Higher Education Library Information Network (HELIN), Inc. BYLAWS, amended 19 February 2010

These Bylaws are based upon the HELIN Agreement for Integrated Library and Information Services for The Higher Education Library Information Network (HELIN), Inc. (hereinafter referred to as HELIN or the HELIN Library Consortium), and the HELIN Policy Governance Manual. Those documents represent authoritative and binding obligations and expectations on the part of all parties, and these Bylaws are an extension of those documents. It is acknowledged by all parties that the HELIN Agreement for Integrated Library and Information Services and the HELIN Policy Governance Manual are the ultimate authority in any question relating to the governance or functioning of the consortium, and in no event may Bylaws be created which violate, supersede, or compromise the language and terms of those documents. Revised 19 February 201

HELIN Agreement for Integrated Library and Information Services, Amended 23 July 2008

Agreement on mission, governance, rights and responsibilities of participation, maintenance of effort, contracts, use of host computer for ILS, services to be performed by URI on behalf of HELIN, equipment and telecommunications, access to data, shared costs, new HELIN members, additional libraries and consortia, term, compliance with state laws governing libraries, authorization, and amendmen

HELIN Bylaws

Bylaws of the HELIN Library Consortium, revised April 25, 2014 These Bylaws are based upon the HELIN Agreement for Integrated Library and Information Services for The Higher Education Library Information Network (HELIN), Inc. (hereinafter referred to as HELIN or the HELIN Library Consortium), and the HELIN Policy Governance Manual. Those documents represent authoritative and binding obligations and expectations on the part of all parties, and these Bylaws are an extension of those documents. It is acknowledged by all parties that the HELIN Agreement for Integrated Library and Information Services and the HELIN Policy Governance Manual are the ultimate authority in any question relating to the governance or functioning of the consortium, and in no event may Bylaws be created which violate, supersede, or compromise the language and terms of those documents

Higher Education Library Information Network (HELIN), Inc. BYLAWS, Amended 13 September 2005

These Bylaws are based upon the “Agreement for Integrated Library and Information Services” for The Higher Education Library Information Network (HELIN), Inc. (hereinafter referred to as HELIN or the HELIN Library Consortium), signed by all parties. That document represents authoritative and binding obligations and expectations on the part of all parties, and these Bylaws are an extension of that document. It is acknowledged by all parties that the terms of the Agreement are the ultimate authority in any question relating to the governance or functioning of the consortium, and in no event may Bylaws be created which violate, supersede, or compromise the terms of the Agreement. Revised 13 September 2005

Female directorship on boards and corporate sustainability policies: Their effect on sustainable development

We aim to explore whether board gender diversity, specifically women institutional directors, improves the sustainability development and stakeholder engagement of listed firms by affecting corporate social responsibility (CSR) policies. Moreover, within female institutional directors we can differentiate between banks and insurance companies (pressure-sensitive female institutional directors) and mutual funds, investment funds, pension funds and venture capital firms (pressure-resistant female institutional directors). Thus, the effect of these categories of directors on CSR policies is also analysed. Our findings suggest that female institutional, as a whole, have a positive effect on CSR policies, the same behaviour that show pressure-resistant female institutional, while pressure-sensitive institutional do not impact on CSR policies. This research provides a new framework for the role played by certain types of female directors (female institutional directors, female pressure-sensitive directors and female pressure-resistant directors) in CSR policies and, thus, may help policymakers to promote CSR policies, and to take action to promote responsible behaviour among listed firms

Upheaval in the Boardroom: Outside Director Public Resignations, Motivations, and Consequences

We investigate the motives and circumstances surrounding outside directors\u27 decisions to publicly announce their board resignations. Directors who leave quietly are in their mid-sixties and professional directors, i.e., retirees, who are retiring entirely from professional life. Directors who announce their resignation are in their mid-fifties and active professionals. Half the time they say they are leaving because they are busy. These directors leave from firms with some weakness in their performance, but with no overt manifestations of cronyism such as excessive compensation of either the CEO or directors. The other half of the time directors leave while publicly criticizing the firm. These directors are finance professionals who were members of the audit and compensation committees. They resign from firms with weak boards and financial performance with evidence that managers have manipulated earnings upwards. Public criticism appears to pressure these boards to make management changes associated with improved stock price performance. We conclude that while such public resignations are motivated by the reputational concerns of directors, they can act as a disciplining device for poor board performance

The Texture of Loyalty

This paper examines whether and how reforms in corporate governance structures and practices in the United States may reshape conventional notions of the fiduciary duties owed by independent directors of public companies. The paper identifies two focal points for the evolution of directors\u27 fiduciary duties. First, various reforms in corporate governance assign more specific responsibilities to directors, arguably reorienting directors\u27 loyalty to due discharge of a specified function along with ongoing or residual duties of loyalty owed in more general terms to the corporation and its shareholders. The relationships among these specific duties and more general ones may be complex, as may be the consequences of increased emphasis on work to be done by directors as members of committees in contrast to the board as a whole. Second, reforms in corporate governance imply that a director\u27s duty of loyalty to the corporation and its shareholders requires more than disinterest, narrowly defined. That is, a director\u27s duty is one of fidelity to the interests of the corporation that imposes more than an obligation to refrain from participating in board decisions in which the director has a material financial interest. The paper prefaces discussion of evolution of directors\u27 duties by addressing two more fundamental questions about contemporary corporate governance: what role precisely should be assigned to directors, distinct from a corporation\u27s officers and its other senior executives? And what implications follow for the powers of shareholders? To the extent that directors can reasonably be expected to serve only a relatively formal or vestigial function, an expansion in shareholders\u27 powers may be warranted. Overall, the paper is a study of interrelationships among legal and nonlegal mechanisms that shape expectations for directors\u27 conduct. Although distinct, none operates in a vacuum. Formal structures, definitions, and requirements may shape how directors discharge their responsibilities by focusing directors\u27 attention on their gravity and, by enabling independent directors to function more collegially, facilitating the development of institutions of corporate governance that function independently of senior management. Articulating the content of directors\u27 responsibilities with greater specificity heightens expectations that these responsibilities will be fulfilled. In turn, higher expectations for directors\u27 conduct may serve to legitimate directors\u27 capacity, once elected, to exercise discretion independent of intervention from shareholders

The Texture of Loyalty

This paper examines whether and how reforms in corporate governance structures and practices in the United States may reshape conventional notions of the fiduciary duties owed by independent directors of public companies. The paper identifies two focal points for the evolution of directors\u27 fiduciary duties. First, various reforms in corporate governance assign more specific responsibilities to directors, arguably reorienting directors\u27 loyalty to due discharge of a specified function along with ongoing or residual duties of loyalty owed in more general terms to the corporation and its shareholders. The relationships among these specific duties and more general ones may be complex, as may be the consequences of increased emphasis on work to be done by directors as members of committees in contrast to the board as a whole. Second, reforms in corporate governance imply that a director\u27s duty of loyalty to the corporation and its shareholders requires more than disinterest, narrowly defined. That is, a director\u27s duty is one of fidelity to the interests of the corporation that imposes more than an obligation to refrain from participating in board decisions in which the director has a material financial interest. The paper prefaces discussion of evolution of directors\u27 duties by addressing two more fundamental questions about contemporary corporate governance: what role precisely should be assigned to directors, distinct from a corporation\u27s officers and its other senior executives? And what implications follow for the powers of shareholders? To the extent that directors can reasonably be expected to serve only a relatively formal or vestigial function, an expansion in shareholders\u27 powers may be warranted. Overall, the paper is a study of interrelationships among legal and nonlegal mechanisms that shape expectations for directors\u27 conduct. Although distinct, none operates in a vacuum. Formal structures, definitions, and requirements may shape how directors discharge their responsibilities by focusing directors\u27 attention on their gravity and, by enabling independent directors to function more collegially, facilitating the development of institutions of corporate governance that function independently of senior management. Articulating the content of directors\u27 responsibilities with greater specificity heightens expectations that these responsibilities will be fulfilled. In turn, higher expectations for directors\u27 conduct may serve to legitimate directors\u27 capacity, once elected, to exercise discretion independent of intervention from shareholders

Buffalo Fiscal Stability Authority

The BFSA is a “corporate governmental agency” and an “instrumentality” of the State of New York. It is run by nine directors. Only one of these directors need be a citizen of the City of Buffalo. The governor designates two of the nine directors as “chairperson” and “vice-chairperson,” who preside over all meetings of the directors

Nonprofit governance: Improving performance in troubled economic times

Nonprofit management is currently pressured to perform effectively in a weak economy. Yet, nonprofit governance continues to suffer from unclear conceptions of the division of labor between board of directors and executive directors. This online survey of 114 executive directors aims to provide clarification and recommendations for social administration