Well after a variety of drafts and re-drafts by Sissy Bikkal, Bill =
Langham and myself, we have a proposed set of new By-Laws. =20
The by-laws are intended to accomplish a number of goals:
1) Address the various legal issues which need to be handled in any =
organization's by-laws.
2) Put as much authority as feasible in the hands of the membership and =
be a democratic grass-roots group.
3) Reflect the ability of our membership to discuss issues and decisions =
through the use of modern telecommunications.
4) Provide a number of positions so that a large group of people can get =
recognition for their work in WATPA.
I would appreciate any comments anyone has. We will, of course, discuss =
this at our next meeting. (There will be printed copies for =
distribution at the meeting. In the meantime, if anyone wants the MS =
Word version of this document -- which is formatted better -- please =
drop me a note.)
Thanks,
Norm
=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D
BY - LAWS OF THE=20
WESTCHESTER ALLIANCE FOR TELECOMMUNICATIONS=20
AND PUBLIC ACCESS, INC.
(WATPA)
ARTICLE I
MEMBERS
Section 1. Qualifications
Any individual having a residence or interest in Westchester County may =
be a=20
Member of WATPA.
Section 2. Powers
The Members shall have general power to manage and control the affairs =
and=20
property of the Corporation, and shall have full power, by vote of a =
majority of Members, to adopt rules and regulations governing the action =
of WATPA and shall have full and complete authority with respect to the =
distribution and payment of the moneys received by the Corporation from =
time to time; except=20
that the fundamental and basic purposes of the Corporation, as expressed =
in the Certificate of incorporation, shall not thereby be amended or =
changed, and except further that the Members shall not permit any part =
of the net earnings or capital to inure to the benefit of any Member or =
other private individual.
Section 3. Annual Dues
The annual dues for an individual's Membership in WATPA shall be $30 for =
the fiscal year for individuals.
Section 4. Voting Rights
Voting rights will only be held by those Members who are current in =
paying their dues. Each Member shall have one vote.
ARTICLE II
COMMUNICATIONS AND VOTING
Section 1. Communications
WATPA shall maintain a means of communicating electronically, via =
computer networks, with all of its Members. This medium of =
communication shall be used for discussions of relevance to the Members =
as well as one of the means of voting.
Section 2. Motions
A Member may raise a motion for a vote during a regular meeting or in =
WATPA's electronic communications discussions. Each such motion must be =
seconded by another Member before a vote can take place.=20
Section 3. Voting Procedures
Any motion or other action requiring a vote, pursuant to these by-laws, =
shall be settled by a vote of all Members, at the time voting started. =
>From the time an action is proposed which requires voting, voting may =
take place for a period of one month or until the next regular meeting =
takes place. Voting for offices is limited to a shorter period of time, =
as described in Article IV, Sections 8, 9 and 10. =20
Voting could be by electronic mail, U.S. mail to the Secretary or by =
stated position at a monthly meeting. If, however before that time =
arrives, a sufficient number of votes will have been cast for or against =
a decision, either a majority or two-thirds of all Members as defined in =
these by-laws, then the voting shall be closed.=20
At the point a vote is closed, the Secretary shall record the final =
positions of all Members voting. If, at the end of the voting period, =
less than a majority of the Members will have voted for or against, then =
the motion will be defeated.
ARTICLE III
MEETINGS
Section 1. General Meetings
General face-to-face meetings of WATPA shall be held monthly at such =
time and place as may be determined by the Chair. Subject to a majority =
vote of the Members, this meeting may be canceled or additional meetings =
may be scheduled.
Section 2. General Meetings: Notice
Notice of such meetings shall be given by the Secretary by either =
electronic mail, transmitting a copy thereof to each Member by U.S. Mail =
or by fax, or by posting on such electronic lists as the Secretary may =
deem appropriate.
Section 3. Annual Meeting
The annual meeting of the Corporation shall be held during the month of =
June of each year at such date, time and place in Westchester County, =
State of New York, as the Chair determines.
Section 4. Notice of Annual Meeting
Notice of the time and place of holding such annual meeting shall be =
given by the Secretary using either electronic mail, transmitting a copy =
thereof to each Member by U.S. Mail or by fax, or by posting on such =
electronic lists as the Secretary may deem appropriate, not less than =
ten nor more than twenty days before such meeting.
Section 5: Special Meetings and Changes To Meetings
Special meetings of WATPA or changes to the monthly meetings may be =
decided at any time and place upon the call of the Chair or a majority =
of the Members. Notice of the time, place, purpose of every special =
meeting of the Board shall be given by the Secretary by E-mailing, =
faxing, mailing, or posting on such electronic bulletins as the =
Secretary may deem appropriate, at least one week before the meeting.
ARTICLE IV
OFFICERS
Section 1. Qualifications and Number
The officers of the Corporation shall be a Chair, a Secretary, a =
Treasurer, and seven Vice-Chairs. These offices are open to any Member =
who is in good standing, whose dues are paid and who is elected by the =
general Membership. Any Member may be proposed for an office by any =
other Member. =20
Section 2. Chair: Powers and Duties
The Chair shall preside at all meetings. He or she shall have general =
supervision of the affairs of the Corporation. He or she may establish =
or terminate whatever committees or task forces of the Members, as he or =
she deems necessary to further the work of the Corporation. He or she =
shall keep the Members fully informed, and shall freely consult with =
them concerning the activities of the Corporation. He or she shall have =
the power to sign alone, unless the Members specifically require an =
additional signature, in the name of the Corporation, all contracts =
authorized either generally or specifically by the Board. He or she =
shall perform such other duties as shall from time to time be assigned =
to her/him by the Members. In the absence of the Chair, the Secretary, =
Treasurer or the Vice-Chairs, in the order designated by the Chair, =
shall in general perform the duties of the Chair.
Section 3. Secretary: Powers and Duties
The Secretary shall act as secretary of all meetings of the Members, and =
shall keep the minutes of all such meetings in the books proper for that =
purpose. He or she shall attend to the giving and serving of all =
notices of the Corporation. He or she shall perform all the duties =
customarily incident to the office of Secretary, subject to the control =
of the Members, and shall perform such other duties as shall from time =
to time be assigned her/him by the Members.
Section 4. Treasurer: Powers and Duties
The Treasurer shall have the custody of all funds and securities of the =
Corporation which may come into her/his hands. He or she shall keep or =
cause to be kept full and accurate accounts of receipts and =
disbursements of the corporation, and shall deposit all moneys and other =
valuable effects of the=20
Corporation in the name and to the credit of the Corporation in such =
banks or depositories as the Members may designate. Whenever required =
by the Members, he or she shall render a statement of the Corporation's =
accounts. He or she shall at all reasonable times exhibit her/his books =
and accounts to any officer or Executive of the Corporation, and shall =
perform all duties incident to the Treasurer subject to the control of =
the Members, and he or she shall, when required, give such security for =
the faithful performance of her/his duties as the Members may determine.
Section 5. Vice-Chairs: Powers and Duties
The Vice-Chairs shall have such powers and duties as may be assigned to =
them by the Chair, including heading any committees or task forces =
established by the Chair.
Section 6. Term and Simultaneity of Offices
The officers of the Corporation shall be chosen annually. Each officer =
will retain his or her position until a replacement is elected. No =
person may hold more than one office in the Corporation, except that the =
same person may simultaneously be Secretary and Treasurer.
Section 7. Compensation
No officer of this Corporation shall receive, directly or indirectly, =
any salary, compensation, or emolument therefrom, either as such officer =
or in any other capacity, unless authorized by the concurring vote of =
two-thirds (2/3) of all the Members or (notwithstanding any quorum =
requirements by these by-laws) by the concurring vote of all =
disinterested Members.
Section 8. Sequence, Manner and Duration of Voting
Voting shall proceed in this order: Chair, Secretary, Treasurer and =
Vice-Chairs. Votes may be cast in any of the ways described in Article =
II, Section 3. Voting Procedures. Voting shall start at the Annual =
Meeting. Voting shall end no later than ten days from the date of the =
Annual Meeting.=20
Section 9. Election of Chair, Secretary and Treasurer
For each of these offices, a person who receives the votes of a majority =
of the Members shall be deemed to be elected and take office =
immediately.
=20
If there are more than two candidates for an office and no person =
receives the votes of a majority of those Members within the time for =
voting, then a new ten-day period of voting shall start. In this =
period, the Members will cast votes among the two candidates who =
received the most votes.
If there are fewer than three candidates and a majority of the Members =
have voted for either one, then the candidate receiving the majority of =
votes of those Members who have voted will be deemed to be elected.
Section 10. Election of The Vice-Chairs
Each Member will vote for seven Members to the position of Vice-Chair. =
Within ten days of an Annual Meeting or when a majority of Members have =
cast votes, whichever is sooner, the seven candidates receiving the =
highest votes shall be elected to the position of Vice-Chair.
Section 11. Removal
Any officer of the Corporation may be removed by a vote of two-thirds =
(2/3) of the Members.
Section 12. Vacancies
In case of a vacancy in any office, a successor to fill the unexpired =
term shall be elected by the Members. Voting will start at the next =
regularly held general meeting.
ARTICLE V
CONTRACTS, CHECKS, BANK ACCOUNTS, INVESTMENTS, ETC.
Section 1. Checks, Notes, Contracts, etc.
The Chair and Treasurer are jointly authorized to select such =
depositories as they shall deem proper for the funds of the Corporation =
and shall determine who, if anyone, in addition to the Chair and =
Treasurer, shall be authorized in the Corporation's behalf to sign =
bills, notes, receipts, acceptances, checks, releases, contracts, and =
documents.
Section 2. Investments
The funds of this Corporation may be retained in whole or in part in =
cash or be invested and re-invested from time to time in such property, =
real, personal or otherwise, or stocks, bonds, or other securities, as =
the Members in its uncontrolled discretion may deem desirable, without =
regard to the limitations, if any, now imposed or which hereafter be =
imposed by law regarding such investments.
ARTICLE VI
OFFICE AND BOOKS
Section 1. Office
The office of the Corporation shall be located at such place in =
Westchester County, State of New York as the Members may from time to =
time determine.
Section 2. Books
There shall be kept at the office of the Corporation correct books of =
account of the activities and transactions of the corporation, including =
a minute book, which shall contain a copy of the Certificate of =
Incorporation, an attendance ledger, a copy of these by-laws, all =
minutes of the meetings and the archives of the Corporation, containing =
all of its official documents.
ARTICLE VII
CORPORATE SEAL
The seal of the corporation shall be circular in form and shall bear the =
name of the corporation and the words and figures showing that it was =
incorporated in the State of New York.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of =
January of each year.
ARTICLE IX
AMENDMENTS
These by-laws may be amended by the affirmative vote of two thirds (2/3) =
of the Members.