Bylaws of the Global Net Academy
Draft as of 1993 November 16
Article I. Purpose
Section 1. Nonprofit IRC Section 501(c)(3) purpose
This corporation is organized exclusively for one or more of the
purposes as specified in Section 501(c)(3) of the Internal Revenue
Code of the United States of America, including for such purposes, the
making of distributions to organizations that qualify as exempt
organizations under Section 501(c)(3) of the Internal Revenue Code.
Section 2. Specific Purpose
The specific purpose of this corporation shall be to advance education
and scholarship, especially by developing and promoting new
technologies.
Section 3. Affilation
This corporation shall be affilated with the Usenet University
Initiative.
Article II. Offices
Section 1. Principal Office
The principal office of the corporation shall be located in Travis
County, State of Texas, the United States of America.
Section 2. Change of Address
The county or state of the corporation's principal office may be
changed by amendment of these Bylaws. The Board of Directors may by
resolution change the location of the corporation's principal office
within a county.
Section 3. Other Offices
The corporation may also have offices at such other places, within and
without its state of incorporation, where it is qualified to do
business, as its business and activities may require, and as the Board
of Directors may designate.
Article III. Directors
Section 1. Number
The corporation shall have five (5) directors and collectively they
shall be known as the Board of Directors.
Section 2. Qualifications
Directors shall be of the age of majority in the state of Texas.
Section 3. Powers
Subject to the laws of the state of Texas, corporate activities and
affairs shall be conducted and all corporate powers shall be exercised
by or under the direction of the Board of Directors.
Section 4. Duties
The directors shall:
- appoint and remove, employ and discharge, and except as otherwise
provided in these Bylaws, prescribe the duties and fix the
compensation, if any, of all officers, agents, and employees of the
corporation;
- supervise all officers, agents and employees of the corporation;
- meet at such times and places as required by these Bylaws;
- register their addresses, both mail and electronic, with the Secretary
of the corporation, and notices of meetings mailed, telegraphed, or
electronically delivered to them at such addresses shall be valid notices.
Section 5. Term of Office
Each director shall take office on July 1 and hold office until the
next July 1 and until his or her successor is elected and qualifies.
Section 6. Compensation
Directors shall serve without compensation except that a reasonable
fee may be paid to directors for attending meetings of the board. In
addition, they may be allowed reasonable advancement or reimbursement
of expenses incurred in performing their duties.
Section 7. Place of Meetings
Meetings shall be held either at the principal office of the
corporation or over electronic networks, or at such other place as may
be designated by the Board of Directors.
Section 8. Regular Meetings
Regular meetings of the Directors shall be held on _______ at _______
_M, unless that day falls on a legal holiday in the state of Texas, in
which case the regular meeting shall be held at the same hour and
place on the next business day.
At the last regular meeting of the directors held before July 1,
directors shall be elected by the Board of Directors. Each director
shall cast one vote per candidate, and may vote for as many candidates
as the number of candidates to be elected to the board. The
candidates receiving the highest number of votes up to the number of
directors to be elected shall be elected to serve on the board.
Section 9. Special Meetings
Special meetings of the Board of Directors may be called by the
Chairman of the Board, the President, the Secretary, by any two
directors, or by any other persons authorized by law. Such meetings
shall be held at the prinicpal office of the corporation or, if
different, at the place designated by the person or persons calling
the special meeting.
Section 10. Notice of Meetings
Unless otherwise provided by the law, the Articles of Incorporation,
or these Bylaws, the following provisions shall govern the giving of
notice for meetings of the board of directors:
- Regular Meetings. No notice need be given of any regular meeting
of the board of directors.
- Special Meetings. At least one week prior notice shall be given
by the Secretary of the corporation to each director of each special
meeting of the board. Such notice may be oral or written, may be
given personally, by first class mail, by telephone, by electronic
mail, or by facsimile machine, and shall state the place, date, and
time of the meeting and the matters proposed to be acted upon at the
meeting. In the case of facsimile notification, the director to be
contacted shall acknowledge personal receipt of the facsimile notice
by a return message, telephone call, or electronic mail within twenty
four hours of the first fascimile transmission.
- Waiver of Notice. If notice of a meeting is required to be given
to any director under provisions of the law, the Article of
Incorporation, or these Bylaws, a waiver of notice in writing signed
by the director, whether before or after the time of the meeting,
shall be equivalent to the giving of such notice.
Section 11. Quorum for meetings
A quorum shall consists of a majority of the total number of serving
members of the Board of Directors.
Except as otherwise provided under the law, the Articles of
Incorporation, or these Bylaws, no business shall be considered by the
board at any meeting at which a quorum is not present, and the only
motion in order at such a meeting are a motion to adjourn.
Section 12. Majority action as board action
Every act or decision made by a majority of the directors present at a
meeting duly held at which a quorum is present is an act of the Board
of Directors, unless the law, the Articles of Incorporation, or these
Bylaws require a greater percentage or different voting rules for
approval of a matter by the board.
Section 13. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the
Chairman of the Board, or in his or her absence, the President of the
corporation or, in the absence of each of these persons, by a Chairman
chosen by a majority of the directors present at the meeting.
The Secretary of the corporation shall act as secretary of all
meetings of the board, provided that, in his or her absence, the
presiding officer shall appoint another person to act as Secretary of
the Meeting.
Meetings shall be governed by the latest edition of Robert's Rules of
Order, insofar as such rules are not inconsistent with or in conflict
with the Articles of Incorporation, these Bylaws, or with provisions
of the law.
Section 14. Vacancies
Vacancies on the Board of Directors shall exist on the death,
resignation, or removal of any director, and whenever the number of
authorized directors is increased.
Unless otherwise prohibited by the law, the Articles of Incorporation,
or these Bylaws, the Board of Directors may fill vacancies on the
board. If the numbers of directors is less than a quorum, a vacancy
on the board may be filled by approval of a majority of the directors
then in office or by a sole remaining director. A person elected to
fill a vacancy on the board shall hold office until the next election
of the Board of Directors of until his or her death, resignation or
removal from office.
Section 15. Resignation
Any director may resign by giving written notice to the Chairman of
the Board, the President, the Secretary, or the Board of Directors.
The resignation shall be effective immediately unless the notice
specifies a later time for the effectiveness of such resignation.
If a resignation would leave the corporation without any directors,
the resigning director must give notice to the Office of the Attorney
General or other appropriate agency of the state of Texas.
Section 16. Removal from office
Directors may be removed from office, with or without cause, by a vote
of two-thirds of the total number of directors elected and serving.
Section 17. Non-liability of Directors
The directors shall not be personally liable for the debts,
liabilities, or other obligations of the corporation.
Section 18. Indemification by corporation of directors and officers
The corporation shall indemnify its directors and officers to the
fullest extent permissible under the law.
Section 19. Insurance for Corporate Agents
Except as otherwise may be specified by law, the Board of Directors
may authorize the purchase of insurance for any agent of the
corporation (including a director, officer, employee or other agent)
against liabilities asserted against or incurred by the agent arising
out from the agent's status as such, whether or not the corporation
would have the power to indemify the agent against such liability
under the law, the Articles of Incorporation, or these Bylaws.
Article 4. Officers
Section 1. Designation of officers
The corporation shall have as officers a Chairman of the Board,
President, a Secretary, and a Treasurer. The corporation may also
have other officers with such titles as may be determined by the Board
of Directors.
Section 2. Qualifications
Any person may serve as an officer.
Section 3. Election and Term of Office
Officers shall be elected by the Board of Directors to serve for one year and
until his or her successor is elected and qualifies.
Section 4. Removal and Resignation
The Board of Directors may remove any officer at any time, either with or
without cause. Any officer may resign at any time by
giving written notice to the Board of Directors or to the President or
Secretary of the corporation. Any such resignation shall take effect
at the date of the receipt of such notice or at any later date
specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective. The above provisions of the Section shall be superseded by
any conflicting terms of a contract which has been approved or
ratified by the Board of Directors relating to the employment of any
officer of the corporation.
Section 5. Vacancies
The Board of Directors shall fill any vacancy of any office of an
officer. The President may appoint a person to temporarily fill a
vacancy in any office, other than that of President until such time as
the Board shall fill the vacancy. Vacancies occurring in offices of
officers appointed at the discretion of the board may or may not be
filled as the board shall determine.
Section 6. General duties
Each officer shall perform all duties incident to his or her office
and other duties as may be required by the law, the Articles of
Incorporation, or these Bylaws, or which may be perscribed by the
Board of Directors.
Section 7. Duties of the Chairman of the Board
The Chairman of the Board shall:
- preside at meetings of the Board of Directors; and
- in the absence of the President, or in the event of his or her
inability or refusal to act, perform all the duties of the President,
and when so acting shall have all powers of, and be subject to all
restrictions on, the President.
Section 8. Duties of President
The President shall:
- be the chief executive officer of this corporation;
- subject to the control of the Board of Directors, supervise
and control corporate affairs and the activities of the officers; and
- except as otherwise expressly provided by the law, the Articles of
Incorporation, or these Bylaws, execute in the name of the corporation
such deeds, mortgages, bonds, contracts, checks, or other instruments
as the Board of Directors may authorize.
Section 9. Duties of Secretary
The Secretary shall:
- certify and keep accessible from the principal office of the
corporation a current version of these Bylaws;
- keep accessible from the principal office of the corporation or
at such other place as the board may determine, the minutes of all
meetings of the directors, and of committees of the corporation,
recording therein, the time and place of holding, whether regular or
special, how called called how notice therof was given, the names of
those present or represented at the meeting and the proceedings
thereof;
- see that all notices are properly given;
- maintain the records and the seal of the corporation and affix
the seal to duly executed documents of the corporation; and
- show at all reasonable times the Bylaws and the minutes of the
proceedings of the directors of the corporation to any director or to
his or her agent, upon request.
Section 9. Duties of Treasurer
The Treasurer shall:
- be responsible for all corporate funds and deposit all such funds
in the name of the corporation in such depositories selected by the
Board of Directors;
- receive, and give receipt for, monies due and payable to the
corporation from any source;
- disburse, or cause to be disbursed, the funds of the corporation
as may be directed by the Board of Directors, taking proper vouchers
for such disbursements;
- keep accurate accounts of the corporation's properties, and
business transactions, including accounts of its assets, liabilities,
receipts, disbursements, gains and losses;
- show at all reasonable times the books of account and financial
records to any director or to his or her agent, upon request;
- give the President and directors, whenever requested an account
of any or all of his or her transactions as Treasurer and of the
financial condition of the corporation; and
- prepare, or cause to be prepared, and certify, or cause to be
certified, the financial statements to be included in any required reports.
Section 10. Compensation
The Board of Directors shall fix the salaries, if any, of the
officers. Any salaries received by the officers must be reasonable and
given in return for services rendered to or for the corporation.
Article 5. Committees
Section 1. Executive Committee
The Board of Directors may, upon the approval of a majority of all
serving members, name an Executive Committee containing three or more
members of the Board and may delegate to this committee any of the
powers and authority of the board to manage the corporation, to the
extent permitted, and except as may otherwise be provided by the law.
Upon the approval of a majority of all serving members, the board may
at any time revoke or modify any or all of the Executive Committee
authority so delegated, increase or decrease but not below two (2) the
number of the members of the Executive Committee, and fill vacancies
on the Executive Committee from the members of the board. The
Executive Committee shall keep minutes of its proceedings, cause them
to be filed with the corporate records, and report to the board as the
board may require.
Section 2. Other Committees
The Board of Directors may form other committees to advise the board.
These committees may contain persons who are not members of the board.
Section 3. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held
and taken in accordance with the provisions of these Bylaws concerning
meetings of the Board of Directors, with such changes in the context
of such Bylaw provisions as are necessary to substitute the committee
and its members for the Board of Directors and its members, except
that the time for regular and special meetings of committees may be
fixed by resolution of the Board of Directors or by the committee.
The Board of Directors may also adopt rules and regulations pertaining
to the conduct of meetings of committees to the extent that such rules
and regulations are not inconsistent with these Bylaws.
Article 6. Execution of Instruments, Deposits and Funds
Section 1. Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws,
may authorize any officer or agent of the corporation to enter into
any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or
confined to specific instances. Unless so authorized, no officer,
agent, or employee shall have any power to bind the corporation by any
contract or engagement, to pledge its credit, or to render it liable
monetarily for any purpose or in any amount.
Section 2. Checks and Notes
Except as otherwise determined by the Board of Directors, or as
otherwise required by law, checks, drafts, promissory notes, orders
for the payment of money, and other evidence of indebtness of the
corporation shall be signed by the Treasurer and countersigned by the
President of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited to the credit of the
corporation in depositories selected by the Board of Directors.
Section 4. Gifts
The Board of Directors may accept on behalf of the corporation any
contribution, gift, bequest, or devise for the nonprofit purposes of
this corporation.
Article 7. Corporate Records, Reports, and Seal
Section 1. Maintenance of Corporate Records
The corporation shall keep accessible from its principal office:
- minutes of all meetings of directors, committees of the board,
indicating the time and place of such meetings, whether regular or
special, how called, the notice given, and the names of those present
and the proceedings thereof;
- books and records of account, including accounts of its
properties and business transactions disbursements, gains and losses;
and
- a copy of the corporation's Articles of Incorporation and Bylaws
as amended to date.
Section 2. Corporate Seal
The Board of Directors may adopt, use, and at will alter, a corporate
seal to be kept at the principal office of the corporation. Failure
to affix the seal to corporate instruments, however, shall not affect
the validity of any such instrument.
Section 3. Directors' Inspection Rights
Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and
to inspect the physical properties of the corporation.
Section 4. Right to copy and make extracts
Any inspection under this Article may be made in person or by agent or
attorney and the right to inspection shall include the right to copy
and make extracts.
Section 5. Periodic report
The board shall cause any periodic report required by law to be
prepared and delivered to an office of the state of Texas to be so
prepared and delivered.
Article 8. IRC 501(c)(3) Tax Exemption Provisions
Section 1. Limitations on Activities
No substantial part of the activities of this corporation shall consist of
carrying on propaganda, or otherwise attempting to influence legislation except
as otherwise provided by Section 501(h) of the Internal Revenue Code, and this
corporation shall not participate in, or intervene in (including the publishing
or distribution of statements), any political campaign on behalf of, or in
opposition to, any candidate for public office.
Notwithstanding any other provision of these Bylaws, this corporation
shall not carry on any other activites not permitted to be carried on
(a) by a corporation exempt from federal income tax under Section
501(c)(3) of the Internal Revenue Code or (2) by a corporation
contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of,
or be distributable to, its members, directors, officers, or other private
persons, except that this corporation shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment or
provision for payment, of all debts and liabilities of this corporation shall be
distributed for one or more exempt purposes within the meaning of Section 501(c
(3) of the Internal Revenue Code or shall be distributed to the federal
government, or to a state or local government, for a public purpose. Such
distribution shall be made in accordance with all applicable provisions of the
laws of the state of Texas.
Section 4. Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private foundation
as described in Section 509(a) of the Internal Revenue Code, the corporation
- shall distribute its income for said period at such time and
manner as not to subject it to tax under Section 4942 of the Internal
Revenue Code;
- shall not engage in any act of self-dealing as defined in Section
4941(d) of the Internal Revenue Code;
- shall not retain any excess business holdings as defined in
Section 4943(c) of the Internal Revenue Code;
- shall not make any investments in such a manner as to subject the
corporation to tax under Section 4944 of the Internal Revenue Code; and
- shall not make any taxable expenditures as defined in Section
4945(d) of the Internal Revenue Code
Article 9. Amendment of Bylaws
Section 1. Amendment
Except as otherwise specified by the law, these Bylaws, or any of
them, may be altered, amended, or repealed and new Bylaws adopted by
the Board of Directors.
Article 10. Construction and Terms
Section 1. Priority
The Articles of Incorporation shall govern in any conflict between the
provisions of these Bylaws and Articles of Incorporation.
Section 2. Severability
Should any part of these Bylaws be held unenforceable or invalid for
any reason, the remaining parts of these Bylaws shall be unaffected by
such holding.
Section 3. Internal Revenue Code
All references in these Bylaws to a part of the Internal Revenue Code
shall be to parts of the Internal Revenue Code of 1986 of the United
States of America as amended or to corresponding provisions of any
future federal tax code.