WESTERN SONOMA COUNTY INTERNET COOPERATIVE
ARTICLE I - OFFICES
principal office of the Cooperative in the State of
ARTICLE II - PURPOSE
purpose of the Cooperative shall be to provide full-time connections to the
Internet for residents of
ARTICLE III - MEMBERSHIP
The Directors, upon majority approval, may suspend a member after 30 days notice for failure to pay required fees or comply with the membership agreement. In the event that the non-payment or failure to comply with the membership agreement is corrected within 30 days of notice of the same to the member, the member may be reinstated upon majority approval of the Directors.
ARTICLE IV - BOARD OF DIRECTORS
SECTION 2. NUMBER, TENURE AND
QUALIFICATIONS. The number of
of the Cooperative shall be no fewer than three nor
more than seven. The initial board
shall comprise six directors.
Thereafter, within the bounds above, the number of directors
shall be set by resolution of the Directors. Each director shall serve for a four year term. (In the first Directors’ election, 4 directors
shall be elected to 4 year terms and 2 directors
shall be elected to 2 year terms). Board of Directors elections shall be held
every 2 years in January and the Directors shall take office immediately upon
act of all of the
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
SECTION 7. RESIGNATION. A
resign at any time by giving written or electronic mail notice to all members
of the board. Acceptance
of the resignation shall not be necessary to make it effective.
SECTION 9. COMMITTEES. The
Directors shall appoint a Technical
of no fewer than three members. All initial network service connections and
connection changes shall be subject to approval by the Technical Committee.
The Technical Committee
shall have authority to suspend service to any member whose service connection
or use of service adversely interferes with the service of other members of the
Cooperative, the Cooperative or connected networks such as the Internet. A
member's service may be reinstated on approval of the Technical Committee.
ARTICLE V - OFFICERS
SECTION 1. NUMBER. The officers of the Cooperative shall be a President, a Vice-President, a Secretary, and a Treasurer, each of whom shall be a member and elected by the Directors. The offices of Secretary and Treasurer may be held by the same person.
SECTION 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.
SECTION 3. REMOVAL. 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.
SECTION 4. VACANCIES. A vacancy in any office may be filled by the Directors for the unexpired portion of the term.
SECTION 5. PRESIDENT. The President shall be the chief 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. The President shall, when present, preside at all meetings of the members and of the Directors. The President 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.
SECTION 6. VICE-PRESIDENT. In the absence of the President or in the event of his or her 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 by the President or the Directors.
SECTION 7. SECRETARY. The Secretary shall keep the minutes of the members' and of the
Directors' meetings, see that all notices of the Cooperative are duly given or
SECTION 8. TREASURER. If required by the Directors, the Treasurer shall give a bond for the faithful discharge of required duties in such sum and with such surety or sureties as the Directors shall determine and at the expense of the Cooperative. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Cooperative; keep full and accurate accounts of receipts and disbursements in books belonging to 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; enter or cause to be entered regularly in the books of the Cooperative kept for that purpose full and accurate accounts of all moneys received or paid or otherwise disposed of by the Treasurer; maintain an accounting, by member, of all monies paid or owed by members; render to the Directors, whenever the Directors may require, an account of the financial condition of the Cooperative 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 by the President or by the Directors.
ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Directors 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.
SECTION 2. LOANS. 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.
SECTION 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.
SECTION 4. DEPOSITS. 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.
The fiscal year of the Cooperative shall begin on the first day of January in each year.
ARTICLE VII – REVIEW OF BYLAWS AND AMENDMENTS
These Cooperative Bylaws shall be reviewed no less than twice annually by the Directors.
to these bylaws may be made by a majority of the Directors
petition presented to the Secretary and signed by
( 1/2) of
the members . Provided
notice of the character of the amendment is given
bylaws may be altered or amended at any time.
The Cooperative shall indemnify, defend, and hold harmless each officer, director, and agent of the Cooperative to the full extent of the law from and against all costs, losses, expenses, and claims incurred by such person because the person is or was a director, officer or agent of the Cooperative provided such person conducted himself in good faith, the person reasonably believed that his conduct was in the cooperative's best interests, in the case of conduct in such person's official capacity, or in all other cases, his conduct was at least not opposed to the cooperative's best interests, and in the case of any criminal proceeding, the person had no reasonable cause to believe that his conduct was unlawful.
The Cooperative shall have the power to purchase and maintain insurance on behalf of any present or former director, officer, or agent of the cooperative.
The Directors shall at the end of each fiscal year provide for the distribution of the cooperative's net savings from operation remaining after expenses have been met, according to the following method:
The Directors shall firstly allocate from such net savings to a General Surplus Reserve an amount it shall determine to be necessary or appropriate to absorb operating deficits, losses and unanticipated costs or expenses. The amount so allocated shall be the indivisible property of the Cooperative as a whole.
Directors shall secondly allocate from remaining net savings to a Facilities and
Maintenance Reserve an amount it shall determine to be necessary or appropriate
to fund replacement or expansion of network facilities. This amount shall also
be the indivisible property of the
Cooperative as a whole.
Thirdly, the Directors may, at their discretion, allocate from remaining net savings an amount for reimbursement of initial capital investments in the Cooperative
remainder of the net savings shall be distributed, at the discretion of the
to the members as a credit or in cash.