IthacaNet, Incorporated


Article I

Section 1 - Charter
The name of the organization governed by these by-laws shall be IthacaNet, Incorporated (hereinafter: IthacaNet).
The IthacaNet has been established in accordance with the requirements of the Not-for-Profit Corporation Law (N-PCL) 201 as a Type B not-for-profit organization without members.
The IthacaNet shall be governed by a Board of Directors in accordance with N-PCL.

Section 2 - Mission
To foster the effective use of electronic networking technologies for the benefit of individuals, government, business and other organizations in the Tompkins County, NY area (hereinafter: Tompkins County).

Section 3 - Purpose
a. Encourage the use of the Internet and other networking technologies in education, commerce, culture, recreation, communication, and government in Tompkins County.
b. Provide resources necessary to Tompkins County to encourage the use of electronic networking in cases where not already available.
c. Foster collaboration among local organizations concerned with electronic networking.
d. Encourage wide public access and electronic communication within the Tompkins County area.
e. Notwithstanding any other provisions of these articles, the organization is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under IRC 501(c)(3) or corresponding provisions of any subsequent tax laws.
f. No part of the net earnings of the organization shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization), and no member, trustee officer of the organization or any private individual shall be entitled to share in the distribution of any of the organization's assets on dissolution of the organization.
g. No substantial part of the activities of the organization shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRS 501(h)) or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidates for public office.
h. In the event of dissolution, all of the remaining assets and property of the organization shall after payment of necessary expenses thereof be distributed to such organizations as shall qualify under section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or to the Federal government or State or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.
i. In any taxable year in which the organization is a private foundation as described in IRS 509(a), the organization shall distribute its income for said period at such time and manner as not to subject it to tax under IRC 4942, and the organization shall not (a) engage in any act of selfdealing as defined in IRC 4941(d), (b) retain any excess business holdings as defined in IRC 4943(c), (c) make any investments in such a manner as to subject the organization to tax under IRC 4944, or (d) make any taxable expenditures as defined in IRC 4945(d) or corresponding provisions of any subsequent Federal tax laws.

Section 4 - Area Served
Tompkins County and surrounding area.

Article II
Board of Directors

Section 1 - Function of the Board
The Board of Directors shall have the responsibility of managing and controlling the affairs of the IthacaNet, and shall have all the powers and duties of Boards of Directors as set forth in Article 7 of N-PCL of New York State.

Section 2 - Number and Composition
The number of Directors shall be not less than 3 and not more than 9. The number of Directors may be increased by amendment to the by-laws.

Section 3 - Term of Office
The term of office of Directors shall be three years.
Terms of Directors shall begin on January 1 and end on December 31 or until their successors are elected. A quorum of the Board shall be a majority of the Members of the Board.

Section 4 - Nomination Procedures
The President, with the consent of the Board of Directors, shall appoint a Nominating Committee of no less than three Directors whose purpose shall be the nomination of Directors.

Section 6 - Executive Committee
There may be an Executive Committee consisting of the officers and one other Member of the Board of Directors to be appointed annually by the President.
The Executive Committee, in intervals between meetings of the Board of Directors, may transact such business of the IthacaNet as the Directors may authorize, except to make removals from office.

Section 7 - Removal from Office
The Board of Directors shall have the power to remove a Director from office with or without cause by a majority vote of the Directors.

Section 8 - Director Vacancies
In the event of a vacancy on the Board during an unexpired term, a successor Director shall be elected by the remaining Directors to serve until the remainder of the unexpired term.

Section 9 - Indemnification
The IthacaNet shall indemnify its officers, and Directors to the extent provided by law, for any and all liability for their acts or omissions as Officers, or Directors of the Organization.

Article III
Officers and Duties

Section 1 - Officers
The officers shall consist of a President, Vice President, Secretary, and Treasurer. One person may hold two or more offices except the offices of President and Secretary.

Section 2 - Election and Terms
The officers shall be elected annually by the Board of Directors. Officers shall serve terms beginning January 1 and ending December 31. No officer shall serve more than three consecutive one-year terms, with the exception of the Secretary and Treasurer. Each Officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed or qualified.

Section 3 - Powers and Duties
Subject to the rules and directions of the Board of Directors, the officers shall have the usual powers and duties of their offices.

Article IV
Meetings of the Board of Directors

Section 1 - Regular Meetings
Regular meetings of the Board of Directors shall be held at least annually.

Section 2 - Special Meetings
Special meetings may be called by the President or upon request of three of the Directors.

Section 3 - Notices
Notification of all meetings shall be made at least ten days prior to the meeting, to the usual address of each Director, unless waived by the Directors.

Article V
Section 1
A quorum of the Directors shall be a majority of the whole. The Board may act by a vote of a majority of the quorum present.

Article VI

Section 1 - Standing Committees of the Board
There shall be the following standing committees: Executive, Finance, and Nominating. There shall be no fewer than three Directors on each standing committee. The chairpersons of standing committees of the Board shall be Directors. The Board of Directors may establish other standing committees by Board resolution.

Section 2 - Ad Hoc Committees of the Board
The Board of Directors shall have the power to establish ad hoc committees. It shall determine the charge, the Membership, and the term of each committee.

Section 3 - Appointments to Board Committees
The President shall have the power to appoint the members of all Board committees and to designate the Chairperson. Appointments to the Nominating Committee shall be confirmed by a vote of the Board of Directors.

Article VII
Budget and Finance Accounting

Section 1 - Budget
The Board of Directors shall adopt a budget at least thirty days before the ensuing fiscal year. This budget may be modified at succeeding regular or special meetings of the Board of Directors. The Treasurer shall report at all regular meetings of the Board of Directors.

Section 2 - Fiscal Year
The fiscal year shall be January 1st through December 31st.

Section 3 - Disbursal of Funds
The Treasurer is empowered to disburse IthacaNet funds on the basis of a pre-numbered voucher-check system. Two signatures shall be required on all disbursements in excess of $1000. In the absence of the Treasurer, the President is empowered to disburse IthacaNet funds.
All disbursements may be audited by the Board of Directors at its discretion.

Article VIII

Section 1
The By-Laws may be amended by a two-thirds vote of those Directors present at a meeting of the Board of Directors, provided that the written text of the proposed amendment was sent to all Directors with the notice of the meeting, or as otherwise provided in N-PCL of the State of New York.

Draft 4/18/96
Draft 4/27/96
Draft 5/13/96
Adopted 6/17/96
Amended 9/3/97
Amended 5/13/98