Bylaws of Cyberspace Communications, Inc. (Grex)

Jun 15 14:00 UTC 2007

 Cyberspace Communications / Grex Bylaws

      PREAMBLE
 
  It is the objective of this organization to provided an
  open-access computer conferencing system for the education,
  intellectual enrichment, and entertainment of its users through
  the peaceable interchange of information and ideas.  To this end,
  we establish these bylaws for the governance of the
  organization.
 
 
      ARTICLE 1:  NAME
 
  This organization shall be known as "Cyberspace Communications".
  The computer conferencing system provided by the organization is
  known as "Grex".
 
 
      ARTICLE 2:  MEMBERSHIP

  a.  Any individual or institution supporting the goals and objectives of
      this organization as enumerated in the Preamble, and who agrees to
      abide by these bylaws and pay dues, is eligible for membership.
 
  b.  To be eligible to vote, an individual must be a current member and
      have paid a minimum of three months dues.

  c.  Institutional members are never eligible to vote.
 
 
      ARTICLE 3:  BOARD OF DIRECTORS
 
  a.  The Board of Directors (BOD) shall consist of seven individual
      members of Grex, and shall include a chairperson, a secretary,
      and a treasurer.
 
  b.  The BOD shall maintain an awareness of and discuss issues
      relevant to Grex's status and (excepting issues whose
      discussion might compromise system security) shall keep the
      users informed of these issues.
 
  c.  The BOD shall make decisions related to system maintenance,
      staff responsibilities and appointments, and issues related
      to daily business.

  d. The BOD shall hold face-to-face meetings on a regular,
     bimonthly basis, and in addition may hold special meetings if
     necessary.  A quorum consists of five BOD members.  A board
     member will be considered to be in attendance at a meeting if he
     or she is physically present at the location of the meeting, or
     if he or she can, via a telephone or other electronic system,
     hear and be heard by all the other attendees.

  e.  The time, place, and agenda of each BOD meeting shall be
      publicized one week in advance of the meeting, or as soon
      thereafter as feasible.  Meetings shall normally be open to
      all users of Grex, except that portions of meetings dealing
      with sensitive system security or personnel issues may be
      held in closed executive session.
 
  f.  The chairperson is responsible for calling BOD meetings and
      organizing the agenda.  For the purposes of incorporation
      papers, the chairperson shall also be known as the
      president.
 
  g.  The secretary shall take minutes at all BOD meetings and
      make them available to the users of Grex in a timely fashion,
      shall maintain an up-to-date list of all officers, members,
      and staff, and shall handle routine correspondence.
 
  h.  The treasurer shall collect all dues and other monies and
      deposit them in the organization's checking account, shall
      pay all bills by check, shall keep records of all trans-
      actions, and shall publicly post a monthly financial report.
 
  i.  The BOD may establish committees as they deem necessary.
 
 
      ARTICLE 4:  ELECTIONS AND TERMS OF OFFICE
 
  a.  BOD members shall be elected to two-year terms, that begin
      on January 1 of each year.  Terms of office shall be
      staggered, with 4 board positions being filled beginning in
      even-numbered years and 3 in odd-numbered years.
 
  b.  Upon serving two consecutive terms on the BOD, a person must
      vacate the BOD for one year before being eligible to serve
      again.
 
  c.  If an office is vacated before expiration of its term, an
      election to fill the vacancy shall take place within three
      months.  A partial term so created of six months or less will
      not count toward the two-consecutive-term limitation.

  d.  Nominations for the BOD will be submitted by November 15th.
      Any person may submit nominations.  All nominees must be 
      individual Grex members as of the start of the voting period.
      Board elections will be held between the 1st and 15th of December.
      The required number of candidates receiving the largest number of
      votes are seated on the board commencing January 1st.

  e.  A BOD member shall be removed from office if they resign,
      not be available for meetings or respond to BOD
      communications for a period of four months, or be voted out
      of office by a vote of the membership, with 3/4 of the
      ballots cast in favor of removal.

  
      ARTICLE 5:  VOTING PROCEDURES
 
  a.  Any member of Grex may make a motion by entering it as the
      text of a discussion item in a computer conference on Grex
      designated for this purpose.  The item is then used for
      discussion of the motion.  All Grex users may participate in
      the discussion.  No action on the motion is taken for two
      weeks.  At the end of two weeks, the author may then submit a
      final version for a vote by the membership.  The vote is
      conducted on-line over a period of ten days.

  b.  A motion will be considered to have passed if more
      votes were cast in favor than against, except as provided
      for bylaw amendments.

  c.  For voting purposes, a day will run midnight to midnight.  In
      the event of continuous system downtime of 24 hours or more,
      the voting period will be adjusted to compensate.
 
 
      ARTICLE 6:  DUES
 
  a.  Membership dues are $60 per year or $6 per month.
 
  b.  The fiscal year shall begin on January 1 of each year.  The
      incumbent treasurer shall close the books prior to this
      date.
 
  c.  The BOD shall be responsible for keeping the membership
      informed as to Grex's financial status.  Should circumstances
      warrant a change in membership dues, the membership will be
      notified and the issue discussed and put to a vote according
      to the procedures of Article 5.
 
  d.  Dues paid to cover a membership of two years or less will
      not be affected by an increase in dues.
 
 
      ARTICLE 7:  AMENDMENTS TO THE BYLAWS

  Amendments to these bylaws may be proposed and voted upon at any
  time according to the procedures of Article 5a. In order for a
  proposed amendment to take effect, a 3/4 majority voting in favor
  of the change is required.
 
  
      ARTICLE 8:  DISSOLVEMENT
 
  In the event the membership is unable to support Cyberspace
  Communications, all property belonging to the club shall be
  sold.  The remaining cash assets, after paying final bills, shall
  be donated to a charitable organization, as determined by the
  BOD.  All elected officers shall then be released from their
  obligations and the corporation dissolved.
 
 
      ADDENDUM
 
  It is understood that it may not be feasible to hold the first
  election for the Board of Directors by the dates specified in
  Article 5.  An election for the initial Board of Directors shall
  be held within 90 days of the adoption of these bylaws.  All
  seven BOD positions will be filled in this election, with the
  four candidates receiving the most votes having two-year terms
  and the next three candidates one-year terms.
 
        +++++++++++++++++++++++++++++++++++++++++++++++++


History of Amendments:  

January 12, 1995:  Articles 4d, 4e, 5b, and 7  (eliminating quorum
                   criteria)

February 1, 1997:  Article 4d (membership status re: Board of
                   Director candidacy and nominators)

July 20, 1997:     Articles 2a, 2b, 2c, 3a, and 4d (membership
                   status for organizations)

Sept. 29, 2002:    Article 3d  (board member attendance at
                   BOD meetings)