Bylaws of Huntington County Community Network, Inc.
Article I. Name
The name of this organization shall be Huntington County Community Network, Inc.
Article II. Purpose
The primary goal of the Huntington County Community Network is to provide an electronic
means to display and disseminate public information about Huntington County and give the
people of Huntington County ready access to the wealth of information to be found on the
Internet.
To this end, the Huntington County Community Network will seek to:
- Enhance electronic access to the publicly available information of Huntington County's
governing bodies, its charitable institutions, its businesses, and its artistic, cultural,
educational, health, and social service organizations
- Support the related technological initiatives of the all Huntington County schools
- Expand electronic access to the County's libraries.
- Promote economic development
- Continually improve and expand community network offerings and services
Article III. Offices
The principal office of the corporation shall be located in the county of Huntington,
state of Indiana. The corporation shall have and continually maintain in the state of
Indiana a registered office, and a registered agent whose office is identical with such
registered office, as required by the Indiana Non-Profit Corporation Act. The registered
office may be, but need not be, identical with the principal office in the state of
Indiana, and the address of the registered office may be changed from time to time by the
Board of Directors.
Article IV. Fiscal Year
The fiscal year of the corporation shall begin on the first day of January and end on
the last day of December in each year.
Article V. Books and Records
The corporation shall keep correct and complete books and records of account and shall
also keep minutes of the proceedings of its Board of Directors and committees having the
authority of the Board of Directors.
Article VI. Board of Directors
Duties and Powers--The Board of Directors shall be the governing body of the Huntington
County Community Network, Inc. and all of its committees and agents. It shall establish
policies for the operation of the Huntington County Community Network, Inc., review all
contracts annually and provide direction concerning financial and administrative
operations.
Membership of the Board of Directors
Representation of Community--Members of the Board of Directors must corporately be
representative of Huntington County's governing bodies, its charitable institutions, its
artistic, cultural, educational, health, and social service organizations, its business
community, and of the Huntington County Community Network's users, subscribers, and
clients.
Numbers of Members and Length of Terms--The Board shall consist of the Officers of the
Executive Committee and seven (7) At-Large Directors. Directors shall be elected by the
Board of Directors at the annual meeting and shall hold office for a term of two years
unless they are suspended or choose to resign. Terms shall expire at the conclusion of the
annual meeting and shall commence at the first regular meeting following the annual
meeting. It is intended that their terms of office be staggered after the initial two-year
term so that each year at least one (1) directorship shall be filled by election.
Nominating Committee--Prior to the annual meeting, the President shall appoint a
Nominating Committee to consist of not less than two (2) members of the Board and shall
designate the chairperson of the committee. This committee shall propose as nominees, if
possible, at least twice the number of directors to be elected. The Nominating Committee
shall present the list of nominees to the President for ballot preparation no later than
one month prior to the annual meeting each year. Qualification for At-large Board members
shall be:
- a subscriber in good standing; and
- a willingness to assume the duties and responsibilities of Board membership if elected.
Balloting and Election--Balloting shall be done at the annual meeting. The President
shall appoint a committee to count all ballots received and report election results at the
annual meeting of the Board. Board members must be present to vote.
Assumption of Office--Newly elected members of the Board of Directors shall take office
at the next regular meeting following their election.
Replacement of Board Members
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.
Any board member may be removed by a majority of the Board of Directors whenever in its
judgment the best interest of the corporation would be served.
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.
Replacement members shall serve the remainder of term to which they were elected.
Meetings of the Board
Regular--Meetings of the Board shall be held at least four times per year at a
reasonable time and place to be designated by the President.
Special Meetings--Special meetings may be called at any time by the President, or one
third (1/3) of the members of the Board. Notice of special meetings will be given at least
72 hours in advance of the meeting.
Order of Business--The order of business at any regular meeting of the Board shall be
in accordance with the Agenda which shall have prior approval of the President.
Parliamentary Procedure--"Robert's Rules of Order, Revised" shall govern at
meetings of the Board of Directors and members.
Quorum-- One third (1/3) of the voting members of the Board shall constitute a Quorum
for the transaction of business.
Article VII. Officers
Designation of Officers— The officers of the Board of Directors shall be
President, Vice President, Secretary, and Treasurer.. Each officer shall be a member of
the Board of Directors, and all officers shall be elected by the Board of Directors.
Eligibility— Nominees of the office of President, Vice President, Secretary, and
Treasurer must be an employee or a Board Member of a governmental entity, a state
accredited educational institution located in Huntington County, or a current or past
Board Member of the Huntington County Community Network.
Selection and Term of Office— Nominations for officers shall be submitted by the
Nominating Committee. Elections will be held at the first Board of Director’s Meeting
following the Annual Meeting of the Corporation. Terms of office are one year. Should the
office of President become vacant for any reason before the end of any term, the Vice
President shall become President. Should the office of Vice President, Secretary or
Treasurer become vacant for any reason before the end of any term, new officers shall be
appointed by the President upon the approval of a majority of the Board of Directors.
Qualifications, Duties, and Powers
The President shall be the Chief Executive Officer and shall preside at all meetings.
The President shall, subject to approval of a majority of the Board, appoint chairpersons
of committees and committee 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 such duties as are required to effectively govern.
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.
The Secretary shall keep the minutes of all meetings, have charge of such records as
the Board may direct, and perform all duties incident to the office of the Secretary.
The Treasurer shall prepare an annual budget for approval by the Board of Directors at
their annual 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 corporation, and make such
recommendations as he or she deems necessary. The Treasurer shall write checks, make
deposits and keeps all financial records and arrange for an annual outside audit of the
corporation’s books of account.
Executive Committee
The Executive Committee shall be composed of the President, Vice President, Secretary,
and Treasurer.
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:
authorize an expenditure of corporation funds in excess of $1,000.00
amend the by-laws of the corporation, but shall have the power to recommend changes
when appropriate;
enter into any contracts or agreements with third parties relating to the property or
affairs of the corporation;
exercise any authority denied them by law.
The Executive Committee shall report to the Board of Directors its action on any
matters affecting the affairs of the corporation at the next meeting of the Board of
Directors. Minutes of all the Executive Meetings shall be written and maintained by the
Secretary. Financial Responsibility for the Affairs of the corporation rests with the
Executive Committee. All disbursements shall be made by checks duly signed by the
President or Vice President and countersigned by the Treasurer.
Article VIII. Committees
The President, with the approval of the Board,
may appoint chairpersons of ad hoc committees to assist in special aspects of corporation
activities. The chairpersons shall recommend their committee members, subject to approval
of the Board. Ad hoc committees shall serve until relieved by the Board. Committee members
may succeed themselves as necessary to assure continuity in corporation 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.
Standing Committees— The President may 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.
Duties and Powers— Standing Committees shall meet at least once a month, and shall
submit a written report to the Board of Directors monthly for their consideration.
Committees may not expend corporation 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 IX. 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 corporation or while a director of the corporation is or was serving at the
request of the corporation 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, or in any other capacity while serving as a
director, officer, trustee, employee, or agent shall be indemnified and held harmless by
the corporation to the fullest extent authorized by the Indiana Nonprofit Corporation Act
as the same exists or may hereafter be amended. All such persons shall be indemnified and
held harmless by the corporation 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 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.
The right to indemnification conferred in this Article shall be a contract right and
shall include the right to be paid by the corporation 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 corporation in advance of the final disposition of a
proceeding, shall be made only upon delivery to the corporation 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 corporation may, by action of its Board of Directors,
provide indemnification and advance expenses to employees and agents of the corporation
and others permitted to be indemnified by the Indiana Nonprofit Corporation Act with the
same scope and effect as the foregoing indemnification and advancement of expenses of
directors and officers.
If a valid claim pursuant to the above provisions of this Article is not paid in full
by the corporation within ninety (90) days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the corporation 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 corporation) that the
claimant has not met the standards of conduct which make it permissible under the Indiana
Nonprofit Corporation Act for the corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the corporation. Neither the
failure of the corporation (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 Indiana Nonprofit Corporation Act, nor an actual
determination by the corporation (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.
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, provision of the corporation's Articles of Incorporation, by-laws, agreement, or
disinterested directors, or otherwise.
The corporation 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 corporation or another venture, trust, or other incorporated or
unincorporated enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense, liability
or loss under the Indiana Nonprofit Corporation Act.
Article X. General
Nonprofit -- The corporation may not engage in any activity of a commercial nature that
would violate its status as a nonprofit corporation as defined in existing laws. The
corporation may not engage in any partisan political activity.
Limitations of Debate -- Every member of the Board of Directors shall be entitled to
speak at any Board of Directors meeting on any relevant subject brought before the Board.
The Chairperson of any meeting shall, at his or her sole discretion, have the power to
limit debates.
Article XI. Dissolution of the Corporation
This corporation 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 corporation shall receive or may be lawfully entitled
to receive any pecuniary profit from the operation of this corporation except for
reasonable compensation for serving in effecting its purpose.
Upon dissolution or other termination of the corporation, 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 corporation, but shall be sold at public auction and
the proceeds distributed first in payment of all liability of the corporation, and then to
another nonprofit educational, informational or municipal corporation whose objectives are
deemed by the Board of Directors to be harmonious with the corporation and objectives of
the Huntington County Community Network, Inc., pursuant to IRS code governing 501(c)(3)
corporations.
Article XII. Amendments
Any portion of these by-laws may be amended by approval of the majority of the Board of
Directors. Any amendment to these by-laws requires that an amended copy be filed with the
Indiana Secretary of State Corporations Division and with the U.S. Internal Revenue
Service to assure continued qualification of the corporation as a bona-fide nonprofit
corporation for tax purposes.
Huntington County Community Network, Inc., An Indiana non-profit Corporation
By //s// John Paff
Name, President
Attest:
By //s//Jim Cadoret
Name, Secretary
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