as those home-schooled; faculty from institutions of higher learning, in particular those in the areas of history and social studies; librarians, archivists, and museum professionals; officials and employees of state and local governments; and genealogists. Upon request, members of the Users Working Group may be asked to present sessions on cultural heritage materials available online at meetings attended by members of targeted user groups and to develop informational materials that can be distributed to targeted end users.

ARTICLE 7. FISCAL YEAR AND RECORDS

7.01. FISCAL YEAR: The Fiscal Year of the organization will correspond to the fiscal year of the organizational host, which is September 1 through August 31.

7.02. BOOKS AND RECORDS MAINTAINED: The organization will keep minutes of any official proceedings of the organization and will keep these at the office of the organizational host.

7.03. INSPECTION: All books and records of the organization may be inspected by any member for any proper purpose at any reasonable time.

ARTICLE 8. AMENDMENTS

8.01. AMENDMENTS BY BOARD: Except as may otherwise be specified under provisions of law, these Bylaws may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors at a meeting held for that purpose. Written notice of the proposed changes will be made available at least seven (7) business days prior to the Board of Directors meeting at which these changes will be considered, stating the exact wording of the proposed amendment(s), repeal, or adoption. A vote of two-thirds (2/3) of the total voting members of the Board of Directors will be necessary for any alteration, amendment, or repeal of these Bylaws or for the adoption of new Bylaws.

ARTICLE 9. CONSTRUCTION AND TERMS

9.01. If there is any conflict between the provisions of these Bylaws and laws of the state of Texas, the laws of the state of Texas will govern.

9.02. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws will be unaffected by such holding.

CERTIFICATION

The Chair hereby certifies that these are a true and correct copy of the Texas Heritage Online Bylaws, consisting of nine (9) Articles, approved on February 5, 2010, at a meeting of the Members held on that date.

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