Bylaws of

FARNET, Inc.

I. Name and Purpose

1. Name. The name of this organization is FARNET. As an unincorporated organization, it was originally known as the Federation of American Research Networks.

2. Purpose. The purpose of the organization is to support the use of networking for academic research and education.

II. Membership

1. Members. There shall be one class of voting members. Although the Board may provide for "associate members" and other forms of nonvoting affiliation, "member" and "membership/index.html" as used in these Bylaws shall refer only to voting members.

2. Qualifications. Membership shall be limited to organizations and individuals subscribing to the purpose of FARNET.

3. Term. Membership shall be on a calendar year basis, effective upon payment of the annual fee according to the scales and categories set by the Board. Fees for new members shall be prorated, except that members joining in the last quarter may be required to pay for the forthcoming calendar year at the time of joining and the Board may provide for one-time initiation fees for new members.

4. Notice of Fee Changes. The secretary shall provide members with 90 days notice of changes in membership fees or fee structure.

5. Termination. Membership shall terminate automatically if the fee is not paid within 60 days of billing date or by the end of the next calendar year for which the fee has been paid, whichever is later. The Board may, by a two-thirds vote of a quorum present, terminate a membership for cause, provided that the member shall have had an opportunity to present its case to the board.

6. Member Representatives. Each member shall designate a representative who shall receive all communications from FARNET and an alternate who may represent the member if the designated representative is not in attendance.

7. Refunds. Prorated refunds of membership fees shall be granted only to members terminated by action of the board.

III. Membership Meetings

1. Annual Meeting. An annual meeting of FARNET shall be held soon after the beginning of the calendar year at such time and place as the Board of Directors shall determine. The purpose of the meeting shall be to elect directors (unless the election is held by mail) and for other business that may be necessary or appropriate to bring before the membership.

2. Notice of Meetings. Notice of the annual meeting and special membership meetings shall be provided to all members at least 30 days in advance. The notice shall include the time, place, and agenda of the meeting.

3. Quorum. One-half of the membership of FARNET, present in person or by proxy, shall constitute a quorum at a membership meeting.

4. Special Meetings. Special meetings of FARNET members may be called by the Board of Directors upon 30 days notice.

5. Proxies. Members may designate other member representatives or the chair of the board or anyone acting in place of the chair to represent them at a specific membership meeting, providing that a proxy statement is delivered to the Secretary of FARNET prior to the meeting. No member shall represent more than two other members by proxy.

IV. Board of Directors

1. Number and Composition. The Board itself shall determine the number of Directors, which shall be no less than five and no more than thirteen. The Board shall provide for five or more directors to be elected by the membership. In addition, the Board itself may appoint no more than three directors. The Board may not terminate a directorship prior to the next annual meeting unless that directorship becomes vacant.

2. Qualifications. An elected Director must be a designated representative, employee, officer, or director of a member organization. If a Director no longer qualifies or if his or her member affiliation changes, the directorship shall be deemed vacant.

3. Election and Term. Directors shall be elected by mailed ballot to be returned prior to the annual meeting or by the members at the annual meeting of FARNET. Directors shall serve staggered two-year terms ending with the annual membership meeting.

4. Vacancies. In the case of elected directors, vacancies may be filled by appointment of the remaining directors or in an election, which may be held at a special meeting of FARNET members or by mailed ballot. Such appointments shall be counted as elected directors under IV.1 but shall terminate at the next annual membership meeting.

5. Removal. A Director may be removed for cause by majority vote

of the entire Board, or without cause by three-fourths majority of the entire Board. Failure to attend three consecutive board meetings shall constitute cause for removal.

6. Chair and Vice Chair. The Directors shall appoint from among themselves a Chair and Vice Chair. The Chair will preside over all board meetings and perform any other duties assigned by the Board or described elsewhere in these bylaws. The vice chair will assume the authority and responsibilities of the chair in the chair's absence or unavailability.

7. Executive Committee. The Chair and Vice Chair of the Board shall compose an Executive Committee which may recommend action and policy to the Board and provide operational and professional guidance and oversight for the Executive Director.

8. Nominations. The Board shall establish a Nominations Committee to solicit and propose candidates for Directors, and committee members. Nominations for elected office shall be submitted to the members by mail 30 days in advance of a ballot mailing or 10 days in advance of the meeting where the election is to be held. Additional nominations may be submitted jointly by any two members by mail within fifteen days after the nominations committee mailing or by any individual member from the floor of the meeting where the election is to be held.

9. Finance Committee. The Board shall establish a Finance Committee to guide and oversee the Treasurer in the preparation of the budget, the financial and tax reports and the annual review or audit of the books.

10. Other Committees. The Board may establish and operate through any committee structure it deems appropriate. Unless otherwise directed by the Board, the Chair of the Board shall have the power to appoint committee chairs and members. Committee members need not be affiliated with a member of FARNET.

V. Meetings of the Board of Directors

1. Annual Meeting. An annual meeting of the Board of Directors shall be held following the annual election of Directors at the annual meeting of FARNET or at another subsequent time and place as they shall designate.

2. Special Meetings. Special meetings of the Board of Directors may be called upon 10 days notice by the Chair or by any two Directors. In general, meetings should be scheduled at preceding meetings and should be held at least quarterly.

3. Quorum. One-half of the Board of Directors shall constitute a quorum.

4. Agenda. The Executive Director and Chair of the Board shall determine an agenda in advance of each meeting, which shall include items of business requested by any two Directors. If an item does not appear on the agenda 10 days in advance of the meeting, any two Directors may request postponement of any action on the item.

5. Form of Meetings. Directors may participate in board meetings by telephone, provided that all participants are able to hear one another. With the approval of two-thirds of the board, a meeting may be held through computer conferencing.

6. Written Consent. In lieu of action at a Board meeting, 2/3 of the Directors then in office may consent in writing to any proposed action.

VI. Officers

1. Officers. There shall be an appointed Executive Director, Secretary, and Treasurer. The officers shall perform the duties customary to their titles and specifically as follows:

2. Executive Director. The Executive Director shall serve as the President of the Corporation, chief executive officer of FARNET and shall be responsible for all operational and legal functions of the organization.

3. Secretary. The Secretary shall be responsible for maintaining the minutes, bylaws, membership records, and other corporate documents and instruments.

4. Treasurer. The Treasurer shall be responsible for custody and maintenance of the treasury and all financial accounts.

5. Other Positions. The Board may delegate duties to such other positions as it may deem necessary to ensure the efficient conduct of FARNET's business.

VII. Amendments

These Bylaws may be amended by a three-fifths majority vote at a directors meeting, by majority vote at a members meeting, or by written consent of a majority of the membership.

VIII. Dissolution

The members have no interest in FARNET's assets. Upon dissolution the assets shall be transferred to a successor organization of the same general purpose and qualifying under Section 501(c)(3) of the Internal Revenue Code or to such charitable or educational organizations as the Board shall determine.

IX. Indemnification

FARNET shall indemnify and hold harmless all directors, officers, agents, and employees from all claims incidental to performance of their duties on behalf of FARNET. FARNET shall reimburse them for all legal and other expenses reasonably incurred as a consequence. This section shall not apply where the liability arises out of willful misconduct or breach of duty, or in the event of failure to notify FARNET in a timely manner or to cooperate in defense of the claim.

X. Definitions

"Consent in Writing" may be sent by mail which shall be deemed to include electronic mail, express service, and the U.S. Postal Service.

-- as adopted 12/17/90, revised 11/19/91, revised 4/10/97

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