BYLAWS OF WIRELESS DATA SERVICE PROVIDER
CORPORATION
Incorporated under the laws of the State of Georgia
Date: June 20, 2002
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back to top ARTICLE ONE
Name, Location, and Offices
- 1.1 - Name.
- The name of this corporation shall be "WIRELESS
DATA SERVICE PROVIDER CORPORATION" (“WDSPCO”).
- 1.2 - Registered Office and Agent.
- The corporation shall maintain a registered
office in the State of Georgia, and shall have a registered
agent whose address is identical with the address of such
registered office, in accordance with the requirements
of the Georgia Nonprofit Corporation Code.
- 1.3 - Other Offices.
- The principal office of the corporation
shall be located in such place as the Board of Directors
may determine from time to time. The corporation may have
other offices at such place or places, within or outside
the State of Georgia, as the Board of Directors may determine
from time to time or the affairs of the corporation may
require or make desirable.
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ARTICLE TWO
Purposes and Governing Instruments
- 2.1 - Nonprofit Corporation.
- The corporation shall be organized and
operated as a nonprofit corporation under the provisions
of the Georgia Nonprofit Corporation Code.
- 2.2 - Purposes.
- The corporation is organized and shall
be operated to promote the common business interests
of providers of wireless data service, the interoperability
of wireless data systems, and the mobility of wireless
data customers, including:
- To adopt policies and procedures
for the assignment of unique wireless data identifiers
and to assign and administer such identifiers;
- To adopt policies and procedures
for the allocation, assignment, management and
registration of Internet Protocol ("IP"),
Connectionless Network Protocol ("CLNP")
and other addresses used to identify wireless
data network entities, and to allocate, re-allocate,
assign, reassign, register and manage such addresses;
- to adopt common technical standards
for the transfer of data between wireless data
infrastructure equipment and the Members' systems,
as necessary to enable interoperability;
- to engage third parties to assist
the Members of the corporation in carrying out
the activities of the corporation, including
without limitation to establish and operate one
or more WDSPCO Network Operation Centers;
- to determine the future need for
IP, CLNP and other addresses and take all steps
appropriate or necessary to obtain additional
allocations of such addresses;
- to coordinate and facilitate centralized
network information control and network operations
control activities for the Members of the corporation,
including border router arbitration, mediation
and change coordination; and
- in furtherance of any of the foregoing,
the corporation shall exercise all other power
and authority enjoyed by corporations generally
by virtue of the provisions of the Georgia Nonprofit
Corporation Code, within and subject to the limitations
of section 501(c)(6) of the Internal Revenue
Code, including the authority to perform all
acts necessary or incidental to the above and
to do whatever is deemed necessary, useful, advisable,
or conducive, directly or indirectly, as determined
by the Board of Directors, to carry out any of
the purposes of the corporation, as set forth
in these Bylaws and the corporation's Articles
of Incorporation.
The corporation shall serve only such purposes and functions and shall
engage only in such activities as are consonant with the purposes set forth
in this Article Two and as are entitled to tax-exempt status under section
501(c)(6) of the Internal Revenue Code.
- 2.3 - Governing Instruments.
- The corporation shall be governed by
its Articles of Incorporation and these Bylaws.
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ARTICLE THREE
Membership
- 3.1 - Membership
-
- For purposes
of these Bylaws, Commercial Radio Service (“CMRS”)
is defined, as defined by the Federal Communications
Commission, as a mobile service that is: (1) (a)
provided for profit, i.e., with the intent of receiving
compensation or monetary gain; (b) an interconnected
service; and (c) available to the public, or to
such classes of eligible users as to be effectively
available to a substantial portion of the public;
or (2) the functional equivalent of such a mobile
service.
- Voting Membership membership
in the corporation is open to facilities-based
CMRS providers that:
- are licensed (or have one
or more affiliates that are licensed) to
provide wireless two-way radio communication
services by the Federal Communications Commission
or by the equivalent government licensing
body in the jurisdiction where the service
provider is providing service;
- are actively engaged in the
business of providing wireless data services
to its customers or in building or acquiring
the infrastructure and/or systems necessary
to provide such services (examples of wireless
data services include, without limitation,
data services provided through the following
protocols or standards – CDPD, GSM/GPRS,
UMTS, Satellite (2170-2200 MHz), CDMA, 1XRTT,
and WCDMA);
- provide wireless data services
in a geographical area within the jurisdiction
of the American Registry for Internet Numbers
(“ARIN”); provided, however,
that current Members of the corporation as
of April 5, 2002, may continue to use their
IP and CLNP addresses solely for CDPD services
without regard for this requirement; and
- have executed a Membership
agreement in the form then approved for admission
of new Members by the Board of Directors
(the "Voting Membership Agreement")
and performed all covenants and obligations
set forth therein as a condition precedent
to membership in the corporation; and
- have paid all dues and other
amounts arising out of or relating to membership
in the corporation, including amounts required
pursuant to the Voting Membership Agreement
or these Bylaws.
The facilities-based wireless data service providers that meet the
qualifications of (b)(i) through (b)(v) above shall be called "Voting
Members."
- Non-Voting Membership in the corporation
is open to facilities-based CMRS service providers that:
- are licensed (or have one
or more affiliates that are licensed) to
provide wireless two-way radio communication
services by the Federal Communications Commission
or by the equivalent government licensing
body in the jurisdiction where the service
provider is providing service;
- are actively engaged in the
business of providing wireless data services
to its customers or in building or acquiring
the infrastructure and/or systems necessary
to provide such services (examples of wireless
data services include, without limitation,
data services provided through the following
protocols or standards – CDPD, GSM/GPRS,
UMTS, Satellite (2170-2200 MHz), CDMA, 1XRTT,
and WCDMA);
- (iii) have executed a membership
agreement in the form then approved for admission
of new Service-Only Members by the Board
of Directors (the "Non-Voting Membership
Agreement") and perform all covenants
and obligations set forth therein as a condition
precedent to Service-Only Membership in the
Corporation; and
- (iv) provide wireless data
services in a geographical area within the
jurisdiction of the American Registry for
Internet Numbers (“ARIN”); provided,
however, that current Members of the corporation
as of April 5, 2002, may continue to use
their IP and CLNP addresses solely for CDPD
services without regard for this requirement;
and
- have paid all dues and other
amounts arising out of or relating to Membership
in the corporation, including amounts required
pursuant to the Non-Voting Membership Agreement
or these Bylaws.
The facilities-based CMRS providers that meet the qualifications of
(c)(i) through (c)(v) above shall be called the "Service-Only
Members."
- Non-Carrier, Non-Voting
Membership in the corporation is open
to entities that:
- currently provide intercarrier
connection services to an existing Voting
or Non-Voting Member of the corporation,
currently provide mobile data intermediate
system services (“MD-IS”) to
licensed, facilities-based CMRS providers
using the CDPD specification, or are actively
engaged in designing, building or acquiring
the infrastructure and/or systems necessary
to provide such services;
- have executed a membership
agreement in the form then approved for admission
of new Non-Carrier, Service-Only Members
by the Board of Directors (the “Non-Carrier,
Non-Voting Membership Agreement”) and
performed all covenants and obligations set
forth therein as a condition precedent to
Non-Carrier, Service-Only Membership in the
Corporation; and;
- have paid all dues and
other amounts arising out of or relating
to Membership in the corporation, including
amounts required pursuant to the Non-Carrier,
Non-Voting Membership Agreement or these
Bylaws
The entities that meet the qualifications of (d)(i) through (d)(iii)
above shall be called “Non-Carrier, Service-Only Members.” The
Voting Members, Service-Only Members, and Non-Carrier, Service-Only
Members, collectively are sometimes called the “Members."
- The Board of Directors shall have the authority to modify
the Voting Membership Agreement, the Non-Voting Membership Agreement, and
the Non-Carrier, Non-Voting Membership Agreement (collectively the “Membership
Agreements”) from time to time and to require informational applications
from prospective Members. In modifying the form of the Membership Agreements,
the Board of Directors shall determine whether existing Members shall be
required to enter into the new form of the appropriate agreement and when
the existing Members must submit the new form of the appropriate agreement.
The Members of the corporation shall include only such corporations or other
business entities that have been approved for membership in the corporation
by the Board of Directors or an authorized officer of the Corporation. Each
organization that is a Member shall advise the Secretary of the corporation
of the name and address of the individual person authorized to represent
such organization. The individual designated as the representative for an
organization that is a Member shall be able to exercise, on behalf of the
organization that he or she represents, all the rights and privileges of
a Member of the corporation.
- 3.2 - Qualifications of Members.
- Only Members in good standing as defined
in these Bylaws shall be entitled to enjoy the privileges
of membership in the corporation. Applicants shall
become Members through proper application to the corporation
and approval by the Board of Directors, and, by executing
the appropriate form of the Membership Agreements,
agreeing to be bound by the rules and regulations of
the corporation. The Board of Directors shall be required
to review the qualifications for membership in the
corporation on a regular basis. The Board of Directors,
by the affirmative vote of at least two-thirds of its
Members, shall have the power and authority to modify
the qualifications for Membership in the corporation
from time to time; provided, however, any such modification
must be consistent with the corporation's purposes
and not result in a repeal of the corporation's tax-exempt
status. The Board of Directors is empowered to provide
such means of ascertaining the qualifications, rights,
and responsibilities of Members of each class of membership
as it may deem necessary or desirable. The Board of
Directors may delegate the powers conferred by this
section to such committee as it may designate. Members
may be further divided into such classes or classifications
as the Board of Directors shall determine. The Board
of Directors shall review all information applications
from prospective Members and may amend the qualifications
for membership in the corporation such that an applicant
may be eligible for membership.
- 3.3 - Rights of Members.
-
- Voting Members in good standing
shall be entitled to vote for members of the Board
of Directors of the corporation, hold office in
the corporation, participate in the management
of the corporation, or otherwise enjoy the privileges
of membership in the corporation.
- Service-Only Members shall only
enjoy the right to obtain IP, CLNP, and other address
space subject to such terms and conditions as the
Board of Directors may set from time to time for
the use of such address space.
- Non-Carrier, Service-Only Members
shall only enjoy the right to obtain IP, CLNP,
and other address space subject to such terms and
conditions as the Board of Directors may set from
time to time for the use of such address space.
- 3.4 - Responsibilities of Membership.
- The Board of Directors may adopt, by
majority vote, such rules and regulations for the conduct
of its business and the business of the corporation
as shall be deemed advisable, and may, in the execution
of the powers granted, delegate certain of its authority
and responsibility to one or more committees, including
an executive committee. In dealing with the corporation,
or facilities or activities sponsored by the corporation,
each Member will comply with the rules and procedures
approved by the Board of Directors or its designee.
Each Member shall comply with its obligations under
the appropriate form of the Membership Agreement to
which the Member is a party. If the Board of Directors
modifies the form of any of the Membership Agreements
for the corporation, each Member shall execute the
appropriate form of the modified Membership Agreements,
as required by the Board of Directors.
- 3.5 - Voting Rights.
- Only Voting Members in good standing
of the corporation shall be entitled to vote and then
only on matters provided for in these Bylaws and on
matters submitted by the Board of Directors to a vote
of the Voting Member. Each such Voting Member shall
be entitled to one vote on each matter submitted to
a vote of the Voting Members unless otherwise determined
by the Board of Directors. Except for the election
of directors as provided in these Bylaws or as determined
from time to time by the Board of Directors in its
sole discretion, Voting Members shall not have voting
rights.
- 3.6 - Termination of Membership.
- By the unanimous vote of directors then
in office (except for those directors disqualified
in accordance with these Bylaws or by a conflict of
interest), the Board of Directors may terminate the
membership of any Member who becomes ineligible for
membership, or suspend or expel any Member who shall
be in default in the payment of dues or who shall fail
to comply with rules of the corporation or the terms
of the appropriate form of the Membership Agreement
entered into by the Member. No suspension or expulsion
of a Member or termination of membership shall be made
by the Board of Directors unless written notice of
such proposed action and the reasons therefor shall
have been given to such Member at least thirty (30)
days prior to the taking of such action and, such Member
shall have been afforded a reasonable opportunity to
be heard, orally or in writing, not less than five
(5) days prior to the effective date of the expulsion,
suspension, or termination of membership.
- 3.7 - Resignation.
- Any Member may resign by filing a written
notice of resignation with the secretary of the corporation
or with such other person as the Board of Directors
shall designate from time to time. However, such resignation
shall not relieve the Member so resigning of the obligation
to pay any dues, assessments, or other charges accrued
and unpaid, as required under the appropriate form
of the Membership Agreement entered into by the Member.
- 3.8 - Reinstatement.
- Upon written request signed by a former
Member and filed with the Secretary of the corporation
or with such other person as the Board of Directors
may designate, the Board of Directors may reinstate
such former Member to membership upon such terms and
subject to such conditions as the Board of Directors
shall determine. However, no former Member shall be
eligible for reinstatement unless such former Member
otherwise meets all applicable qualifications and requirements
for membership, including execution of the then current
appropriate form of the Membership Agreements and has
paid in full any dues, assessments, or other charges
owing to the corporation.
- 3.9 - Transfer of Membership.
- Membership in the corporation shall
not be transferable or assignable. In the event of
a division or separation or reorganization within an
organization which is a Member of the corporation,
each new organization resulting and/or continuing from
such division or separation or reorganization shall
be treated as a new applicant for membership according
to these Bylaws and such procedures as the Board of
Directors may prescribe. In the event that all or substantially
all of the business and/or assets of a Member relating
to WDSPCO services is acquired by another Member, whether
in connection with a sale of assets, merger or other
business combination, the membership of the two Members
shall be consolidated into one membership by the surviving
entity.
- 3.10 - Rules and Standards of
Conduct.
- Members shall abide by such ethical
standards and standards of conduct as may from time
to time be adopted for the corporation by the Board
of Directors. Members that participate in, use, or
enjoy the benefits of any activities or facilities
sponsored by the corporation shall comply with any
and all rules relating to such activities or facilities
as may be established by the Board of Directors. Any
Member in violation of any such rules, ethical standards
or standards of conduct shall be subject to such sanctions
as the Board of Directors may determine in its discretion,
including termination or suspension of membership.
ARTICLE FOUR
Meetings of Members
- 4.1 - Place of Meetings.
- Annual and special meetings of the Members
may be held at any place within or outside the State
of Georgia as set forth in the notice thereof or in
the event of a meeting held pursuant to waiver of notice,
as may be set forth in the waiver, or if no place is
so specified, at the principal office of the corporation.
- 4.2 - Annual Meeting.
- An annual meeting of Members shall be
held on the second Tuesday in March or at such other
time as the Board of Directors shall determine and
notify the membership, for the purpose of electing
directors and transacting any and all other business
that may properly come before the meeting. If the election
of directors is not held on the day prescribed herein
for any annual meeting, or at a substitute annual meeting,
or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting
of the Members as soon thereafter as may be possible.
- 4.3 - Substitute Annual Meetings.
- If the annual meeting is not held at
the time designated in Section 4.2, any business, including
the election of directors, which might properly have
been acted upon at that meeting may be acted upon at
any subsequent Members' meeting held pursuant to these
Bylaws.
- 4.4 - Notice of Annual Meeting.
- Unless waived as contemplated in Section
7.2 or by attendance at the meeting, notice of the
time, date and place of such annual meeting shall be
given in any manner permitted by these Bylaws to each
Member, at least ten and not more than sixty days before
the meeting.
- 4.5 - Special Meetings; Notice.
- Special meetings of the Members may
be called at any time by the president or by the Board
of Directors. Special meetings of the Members or a
special meeting in lieu of the annual meeting of the
Members shall be called by the corporation upon the
written request of not less than one-fourth (1/4) of
the Voting Members. Notice of the time, date place
and purpose of any special meeting of the Members shall
be given in any manner permitted by these Bylaws, at
least ten and not more than sixty days before the meeting.
- 4.6 - Waiver.
- Attendance by a Member at a meeting
shall constitute waiver of notice of such meeting,
except where a Member attends a meeting for the express
purpose of objecting to the transaction of business
because the meeting is not lawfully called. See also
Article Seven ("Notice and Waiver").
- 4.7 - Quorum.
- At all meetings of the Members the presence,
in person or by proxy, of fifty percent (50%) or more
of the Voting Members entitled to vote at such meeting
(as determined by the Board of Directors) shall constitute
a quorum for the transaction of business. If a quorum
is present, a majority of the Voting Members entitled
to vote who are present at any meeting shall determine
any matter coming before the meeting unless a different
vote is required by statute, by the articles of incorporation,
by these Bylaws. At a meeting at which a quorum is
present the Members may continue to transact business
until adjournment, notwithstanding the withdrawal of
enough Members to leave less than a quorum.
- 4.8 - Voting.
- Voting on all matters shall be by voice
vote or by show of hands unless any qualified voter,
prior to the voting on any matter, demands vote by
ballot. To the extent permitted by law, voting on any
action submitted to the Voting Members may be conducted
by mail, by telephonic communication, or by any other
electronic means that the Board of Directors deems
reasonable.
- 4.9 - Presiding Officer.
- The president or, in the absence of
the president, a vice president, of the corporation
shall preside at all meetings of the Members; or in
the absence of both the president and the vice presidents,
a chairman, who shall be a member of the Board of Directors,
shall be chosen by the Voting Members present. The
secretary of the corporation shall act as secretary
of all meetings of the Members; but in the absence
of the secretary, the presiding officer may appoint
any person to act as secretary of the meeting.
- 4.10 - Adjournments.
- Any meeting of the Members at which
a quorum is present may be adjourned by a majority
of the Voting Members present at the meeting to reconvene
at a specific time and place. It shall not be necessary
to give notice of the reconvened meeting or of the
business to be transacted, if the time and place of
the reconvened meeting are announced at the meeting
which was adjourned. At any such reconvened meeting
at which a quorum is present, any business may be transacted
which could have been transacted at the meeting which
was adjourned.
- 4.11 - Telephone and Similar
Meetings.
- Members may participate in and hold
a meeting by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other. Participation
in such a meeting shall constitute presence in person
at the meeting, except where a person participates
in the meeting for the express purpose of objecting
to the transaction of any business on the ground that
the meeting is not lawfully called or convened.
- 4.12 - Action by Members Without
a Meeting.
- Any action required by statute to be
taken at a meeting of the Members, or any action which
may be taken at a meeting of the Voting Members, may
be taken without a meeting, by written ballot delivered
to every Voting Member entitled to vote on the matter,
in accordance with applicable provisions of the Georgia
Nonprofit Corporation Code.
ARTICLE FIVE
Board of Directors
- 5.1 - Authority and Responsibility
of the Board of Directors.
-
- Except for the election of members
of the Board of Directors, all corporate power
and authority shall be exercised by or under the
authority of the Board of Directors. The Board
of Directors shall have supervision, control and
direction of the management, affairs and property
of the corporation; shall determine its policies
or changes therein; and shall actively prosecute
its purposes and objectives and supervise the disbursement
of its funds. The Board of Directors may adopt,
by majority vote, such rules and regulations for
the conduct of its business and the business of
the corporation as shall be deemed advisable, and
may, in the execution of the powers granted, delegate
certain of its authority and responsibility to
one or more committees. Under no circumstances,
however, shall any actions be taken which are inconsistent
with the articles of incorporation and these Bylaws;
and the fundamental and basic purposes of the corporation,
as expressed in the articles of incorporation and
these Bylaws, shall not be amended or changed.
- The Board of Directors shall not
permit any part of the net earnings or capital
of the corporation to inure to the benefit of any
Member, director, officer, trustee, or other private
person or individual.
- The Board of Directors may, from
time to time, appoint, as advisors, persons whose
advice, assistance and support may be deemed helpful
in determining policies and formulating programs
for carrying out the purposes and functions of
the corporation.
- The Board of Directors is authorized
to employ such person or persons, including an
executive director or officer, attorneys, directors,
trustees, agents, and assistants, as in its judgment
are necessary or desirable for the administration
and management of the corporation, and to pay reasonable
compensation for the services performed and expenses
incurred by any such person or persons.
- 5.2 - Initial and Regular Boards
of Directors.
- The Board of Directors of the corporation
shall consist of seven (7) persons representing Voting
Members and shall be identical to the 2001 Board of
Directors for CDPD Service Provider Corporation, including
the expiration of the term of office for each Director.
The members of the Board of Directors shall serve until
their respective successors are elected and qualified.
Succeeding these directors, the Board of Directors
shall consist of nine (9) persons representing Voting
Members. All directors shall be elected to serve three-year
terms. The number of directors of the corporation may
only be increased upon the affirmative vote of at least
two-thirds of the full Board of Directors. The Board
of Directors shall have the sole authority to appoint
the directors to fill the vacancies created by an expansion
of the number of directors. The Voting Members shall
not have any authority to determine or change the number
of directors of the corporation, or the manner in which
the directors are elected.
- 5.3 - Qualification of Directors.
- Each director of the corporation shall
be an officer, director or employee of a Voting Member
in good standing of the corporation.
- 5.4 - Manner of Election and
Term of Office.
-
- In the event of the death, resignation,
retirement, disqualification or renewal of a member
of the Board of Directors prior to the expiration
of such member's term, the remaining members of
the Board of Directors shall appoint a successor
to serve the balance of such term which successor
shall be designated by the same Voting Member as
the director being succeeded represented. In the
event that such Member does not designate a succeeding
director within 30 days of the death, resignation,
retirement, disqualification or renewal of such
director or the Voting Member which the director
being succeeded represented has ceased to be a
Voting Member in good standing of the corporation,
then the Board of Directors shall designate a person
to serve on the Board of Directors.
- Except in case of death, written
resignation, retirement, disqualification, or removal,
each director shall serve until the next succeeding
annual meeting and thereafter until his or her
successor is elected and qualifies or until the
number of directors is decreased by the Board of
Directors.
- 5.5 - Removal.
- A director may be removed only by the
affirmative vote of a majority of the Board of Directors,
and may be removed with or without cause. A director
shall automatically be removed at any time that he
or she fails to satisfy the qualifications for directors,
as set forth in these Bylaws. A removed director's
successor may be appointed by the Board of Directors
at the same meeting to serve the unexpired term.
- 5.6 - Vacancies.
- Following the Initial Term, any vacancy
occurring on the Board of Directors, other than by
reason of an increase in the number of directors, shall
be filled for the unexpired term by the Board of Directors,
and if the directors remaining in office constitute
fewer than a quorum of the Board of Directors, they
may fill the vacancy by the affirmative vote of a majority
of all the directors remaining in office. A vacancy
occurring on the Board of Directors by reason of an
increase in the number of directors shall be filled
by action of the Board of Directors for a term of office
continuing until the next election of directors by
the Voting Members of the corporation and until the
election and qualification of a successor.
- 5.7 - Committees of the Board
of Directors.
- By resolution adopted by a majority
of the full Board of Directors, the Board of Directors
may designate from among its members one or more committees,
each consisting of two (2) or more directors. Except
as prohibited by law, each committee shall have the
authority as set forth in these Bylaws and in the resolution
establishing said committee. See also Article Ten ("Committees
of Directors").
- 5.8 - Compensation.
- Nothing contained in the governing instruments
of the corporation shall be construed to prevent any
director from receiving reasonable compensation for
services rendered to, and in furtherance of the purposes
and functions of, the corporation.
ARTICLE SIX
Meetings of the Board of Directors
- 6.1 - Place of Meetings.
- Meetings of the Board of Directors may
be held at any place within or outside the State of
Georgia as set forth in the notice thereof or in the
event of a meeting held pursuant to waiver of notice,
as may be set forth in the waiver, or if no place is
so specified, at the principal office of the corporation.
- 6.2 - Annual Meeting; Notice.
- An annual meeting of the Board of Directors
may be held at the principal office of the corporation
or at such other place as the Board of Directors shall
determine on such day and at such time as the Board
of Directors shall designate. Unless waived as contemplated
in Section 7.2, notice of the time and place of such
annual meeting shall be given in any manner permitted
by these Bylaws not less than ten (10) days before
such meeting.
- 6.3 - Regular Meetings, Notice.
- Regular meetings of the Board of Directors
may be held from time to time between annual meetings
at such times and at such places as the Board of Directors
may prescribe. Notice of the time and place of each
such regular meeting shall be given in any manner permitted
by these Bylaws, not less than seven (7) days before
such regular meeting.
- 6.4 - Special Meetings; Notice.
- Special meetings of the Board of Directors
may be called by or at the request of the president
or by any two (2) of the directors in office at that
time. Notice of the time, place and purpose of any
special meeting of the Board of Directors shall be
given in any manner permitted by these Bylaws at least
twenty-four (24) hours before such meeting.
- 6.5 - Waiver.
- Attendance by a director at a meeting
shall constitute waiver of notice of such meeting,
except where a director attends a meeting for the express
purpose of objecting to the transaction of business
because the meeting is not lawfully called. See also
Article Seven ("Notice and Waiver").
- 6.6 - Quorum.
- At meetings of the Board of Directors,
a majority of the directors then in office shall be
necessary to constitute a quorum for the transaction
of business. In no case, however, shall less than two
(2) directors constitute a quorum.
- 6.7 - Vote Required for Action.
- Except as otherwise provided in these
Bylaws or by law, the act of a majority of the directors
present at a meeting at which a quorum is present at
the time shall be the act of the Board of Directors.
Adoption, amendment and repeal of a bylaw is provided
for in Article Fifteen of these Bylaws. Vacancies in
the Board of Directors may be filled as provided in
Section 5.6 of these Bylaws.
- 6.8 - Action by Directors Without
a Meeting.
- Any action required or permitted to
be taken at a meeting of the Board of Directors may
be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by not
less than a majority of the members of the Board of
Directors then in office. Such consent shall have the
same force and effect as an affirmative vote at a meeting
duly called. The signed consent, or a signed copy,
shall be placed in the minute book.
- 6.9 - Telephone and Similar
Meetings.
- Directors may participate in and hold
a meeting by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other. Participation
in such a meeting shall constitute presence in person
at the meeting, except where a person participates
in the meeting for the express purpose of objecting
to the transaction of any business on the grounds that
the meeting is not lawfully called or convened.
- 6.10 - Adjournments.
- A meeting of the Board of Directors
at which a quorum is present may be adjourned by a
majority of the directors present to reconvene at a
specific time and place. It shall not be necessary
to give notice of the reconvened meeting or of the
business to be transacted, other than by announcement
at the meeting which was adjourned. At any such reconvened
meeting at which a quorum is present, any business
may be transacted which could have been transacted
at the meeting which was adjourned.
- 6.11 - Proxies.
- There shall be no voting by proxy at
meetings of the Board of Directors, or any committee
thereof.
- 6.12 - Conflicts of Interest.
- The Board of Directors, by action of
the majority of its members, may exclude any director
from voting on any action with respect to which such
director is determined to have a conflict of interest.
A director shall automatically be excluded from any
vote taken to terminate or suspend the membership in
the corporation of the Voting Member that the individual
director represents. All other determinations regarding
conflicts of interest shall be made by action of a
majority of the directors. Action by the directors
regarding conflicts of interest shall be in addition
to and not in lieu of the obligations of each director
with respect to conflicting interest transactions as
set forth in the Georgia Nonprofit Corporation Code.
ARTICLE SEVEN
Notice and Waiver
- 7.1 - Procedure.
- Whenever these Bylaws require notice
to be given to any Member or director, the notice shall
be given in accordance with this Section 7.1. Notice
under these Bylaws shall be in writing, including any
means of communication that allows the recipient to
read (rather than merely hear) the notice that is sent.
Notice may be delivered by hand delivery, telegraph,
teletype, electronic mail or other form of wire or
wireless communication; or by mail or private carrier.
If these forms of personal notice are impracticable,
notice may be communicated by a newspaper of general
circulation in the area where published, or by radio,
television, or other form of public broadcast communication.
Written notice, if in a comprehensible form, is effective
at the earliest of the following:
- When received or when delivered,
properly addressed, to the addressee's last known
principal place of business or residence;
- Five (5) days after its deposit
in the mail, as evidenced by the postmark, if
mailed with first-class postage prepaid and correctly
addressed; or
- On the date shown on the return
receipt, if sent by registered or certified mail,
return receipt requested, and the receipt is
signed by or on behalf of the addressee.
In calculating time periods for notice, when a period of time measured
in days, weeks, months, years, or other measurement of time is prescribed
for the exercise of any privilege or the discharge of any duty, the first
day shall not be counted but the last day shall be counted.
- 7.2 - Waiver.
- A Member or director may waive any notice
before or after the date and time stated in the notice.
Except as provided herein, the waiver must be in writing,
signed by the Member or director entitled to the notice,
and delivered to the corporation for inclusion in the
minutes or filing with the corporate records. A Member's
or director's attendance at or participation in a meeting
waives any required notice to him or her of the meeting
unless the Member or director at the beginning of the
meeting (or promptly upon his or her arrival) objects
to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent
to action taken at the meeting.
ARTICLE EIGHT
Contributors
- 8.1 - Contributors.
- Persons and organizations who make any
donations, contributions of money or property to the
corporation, or who devote -their time and service
to the corporation, may receive from the Board of Directors
a certificate or other evidence of appreciation in
such form as the Board of Directors may prescribe.
Such persons and organizations shall not, as donors
or contributors to the corporation, be entitled to
vote or otherwise to participate in the affairs of
the corporation. The Board of Directors may establish
various classes of such donors or contributors, each
such class designated according to size of gift or
contribution. The Board of Directors shall also be
authorized to recognize persons and organizations who
make gifts or contributions to or for the benefit of
the corporation in such manner as the Board of Directors
shall determine.
ARTICLE NINE
Officers
- 9.1 - Number and Qualifications.
- The executive officers of the corporation
shall consist of a chairman, a president, one or more
vice presidents, as determined or designated by the
Board of Directors, a secretary, and a treasurer. The
Board of Directors may from time to time create and
establish the duties of such other officers or assistant
officers as it deems necessary for the efficient management
of the corporation; but the corporation shall not be
required to have at any time any officers other than
a president, a secretary, and a treasurer. Any two
(2) or more offices may be held by the same person.
- 9.2 - Election and Term of Office.
- The executive officers of the corporation,
including the chairman, the president, the vice presidents,
the secretary, and the treasurer shall be elected by
the Board of Directors of the corporation. Such officers
shall serve for terms of one (1) year and thereafter
until their successors have been elected and have qualified,
or until their earlier death, resignation, removal,
retirement, or disqualification. Any other officers
or assistant officers appointed by the Board of Directors
under Section 9.1 of these Bylaws shall serve at the
will of the Board of Directors and until their successors
have been elected and qualified, or until their earlier
death, resignation, removal, retirement, or disqualification.
- 9.3 - Other Agents.
- The Board of Directors may appoint from
time to time such agents as it may deem necessary or
desirable, each of whom shall hold office during the
pleasure of the board, and shall have such authority
and perform such duties and shall receive such reasonable
compensation, if any, as the Board of Directors may
from time to time determine.
- 9.4 - Removal.
- Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board
of Directors whenever in its judgment the best interests
of the corporation will be served thereby. However,
any such removal shall be without prejudice to the
contract rights, if any, of the officer or agent so
removed.
- 9.5 - Vacancies.
- A vacancy in any office arising at any
time and from any cause may be filled for the unexpired
term at any meeting of the Board of Directors.
- 9.6 - Chairman.
- The chairman shall preside at all meetings
of the Board of Directors. The chairman shall also
serve as a member, with right to vote, of any executive
committee of the Board of Directors. The chairman shall
perform such other duties and have such other authority
and powers as the Board of Directors may from time
to time prescribe.
- 9.7 - President.
- The president shall be the chief executive
officer of the corporation and, as such, shall exercise
general supervision of all operations and personnel
of the corporation, including determination of compensation
to be paid any employee other than himself or herself
for services rendered to the corporation, subject to
the control of the Board of Directors. The president
shall be authorized to sign checks, drafts, and other
orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the corporation,
grant requests, and statements and reports required
to be filed with state or federal officials or agencies;
and the president shall be authorized to enter into
any contract or agreement and to execute in the corporate
name, along with the treasurer or the secretary, any
instrument or other writing; and he or she shall see
that all orders and resolutions of the Board of Directors
are carried into effect. The president shall have the
right to supervise and direct the management and operation
of the corporation and to make all decisions as to
policy and otherwise which may arise between meetings
of the Board of Directors, and the other officers and
employees of the corporation shall be under his or
her supervision and control during such interim. The
president shall perform such other duties and have
such other authority and powers as the Board of Directors
may from time to time prescribe.
- 9.8 - Vice Presidents.
- The vice presidents, in the order of
their seniority, unless otherwise determined by the
president or by the Board of Directors, shall, in the
absence or disability of the president, perform the
duties and have the authority and exercise the powers
of the president. They shall perform such other duties
and have such other authority and powers as the Board
of Directors may from time to time prescribe or as
the president may from time to time delegate.
- 9.9 - Secretary.
-
- The secretary shall attend all meetings
of the members and the Board of Directors and record,
or cause to be recorded, all votes, actions and
the minutes of all proceedings in a book to be
kept for that purpose and shall perform, or cause
to be performed, like duties for the executive
and other committees when required.
- The secretary shall give, or cause
to be given, notice of all meetings of the Board
of Directors.
- The secretary shall keep in safe
custody the seal of the corporation and, when authorized
by the Board of Directors or the chairman or the
president, affix it to any instrument requiring
it. When so affixed, it shall be attested by his
or her signature or by the signature of the treasurer
or an assistant secretary.
- The secretary shall be under the
supervision of the president. He or she shall perform
such other duties and have such other authority
and powers as the Board of Directors may from time
to time prescribe or as the president may from
time to time delegate.
- 9.10 - Assistant Secretaries.
- The assistant secretaries, in the order
of their seniority, unless otherwise determined by
the president or by the Board of Directors, shall,
in the absence or disability of the secretary, perform
the duties and have the authority and exercise the
powers of the secretary. They shall perform such other
duties and have such other powers as the Board of Directors
may from time to time prescribe or as the president
may from time to time delegate.
- 9.11 - Treasurer.
-
- The treasurer shall have the custody
of the corporate funds and securities and shall
keep full and accurate accounts of receipts and
disbursements of the corporation, or shall have
such accounts maintained, and shall deposit, or
have deposited, all moneys and other valuables
in the name and to the credit of the corporation
into depositories designated by the Board of Directors.
- The treasurer shall disburse the
funds of the corporation, or have such funds disbursed,
as ordered by the Board of Directors, and prepare
financial statements, or have financial statements
prepared, each month or at such other intervals
as the Board of Directors shall direct.
- If required by the Board of Directors,
the treasurer shall give the corporation a bond
(in such form, in such sum, and with such surety
or sureties as shall be satisfactory to the board)
for the faithful performance of the duties of his
or her office and for the restoration to the corporation,
in case of his or her death, resignation, retirement,
or removal from office of all books, papers, vouchers,
money and other property of whatever kind in his
or her possession or under his or her control belonging
to the corporation.
- The treasurer shall perform such
other duties and have such other authority and
powers as the Board of Directors may from time
to time prescribe or as the president may from
time to time delegate.
- 9.12 - Assistant Treasurers.
- The assistant treasurers, in the order
of their seniority, unless otherwise determined by
the president or by the Board of Directors, shall,
in the absence or disability of the treasurer, perform
the duties and have the authority and exercise the
powers of the treasurer. They shall perform such other
duties and have such other powers as the Board of Directors
may from time to time prescribe or as the president
may from time to time delegate.
ARTICLE TEN
Committees of Directors
- 10.1 - Executive Committee.
- The Board of Directors may appoint an
executive committee consisting of at least five (5)
directors of the corporation one of whom shall be the
chairman of the corporation. Each member of the executive
committee shall be a current director of the corporation.
The executive committee shall have and may exercise
the full power and authority of the full Board of Directors,
except that the executive committee may not:
- Authorize distributions;
- Approve or recommend to the Voting
Members the dissolution, merger, or the sale,
pledge, or transfer of all or substantially all
of the corporation's assets;
- Elect, appoint, or remove directors
or fill vacancies on the Board of Directors or
on any of its committees;
- Adopt, amend, or repeal the articles
or Bylaws; or
- Take any action that, pursuant
to the Bylaws, expressly requires the affirmative
vote of two-thirds or more of the Board of Directors;
or
- Take any action that is contrary
to an action taken or approved by the full Board
of Directors.
- 10.2 - Finance Committee.
- The Board of Directors may appoint a
finance committee consisting of the president and the
treasurer of the corporation, together with such other
persons as the Board of Directors may select. The finance
committee shall have responsibility for planning the
corporation's financial affairs, including the short-term
and long-term budgets of the corporation, the investment
and management of the assets of the corporation, and
distributions and disbursements of funds, and such
other financial matters as may be assigned to it from
time to time. In its budgetary functions, the finance
committee shall review, approve, and administer the
development of current and long-term budgets of income
and expenditures of the corporation, recommend such
budgets for approval, and review and report on actual
performance against approved budgets. It shall assure
that the accounting records, procedures, and reports
of the corporation are adequate to enable this committee
effectively to meet its budgetary and financial responsibilities.
The finance committee shall have the responsibility
of ensuring that operations of the corporation are
conducted in accordance with approved budgets. The
finance committee shall also have responsibility for
overseeing, reviewing, evaluating, and approving the
management and investment of the assets of the corporation.
No personal liability shall attach to any member of
the finance committee for losses resulting from the
exercise in good faith of his or her judgment in any
decisions affecting the finances or the investments
of the corporation, or from the exercise of his or
her judgment in the purchase or sale of securities
and the investment of assets of the corporation.
- 10.3 - Other Committees of Directors.
- Other committees, each consisting of
two (2) or more directors, not having and exercising
the authority of the Board of Directors in the management
of the corporation may be designated by a resolution
adopted by a majority of directors present at a meeting
at which a quorum is present. Except as otherwise provided
in such resolution, members of each such committee
shall be appointed by the president of the corporation.
Any member of any committee may be removed by the person
or persons authorized to appoint such member whenever
in their judgment the best interests of the corporation
shall be served by such removal.
- 10.4 - Advisory and Other Committees.
- The Board of Directors may provide for
such other committees, including committees, advisory
groups, boards of governors, etc., consisting in whole
or in part of persons who are not directors of the
corporation, as it deems necessary or desirable, and
discontinue any such committee at its pleasure. It
shall be the function and purpose of each such committee
to advise the Board of Directors; and each such committee
shall have such powers and perform such specific duties
or functions, not inconsistent with the articles of
incorporation of the corporation or these Bylaws, as
may be prescribed for it by the Board of Directors.
Appointments to and the filling of vacancies on any
such other committees shall be made by the president
of the corporation, unless the Board of Directors otherwise
provides. Any action by each such committee shall be
reported to the Board of Directors at its meeting next
succeeding such action and shall be subject to control,
revision, and alteration by the Board of Directors,
provided that no rights of third persons shall be prejudicially
affected thereby.
- 10.5 - Term of Appointment.
- Each member of a committee shall continue
as such until the next annual meeting of the Board
of Directors and until his or her successor is appointed,
unless the committee shall be sooner terminated, or
unless such member shall be removed from such committee,
or unless such member shall cease to qualify as a member
thereof.
- 10.6 - Chairman.
- One member of each committee shall be
appointed chairman thereof.
- 10.7 - Vacancies.
- Vacancies in the membership of any committee
may be filled by appointments made in the same manner
as provided in the case of the original appointments.
- 10.8 - Quorum.
- Unless otherwise provided in the resolution
of the Board of Directors designating a committee,
a majority of the whole committee shall constitute
a quorum; and the act of a majority of members present
at a meeting at which a quorum is present shall be
the act of the committee.
- 10.9 - Rules.
- Each committee may adopt rules for its
own government, so long as such rules are not inconsistent
with these Bylaws or with rules adopted by the Board
of Directors.
ARTICLE ELEVEN
Dues
- 11.1 - Annual Dues.
- Annual membership dues, if any, of the
corporation shall be determined by the Board of Directors
from time to time. Dues so established shall be paid
annually or in such other manner as may be established
by the Board of Directors. The dues of a new member
who is elected during any fiscal year may be subject
to proration from the first day of the month in which
such new member is elected, for the remainder of the
fiscal year.
- 11.2 - Termination for Non-Payment
of Dues.
- Subject to the provisions of Section
3.5 above, if any member fails to pay any membership
dues or other amount payable to the corporation, or
its representative or agent, for a period of thirty
(30) days following the date of invoice of such membership
dues or other amounts, his or her membership thereupon
shall be terminated; and he or she shall be so notified
by any officer of the corporation.
- 11.3 - Reinstatement.
- Any organization whose membership has
been terminated for failure to pay dues may be considered
for reinstatement upon submission of a new application
for membership, accompanied by a reinstatement fee
as determined by the Board of Directors. Dues shall
be charged from the date of such reinstatement. See
Section 3.7 ("Reinstatement").
- 11.4 - Power to Waive.
- The Board of Directors may cancel or
waive payment of any dues, assessments, or other indebtedness
of a member for any period.
ARTICLE TWELVE
Contracts, Checks, Deposits, and Funds
- 12.1 - Contracts.
- The Board of Directors may authorize
any officer or officers, employees, agent or agents
of the corporation, in addition to the officers so
authorized by these Bylaws, to enter into any contract
or execute and deliver any instrument in the name and
on behalf of the corporation. Such authority must be
in writing and may be general or confined to specific
instances.
- 12.2 - Checks, Drafts, Notes,
Etc.
- All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed
by such officer or officers, employees, agent or agents,
of the corporation and in such other manner as may
from time to time be determined by resolution of the
Board of Directors. In the absence of such determination
by the Board of Directors, such instruments shall be
signed by the treasurer or an assistant treasurer and
countersigned by the president or a vice president
of the corporation.
- 12.3 - Deposits.
- All funds of the corporation shall be
deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories
as the Board of Directors may select.
- 12.4 - Gifts.
- The Board of Directors may accept on
behalf of the corporation any contribution, gift, bequest,
or devise for the general purposes or for any special
purpose of the corporation.
ARTICLE THIRTEEN
Indemnification and Insurance
- 13.1 - Indemnification.
- In the event that any person who was
or is a party to or is threatened to be made a party
to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative
or investigative, seeks indemnification from the corporation
against expenses, including attorneys' fees (and in
the case of actions other than those by or in the right
of the corporation, judgments, fines and amounts paid
in settlement), actually and reasonably incurred by
him or her in connection with such action, suit, or
proceeding by reason of the fact that such person is
or was a trustee, officer, employee, director, or agent
of the corporation, or is or was serving at the request
of the corporation as a trustee, officer, employee,
director, or agent of another corporation, domestic
or foreign, non-profit or for profit, partnership,
joint venture, trust, or other enterprise, then, unless
such indemnification is ordered by a court, the corporation
shall determine, or cause to be determined, in the
manner provided under Georgia law whether or not indemnification
is proper under the circumstances because the person
claiming such indemnification has met the applicable
standards of conduct set forth in Georgia law; and,
to the extent it is so determined that such indemnification
is proper, the person claiming such indemnification
shall be indemnified to the fullest extent now or hereafter
permitted by Georgia law, including the applicable
provisions of the Georgia Nonprofit Corporation Code.
- 13.2 - Indemnification Not Exclusive
of Other Rights.
- The indemnification provided in Section
13.1 above shall not be deemed exclusive of any other
rights to which those seeking indemnification may be
entitled under the articles of incorporation or Bylaws,
or any agreement, vote of Members or disinterested
directors, or otherwise, both as to action in his or
her official capacity and as to action in another capacity
while holding such office, and shall continue as to
a person who has ceased to be a trustee, officer, employee,
director or agent, and shall inure to the benefit of
the heirs, executors, and administrators of such a
person.
- 13.3 - Insurance.
- To the extent permitted by Georgia law,
the corporation may purchase and maintain insurance
on behalf of any person who is or was a trustee, officer,
employee, director, or agent of the corporation, or
is or was serving at the request of the corporation
as a trustee, officer, employee, director or agent
of another corporation, domestic or foreign, nonprofit
or for profit, partnership, joint venture, trust or
other enterprise.
ARTICLE FOURTEEN
Miscellaneous
- 14.1 - 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 any of the authority of the Board
of Directors. The corporation shall keep at its registered
or principal office a record giving the names and addresses
of the Members and directors and any other information
required under Georgia law.
- 14.2 - Corporate Seal.
- If the Board of Directors determine
that the corporation shall have a corporate seal, the
corporate seal (of which there may be one or more exemplars)
shall be in such form as the Board of Directors may
from time to time determine.
- 14.3 - Fiscal Year.
- The Board of Directors is authorized
to fix the fiscal year of the corporation and to change
the same from time to time as it deems appropriate.
- 14.4 - Internal Revenue Code.
- All references in these Bylaws to sections
of the Internal Revenue Code shall be considered references
to the Internal Revenue Code of 1986, as from time
to time amended, to the corresponding provisions of
any applicable future United States Internal Revenue
Law, and to all regulations issued under such sections
and provisions.
- 14.5 - Construction.
- Whenever the context so requires, the
masculine shall include the feminine and neuter, and
the singular shall include the plural, and conversely.
If any portion of these Bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible:
- The remainder of these bylaws
shall be considered valid and operative; and
- Effect shall be given to the intent
manifested by the portion held invalid or inoperative.
- 14.6 - Table of Contents; Headings.
- The table of contents and headings are
for organization, convenience and clarity. In interpreting
these Bylaws, they shall be subordinated in importance
to the other written material.
- 14.7 - Relation to Articles
of Incorporation.
- These Bylaws are subject to, and governed
by, the articles of incorporation.
ARTICLE FIFTEEN
Amendments
- 15.1 - Power to Amend Bylaws.
- The Board of Directors, by the affirmative
vote of at least two-thirds of its members, shall have
the power to alter, amend, or repeal these Bylaws or
adopt new Bylaws. Unless submitted by the Board of
Directors to the Voting Members of the corporation
for their approval, members shall not have the power
to alter, amend, or repeal these Bylaws or adopt new
Bylaws.
ARTICLE SIXTEEN
Tax-Exempt Status
- 16.1 - Tax-Exempt Status.
- The affairs of the corporation at all
times shall be conducted in such manner as to assure
the corporation's status as an organization qualifying
for exemption from taxation pursuant to section 501(c)(6)
of the Internal Revenue Code.
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