Bylaws of Cyberspace Communication Inc.

Nov 24 17:24 UTC 1996

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                 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.  Anyone 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, a person must be a current member and
        have paid a minimum of three months dues.


        ARTICLE 3:  BOARD OF DIRECTORS

    a.  The Board of Directors (BOD) shall consist of seven 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.

    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 reponsible 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 will be submitted by November 15th and elections
        held between the 1st and 15th of December for terms to
        commence January 1st.  The nominees receiving the most
        votes will be appointed to the BOD.

    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
        or 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.

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  History of Amendments:

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