Lehigh Valley Free-Net Bylaws __________________________________________ Table of Contents Article I: Organizational Matters . . . . . . . . . . . . . . Article II: Board of Directors . . . . . . . . . . . . . . . . Article III: Notice - Waivers - Meetings. . . . . . . . . . . . Article IV: Officers . . . . . . . . . . . . . . . . . . . . . Article V: Limitation of Personal Liability of Directors; Indemnification of Directors, Officers, and Other Authorized Representatives. . . . . . . . . . . . . . . Article VI: Subventions. . . . . . . . . . . . . . . . . . . . Article VII: Acceptable Use Policy. . . . . . . . . . . . . . . Article VIII: Miscellaneous . . . . . . . . . . . . . . . . Lehigh Valley Free-Net Bylaws __________________________________________ Article 1 Organizational Matters Section 1.01. Corporate Name. The name of this Pennsylvania nonprofit corporation is Lehigh Valley Free-Net. Section 1.02. Registered Office. The registered office of Lehigh Valley Free-Net in the Commonwealth of Pennsylvania shall be at 612 West Broad Street, Bethlehem, Pennsylvania, 18018-5221, Lehigh County, until otherwise established by a vote of a majority of the Board of Directors, and a statement of such change is filed in the Department of State; or until changed by an appropriate amendment of the Articles of Incorporation. Section 1.03. Other Offices. Lehigh Valley Free-Net may also have offices at such other places within or without the United States of America as the Board may from time to time appoint or the business of Lehigh Valley Free-Net requires. Section 1.04. Fiscal Year. The fiscal year of Lehigh Valley Free-Net shall begin on the first day of July in each year. Section 1.05. Organization. (a) Lehigh Valley Free-Net is organized exclusively for charitable and tax-exempt purposes as such purposes are defined by  501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Internal Revenue Law of the United States). (b) No part of the net earnings of Lehigh Valley Free-Net shall inure to the benefit of any individual and no director, officer, employee, or affiliate of Lehigh Valley Free-Net shall receive any pecuniary benefits of any kind except reasonable compensation for services in effecting corporate purposes. (c) No substantial part of the activities of Lehigh Valley Free-Net shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall Lehigh Valley Free-Net participate or intervene in (including the publishing or distributing statements of) any political campaign on behalf of any candidate for public office. (d) Notwithstanding any other provision of these bylaws, Lehigh Valley Free-Net shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the exclusively nonprofit and tax-exempt purposes of Lehigh Valley Free-Net. (e) Designation of Lehigh Valley Free-Net's assets: (i) Generally: (1) Upon dissolution of Lehigh Valley Free-Net, assets shall be distributed for one or more exempt purposes within the meaning of  501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Internal Revenue Law of the United States), or shall be distributed to the federal government, or to a state or local government, for a public purpose, at the discretion of the Board. (2) Any such assets not so disposed of shall be disposed of by the Court of Common Pleas for Lehigh County, the court of competent jurisdiction of the county in which Lehigh Valley Free-Net's principal corporate office is located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated for such above described exempt purposes. (ii) Specifically: (1) In the event of dissolution or final liquidation of Lehigh Valley Free-Net the Board shall, after paying or making provision for the payment of all the lawful debts and liabilities of Lehigh Valley Free-Net to one or more of the following categories of recipients as the Board of Lehigh Valley Free-Net shall determine: (A) a nonprofit organization or organization which may have been created to succeed Lehigh Valley Free-Net, as long as such organization or each of such organizations shall then qualify as a governmental unit under  170(c) of the Internal Revenue Code (or the corresponding section of any future Internal Revenue Law of the United States), or as an organization exempt from federal income taxation under  501(a) of such Code as an organization described in  501(c)(3) of such Code; and / or, (B) a nonprofit organization or organizations having similar aims and objects as Lehigh Valley Free-Net and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall then qualify as a governmental unit under  170(c) of the Internal Revenue Code (or the corresponding section of any future Internal Revenue Law of the United States) or as an organization exempt from federal income taxation under  501(a) of such Code as an organization described in  501(c)(3) of such Code. (f) Notwithstanding any other provision herein, Lehigh Valley Free-Net shall not carry on any activities not permitted to be carried on: (i) by an organization exempt from federal income taxation under  501(a) of the Internal Revenue Code as an organization described in  501(c)(3) of such Code (or the corresponding section of any future Internal Revenue Law of the United States); or, (ii) by an organization, contributions to which are deductible under  170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code (or the corresponding section of any future Internal Revenue Law of the United States). Section 1.06. Operation. (a) Lehigh Valley Free-Net will exclusively operate according to lawful business and tax-exempt purposes (as within the meaning of  501(a) & (c)(3) of the Internal Revenue Code (or the complementary sections of any future Internal Revenue Law of the U.S.)) conducted on a not-for-profit basis by furthering educational, literary, and scientific research by operating a telecomputing network and local information infrastructure for the greater Lehigh Valley region, including, but not limited to Lehigh County and Northampton County. (b) Lehigh Valley Free-Net's primary purpose for engaging in such activity is an exempt purpose and not a purpose of operating a commercial business producing net profits therefor. (i) Although Lehigh Valley Free-Net's activities may resemble and seem similar, in a small or large degree, to those activities that may or may not be carried on by for profit, commercial enterprises, either presently existent or to be existent in the future, such similarity is immaterial to the determination of Lehigh Valley Free- Net's tax exempt purpose of operation. Under  501(a) of the Internal Revenue Code (or the complementary sections of any future Internal Revenue Law of the U.S.) the purpose towards which an organization's activities are directed, and not the nature of the activities themselves, is ultimately dispositive of the organization's right to be classified as a  501(c)(3) organization exempt from tax under  501(a). (ii) The purpose towards which Lehigh Valley Free-Net's activities are directed include enhancing and improving educational activities, literary activities, and scientific research activities, through the medium of telecomputing and the device of a freely and publicly accessible local information infrastructure based upon a computer network server that connects citizens and institutions so that they are enabled and empowered to enhance and improve such described activities; Lehigh Valley Free-Net merely acts as a facilitator by operating a high-technology information system in the interest of the community and not in the selfish and or financial interest of any particular individual(s) or institution(s). (iii) Lehigh Valley Free-Net's goal is to create and operate an effective local telecomputing network to respond to many worthy charitable and public interest needs at the local level which in many cases may go unmet as today's national information initiative and the media hyped and ballyhooed information superhighway risk passing communities by. (iv) Lehigh Valley Free-Net shall operate in activities that promote public policy and represent the very essence of charitable benevolence as envisioned by Congress in enacting tax-exempt status for charitable and not- for-profit organizations and corporations. (v) Lehigh Valley Free-Net shall not operate in competition with other providers of communications services or in a commercial fashion so as to be misconstrued as operating in competition. Instead, Lehigh Valley Free-Net shall operate in cooperation with any similarly interested individual, institution, entity, including for-profit business organizations, either in the local community or nationally or internationally, so that Lehigh Valley Free-Net cannot be reasonably viewed as operating in competition or in a commercial fashion. (c) Fundraising for furtherance of Lehigh Valley Free-Net's nonprofit business enterprise is ultimately the responsibility of the Board; thus, Directors must curtail the amount of funds raised or received that may go toward purposes other than the nonprofit business and tax-exempt purposes of furthering education, literary, and scientific research through the operation of publicly and freely accessible telecomputing network and local information infrastructure, so that such amounts raised or received are de minimis and thus constitute no more than an insubstantial part of its activities and receipts. (d) In furtherance of its status and character as a not-for-profit organization, Lehigh Valley Free-Net is a nonstock, nonshare, nonmember business enterprise. Section 1.07. Legislative Activities and Lobbying. (a) The Board may decide at its discretion to make the expenditure test election, as set forth by the Internal Revenue Code  501 and 4911 (or the complementary sections of any future Internal Revenue law of the U.S.), as relating to expenditures of Lehigh Valley Free-Net for allowable levels of legislative and lobbying activities, but to be strictly limited to activities that specifically relate to and further the organizational and operational principles, activities, and interests of Lehigh Valley Free-Net, as set forth in sections 1.05 and 1.06, above, in this article, of these Bylaws. (b) Such contemplated activities include: (i) appearing before, submitting statements to, or send communications to, the committees, or individual members, of Congress or of any legislative body of a State, a possession of the United States, or a political subdivision of any of the foregoing with respect to legislation or proposed legislation of direct interest to Lehigh Valley Free-Net; (ii) communication of information between Lehigh Valley Free-Net and its users or contributors with respect to legislation or proposed legislation of direct interest to Lehigh Valley Free-Net. (c) Lehigh Valley Free-Net shall not contribute to or otherwise support any political party or candidate for elective public office. (d) Lehigh Valley Free-Net shall not engage in any political activity except which is allowed by the Internal Revenue Code. (e) Lehigh Valley Free-Net shall not apply political tests in any personnel actions. (f) Lehigh Valley Free-Net shall be managed and held out to the public in such a fashion that there is no ambiguity or confusion as to Lehigh Valley Free-Net's independence and fundamental interest in benefiting the community through its activities and operation of a telecomputer driven local information infrastructure. Section 1.08. Identification of Incorporators. The original incorporators of Lehigh Valley Free-Net are identified as follows and present their signatures below as recognition of such identification. _________________________________ _______________ Timothy P. Lindgren, Incorporator Date _________________________________ _______________ Peter F. Harter, Incorporator Date __________________________________________ Article II Board of Directors Section 2.01. Identification and Name. The Board of Directors of Lehigh Valley Free-Net shall be known as either the "Board of Directors" or the "Governance" or the "Governance Committee" or the "Board of Governance". Herein and throughout all prior, present, and future corporate instruments of Lehigh Valley Free-Net it shall be referred to as the "Board". Section 2.02. Powers. (a) The Board shall have full power to conduct, manage, and direct the business and affairs of the Lehigh Valley Free-Net; and all powers of Lehigh Valley Free-Net are hereby granted to and vested in the Board. (b) The Board shall have exclusive authority and discretion to adopt, amend, and repeal bylaws. Section 2.03. Qualification and Selection. (a) Each Director of Lehigh Valley Free-Net shall be a natural person of full age, but need not be a resident of Pennsylvania. In the case of vacancies, new directors shall be selected by the Board. If the Board is classified with respect to the power to select new directors or with respect to the terms of office and if, due to a vacancy or vacancies, or otherwise, directors of more than one class are to be selected, each class of directors to be selected shall be nominated and selected separately. (b) A person or group of persons entitled to appoint, designate or otherwise select one or more directors may select one or more alternates for each such director. Such designation shall be filed in writing with the Secretary of Lehigh Valley Free-Net and may at any time by such person or group of persons or their successors by the filing in writing with the secretary of a superseding designation or of a statement that the existing designation or designations are revoked. Such superseding designation or revocation shall take effect upon or after filing in accordance with its terms. In the absence of a Director from a meeting of the Board, one of his alternates may attend such meeting and exercise at the meeting all of the powers of the absent Director, or such lesser powers as may be specified in the designation. When so exercising the powers of the absent Director, such alternate shall be subject in all respects to the provisions of law relating to the fiduciary responsibilities of a Director of Lehigh Valley Free-Net. Section 2.04. Number and Term of Office. The Board shall consist of ten Directors, no more no less, but as may be redetermined from time to time by resolution of the Board. Each Director shall hold office for two years and until his successor shall have been elected and qualified, or until his earlier death, resignation, or removal. Section 2.05. Organization. At every meeting of the Board, the Chairman of the Board, if there be one, or, in the case of a vacancy in the office or absence of the Chairman of the Board, one of the following officers present in the order stated: the Vice Chairman of the Board, if there be one, the President, the Vice Presidents in their order of rank and seniority, or a chairman chosen by a majority of the directors present, shall preside, and the Secretary, or, in his absence, an assistant secretary, or in the absence of the Secretary and the assistant secretaries, any person appointed by the chairman of the meeting, shall act as secretary. Section 2.06. Resignations. Any director of Lehigh Valley Free-Net may resign at any time by giving written notice to the Chairman or the Secretary of Lehigh Valley Free-Net. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 2.07. Vacancies. (a) The Board may declare vacant the office of a Director if he is declared of unsound mind by an order of court, or convicted of a felony, or for any other proper cause, or if within 60 days after notice of his selection, he does not accept such office either in writing or by attending a meeting of the Board. (b) Any vacancy or vacancies in the Board because of death, resignation, removal in any manner, disqualification, an increase in the number of Directors, or any other cause, may be filled by a majority vote of the remaining members of the Board through less than a quorum, at any regular or special meeting; and each person so elected shall be a director to serve for the balance of the unexpired term. Section 2.08. Place of Meeting. Meetings of the Board may be held at such place within or without Pennsylvania as the Board may from time to time appoint, or as may be designated in the notice of the meeting. Section 2.09. Regular Meetings. Regular meetings of the Board shall be held at such time and place as shall be designated from time to time by resolution of the Board. If the date fixed for any such regular meeting be a legal holiday under the laws of the State where such meeting is to be held, then the same shall be held on the next succeeding business day, not a Saturday nor Sunday, or at such other time as may be determined by resolution of the Board. At such meetings, the Board shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given unless otherwise required by law or these Bylaws. Section 2.10. Special Meetings. (a) Special meetings of the Board shall be held whenever called by the President or by two or more of the Directors. Notice of each such meeting shall be given to each Director by telephone, electronic mail, or in writing at least twenty-four hours (in the case of telephone and electronic mail) or forty-eight hours (in the case of notice by telegram) or five days (in the case of notice by U.S. mail and hand delivery) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. (b) Notice of any meeting of the Board during any emergency resulting from warlike damage or an attack on the United States or any nuclear or atomic disaster shall be given only to such of the Directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio. To the extent required to constitute a quorum at any meeting of the Board during such an emergency, the officers of Lehigh Valley Free-Net who are present shall be deemed, in order of rank and within the same rank in order of seniority, a director for such meeting. Section 2.11. Quorum, Manner of Acting, and Adjournment. Except as otherwise provided in Section 2.10 of this Article, a majority of the Directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every Director shall be entitled to one vote. Except as otherwise specified in the Articles of Incorporation or these Bylaws or provided by statute, the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board. In the absence of a quorum, a majority of the directors present and voting may adjourn the meeting from time to time until a quorum is present. The Directors shall act only as the Board and the individual directors shall have no power as such, except that any action which may be taken at a meeting of the Board may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be filed with the Secretary of Lehigh Valley Free-Net. Section 2.12. Executive and Other Committees. (a) The Board may, by resolution adopted by a majority of the Directors in office, establish an Executive Committee and one or more other committees, each committee to consist of at least one Director of Lehigh Valley Free-Net. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member, and the alternate or the alternates, if any, designated for such member, or any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member. Each committee of the Board shall serve at the pleasure of the Board. (b) The committee structure outlined and described in the latest edition of Lehigh Valley Free-Net's informational newsletter Electronic City, a true and correct copy is attached hereto in the corporate records and incorporated herein by reference, is adopted by the Board as the committee structure to serve the Board and Lehigh Valley Free-Net. (c) The Executive Committee shall have and exercise all of the powers and authority of the Board in the management of the business and affairs of Lehigh Valley Free-Net, except that the Executive Committee shall not have any power or authority as to the following: (i) the filling vacancies in the Board; (ii) the adoption, amendment, or repeal of the Bylaws; and, (iii) the amendment or repeal of any resolution of the Board. (d) No committee of the Board other than the Executive Committee, shall, pursuant to resolution of the Board or otherwise, exercise any of the powers or authority vested by these Bylaws or the Nonprofit Corporation Law of 1988 in the Board as such, but any other committee of the Board may make recommendations to the Board or Executive Committee concerning the exercise of such powers and authority. (e) The establishment of any committee of the Board and the delegation thereto of power and authority shall not alone relieve any Director of his fiduciary duty to Lehigh Valley Free-Net. (f) A majority of the Directors in office designated to a committee, or Directors designated to replace them as provided in this section, shall be present at each meeting to constitute a quorum for the transaction of business and the acts of a majority of the Directors in office designated to a committee or their replacements shall be the acts of the committee. (g) Each committee shall keep regular minutes of its proceedings and report such proceedings periodically to the Board, as according to the minute recording procedures set forth by or agreed upon in conference with the Secretary of Lehigh Valley Free-Net. (h) Sections 2.09, 2.10, and 2.11, shall be applicable to all committees of and serving the Board. Section 2.13. Interested Directors or Officers; Quorum. (a) No contract or transaction between Lehigh Valley Free-Net and one or more of its Directors or officers, or between Lehigh Valley Free-Net and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for such reason, or solely because the Director or officer is present at or participants in the meeting of the Board which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (i) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested directors are less than a quorum; or, (ii) the contract or transaction is fair as to Lehigh Valley Free-Net as of the time it is authorized, approved, or ratified, by the Board. (b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes a contract or transaction specified in this section. Section 2.14. Fees. Each director may be paid such reasonable fee, if any and if at all, as shall be fixed by the Board, for each meeting of the Board or committee of Directors which he shall attend and may be paid such other compensation for his services as a Director as may be fixed by the Board. __________________________________________ Article III Notice - Waivers - Meetings Section 3.01. Notice, What Constitutes. (a) Whenever written notice is required to be given to any person under the provisions of the Articles of Incorporation, these Bylaws, or the Nonprofit Corporation Law of 1988, it may be given to such person, either personally via hand delivery, or by sending a copy thereof by first class U.S. mail, postage prepaid, or by telegram, charges prepaid, or by electronic mail (user identification verified and approved, with answer back received by sender), to his address supplied by him to Lehigh Valley Free-Net for purposes of notice. If the notice is sent by U.S. mail, telegraph, or electronic mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, with a telegraph office, or dispatched from the sender's electronic mail send protocol, for transmission to such person. A notice of meeting shall specify the place, day, and hour of the meeting and any other information required by law or these Bylaws. (b) When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken. Section 3.02. Waivers of Notice. (a) Whenever any written notice is required to be given under the provisions of the Articles of Incorporation, these Bylaws, or the Nonprofit Corporation Law of 1988, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by Section 5.06 of these Bylaws, neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting. (b) Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Section 3.03. Modification of Proposal Contained in Notice. Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose. Section 3.04. Exception to Requirement of Notice. Wherever any notice or communication is required to be given to any person under the provisions of the Articles of Incorporation or these Bylaws, or the Nonprofit Corporation Law of 1988, or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action, and communication with such person is then unlawful, the giving of such notice or communication to such person shall not be required and there shall be no duty to apply for a license or other permission to do so. Section 3.05. Virtual Meetings. One or more persons may participate in a meeting of the Board or of a committee of the Board by means of conference telephone, video telephone, digital satellite television broadcast, electronic mail transmission, chat text computer network session, or similar communications equipment, by means of which all persons participating in the meeting can hear each other and or receive, send, and exchange the same collections of text conveying all of the substance of the information conveyed during the course of the meeting. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting. __________________________________________ Article IV Officers Section 4.01. Number, Qualifications and Designation. The officers of Lehigh Valley Free-Net shall be a President, a Vice President for Technology, a Vice President for Education, a Secretary & General Counsel, a Treasurer, and such other officers as may be elected in accordance with the provisions of Section 4.03 of this Article. Any number of the offices may be held by the same person. Officers may but need not be Directors of Lehigh Valley Free-Net. The President and Secretary & General Counsel shall be natural persons of full age; the Treasurer may be a corporation, but if a natural person, he shall be of full age. The Board may elect from among the members of the Board a Chairman of the Board and a Vice Chairman of the Board who shall be officers of Lehigh Valley Free-Net. Section 4.02. Election and Term of Office. The officers of Lehigh Valley Free-Net, except those selected by delegated authority pursuant to Section 4.03 of this article, shall be elected annually by the Board, and each such officer shall hold his office until the next annual organization meeting of the Board and until his successor shall have been elected and qualified, or until his earlier death, resignation, or removal. Section 4.03. Subordinate Officers, Committees, and Agents. The Board may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of Lehigh Valley Free-Net may require, including one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws, or as the Board may from time to time determine. The Board may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees, or other agents. Section 4.04. Resignations. Any officer or agent may resign at any time by giving written notice to the Board, or to the President or to the Secretary of Lehigh Valley Free-Net. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4.05. Removal. Any officer, committee, employee, or other agent of Lehigh Valley Free-Net may be removed, either for or without cause, by the Board or other authority which elected, retained or appointed such officer, committee or other agent whenever in the judgement of such authority the best interests of Lehigh Valley Free-Net will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed. Section 4.06. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Board by the officer or committee to which the power to fill such office has been delegated pursuant to Section 4.03 of this Article, as the case may be, and if the office is one for which these Bylaws prescribe a term, shall be filled for the unexpired portion of the term. Section 4.07. General Powers. All officers of Lehigh Valley Free-Net, as between themselves and Lehigh Valley Free-Net, shall respectively have such authority and perform such duties in the management of the property and affairs of Lehigh Valley Free-Net as may be determined by resolutions or orders of the Board, or in absence of controlling provisions in the resolutions or orders of the Board, as may be provided in these Bylaws. Section 4.08. The Chairman and Vice Chairman of the Board. The Chairman of the Board or in his absence, the Vice Chairman of the Board, shall preside at all meetings of the members of the Board, and shall perform such other duties as may from time to time be requested of him by the Board. Section 4.09. The President. The President shall: (a) be the Chief Executive Officer of Lehigh Valley Free-Net and shall have general supervision over the activities and operations of Lehigh Valley Free-Net, subject, however, to the control of the Board and the Chairman. (b) sign, execute, and acknowledge, in the name of Lehigh Valley Free-Net, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board except in cases where the signing and execution thereof shall be expressly delegated by the Board, or by these Bylaws, to some other officer or agent of Lehigh Valley Free-Net; (c) have full negotiating power for the purpose of raising funds of any nature from corporate, educational, charitable, and other like institutions interested in assisting Lehigh Valley Free-Net's development; and, (d) perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him by the Board or the Chairman. Section 4.10. The Vice Presidents. (a) Generally, the Vice President for Technology and the Vice President for Education shall perform the duties of the President in his absence and such other duties as may from time to time be assigned to them by the Board, the Chairman, or the President. (b) For purposes of procedure, the Vice President for Technology shall be ranked senior to the Vice President for Education. (c) The Board shall give wide discretion to each of the Vice Presidents for purposes of allowing each of the Vice Presidents to power necessary to advance the ultimate best interests of Lehigh Valley Free-Net in the specific areas of technology and education. Section 4.11. The Secretary & General Counsel. The Secretary & General Counsel (also known as and referred to herein and other corporate documents as Secretary), or an assistant secretary, shall attend all meetings of the Board and shall: (a) record all the votes of the directors and the minutes of the meetings of the Board and of committees of the board in a book or books to be kept for that purpose; (b) see that notices are given and records and reports properly kept and filed by Lehigh Valley Free-Net as required by law; (c) be the custodian of the seal of Lehigh Valley Free-Net and see that it is affixed to all documents to be executed on behalf of Lehigh Valley Free-Net under its seal; (d) create and supervise a legal affairs advisory panel to be known as the Lehigh Valley Free-Net Legal Consortium: (i) Generally, the purpose of the Legal Consortium shall be to provide the Board with specific legal advice and input. (ii) Specifically, in the case of a conflict of interest on the part of any Director, Board member, or officer of Lehigh Valley Free-Net that may arise during their course of being a representative of Lehigh Valley Free- Net, the Legal Consortium shall advise such conflicted individual as to temporary, partial, and or permanent recusal from Lehigh Valley Free-Net affairs, and advise the Board at a special meeting as to its proper course of action with deference to all applicable and relevant professional codes of ethics. (iii) Appointments to the Legal Consortium shall include members of the legal profession known in the local community or in their own community for being competent and well practiced in one of the following areas of law: Tax; Computers; Communications; Nonprofit Organizations; Corporations; International Law; Intellectual Property, Copyright, Trademark, and Patents; Privacy, First Amendment, and Civil Rights. The Legal Consortium does not need to have a member in all of these named areas in order to be operational. The Board may add new areas and or delete others as it deems fit. (iv) The Board shall commence and cease the operation of the Legal Consortium. (v) The Legal Consortium serves the Board exclusively; members of the Legal Consortium may not share its advise or any matter of its relations with the Board to anyone else within or outside Lehigh Valley Free-Net. All matters shared and or discussed between the Board and the members of the Legal Consortium shall be deemed to be confidential and protected by the attorney-client privilege. This privilege shall include, but is not limited to, all forms of communications, be they in person or electronic. (vi) All appointments to the Legal Consortium shall be made by a nomination from the Secretary & General Counsel. (vii) All appointments, once properly nominated, shall be approved by a majority vote of all disinterested members of the Board. (viii) A member of the Legal Consortium cannot also serve on the Board or as an officer of Lehigh Valley Free-Net; and, (e) perform all duties incident to the office of secretary, and such other duties as may from time to time by assigned to him by the Board, the Chairman, or the President. Section 4.12. The Treasurer. The Treasurer or an assistant treasurer shall: (a) have or provide for the custody of the funds or other property of Lehigh Valley Free-Net and shall keep a separate bank account of the same to his credit as Treasurer; (b) collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by Lehigh Valley Free-Net; (c) deposit all funds in his custody as treasurer in such banks or other places of deposit as the Board may from time to time designate; (d) whenever so required by the Board, render an account showing his transactions as Treasurer, and the financial condition of Lehigh Valley Free-Net; (e) discharge such other duties as may from time to time be assigned to him by the Board, the Chairman or the President. Section 4.13. Officers' Bonds. Any officer shall give a bond for the faithful discharge of his duties in such sum, if any, and with such surety or sureties as the Board shall require. Section 4.14. Salaries. The salaries of the officers elected by the Board shall be fixed from time to time, if at all, by the Board or by such officer as may be designated by resolution of the Board. The salaries or other compensation of any other officers, employees, and other agents shall be fixed from time to time by the officer or committee to which the power to elect such officers or to retain or appoint such employees or other agents has been delegated pursuant to Section 4.03 of this Article. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a Director of Lehigh Valley Free-Net. __________________________________________ Article V Limitation of Personal Liability of Directors; Indemnification of Directors, Officers, and Other Authorized Representatives Section 5.01. Limitation of Personal Liability of Directors. (a) A Director of Lehigh Valley Free-Net shall not be personally liable for money damages as such for any action taken, or any failure to take any action, unless: (i) the Director has breached or failed to perform the duties of his or her office as defined in Section 5.02 below; and, (ii) the breach or failure to perform constitutes self dealing, willful misconduct, recklessness, or incompetency. (b) The provisions of this section shall not apply to: (i) the responsibility or liability of a Director pursuant to any criminal statute; and, (ii) the liability of a Director for the payment of taxes pursuant to local, state, or federal law. Section 5.02. Standard of Care and Justifiable Reliance. (a) A Director of Lehigh Valley Free-Net shall stand in a fiduciary relationship to Lehigh Valley Free-Net, and shall perform his or her duties as a Director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of Lehigh Valley Free-Net, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: (i) one or more officers or employees of Lehigh Valley Free-Net whom the Director reasonably believes to be reliable and competent in the matters presented; (ii) counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person; and / or, (iii) a committee of the Board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. (b) A Director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted. (c) In discharging the duties of their respective positions, the Board, committees of the Board and an individual Director may, in considering the best interests of Lehigh Valley Free-Net, consider the effects of any action upon employees, upon persons with whom communities which the offices or other establishments of or related to Lehigh Valley Free-Net are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection (a) of this section. (d) Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of Lehigh Valley Free-Net. Section 5.03. Indemnification in Third Party Proceedings. Lehigh Valley Free-Net shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Lehigh Valley Free-Net) by reason of the fact that he or she is or was a representative of Lehigh Valley Free-Net, or is or was serving at the request of Lehigh Valley Free-Net as a representative of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney's fees), judgements, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and not incompetently, and in a manner reasonably believed to be in, or not opposed to the best interests of Lehigh Valley Free-Net, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 5.04. Indemnification in Derivative Actions. Lehigh Valley Free-Net shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of Lehigh Valley Free-Net to procure a judgement in its favor by reason of the fact that he or she is or was a representative of Lehigh Valley Free-Net, or is or was serving at the request of Lehigh Valley Free-Net as a representative of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney's fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he or she acted in good faith and not incompetently, and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of Lehigh Valley Free-Net and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to Lehigh Valley Free-Net unless and only to the extent that the Court of Common Pleas of Lehigh County or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Common Pleas or such other court shall deem proper. Section 5.05. Mandatory Indemnification. Notwithstanding any contrary provision of the Articles of Incorporation or these Bylaws, to the extent that a representative of Lehigh Valley Free-Net has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either Section 5.03 or Section 5.04 above, he or she shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him or her in connection therewith. Section 5.06. Determination of Entitlement to Indemnification. Unless ordered by a court, any indemnification under Section 5.03 or 5.04 above shall be made by Lehigh Valley Free-Net only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such paragraph. Such determination shall be made: (a) by the Board by a majority vote of quorum consisting of Directors who were not parties to such action, suit or proceeding; or, (b) if such a quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. Section 5.07. Advancing Expenses. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by Lehigh Valley Free- Net in advance of the final disposition of such action, suit or proceeding as authorized by the Board in a specific case upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by Lehigh Valley Free-Net as authorized in paragraphs 1 through 3 above. Section 5.08. Indemnification of Former Representatives. Each such indemnity may continue as to person who has ceased to be a representative of Lehigh Valley Free-Net and may inure to the benefit of the heirs, executors, and administrators of such person. Section 5.09. Insurance. Lehigh Valley Free-Net shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of Lehigh Valley Free-Net or is or was serving at the request of Lehigh Valley Free-Net as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any capacity or arising out of such person's status as such, whether or not Lehigh Valley Free-Net would otherwise have the power to indemnify such person against such liability. Section 5.10. Reliance on Provisions. Each person who shall act as an authorized representative of Lehigh Valley Free-Net shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article. __________________________________________ Article VI Subventions Section 6.01. In general. Lehigh Valley Free-Net, as a nonprofit corporation, at the discretion of the Board, may accept subventions from any individual, corporation, institution, or entity, and issue subvention certificates therefor, by resolution of the Board, by and through the consent of the Secretary & General Counsel and of the Treasurer. By resolution the Board may provide for a fixed or contingent periodic payment out of corporate assets to the holders or subvention certificates. The rights of holders of subvention certificates shall at all time be subordinate to the rights of creditors of Lehigh Valley Free-Net. Section 6.02. Consideration Receivable. A subvention consists of money or other property, tangible or intangible, actually received by Lehigh Valley Free-Net or expended for its benefit or in its formation or reorganization. In the absence of fraud in the transaction, the judgement of the Board as to the value of the consideration shall be conclusive. Section 6.03. Form of Certificate. Each subvention certificate shall be signed by two duly authorized officers of Lehigh Valley Free-Net, any may be sealed with the seal of Lehigh Valley Free-Net or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than Lehigh Valley Free- Net itself or its employees. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by Lehigh Valley Free-Net with the same effect as if he were such officer at the date of issue. The fact that Lehigh Valley Free-Net is a nonprofit corporation shall be noted conspicuously on the face and back of each certificate. Section 6.04. Transferability. Such resolution of the Board creating subvention certificates may provide that subvention certificates are transferrable at will or under specified restrictions. Section 6.05. Redemption at Option of Lehigh Valley Free-Net. Such resolution of the Board creating subvention certificates may provide that such certificates are redeemable, in whole or in part, at the option of Lehigh Valley Free-Net at a price not to exceed the original amount or value of the subvention plus any periodic payments due or accrued thereon, within such period or periods, and on such terms and conditions, not inconsistent with this article, as are stated in the resolution. Section 6.06. Redemption at Option of Holders. Such resolution of the Board creating subvention certificates may provide that such certificates are redeemable, in whole or in part, at a price not to exceed the original amount or value of the subvention plus any periodic payments due or accrued thereon, within such period or periods, and on such terms and conditions, not inconsistent with this article, as are stated in the resolution, at the option of the holders of subvention certificates, upon certain conditions as set forth by the Board. Redemption at the option of a holder can only be exercised upon holder's providing of an affidavit showing that the financial condition of Lehigh Valley Free-Net will permit the required payment to be made without impairment of its operations or injury to its creditors. The right to require redemption may in addition be conditioned upon the occurrence of a specified event. For the purpose of enforcing their rights under this subsection, holders of subvention certificates shall be entitled to inspect the books and records of Lehigh Valley Free-Net. Section 6.07. Rights of Holders Upon Dissolution. Holders of subvention certificates, upon dissolution of Lehigh Valley Free-Net, shall be entitled to repayment of the original amount or value of the subvention at a price not to exceed the original amount or value of the subvention, plus any periodic payments due or accrued thereon, unless a lesser sum is specified in the resolution of the Board concerning such subvention, after the claims of creditors of Lehigh Valley Free-Net have been satisfied. Section 6.08. Statutory Cross-Reference. Subventions shall only be issued by Lehigh Valley Free-Net after the Board has directed the Secretary & General Counsel to make a formal subvention proposal to the Board. Such proposal shall contain relevant cross-references to statutory provisions (15 Pa.C.S.A.  5542) and any other relevant law or regulations so that the Board can make an informed decision in the best interests of Lehigh Valley Free-Net. __________________________________________ Article VII Acceptable Use Policies Section 7.01. Generally. Lehigh Valley Free-Net shall follow the American Library Association (ALA) Bill of Rights with regard to all policies that are in the best interests of the users of any and all free-net type systems, services, and archives, as deemed fit by the Board. Section 7.02. Technical Issues. Due to the fact that Lehigh Valley Free-Net shall operate a primarily text-based information system, the same rules with regard to public information rights, the right to read, and the various freedoms granted by the U.S. Constitution, Lehigh Valley Free-Net will adapt the ALA Bill of Rights and the policies of Lehigh Valley Public Libraries as necessary and as required by the technical character and constraints of Lehigh Valley Free-Net's text-based system. Section 7.03. Reservation of Rights. The Board of Lehigh Valley Free-Net reserves the right to amend any such policies if the Board deems necessary to provide the least offensive service to the majority of the users of Lehigh Valley Free-Net. If necessary, the Board reserves the right to completely reject any and all such policies as adapted from organizations outside Lehigh Valley Free-Net, if such action is necessary to fulfill the best interests of Lehigh Valley Free-Net. Section 7.04. Public Opinion Polls. (a) Public opinion polls with regard to issues concerning the acceptable use of Lehigh Valley Free-Net's information system will be made available by the Board prior to the public prior to the Board requesting a formal opinion and suggested course of action from the Legal Consortium and prior to the Board making its final decision. (b) Any public opinion submitted by a non-registered Lehigh Valley Free-Net user will not be accepted by the Board. __________________________________________ Article VIII Miscellaneous Section 8.01. Corporate Seal. Lehigh Valley Free-Net shall have a corporate seal in the form of a circle and shall bear thereon the words and figures "Lehigh Valley Free-Net Incorporated 1994 A Pennsylvania Nonprofit Corporation". The corporate seal contains the name Lehigh Valley Free-Net, the year of incorporation, and such other details as may be approved by the Board. This corporate seal in no way limits the Board from approving of a new logo and corporate seal in the future -- a seal that can be transmitted as the same impression both on paper as well as electronically. If the Board shall take the action to revise the corporate seal, it shall do so through the normal course of resolution to amend these Bylaws as affecting this particular section. Unless the Board shall otherwise direct in specific instances, the seal of Lehigh Valley Free-Net, when affixed, either physically or electronically, to any document, shall always be attested by the signature of the Secretary & General Counsel or an assistant secretary. Section 8.02. Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board may from time to time designate. Section 8.03. Contracts. Except as otherwise provided in these Bylaws, the Board may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of Lehigh Valley Free-Net, and such authority may be general or confined to specific instances. Section 8.04. Deposits. All funds of Lehigh Valley Free-Net shall be deposited from time to time to the credit of Lehigh Valley Free-Net in such banks, trust companies, or other depositaries as the Board may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the Board shall from time to time determine. Section 8.05. Annual Report of the Board. The Board shall direct the President and Treasurer to present at the annual meeting of the Board a report showing in appropriate detail the following: (a) the assets and liabilities, including the trust funds, of Lehigh Valley Free-Net as of the end of the fiscal year immediately preceding the date of the report; (b) the principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report; (c) the revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for Lehigh Valley Free-Net; (d) the expenses or disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for Lehigh Valley Free-Net; (e) a summary of the activities and accomplishments of the year from the corporation as a whole and broken down committee by committee, project by project, as well as an accounting of the goals for each committee for the upcoming year, as well as overall corporate goals, both short term and long term, as the Board deems to revise from report to report; (f) any information required by statute (15 Pa.C.S.A.  5553); and, (g) any other information requested by an individual Director or by the Board. Section 8.06 Dissemination of Corporate Documents. None of the corporate documents and instruments of Lehigh Valley Free-Net may be used, copied, handled, or possessed by a person or an entity who is not a member of the Board, except where such a person or entity has received such documents and or instruments from a member of the Board. Under this exception, such a person or entity may possess Lehigh Valley Free-Net documents and instruments and or copies thereof; however, such person or entity may not copy, distribute, transmit, or use such documents or instruments for any purpose whatsoever without the prior consent of the Secretary & General Counsel. Such documents and instruments represent the workproduct of the Lehigh Valley Free-Net and its Board of Directors. Such workproduct was never intended to be widely and or freely disseminated to any person or entity for their use and exploitation no matter how benign in nature or parallel to the interests of Lehigh Valley Free-Net. Such workproduct represents voluntary and donated efforts exclusively for the benefit of Lehigh Valley Free-Net. Any such person or entity who has possession of such documents or instruments of Lehigh Valley Free-Net is bound by these Bylaws and to the provisions of this section.