Google:
web arbornet.org
Please help support M-Net, the world's longest running public access UNIX system. PayPal and most major credit cards are accepted.

Or support Arbornet through purchases made on Amazon.com using our affiliate page.

Please support our host!
Please support our host!

Blue Ribbon Campaign - Free Speech Online

 

About Arbornet: Bylaws

Printable Version

1.01 _Principal and Other Offices_.  The principal and any other
office of the corporation shall be at such places as the Board of
Directors from time to time determines or the business of the
corporation requires, except that the registered office shall be
located within the State of Michigan.

Top of Page

2.01 _Seal_.  The corporation may have a seal in such form as the
Board of Directors may from time to time determine.  The seal may
be used by causing it or a facsimile to be impressed, affixed,
reproduced or otherwise.

Top of Page

3.01 (a) _Definition_. Patronship in Arbornet includes any person who 
has paid dues to Arbornet in the amount set by the Board.  Patronship 
begins on the date the dues were received by the Arbornet treasurer, 
and continue until that date on the following year.

(b) _M-Net Privileges_. Patronship conveys the privilege of using some 
reserved services on M-Net.  These privileges are subject to the 
approval of the staff.

(c) _Voting_. Patrons who have used M-Net, attended a Board meeting, 
or attended an official M-Net function at least once during the 
previous three months may vote in elections for the Board of Directors 
or membership sponsored initiatives.  Patrons who do not otherwise 
qualify may petition the Board to be granted an exception. (d) 
_Termination of patronship_. Termination of patronship status may be 
done only by vote of the Board of Directors.

Top of Page

4.01 _Number_. The business and affairs of the corporation shall 
be managed and controlled by the Board of five directors.

4.02 _Election, Resignation, Removal, and Recall_. (a) Directors 
shall be elected to 1 year terms.  The term of office shall 
commence after the completion of the annual election.  Each 
director shall hold office until a successor is elected and 
qualified, or until resignation or removal from office. (b) A 
resignation is effective upon its acceptance by the Board of 
Directors, or at a subsequent time as set forth in the notice of 
resignation. (c) A director may be recalled by a user referendum 
vote approved by a majority of all patrons eligible to vote. (d) A 
director may be removed for cause by a unanimous vote of all 
remaining directors.

4.03 _Vacancies_. Vacancies in the Board of Directors occurring 
for any reason shall be filled by the affirmative vote of a 
majority of the remaining directors. Each person so elected shall 
serve until the next annual election.

4.04 _Nominations_. No later than March 1 of each year, the Board 
shall appoint an Election Committee (to consist of non-candidates) 
which shall issue a call for nominees to Board positions.  Only 
patrons eligible to vote may be nominated.  Any member in good 
standing may self-nominate. A nomination of a person made by 
someone other than the nominee must be accepted by the nominee. 
The deadline for nominations and acceptances shall be March 30.

4.05 _Annual Election_. The annual election shall begin on April 
14 and continue through April 21. The election shall be conducted 
by electronic means on M-Net.  No write-in votes shall be 
permitted.  Each eligible patron may cast as many votes as the 
number of seats to be elected, but not more than one (1) vote per 
candidate. The Election Committee shall certify and publish the 
results, including the number of votes cast for each candidate. 
This report shall also appear in the minutes of the next Board of 
Directors meeting. Tie votes shall be resolved by lot.

4.06 _Annual Meeting_. The annual meeting of the Board of 
Directors shall be held within two weeks after the close of the 
annual election voting period, in a manner agreed upon by the 
incoming Board. At the annual meeting, the Board shall elect 
officers and consider such other business as may properly be 
brought before the meeting.

4.07 _Regular and Special Meetings_. Regular and special meetings 
of the Board of Directors may be held at such times and places as 
the majority of the directors may from time to time determine. (a) 
_Acts of the Board_. The Board shall not vote to act upon any 
issue that has not been available for public discussion for a 
period of seven days. (b) _Emergency Votes_. The Board of 
Directors may, under extraordinary circumstances, decide by simple 
majority to vote upon an issue considered an emergency.

4.08 _Notices_. Three days' notice must be given before the start 
of any meeting, in the M-Net policy conference and the M-Net 
general conference, stating the time and place and manner of the 
meeting.

4.09. _Initiative._ A patron eligible to vote may initiate a 
policy (not including staff matters or the expenditure of funds) 
by posting a discussion item in the active M-Net policy 
conference. (a) The initiative must remain available for 
discussion for at least two weeks before being voted on.  The 
initiator may at that time revise the motion for clarity if 
desired.  The initiator may also drop the initiative or continue 
it as originally written. (b) If the initiative continues to a 
vote, the president shall appoint an election committee, who will 
conduct the vote via electronic means on M-Net. (c) The vote 
period shall begin one week after the initiative is finalized, and 
shall last for one week.  A majority of all participating patrons 
must vote yes in order to approve the initiative.  The Election 
Committee shall certify and publish the results, and the secretary 
shall include their report in the minutes of the next Board of 
Directors meeting. (d) If approved, the initiative shall become 
policy as if the Board of Directors had adopted it.

Top of Page

5.01 _Notices_.  All notices of meetings required to be given to
directors or any committee of directors may be given by mail,
telegram, radiogram or cablegram to any director or committee
member at his or her last address as it appears on the books of
the corporation.  Such notice shall be deemed to be given at the
time when it is mailed or otherwise dispatched.

5.02. _Waiver of Notice_.  Notice of the time, place and purpose
of any meeting of directors or committee of directors may be
waived by telegram, radiogram, cablegram or other writing, either
before or after the meeting, or in such other manner as may be
permitted by the laws of the State of Michigan.  Attendance of a
person at any meeting of directors, or of a committee of
directors, constitutes a waiver of notice of the meeting except
when the person attends the meeting for the express purpose of
objecting, and does not object after the beginning of the meeting,
to the transaction of any business because the meeting is not
lawfully called or convened.

Top of Page

6.01 _Officers_. The Board of Directors shall elect or appoint a 
President (who shall also be the Chairman of the Board), a Vice 
President, a Secretary, and a Treasurer.  The President and Vice 
President must be members of the Board.  No officer shall 
execute, acknowledge or verify an instrument in more than one 
capacity.

6.02 _Term of Office_. An officer shall hold office for the 
elected or appointed term and until a successor is elected or 
appointed and qualified, or until resignation or removal from 
office.

6.03 _Vacancies_. The Board of Directors may fill any vacancies 
in any office occurring for whatever reason.

6.04 _Authority_. All officers, employees and agents of the 
corporation shall have such authority and perform such duties in 
the conduct and management of the business and affairs of the 
corporation as may be designated by the Board of Directors and 
these bylaws.

6.05 _Compensation_. Officers of the corporation shall serve 
without compensation.

Top of Page

7.01 _President_. The President shall be the chief executive of 
the corporation and shall preside at all meetings at which he or 
she is present. The president shall see that all orders and 
resolutions of the Board are carried into effect.  In addition, 
the President shall have the general powers of supervision and 
management usually vested in the chief executive officer of a 
corporation.

7.02 _Vice President_.  The Vice President shall, in the absence 
or disability of the President, perform the duties and exercise 
the powers of the President and shall perform such other duties 
as the Board of Directors or the President may from time to time 
prescribe.

7.03 _Secretary_. The Secretary or a designated representative 
shall attend all meetings of the Board of Directors and shall 
record all votes and minutes of all proceedings.  The Secretary 
shall notify all Directors, patrons and other interested parties 
of place, time and manner of all meetings of the Board of 
Directors.  The Secretary shall, in the absence or disability of 
the President and Vice President, perform the duties and exercise 
the powers of the President.

7.04 _Treasurer_. The Treasurer or a designated representative 
shall have the custody of the corporate funds and securities, 
shall keep full and accurate accounts of receipts and 
disbursements in books of the corporation and shall deposit all 
moneys and other valuable effects in the name and to the credit 
of the corporation in such depositories as may be designated by 
the Board of Directors. The Treasurer shall render to the 
President and directors, whenever they may require it, an account 
of his or her transactions as Treasurer and of the financial 
condition of the corporation.  The Treasurer shall, in the 
absence or disability of the President and Vice President and 
Secretary, perform the duties and exercise the powers of the 
President.

Top of Page

8.01 _Orders for Payment of Money_.  All checks, drafts, notes,
bonds, bills of exchange and orders for payment of money of the
corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to
time designate.

8.02 _Contracts and Conveyances_.  The Board of Directors of the
corporation may designate the officer and/or agent who shall have
authority to execute any contract, conveyance, mortgage, or other
instrument on behalf of the corporation, or who may ratify or
confirm any execution.  When the execution of any instrument has
been authorized without specification of the executing officers or
agents, the Chairperson of the Board, the President or any Vice
President, the Secretary or Assistant Secretary or Treasurer or
Assistant Treasurer may execute the same in the name and on behalf
of this corporation and may affix the corporate seal thereto.

8.03 _Loans_.  No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of
Directors.

8.04 _Deposits_.  All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the
corporation in such depositories as the Board of Directors shall
direct.

Top of Page

9.01 _Maintenance of Books and Records_.  The proper officers and
agents of the corporation shall keep and maintain such books,
records and accounts of the corporation's business and affairs,
minutes of the proceedings of its Board and committees, if any, as
the Board of Directors shall deem advisable and as shall be
required by the laws of the State of Michigan and other states or
jurisdictions empowered to impose such requirements.  Books,
records and minutes may be kept within or without the State of
Michigan in a place which the Board shall determine.

9.02 _Reliance on Books and Records_.  In discharging the duties
of office, a director or an officer of the corporation, when
acting in good faith, may rely upon the opinion of counsel for the
corporation, upon the report of an independent appraiser selected
with reasonable care by the Board or upon financial statements of
the corporation, represented to him or her to be correct by the
President or the officer of the corporation having charge of its
books of account or stated in a written report by an independent
public or certified public accountant or firm of such accountants,
fairly to reflect the financial condition of the corporation.

Top of Page

10.01 _Non-Derivative Actions_.  Subject to other provisions of
this Article and to the extent permitted by law, the corporation
shall provide for the indemnification and reimbursement of any
person made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that such person,
or a person whose legal representative or successor he or she is,

(a) is or was a director, officer or employee or agent of the
corporation; or

(b) is or was serving at the request of the corporation as a
director, member of an executive committee, officer, agent or
employee of another corporation, partnership, joint venture trust
or other such enterprise, for expenses (including attorney's fees)
and the amount of any judgment, money decree, fine, penalty,
settlement (if such settlement is approved by the Board of
Directors) or other cost actually and reasonably incurred by him
or her in connection with the defense or settlement of such
proceeding or any appeal therefrom.


10.02 _Determination that Indemnification is Proper_. Any
indemnification under this Article (unless ordered by a court of
competent jurisdiction) shall only be made by the corporation upon
a determination that the person to be indemnified acted in good
faith and in a manner which such person reasonably believed to be
in, or not opposed to, the best interests of the corporation, and,
in the case of any criminal proceeding, that such person had no
reasonable cause to believe that his or her conduct was unlawful.
Such determination shall be made in one of the following ways: (a)
by the Board of Directors by a majority of a quorum consisting of
directors who are not parties to such action, suit or proceeding;
or (b) by independent legal counsel to the corporation in a
written opinion that such indemnification is proper.  The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the
person did not act in good faith or in a manner reasonably
believed to be in, or not opposed to, the best interests of the
corporation nor, with respect to any criminal action or
proceeding, create a presumption that the person had reasonable
cause to believe that the conduct was unlawful.

10.03 _Expenses of Successful Defense_.  To the extent that a
person has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Section 9.01 of
these bylaws or in defense of any claim, issue or matter therein,
that person shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by that person
in connection therewith.

10.04 _Expense Advance_.  Expenses incurred in defending an action
described in Section 9.01 of this Article may be paid by the
corporation in advance of a determination that such
indemnification is proper upon receipt by a written guarantee by
or on behalf of the person involved to repay such amount unless it
is later determined that such person is entitled to
indemnification in accordance with these bylaws.

10.05 _Former Directors and Officers_.  The indemnification
provided in the foregoing Sections continues as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of
such a person.

10.06 _Insurance_.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against and incurred by that person in any such capacity, or
arising out of such status, whether or not the corporation would
have power to indemnify him or her against such liability under
these bylaws or the laws of the State of Michigan. The Board of
Directors may also purchase insurance to protect any property or
equipment belonging to the corporation, on behalf of the
corporation, as part of the Board's routine duties.

10.07 _Changes in Michigan Law_. In the event of any change of the
Michigan statutory provisions applicable to the corporation
relating to the subject matter of Article IX of these bylaws, then
the indemnification to which any person shall be entitled
hereunder shall be determined by such changed provisions.  The
Board of Directors is authorized to amend these bylaws to conform
to any such changed statutory provisions.

Top of Page

11.01 _Fiscal Year_.  The fiscal year of the corporation shall
begin on the 1st day of July and end on the 30th day of June
annually.

Top of Page

12.01 _Amendments_.  Except as otherwise provided herein, the
bylaws of the corporation may be amended, altered or repealed, in
whole or in part, by the Board of Directors at any meeting duly
held in accordance with these bylaws, provided that the notice of
the meeting includes notice of the proposed amendment,
alternative, or repeal.

Top of Page

13.01 _Nondiscrimination_.  No person shall be excluded from
participation in the corporation, denied benefits or be otherwise
subject to unlawful discrimination under any program or activity
of the corporation on the grounds of age, sex, race, color, creed,
sexual orientation, religion, or national origin.

Top of Page

14.01 _Distribution of Assets_.  Upon dissolution of the
corporation, the assets remaining after satisfaction of all
liabilities and obligations shall be distributed to such
organizations as are qualified as tax exempt under section 501 (
c) (3) of the Internal Revenue Tax Code, as amended, or the
corresponding provisions of a future United States Internal
Revenue Code.

Top of Page

 

Copyright © 2010 Arbornet Site maintained by www@arbornet.org
All users must abide by the Acceptable Use Policy

Box 130784 Ann Arbor, MI 48113 United States of America