BYLAWS

• A. Initial Membership Period - First Meeting - First Board
• B. Re-Opening Of Membership Rolls
• C. Annual Membership Meeting
• D. Special Meetings
• E. Quorum

• A. Duties And Powers
• B. Membership of the Board of Directors
  1. Numbers of Members and Length Of Terms
  2. Executive Director and Staff
  3. Nominating Committee
  4. Petition Candidates
  5. Balloting and Election
  6. Assumption of Office
• C. Replacement of Board Members
  1. Absences
  2. Resignations
  3. Term
• D. Meetings of the Board
  1. Regular Meetings
  2. Special Meetings
  3. Open Meetings
• E. Order of Business
• F. Sunmission of Items for the Agenda
• G. Agenda Included in Notice Of Meeting
• H. Quorum

• A. Executive Authority Of The Corporation
• B. Presiding Officer at Meetings of the Board of Directors
• C. Presiding Officer at Annual Meetings of the Members
• D. Presiding Officer at Special Meetings
• E. Election Of Chair of the Board Of Directors

• A. Number of Officers and Provisions for Election
• B. Qualifications, Duties, and Powers
  1. President
  2. The Executive Vice-President
  3. Vice Presidents
  4. Secretary
  5. Assistant Secretaries
  6. Treasurer
  7. Annual Inspection of Books - Fiscal Year
  8. Assistant Treasurers
• C. Executive Committee
  1. Composition
  2. Powers and Duties
  3. Reports
  4. Minutes
  5. Contracts
• D. Financial Responsibility

• A. Appointments and Membership
• B. Standing Committees
• C. Advisory Council
• D. Duties and Powers

• A. Indemnification
• B. Payment
• C. Defense Against Claims
• D. Non-Exclusivity
• E. Insurance

• A. Non-Profit - Tax Exempt
• B. Limitations of Debate
• C. Conduct of Meetings
• D. Nondiscrimination

• A. Non-Profit
• B. Distribution of Assets

• A. Vote
• B. Notice Of Meeting to Amend Bylaws
• C. Amendment of Articles of Incorporation
• D. Notification - Internal Revenue Service

HURON VALLEY COMMUNITY NETWORK
a Michigan nonprofit corporation

BYLAWS

• I. NAME

  The name of the corporation is Huron Valley Community Network.

• II. PURPOSE AND AUTHORITY
  • A. EXISTENCE AND GOVERNING PRINCIPLES -- The corporation is incorporated as a non-profit corporation under the Michigan nonprofit corporation statutes and is intended to be a tax-exempt corporation as defined in Section §501(c)(3) of the Internal Revenue Code of 1954 or any amended or successor provision thereto. The corporation shall be governed by the Articles of Incorporation and these Bylaws, as they may be amended from time to time. The ByLaws or amendments thereto shall not conflict with the provisions of the Articles of Incorporation.

  • B. BASIC PURPOSES -- The corporation shall endeavor to coordinate, design, install, operate, and administer a community computing network for the benefit of the residents of Washtenaw County, Michigan; to maximize electronic communications and access to public electronic information, and to benefit the health, welfare, education, and intellectual and economic opportunities for the residents of Washtenaw County, Michigan through the use of computers, telecommunications, and related technologies.

  • C. PROMOTION OF PUBLIC ACCESS TO INFORMATION -- The corporation shall endeavor to facilitate greater public access to information concerning the available services, activities and resources of educational, cultural, commercial, governmental, religious and civic organizations, and institutions through operation of the network.

  • D. INTERACTIVE COMMUNICATIONS -- The corporation shall endeavor to make available certain services for interactive communication among persons accessing the network, as set out in these bylaws.

  • E. PROMOTION OF CONNECTION WITH OTHER NETWORKS -- The corporation shall endeavor to promote the efficient operation and growth of the network through developing, acquiring, using, and linking with other carriers and providers, including existing networks, databases, directories, and other communication technologies and resources.

  • F. POWER TO CONTRACT -- The corporation shall have authority to contract with any person or legal entity; to hire employees, and engage services of agents and independent contractors; to receive, maintain, and accept as assets of the corporation, any property, whether real, personal or mixed, tangible or intangible, by way of gift, bequest, devise, grant, or purchase, from any governmental unit, person, firm, trust, corporation or other legal entity, to be held, administered, and disposed of in accordance with and pursuant to the provisions of the Articles of Incorporation; but no gift, bequest, devise, grant, or purchase of any such property shall be received or made and accepted if it is conditioned or limited in such manner as would violate the non-profit status of the corporation or which would jeopardize the Federal Income Tax exemption of the corporation pursuant to §501(c)(3) of the Internal Revenue Code as now in force or as may be amended by other statute or regulation.

  • G. POWER TO SELL -- The corporation shall have the authority to sell, exchange, or otherwise dispose of any property or property rights in accordance with the stated purposes of the corporation and, provided, such activity does not jeopardize the status of the corporation as tax-exempt under Internal Revenue Code §501(c)(3), and further provided such activity does not jeopardize the status of the corporation as a nonprofit corporation under the laws of Michigan.

  • H. IN-KIND CONTRIBUTIONS -- The corporation shall have the authority to value reasonably, and to accept at such value, in-kind contributions of property or work, whether physical or intellectual, in exchange for membership or for other corporate purposes, as defined later in these bylaws.

  • I. POWER TO BORROW AND SECURE DEBT -- The corporation shall have the authority to borrow money, issue bonds and other indentures and obligations for monies borrowed or in payment of property acquired, secured or unsecured, issue and sign promissory notes or other indentures of repayment, and secure repayment of obligations by mortgage, security agreement, pledges, or other agreements.

  • J. General powers -- The corporation shall have the authority to cause, sponsor, or engage in any and all activities conferred by law, whether specifically enumerated here or in the articles of incorporation or not, in furtherance of the purposes stated in these bylaws and the articles, and provided the nonprofit, tax- exempt status of the corporation is not jeopardized.

• III. MEMBERS AND USERS AND POWER TO VOTE
  • A. MEMBERS -- There shall be the following categories of members of the corporation, all of whom shall be entitled to one vote:
    1. INDIVIDUAL MEMBERS shall pay dues in the amount of twenty-five ($25.00) dollars per membership year as defined in these bylaws. Individual membership may be granted in exchange for ten (10) hours of work per membership year, or equivalent contribution (as determined in the sole discretion of the Board of Directors) on behalf of the corporation. The terms, conditions and requirements for work or other contributions shall be outlined generally in the written policies of the corporation approved by the Board of Directors, and shall be subject to the ultimate discretion of the Board of Directors in all cases.

    2. DONOR MEMBERS shall pay dues in the amount of fifty ($50.00) dollars per membership year as defined in these bylaws.

    3. SPONSOR MEMBERS shall pay dues in the amount of one hundred ($100.00) dollars per membership year as defined in these bylaws.

    4. BENEFACTOR MEMBERS shall pay dues in the amount of two hundred fifty ($250.00) dollars per membership year as defined in these bylaws.

    5. PATRON MEMBERS shall pay dues in the amount of one thousand ($1000.00) dollars per membership year as defined in these bylaws.

    6. MEMBERSHIP APPLICATIONS -- All members shall be required to submit a signed written application for membership together with the payment of the required dues. Such application for membership shall be in a form adopted or accepted by the Board of Directors. Approval or rejection of membership shall be based upon written criteria adopted by the Board of Directors and available in writing in advance of the submission of the application for membership

    7. ORGANIZATIONS MAY REGISTER as members of the Huron Valley Community Network, however every organization must designate, register, and identify every individual user of the Huron Valley Community Network and all related services. Organizations do not have the right to vote. Individual registered members, from any organization, have one vote per individual registered and identified membership. Nothing prohibits a person connected with an organization from becoming a registered user, and nothing prevents any member of an organization from being any other category of member, as defined in these bylaws.

  • B. ONE PERSON - ONE VOTE -- In all cases, only one vote per voting membership shall be allowed.

  • C. CUMULATIVE VOTING NOT ALLOWED -- Cumulative voting shall not be allowed in any vote.

  • D. PROXIES -- No person shall hold more than two proxies at any time. No proxy shall be valid for more than ninety (90) days. Original proxies must be signed by the person giving the proxy as well as the person exercising the proxy. True copies of all proxies must be submitted to the Secretary of the Corporation for validation at least three (3) full business days before any meeting where they might be exercised. The Secretary shall retain the copies for the corporate records. Original proxies shall be available for inspection at any meeting where exercised.

  • E. REGISTERED USERS - NON VOTING
    1. REGISTERED USERS shall not be entitled to vote in the affairs of the corporation, but shall be granted the right to use the services of the corporation without the payment of dues, under terms of identification and registration as set by the Policies of the corporation and approved by the Board of Directors, and upon signed acceptance of the rules for the use of corporate services

  • F. LEGAL CAPACITY FOR ALL MEMBERS AND USERS
    1. LEGAL CAPACITY -- All members and all registered users must have the legal capacity to enter into a contract enforceable under the laws and in the courts of the State of Michigan; memberships or registered user status may be granted in the name of members or users without such legal capacity provided such membership or registered user status is authorized and sponsored by a competent legal representative for the sponsored member or user, recognized as such legal representative under the laws of the State of Michigan. Such legal representative shall, in writing, accept personal responsibility for the acts and omissions of the sponsored member or user in all contacts, uses, and relationships with the corporation and its services.

  • G. ACCEPTANCE OF MEMBERSHIP - DENIAL OF MEMBERSHIP
    1. ACCEPTANCE -- Acceptance of membership shall require signature upon a membership application authorized by the Board of Directors and payment of dues as specified in the application.

    2. DENIAL -- The Board of Directors shall reserve the right to refuse or cancel membership or use, and to refuse, prohibit, or deny access, to any person, firm, corporation, partnership, foundation, association, or other legal entity when the Board determines that such membership or use would be incompatible with the Articles of Incorporation, upon delinquency of dues payments, or when the Board determines that the behavior of the member is contrary to these bylaws or such rules, policies and procedures as the Board may establish.

  • H. ACCEPTABLE USE POLICIES OF COMMUNICATIONS PROVIDERS
    1. INTERNET PROVIDER -- All members and users, as a condition of membership or use of the services of the corporation shall be required to consent to the acceptable use policies of the internet service provider in effect at the time of membership or use; at the present time the corporation intends to contract with Merit Network, Inc. and MichNet for services including connection with and access to the resources of the interconnected world-wide computer and communications networks commonly known as the "internet", and intends to comply with the acceptable use policies of Merit Network, Inc. and MichNet.

  • I. DUTIES OF MEMBERS, REGISTERED USERS, AND GUESTS
    1. MEMBERSHIP OR USE CARRIES DUTIES -- Membership in, or use of, the Huron Valley Community Network or any related, connected or used, equipment, service provider, connected network, communication device, switch, service, or capability, or related or analogous device, system, or service, shall carry duties and obligations as well as rights. No one shall claim rights in this organization or its connected computers, circuits, processors, storage devices, services, capabilities, work product, equipment, computer software, assets, or providers without accepting corresponding duties and obligations as provided in these bylaws, the Articles of Incorporation, and the rules and policies of the corporation.

    2. 2. RIGHT TO WITHDRAW -- A member or user shall have the right to withdraw from Huron Valley Community Network at any time for any reason, and shall receive a refund of dues, if any, prorated to the effective date of withdrawal. Such refund shall be mailed by check or made by other payment device or service to the last known mail or payment address of the member or user not more than 45 days after receipt of written notice of withdrawal signed by the member or user.

  • J. ANNUAL DUES - INCREASES - IN-KIND -- DELINQUENCIES
    1. DUES - INCREASES -- Annual Membership dues shall be determined by the Board of Directors. Unless authorized by a vote of the members, the Board may not increase any dues in an amount greater than 100% from the existing dues in any twelve-month period. Paid membership shall entitle the member to vote for all Directors of the corporation, and on all other matters allowed by the Articles of Incorporation, the bylaws, and the law.

    2. DELINQUENT MEMBERS -- At the discretion of the Board of Directors, a member ceases to remain in good standing if annual membership dues are delinquent for a period of two (2) months or more.

    3. IN-KIND GOODS OR SERVICES -- In-kind goods or services shall be accepted in lieu of membership dues, according to a schedule of equivalence established by the Board.

  • K. NON-MEMBER USERS AND VISITORS
    1. USERS AND VISITORS ELIGIBILITY -- any natural person shall be eligible to participate as a User or Visitor of Huron Valley Community Network as follows:

    2. REGISTERED USERS -- Registered Users of the network may use the basic services offered, and after payment of the applicable fees, if any, shall be eligible for value-added services, if offered by the corporation or other provider on the network.

    3. VISITORS -- Unregistered users will have read-only access to the network.

• IV. FIRST MEMBERS AND FIRST MEETINGS OF THE MEMBERSHIP
  • A. INITIAL MEMBERSHIP PERIOD - FIRST MEETING - FIRST BOARD - - As soon as practicable after the restated articles of incorporation establishing the corporation as Huron Valley Community Network are filed with the State of Michigan, the initial Board of Directors shall promptly issue a call for membership to the members of the Washtenaw County, Michigan community. The Board shall set policies to facilitate the gathering of paying members who will vote for the members of a Board of Directors to guide and administer the corporation for the ensuing year. The Board shall declare a period in which initial voting membership is open, a date certain when the rolls of membership shall be closed and certified, and a date certain when the first vote for the Board of Directors shall be taken. Notice of the first meeting shall be mailed seven (7) days in advance. The Board members elected at this first meeting shall serve, subject to these bylaws, until the first Annual Meeting of the corporation.

  • B. RE-OPENING OF MEMBERSHIP ROLLS -- After the first Board of Directors is elected, the Board of Directors shall re- open the membership rolls to the community. New members shall be enrolled on the books of the corporation until the date set by the Board of Directors for closing of the rolls before the first annual meeting of the corporation.

  • C. ANNUAL MEMBERSHIP MEETING -- A regular annual membership meeting shall be held annually in October of each year beginning with October of 1995. The meeting shall be held in Washtenaw County Michigan at such place as the Board of Directors shall determine. Notice of the meeting shall be directed to all members in good standing as of the close of the membership rolls. The membership rolls shall be closed not less than 30 nor more than 45 days before the scheduled annual meeting. At least fourteen (14) calendar days prior to such annual meeting, the Board of Directors shall cause notice of the meeting to be issued by posting a notice to the electronic mail addresses of the members, or, in the discretion of the Board of Directors by first class mail or any other method permissible under the Michigan Non-Profit Corporation Act.

  • D. SPECIAL MEETINGS -- Special meetings of the membership may be called at the request of three directors, the President with the concurrence of the Chair of the Board of Directors, any three officers recognized and authorized in these Bylaws, or by fifteen (15%) percent of the voting members in good standing but not more than twenty-five members in any case. Notices of such meetings as well as the purpose shall be sent by posting a notice to the electronic mail addresses of the members, or, in the discretion of the Board of Directors by first class mail or any other method permissible under the Michigan Non-Profit Corporation Act at least ten calendar days prior to the time of the meeting.

  • E. QUORUM -- A quorum at any meeting of the membership shall consist of at least fifteen members in good standing present at the meeting, except as provided in these bylaws for meetings to amend the bylaws or Articles of Incorporation.

• V. BOARD OF DIRECTORS
  • A. DUTIES AND POWERS -- The Board of Directors shall be the governing body of Huron Valley Community Network and all of its officers, committees, employees, and agents. It shall establish policies and rules for the operation of Huron Valley Community Network, and shall provide direction concerning financial and administrative operations, consistent with the bylaws.

  • B. MEMBERSHIP OF THE BOARD OF DIRECTORS
    1. NUMBERS OF MEMBERS AND LENGTH OF TERMS -- The Board shall consist of at least seven (7) but not more than eleven (11) voting members of the organization to be elected for three-year terms, except that the first election shall elect three directors for a term of three years, three directors for a term of two years, and one director for a term of one year. Successor directors shall thereafter be elected for three year terms. The elected members of the Board of Directors shall serve until the election and qualification of their successors.

    2. EXECUTIVE DIRECTOR AND STAFF -- The Board may employ an Executive Director, who shall manage the daily affairs of the corporation and shall serve at the will and pleasure of the Board. The Executive Director shall serve as a non-voting ex-officio member of the Board. Paid employees of Huron Valley Community Network may not serve as elected members of the Board.

    3. NOMINATING COMMITTEE -- The Nominating Committee shall have five (5) members appointed as follows: prior to the annual meeting, the Chair of the Board of Directors shall appoint not less than three (3) members to a Nominating Committee to consist of not less than five (5) voting members in good standing. The remaining two members of the Committee shall be chosen by members of the Board. The Nominating Committee shall designate the Chair of the Committee. This Committee shall propose as nominees at least twice the number of directors to be elected. Candidates for the Board to be elected by the membership shall be: i) voting members in good standing; and ii) willing to assume the duties and responsibilities of Board Membership if elected. The Nominating Committee shall present the list of nominees to the President and Secretary for ballot preparation no later than the 10th day of September of each year.

    4. PETITION CANDIDATES -- Nominees shall be added to the list of those nominees selected by the Committee upon submission of a written petition requesting such addition signed by at least ten percent (10%) (but not more than twenty nominating members shall be required) of the Members in good standing by the 10th day of September of any year.

    5. BALLOTING AND ELECTION -- Balloting may be done in person at the annual meeting or any meeting called for that purpose, or by electronic means, or by mail or by any other method permissible under the Michigan Non-Profit Corporation Act. Not later than twenty-one (21) days before the date of the annual meeting, the Board shall cause ballots with the list of nominees to be mailed to all voting members in good standing as of the annual close of the membership rolls. Only members in good standing may cast ballots. The Chair of the Board shall appoint a committee to count all ballots received and report election results at the annual meeting of the Board.

    6. ASSUMPTION OF OFFICE -- Newly elected members of the Board of Directors shall take office at the next regular Board of Directors meeting following the election.

  • C. REPLACEMENT OF BOARD MEMBERS
    1. ABSENCES -- Should any member of the Board of Directors miss three consecutive meetings without due cause, the Chair of the Board, or the President in absence of the Chair may declare the position vacated, and a successor shall be elected by a majority of the Board to fill the vacancy.

    2. RESIGNATIONS -- Should any member of the Board resign or otherwise terminate his or her membership on the Board, a successor shall be elected by a majority of the Board.

    3. TERM -- Replacement Directors shall serve the remainder of the term.

  • D. MEETINGS OF THE BOARD
    1. REGULAR MEETINGS -- Meetings of the Board shall be held at least once a month at a time and place to be designated by the Chair of the Board.

    2. SPECIAL MEETINGS -- Special meetings may be called at any time by the Chair, the President and Secretary, or two members of the Board.

    3. OPEN MEETINGS -- All meetings of the Board shall be open.

  • E. ORDER OF BUSINESS -- The order of business at any regular meeting of the Board shall be in accordance with the Agenda. Any Board member may place items on the Agenda.

  • F. SUBMISSION OF ITEMS FOR THE AGENDA -- The Secretary shall accept written requests for items to be placed on the Agenda of the Board of Directors up until 2 business days before the time of issuing notice of a particular meeting. The Secretary, in her or his sole discretion may accept, but is not obligated to accept, later requests for items to be placed on the Agenda. The Secretary may promulgate rules and regulations for placing items on the Agenda, consistent with these Bylaws, and may provide for electronic means, in her or his sole discretion, for submission of Agenda items.

  • G. AGENDA INCLUDED IN NOTICE OF MEETING -- The Agenda shall be included in any written notice of any meeting, and if notice is given by electronic mail, shall be a part of such electronic mail notice also.

  • H. QUORUM -- Four (4) voting members of the Board shall constitute a quorum for the transaction of business.

• VI. CHAIR OF THE BOARD - CHIEF EXECUTIVE OFFICER
  • A. EXECUTIVE AUTHORITY OF THE CORPORATION -- The executive authority of the corporation shall reside in, and be exercised by, the Chair of the Board of Directors who shall be designated "Chair of The Board of Directors and Chief Executive Officer".

  • B. PRESIDING OFFICER AT MEETINGS OF THE BOARD OF DIRECTORS - The Chair of the Board of Directors shall preside at all meetings of the Board of Directors of the corporation and shall administer the agenda for the meeting, rule on questions of procedure, and shall cast the deciding vote in the event of a tie on all matters before the Board.

  • C. PRESIDING OFFICER AT ANNUAL MEETINGS OF THE MEMBERS -- The Chair of the Board of Directors shall preside at the Annual Meetings of the voting members of the corporation.

  • D. PRESIDING OFFICER AT SPECIAL MEETINGS -- The Chair of the Board of Directors shall preside at all special meetings of the Board and all special meetings of the members. In the absence of the Chair of the Board of Directors, the Directors present at a special Board meeting, or the voting members present at a special members meeting shall elect a chair of the special meeting by majority vote.

  • E. ELECTION OF CHAIR OF THE BOARD OF DIRECTORS -- The Chair of the Board of Directors shall be elected by majority vote of the Directors and shall serve until the next Annual Meeting of the Directors following the Annual Meeting of the members, or until the Chair is removed, resigns, is unable or unwilling to carry out the duties of the office, or upon vote of four-fifths (80%) of all other directors.

• VII. OFFICERS
  • A. NUMBER OF OFFICERS AND PROVISIONS FOR ELECTION -- The officers of the Board of Directors shall be President, such Executive Vice Presidents and Vice Presidents as the Board may determine, a Secretary and a Treasurer. Nominations of officers shall be made by the Board Members. The Board shall then elect the President, Executive Vice Presidents, Vice Presidents, Secretary, and Treasurer by written secret ballot. Officers shall hold office for one year or until a successor is elected by the Board. Newly elected officers shall take office at the regular Board meeting following their election. Officers shall be elected, and may be removed, by majority vote of the Board of Directors.

  • B. QUALIFICATIONS, DUTIES, AND POWERS
    1. PRESIDENT -- The President shall carry out the duties assigned by the Chair of the Board of Directors or, the majority vote of the Board of Directors. The President shall, with the approval of the Chair, appoint chairpersons of committees and councils The President shall be an ex-officio member of all committees except the Nominating Committee, and shall, in the absence or unavailability of the Chair, be empowered, with the Secretary, to sign contracts and obligations after approval of the Board of Directors, and to perform other such duties as required by the Chair or the Board of Directors.

    2. THE EXECUTIVE VICE-PRESIDENT -- The Executive Vice- President shall act in the absence of the President and is charged with the duty of coordinating the activities of the Board and Committees.

    3. VICE PRESIDENTS -- Vice Presidents shall exercise such authority as shall be determined in written Board policies in accordance with the Articles and these Bylaws.

    4. SECRETARY -- The Secretary shall keep the minutes of all meetings, have charge of such records as the Board may direct, maintain a register of all members and their addresses and telephone numbers, and perform all duties incident to the office of Secretary.

    5. ASSISTANT SECRETARIES -- The Board shall, with the concurrence of the Secretary, appoint such Assistant Secretaries as it deems advisable. Assistant Secretaries shall operate at the direction of the Secretary.

    6. TREASURER -- The Treasurer shall prepare an annual budget for approval by the Board of Directors at the November Board meeting. During the Treasurer's term of office she or he will supervise the execution of the budget for the Board. The Treasurer shall keep the Board of Directors informed of the financial status of the organization, and make such recommendations as she or he deems necessary.

    7. ANNUAL INSPECTION OF BOOKS - FISCAL YEAR -- The Treasurer shall arrange for an annual inspection of the organization's books of account as of a date set by the Board of Directors. Such inspection shall be conducted by a committee of 5 members appointed by the Board of Directors with at least 3 non-board members. Such inspection shall be conducted in consultation with the corporation's certified public accountants. The inspection committee shall have a reasonable time to conduct such inspection and shall issue a written report with objections to the records, if any, and with suggestions and recommendations for future actions, if desirable in the opinion of the committee. The fiscal year shall be the calendar year unless otherwise determined by the board of directors. Formal audits shall not be required except when required by law.

    8. ASSISTANT TREASURERS -- The Board shall, with the concurrence of the Treasurer, appoint such Assistant Treasurers as it deems advisable. Assistant Treasurers shall operate at the direction of the Treasurer.

  • C. EXECUTIVE COMMITTEE
    1. COMPOSITION -- The Executive Committee shall be composed of the Chair of the Board, President, Executive Vice-President or Vice President, Secretary, Treasurer, and Executive Director.

    2. POWERS AND DUTIES -- The Executive Committee shall between all regular meetings of the Board of Directors, have all singular rights, powers, and duties of the Board of Directors, except the Executive Committee shall not:

       a. authorize an expenditure of organization funds in excess of $1,000;

       b. amend the Bylaws of the Organization, but shall have the power to recommend changes when appropriate;

       c. enter into any contracts or agreements with third parties relating to the property or affairs of the organization for a period of time more than one year;

       d. exercise any authority denied them by law;

    3. REPORTS -- The Executive Committee shall report to the Board of Directors its actions on any matters affecting the affairs of the organization at the next meeting of the Board of Directors.

    4. MINUTES -- Minutes of all Executive Committee meetings shall be written and maintained by the Secretary.

    5. CONTRACTS -- The Executive Committee shall review all contracts annually.

  • D. FINANCIAL RESPONSIBILITY -- Financial Responsibility for the affairs of the organization rests with the Executive Committee. All disbursements of more than a sum to be determined by the Board of Directors shall be made by checks duly signed by the Executive Director, if any, or any two of the following: the Chair of the Board, member of the Board, President, Secretary, Treasurer or Vice President. Provided the Board of Directors may authorize other requirements by majority vote at any meeting.

• VIII. COMMITTEES
  • A. APPOINTMENTS AND MEMBERSHIP -- The Chair of the Board, with the approval of the Board, may appoint from the organization membership and the Board of Directors, ad hoc committees to assist in special aspects of the organization's activities. Ad hoc committees shall serve until relieved by the Board, or for the same term as the Board officers. Committee members may succeed themselves as necessary to assure continuity in organization activities. The Vice-President or any other Executive Committee member may be an ex-officio member of a committee when specifically designated by the Chair of the Board.

  • B. STANDING COMMITTEES -- The Chair of the Board shall appoint, with the approval of the Board of Directors, standing committees for specific programs, such standing committees to continue in existence until dissolved by the Board.

  • C. ADVISORY COUNCIL -- The Chair of the Board shall appoint, with the approval of the Board of Directors, an Advisory Council consisting of no fewer than twelve persons reflecting the diversity of the community, to assist the Board in the formulation of policy. The Advisory Council shall continue in existence until dissolved by the Board of Directors.

  • D. DUTIES AND POWERS -- Standing committees shall meet at least once a month, and shall submit a written report monthly to the Board of Directors for their consideration. Committees may not expend organization funds without express prior approval of the Board of Directors. The functions and authority of a committee shall be designated in writing over the signature of the Chair of the Board.

• IX. INDEMNIFICATION
  • A. INDEMNIFICATION -- Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereafter, a "proceeding"), by reason of the fact that she or he, or a person of whom she or he is the legal representative, is or was a director or officer of the organization, or while a director of the organization is or was serving at the request of the organization as a director, officer, trustee, employee, or agent of another corporation, trust, or other incorporated or unincorporated enterprise, whether the basis of such proceeding is allege action or inaction in an official capacity as a director, officer, trustee, employee, or agent shall be indemnified and held harmless by the organization to the fullest extent authorized by Michigan law. All such persons shall be indemnified and held harmless by the organization against all expense, liability, and loss (including attorneys' fees, judgments, fines, taxes, or penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with he indemnified action or inaction, and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors, and administrators.

  • B. PAYMENT -- The right to indemnification conferred in these bylaws shall be a contract right and shall include the right to be paid by the organization the expenses incurred in defending any such proceeding in advance of its final disposition; provided however, that the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer of the organization in advance of the final disposition of a proceeding, shall be made only upon delivery tot he organization of an undertaking, by or on behalf of such director or officer or agent, to repay all amounts so advanced if it shall be ultimately determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The organization may, by action of its Board of Directors, provide indemnification and advance expenses to employees and agents of the organization and others permitted to be indemnified by Michigan law wit the same scope and effect as the foregoing indemnification and advancement of expenses of directors and officers.

  • C. DEFENSE AGAINST CLAIMS -- If a valid claim pursuant to the above provisions of the Article is not paid in full by the organization within ninety (90) days after a written claim has been received by the organization, the claimant may at any time thereafter bring suit against the organization to recover the unpaid amount of the claim, and, if successful in whole or in part the claimant shall be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, is required, has been tendered to the organization) that the claimant has not met the standards of conduct that make it permissible under Michigan law for the organization to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the organization. Neither the failure of the organization (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because she or he has met the applicable standard of conduct as provided by Michigan law, nor an actual determination by the organization (including its Board of Directors or independent legal counsel) that the claimant has not met such applicable standards of conduct, shall be a defense to the action or create an applicable standard of conduct.

  • D. NON-EXCLUSIVITY -- The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in these bylaws shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the common law, a provision of the Articles of Incorporation, bylaws, agreement, or disinterested directors, or otherwise.

  • E. INSURANCE -- The organization may maintain insurance, at its expense, or provide alternative financial arrangements including but not limited to providing a trust, letter of credit, or self-insurance to protect itself and any director, officer, trustee, employee, or agent of the organization or another venture, trust, or other incorporated enterprise against any such expense, liability, or loss, whether or not the organization would have the power to indemnify such person against such expense, liability, or loss under Michigan law.

• X. GENERAL
  • A. NON-PROFIT - TAX EXEMPT -- The organization may not engage in any activity of a commercial nature that would violate its status as a non-profit organization as defined by existing laws, nor shall the corporation engage in any activity that is in contravention of the requirements of Internal Revenue Code §501(c)(3) and applicable rules and regulations which would cause the corporation to lose its status as tax exempt under such provisions of the law. The organization may not engage in any partisan political activity.

  • B. LIMITATIONS OF DEBATE -- Every member of the organization shall be entitled to speak at membership meetings on any subject brought before the organization for consideration. Every member of the Board of Directors shall be entitled to speak at any Board of Directors meeting on any subject brought before the Board of Directors. The Chair of any meeting shall, at her or his sole discretion, have the power to limit debates.

  • C. CONDUCT OF MEETINGS -- Meetings shall be conducted according to Robert's Rules of Order. The Board of Directors shall determine the published edition of Robert's Rules of Order which shall be the authoritative source for meeting rules.

  • D. NONDISCRIMINATION -- The organization shall not discriminate in employment, membership, or registered use against any person on the basis of race, color, gender, religion, creed, age, disability, favorite food, national origin, or sexual preference.

• XI. DISSOLUTION
  • A. NON-PROFIT -- This organization is an educational and information corporation not operated, and not to be operated, for profit. It is organized exclusively for educational and informational purposes, and its property is to be used exclusively for carrying out such purposes. The corporation may not engage in any activity that is in contravention of the requirements of Internal Revenue Code §501(c)(3) and applicable rules and regulations which would cause the corporation to lose its status as tax exempt under such provisions of the law. No officer, member, or employee of the organization shall receive or may be lawfully entitled to receive any pecuniary profit from the operation of the organization except for reasonable compensation for serving in effecting its purpose.

  • B. DISTRIBUTION OF ASSETS -- Upon dissolution or other termination of the organization, no part of the property of the corporation, or any of the proceeds thereof, shall be distributed to, or inure to the benefit of, any of the members of the organization, but shall be distributed first in payment of all liability of the organization, and then to another non-profit education or information organization in accordance with the Articles of Incorporation, whose objectives are deemed by the Board of Directors to be harmonious with the organization and objectives of Huron Valley Community Network.

• XII. AMENDMENTS
  • A. VOTE -- Any portion of these bylaws may be amended by a two-thirds (2/3rds) vote of the Board of Directors, or by a two-thirds (2/3rds) vote of the voting members who cast ballots, provided that at least two-thirds (2/3rds) of the average number of voting members present at the last two annual meetings, or fifteen (15) voting members, whichever is greater are present and qualified to vote.

  • B. NOTICE OF MEETING TO AMEND BYLAWS -- In all cases, notice of intent to amend these bylaws shall be given to the membership at least fourteen (14) calendar days in advance of the meeting before any vote to amend may be taken. Such notice shall be by electronic means and/or by first class mail. Members in actual attendance may give a written waiver of such notice at the meeting.

  • C. AMENDMENT OF ARTICLES OF INCORPORATION -- The articles of Incorporation may not be amended except by two-thirds (2/3rds) vote of the members. Meetings to amend the articles and notice of such meetings shall be conducted and given in the same manner as a meeting to amend the bylaws, except that notice shall be given not less than thirty (30) days in advance, and provided further that at least two-thirds (2/3rds) of the average number of voting members present at the last two annual meetings, or forty-five (45) voting members, whichever is greater are present and qualified to vote.

  • D. NOTIFICATION - INTERNAL REVENUE SERVICE -- Any amendment to these bylaws or the Articles of Incorporation shall be filed as required with the Internal Revenue Service, as the law and regulations may require, in order to maintain tax-exempt status of the corporation under §501(c)(3) of the Internal Revenue Code.