Bylaws 1196

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GENESEE FREE-NET BYLAWS (Adopted 11/19/96)

 (Revised November 2007)


SECTION I. NAME AND FISCAL YEAR

The name of the Corporation is Genesee Free-Net. The fiscal year shall be the Gregorian calendar year.

SECTION II. PURPOSE

The purpose of the Genesee Free-Net is to provide those who live or work in Genesee County and the State of Michigan with electronic access to local, regional and worldwide information.

SECTION III. MEMBERS, POWER TO VOTE AND DUES

A. All designated users holding a Genesee Free-Net on-line account are also members of Genesee Free-Net and are entitled to vote.
B. A designated user holding more than one account is entitled to only one vote.
C. There shall be no dues.

SECTION IV. MEETINGS

A. MEMBERSHIP

1. Annual Meeting.

The Annual Meeting of the Membership shall be held in Genesee County, Michigan, during the month of October, at a time and place set by the Board of Directors, for the purpose of nominating Directors, and any other business that shall properly come before the Membership. Directors shall be elected via an electronic ballot distributed within the five days following the Annual Meeting. The Ballot is to be returned within the thirty days following the Annual Meeting. Directors so elected will take office on January first.

2. Special Meetings.

Special Meetings of the Membership may be called by the Board of Directors and shall be called by them upon receipt of a petition from not less than twenty-five Members. Notice of such Special Meeting shall be given to each Member via electronic mail not less than ten days nor more than sixty days in advance of the Special Meeting. The electronic mail notice shall include the agenda for the Special Meeting and only those items on the Special Meeting Agenda may be discussed or acted upon at the Special Meeting.

3. Quorum.

There shall be no quorum requirement for Annual or Special meetings. If those present are less than thirty percent of the Membership, any action taken by a majority shall not become final until ratification via electronic ballot by a simple majority of those voting. The electronic ballot must be distributed not less than five nor more than thirty days following the Meeting.

B. BOARD OF DIRECTORS

1. Regular Meetings

The Regular meetings of the Board of Directors shall be held at a time and place determined by the Board of Directors. At the first meeting of the Board, the schedule of Meetings for the ensuing year shall be determined. The Board shall meet at least once each quarter. The Schedule shall be sent electronically to each Board Member not present at the first meeting within the five days following the first meeting.

2. Special Meetings

Special Meetings of the Board may be called by the Chair of the Board and shall be called by the Chair upon the petition of five of the Members of the Board. Notice of such Special Meeting shall be sent to each Board Member via electronic mail not less than ten days nor more than thirty days in advance of the Special Meeting. The electronic mail notice shall include the agenda for the Special Meeting and only those items on the Special Meeting Agenda may be discussed or acted upon at the Special Meeting.

3. Quorum.

A quorum is present when fifty percent of the Members of the Board are present.

4. Adjournment

In the absence of a quorum, a majority of the Board present at the time and place of any meeting may adjourn such a meeting until a quorum is present.
 

C. COMMITTEES

1. Regular Meetings

Meetings of Committees shall be held at a time and place determined by the Chair of the Committee. Meetings may be held electronically.

2. Quorum.

There are no quorum requirements for committees

3. Final Action

Any and all recommendations developed by committees must be presented to the Board of Directors for final action.

D. CONDUCT OF MEETINGS

1. Robert's Rules of Order.

All meetings, including electronic meetings, shall be conducted according to Robert's Rules of Order except where other provisions are provided in these Bylaws.

2. Open Meetings.

It is intended that when ever possible all meetings of the Membership, Board of Directors and Committees are open to attendance by any Member. A Member's participation in Board of Directors and Committee meetings is at the discretion of the Chair of the Board or the Committee.

3. Closed Meetings.

A meeting of the Board of Directors or a meeting of any Committee may be closed to Members only for the purposes of discussing personal information, personnel, property acquisition, or litigation. A motion shall be made identifying the purpose of closing the meeting and a majority vote of the members of the Board or the Committee in favor of the motion will close the meeting.

SECTION V BOARD OF DIRECTORS

A. GENERAL:

The Board of Directors constitutes the governing body of
the Genesee Free-Net. The Board shall have the power of general supervision of the affairs of the organization and shall perform such other duties as are specified in these bylaws.

B: NUMBER AND SELECTION:

The existing Board of Directors shall serve until the first annual meeting of the Genesee Free-Net. The Board of Directors shall consist of a maximum of fifteen (15) members of the Genesee Free-Net. It shall contain broad representation of the Genesee County area community.

C: TERM OF OFFICE:

The term of a director shall be three years except that the first Board of Directors elected under these bylaws shall consist of five (5) serving for one (1) year, five (5) serving for two (2) years and five (5) serving for three (3) years. Thereafter, each newly elected director shall serve for three years unless elected to a vacancy, in which case the term of office shall be for the unexpired term.

D. REMOVAL FROM OFFICE:

Any member of the Board of Directors may be removed from office by a vote of not less than two-thirds (2/3) members of the Board of Directors at any regular or special Board meeting.

E: VACANCIES:

Vacancies on the Board of Directors shall be filled by appointment by the Board of Directors. Should the Board appoint a director to fill a vacancy with a term of one (1) year or more, the appointed director shall serve only until the next Annual Meeting at which time a director shall be elected to fill the unexpired term.

F: HONORARY DIRECTOR:

The Board of Directors may, from time to time, elect Honorary Directors to recognize outstanding service to the Genesee Free-Net. An Honorary Director shall have the right to attend and speak at Board Meetings, but may neither vote nor introduce motions. Honorary Directors shall not be considered in determining a quorum.

SECTION VI OFFICERS

A. The officers of the Board of Directors shall be the Chair, Vice-chair, Secretary, and Treasurer.

B. The Officers of the Board of Directors shall be elected by a majority vote of the Board at its first meeting of the calendar year and shall hold office for a term ofone year.

C. Any Officer may be removed from office by a majority vote of the Board.

D. The Board shall fill any vacancies on the Board by majority vote and the elected Officer shall serve the remainder of the unexpired term of office.

Duties of Officers

A. Chair of the Board:

The Chair of the board shall preside at all meetings of the members and all meetings of the Board of Directors. The Chair shall appoint all committees and be an ad hoc member of all committees. The Chair shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

B. Vice Chair of the Board:

The Vice Chair of the Board shall perform all duties of the Chair of the Board in the Chair of the Board's absence or disability.
 
C. Secretary:
 
The Secretary shall be responsible for the minutes of all meetings of the members and of the Board of Directors. The Secretary shall see that all notices are duly given in accordance with these By-Laws and shall perform all duties incidental to the office of the Secretary.
 

D. Treasurer:

The Treasurer shall be responsible for the financial records and the rendering of statements of the financial condition of the Corporation. The Treasurer shall prepare an annual budget and arrange for an annual audit of the Corporation's finances. The Treasurer shall serve as chair of any financial committees.

SECTION VII COMMITTEES

A. Nominating Committee.

The Chair of the Board shall appoint a Nominating Committee composed of five members including the Vice Chair, who shall serve as chair of the Committee, and only one other director The Nominating Committee shall recommend at least one candidate for each vacant seat on the Board of Directors at the Annual Meeting in October. The Nominating Committee must place on the ballot any nominee submitted and supported by 25 or more members providing the proposal is received at least 24 hours prior to the annual meeting.B. Standing and Ad Hoc Committees:

The Chair of the Board may appoint standing and ad hoc committees, their members and chairs. Committee members must also be members of the Genesee Free-Net and serve at the pleasure of the Chair. Committees shall serve for the duration of the Chair or until dissolved by the Board.

SECTION VIII INDEMNIFICATION

The Genesee Free-Net shall purchase and maintain insurance to indemnify all Officers, Employees and Volunteers and hold them harmless from and against all judgments, and other expenses incurred in connection with the defense and resolution of any and all claims which it may incur by reason of the Officers, Employees and Volunteers performing duties on behalf of the Genesee Free-Net.

SECTION IX AMENDMENTS

The Board of Directors shall have the power to make, alter, amend and repeal the Bylaws and Articles of Incorporation of the Genesee Free-Net upon approval of not less than two-thirds (2/3) of the directors.