This non-for-profit Corporation shall be known as the Southeastern Wisconsin Information Technology Exchange (SWITCH), Inc. also referred to in this document as the Corporation.

The primary purposes of the Corporation are to share library resources and campus technology, plan and provide for library automation services to Class One Members, and seek funding for automation activities and equipment.

Section 1: Class One Membership

Class One Members are institutions of higher education which meet the requirements of Section 501(c)(3) of the U.S. Internal Revenue Code (Code).

Class One Members will pay full joining assessments and additional assessments as voted by the membership and Class One Members will have one vote each on all matters, such votes to be exercised by the President of the institution.

Section 2: Class Two Membership

Class Two Members are institutions of higher education which have libraries and meet the requirements of 501(c)(3) of the Code, but which have not sought or qualified for Class One membership.

Class Two Members pay assessments as determined by the Board of Trustees and have no vote but are entitled to attend meetings of Members.

Section 3: Other Membership Classes

Other categories of membership may be established from time to time by the affirmative vote of three-fourths of the Class One Members.

Section 4: New Members

New Members may be added to any class at any meeting. Approval of new Members must receive three-fourths of all votes which could be cast either in person or by proxy.

Section 5: Termination of Membership

Any Member of the Corporation may be removed from membership for any reason harmful to the Corporation by a vote of three-fourths of the Board. Justification for a proposal of termination of membership must be set forth in writing and mailed to al l members not less than fourteen (14) days before a vote on the issue. Any Member of the Corporation may resign by filing a resignation in writing with the Secretary. Resigning Class One Members are required to give notice six (6) months in advance of t he effective date of such resignation.

After terminating membership in the Corporation, either voluntarily, a former Member shall be treated as a non-Member for all purposes under these Bylaws. Prior assessments paid will remain with SWITCH.

Members of the Corporation shall pay assessments in amount determined by the Trustees, on a timetable to be determined by the Trustees. In addition, the Trustees shall have the right to the require to the payment of the additional assessments by a ny class of Members at any time they determine such additional dues to be advisable. Failure to pay the assessments promptly is cause for termination of membership. Upon approval by the Board, such Member may be reinstated upon full payment of all unpai d assessments.

Bibliographic records in the SWITCH database, representing library holdings of the resigning or terminated Members, will be removed from the SWITCH database and any related expense will be paid by the resigning Member.

Section 6: Change of Membership

Any Member may choose to change membership status. Any Member desiring the change shall submit the requests for membership change in writing not less than fourteen (14) days before the next scheduled meeting, except that Class One Members are requ ired to submit such requests six (6) months in advance of the effective date of any change in membership status.

Any membership change shall not be accepted until outstanding assessments are paid.

Section 7: Voting

Each Class One Member has one (1) vote. Other Classes of Members have voice without vote. Votes shall pass with three-fourths of all votes which could be cast, either in person or by proxy.

Section 1: Function

The business and affairs of SWITCH shall be managed by the Board of Trustees which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Article or the Bylaws directed or required to be ex ercised or done by others.

Specific powers and duties reserved to the Board of Trustees include:

b. Designation of the auditing firm.

Section 2: Size and Tenure

The Trustees shall be the Presidents of each Class One Member. The number of Trustees shall automatically increase or decrease as such Members are added or subtracted. Each Trustee shall serve for as long as the organization she or he represents is such a Class One Member and as long as the individual serves as the President of her or his organization.

In the event a Class One Member’s Office of President is vacant, the Chairperson of that institution’s Board of Trustees shall designate someone else to serve on the Corporation’s Board of Chairperson and shall be effective until the Office of Pres ident is filled or the designation is revoked, modified, or otherwise superseded in a like manner.

Section 3: Resignation or Termination

Any Trustee may resign by filing a written resignation with the Corporate Secretary.

Any Trustee may be removed as a Member of the Board of Trustees at a meeting of the Board, provided that notice of such action is set forth clearly in a written notice mailed to all members of the Corporation at least thirty (30) days prior to the meeting at which the vote is to be taken. A vote of not less than three-fourths of the tot al number of votes that could be cast by the Board whether in person or by proxy, shall be necessary to remove a Trustee.

Any Trustee who ceases to be a President of a Class One Member shall automatically cease to be a Trustee and the new President shall automatically become a Trustee.

Section 1: Enumeration

The officers of the Board of Trustees shall be a Chairperson, a Secretary, and a Treasurer. Such other Assistant Officers of the Corporation as are deemed necessary or appropriate by the Board of Trustees may be elected or appointed by the Board o f Trustees at any regular or special meeting.

Section 2: Election

The officers shall be elected annually by the Board of Trustees at the annual meeting of Members.

Section 3: Qualifications

Any two or more offices may be held by the same person.

Section 4: Tenure

The term of office shall be for one year, from July through June, and until the respective successors are chosen by the Board, or until death, resignation, or removal.

Section 5: Resignation or Termination

Any officer may resign by filing a written resignation with the Chairperson or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Any officer may be removed, with or without cause, at a meeting of the Board, provided that notice of such action is set forth clearly in a written notice mailed to all Members of the Corporation at least fourteen (14) days prior to the meeting at which a hearing is to be held and the vote is to be taken. A vote of not less than three-fourths of the total number of votes that could be cast by the Board whether in person or by proxy, shall be necessary to remove an officer.

Section 6: Vacancies

The Board of Trustees may fill any vacancy occurring in any office for any reason. Each such successor shall hold office for the unexpired term of his or her predecessor and until his or her successor is chosen and qualified, or until he or she so oner dies, resigns, or is removed.

The Chairperson shall, subject to the direction of the Board of Trustees, have general charge and supervision of the business of the Corporation and shall act as the President of the Corporation. Unless otherwise provided by the Board of Trustees, he or she shall preside at all meetings of the Members and at all meetings of the Board of Trustees.

The Chairperson shall perform such other duties and shall possess such other powers as the Board of Trustees may from time to time prescribe. The Chairperson may designate another Trustee to act in his or her place, unless the Chairperson is unabl e to do so, at which time the full Board will make the designation.

The Secretary shall have the duty and the power to give notices of all meetings of Members and all meetings of the Board of Trustees. The Secretary shall attend all meetings of Members and the Board of Trustees and keep a record of the proceedings . The Secretary shall also maintain lists of Members and Committees and their addresses, telephone numbers, and telefacsimile numbers, as well as to be the custodian of corporate records and the corporate seal and to affix and attest to the same on docum ents.

In the absence of the Secretary at any meeting of Members or Trustees, the person presiding at the meeting shall designate a temporary Secretary to keep a record of the meeting.

The Treasurer shall have charge and custody of and be responsible for the management of all funds and securities of the Corporation and through himself/herself or other Officers and employees of the Corporation shall:

1. Receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by or under the a uthority of a resolution of the Board of Trustees.
2. In general, perform all of the duties incident to the Office of Treasurer and have such other duties and exercise such authority as from time to time may be delegated or assigned to him/her by the Chairperson or by the Board of Trustees. If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Trustees shall determine.

ARTICLE VI: COMMITTEES

Section 1: Standing Committees

There shall be the following standing committees:

Finance Committee

Information Technology Committee

Library Information Technology Committee

Each standing committee shall have subcommittees, as needed.

Section 2: Finance Committee

The Finance Committee shall be made up of the Vice Presidents for Finance, or equivalent position, of the Class One Members. The Board Chairperson shall appoint one of such Vice Presidents as chair of the Finance Committee. It shall recommend for approval by the Trustees all financial transactions and arrangements on behalf of the Corporation.

Section 3: Information Technology Committee

The Information Technology Committee shall be made up of the computing administrators, or their designees, of the Class One Members. The Board Chairperson shall appoint one of such computing administrators as chair of the Information Technology Co mmittee. It shall recommend for approval by the Trustees policies and procedures relating to inter-institutional technology initiatives of the Corporation.

The Library Information Technology Committee shall be made up of the Head Librarians, or equivalent position, of the Class One Members. The Board Chairperson shall appoint one of such Head Librarians as chair of the Library Information Technology Committee. It shall recommend for approval by the Trustees inter-institutional library policies and procedures of the Corporation.

Section 5: Other Committees

Other committees shall be designated as needed by the Board of Trustees.

The Board of Trustees shall have power to engage consultants and employees as it deems necessary and to prescribe their duties and compensation.

Section 1: Coordinator of SWITCH Services

The Coordinator of SWITCH Services provides overall supervision to consortium staff and activities, vision to potential consortium opportunities, and representation on official boards and committees. The Coordinator of SWITCH Services responsibilities shall include, but not be limited to: completing assigned tasks from the Library Information Technology Committee (LITC) and the Finance Committee; provide visioning, goal setting, and strategic planning for the consortium; prepare reports, statistics and documents as directed or needed; supervise and evaluate consortium staff; conduct short- and long-term budget and fiscal planning; prepare and update consortium policy and procedures; serve as the primary representative to the external community; promote SWITCH and its benefits; and manage projects as needed.

The Coordinator ot SWITCH Services shall report directly to the Chairperson of the Library Information Technology Committee (LITC) and shall be a member, ex officio, of the LITC and Finance Committees.

Except as otherwise provided below, the Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as an organization exempt under Section 501 (c) (3) of the Code is not affected thereby, indemnif y each person who is serving, or shall have been a Trustee or officer of the Corporation or who is serving, or shall have served, at the request of the Corporation, as a Trustee or officer of another organization or in any capacity with respect to any emp loyee benefit plan of the Corporation, against all liabilities and expenses (including judgements, fines, penalties and reasonable attorney fees and all amounts paid, other than to the Corporation or other such organization, in compromise or settlement) i mposed upon or incurred by any such person in connection with, or arising out of, the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or she may be a defendant or with which he or she may be threatene d or otherwise involved, directly or indirectly, by reason of his or her being or having been such a Trustee or officer or as a result of his or her serving or having served with respect to any such employee benefit plan. The Corporation shall provide no indemnification with respect to any matter as to which any Trustee, officer or other person shall be finally adjudicated in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best in terests of the Corporation or to the extent such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.

The Corporation shall provide no indemnification with respect to any matter settled or compromised, pursuant to a consent decree or otherwise, unless such settlement or compromise shall have been approved as in the best interests of the Corporation or, to the extent such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan after notice that indemnification is involved in (i) a disinterested majo rity of the total number of votes entitled to be cast at that time by the Board of Trustees or (ii) a disinterested majority of the total number of votes entitled to be cast at that time by the Members. Indemnification may include payment by the Corporat ion of expenses in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article.

As used in this Article, the terms "Trustee", "officer", and "person" include their respective heirs, executors, administrators and legal representatives, and an "interested" Trustee or Member is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.

The right of indemnification provided in this Article shall not be exclusive of or affect any rights to which any Trustee, officer or other person may be entitled under any agreement, statute, vote of Members or otherwise. The Corporation’s obliga tion to provide indemnification under this Article shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the Corporation (which it is authorized to obtain) or any o ther person. Nothing contained in this Article shall affect any rights to which corporate personnel other than Trustees and officers may be entitled by contract or otherwise.

Section 1: Place and Time of Meetings

The place and time of Member meetings shall be established by the Board of Trustees and Members informed with fourteen (14) days notice.

Section 2: Annual Meeting

There shall be an annual meeting of the Board of Trustees in June. The date of the annual meeting shall be set by the Board. Members shall be informed with fourteen (14) days notice. The purposes for which the annual meeting is to be held, in ad dition to those prescribed by law, by the Articles of Incorporation, or by these Bylaws, may be specified by the Board of Trustees or the Chairperson.

If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting . In such case, all references in these Bylaws to the annual meeting of Members shall be deemed to refer to such special meeting.

Section 3: Special Meetings

Special meetings may be called by the Chairperson, by the Board of Trustees, or upon written request of at least three-fourths of the voting Members.

Meetings may also be conducted by telephone conference calls by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Action taken at any special meeting shall have the same effect as if it had been taken at a regular meeting.

Section 4: Notice of Meetings

Notice of regularly scheduled Board of Trustees meetings shall be given by the Secretary, in writing to Members, at least fourteen (14) days before the meeting.

Notice of special Board of Trustee meetings shall be given by the Secretary, either in writing, verbally, or by telephone message, as needed. A minimum fourteen (14) days notice shall not be needed for special meetings.

Section 5: Quorum

Unless the Articles of Incorporation or these Bylaws otherwise provide, Members representing three-fourths of the total number of votes which could be cast by the Members at that time shall constitute a quorum at any meeting with respect to that ma tter.

Any meeting of members may be adjourned to any other time and to any other place at which a meeting of Members may be held under these Bylaws by the Members present or represented at the meeting, although less than a quorum, or by any officer entit led to preside or to act as Secretary of such meeting, if no member is present. It shall not be necessary to notify any Member of any adjournment. Any business which could have been transacted at any meeting of the Members as originally called may be tr ansacted at any adjournment of the meeting.

Section 6: Voting in Person or by Proxy

The vote of each Member may be cast by its President either in person or by written proxy dated not more than six (6) months before the meeting named in the proxy. Proxies shall be filed with the Secretary before being voted. A proxy purported to be executed by or on behalf of a Member shall be deemed valid unless challenged at or prior to its exercise.

Section 7: Action at Meetings

When a quorum is present at any meeting, the vote of three-fourths of all the votes that could be cast by the Members of the Corporation (whether voting in person or by proxy) shall decide any matter to be voted on by the Members, except when a differe nt vote may be required by law. This is the same number of votes required for a quorum to be considered present. Therefore, all votes required for a quorum might be required to decide an issue.

Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if all voting Members consent to the action in writing and the written consents are filed with the records of the meetings of Members. Each c onsent shall be treated for all purposes as a vote at a meeting.

Section 9: Attendance at Meetings

Any Board of Trustees meetings may be attended by not only the Trustees but committee chairs and Members and other classes of Members as well. Meeting attendees other than the Trustees shall have voice without vote.

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of orde r the Corporation may adopt.

Section 1: Bylaws

The Bylaws may be amended at any regular meeting of the Board of Trustees by a three-fourths vote of the Board, provided that the substance of the proposed amendment is stated in the notice of such meeting.

The Corporation Fiscal Year shall begin on the first day of July each year and shall end on the thirtieth day of June of the next year.