BY-LAWS
ofOpen Education Consortium, Incorporated
Revised March 1, 2017

ARTICLE 1
NAME, PURPOSES, LOCATION,
CORPORATE SEAL AND FISCAL YEAR
1.1

Name and Purposes. The name and purposes of the Corporation shall be as set

forth in the Articles of Organization.
1.2

Location. The principal office of the Corporation in the Commonwealth of

Massachusetts shall be as set forth in the Articles of Organization. The directors may change thelocation of the principal office in the Commonwealth of Massachusetts effective upon filing acertificate with the Secretary of the Commonwealth.
1.3

Corporate Seal. The directors may adopt and alter the seal of the Corporation.

1.4

Fiscal Year. The fiscal year of the Corporation shall, unless otherwise decided by

the directors, end on June 30 in each year.
ARTICLE II
MEMBERSHIP
2.1

Qualification. Membership shall be open to all academic institutions,

corporations, other business and non-profit entities, and other interested parties which (i) meetthe requirements of membership, defined below; (ii) sign a binding membership agreement
confirming their commitment to participate in the form required by the Corporation; and (iii)meet any other requirement for membership as may be determined by the board of directors,
including, without limitation, payment of any required membership fees.

In the event that an academic institution, corporation, business, non-profit entity
or other interested party ceases to satisfy one or more of the requirements for membership in the
Corporation, it shall automatically cease to be a member.
2.2

Membership Privileges; Voting Rights; Credentialed Representatives. All

members in good standing shall be entitled to vote in elections and attend membership meetings.
Members in good standing shall each have one vote, with respect to all matters brought to amembership vote, including election of directors and changes to the Corporation’s By-laws.
2.3

Proxies. Members, or their Credentialed Representatives if appointed, may voteeither in person or by written proxy during the annual election period, which proxies, before
being voted, shall be filed with the clerk or other person responsible for recording the election
outcomes. Proxies may be submitted to the Corporation’s principal address, in person or by
mail, by telecopier, by telegram, by e-mail or other electronic means. Proxies may, in thediscretion of the authorizing party, provide general authority or be limited to specific issues set
forth on the proxy. A proxy purporting to be executed by or on behalf of any party shall bedeemed valid unless challenged at or prior to its exercise.
2.4

Suspension or Revocation of Membership. A member will be removed if thatmember fails to meet the requirements set forth in the membership agreement. A member may besuspended or removed with or without cause by vote of a majority of the disinterested membersof the board of directors present at a duly constituted meeting. A member may be removed withcause only after reasonable notice and opportunity to be heard.
2.5

Resignation. A member may resign by delivering a written resignation to ameeting of the members, the president, treasurer or clerk of the Corporation, to a meeting of the-2-

directors or to the Corporation at its principal office. Such resignation shall be effective uponreceipt (unless specified to be effective at some other time) and acceptance thereof shall not benecessary to make it effective unless it so states.
ARTICLE III
BOARD OF DIRECTORS
3.1

Powers. The affairs and business of the Corporation shall be conducted by the

directors who shall exercise all of the powers of the Corporation, including, without limitation,
approval of applications for membership, establishment and amendment of membership criteria,,
suspension and revocation of membership, establishment and appointment of committees andtheir membership, selection and monitoring of the Executive Director, approval of budget andoversight of financial matters, setting policies consistent with the Mission Statement of the
Corporation, and passing such resolutions it considers necessary or advisable to manage andconduct the affairs of the Corporation and to perform its duties.
3.2

Number, Composition and Election. The Corporation shall have a board of

directors, whose number shall consist of up to thirteen (13) directors, constituted asfollows: ten (10) elected directors, who shall be elected by eligible voting members at theannual meeting from the slate of candidates proposed by the Nominating Committee; up totwo (2) members appointed by a vote of the elected board members from among the otherconstituent groups that could give important strategic perspectives not alreadyrepresented on the board, and the Executive Director, who shall serve as a non-voting
member of the board of directors ex officio. The Consortium desires a strong,internationally diverse board of directors. Election results may be weighted to ensure

representation from different regions of the world. In this case, the weighting of results-3-

shall be set by the nominating committee and disclosed to members in advance. Election

results and process will be open for inspection by any member who makes such a request.

No fewer than eleven (11) members will be on the board of directors at any given time. No
more than one board position shall be held by employees, officers, directors or trustees ofthe same member or organization. At any regular or special meeting the Members may

decrease the number of directors, but only to eliminate vacancies existing by reason of thedeath, resignation, removal or disqualification of one or more directors.
3.3

Tenure, Term Limits. Each director, except the Executive Director, shall holdoffice for a term of two (2) years until the next annual meeting after his or her term expires anduntil his or her successor is elected and qualified, or until he or she sooner dies, resigns, isremoved or becomes disqualified. Directors may be re-elected to successive terms; provided thatno director shall be re-elected as a director after serving three (3) consecutive terms without
taking at least a two-year sabbatical from serving on the board of directors. Filling a vacancy forless than a complete term will not be considered as part of the term limit.
3.4

Suspension or Removal. A director may be suspended or removed with orwithout cause by vote of a majority of the board members other than the board member to besuspended or removed. A director may be removed with cause only after reasonable notice andopportunity to be heard.
3.5

Resignation. A director may resign by delivering his or her written resignation to

the members, the president, treasurer or clerk of the Corporation, to a meeting of the directors or
to the Corporation at its principal office. Such resignation shall be effective upon receipt (unlessspecified to be effective at some other time), and acceptance thereof shall not be necessary to
make it effective unless it so states. A director shall be deemed to have resigned upon ceasing to-4-

be an officer, director, trustee or employee of the member with which he or she was affiliated at
the time of his or her election.
3.6

Vacancies. Any vacancy in the board of directors may be filled temporarily by

the board of directors until the next annual meeting of the membership at which an election isheld. Each temporary successor shall hold office, until he or she is replaced by the membership,or until he or she sooner dies, resigns, is removed or becomes disqualified. The directors shallhave and may exercise all their powers notwithstanding the existence of one or more vacancies
in their number.
3.7

Regular Meetings. Regular meetings of the board of directors may be held

without call or notice at such place and at such times as the board of directors may from time totime determine, provided that notice of the first regular meeting following any suchdetermination shall be given to absent directors.
3.8

Special Meetings. Special meetings of the directors may be held at any time andat any place designated in the call of the meeting when called by the chairman of the board of
directors (or if there be no such chairman, the president) or by two or more directors. Notice ofspecial meetings shall be provided as set forth in Section 3.9.
3.9

Notice.
a.

Regular Meetings. No call or notice shall be required for a regularmeeting of directors, provided that reasonable notice (i) of the first regular meeting following thedetermination by the directors of the times and places for regular meetings shall be given toabsent directors, and (ii) shall be given as otherwise required by law, the Articles of Organizationor these By-laws.

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b.

Special Meetings. Reasonable notice of the time and place of special

meetings of the directors shall be given to each director. Such notice need not specify the
purposes of a meeting, unless otherwise required by law, the Articles of Organization or theseBy-laws or unless there is to be considered at the meeting contracts or transactions of the
Corporation with interested persons.
c.

Reasonable and Sufficient Notice. Except as otherwise expressly

provided, it shall be reasonable and sufficient notice to a director to send notice by mail at least
seventy-two hours, by electronic mail at least forty-eight hours, or by telegram or telecopier at
least twenty-four hours before the meeting addressed to him or her at his or her usual or last
known business or residence address, or to give notice to him or her in person or by telephone atleast twenty-four hours before the meeting. A notice of a meeting need not specify the purposesof the meeting unless otherwise required by law or the Articles of Organization.
d.

Waiver of Notice. Whenever notice of a meeting is required, such notice need not

be given to any director if a written waiver of notice, executed by him or her (or his or her
attorney thereunto authorized) before or after the meeting, is filed with the records of themeeting, or to any director who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. A waiver of notice need not specify the
purposes of the meeting unless such purposes were required to be specified in the notice of suchmeeting by law or the Articles of Organization.
3.10

Quorum. At any meeting of the directors a majority of the directors then in officeshall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting may be held as adjourned
without further notice.

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3.11

Action by Vote. When a quorum is present at any meeting, a majority of thedirectors present and voting shall decide any question, including election of officers, unlessotherwise provided by law, the Articles of Organization, or these By-laws.
3.12

Action by Writing. Any action required or permitted to be taken at any meetingof the directors may be taken without a meeting if all the directors consent to the action inwriting and the written consents are filed with the records of the meetings of the directors. Suchconsent shall be treated for all purposes as a vote at a meeting. Electronic mail or electronic
voting from any director shall be acceptable for written consent.
3.13

Presence Through Communications Equipment. Unless otherwise provided bylaw or the Articles of Organization, members of the board of directors may participate in a
meeting of such board by means of a conference telephone or similar communications equipment
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.
3.14

Compensation. Directors shall serve without compensation for their services but

may be reimbursed for expenses incurred on behalf of the Corporation.
ARTICLE IV
COMMITTEES
4.1

General. The board of directors may establish one or more ad hoc or standing

committees in addition to those set forth below in Sections 4.2., 4.3., 4.4., and 4.5. The board of
directors may delegate to any committee or committees, the voting members of which consist
solely of directors, any or all of the powers of the board of directors except those which, pursuant
to Massachusetts General Laws, Chapter 156B, Section 55 as made applicable by Massachusetts
General Laws, Chapter 180, Section 10C (as the same may from time to time be modified,-7-

amended or replaced), by the Articles of Organization or by these By-laws they are prohibitedfrom delegating. Except with respect to an Executive Committee, if established, and except as
the board of directors or these By-laws may specifically authorize in particular instances, theauthority of any committee shall be limited to advising the board of directors of the Corporation
on matters referred to it.
Unless the directors otherwise designate, each committee may make rules for the holding
and conduct of its meetings, and the number of committee members required for a quorum, or totake action. The members of each committee shall remain in office at the pleasure of the boardof directors.
4.2

Budget Committee. The Budget Committee shall monitor the financial affairs of

the Corporation, review and recommend for approval the budgets and all matters relating to
general expenditures resource-related issues of the Corporation and make recommendations
thereon to the Board of Directors. The Budget Committee shall make such rules and regulations
as may be necessary for the prompt collection of all monies due to the Corporation, and theproper disbursement of such monies in payment of the obligations of the Corporation. The
Treasurer shall be the Chairperson of the Budget Committee.
4.3

Sustainability Committee. The Sustainability Committee shall regularly report tothe board of directors and annually to the membership at the annual meeting on issues affecting
the sustainability of the Corporation.
4.4

Membership Committee. The Membership Committee shall review and assess

the membership of the Corporation, including reviewing applications for membership,
OpenCourseWare Courses of the members and the form of Memoranda of Association, making
recommendations where appropriate, shall report to the board of directors when and as-8-

necessary, and, in any event, annually prior to the annual meeting. The Membership Committee
shall also confirm the membership of the Corporation not less than annually.
4.5

Nominating Committee. The Nominating Committee is responsible forencouraging and soliciting members for the board of directors, proposing procedures fornomination of officers and directors of the Corporation to ensure all nominees are subject to thesame process, procedures and rules which are fair, open and transparent, establishing guidelines
for the nature and type of communication allowed by nominees with the membership,
interviewing candidates, and presenting their credentials to the board of directors forconsideration and voting by the board of directors and membership. The Nominating Committee
shall endeavor to present an array of candidates for the board of directors that represents abalanced slate taking into consideration aspects such as geography, size and type of institution
from which the candidate derives.
ARTICLE V
OFFICERS AND AGENTS
5.1

Number and Qualification. The officers of the Corporation shall be a president,

treasurer, clerk and such other officers, if any, as the directors may determine. The Corporation
may also have such agents, if any, as the directors may appoint. An officer may but need not bea director. The Corporation shall duly appoint a resident agent for the purpose of service ofprocess unless the clerk is a resident of Massachusetts. If required by the directors, any officer
shall give the Corporation a bond for the faithful performance of his or her duties in such amountand with such surety or sureties as shall be satisfactory to the directors.
5.2

Election. The president and treasurer shall be elected by the directors at the conclusionof the officer’s term, or when there is a vacancy in the position caused by death, resignation, removal or
disqualification of the officer. The Executive Director shall serve as the clerk of the Corporation-9-

for so long as he or she remains employed as Executive Director of the Corporation. In the eventof a vacancy in the position of Executive Director, the board of directors may elect an interim
clerk to serve until a new Executive Director is hired. Other officers, if any, may be elected by
the directors at any time.
5.3

Tenure. The president, treasurer and each other officer elected by the directors

shall hold office for two years, until the first meeting of the directors following the annual election period,
and until his or her successor is chosen and qualified, unless a shorter period of time shall have been
specified by the terms of his or her election or appointment, or in each case until he or she sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain his or her authority at thepleasure of the directors.
5.4

Chairman of the Board of Directors. If a chairman of the board of directors iselected, he or she shall prepare the agenda for meetings of the board of directors and members in
consultation with the Executive Director, shall preside at all meetings of the directors andmembership, except as the directors shall otherwise determine, shall monitor and ensure
effectiveness of communications between and among the board of directors and committees,
shall assist the board in its review of the performance of the Executive Director, and shall havesuch other powers and duties as may be determined by the directors.
5.5

President and Vice President. The president shall be the chief executive officer of

the Corporation and, subject to the control of the directors, shall have general charge andsupervision of the affairs of the Corporation. The president shall preside at all meetings of thedirectors, except as directors otherwise determine.
If one or more vice president(s) are elected, the vice president or vice presidents shallhave such duties and powers as the directors shall determine. The vice president, or first vice- 10 -

president if there is more than one, shall have and may exercise all the powers and duties of thepresident during the absence of the president or in the event of his or her inability to act.
5.6

Treasurer. The treasurer shall be the chief financial officer and the chief

accounting officer of the Corporation. He or she shall be in charge of its financial affairs, funds,
securities and valuable papers and shall keep full and accurate records thereof. He or she shallhave such other duties and powers as designated by the directors or the president. He or she
shall be in charge of its books of accounts and accounting records and of its accounting
procedures. He or she shall also prepare or oversee all reports and filings required by the
Commonwealth of Massachusetts, the Internal Revenue Service and other governmental
agencies.
5.7

Clerk. The clerk shall record and maintain records of all proceedings of themembers and directors in a book or series of books kept for that purpose, which book or books
shall be kept within the Commonwealth at the principal office of the Corporation or at the officeof its clerk or of its resident agent and shall be open at all reasonable times to the inspection of
the members or any director. Such book or books shall also contain records of all meetings ofincorporators and the original, or attested copies, of the Articles of Organization and By-laws
and names of the members and directors and the address of each. If the clerk is absent from any
meeting of the directors, a temporary clerk chosen at the meeting shall exercise the duties of theclerk at the meeting.
5.8

Suspension or Removal. An officer may be suspended or removed with orwithout cause by vote of a majority of directors then in office at any special meeting called forsuch purpose or at any regular meeting. An officer may be removed with cause only after
reasonable notice and opportunity to be heard.

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5.9

Resignation. An officer may resign by delivering his or her written resignation to

the president, treasurer or clerk of the Corporation, to a meeting of the directors, or to the
Corporation at its principal office. Such resignation shall be effective upon receipt (unlessspecified to be effective at some other time), and acceptance thereof shall not be necessary to
make it effective unless it so states.
5.10

Vacancies. If the office of any elected officer becomes vacant, the directors may

elect a successor. Each such successor shall hold office for the unexpired term, and in the caseof the president and treasurer until his or her successor is elected and qualified, or in each caseuntil he or she sooner dies, resigns, is removed or becomes disqualified.

ARTICLE VI
EXECUTION OF PAPERS
Except as the directors may generally or in particular cases authorize the execution
thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts
and other obligations made, accepted or endorsed by the Corporation shall be signed by thepresident or by the treasurer or by the clerk.
ARTICLE VII
INDEMNIFICATION OF THE MEMBERS, THE DIRECTORS,OFFICERS, EMPLOYEES AND OTHER AGENTS
7.1

Right to Indemnification. The Corporation may indemnify and reimburse out of

the corporate funds, any person or entity (or the personal representative of any person) who at
any time serves or shall have served as a member or its Credentialed Representative, or as adirector, officer, employee or other agent of the Corporation, or who serves or shall have served- 12 -

at its request as a member, director, officer, employee or other agent of another organization inwhich it has an interest, whether or not in office at the time, against and for any and all claims
and liabilities to which he or she may be or become subject by reason of such service, andagainst and for any and all expenses necessarily incurred in connection with the defense orreasonable settlement of any legal or administrative proceeding to which he or she is made aparty by reason of such service, except with respect to any matter as to which he or she shallhave been adjudicated in any proceeding not to have acted in good faith in the reasonable belief
that his or her action was in the best interests of the Corporation. In effecting such indemnity
and reimbursement, the Corporation may enter into such agreements and direct the officers of the
Corporation to make such payment or payments and take such other action (including
employment of counsel to defend against such claims and liabilities) as may in its judgment bereasonably necessary or desirable. Such indemnifications or reimbursement shall not be deemed
to exclude any other rights or privileges to which such person may be entitled.
7.2

Indemnification in Advance of Final Disposition of Action. Indemnification of

the persons specified in Section 7.1 may include payment by the Corporation of expenses
incurred in defending a civil or criminal action or proceeding in advance of the final dispositionof such action or proceeding upon receipt of an undertaking by the person indemnified to repay
such payment if he or she shall be adjudicated to be not entitled to indemnification under thisBy-law or under Section 6 of Chapter 180 of the General Laws of Massachusetts as the same
may be amended (“Chapter 180”) and upon receipt of a written affirmation of his or her goodfaith belief that he or she has met the relevant standard of conduct described in Section 7.1 ofthis Article and under Section 6 of Chapter 180.

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7.3

Insurance. The Corporation shall have authority to purchase and maintaininsurance on behalf of any member or its Credentialed Representative, and any person who is or
was a director, officer, employee or other agent of the Corporation, or is or was serving at therequest of the Corporation as a member, director, officer, employee or other agent of anotherorganization in which it has an interest, against any liability incurred by it, him or her in any suchcapacity, or arising out of its, his or her status as such, whether or not the Corporation would
have the power to indemnify it, him or her against such liability.
ARTICLE VIII
CONFLICTS OF INTEREST POLICY
8.1

Conflict of Interest. No contract or transaction between the Corporation and its

members, or between the Corporation and one or more of its directors or their family member, or
between the Corporation and any other organization of which one or more of its directors or theirfamily member are members, shareholders, directors, trustees or officers, or in which any ofthem has any direct or indirect financial or other interest, shall be void or voidable, or in any way
affected, solely for this reason, or solely because the director is present or participates in themeeting of the members or of the directors, or of a committee thereof, which authorizes,
approves or ratifies the contract or transaction, if:(a)

The material facts of the relationship or interest and as to the contract ortransaction are disclosed or are known to the members, the directors or the committee whichauthorizes, approves or ratifies the contract or transaction, and the members, the directors or thecommittee in good faith authorizes, approves or ratifies the contract or transaction by theaffirmative vote of a majority of the disinterested persons, even though the disinterested persons
are less than a quorum; and- 14 -

(b)The contract or transaction is in the best interests of the Corporation as of

the time it is authorized, approved or ratified by the members, the directors or a committee
thereof.
8.2

Participation of Interested Persons. Common or interested persons may be

counted in determining the presence of a quorum at a meeting of the members or directors or of acommittee thereof which authorizes, approves or ratifies the contract or transaction and may
make a presentation to the members, directors or the committees thereof regarding the contract
or transaction. However, the common or interested persons must withdraw from the discussion
and voting of the interested contract or transaction.
8.3

Annual Disclosure. Each director must provide the Board of Directors with anannual written disclosure of the following:(i)the director's business involvements with the Corporation; and(ii)

the director's other board memberships, whether of for-profit or non-profit

corporations.
ARTICLE IX
PATRONS, SUSTAINING,
ASSOCIATES, AND CONTRIBUTING MEMBERS
The directors may designate certain persons or groups of persons as patrons or sustaining,associate, or contributing members in accordance with their contributions to the Corporation.
Such persons shall serve in an honorary capacity and, except as the directors shall otherwise
designate, shall in such capacity have no right to vote at any meeting, shall not be considered for
purposes of establishing a quorum, and shall have no other rights or responsibilities.

ARTICLE X- 15 -

AMENDMENTS
These By-laws may be altered, amended or repealed in whole or in part by vote of twothirds of the members present and voting at any meeting of the members, provided that notice ofany proposed amendment must be given to members not less than thirty (30) days prior to themeeting at which such amendment is voted upon, and provided further that no amendment may
be adopted which is inconsistent with the Articles of Organization.

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