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CONSTITUTION |
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ARTICLE I - NAME The name of this Cooperative Group shall be METROPOLITAN DAYTON EDUCATIONAL COOPERATIVE ASSOCIATION. ARTICLE II - PURPOSE The general aim of the Association is to improve instructional and administrative functions and to make optimum use of public funds through cooperation of member school districts. To achieve this general aim, the purposes of the Association are as follows: A. To apply modern technology with the aid of computers and other electronic equipment to the administrative and instructional functions of member districts. B. To develop a cohesive group that cooperates well in the initial effort so future joint programs can be established, subject to the approval of the Superintendent of Public Instruction, in other instructional and administrative areas. ARTICLE III - MEMBERSHIP Section 1 - General Requirements A. When it is deemed desirable by the Board of Directors to admit additional members to the Association, all school districts in the Dayton regional area may be invited to join. The "Dayton Regional Area" includes all territory within regional boundaries that may be established in the future by law, the State Department of Education, or this Association. B. All members shall agree to share costs of joint operations on an equitable basis. C. All members shall agree to wholeheartedly support any joint effort undertaken by this Association. Section 2 - Regular Membership A. Those districts fulfilling General Requirements A, B, and C, and subscribing to the following services, shall become participating members upon a majority vote of the Assembly, to be taken at the next regularly scheduled Assembly meeting, and be in good financial standing per Regular Membership Requirement B. County Boards of Education - Subscribe to, at least USAS Services
All Other Districts - Subscribe to, at least, either USAS and USPS Services
B. A non-refundable initial membership fee will be required from new participating members. This fee shall be the greater of a minimum amount, per the Basic Fee Schedule, or actual expenses incurred due to commencement of service(s). Any past due initial membership fee(s) (outstanding longer than 30 days), as well as any other past due charges as of the date of the regular Assembly meeting, must be paid prior to acceptance as a participating member by the Assembly. ARTICLE IV - THE ASSOCIATION ASSEMBLY Section 1 - Membership The Assembly shall consist of the Superintendent and one Board representative of each member school district. Section 2 - Powers and Duties A. Election of the Board of Directors. B. Approval of new cooperative ventures. C. Approval of the annual Association budget. D. Approval of Basic Fee Schedule. E. Amendment of the Association Constitution. Section 3 - Quorum A majority of Assembly membership shall constitute a quorum. Section 4 - Meetings The Association Assembly shall meet each year during May on a date set by the Board of Directors and at such other times as the Board may prescribe. A member may designate a proxy at any meeting of the Assembly upon written certification to the chairman. ARTICLE V - THE BOARD OF DIRECTORS Section 1 - Membership A. The Board of Directors shall consist of seven Superintendents of member districts as follows: 1) The Superintendent of Montgomery County Schools. 2) The Superintendent of the Fiscal Agent, if different than the Superintendent of Montgomery County Schools. 3) If the Superintendent of Montgomery County Schools is not the same as the Superintendent of the Fiscal Agent, five Superintendents who shall be elected by Assembly representatives of all member school districts other than the representatives from the Fiscal Agent and Montgomery County Board of Education. 4) If the Superintendent of Montgomery County Schools is the same as the Superintendent of the Fiscal Agent, six Superintendents who shall be elected by Assembly representatives of all member school districts other than the representatives from the Montgomery County Board of Education. Section 2 - Terms of Office In recognition of the educational and administrative responsibilities of the Fiscal Agent and the Montgomery County Board of Education, and because of the student base they represent, their Superintendents shall be permanent members of the Board of Directors. Other Directors shall be elected for three-year terms. Section 3 - Quorum A quorum shall consist of a majority of the Board members. Section 4 - Meetings The Board shall meet four times a year. Additional meetings may be called as necessary by the Chairperson or by the majority of the Board members. Any member of the Association may attend the Board meetings and petition to be heard at the start of the meeting if he so desires. A member may designate a proxy at any meeting of the Board upon written certification to the Chairman. Section 5 - Powers and Duties A. To bear responsibility for all cooperative efforts undertaken by the Association. B. To set overall policies. C. To appoint the Operating Committee. D. To promote publicity. E. To approve expansion of Association membership. F. To set the dates for the Assembly's annual meeting and to call special meetings of the Assembly as necessary. G. To appoint for the balance of an expired term a member of the Board of Directors when said position has been vacated by resignation. H. To hire the Director and staff. The Board will approve and recommend the hiring of staff to the Fiscal Agent who will be the official employer. Section 6 - Officers and Staff A. Chairman The Board of Directors shall elect one of its members as Chairman of the Board to serve for a term of one year. He shall: 1) Preside at all meetings of the Board and the meetings of the Assembly. 2) See that the Director sends agenda for the above meetings to the Board of Directors and to Assembly representatives one week in advance of the meetings. 3) See that the Director compiles an annual report on the activities of the Association's cooperative ventures, present it at the annual Assembly meetings and distributes it to the governing board of member districts and educational institutions. 4) See that the Director supervises the Association's public relations program. B. Vice Chairman The Board shall elect one of its members as Vice Chairman to serve a term on one year. He shall: 1) Preside in the absence of the chairman. 2) Succeed to the office of chairman, should it be vacated before the end of a term. 3) Assist the chairman in the discharge of his duties. C. Secretary The Board shall have the Director appoint a Secretary who shall: 1) Keep a full and accurate record of proceedings and transactions of Assembly and Board meetings. 2) Perform any other duties assigned by the chairman or by action of the Board. D. Controller Since Section 3313.92 of the Ohio Revised Code makes it mandatory for one Board of Education to administer the financial transactions of any joint agreements among Boards, the Treasurer of the Fiscal Agent shall be appointed Controller. In this role, he shall: 1) Receive and disburse all funds. 2) Undertake all other financial transactions necessary to the work of the Association. ARTICLE VI - OPERATING COMMITTEE Section 1 - Membership An Operating Committee shall be appointed by the Board of Directors. Section 2 - Term of Office The term of office of each member is at the discretion of the Board of Directors, but ideally should be at least three years. These appointments should be staggered if at all possible. Section 3 - Quorum A quorum shall consist of a majority of the Operating Committee members. Section 4 - Meetings The Operating Committee shall meet at least once a month to review operations and discharge the duties shown below. Other meetings may be called at the discretion of the Chairman of the Operating Committee. Any Superintendent of a participating member or user district may petition by letter to the Chairman of the Operating Committee for a hearing in advance of the regular monthly meeting. Section 5 - Powers and Duties A. To carry out responsibilities as directed by Board of Directors. B. To set short and long-range plans and objectives. C. To establish any organizational structure they deem necessary to efficiently manage the enterprise. D. To bear responsibility for development and control of an operating budget, including expenditures for capital improvements. This budget must be approved by the Board of Directors and the Assembly. E. To establish operating procedures. F. To assist the Director in resolving any district complaints. G. To recommend to the Board participation of private and parochial schools, institutions of higher education, or city, county, and federal groups in their particular venture whenever it seems desirable. These other participating groups will share in the costs on the basis of services rendered. Section 6 - Chairman of Operating Committee The Operating Committee shall elect from its membership a Chairman to serve for a term of one year. He shall: A) Preside at all committee meetings. B) Assist the Director with agenda. ARTICLE VII - FINANCIAL RESPONSIBILITIES OF MEMBERS Section 1 - Operating Committee Charge The Operating Committee shall recommend charge for services rendered. Section 2 - Financial Transactions The fiscal year of the Association shall be July 1, to June 30. Section 3 - Ownership of Property A. Tangible Property Title to any and all equipment, buildings, furniture, and other goods purchased by MDECA shall be held in trust for the participating members by the Association's designated Fiscal Agent. Any school district withdrawing from the cooperative shall forfeit their claim to the Association's assets. In event of dissolution of the organization, all current participating members will share in the net liquidation in a ratio proportionate to their last twelve months' financial contribution. B. Computer Software All computer software ("programs") developed by MDECA for purposes of enabling electronic data processing equipment to perform specific tasks are MDECA's property, although any MDECA user can use any MDECA software by subscribing to the appropriate MDECA services. Any school district withdrawing from the cooperative shall forfeit any claims to MDECA software, except when the complete development of any software was totally funded by the withdrawing district per the determination by the Board of Directors. Copies of the software, totally funded in this manner by the withdrawing district, may be available to the district, subject to individual negotiations and approval from the Board of Directors. C. Sale of any MDECA property (tangible property or computer software as described above) shall require the approval of the Board of Directors. ARTICLE VIII - AMENDMENT OF THE CONSTITUTION The Constitution may be amended, providing resolutions for such amendments and changes shall be presented in writing to the President of the Board at least forty-five days before the annual meeting is held and he shall circulate same at least thirty days before the meeting to the members of the Assembly. Amendments shall be approved by a two-thirds (2/3) majority vote of all members. ARTICLE IX - DISSOLUTION OF THE COOPERATIVE A dissolution of the organization shall occur when a majority of the members, at a regular meeting or one called specifically for such a purpose, vote to dissolve the Association. ARTICLE X - WITHDRAWAL OF A MEMBER SCHOOL DISTRICT FROM THE ASSOCIATION A member school district may only withdraw effective June 30, of a year, and only if written notice of intent to withdraw is provided to the Board of Directors by July 1, of the year prior to the intended effective date. This date and twelve-month time period is set to insure continuity of programs and fiscal responsibility. The financial obligation during the twelve-month period prior to the withdrawal date shall be the normal charges, per the current Basic Fee Schedule, assuming usual district utilization of services throughout the entire withdrawal period. In the absence of normal district utilization of services throughout the entire withdrawal period, the financial obligation shall be based upon utilization during the last twelve-month period of actual normal district utilization per the current Basic Fee Schedule and policy of the MDECA Board of Directors. A withdrawing district shall also be responsible for any prorata portion of long-term debt previously incurred by the Association on behalf of the district, as determined by the MDECA Board of Directors. ARTICLE XI - FISCAL AGENT DESIGNATION Section 1 - Fiscal Agent Designation The Fiscal Agent shall be a Board of Education of a participating member school district, per Article III, Section 2, and shall be appointed by a majority vote of the Association Assembly members with the consent of the Board of Education of the participating member school district designated as the Fiscal Agent. Section 2 - Fiscal Agent Responsibilities The Fiscal Agent shall be responsible for providing a controller and associated fiscal services as required under ORC 3313.92 and State Board of Education Rule 3301-3-01. Additional responsibilities may be assigned based upon the mutual agreement of the Fiscal Agent and MDECA Board of Directors. Any charges made by the Fiscal Agent to the Association for performing said services shall be considered as normal operating costs of the Association. Section 3 - Requirement for Contract Between Fiscal Agent and Association The essence of the relationship between the Association and Fiscal Agent must be captured via a formal contract. This contract must contain, but need not be limited to, the following topics: A. Association Responsibilities B. Fiscal Agent Responsibilities C. Conflict Resolution Procedure(s) D. Term of Contract and Cancellation Procedures Other items may be included based upon the mutual agreement of the MDECA Board of Directors and the Fiscal Agent. This contract should include any and all understandings in order to ensure a common understanding by all parties, along with the clear and undisputed responsibility and authority of each party. Section 4 - Change of Fiscal Agent In the event that two-thirds (2/3) of the Association Assembly members request that the Fiscal Agent be changed, or in the event that Fiscal Agent requests to be relieved of its duties, a new Fiscal Agent shall be appointed by a majority of the Association Assembly members with the consent of the Board of Education of the participating member school district designated as the new Fiscal Agent. A minimum of six-months written notice is required for either party to terminate an existing Fiscal Agent relationship. Alternative terms of termination, as mutually agreed upon by the MDECA Board of Directors and the Fiscal Agent, and/or as contained in the contract between the Association and the Fiscal Agent, may override this requirement for a six-month written notice.
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