GREENBELT INTERNET ACCESS COOPERATIVE, LTD.
As used herein, the following terms shall be defined as follows: Greenbelt Internet Access Cooperative, Ltd. may sometimes be referred to as the "Cooperative" or "Corporation"; the Board of Directors of the Greenbelt Internet Access Cooperative, Ltd. may sometimes be referred to as the "Board" or the "Directors"; an individual member of the Board of Directors may sometimes be referred to as a "Director."
The principal office of the Cooperative in the State of Maryland shall be located in the City of Greenbelt, Prince George's County.
The Cooperative may have such other offices, either within or without the State of incorporation as the Board of Directors may designate or as the business of the Cooperative may from time to time require.
1. Conditions of Membership.
Membership shall be open to any person, firm or organization who abides by the membership agreement and pays the dues and fees as established by the Board of Directors.
Such membership agreement as established by the Board of Directors shall be uniform in its application to all members.
No services shall be provided by the Cooperative to nonmembers except as provided for by the Board of Directors.
Payment of such dues and fees is a condition precedent to membership in the Cooperative.
The Board or the Membership Committee may suspend, without prior notice, a member's service for interference, if such suspension, is in the opinion of the Board or Membership Committee necessary to protect the integrity of the service provided by the Cooperative; however, a member shall be given notice of such suspension for interference as soon as reasonably possible after such suspension and the suspended member's service shall be reinstated within 24 hours after the interference is eliminated and the Membership Committee approves such reactivation.
A reactivation fee may apply as set by the Board.
The Board, upon unanimous approval, may suspend a member after 30 days' notice for failure to pay member's dues and/or fees or comply with the membership agreement.
If suspended, the member may be reinstated, after having corrected the condition of non-payment or non-compliance, upon unanimous approval of the Board.
2. Annual Meeting.
The annual meeting of the members shall be held in June in each year, beginning with the year 1997, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.
The date and time shall be set by the Board of Directors no later than the April monthly board meeting of that year.
3. Special Meetings.
Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Directors, and shall be called by the President at the request of not less than the lesser of 5% of the members or 50 members.
4. Place of Meeting.
The Directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the Directors.
A waiver of notice signed by all Directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place for holding such meeting.
If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Cooperative.
5. Notice of Meeting.
Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than forty days before the date of the meeting, either personally, by electronic mail transmission, or by postal mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting.
If postal mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at her/his address as it appears on the books of the Cooperative, with postage thereon prepaid.
6. Closing of Transfer Books or Fixing Cooperative Record Date.
For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other purpose, the Directors of the Cooperative may provide that the membership books shall be closed for a stated period but not to exceed, in any case, ten days.
If the membership books shall be closed for the purpose of determining members entitled to notice of or to vote at a meeting of members, such books shall be closed for at least ten days immediately preceding such meeting.
In lieu of closing the membership books, the Directors may fix in advance a date as the record date for any such determination of members, such date in any case to be not more than ten days and, in case of a meeting of members, not less than ten days prior to the date on which the particular action requiring such determination of members is to be taken.
If the membership books are not closed and no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is transmitted, shall be the record date for such determination of members.
When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof.
7. Voting Lists.
The officer or agent having charge of the membership books of the Cooperative shall make, at least ten days before each meeting of members, a complete list of the members entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of each, which list, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the Cooperative and shall be subject to inspection by any member at any time during usual business hours.
Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting.
The original membership books shall be prima facie evidence as to who are the members entitled to examine such list or vote at the meeting of members.
At any meeting of members five percent of the members or fifty members present in person, whichever is less, shall constitute a quorum.
If less than said number of members are represented at a meeting, a majority of the members so present may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
No voting by proxy is allowed.
Each member entitled to vote in accordance with the terms and provisions of the articles of incorporation and these bylaws shall be entitled to one vote (regardless of the level of service to which the member subscribes), in person.
Upon the demand of any member, the vote for Directors and upon any question before the meeting shall be by ballot. All elections for Directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the articles of incorporation or the laws of this State.
A member whose dues and fees are not paid 60 days from due date forfeits all rights and cannot vote and shall not be considered in determining the number of members.
11. Informal Action by Members.
Unless otherwise provided by law, any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
12. Property Rights.
The members shall not have any property rights in the Cooperative except as provided for in the articles of incorporation.
Board of Directors
1. General Powers.
The business and affairs of the Cooperative shall be managed by its Board of Directors.
The Directors shall in all cases act as a Board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Cooperative, as they may deem proper, not inconsistent with these bylaws and the laws of this State.
2. Number, Tenure and Qualifications.
The number of Directors of the Cooperative shall be nine.
Four Directors shall be elected in each even-numbered year; five, in each odd-numbered year.
Each Director shall hold office until the second annual meeting of members after her/his election and until her/his successor shall have been elected and qualified.
Directors must be members.
Directors will be expected to attend regular and special Board meetings and to become personally involved in the affairs of the Cooperative.
Directors must maintain a working electronic mail capability and be prepared to monitor and respond in timely fashion to inquiries and discussions among principals of the Cooperative to support day-to-day operations and decision-making.
During her/his term, each Director will be expected to pursue one or more projects of personal interest, subject to approval by the Board, designed to support, enhance or expand the educational mission, or to substantially assist with the ongoing administrative or technical operations, of the Cooperative.
3. Regular Meetings.
A regular meeting of the Directors shall be held without other notice than this bylaw, immediately after, and at the same place as, the annual meeting of members.
The Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
4. Special Meetings.
Special meetings of the Directors may be called by or at the request of the President or any two Directors.
The person or persons authorized to call special meetings of the Directors may fix the place for holding any special meeting of the Directors called by them.
Notice of any special meeting shall be given at least five days previously thereto by written notice delivered personally, by electronic mail transmission, by telegram or by postal mail to each Director at her/his business address.
If postal mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.
The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
At any meeting of the Directors a majority shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
7. Manner of Acting.
The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors, except a majority of the Board is necessary for the execution and delivery of mortgages or deeds of trust upon, or the pledging of or encumbering of any or all or the property, assets, licenses, franchises, and permits or other things of value of the Cooperative, whether acquired or to be acquired and wherever situated, as well as any revenues and incomes therefrom, all upon such terms and conditions as such Board determines, to secure any indebtedness of the Cooperative.
An act of all of the Directors voting by teleconference or electronic mail shall be the act of the Directors.
Such vote shall be recorded in the minutes of the next regular or special meeting.
Any dissent in such vote shall defer the matter to the next regular or special meeting.
8. Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason except the removal of Directors may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists.
Vacancies occurring by reason of the removal of Directors shall be filled by vote of the members. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of her/his predecessor.
9. Removal of Directors.
Any or all of the Directors may be removed by vote of two-thirds of the members.
A Director may resign at any time by giving written or electronic mail notice to all the Board members of the Cooperative.
Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board, and the acceptance of the resignation shall not be necessary to make it effective.
No compensation shall be paid to Directors, as such, for their services, but by resolution of the Board a fixed sum and expenses for actual attendance at each regular or special meeting of the Board may be authorized.
Nothing herein contained shall be construed to preclude any Director from serving the Cooperative in any other capacity and receiving compensation therefor.
12. Presumption of Assent.
A Director of the Cooperative who is present at the meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless her/his dissent shall be entered in the minutes of the meeting or unless s/he shall file her/his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Cooperative immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such action.
13. Executive and Other Committees.
(a) The Directors shall at the annual meeting appoint a Membership Committee of no less than three members, chaired by the System Administrator.
All membership initial service connections and service connection changes shall be subject to approval by the Membership Committee.
The Membership Committee shall have authority, with approval by the Board, to suspend service to any member whose service connection or usage thereof adversely interferes with the service of other members of the Cooperative or users of the Internet.
A member's service may be reinstated if so approved, after review, by the Membership Committee.
(b) The Directors shall by the end of each fiscal year appoint an Audit Committee of no less than three members, chaired by the Vice President.
The Audit Committee shall audit the financial and membership records of the Cooperative for the fiscal year ending, as kept by the officers of the Cooperative, and prepare a written report on the audit for presentation, within 90 days of the close of operations for the fiscal year, to the Board.
Required components of the audit report shall be defined from time to time by the Board.
(c) The Board, by resolution, may designate from among its members an Executive Committee of no less than three members.
The Executive Committee shall serve at the pleasure of the Board.
(d) The Board, by resolution, may designate from among its members and/or the members of the Cooperative other committees, each consisting of no less than three members.
Each such committee shall serve at the pleasure of the Board.
14. Annual Report.
The Board shall prepare, within 120 days of the close of operations for each fiscal year, a report of its conditions.
Required components of this report shall be defined from time to time by the Board and shall include, at a minimum and as required by statute:
(a) The names, addresses, occupations, and date of expiration of the terms of the Directors and officers of the Cooperative;
(b) The total number of members and the amount of membership equity received or allocated;
(c) The annual receipts, annual expenditures, assets, and liabilities of the Cooperative; and
(d) The Audit Committee report.
A copy of the annual report shall be kept on file at the principal office of the Cooperative, presented at each annual meeting of the members of the Cooperative, and made available for inspection thereafter, upon request, by members of the Cooperative.
The Board shall be responsible for filing, as required by statute, the annual report in the office of the secretary of state.
The officers of the Cooperative shall be a President, a Vice President, a Secretary and a Treasurer.
The President and Vice President shall be Directors and elected by the Directors.
The Secretary and Treasurer may be Directors or members of the Cooperative and shall be elected by the Directors.
Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Directors.
The offices of Secretary and Treasurer may be combined by the Board and designate the combined office as Secretary-Treasurer, or the Board may unite both functions and titles in one person.
2. Election and Term of Office.
The officers of the Cooperative to be elected by the Directors shall be elected annually at the first meeting of the Directors held after each annual meeting of the members.
Each officer shall hold office until her/his successor shall have been duly elected and qualified or until her/his death or until s/he shall resign or shall have been removed in the manner hereinafter provided.
Any officer elected or appointed by the Directors may be removed by the Directors whenever in their judgment the best interests of the Cooperative would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Directors for the unexpired portion of the term.
The President shall be the principal executive officer of the Cooperative and, subject to the control of the Directors, shall in general supervise and control all of the business and affairs of the Cooperative.
S/he shall, when present, preside at all meetings of the members and of the Directors.
S/he may sign, with the Secretary or any other proper officer of the Cooperative thereunto authorized by the Directors, certificates membership of the Cooperative, any deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Directors or by these bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Directors from time to time.
6. Vice President.
In the absence of the President or in the event of her/his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
The Vice President shall perform such other duties as from time to time may be assigned to her/him by the President or the Directors.
The Secretary shall keep the minutes of the members' and of the Directors' meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws or as required, be custodian of records of the Cooperative and of the seal of the Cooperative and keep a register of the post office address of each member which shall be furnished to the Secretary by such member, have general charge of the certificate of membership books of the Cooperative and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to her/him by the President or by the Directors.
If required by the Directors, the Treasurer shall give a bond for the faithful discharge of her/his duties in such sum and with such surety or sureties as the Directors shall determine.
The bond premium shall be paid by the Cooperative.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Cooperative; receive and give receipts for moneys due and payable to the Cooperative from any source whatsoever, and deposit all such moneys in the name of the Cooperative in such banks, trust companies or other depositories as shall be selected in accordance with these bylaws and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to her/him by the President or by the Directors.
Contracts, Loans, Checks and Deposits
The Directors, after approval as above set forth, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Cooperative, and such authority may be general or confined to specific instances.
No loans shall be contracted on behalf of the Cooperative and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Directors.
Such authority may be general or confined to specific instances.
3. Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Cooperative, shall be signed by such officer or officers, agent or agents of the Cooperative and in such manner as shall from time to time be determined by resolution of the Directors.
All funds of the Cooperative not otherwise employed shall be deposited from time to time to the credit of the Cooperative in such banks, trust companies or other depositories as the Directors may select.
Certificates for Shares and Their Transfer
Upon receipt and approval of an application for membership in the Cooperative, the Secretary shall enter upon the membership book the name and address of the newly subscribed member.
Upon notice of a request for transfer of a membership and the submission and approval of the transferee, the Secretary shall make such entries upon the membership book as shall be necessary to transfer the membership.
The Board may establish a fee for transfer of membership.
Transfer of membership shall only be as allowed by the membership agreement, and as approved by both the Board and the Membership Committee.
The fiscal year of the Cooperative shall begin on the first day of January in each year.
The Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Cooperative, the State of incorporation, and the words, "Cooperative Association Seal".
Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be given to any member or Director of the Cooperative under the provisions of these bylaws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notices whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a vote of a majority of all the members, at any annual members' meeting or at any special members' meeting when the proposed amendment has been set out in the notice of such meeting.
Voting by electronic ballot or postal mail is allowed if approved by the Directors.
2. Alternative Meetings.
The Board may meet by telephone conference or electronically if approved by the Board.
3. Alternative Notice.
The Cooperative may give any notice required herein by electronic mail and such notice shall be considered delivered when submitted for electronic mail delivery to the electronic mail address of the member which is on record with the Cooperative.
It shall be the responsibility of the member to furnish the member's current electronic mail address to the Cooperative.
In addition, the Cooperative shall post notice on its "home page" on the Internet.