DRAFT BYLAWS THE OCEAN STATE FREE NET Article I. Name, Purpose and Offices Section 1. Name The name of the Corporation shall be The Ocean State Free-Net, Inc. Section 2. Purpose The Ocean State Free-Net provides nonprofit, on-line, interactive public access free to all Rhode Islanders, assuring that there is an on-line route for individuals who wish access and assuring an electronic venue for the dissemination of information in the public interest. The Ocean State Free-Net recoginizes a responsibility to involve individuals who might otherwise be excluded from this electronic community. Section 3. Location of Offices The principal office of the Corporation shall be in the State of Rhode Island. The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint. Article II. Activities Section I. Activities will be limited to those permitted under Section 501(c)(3) of the Internal Revenue Code of the United States, as amended. Section 2. The Ocean State Free-Net will provide on-line access for the general public and information providers and will work to ensure that access to on-line communication is not limited by financial means, and may conduct additional similar activities as the Board of Directors may appoint or the purposes of the Corporation may require. Section 3. On an annual basis, the Board of Directors will approve a plan of action including specific annual objectives. Article III. Board of Directors Section 1. Composition and terms. The Board of Directors will consist of at least 18 and no more than 26 Board members. One half of the initial Board will be begin with a one year term. Directors will serve for a term of two years but may be elected for two additional terms. After six years (or five for those founding Board members beginning with a one year term), a Board member must retire for one year prior to reelection. Section 2. Election. The initial membership of the Board will be chosen by a Nominating Committee appointed by The Steering Committee. The Nominating Committee will identify a slate of candidates to be elected by the Steering Committee at a meeting to be designated by the Steering Committee. At the first meeting prior to the election of Board members, the Board of Directors will elect officers including President, Vice President, Secretary and Treasurer. Section 3. Regular meetings. Regular meetings of the Board of Directors will be held at least nine times per year at a mutually agreed upon time and day. Section 4. Special meetings. Special meetings of the Board may be held at such times as the Board may determine, or at the call of the President. Section 5. Notice. Notice of all meetings may be made by mail, phone or other electronic means, provided no less than 24 hours notice is given. Section 6. Quorum. At all meetings a majority of the members of the Board shall constitute a quorum. Section 7. Responsibilities. The minimum responsibilities of the Board of Directors include: A. Creation of policies to govern the activities of the corporation. B. Fiduciary oversight of the use of all funds entrusted to the organization, including arrangement for an annual independent audit of all funds. C. Assurance of compliance with all legal requirements. D. Development of clear job descriptions for individual Board members and committees. E. Participation in and approval of strategic plans for the organization. Section 8. Committees The Board of Directors shall designate a committee structure that is appropriate to the tasks of the Board at that time. Section 9. Removal. Any elected Director may be removed from office with or without cause by the affirmative vote of two-thirds of the voting members of the Board. Section 10. Vacancies. Any vacancy occurring among the Directors will be filled by the appointment of the President with the approval of the Board of Directors at its next annual meeting. Section 11. Bonding. All Directors will be bonded and Directors and Officers liability insurance will be in place. Section 12. Signature Authorization. The Board of Directors will determine signature authority for disbursement of corporate funds. Section 13. Conflict of Interest. It is the responsibility of every Director to inform the Board of any potential conflict of interest in any matter under consideration by the Board. It is the responsibility of the President to identify and resolve potential of conflicts of interest if a Board member fails to identify it for him or herself. Article IV. Board Officers Section 1. Titles. The Board of the Directors will have the following officers: President, Vice President, Secretary and Treasurer. Section 2. Duties of the President. The President will: (1)Preside at all meetings of the Board; (2) Make such appointments as directed, authorized or required, including the Chairpersons of all Committees; (3) Execute all documents pertaining to the operations of the Corporation as required; (4) Serve as the Board's liaison to Executive staff; (5) Serve without a vote as the ex-officio member of all committees except the Nominating Committee; (6) Identify and resolve potential conflicts of interest on the part of Board members. Section 3. Duties of the Vice President. The Vice President will: (1)Assist the President in the carrying out of his or her duties; (2) Execute the duties of the President in case of absence; illness or resignation. Section 4. Duties of the Secretary. The Secretary will: (1)Prepare detailed and accurate minutes of all business meetings of the Board; (2)Preserve or oversee the preservation of all corporate documents; (3)Prepare and file legal reports as required; (4)Conduct official correspondence on behalf of the Board of Directors. Section 5. Duties of the Treasurer. The Treasurer will: (1)Be responsible for the safekeeping of all funds and assets of the Corporation; (2)Oversee all record keeping of receipts and disbursements; (3)Provide financial statements on a monthly and annual basis to the Board of Directors; (4) File all tax and other financial reports as required by applicable law. Article V. Amendments These Bylaws may be amended upon the affirmative vote of two-thirds of the voting members at any meeting, provided however that the notice of said meeting contained an advisory that an amendment or amendments would be included in the order of business, and provided further, that a copy of the text of the proposed amendment or amendments was included in said notice. Article VI. Dissolution In the event of the dissolution of the Corporation, the Board of Directors will, after paying all liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated for like purposes or for such purposes as qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code as it exists at the time of dissolution. .