ARTICLE I. Name

The name of the Corporation is the Metropolitan Austin Interactive Network (MAIN).

 

ARTICLE II. Purpose

A. To establish, operate and maintain a computer network providing educational and public service information to the Austin area community.

B. To promote 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.

C. To make available certain services for interactive communication among persons accessing the network, as set out in these Bylaws.

D. 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.

E. To receive, maintain, and accept, as assets of the Corporation, any property, whether real, personal, or mixed, by way of gift, bequest, devise, grant, or purchase, from any person, firm, trust, or corporation, 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 Section 501(c)(3) of the Internal Revenue Code as now in force or as may be amended by other statute or regulation.

 

ARTICLE III. Members and Users

A. Members

1. Eligibility -- Any person, firm, corporation, partnership, foundation, or association shall be eligible for membership in MAIN upon payment of the appropriate dues.
2. Acceptance -- Acceptance of membership shall require signature upon a membership application and payment of dues as specified in the application. The Board of Directors shall reserve the right to refuse or cancel membership to any person, firm, corporation, partnership, foundation, or association when the Board determines that such membership 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 policies and procedures as the Board may establish.
3. Dues -- 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 on the policies and activities of MAIN. 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. In-kind goods or services shall be accepted in lieu of membership dues, according to a schedule of equivalence established by the Board.

B. Users and Visitors -- Any natural person shall be eligible to participate as a User or Visitor of MAIN as follows:

1. Registered Users -- Registered Users of the network may use the basic services offered and, after payment of the applicable fees, shall be eligible for value-added services. Registered Users may also vote for a single dedicated place for Director on the Board of Directors.
2. Visitors -- Unregistered users will have read-only access to the network.

ARTICLE IV. Meetings of the Membership

A. Annual Membership Meeting -- A membership meeting shall be held annually in May as soon as possible after the annual election of the Board of Directors, at a date and place to be specified by the Board of Directors. Notice of the meeting shall be directed to all members in good standing at least fourteen (14) days prior to such meeting, by mail or any other method permissible under the Texas Non-Profit Corporation Act. No proxy votes shall be allowed.

B. Special Meetings -- Special meetings of the membership may be called at the request of the President or three directors, or by twenty-five per cent (25%) of the voting members in good standing. Notices of such meetings as well as the purpose shall be sent by mail or any other method permissible under the Texas Non-Profit Corporation Act at least five (5) days prior to the time of the meeting.

C. Quorum -- A quorum at any meeting of the membership shall consist of the members present at the meeting plus at least four voting members of the Board of Directors.

 

ARTICLE V. Board of Directors

A. Duties and Powers -- The Board of Directors shall be the governing body of MAIN and all of its committees, employees, and agents. It shall establish policies and rules for the operation of MAIN, 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 voting members of the organization to be elected for three-year terms, except as set out below. Six of the Directors shall be elected by the members in good standing, and one Director shall be elected by the registered users. The elected members of the Board of Directors shall serve until the election and qualification of their successors. Of the six initial Directors elected by the membership, three shall be elected for terms of three years each, two to terms of two years each, and one to a term of one year. The initial Director elected by the users shall be elected to a term of one year. In the event that there are no registered users at the time of the election, this director shall be elected by the membership. At the end of the one-year term, an election shall be held for those two Directors' positions. At the end of the two-year term, an election shall be held for those two Directors' positions. At the end of the three-year term, an election shall be held for those three Directors' positions. The successors shall be elected for three- year terms, and the terms shall thereafter remain three years in length for each Director. This will create staggered terms so that either two or three Directors will be elected in a given year.
2. Executive Director and Staff -- The Board shall 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 MAIN may not serve as elected members of the Board.
3. Nominating Process -- Nominations for the Board may be made in three ways: nominations for one seat by the users, and nominations for six seats by a Nominating Committee or by petition.

   a. Nominating Committee -- Prior to the annual meeting, the President shall appoint a Nominating Committee to consist of not less than three voting members in good standing and shall designate the Chair of the Committee. The remaining two members of the Committee shall be chosen by members of the Board. The President shall not join in the selection of the remaining two members of the Committee. This Committee shall propose as nominees at least twice the number of directors to be elected. The Nominating Committee should endeavor to choose candidates who reflect the diversity of the membership. 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 for ballot preparation no later than March 1 of each year.

   b. Petition Candidates -- Nominees shall be added to the list of those nominees selected by the Committee upon submission of a petition requesting such addition signed by at least ten per cent (10%) of the Members in good standing by April 1.

   c. Users Seat -- Registered users who wish to be on the ballot for the users seat must submit their names to the President by March 1.

4. Balloting and Election -- Balloting shall be done by mail or by any other method permissible under the Texas Non-Profit Corporation Act. Not later than fifteen (15) days before the date of the annual meeting, the President shall send ballots with the list of nominees to all voting members in good standing and registered users. Only members in good standing may cast ballots for the six membership seats. Only registered users may cast ballots for the one seat to be elected by users. The President shall appoint a committee to count all ballots received and report election results at the annual meeting of the Board.
5. Assumption of Office -- Newly elected members of the Board of Directors shall take office at the next regular Board of Directors meeting following their election.

C. Replacement of Board Members

1. Absences -- Should any member of the Board of Directors miss three consecutive meetings without due cause, the President 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 President.

2. Special Meetings -- Special meetings may be called at any time by the President 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. Quorum -- Four (4) voting members of the Board shall constitute a quorum for the transaction of business.

 

ARTICLE VI. Officers

A. Number of Officers and Provisions for Election -- The officers of the Board of Directors shall be President, Vice- President, Secretary, and Treasurer. Nominations of officers shall be made by the incoming Board members. The Board shall then elect the President, Vice-President, Secretary, and Treasurer by 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.

B. Eligibility -- Nominees for the offices of President, Vice-President, Secretary, and Treasurer must be duly elected or appointed voting members of the Board of Directors.

C. Qualifications, Duties, and Powers

1. President -- The President shall preside at all meetings. The President shall, subject to approval of the majority of the Board, appoint chairpersons of committees and councils, and committee and council members as required. The President shall be an ex officio member of all committees except the Nominating Committee, and shall 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.
2. Vice-President -- The 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. 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 the Secretary.
4. 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 he or she 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 he or she deems necessary. The Treasurer shall arrange for an annual audit of the organization's books of account. The fiscal year shall be the calendar year.

D. Executive Committee

1. Composition -- The Executive Committee shall be composed of the President, 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 action 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.

E. 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 and countersigned by the Treasurer, President, or Vice-President.

 

ARTICLE VII. Committees

A. Appointments and Membership -- The President, 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 organization 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 President.

B. Standing Committees -- The President 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 Board action.

C. Advisory Council -- The President shall appoint, with the approval of the Board of Directors, an Advisory Council consisting of no fewer than twelve (12) 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 Board action.

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

 

ARTICLE VIII. 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 (hereinafter, a "proceeding"), by reason of the fact that he or she, or a person of whom he or she 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 alleged 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 the Texas Non-Profit Corporation Act as the same exists or may hereafter be amended. 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 the 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 this Article 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 to the organization of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be 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 the Texas Non-Profit Corporation Act with 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 the Texas Non-Profit Corporation Act 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 he or she has met the applicable standard of conduct set forth in the Texas Non-Profit Corporation Act, nor an actual determination by the organization (including its Board of Directors or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the 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 this Article 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 organization's 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 the Texas Non- Profit Corporation Act.

 

ARTICLE IX. General

A. Non-Profit -- The organization may not engage in any activity of a commercial nature that would violate its status as a non-profit organization as defined in existing laws. 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. The Chairperson of any meeting shall, at his or her sole discretion, have the power to limit debates.

C. Conduct of Meetings -- Meetings shall be conducted according to Robert's Rules of Order.

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, or sexual preference.

 

ARTICLE X. 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. No officer, member, or employee of the organization shall receive or may be lawfully entitled to receive any pecuniary profit from the operation of this 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 informational organization whose objectives are deemed by the Board of Directors to be harmonious with the organization and objectives of MAIN.

 

ARTICLE XI. Amendments

A. Vote -- Any portion of these Bylaws may be amended by a majority of the Board of Directors and a majority of the voting members of the organization who cast ballots.

B. Notification -- Any amendment to these Bylaws requires that an amended copy be filed with the Texas Secretary of State and with the U.S. Internal Revenue Service to assure continued qualification of the organization as a bona-fide non-profit organization for tax purposes.

MAIN, A Texas Non-Profit Corporation

By: signed by Susan K. Soy 3-02-94

President Date

Attest:

By: signed by Drew Racine 3-2-94

Secretary Date