Operational Guidelines

 

North Texas GigaPoP

October 14, 2005 

 

 

ARTICLE I - MEMBERS

 

Section 1. Membership.

 

1.0 Charter Members. The Charter Members in the North Texas GigaPoP (henceforth called the GigaPoP) include the universities and corporations that both a) participated actively in the planning and formation of the GigaPoP, plus b) were among those that completed their formal applications to join the GigaPoP before April 25, 2000. They include: Texas Christian University, University of North Texas, The University of Texas at Arlington, The University of Texas at Dallas, and Alcatel USA Incorporated.

 

1.1 Regular Members. Regular Membership in the GigaPoP is open to academic and corporate organizations that are Primary members of UCAID, plus organizations approved by the GigaPoP Management Council. Charter Members of the GigaPoP are also regular members.

 

1.2 Additional Classes of Members. Sponsored Membership in the GigaPoP is open to community colleges, hospitals, libraries, K-12 school districts, and museums plus possibly other similar organizations that are allowed under the UCAID provisions for Sponsored participants. Under UCAID provisions, an organization can become a Sponsored participant with Internet2 through sponsorship by a Primary UCAID participant. Sponsored Members are allowed to connect to the GigaPoP only through the communications infrastructure found on the campuses of their Regular UCAID participant sponsors by whatever connection their sponsors approve.  Sponsoring members of the GigaPoP must seek and receive approval from the Management Council before connecting a sponsored participant to Internet2 services.The GigaPoP Management Council may approve an additional number of classes of members by resolution.

 

1.3 Qualifications for Membership. Organizations may be considered to be qualified for admission as Regular Members if they are making definitive, substantial and continuing commitments to the development and evolution of applications in the conduct of research and/or education through the use of advanced computer data networking facilities.

 

1.4 Admission to Membership. The GigaPoP Management Council may accept new members to the GigaPoP upon application and successful review of their qualifications. Membership shall be continuing, provided that the members maintain themselves in good standing with respect to the: (a) payment of dues and assessments; and to the (b) policies and procedures adopted by the GigaPoP Management Council.

 

1.5 Member Representative. The Chief Executive Officer of each member organization shall be the official representative of that member organization. The Chief Executive Officers shall have the power to assign their duties as the official representatives to other executives of the member organization either permanently or temporarily.

 

1.6 Official Observers. The GigaPoP Management Council can invite qualified Official Observers to attend any of its meetings and any committee meetings it chooses to specify. The GigaPoP Management Council can choose to offer the invitations to specific individuals on a standing basis, or to offer the invitations to specific individuals on a meeting-by-meeting basis, however circumstances require and allow. 

 

Section 2. Voting Rights.

 

Only Regular Members of the GigaPoP shall have the right to vote as members of the GigaPoP Management Council.  Each member of the GigaPoP Management Council shall have one vote regarding issues and motions before the council.   Each of the Regular Members shall have one vote for the election of each officer of the GigaPoP Management Council to be filled by the Regular Members. The election of officers may be conducted by mail (including U.S. Post Office mail, electronic mail or by facsimile).

 

Section 3. Dues and Assessments.

 

3.1 Applicable to All. Each member organization shall be responsible for payment of assessments and dues, changes to which shall be approved by the GigaPoP Management Council. The GigaPoP Management Council may develop different schedules of dues for each additional class of members.  A member which fails to pay its dues or assessments within ninety days from the time such levy becomes payable shall have its membership rights suspended and is subject to forfeiture of membership as provided by policies established by the GigaPoP Management Council.

 

3.2 New Members.  Dues and Assessments for academic institutions and corporations that become new Regular Members will be charged an origination fee for their first fiscal year of membership. The GigaPoP Management Council with the development of the GigaPoP annual budget will approve dues, assessments and origination fees for subsequent fiscal years.

3.3 Funding Priorities.

First, documented GigaPoP expenses must be covered.

Second, additional expectations regarding service, capacity or reliability must be addressed and agreed upon by the participants, and;

Third, having satisfied A & B above, the participants should work together to further reduce participant expense in the GigaPoP.

 

Section 4. Membership Meetings.

 

4.1 Annual Meeting. An annual meeting of the members shall be held to transact business at such time and place as is designated.

 

4.2 Special Meetings. The GigaPoP Management Council may call special meetings of the members or any class of members. Special meetings may also be called by Regular Members having a quorum of the total number of possible votes cast at such meeting.

 

4.3 Place and Time of Meetings. Meetings of the members may be held at such place and time as the GigaPoP Management Council directs.

 

4.4 Meetings. Written or printed notice stating the place, day and hour of the meetings, and the purpose or purposes for which the meetings are called shall be delivered to each member entitled to vote at such meeting not less than five (5) days before or no more than thirty (30) days before the date of the meeting.  The notice shall be delivered either personally, by mail, by facsimile transmission, by electronic communication at the direction of the Chair or the Secretary of the GigaPoP Management Council, or the officers or persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage pre-paid, addressed to the member's address as it appears on the records of the GigaPoP. If sent by facsimile or electronic communication, such notice shall be deemed to be delivered when sent.

 

4.5 Waivers of Notice. Whenever any notice is required to be given to any member under any provision of law, or by these Guidelines, a waiver thereof in writing signed by the member entitled to such notice, whether before or after the time stated therein, shall be the equivalent of giving such notice. The presence of any member at a meeting, in person or by other electronic means of attendance, without objection to the lack of notice of such meeting, shall also waive notice by such member.

 

Section 5. Quorum.

 

A quorum for the transaction of business at any meeting of the members that are eligible to vote shall be at least 50 percent of the members that are entitled to vote at that meeting.

 

Section 6. Proxies.

GigaPoP Management Council representatives may appoint proxies for the purposes of meetings by giving written or telephonic notice to the Secretary.

 

Section 7. Participation.

 

The GigaPoP Management Council may allow members to participate in a meeting of the members by means of conference telephone or by any means of communication or combination thereof, including electronic communications, by which all persons participating in the meeting are able to communicate with one another simultaneously, and such participation shall constitute presence in person at the meeting.

ARTICLE II - GigaPoP Management Council

 

Section 1. Power of the GigaPoP Management Council.

 

The members of the GigaPoP Management Council shall manage the affairs of the North Texas GigaPoP.

 

Section 2. Number of GigaPoP Management Council Members.

 

The number of GigaPoP Management Council members shall be one member for each of the Regular Members of the North Texas GigaPoP.

 

Section 3. Vacancies.

 

The Chief Executive Officer of the Regular Member incurring that vacancy shall fill a vacancy on the GigaPoP Management Council.

Section 4. Resignation and Removal of Officers.

 

Any member of the GigaPoP Management Council may resign upon written notice to the Chair or Secretary of the GigaPoP Management Council. Such resignation shall be effective as of the date of receipt of the written notice or at whatever future date is specified in the notice. The vacancy shall be filled as expeditiously as possible as specified in Section 3.

 

Section 5. Quorum of Officers and Action by the GigaPoP Management Council.

 

A majority of the members of the GigaPoP Management Council in office shall constitute a quorum for the transaction of business. The act of a majority of the members of the GigaPoP Management Council present at a meeting at which a quorum is present shall be the act of the entire GigaPoP Management Council.

 

Section 6. Meetings of the GigaPoP Management Council.

 

Meetings of the GigaPoP Management Council, regular or special, may be held at such place within or without the State of Texas, and upon such notice as may be prescribed by resolution of the GigaPoP Management Council. Its members shall meet at least once annually.

 

Section 7. Notice and Waiver.

 

Whenever written notice is required to be given to any member of the GigaPoP Management Council, it may be given to such member either personally, or by sending a copy thereof through the U.S. Mail, by facsimile, or by electronic communication, with charges being pre-paid, to the address supplied by the Chair to the GigaPoP Management Council for the purpose of notice. Whenever notice is required, a waiver thereof in writing signed by an officer or officers entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Further, the presence of any officer at a meeting, in person or by other electronic means of attendance, without objection to the lack of notice of such meeting, shall also waive notice by such officer.

 

Section 8. Action Without a Meeting.

 

Any action which may be taken at a meeting of the GigaPoP Management Council may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the Regular Members of the GigaPoP Management Council entitled to vote with respect to the matter.

 

Section 9. Participation.

 

The members of the GigaPoP Management Council may participate in any meeting of the GigaPoP Management Council or a committee of the GigaPoP Management Council by means of conference telephone or by any means of communications including electronic communications by which all persons participating in the meeting are able to communicate simultaneously with one another, and such participation shall constitute presence in person at the meeting.

 

Section 10. Proxies.

 

GigaPoP Management Council representatives may appoint proxies for the purposes of meetings by giving written notice to the Secretary.

 

Section 11. Compensation.

 

No member of the GigaPoP Management Council shall receive any compensation for the services they render to the GigaPoP as a member, except that the members may be reimbursed for expenses incurred in the performance of their duties to the GigaPoP Management Council as authorized by their respective member organizations.

 

 

ARTICLE III - CHAIR OF THE GIGAPOP MANAGEMENT COUNCIL

 

The GigaPoP Management Council, by majority vote of its members, may engage and discharge the Chair of the council by majority vote of a quorum of the members of the GigaPoP Management Council.

 

ARTICLE IV - COMMITTEES

 

Section 1. Authority.

 

The GigaPoP Management Council may appoint such special or standing committees as it deems advisable. Unless such committee consists of only GigaPoP Management Council members, all standing and special committees are advisory only and may not act on behalf of the GigaPoP Management Council. No standing or special committee may adopt rules for its own governance that are inconsistent with these Guidelines or with rules adopted by the GigaPoP Management Council. The GigaPoP Management Council may establish any number of such standing or special committees and may appoint persons who are not officers to serve on such committees.

Section 2.Executive Committee.

 

By resolution the GigaPoP Management Council may designate an Executive Committee that will consist of the Chair of the GigaPoP Management Council and at least two (2) but no more than four (4) additional members of the GigaPoP Management Council. The Executive Committee may exercise the powers of the GigaPoP Management Council when the GigaPoP Management Council is not in session, reporting to the GigaPoP Management Council at its succeeding meeting any action taken. Any one or more of the Executive Committee members may call a meeting of the Executive Committee.

 

ARTICLE V - COMMITEES

 

The GigaPoP Management Council may establish by resolution one or more Committees whose purpose will be to advise the GigaPoP Management Council on matters requiring special knowledge, experience or expertise. Such Committees shall be composed of not fewer than three (3) nor more than twelve (12) individuals, who shall serve at the pleasure of and for terms as designated by the GigaPoP Management Council. Each Committee shall identify and recommend to the council its own Chairperson. In the event that the GigaPoP Management Council establishes a Committee at any time other than the annual meeting, the Chairperson of such Committee will serve more than one year, commencing with the date of the GigaPoP Management Council’s ratification of his or her appointment and ending with the end of the next fiscal year. Upon ratification of his or her appointment by the GigaPoP Management Council, the Chairperson of each Committee shall serve as an ex-officio officer without voting status.

 

 

ARTICLE VI - OFFICERS OF THE GigaPoP Management Council

 

Section 1. Officers.

 

The GigaPoP Management Council shall annually elect a Chair, a Vice Chair, and a Secretary and it may, if it so determines, elect or appoint such other GigaPoP Management Council officers and assistant officers, as it may deem proper. The Chair, Vice Chair and Secretary shall be elected from among the current members of the GigaPoP Management Council. The GigaPoP Management Council may by resolution authorize the Secretary to appoint one or more Assistant Secretaries as needed.

 

Section 2. Term of Office and Removal.

 

The term of office for each of the officers shall be for one year and until their respective successors are elected or appointed. Any officer may be removed from office at any time by the vote of the members of the GigaPoP Management Council. The members of the GigaPoP Management Council at a duly constituted meeting shall fill a vacancy in an officer.

 

Section 3. Duties of Officers.

 

The officers of the GigaPoP Management Council shall have such duties in connection with the operation of the North Texas GigaPoP as generally pertain to their respective offices, as described below, as well as such powers and duties as from time to time may be delegated to them by the GigaPoP Management Council.

 

3.1 Chair. The Chair of the GigaPoP Management Council shall preside at all meetings of the council and its Executive Committee unless the Chair or the GigaPoP Management Council designates another officer or member of the council to preside and, subject to the supervision of the GigaPoP Management Council, shall perform all duties customary to the office of the Chair.

 

3.2 Vice Chair. The Vice Chair shall preside at all meetings when the Chair is absent and perform other such duties as identified by the GigaPoP Management Council.

 

3.3 Secretary. The Secretary, or one of the Assistant Secretaries, shall: (i) keep the minutes of the meetings of the GigaPoP Management Council in appropriate books; (ii) give and serve all of the notices of the GigaPoP; (iii) be the custodian of the records; and (iv) perform all other duties as may be directed from time to time by the GigaPoP Management Council. In the absence of the Secretary and/or an Assistant Secretary at any meeting, the presiding officer pro tempore shall appoint a secretary.

 

 

ARTICLE VII - MISCELLANEOUS

 

Section 1. Offices.

 

The principal office of the North Texas GigaPoP shall be the office of the Executive Director of Information Resources at the University of Texas at Dallas.

 

Section 2.Fiscal Year.

 

The fiscal year of the North Texas GigaPoP shall be September 1 through August 31.

 

Section 3. Order of Business.

 

The parliamentary rules in “Robert’s Rules of Order,” as may be revised, shall govern all deliberations when not in conflict with these Bylaws. The GigaPoP Management Council may waive the application of these rules, as it deems necessary.

 

Section 4. Amendments

 

These Guidelines may be altered, amended or repealed at any meeting of the GigaPoP Management Council by a resolution adopted by a majority vote of the GigaPoP Management Council.

 

Section 5. Compensation of Agents and Employees.

 

The North Texas GigaPoP may pay compensation in reasonable amounts to agents and employees for services rendered, such amounts to be fixed by the GigaPoP Management Council or, if the GigaPoP Management Council delegates this power to any officer or officers, then by such officer or officers.

 

Section 5. Dissolution.

 

All authority to dissolve the GigaPoP and to dispose of its assets resides with the GigaPoP Management Council.

Approved: Oct 14, 2005