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About Arbornet: BylawsPrintable 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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