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Article 1. Name and Purpose

Section 101. The name of the Corporation shall be "HCOOP, Inc."

Section 102. The purpose of the Corporation shall be to provide Internet hosting services for the mutual benefit of its members.

Article 2. Membership

Section 201. Membership in the Corporation shall be open to any individuals who are able to meet the requirements of membership.

Section 202. Membership shall be granted by a majority vote by the board.

Section 203. Each member shall have an equal vote in all general membership decisions, and shall have an ownership interest in the Corporation in proportion to the total amount of the member's business with the Corporation since its incorporation, provided that a member's voting rights and ownership interest shall vest only after 45 days of continuous membership in good standing.

Section 204. Before admission to the Corporation, a member shall make a deposit of money in an amount specified by Corporation policy. This deposit shall be returned to a member in good standing upon termination of membership, less any outstanding obligations of a member to the Corporation, as determined by the board.

Section 205. Members shall be charged monthly dues and any other expenses delineated in the Corporation's policies as determined by the board.

Section 206. Members may voluntarily terminate their memberships at any time by notifying the President of their intentions.

Section 207. A member may be expelled for cause by a two-thirds vote of the membership. Such a vote must be called by the board of directors.

Section 208. The board may, by majority vote, expel any member who maintains outstanding debt to the Corporation for three consecutive months or more. This means that the member has paid less than the total dues owed to date.

Section 209. Termination of membership, whether voluntary or involuntary, does not excuse a person's outstanding obligations or debts to the Corporation.

Section 210. The board may suspend a member's privileges, other than the privilege to attend and vote in meetings, by majority vote at any time pending a vote on expulsion.

Article 3. Board of Directors

Section 301. The board of directors shall consist of five members, divided into three classes. Classes 1 and 2 shall consist of two directors each, serving terms of two years, with each class elected on alternate years. Class 3 shall consist of a single director serving for a term of one year, elected annually.

Section 302. Board elections shall be held annually. Only members in good standing may run as candidates in board elections. Each member may vote for up to three candidates, plus an additional vote for each seat, if any, which had been vacant for the 30 days preceding the election and whose natural term was not scheduled to expire at the regular election. The two candidates receiving the most votes shall serve in the board in Class 1 or 2, whichever term is expiring that year, and the candidate receiving the third most votes shall serve sitting in Class 3. Additional seats, if any, which had been vacant for 30 days preceding the election shall be filled by the next ranked runners-up. In case of ties, run-off elections shall be held with each member casting up to one vote per each of the candidates whose votes are tied.

Section 302-a. For the election in 2008 only, members may vote for up to five candidates, with the two candidates receiving the most votes serving in Class 1 for terms of two years, and the candidates receiving the third through the fifth most votes serving in Classes 2 and 3 for terms of one year. In case of ties, run-off elections shall be held with each member casting up to one vote per each of the candidates whose votes are tied.

Section 303. Boardmembers may voluntarily resign their positions at any time.

Section 304. Any boardmember may be removed by a two-thirds majority vote of the general membership at any time.

Section 305. Vacancies in the board shall not be filled with special elections unless the remaining term exceeds 30 days and the total number of directors remaining is less than a majority of the number of seats, in which case a special election shall be held as soon as practicable to fill all vacant seats. Each member may vote for up to a number of candidates equal to the number of vacancies. Candidates receiving the most votes shall take the respective vacant seats having the most remaining time in the term of that seat's class, and shall serve the remaining term of that seat as if taking the place of the previously vacating director.

Section 306. Boardmembers shall receive no compensation beyond reimbursement for expenses incurred in performing their duties.

Section 307. The board shall have regular meetings scheduled at least four times per year, and special meetings as often as necessary.

Section 308. The board shall vote to choose officers from the board of President, Treasurer, and Secretary. Individual boardmembers may serve multiple roles except no boardmember may be both Treasurer and Secretary.

Section 309. The President shall preside over all meetings and maintain order.

Section 310. The Treasurer shall handle the Corporation's financial matters, including preparing financial reports, writing checks, receiving member deposits and dues, and maintaining detailed financial records of the Corporation's business with members. The Treasurer shall submit a proposed budget in December for the following year, and shall be responsible for filing government tax forms.

Section 311. The Secretary shall be responsible for keeping the Corporation's records. The Secretary shall keep logs and minutes for all meetings, as well as copies of all official Corporate documents.

Article 4. Decision-making

Section 401. All meetings, whether of the board or the general membership, shall be open to the entire membership. When possible these meetings should also be open for the general public to observe.

Section 402. All votes shall be made with a public ballot, with the results of the vote recorded in the minutes of the next board meeting.

Section 403. Decisions by the membership as a whole shall be accomplished through a voting system established by the board. Any member may initiate a vote, which must be announced to the entire membership. Members shall have one week from the time of announcement to cast votes on the issue. Vote results shall be determined based on the proportion of "Yes" votes out of total non-abstention votes cast, not out of the entire membership. The vote result shall only be binding if a quorum of twenty percent of the total membership votes on the issue.

Section 404. Members who are not board members are only permitted to call potentially binding votes on revising the bylaws and removing board members.

Section 405. The board may revise the Corporation's policies by majority vote at any board meeting. The Secretary is responsible for keeping and publishing up-to-date editions of the Corporation's policies.

Section 406. The board may take no action unless a quorum of three directors is present and all directors have been given prior notice. Such notice must be at least 48 hours unless the action is approved by a simple majority of the entire board, and all directors may vote by proxy or advance communication without actual presence at any meeting.

Article 5. Amendment

Section 501. The bylaws of the Corporation may be amended by a two-thirds vote of the Corporation's membership.

Article 6. Dissolution

Section 601. Upon dissolution of the Corporation, all assets remaining after the Corporation's liabilities are met shall be distributed among all current and former members in accordance with IRS regulations and statutory requirements for Internal Revenue Code Section 501(c)(12) cooperatives. The board shall be responsible for the liquidation and distribution of all such assets.

Section 602. Termination of membership for any reason shall not forfeit a member's established ownership rights and interests in the Corporation.

HcoopBylaws (last edited 2008-07-07 04:27:53 by localhost)