Constitution and ByLaws

ACCESS VERMILLION COUNTY, INC.

ARTICLE I - NAME

Sec. 1. The name of this organization is Access Vermillion County, Incorporated.

ARTICLE II - MISSION

Sec. 1. The mission of Access Vermillion County, Inc. is to provide an electronic means to display and disseminate public information about Vermillion County and allow the people of Vermillion County ready access to the wealth of information to be found on the Internet.

ARTICLE III - NATURE

Sec. 1. Access Vermillion County, Inc. is a not-for-profit corporation.

Sec. 2. Access Vermillion County, Inc. shall operate in accordance with the requirements of Section 501(c)3 of the Internal Revenue Code.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment in furtherance of thepurposes set forth in these bylaws.

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to the state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas for the county in which the principle office is then located, exclusively for such purposes or to such organization as said Court shall determine, which is organized and operated exclusively for such purpose.

ARTICLE IV - OBJECTIVES

Sec. 1. Objectives of Access Vermillion County, Inc. shall be:

a. to assist in building a sense of community among the citizens of Vermillion County by providing an electronic means of sharing information.

b. to provide a mechanism through which organizations can provide information to one another and citizens, both local and at a distance, through the Internet.

c. to work with Internet service providers to provide local telephone calling access to the Internet for as many citizens of Vermillion County as possible.

d. to become a gateway for people to access information about Vermillion County.

e. to be an active participant in the Indiana Community Network Association.

f. to work with Access Indiana on efforts of mutual interest to both parties.

ARTICLE V - ORGANIZATION

Sec. 1. The organization shall be governed by a Board of Directors who shall have full authority to conduct the business of the organization. Individual membership shall be interested persons present at an annual meeting held during the fourth quarter of the calendar year.

ARTICLE VI - BOARD OF DIRECTORS

Sec. 1. The Board of Directors shall number 5-13 people who shall serve two year terms. The first term of one-half of the original Board of Directors shall be for one year in order to establish staggered terms, with one-half of the directors being elected each year thereafter. A director may not serve more than three (3) consecutive terms. The directors shall be elected by the members present at the annual meeting to be held in the fourth quarter of the calendar year.

Sec. 2. Conflicts of interest shall be avoided in all business conducted by the corporation. In any situation in which a director believes there may be a conflict of interest, the potential conflict shall be presented to the board, who shall make a determination of whether a conflict does exist.

ARTICLE VII - OFFICERS

Sec. 1. The Board of Directors shall elect a Chairman, Vice-Chairman, Secretary, and Treasurer, who shall serve one year terms coinciding with the calendar year, and shall carry out the customary roles for each office.

Sec. 2. The Treasurer shall work with the Fiscal Agent of the corporation, which is the Clinton Public Library.

Sec. 3. Vacancies in any office shall be filled at the next meeting of the Board of Directors.

ARTICLE VIII - INDEMNITY OF DIRECTORS

Sec. 1. The Board shall indemnify each director from liability resulting from any action taken in good faith performance of their duties as a member of the Board of Directors.

ARTICLE IX - COMMITTEES

Sec. 1. An Executive Committee shall be established consisting of the elected officers. The duties of the Executive Committee shall be to make decisions as needed when time constraints do not allow for the convening of a meeting of the full board.

Sec. 2. The Board of Directors may establish additional standing or ad hoc committees as may be appropriate to better conduct their business. The Chairman shall appoint members of these committees.

ARTICLE X - FINANCE

Sec. 1. The revenue of the association shall be derived from grants, voluntary contributions, and other sources as may be determined by the Board of Directors.

ARTICLE XI - MEETINGS

Sec. 1. The annual meeting of Access Vermillion County, Inc. shall be held in the fourth quarter of the calendar year.

Sec. 2. The Board of Directors shall meet as often as deemed necessary by the board. Meetings shall be open to the public.

Sec. 3. A quorum shall consist of the members present at any meeting of the Board of Directors.

ARTICLE XII - FISCAL YEAR

Sec. 1. The fiscal year of the corporation shall be the calendar year.

ARTICLE XIII - PARLIAMENTARY AUTHORITY

Sec. 1. The corporation shall be governed by "Roberts Rules of Order, Revised" on points not covered in these bylaws.

ARTICLE XIV - AMENDMENTS

Sec. 1. The Constitution and Bylaws may be amended at any meeting of the Board of Directors, following notice at the previous meeting, by a two-thirds vote of the members present.

Originally adopted: December 10, 1997

Upcoming Events:

Little Italy Festival -August 29-Sept 1, 2008

Newport Antique Hill Climb-October 3-5, 2008

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