Preamble
The Southern Tier Digital Equity Coalition (also referred to as “STDEC” or “the Coalition”) was established in 2023 to address digital equity and identify opportunities to improve participation therein for all residents of the Southern Tier region of New York State. .
STDEC’s primary counties are Broome, Chemung, Chenango, Delaware, Schuyler, Steuben, Tompkins, and Tioga. Its membership consists of organizations and individuals residing within or providing services to those counties, though it also may cover contiguous counties not served by a digital equity coalition or by STDEC digital equity projects.
The STDEC Board of Trustees provides corporate oversight.
These Bylaws confirm how Members join STDEC, how the Board governs STDEC, and how STDEC complies with key requirements of applicable law and regulations.
Mission
To foster digital equity in the Southern Tier region of New York State.
Purpose
The Coalition believes that having access to basic digital technologies will help all people to leverage a better life for themselves and their communities. Therefore, to foster digital equity in our region, STDEC seeks to ensure that every resident in our region can participate in the digital ecosystem through access.
Members
STDEC primarily serves organizations including libraries, library systems, hospitals, and other community agencies in the counties of Broome, Chemung, Chenango, Delaware, Schuyler, Steuben, Tompkins, and Tioga. The Coalition also welcomes participation from organizations located in contiguous counties, e.g., Otsego and Scholarie.
Members are expected to:
- Actively participate in the Coalition and to contribute time or resources.
- Attend meetings.
- Stay current on Coalition activities and leadership actions.
- Be open to diverse perspectives, experiences and ideas.
- Understand digital equity and its many approaches and practices.
- Support coalition initiatives.
- Incorporate philosophies into member organizational or individual practices.
Meetings
Membership meetings are held at a time to be determined by the Board of Trustees and may be virtual. All members are encouraged to attend STDEC Board of Trustees meetings, program meetings, and other meetings that arise. To vote, any meeting participant must be a member of the STDEC Board of Trustees.
Leadership/Board of Trustees
STDEC is led by an enthusiastic Board of Trustees representing the organizations within the Coalition’s region. Participation on the Board is voluntary and unpaid.
The Board of Trustees shall determine STDEC’s policies, plans, and activities with the advice of various committees and the membership. It shall have the power to authorize expenditures and take all necessary and proper steps to carry out the mission and purpose of the Coalition, and to promote its best interest.
Composition
There shall be at least 6 but no more than 12 seats on the Board of Trustees, including officers. The Board of Trustees membership should be geographically representative, since the counties covered comprise many square miles.
The Board may include individuals located in or serving organizations in the primary counties. Two of the positions are at-large, which could be filled by sympathetic, knowledgeable individuals who can offer a diverse or unique perspective to the Board, e.g. Library & Information Science professors who teach remotely and have expertise in the area of digital equity.
The Board must continually assess its plans, policies, and actions through a lens of equity, diversity, inclusion, and sustainability. Having representation and engagement from diverse and historically oppressed and marginalized groups can effectively position us to address the changing needs of our members and their communities.
Trustee Nominations, Elections, Terms, Conditions, Vacancies, and Removal
Nominations for trustee candidates shall be made by the Board of Trustees or by the Coalition membership. To be nominated, a candidate must be at least eighteen (18) years of age. Upon nomination, the Full Membership shall elect Trustees by online form or at a general meeting.
The term of office of Trustees shall be three (3) years. No Trustee shall hold office consecutively for more than two full terms. Full terms of Trustees shall begin on January 1 and end on December 31 of the third year of service.
Although no Trustee, officer or member of a committee shall receive compensation for their services, Board members and committee members may be reimbursed in an amount determined by the Board for expenses reasonably incurred by them in the performance of their duties.
A vacancy on the Board of Trustees occurring within the year shall be filled by an interim successor appointed by the Board of Trustees. They will then run for a full term.
The Board of Trustees shall have the power to remove a Trustee from office. A Trustee may be removed from office for incapacity, neglect of duty including repeated unexcused absence, or misconduct.
All Trustees shall exercise the same standard of care that a reasonable person would exercise under similar circumstances at all times. Each STDEC Trustee shall endeavor to understand all, or substantially all, of the consequences of their actions and/or omissions.
No Trustee shall engage in or condone any conduct that is disloyal, disruptive, damaging, or competes with STDEC. No Trustee shall take any action, or establish any interest, that compromises their ability to represent STDEC’s best interest. All Trustees are expected to represent the interests of STDEC at all times while serving as Trustees.
No Trustee shall disobey an authorized decision of the Board of Trustees and/or Membership.
Trustee Ethics and Conflict of Interest
Prior to election to the Board, and thereafter on an annual basis, all Trustees shall disclose in writing, to the best of their knowledge, any interest (as defined herein) the Trustee may have in any corporation, organization, partnership, other entity or individual which provides professional or other goods or services to STDEC for a fee or other compensation, and any position or other material relationship the Trustee may have with any other not-for-profit corporation with which STDEC has any business relationship (collectively, a “conflict of interest”). A copy of each Conflict of Interest and Ethics Certification shall be available to any STDEC Trustee on request.
If at any time during their term of service, a Trustee acquires any interest or otherwise a circumstance arises which may pose a conflict of interest, that interest or other conflict shall be promptly disclosed to the Chair of the Board using the approved form appended to these Bylaws.
When any matter for decision or approval comes before the Board, or any committee of the Board, in which a Trustee has an interest or other conflict, that interest or other conflict shall be immediately disclosed to the Board or relevant committee by that Trustee.
Officers of the Board of Trustees
Officers, Election, Term. The officers shall be elected annually from among the Board, by the Board of Trustees at the last meeting of the calendar year. Officers shall serve terms beginning January 1 and ending December 31. No officer shall serve more than three consecutive one-year terms with the exception of the Treasurer, who shall serve no more than three (3) consecutive three-year terms.
Removal, Resignation. Officers serve at the discretion of the Board of Trustees. Any officer elected by the Board may be removed by the Board, who shall thereafter vote to appoint a successor.
Officers and Duties.
Chair/Co-Chair. The Chair or Co-Chairs shall preside at all meetings of the members and of the Board of Trustees and shall finalize the agenda for meetings. In general, the Chair/Co-Chair shall be the spokesperson for the Board of Trustees and shall perform all duties as may be prescribed by the Board. The Chair/Co-Chair:
- Speak on behalf of the Coalition;
- Represent STDEC on NYSDEN or appoints another Trustee;
- Develop the meeting agenda and distributes it to Coalition members;
- Facilitate the meeting;
- Serve as a sounding board for members;
- Help identify potential coalition and Board members.
Historian/Secretary. The Historian/Secretary shall ensure the recording, dissemination, and retention of the minutes of all meetings of the Membership and of the Board of Trustees, in accordance with the provisions of these Bylaws or as required by law.
Treasurer. The Treasurer shall be responsible for the supervision of all monies received or expended by SCRLC and shall keep the Board informed on all pertinent financial matters. The Treasurer shall provide a financial report at all regular meetings of the Board of Trustees in a format prescribed by the Board and shall present a financial report at any membership meeting. The Treasurer leads the Finance Committee.
Meetings of the Board of Trustees
Regular Meetings. The Board of Trustees will meet via Zoom every month, at a time to be determined by the Board.
Special Meetings. Special meetings of the Board of Trustees shall be held whenever called by an officer or any chair of a standing committee, or on the request of three or more Trustees. Notice of special meetings shall state the purpose, time, and place of the meeting.
Business Order. The order of business at regular meetings shall be determined by the Chair/Co-Chair.
Minutes are shared with coalition members within 10 working days of the meeting’s adjournment. They are posted to the website immediately upon approval at the following meeting.
Quorum. A majority of the total number of members of the Board of Trustees then in existence shall constitute a quorum for the transaction of any business.
Finances
One of the member organizations will act as the fiscal agent on STDEC’s behalf until which time STDEC becomes a 501(c)(3) entity and develops the necessary financial structure.
Budget. The Board of Trustees shall adopt a budget at least thirty days before the ensuing fiscal year. This budget may be modified at succeeding regular or special meetings of the Board of Trustees. The Treasurer shall report at all regular meetings of the Board of Trustees.
Fiscal Year. The fiscal year shall be January 1 to December 31.
Disbursal of Funds. The Treasurer is empowered to disburse STDEC funds as required.
Standing Committees
Purpose and Planning
- Develops Strategic Plans for STDEC;
- Reviews bylaws and other organizational documents;; suggests updates.
Advocacy, Marketing, and public Relations (CAMPR)
- Creates talking points and marketing materials for member organizations to use within their communities;
- Suggests advocacy strategies.
Finance
- Led by the Treasurer;
- Develop a financially sustainable structure;
- Develop a three-year budget to identify funding requirements;
- Draft a Coalition membership fee structure and share it with current members for their feedback and ideas;
- Identify other sources of funding to pursue, including grants, private sector donations and fund-raising events.
Bylaws Amendments
Bylaws may be amended, repealed, or altered in whole, or in part, at any regular meeting or special meeting, first by a two-thirds (2/3) majority vote of the Board of Trustees, followed by a two-thirds (2/3) majority vote of the Membership, provided there is a quorum at both meetings.
Approved by the Southern Tier Digital Equity Coalition on April 5, 2024