Constitution

Article I – Name
The name of the corporation shall be the OnBase Higher Education Vertical User Group, Inc. and is hereafter referred to as the Group.

Article II – Organization, Purposes, & Rules

Section 1 - Organization
The group is organized as a non-profit corporation within the State of Ohio.

Section 2 – Purposes
The purposes of the Group are:

1. Provide a means for OnBase Higher Education users to share industry specific solutions.
2. Provide for dissemination of information pertaining to OnBase applications.
3. Provide forum to discuss software enhancements with Hyland Software.
4. Provide guidance to Hyland Software regarding specific document management needs in the Higher Education industry.
5. Provide educational opportunities with regard to OnBase applications.

Section 3 – Rules
The following Rules shall conclusively bind the Group and all persons acting for or on behalf of the Group.

1. The group shall not adopt any practice, policy or procedure that would result in discrimination on the basis of race, religion or creed, national origin or gender.
2. No part of the net earnings of the Group shall inure to the benefit of, or be distributable to members, directors, officers, or other private persons, except that the Group shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

Article III – Membership

Members restricted to only business organizations (and their employees) within the Higher Education Industry that have validly licensed an OnBase Product from Hyland Software or any of its authorized OEM partners or dealers and that are continuing to use the OnBase Product(s) in a production environment or are implementing an OnBase Production system.

Applications for membership in the Group shall be made in writing or electronically, in a format that has been approved by the Board of Directors.  Applications will be processed in accordance with the Group’s membership policies.

Dues and assessments shall be proposed by the Board of Directors and must be approved by a majority vote of the Board.

Article V – Directors

The business and affairs of the Corporation shall be managed by the Board of Directors.

Article VI – Officers

The officers shall consist of a President, Vice President, Secretary, Treasurer and Director at Large.  Officers shall be elected by the General Membership at the Annual meeting and shall begin their terms of office at such time, and shall serve until their respective successors are elected.  The Board is empowered to fill vacancies or removal for any cause, or to call a special election by the members, at its’ discretion.  The Board may relieve an officer of his or her duties by a vote of two-thirds of all Board members.  Each officer will be elected for a two-year term with alternating terms as follows:  Secretary, Treasurer, Director at Large will be even years, while President and Vice President on odd years.

Any Board of Directors officer who is no longer with a business organization within the Higher Education industry may retain the Board position until the next election, if so desired by that member, and if confirmed by vote of the remaining Board members.

A vacancy in the office of the Group’s President shall be filled by succession of the next ranking member of the Board, in the following order:  Vice President, Secretary, Treasurer, Director at Large.

Any vacancy in any office other than the President will be filled by an appointment by the President with Board approval.

The President shall recommend and appoint with Board approval a Director of Colleges, a Director of Universities, and a Director of Technology Institutes, each which serve for a one year term.   The Director at Large will serve as chair of these director positions.

Article VIII – Meetings

An annual meeting of the members shall be held in each year, at such time, as the Board of Directors may determine, at a place selected by the Board of Directors.  The Annual Membership meeting which will include officer nominations and election of officers.  Nominations must be received by the Secretary no less than 1 week prior to the election. 

Notice

All members will be given a minimum of three-weeks notice prior to the commencement of the Annual membership meeting.

Notice of all proposed By-Law amendments shall be published and made available prior to the opening session of the Annual Membership Meeting. 

Article IX – Directors’ Meetings

The Board of Directors shall meet at times determined by the President, who shall chair the meetings.   Directors shall meet physically no less than twice annually at which attendance is required of all directors.  Directors absent without due cause are subject to removal by vote of two-thirds of all present Board Members. Any Director may call a special meeting of the Board, notifying other members of the Board of the time, place, and purpose of the meeting and may conduct business via electronic media as set forth in the By-Laws.
 
Article X – Committees

Committees shall be appointed and dissolved at the will of the Board of Directors. 

Article XI – Parliamentary Procedures

All regular and special meetings of the Board shall be conducted according to Robert’s Rules of Order.

Article XII – Quorum

A quorum shall be two-thirds of Boards filled positions.

Article XIII – Amendments

This Constitution may be amended at any duly called Board meeting by a two-thirds vote.  The By-Laws may be amended by majority vote of the membership.  Proposed amendments shall be included as part of the meeting notice as set forth in Article VIII.

Article IX – Address

The address of the principle office of the corporation is 28500 Clemens Rd, Westlake, OH  44145, Cuyahoga County.

Upon the dissolution of the corporation, a membership meeting will be held to decide upon division of properties, assets and obligations in accordance with the constitution.