Northwest Regional Data Center

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Northwest Regional Data Center Charter

As amended May 20, 2009.

Mission
The mission of the Northwest Regional Data Center (NWRDC) is to provide computing support primarily to public and not-for-profit entities throughout the state on a cost recovery basis.

Principles
NWRDC is committed to the principle of shared governance by the users of the Data Center.
The Policy Board is the governing body of the Data Center and is separate from any of the participating customers or the host institution, and responsible equitably to the users’ needs.

The Data Center is self-funding. Users of the Data Center are charged for their use of Data Center resources through a cost recovery process approved by the Policy Board, which provides for full cost recovery of operating expenses each fiscal year. In addition, the Data Center will maintain an operating reserve fund that will span fiscal years.

The Data Center provides a utility mode of operation. The processing power and services the Data Center provides are used by the customer for the purposes the customer requires. The Data Center must be prepared to support the largest and the smallest customers, evenhandedly allocating resources and charging for services.

The customers continue to be the owners and stewards of their data, responsible for the quality, security, archival, and disaster recovery protection of that data. The Data Center is the caretaker and protector of the platforms holding the customer data, but never the owner of the data.

Policy Board Membership
Policy Board Membership is determined based on the percentage of total users of the Data Center as represented by the Data Center revenue statistics from the prior year and nine months. All users, or cohorts of users, who utilize the Data Center at least four percent (4%) and up to fifteen percent (15%) of the total revenue base will have one policy board member. Any user or cohort utilizing over fifteen percent (15%) and up to thirty percent (30%) will have two policy board members. Any user utilizing over thirty percent (30%) will have three Policy Board Members.

For purposes of this determination, revenue is defined as the amount billed by the Data Center less any pass-through charges. The “user” is what NWRDC defines as a billing entity. A review of usage will be done annually to determine percentage of use by the entities. The percentage will be based on the most recent complete fiscal year, and the first nine months of the current fiscal year. The calculation will be completed prior to the annual budget meeting prior to the beginning of the next fiscal year so that any decision to add or remove policy board members can be voted upon at the budget consideration meeting and effective on a fiscal year basis.

The Policy Board may define cohorts of users. Where a defined cohort exists, the Policy Board will select a member from that cohort to invite as the Policy Board member. This appointment will be for two years.
The Policy Board may also select a voting member(s) representing the small accounts who would never be large enough to have a seat. This representation would be based on the aggregate usage of those users who don’t meet the threshold for an individual seat. This appointment will be for two years.

As long as the founding members are still actively using NWRDC, they will remain a voting member of the Policy Board. The founding members are FAMU, FSU, UWF, and the Florida Board of Governors for the state university system (formerly Board of Regents staff).  The Florida Board of Governors seat is a non-voting seat.

The Executive Director of NWRDC is an ex officio and non-voting member.  The Executive Director shall identify a staff member to serve as the staff secretary to the Policy Board.

Policy Board members are appointed by the CEOs of the respective institutions or their designees and may serve indefinitely as long as the usage warrants a Policy Board seat. In the event that a member will not continue service, and the Chair has not been notified of a replacement, the Chair will request a replacement from the institution. If the Policy Board has selected a member from a cohort group as described above, the Policy Board may decide at a later time to name another member from that group.

Policy Board members have a responsibility to provide NWRDC with full information about their future plans for new, additional or reduced services.

Policy Board members have a responsibility to commit the revenue as budgeted and utilized by their entity.
The Policy Board may adopt a policy by a simple majority vote of members present at a Policy Board meeting with a proper quorum.

In recognition that the infrastructure was paid for by the current users, the Policy Board may assess separate fees for new users or services on a case-by-case basis.

Policy Board
The Policy Board is the governing body for the NWRDC and the major role of the Board is to establish and promulgate policies for the NWRDC. Its functions are:  

  • Set strategic direction for the NWRDC. 
  • Approve long-term financial plans and the annual operating budget for NWRDC and amendments as
        needed. 
  • Approve computing and communications architecture. 
  • Approve rate structures, provided that such rates will result in full cost recovery during each fiscal year. 
  • Approve additional services for NWRDC to provide. 
  • Select the NWRDC Executive Director, who is the chief executive officer responsible to the Policy Board
        for the implementation of policies and the operation of the Data Center. 
  • Communicate policies in writing to the Executive Director, who is responsible for their implementation. 
  • Select the Chair and Vice Chair of the Policy Board, each for two-year terms commencing at the
        beginning of the fiscal year. The Chair and Vice Chair shall be from different entities. Election of these
        officers will take place at the meeting where the operating budget is approved. An election to fill the
        remainder of a vacated term will be held at the next scheduled meeting. 
  • Establish formal and informal advisory groups and committees as needed.

Administration
The Policy Board shall meet as deemed necessary by the Chair.  For the Board to consider action items, a quorum must be present at the meeting.   A quorum is defined as two thirds (66%) of the Policy Board voting membership. In order to alter this charter document, three fourths (75%) of the Policy Board voting members must agree. For all other items, a simple majority of the voting members present is required.

Board meetings may be held in person, or via electronic mail or audio/video conferencing. In the event of a meeting with members present both by conferencing and physical presence, votes from all members will be equally considered.

In the event a voting Policy Board member cannot attend a meeting, a designated representative may sit for that member. Provided the member has notified the Chair in writing prior to the meeting, the representative will have the right to vote for the absent member.   In the event a Policy Board member does not attend three consecutive meetings, the Chair may request the entity CEO appoint another member.

Committees and Ad Hoc Workgroups
The Board may create standing committees and ad hoc workgroups as required. The charge and appointment of committee members will be established by the Board. Board members may serve on committees and ad hoc workgroups. The Board may appoint a committee or workgroup chair who shall be responsible for ensuring the committee performs the assigned tasks and reports back to the Board.

One standing committee shall be the Management Committee of the Policy Board, which shall work closely with the Executive Director on matters involving finances, contractual agreements, and personnel issues.  The Vice Chair of the Policy Board shall serve as the ex officio chair of the Management Committee.

Officer Responsibilities
The Board Chair shall be the chief elected officer and official spokesperson for the Board. The Chair shall preside at the meetings of the Board and provide general oversight for the Executive Director. The host institution will designate the Executive Director’s supervisor of record.

The Vice Chair will preside over the Board meetings in the absence of the Chair.  The Chair and Vice Chair are authorized accountable officers for NWRDC. The Chair and Vice Chair may approve, but not initiate, expenditures for the Data Center.

The Chair and Vice Chair shall make arrangements for the preparation of accurate minutes of all proceedings and meetings.

Executive Director Responsibilities
The Executive Director is Responsible for the overall administration of the Data Center.  The Executive Director’s Responsibilities include:

  • Implement policy from Policy Board.
  • Prepare budgets for Policy Board approval. Work with the administrative host for spending authority,
        personnel actions, contract review, etc. Recommend execution of contracts, memoranda of understanding
        or other documents approved by the Policy Board to the administrative host. The Executive Director is an
        authorized accountable officer for the Data Center. 
  • Secure Policy Board approval for expenditures not in the operating budget over $75,000; notify Policy
        Board of changes to the operating budget or plans that are revenue neutral. 
  • Implement a cost accounting system supporting the rate structure and cost recovery algorithms approved
        by the Policy Board. 
  • Coordinate the communication and computing environments between the customers and NWRDC. 
  • Recommend additional services based on institution plans. 
  • Hire and manage all staff for Data Center. 
  • Maintain the fiscal records. 
  • Work with the administrative host institution to coordinate personnel, payroll, billing, and contractual
        responsibilities. 
  • Maintain adequate security and business resumption facilities and work with customers to implement
        them. 
  • Provide for maintenance of the physical facility.

Administrative Host Institution
Florida State University (FSU) is the administrative host institution and fiscal agent for NWRDC. In this capacity, FSU is the contracting authority, and provides legal support and executive oversight.   All positions in the NWRDC are employees of the administrative host and handled as such for payroll, leave, and other personnel actions.

The Data Center must follow all administrative rules and procedures of the administrative host. The Data Center will comply with Florida Public Records Law (Section 119.07 F.S.) and Florida Open Meetings Law (Section 286.011 F.S.). The Data Center is not a separate legal entity from the administrative host, and cannot sue or be sued.

Audit issues will be addressed jointly by the Data Center Executive Director, the Policy Board Chair and the assigned administrative host executive.

The Policy Board provides input on the annual performance appraisal and recommends salary, discipline and contract renewal for the Data Center Executive Director to the assigned administrative host executive.

The Policy Board can vote to change the administrative host if three fourths (75%) of the Policy Board voting members agree to the change.

As amended May 20, 2009 by the Northwest Regional Data Center Policy Board.