Bylaws & Governance Documents

Governance Policy

1.0 Introduction: The Upper Peninsula Digital Preservation and Access Network (UPLINK) is a collaborative membership organization committed to the preservation and documentation of Upper Peninsula history. A board of directors representing the region’s universities and heritage organizations governs the Network.

1.1 Mission Statement: UPLINK’s mission is to collaboratively manage and sustain a low-cost, secure, and geographically distributed digital preservation and access service for locally created digital primary source material documenting the history of the Upper Peninsula of Michigan.

1.2 Governance: UPLINK is a collaborative membership organization governed by a Board of Directors responsible for the overall management, coordination, communication, and reporting of the consortium. Standing committees of the Board of Directors manage the Network’s various tasks, such as finance, membership, appraisal and acquisition, technical policy and procedures, and educational outreach. Three permanent members, representing Northern Michigan University, Michigan Tech University, and Lake Superior State University, and five two-year term positions, each representing an Upper Peninsula heritage institution, comprise the membership of the Board of Directors (see Board of Directors operating bylaws below).

1.3 Program Operating Principles and Objectives: Cooperative digitization efforts provide a number of benefits to host institutions and collaborators. These projects broadly benefit scholars, students, and teachers by raising awareness and providing convenient access to primary source materials that might otherwise languish unknown and unseen. Organizing and sustaining large collaborative projects can be
challenging. UPLINK is guided by the Educopia Institute’s Community Cultivation: A Field Guide. The Guide offers an accessible and easy to implement framework that follows the lifecycle stages of a collaborative project. These lifecycle stages are Formation (developing and
sharing resources); Validation (the community demonstrates value and validity); Acceleration (demonstrates internal and external stability); and Transition (understands and addresses changing needs).

Within this collaborative framework, UPLINK is committed to:

long-term preservation and accessibility of cultural heritage content
collaborative adoption and implementation of policies and procedures
professional selection and acquisition of content documenting the history of the Upper Peninsula of Michigan
management and maintenance of digitization workstations capable of converting textual and analog media to digital formats

2.0 Membership: Any qualified heritage institution (library, museum, archives) in the Upper Peninsula of Michigan whose activities and objectives are consistent with UPLINK’s mission, principles, and objectives may apply for membership in the Network.

2.1 Length of Membership: All members share rights and responsibilities in common, including agreeing to retain membership for 3 years. This period provides some predictability for UPLINK in accommodating growth and improving services. However, any member may withdraw from UPLINK by notifying UPLINK in writing of its intention to withdraw. All digital content contributed to UPLINK may remain in the network indefinitely upon mutual agreement of the member organization and the UPLINK Board of Directors. The UPLINK Board of Directors reserves the right to remove content from the network should it determine a) content is deemed unsuitable or b) content was submitted without proper copyright clearance.

3.0 Copyright, Intellectual Property, Data Ownership, and Indemnification: All UPLINK members bear primary responsibility for determining ownership and their right to preserve content prior to submitting it for digital conversion and ingestion into the Network. However, UPLINK will provide each member institution professional consultation and assistance in determining copyright, intellectual property, and data ownership. UPLINK will work to comply with the 1976 Copyright Law (title 17, U.S. Code), related guidelines issued by the U.S. Copyright Office, and subsequent U.S. laws affecting copyright. All members agree to hold UPLINK and member institutions harmless in the event of infringement, claims of infringement, loss of data, interoperability, and any other technical standards and governance claims by waiving any rights of recovery for any costs or damages associated with their relationships to an agreement with UPLINK.

Board of Directors Operating Bylaws

Article 1 – Name: The name of the organization is the Upper Peninsula Digital Network (UPLINK). UPLINK is a collaborative network of heritage organizations (libraries, museums, and archives) dedicated to the preservation and documentation of the history of the Upper Peninsula of Michigan.

Article II – Mission: The mission of UPLINK is to collaboratively manage and sustain a low-cost, secure, and geographically distributed digital preservation and access service for locally created digital primary source material documenting the history of the Upper Peninsula of Michigan.

Article III – Board of Directors: A Board of Directors governs UPLINK and is responsible for the overall management, coordination, communication, and reporting. Three permanent members, representing Northern Michigan University (NMU), Michigan Technological University (MTU), and Lake Superior State University (LSSU), and five two-year staggered term positions, each representing a member heritage institution, comprise the membership of the Board of Directors. A chair, chair-elect, and secretary comprise the Board executive officers. The executive officers are elected by the UPLINK membership by a simple majority vote at the annual summer meeting. The Board of Directors will meet once quarterly and a quorum of the Board is 2/3 of the members. The Central Upper Peninsula and Northern Michigan University Archives will serve as the administrative headquarters for UPLINK and the Board of Directors.

Article IV – Board of Directors Chair: The Board chair serves for one year. The chair is primarily responsible for convening and running all board and membership meetings; calling for and preparing meeting agendas; and brings all strategic items before the Board for consideration and vote. In addition, the chair serves as the spokesperson for UPLINK.

Article V – Board Chair-elect: The chair-elect serves for two years with the second year serving as the Chair of the Board of Directors. The chair-elect is primarily responsible for convening the standing committees of the Board to evaluate and document progress regarding active working items. The chair-elect will assist the outgoing chair with preparing agendas for Board meetings.

Article VI – Board Secretary: The secretary serves for one year with the opportunity for renewal. The secretary is primarily responsible for the recording and distribution of meeting minutes for all Board and membership meetings. The secretary is also responsible for issuing notifications of meetings, calls for nominations for all open Board positions, and reviewing the results of all voting elections.

Article VII – Standing Committees: Standing committees of the Board of Directors manage the Network’s various tasks, such as finance, membership, appraisal and acquisition, technical policy and procedures, and educational outreach. The Board of Directors appoints the members of the standing committees from the general membership. Each committee has a minimum of three members. Terms of service are for two years with the opportunity for renewal.

Article IX – Nominations and Elections: Anyone affiliated with a member organization in good standing may stand for election or serve on the Board of Directors or on a standing committee. Nominations are due one month prior to the meeting following the July membership renewal. Members can self-nominate for any open position on the Board or standing committee. The membership will elect candidates by a simple majority vote. Each member organization has one vote. Voting electronically or by proxy is permissible up to one week in advance of the membership meeting by notifying the Board secretary. In case of a tie vote, the Board chair will cast the deciding vote. The Board secretary will compile and announce the voting results to the membership. All elected individuals will assume office and responsibilities immediately following announcement of the election results.

Article X – Amendments to the Governance Policies and Bylaws: UPLINK governance policies and operational bylaws may be amended at any time by a 2/3 majority vote of the membership. The Board of Directors shall ensure that member organizations receive notice of the proposed amendments sixty days prior to a vote. Any individual affiliated with a member organization in good standing may present a proposed amendment for consideration and a vote of the membership.