HEKATE Leadership Conference:
Sponsor:
SCT
Date:
November 15, 2001
Location:
Virtual Teleconference
Invitation November 13th 2001: (By Lev Gonick)
Dear HEKATE colleagues:
Pasted and attached pursuant to requests made by a number of BoA whowill be unable to attend do to prior commitments. We intend to meetmonthly as a BoA on the 3rd Thursday for one hour. Please make a note inyour calendars accordingly.
Our meeting will be from 1600-1700 U.S. East Coast time (4-5 pm) onThursday November 15.
The telephone number for the BofA teleconference is: 800-441-0022Participants need to tell the operator they are joining the 'HEKATE
Board of Advisors' meeting.
Looking forward to our conference call... Lev
Agenda: (by Board of Directors and Subcommittee Chairs)
Please review the follow documents:
HEKATE Overview
HEKATE ByLaws Draft
HEKATE Program Planning Subcommittee Overview Draft
HEKATE Membership Subcommittee Overview Draft
HEKATE Communications Subcommittee Overview Draft
HEKATE Board of Advisors Responsibilities
Attendees:
Name / AffiliationLev Gonick, Ph.D / Case Western Reserve University
Prashant Chopra / Campus Delphi
Gordon Freedman / Prometheus
Sheziaf Rafaeli, Ph.D / University of Haifa, Isreal
Mark Resmer / iUniverse.com
Christine Geith / Rochester Institute of Technology
Ron Yanosky / Gartner
Arlene Krebs / California State University Monterey Bay
Robert Ubell / Stevens Institute of Technology
Amanda Antico / Acadia
Kathryn Crawford, Ph.D / University of Sydney, Australia
Bernard Percy / Converge Magazine
George Lorenzo / EdPath
Trent Batson / University of Rhode Island
Barbara Ross / WebCT
Beth Hawkes / University of British Columbia
Reflection: (by Lev Gonick)
From Lev Gonick:
Dear HEKATE friends -- thanks for your willingness to join us on the phone today.
There were a number of important issues raised by members of the BoA that the Board of Directors will be exploring next week during its weekly phone conference. As promised, however, here is a sub-committee list as I recorded it during the call. For those of you unable to make the call, we would ask you to PLEASE take a moment to contact one of the members of the Board of Directors who has agreed to lead the sub-committee effort if you would like to join that sub-committee. As noted previously, every members of the Board of Advisors is asked to volunteer to serve on at least one sub-committee. We will wait to hear from Chris Geith on whether we can develop a common netmeeting format or other online conferencing facility to enable standardized support for moving the sub-committee agendas forward. Finally, if you would like to receive a copy of the actual 45 minute Board of Advisors meeting today, please contact Phillip Clark who has graciously coordinated conference services, including recording services.
Attachment A
HEKATE OVERVIEW
Mission and Vision
The mission of the Higher Education Knowledge and Technology Exchange (HEKATE) is to help shape the next generation of products and services for the new learner of the 21st century. The premise of the Exchange is a commitment to a renewed look at the intersection of teaching/learning and technology focusing on concierge services and relationship-building between producers and consumers of technology-enriched education. The Exchange has been built on a network of trusted relationships of individuals from higher education, publishing, consulting, and a broad array of technology vendors.
Since early 2001, a series of foundation meetings have been held with participation from a wide cross-section of the Higher Education and Technology community. HEKATE has undertaken a formal assessment of a series of core, interrelated founding value proposition that have been
reviewed by a distributed group of approximately twenty people through professional facilitation. Those 3 core value propositions are:
· HEKATE provides intermediating services, that is "matchmaking services" through a professional network of like-minded people.
· HEKATE provides new, "just in time" coalitions of interests from both the private sector and the academy to address issues of national and international importance, for example, a new national index of college rankings based on technology and learning outcomes or in
developing a national white paper on the future of the publishing industry and its relationship to higher education, as examples of both analytical work as well as political action work life
· HEKATE creates value through offering a robust and facilitated exchange between the vendor community and higher education where individuals and groups from all sides of the higher education world can develop alternative value propositions based on their needs in a manner
that the HEKATE would serve as facilitators.
Board of Directors
Lev Gonick
Phillip Clark
Arlene Krebs
Prashant Chopra
Mark Resmer
Chris Geith
Board of Advisors
Ron Yanosky
Bob Ubell
Amanda Antico-Majkowski
Phil Long
Barbara Ross
Gordon Freedman
Bernard Percy
Terry Hilsberg
Sheizaf Rafaeli
Kathy Williams
Trent Batson
Beth Hawkes
Kate Crawford
Pedro Hernandez
Kelsey Escoto
George Lorenzo
Attachment B
BYLAWS
OF
HEKATE:
HIGHER EDUCATION KNOWLEDGE
AND TECHNOLOGY EXCHANGE
ARTICLE I.
OFFICES
Section 1.Principal Office.
The principal office of the Corporation in the District of Columbia shall be located in the City of Washington, District of Columbia. The Corporation may have such other offices, either within or without the District of Columbia, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
Section 2.Registered Office.
The Corporation shall have and continuously maintain in the District of Columbia a registered office, and a registered agent whose office is identical with such registered office, as required by the District of Columbia Nonprofit Corporation Act. The registered office may be, but need not be, the same as the principal office in the District of Columbia, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II.
BOARD OF DIRECTORS
Section l.General Powers.
The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of the District of Columbia.
Section 2.Elections, Number, Tenure and Qualifications.
The number of Directors shall be not less than three nor more than twelve. Directors shall be elected at the annual meeting of the Board of Directors by a majority vote of the current Board. Each Director shall hold office for a term of three (3) years and until a successor shall have been elected and qualified. Directors are eligible to succeed themselves. Notwithstanding the foregoing, the first class of Directors elected pursuant to these bylaws shall serve staggered terms of one, two and three years, divided as equally among the Directors to be elected as practicable, with the term of each such Director to be chosen by lot.
Section 3.Regular Meetings.
A regular annual meeting of the Board of Directors shall be held at such time, date and place as the Board of Directors shall resolve. The Board of Directors may provide by resolution the time and place either within or without the District of Columbia, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4.Special Meetings.
Special meetings of the Board of Directors may be called by the President on his or her initiative or at the written request of any three Directors.
Section 5.Notice.
Notice of any special meeting of the Board of Directors shall be given at least three days previously thereto by a written notice delivered personally or sent by mail to each Director at the address shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless as specifically required by law or by these bylaws.
Section 6.Quorum.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a quorum is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 7.Manner of Acting.
The act of a majority of the Directors at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 8.Vacancies.
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of two-thirds of the remaining Directors, though less than a quorum of the Board of Directors. The Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.
Section 9.Compensation.
Directors as such shall not receive any stated salaries for their services as directors, but by resolution of the Board of Directors expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. Nothing herein shall bar a Director for receiving reasonable compensation for services rendered the Corporation other than as a Director.
ARTICLE III.
OFFICERS
Section l.Officers.
The officers of the Corporation shall be the President, Secretary, Treasurer, and such other officers as may be established in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.
Section 2.Election and Term of Office.
The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been duly elected and shall have qualified.
Section 3.Removal.
Any officer elected or appointed by the Board of Directors may be removed by vote of two-thirds of the full Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officers so removed.
Section 4.Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5.President
The President shall be the principal executive officer of the Corporation and shall in general supervise and control the business and affairs of the Corporation. The President shall chair meetings of the Board of Directors.
Section 6.Vice President.
In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.
Section 7.Treasurer.
As required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine; shall have charge and custody and be responsible for all funds and securities of the Corporation; shall receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and shall deposit monies in the name of the Corporation in such banks, trust companies or other depositories as shall be elected in accordance with provisions of Article VII of these bylaws; and in general shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 8.Secretary.
The Secretary shall keep the minutes of meetings of the Board of Directors in one or more books provided for that purpose; shall see that all notices are duly given in accordance with the provision of these bylaws which are required by law; shall be custodian of the corporate records and of the seal of the Corporation and shall see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provision of these bylaws; and in general shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 9.Assistant Treasurers and Secretaries
As required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries shall, in general, perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.
Section 10.Concurrent Offices.
The offices of Secretary and Treasurer may be held by the same person at the discretion of the Board of Directors.
ARTICLE IV.
COMMITTEES
Section 1.Committees of Directors.
The Board of Directors, by resolution adopted by the Board of Directors, may designate and appoint one or more committees, each of which shall consist of one or more Directors, which Committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any committee or any Director or officer of the Corporation; amending the articles of incorporation; restating any of the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director, of any responsibility imposed thereon by law.
Section 2.Executive Committee.
The Board of Directors may, in its discretion, by resolution adopted by the Board of Directors, constitute a general Executive Committee for the Board, appoint the members thereof, and specify its authority and responsibility. Such committee shall be composed of not fewer than two members of the Board of Directors who shall serve at the pleasure of the Board. The Executive Committee shall have such powers and shall perform such duties as the Board may delegate to it in writing from time to time, including the immediate oversight in management of the business affairs of the Corporation, except that the committee shall have no power to adopt, amend, or repeal the bylaws of the Corporation. The Executive Committee shall be organized and shall perform its functions as directed by the Board and shall report periodically to the Board. The committee shall act by two-thirds of the members thereof, and any action duly taken by the Executive Committee within the course and scope of its authority shall be binding upon the Corporation. The Executive Committee may be abolished at any time by the vote of a majority of the Board of Directors, and during the course of the committee's existence, the membership thereof may be increased or decreased and the authority and duties of the Committee changed by the Board of Directors as it may deem appropriate.
Section 3.Other Committees.
Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be appointed in such manner as may be designated by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be directors of the Corporation, and the President of the Corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the Corporation shall be served by such removal.
Section 4.Term of Office.
Each member of a committee shall continue as such until a next annual meeting of the Board of Directors and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 5.Chairs.
One member of each committee shall be appointed Chair by the person or persons authorized to appoint the members thereof.
Section 6.Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.