+++++++++++++++++++++++++++++++++++++++++++++++++++++ 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. Any individual or institution 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, an individual must be a current member and have paid a minimum of three months dues. c. Institutional members are never eligible to vote. ARTICLE 3: BOARD OF DIRECTORS a. The Board of Directors (BOD) shall consist of five individual 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 three BOD members. A board member will be considered in attendance at a meeting if he or she can communicate with and be understood by all the other attendees. 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 responsible 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. If an office is vacated before expiration of its term, an election to fill the vacancy shall take place within three months. c. Nominations for the BOD will be submitted by November 15th. Any person may submit nominations. All nominees must be individual Grex members as of the start of the voting period. Board elections will be held between the 1st and 15th of December. The required number of candidates receiving the largest number of votes are seated on the board commencing January 1st. d. 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. b. In order for the motion to be voted on, at least 10% of the eligible voting membership must endorse bringing the proposal to a vote. Endorsement shall consist of a statement by the member in the discussion item agreeing that the motion should be voted on. A member may withdraw his or her endorsement at any time prior to the close of the endorsement period as defined in section (c) below. c. When at least two weeks have passed, the author may post a final wording of the motion and request that it be voted on. Following posting of the final wording, members shall have forty-eight hours to add an endorsement or withdraw a previous endorsement. At the end of this period, if the motion has the necessary number of endorsements, it shall be voted on. The vote is begun as soon as feasible and is conducted online over a period of ten days. If within thirty days from the date that the item was posted the author does not request a vote or the necessary number of endorsements have not been obtained, the motion is considered to have lapsed and is not eligible for voting. d. Simultaneous voting on two or more motions is permissible, subject to limitations of the voting software. However, two motions may not be voted on simultaneously if one is contradictory to or implies a modification of effect to the other. In such a case, the motion posted first shall take precedence in voting order. e. A motion will be considered to have passed if more votes were cast in favor than against, except as provided for bylaw amendments. f. For voting purposes, a day will run midnight to midnight, local Grex time. 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 $18 per year, or $2 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 AThe 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 three BOD members. A board member will be considered in attendance at a meeting if he or she can communicate with and be understood by all the other attendees. 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. +++++++++++++++++++++++++++++++++++++++++++++++++ History of Amendments: January 12, 1995: Articles 4d, 4e, 5b, and 7 (eliminating quorum criteria) February 1, 1997: Article 4d (membership status re: Board of Director candidacy and nominators) July 20, 1997: Articles 2a, 2b, 2c, 3a, and 4d (membership status for organizations) Sept. 29, 2002: Article 3d (board member attendance at BOD meetings) March 24, 2004: Article 5 (membership endorsement required prior to a vote) October 31, 2010: Article 3a, 3d (board size and quorum) October 31, 2010: Article 6a (change in dues) March 22, 2013: Article 4b, 4c (eliminate term limits for board members)