THE BYLAWS OF THE BOARD OF TRUSTEES
Dated April 20, 2010
1.1000 LEGAL STATUS OF THE BOARD OF TRUSTEES
1.1010 Official Name and Incorporation
The official name of the entity shall be the Information Age Learning Center (hereinafter sometimes referred to as “InfoAge” or “IALC”), also known as the InfoAge Science/History Learning Center, incorporated under and by virtue of the provisions of an Act of the Legislature of the State of New Jersey entitled “The Corporations and Associations Not For Profit Act” (N.J.S.A. 156A:1-1 et seq.), and the amendments thereof and supplements thereto, for a lawful purpose other than pecuniary profit as hereinafter stated.
1.1020 Board Title
The name of the Board shall be the “Board of Trustees of the Information Age Learning Center,” (hereinafter sometimes referred to as the “Board”).
1.1030 Corporate Seal
The corporation shall have a seal identifying InfoAge as a 501c3 educational institution, the form and design of which shall be adopted by the Board of Trustees and the custody of which shall be with the Secretary of the Board of Trustees.
1.2000 BOARD OF TRUSTEES
1.2010 Composition of the Board of Trustees
The Board of Trustees consists of not more than fifteen members. The Chief Operating Officer of the Information Age Learning Center shall be a member of the Board. At its discretion, the Board of Trustees shall appoint as many members of an advisory board as it deems appropriate. InfoAge affiliate organizations in good standing (to be determined) shall be represented on the InfoAge Board of Trustees by one voting member jointly selected by the affiliate organizations to serve for a one year term on a revolving basis.
The Board of Trustees derives its authority from the IALC Incorporation Papers.
1.2030 Oath of Office
Each Trustee, prior to taking a seat on the Board of Trustees, shall take and execute the following oath of office:
“I, ___________________, do solemnly swear that I will support the Constitution of the United Sates and the Constitution of the State of New Jersey and that I will faithfully discharge the duties of the office of Trustee of the Information Age Learning Center according to the best of my ability.”
1.2040 Individual Members of the Board
The responsibilities of the Board designated in this section, and such other responsibilities and powers of the Board as are or may be designated in these Bylaws, pertain to the Board as such and not to its members individually. No member of the board has or shall assume power or responsibility to make decisions affecting InfoAge, the Board, or its agents except as that power or responsibility has been specifically delegated to him/her by the Board.
1.2050 Duties and Responsibilities
The Board of Trustees shall have the responsibility of formulating broad policy for promoting informal learning about information and electronics science and technology, and about history in the region, approves the budget and major programs, helps in raising funds, and hires the Chief Operating Officer to run the day-to-day operations of the IALC. As the policy-making body of the Information Age Learning Center, the Board shall be charged with the oversight and control of the IALC. The formulation and adoption of written policies shall constitute the basic method by which the Board exercises this leadership in the operation of the Information Age Learning Center.
The Board shall delegate to the Chief Operating Officer the full authority and responsibility for the operation of InfoAge under the policies of the Board.
Board responsibilities are as follows:
(a) Adopt and periodically review the mission statement of the Information Age Learning Center.
(b) Establish broad general policies for the governance of the Information Age Learning Center.
(c) Select and appoint the Chief Operating Officer through whom the Board exercises its control of the Information Age Learning Center and to whom all other employees, agents, and professional consultants of the Information Age Learning Center shall be responsible.
(d) Appoint, upon nomination of the Chief Operating Officer, other officers and personnel of the Information Age Learning Center.
(e) Employ a general counsel, auditor, and other agents as necessary, and fix their qualifications and compensation.
(f) Approve the annual budget and any later revisions.
(g) Provide sufficient physical facilities to carry out the mission of the Information Age Learning Center.
(h) Recommend provision of ways and means of adequate financial support.
(i) Serve as a final adjudicating agency for employees and volunteers on matters of policy and policy interpretation.
1.3000 OFFICERS OF THE BOARD
The Officers of the Board shall be the Chair, Vice Chair, Treasurer, Secretary, and Chief Operating Officer.
1.3020 Manner of Election and Term of Office
The Chair and Vice Chair of the Board shall be elected every three years at the annual meeting of the Board held during the first quarter of the fiscal year. They shall assume office immediately upon election and shall serve for a period of three years or until a successor is elected and qualifies. A simple majority of votes cast shall be required for election. Vacancies in office that may occur after the annual meeting shall be filled by election at the next regular meeting after a vacancy shall occur. The new office holder will serve for the remainder of the unexpired term.
The Chief operations Officer shall be appointed by a majority of all members of the Board. The compensation and term of office shall be determined by the Board that shall execute a contract embracing such terms.
Board members will serve a three year term. These terms will be staggered so that one-third of the Board will be appointed/reappointed every year.
The Secretary of the Board of Trustees will be appointed by the Chair.
1.3030 Duties and Responsibilities of the Officers of the Board
1.3031 Chair of the Board
(a) To preside at all meetings of the Board and to decide on questions of order as well as the right to vote.
(b) To appoint all committees of the Board and to designate the Chairs of such committees, except as may be otherwise provided in these Bylaws.
(c) To execute all contracts legally requiring the Chair’s signature.
(d) To serve as an ex-officio member of all committees of the Board.
(e) To call special meetings of the Board as required.
(f) To recommend appointments of individuals to the Board of Trustees of the Information Age Learning Center Foundation according to its Bylaws.
(g) To discharge such other functions as may be prescribed by law or delegated to the Chair by the Board.
1.3032 Vice Chair of the Board
(a) To act for the Chair on request or in the Chair’s absence.
(b) To discharge such other functions as the Chair may delegate.
(c) To serve as an ex-officio member of all committees of the Board.
1.3033 Secretary of the Board
(a) To be responsible for the written notification of all members of the Board of all meetings.
(b) To be responsible for recording, preparing, maintaining, and distributing to all members of the board the minutes of all regular and special meetings of the Board.
(c) To have custody of the corporate seal of the Information Age Learning Center, to affix it to official documents, and to attest the same by his/her signature.
(d) To have charge of all official records and documents belonging to the Board.
(e) To cause to have prepared and maintained an indexed compilation of all Bylaws and amendments thereto and a copy of the policies of the Board and all amendments thereto, the whole of which shall be known as the Policies of the Board of Trustees of the Information Age Learning Center.
(f) To conduct the official correspondence of the Board and issue all of its orders.
(g) To perform such other duties as may be required by law or delegated to him/her from time to time by the Board.
(a) To be the Chief Fiscal Officer responsible for the care and custody of all funds, property, and securities of InfoAge, subject to such regulations as may be imposed by the Board.
(b) To sign all receipts and vouchers and, together with such other officer or officers as shall be designated by the Board, shall sign all checks of InfoAge, except in those cases where their signing and execution shall be expressly designated by the Board to some other member of the Board.
(c) To make all payments as may be necessary or proper on behalf of InfoAge.
(d) To render to the Board, when required, a financial accounting of the condition of InfoAge.
(e) To ensure the maintenance of accurate lists and descriptions of all capital assets of InfoAge to include land, buildings, equipment, and artifacts.
1.3035 Chief Operating Officer
The Chief Operating Officer (COO) of the Information Age Learning Center shall be the Officer through whom the Board carries out its program and exercises its policies. The COO may delegate to subordinate officers or employees of InfoAge such powers as he/she may deem appropriate to be exercised under his/her supervision and direction.
Within the framework of policies adopted by the Board, the COO shall exercise discretionary authority in carrying out the responsibilities of the position. He/she shall perform the following functions:
(a) Inform the Board of all actions taken under authority delegated to him/her.
(b) Advise the Board in all areas of policy and to make recommendations on all matters that affect InfoAge before the Board takes action.
(c) Make recommendations to the Board for the appointment of administrative and other personnel to InfoAge.
(d) Prepare and submit to the Board an annual budget and budget revisions.
(e) Be responsible for the formulation of all reports as may be required by the Board and by local, state and national agencies.
(f) Issue administrative regulations and procedures designed to implement Board policies.
(g) Represent InfoAge to the community, in cooperation with the Board and the staff, by interpreting the Information Age Learning Center’s programs to the public, the press, and community organizations.
(h) Execute all contracts and other documents not legally requiring the signature of the Chair of the Board.
(i) Prepare and submit to the Board an annual report on the operation of InfoAge, including recommendations for the immediate and long-range development of InfoAge.
(j) Serve as the official channel for all contacts between operational staff members and the Board.
(k) Designate, subject to the Board approval, an administrative officer to serve as Acting Chief Operating Officer during his/her absence.
1.4000 COMMITTEES OF THE BOARD
1.4010 Executive Committee
The Executive Committee shall consist of the Chair, Vice Chair, Treasurer, Secretary, and Chief Operating Officer. The Chair of the Board shall serve as Chair of the Executive Committee to represent and act for the Board between meetings except to make removals from office or to take any action against an expressed policy of the Board. The Chair shall submit such actions taken by the Executive Committee for approval at the next regularly scheduled meeting of the Board, and such actions, if not modified or reversed by the full Board, shall be final.
1.4020 Appointments to Standing Committees
Membership on standing committees of the Board of Trustees, except as otherwise herein expressly provided, shall consist of a minimum of two trustees.
Members of the standing committees and the Chairs of such committees shall be appointed by the Chair of the Board of Trustees with the approval of the Board. Such appointments shall be made annually at the organizational meeting of the Board of Trustees. Members of standing committees shall serve for a term of one year or until their successors have been appointed.
1.4021 Buildings and Grounds Committee
The Buildings and Grounds Committee shall, prior to action by the Board of Trustees, duly consider all matters and review all recommendations of the Chief Operating Officer and report to the Board of Trustees concerning the following:
(a) Development of all buildings and grounds policies;
(b) Facilities Master Plan for the Information Age Learning Center;
(c) Requirements for buildings and grounds, both temporary and permanent, including architectural plans;
(d) Such other matters as shall be referred to it by the Board of Trustees.
(e) Recommend policy changes as necessary.
1.4022 Educational Services Committee
The Educational Services Committee shall, prior to action by the Board of Trustees, duly consider all matters and review all recommendations of the Chief Operating Officer and report to the Board of Trustees concerning the following:
(a) Policies, mission statement, and goals of the Information Age Learning Center;
(b) Current and future objectives to be accomplished and the implementation of programs and exhibits in the areas of information and electronics science and technology;
(c) Review and evaluate progress in the above areas.
(d) Recommend policy changes as necessary.
1.4023 Finance Committee
The Finance Committee shall, prior to action by the Board of Trustees, duly consider all matters and review all recommendations of the Chief Operating Officer and report to the Board of Trustees concerning the following:
(a) Development of all fiscal policies;
(b) Annual budget and revisions.
(c) Long-range fiscal requirements for operation and development of InfoAge.
(d) Recommend policy changes as necessary.
1.4024 Personnel Committee
The Personnel Committee shall, prior to action by the Board of Trustees, duly consider all matters and review all recommendations of the Chief Operating Officer and report to the Board of Trustees concerning the following:
(a) All personnel policies of the Board;
(b) Review appointments of administrative officers;
(c) Review nominations for Chief Operating Officer and Acting Chief Operating Officer appointments.
(d) Recommend policy changes as necessary.
1.4025 Development Committee
(a) Coordinate and approve all fundraising efforts and activities for InfoAge and its affiliated organizations.
(b) Identify potential corporate and individual donors, and oversee the proper administration of gift receipt, recording, and acknowledgement.
(c) Set policies, priorities, and goals for fund-raising programs for the current fiscal year and develop a five year plan.
(d) Review the ongoing performance of each campaign; review campaign achievement versus its objectives.
(e) Recruit key volunteer leadership and solicitors for fund-raising campaigns.
(f) Recommend policy changes as necessary.
1.4026 Marketing and Communications Committee
(a) Develop and implement marketing initiatives and activities to increase awareness of InfoAge and attract new members and visitors.
(b) Develop strategic promotional and marketing materials to support these initiatives.
(c) Evaluate current promotional materials; offer suggestions for redesigning and updating.
(d) Review and provide oversight for the InfoAge Web site and newsletter as well as any and all InfoAge marketing, communications and promotional materials including print, broadcast and electronic media.
(e) Create an InfoAge style guide to be used in all marketing situations.
(f) Recommend policy changes as necessary.
1.4027 Membership Committee
(a) Coordinate and approve all membership drives for InfoAge.
(b) Set policies, priorities, and goals for membership drive programs for the current and upcoming calendar years.
(c) Identify and recruit, with Board approval, new Board members.
(d) Identify organizations whose mission supports that of InfoAge for consideration as member organizations.
(e) Recommend policy changes as necessary.
1.4030 Nominating Committee
The Chair of the Board shall appoint a Nominating Committee every three years at the annual meeting consisting of five voting members. It shall be the duty of the Nominating Committee to offer in nomination the names of a Chair and a Vice Chair to the Board every year prior to the annual meeting of the Board. The membership will elect the Board of Trustees at the annual meeting. Every three years, the Board will elect the Chair and Vice Chair at the annual meeting or when a vacancy takes place.
1.4040 Ad Hoc Committees
The Board of Trustees may establish and dissolve such ad hoc committees, as it deems necessary, from time to time to secure and promote the welfare of the IALC and to assist the Board of Trustees in the performances of its functions. Any such committee shall serve in an investigative, advisory, or recommending capacity only.
1.4050 Board of Trustees Advisory Committees
The Board of Trustees may establish from time to time as deemed necessary and desirable Advisory Committees to assist the Board. The Chair of the Board shall appoint members of the Advisory Committees with the approval of the Board of Trustees.
1.5000 MEETINGS OF THE BOARD OF TRUSTEES
1.5010 Annual Meeting
The annual meeting (organizational meeting) of the Board of Trustees shall be held in the first quarter of the calendar year. The agenda for the annual meeting shall be as follows:
A. Election of Officers;
B. Appointment of standing committees;
C. Establishment of a regular meeting schedule;
D. Annual report of the IALC.
1.5020 Regular Meetings
Regular meetings of the Board shall be held ten times a year, on a day, hour, and at a place to be fixed and determined at the annual meeting. A regular meeting may be set for another date or waived by action of the Board at any previous meeting. A regular meeting can be established for any other date than that fixed at the annual meeting provided that the same shall be fixed for a day not less than seven days after the date when action was taken changing such date.
1.5030 Special Meetings
Special meetings shall be called by the Chair, or upon written request by four Trustees, or by the other members of the Executive Committee when approved by the Chair. The notice of any such meeting shall be sent by electronic mail to each Board member prior to the meeting and shall specify the matter(s) to be considered at said meeting. No other matters shall be considered at said meeting.
1.5040 Adjourned Meetings
Adjourned meetings may be held as the business of the Board of Trustees requires. At the time of adjournment, the time, date and place of the continuation of the meeting shall be determined and announced, which said date shall not be less than 48 hours after the meeting that shall be adjourned.
1.5060 Meetings in General
Meetings will be held ten times a year on a monthly basis excluding August and December.
InfoAge members in good standing may attend monthly meetings.
The Board reserves the right to go into executive sessions at any time during a public meeting as necessary.
A majority of the Trustees present shall constitute a quorum for the transaction of business at regular and special meetings. A smaller number may call the roll, record the names of absentees, and adjourn to meet at a specified future time. A majority of the members of a committee shall constitute a quorum for the transaction of committee business. A quorum may also be obtained through telephonic and electronic means.
1.5090 Majority Vote
An affirmative vote of a majority of all Trustees present at regular, special, and committee meetings shall be required for the passage of any motion, or by the provisions of these Bylaws.
The agenda shall be prepared by the Chair in sufficient time before a meeting to allow the provision of notices required hereunder. Board members shall submit recommended topics for the agenda to the Chair, or the Secretary if so designated, not later than one week prior to the meeting. Items that are not on the agenda may be considered by consent of the majority of the Trustees present at the meeting.
1.5120 Parliamentary Rules
Robert’s Rules of Order, Revised, shall be followed in conducting the meetings of the Board except as otherwise provided by the Board.
1.5130 Minutes of Meetings
Written minutes shall be distributed to the Board and such other persons as the Board may designate and shall be posted at the IALC. The minute’s book shall be kept on file at the InfoAge as a permanent record of official actions of the Board by the Secretary.
The minutes shall record the names of the members present, the subjects considered, the actions taken, and the vote of each member. A Trustee voting on an issue may state his reasons and have them recorded in the minutes if he so requests at the time of voting.
Minutes of executive sessions shall be likewise recorded.
Minutes shall be recorded of all committee meetings by a member of that committee that shall contain the names of the members present, the subject discussed, and the recommendations to be made, if any.
1.5140 Appearances before the Board
Any individual or group may petition the Board for an opportunity to be heard on any subject that lies within the Board’s jurisdiction. The applicant for such a hearing shall file with the Chief Operating Officer a written request together with the question or topic for discussion or presentation at least ten days prior to a regular meeting of the Board.
Any individual or group may petition the Board to be heard on any item that is on the written agenda of a Board meeting at least 48 hours prior to a regular meeting of the Board or at least 24 hours prior to a rescheduled or special meeting of the Board. The applicant for such a hearing shall file with the Chair a written request detailing the agenda item(s) for discussion or presentation.
The Chair reserves the right to fix time limits on presentations as he deems appropriate to the occasion and may limit the number of spokespersons who appear before it in support of or in opposition to a given issue being considered by the Board. The Board, by majority vote, may extend such limits as it deems appropriate.
1.6000 CHANGES IN BYLAWS AND POLICIES OF THE BOARD
1.6010 Amendments to the Bylaws
These Bylaws may be revised, repealed, or added to by a majority vote of all the Trustees then in office at any regular meeting of the Board duly convened, provided that the proposed amendment shall have been presented in writing at a previous regular meeting of the Board.
1.6020 Lodging of Policy
No matter of policy shall be submitted to the Board for approval or placed on a regular or special meeting agenda for action by the Board unless it has been presented in writing at a previous regular meeting of the Board. This rule may be waived only by the unanimous consent of those Board members present and voting at the meeting when any such proposed action is contemplated.
The adoption of policy requires the affirmative vote of a majority of all Trustees then in office.
1.7000 MISCELLANEOUS BYLAWS OF THE BOARD
1.7010 Conflicts of Interest
No Board member or employees shall have a direct or indirect interest, financial or otherwise, in a contract with InfoAge or incur any obligation of any nature, which contract or obligation is in substantial conflict with the proper discharge of his duties. It shall be the obligation of each Board member or employee of the IALC to disclose to his immediate superior or to the Board, whichever is appropriate, any personal interest which he may have in any business transaction of the IALC.
An external accounting firm shall be retained by the Board to perform any and all accounting and auditing services requested by the Board or required by law.
1.7030 Fiscal Year
The fiscal year of InfoAge shall be from October 1 to September 30 inclusive.
1.7040 General Counsel
A practicing attorney-at-law shall be retained by the Board to render legal service to InfoAge when needed. When requested to do so by the Chair, counsel shall attend meetings of the Board.
The Board shall require that each of its Board members and employees handling IALC funds be bonded at InfoAge expense to protect the InfoAge from loss sustained through fraudulent or dishonest acts or any act of omission performed in the line of official duty. The amount of the bond shall be determined by the Chair.
1.7060 Code of Ethics for Trustees of the Information Age Learning Center
The Board of Trustees of the Information Age Learning Center will comply with the following Code of Ethics:
(a) A Trustee should devote time, thought, and study to the duties and responsibilities of a learning and science center trustee so as to render effective and creditable service.
(b) As an individual, a Trustee has no legal authority outside of the meetings of the Board and should conduct himself accordingly with IALC staff, local citizens, and all facets of the community.
(c) An important function of the Board of Trustees is to establish the policies and the goals of the institution and to audit the performance of the administration in the fulfillment of these policies and the progress towards the goals, but the educational and exhibit programs and the conduct of the IALC’s business should be left to the Chief Operations Officer and his/her staff.
(d) No IALC Trustee should accept from any person, directly or indirectly, or through his spouse or any member of his family any gift, favor, service, employment, or other things of value under circumstances from which it might be reasonably inferred or which he knows or has reason to believe is offered to him with intent to influence his duties and responsibilities.
(e) No IALC Trustee should knowingly act in an official capacity, by voting or otherwise, on any IALC matter in which he has an interest.
(f) Disclosure of the precise nature of the interest or involvement, at first knowledge of the transaction, should be required in the event that the Board must consider any IALC matter that also involves:
1. A member of the Board of Trustees or a member of his family (defined as spouse, parents, siblings or children); and/or
2. An organization with which a member of the Board of Trustees is affiliated.
(g) Disclosure should be further required of Board members concerning all relationships and business affiliations that reasonably could give rise to a conflict of interest involving InfoAge.
(h) No IALC Trustee should act as an officer or agent of the IALC for the transaction of any business with himself or in which he had an interest.
(i) No IALC Trustee should willfully disclose to any person or party for pecuniary gain any information not generally available to members of the public that he/she receives or acquires in the course of his official duties.
(j) No IALC Trustee should have any interest, financial or otherwise, direct or indirect, or engage in any business or transaction or professional activity which might reasonably be expected to impair his objectivity or independence of judgment, or which is otherwise in substantial conflict with the proper discharge of his duties in the public interest.
(k) No IALC Trustee should use or attempt to use his official position to secure unwarranted privileges or advantages for him/herself or others.
(l) No IALC Trustee should act in his official capacity in any matter wherein he has a direct or indirect interest that might reasonably be expected to impair his objectivity or independence of judgment.
(m) The following definitions shall have the following meanings with regard to the Code of Ethics for Trustees of the Information Age Learning Center:
“IALC matter” means any application, award, bid, claim, contract, license, proceeding, resolution or transaction made by, to, against, or with the Information Age Learning Center or which requires any official action by the Board of Trustees, its officers, or employees.
“IALC Trustee” means any person who is a member of the Board of Trustees of the Information Age Learning Center.
“Interest” means any personal, financial, economic, property, or other concern amounting to a right, advantage, share or portion coming either directly or indirectly to a Trustee singularly or in affiliation with any person or party as defined herein.
“Person or party” means any natural person, association, corporation, estate, partnership, proprietorship, trust, or other legal entity.
“Operations” means the day-to-day operations of InfoAge by volunteers and paid and unpaid staff members.
“Membership” means dues paying members and organizations in good standing.
“Corporate Sponsorship” means outside organizations that support InfoAge and all it represents.
“Corporate Membership” means dues paying organizations in good standing.
“Member Organizations” means dues paying organizations in good standing that fall under and support the mission of InfoAge.