By-Laws

GREENWAY NETWORK INCORPORATED

BY-LAWS

 

Article I:  Name and Principal Office.  The name of this organization shall be Greenway Network, Incorporated (hereafter referred to as Greenway Network).  The principle office will be located in Saint Charles County, Missouri.  Greenway Network retains the ability to establish other secondary offices if voted in by the Board of Directors.

Article II:  Registered Agent/Office.  Greenway Network shall have and continuously maintain in the State of Missouri a registered office, and a registered agent whose office is the same as the registered office, as required by The General Not For Profit Corporation Law of the State of Missouri.  The registered office may be identical with the principle office.  The registered agent/registered office may be changed by Greenway Network's Board of Directors.

Article III:  Purpose.  The purpose/mission of Greenway Network is to enhance the quality of life for the people of Missouri by providing recreational and educational opportunities and promoting safety and natural resource conservation programs.  Other purposes of this Not For Profit Corporation may be found as stated in the Articles of Incorporation and may be amended.

Article IV:  Dues.  Dues are payable annually, dating from the day a Member joins, unless a one time payment is received for a Life Membership.

Article V:  Budget.  The Treasurer shall annually draft, for approval of the Board of Directors an annual budget.  The Board and Treasurer will work together to have the budget approved no later than the September Board Meeting.  Copies will be made available to any Member upon request.

Article VI:  Voting Procedures and Quorum

Section 1.   The presence of a majority of the whole Board of Directors shall be a requisite for the transaction of business by Greenway Network.   In terms of a quorum vote by the whole Board of Directors, we will also abide by those rules written in the General Not For Profit Corporation Law of the State of Missouri, our By-laws, or the Articles of Incorporation of Greenway Network.  Rule of order for all meetings of Greenway Network shall be the most recent copy of Robert's Rules of Order.  Votes concerning personnel matters will be taken by secret ballot.  The voting procedure for all other matters may be determined by the Board of Directors, unless prescribed elsewhere by law, the Articles of Incorporation or these By-laws.

Section 2.  In the case of dissolution of Greenway Network, a two-thirds vote  of the Board of Directors shall be required.  Notice of such a vote must be given 10 days in advance via mail to all members of the Board of Directors and Officers.  In the event of dissolution of Greenway Network, Inc., all net assets shall be disposed of in such a manner as required law, particularly Not For Profit Corporate Law of Missouri and Section 501(c)3 of the Internal Revenue Code, as it now exists or may hereafter be amended, or any corresponding section of any future tax code.  Any portion of the funds or holdings of Greenway Network that have been donated for specific purposes or projects will be designated to the extent possible.  Greenway Network, Inc. shall also make provisions for the payment of all liabilities of the Corporation.

Section 3.  Extraordinary business of the organization may be conducted by the Board of Directors via a telephone poll or e-mail if a particular vote is required and time is of essence.  The quorum for a telephone poll or e-mail vote shall be a majority of the elected Board of Directors.  However, a reasonable effort must be made to contact all Board Members by both telephone and e-mail, (if the specified Director maintains both means of communication), allowing at least a 24 hour response time unless such a time period would render the issue at point mute.  Business and voting of the whole Board can also be conducted by teleconference, email, video conference or similar means provided that all members communicate with each other.  Any Board Members conducting a meeting via these kinds of communication equipment will be judged as having a presence in person at that particular meeting.  Also, voting presence decisions can be mixed, such as if some members of the Board of Directors were meeting in person and some were participating via teleconference or videoconference.  All votes taken in the above manners, must be confirmed and recorded in the minutes of the next face-to-face monthly meeting of the Board of Directors.

Section 4.  Members of the Board of Directors for Greenway Network, who possess voting rights, will be entitled to cast one vote on each matter of business that comes before the Board.  A majority vote of a quorum of the Board of Directors is all that is needed to pass a motion, unless otherwise prescribed in these By-laws, the Articles of Incorporation or the laws of Missouri or the United States of America.

 

Article VII: Membership and Members

Section 1.  Membership is open to all individuals who wish to promote our goals or projects and who pay the annual membership fees or join in other categories as indicated by the Board of Directors.

Section 2.  Greenway Network Members may serve on any committee as organized by the Corporation. 

Section 3.  Members of Greenway Network, Inc., other than a Director, do not possess the power to vote at any meeting of the Board of Directors, unless otherwise specified in these By-laws, the Articles of Incorporation, or the laws of Missouri or the United States of America.

Section 4.  Membership in the "family" category will include, under the rules of civil law, family members related to each other by the first or second degree of kinship.

Section 5.  The following shall constitute the initial membership categories:

$10.00 Student/Senior    

$25.00 Individual

$30.00 Family          

$50.00 Friend

$1000.00 Life

$100.00 Business

$500.00 Eagle                    

$_______ Other

 

Article VIII: Meetings of the Board of Directors, Special Meetings and the Annual Meeting

Section 1.  The annual meeting of Greenway Network, Inc. shall be held annually as chosen by the Board of Directors.  The President shall conduct meetings.  At the annual meeting, the Secretary shall present the annual report of the Corporation's activities and its plans for the future.  The Treasurer shall present an annual financial report.  Regular additional meetings of the Board of Directors can be established via resolution either within or without the State of Missouri.  Monthly Board meetings will be considered the norm unless the Board of Directors votes otherwise.  All members of Greenway Network shall receive written notice of the annual meeting, to be postmarked at least 21 days before the meeting.

Section 2.  Special meetings of the Board of Directors shall be called by the President with written concurrence of any two Board Members at the time and place of their choosing.   Board Members shall be notified of any special meeting called, by two of the following means;  in person, by telephone, telegram, e-mail, or U.S. mail delivered 6 days in advance of the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope addressed, with postage prepaid.  If notice is given via telegram, such notice shall be deemed delivered when the telegram is delivered to the telegram company.  E-mail is considered delivered when sent and confirmation is received with no notice of transmission failure.  The attendance of any Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.   Any Director can waive notice of any special meeting.  Unless specially required by law or these By-laws, the contents or reason for calling a special meeting need not be disclosed.

Section 3.  Adjournment:  If a quorum shall not be present at any such meeting, the Directors present shall have the power to adjourn the meeting, without notice, other than announcement at such meeting and recording of such with the monthly minutes so as to be reviewable by those not present, to a specified date.  At the subsequent session of any such adjourned meeting, at which a quorum shall be present, any business may be transacted which could have been transacted at the original session of the meeting.

 

Article IX: Indemnification of Officers and Directors.  No Officer or Director of Greenway Network shall be liable to another Officer, Director or other person for any action refused to be taken or action taken by an Officer or Director with respect to matters within his/her official duties except if there is neglect, failure, or misconduct of those official duties within the organization of Greenway Network.  Any current Director, Officer or former Director or Officer of Greenway Network and their legal counsel shall be indemnified by Greenway Network against counsel fees, liabilities, expenses, and cost incurred by that person or their estate, if a lawsuit, claim, preceding, or action is brought against them and if that former Officer or Director or current Officer or Director has not engaged in neglect, failure, or misconduct of their official duties within Greenway Network.  These indemnification clauses will also apply in respect to any amount paid in compromise of any lawsuit, claim, proceeding or action against any Current or Former Officer or Director if said compromise settlement is first approved by Greenway Network's Board of Directors and said Officer or Director involved has not engaged in neglect, failure, or misconduct within the scope of their duties in Greenway Network.  Directors and Officers shown to have engaged, or been accused by another Officer or Director with clear-cut evidence of neglect, failure, or misconduct of their duties shall lose their right to vote on Board matters within Greenway Network.  The right to indemnification in this article may be superseded by other rights lawfully entitled to our citizens.  Any compromise settlement provided by this article shall be effective without the consent of a court but may be affected by other laws provided to the United States of America's citizens.  The Board of Directors may rely upon legal counsel to represent itself during determinations directed at a Board Member or Officer that has participated in neglect, failure or misconduct of their official duties in Greenway Network, Inc.

 

Article X: Board of Directors and Officers

Section 1a.  Board of Directors

The affairs and property of the Corporation shall be managed by the Board of Directors of the Corporation.  The Board of Directors is vested and shall have all powers and authorities, except as may be expressly limited by law, the Articles of Incorporation or these By-laws, to direct, control, supervise, and manage the affairs, activities, and property of the Corporation, to determine the policies of the Corporation, to do or cause to be done any and all lawful things on behalf of and for the Corporation, to exercise or cause to be exercised all or any of its privileges, powers, or franchises, and to seek the effectuation of its powers and objects; provided, however, that:

(a) None of the powers of the Corporation shall be exercised to carry on activities which are not in furtherance of the purposes of the Corporation; and

(b) All income and property of the Corporation shall be applied exclusively for its not-for-profit purposes.  No part of the assets or part of the net earnings of the Corporation shall inure to the benefit of any Officer, Contributor, Director, or any other private individual having, indirectly or directly, a personal or private interest in the activities of the corporation; and

(c) The Board of Directors shall not authorize or permit the Corporation to engage in any activity not permitted to be transacted by law, the Articles of Incorporation or these By-laws.

Section 1. b.  Number of and Qualifications of Directors:   Board Members may total no more than 24 and no less than 4.  This number may be changed on the high end by amendment to these By-laws if needed.  To qualify for Greenway Network's Board of Directors, persons running for a post must show a willingness to function in a "Working Board" capacity in accordance with our mission statement and goals or projects.  In addition, they will perform the fiduciary duties normally associated with Corporate Directors to maintain the health and integrity of the Corporation and will ensure adherence the Articles of Incorporation, and these Bylaws.   Any paid Executive Director, or other paid staff person, may not serve on the Board of Directors.

Section 1. c. Terms of Office/ Election: The initial Board will be those specified in the Articles of Incorporation.  Subsequently, new Directors will be elected by a majority vote of the standing Board. Tie votes shall be broken by the President.  Directors will typically serve two year terms.  There is no limit on the number of terms one can serve.  Fifty percent (rounded up or down when the board has an odd number of members) of the Board will be elected, at the Annual Meeting, beginning in the year 2001.  In order to initiate this process, during the Annual Meeting of 2000, current Directors will "draw straws" to see whose term expires in the year 2001 and whose is extended until the year 2002.  When vacancies are filled, the standing Board will determine the length of the new Director's term (no more than two years), with the goal of maintaining the annual fifty percent election scheme.  Vacancies may be filled at anytime.

Section 1. d.  Removal of Directors:  Directors may be removed from the Board of Directors by either a 2/3rd vote of the Board of Directors at any time, or a 2/3 vote of the Members at the Annual Meeting, if it is deemed in the best interest of Greenway Network.  If a Director fails to attend four consecutive Board Meetings, a vote of the Board of Directors is mandatory.

Section 1. e.  Resignation:  Directors may resign from Greenway Network by sending a signed letter of resignation to the Secretary, who will inform the Board of Directors.  

Section 1. f.  Reimbursement:   Directors may receive reimbursement for expenses reasonably incurred for the benefit of Greenway Network.  Expenses submitted to the Treasurer for reimbursement should be in accordance with the general financial health of Greenway Network.  Board Members should be cost conscious and put the survival of Greenway Network at a high priority.  Reimbursement must be approved by a vote of the Board of Directors.

Section 2.a. Officers

Officers:  The Officers of Greenway Network shall be President, Vice-President - Membership, Vice-President - Revenue Generation, Treasurer,  Secretary and Parliamentarian.  The Office of Executive Director may be created if the Board deems it necessary.  Any two or more offices may be held by the same individual, except for the posts of Secretary and President.  All of the above Officers, except the Executive Director, shall serve without compensation.  The Board of Directors may create, and fill through election, other such offices as deemed desirable with duties described by the Board.  The Board also possesses the right to alter the duties of the current offices.

Section 2.b.  Duties:  

1.)  President: The President shall be a member of the Board of Directors.  The President shall preside at all meetings of the Board of Directors, and Membership, and will control and supervise all the affairs and business of Greenway Network.  The President may sign any deeds, mortgages, contracts, bonds, or other instruments which the Board of Directors has authorized to be executed.  This section, may be supplemented by further duties and restrictions as prescribed elsewhere in these By-laws.

2.) Vice-President  -  Membership:  The Vice-President - Membership shall be a member of the Board of  Directors.  The Vice-President - Membership's primary duties are development of a specific plan to increase membership in Greenway Network, ensure that the aforementioned plan is implemented, provide feedback to the Board of Directors from the membership on their ideas to increase membership, maintain membership and increase Greenway Network's effectiveness in accomplishing its overall goals.  The Vice-President-Membership will issue a monthly report at each Board Meeting detailing progress over the last month, plans for the coming month, if available and pertinent long term plans, and what type of support the Board of Directors can provide to further these efforts.  In the absence of the President, or upon the President's refusal, or inability to carry out his duties, the Vice-President - Membership shall carry out the duties of the President, with all the powers, and subject to all the restrictions placed upon the President.  This section, may be supplemented by further duties and restrictions as prescribed elsewhere in these By-laws . 

3) Vice-President - Revenue Generation: Vice-President - Revenue Generation shall be a member of the Board of Directors.  The primary duties of the Vice-President - Revenue Generation are development of a specific plan to increase the flow of revenue into Greenway Network and ensure that the plan is implemented.  This plan will include, among other things, a listing of known grant opportunities, the source and requirements for these grants and the deadlines for filling, current sources of revenue and any known opportunities for income. The Vice-President - Revenue Generation will issue a monthly report at the Board Meetings detailing successes of the previous month, plans for the upcoming month, if available and pertinent long term plans, and what type of support the Board of Directors can provide to further these efforts.  In the absence of the President and Vice-President - Membership, or upon their refusal, or inability to carry out their duties, the Vice-President - Revenue Generation shall carry out the duties of the President, with all the powers, and subject to all the restrictions placed upon the President.  This section may be supplemented by further duties and restrictions as prescribed elsewhere in these By-laws.

4) Treasurer: The Treasurer shall be a member of the Board of Directors.  The Treasurer administers the finances of Greenway Network, supervises the keeping of the Corporation's financial records, presents a written monthly summary of all financial activity during the previous month at each Board Meeting, prepares the annual budget and keeps the Board of Directors apprised of any short or long term financial concerns.  The Treasurer shall submit an annual financial statement to the Board for presentation and approval at the annual meeting.  The Treasurer shall ensure all required paperwork is filed with the Missouri Department of Revenue and the United States Internal Revenue Service.  The Treasurer approves payment of all bills against Greenway Network. The Treasurer shall secure the signature of at least one other Board Member and approval from the President when writing checks for unbudgeted items over $100.00.  Unbudgeted items over $1,000.00 shall be approved by the Board in advance.  The Treasurer shall maintain complete records and deliver the records to their successor at the end of their term in office. Such records shall be easily accessible, organized, and if in digital form properly backed-up.  This section, may be supplemented by further duties and restrictions as prescribed elsewhere in these By-laws

5.) Secretary: The Secretary shall be a member of the Board of Directors, shall keep minutes of all the meetings of the Board of Directors, and Membership, maintain a membership list, collect membership fees from new or renewed members, and send out required notices of the Annual, Membership and  Board  Meetings in a timely manner before such meetings.  The Secretary shall prepare for the public and Greenway Network a written report and summary of the Annual Meeting with a copy mailed to each official Member of Greenway Network.  They will be a custodian of the Corporation's seal and official records as required by law, and see that the seal is affixed to any or all documents that may require the seal.  The Secretary will keep a register of the post office address of each Director and will ensure communication with the Missouri Secretary of  State, including the filing of an Annual Report.   Records will be kept in a manner so that they are easily accessible and orderly.  Computer files will be appropriately backed up. This section, may be supplemented by further duties and restrictions as prescribed elsewhere in these By-laws.

6.) Parliamentarian:  The Parliamentarian shall be a member of the Board of Directors. As created here, the Parliamentarian is a pro-active position designed to ensure conformance to these By-laws, the Articles of Incorporation and Robert's Rules of Order.  As such, the Parliamentarian's duties are to become familiar with these documents and become the focal point in seeing that they are followed.  This  position in no way relieves, or supplants,  the other Board Members' duty to maintain a working knowledge of these documents and ensure that they are followed.  It only serves to reinforce the Corporation's efforts to work within its own rules by creating an Officer, who by definition, is to bring it to the Board's attention when such is not the case.

7.) Executive Director:  The Executive Director will function as chief executive officer of Greenway Network.  The duties of this position shall be as follows:

A.) Manage staff and development as appropriate to Greenway Network's mission statement.

B.) Serve as Equal Opportunity and Affirmative Action Officer.

C.) Manage the short and long  term plans of Greenway Network with direction from the Board of Directors.

D.) Prepare contracts, provide fiscal management, help with fund drives, direct membership drives, and work with the committees.

Any compensation for this position will be set by the Board of Directors.  If compensated, the Executive Director shall not posses any voting rights regarding Greenway Network, nor hold any other office. This section, may be supplemented by further duties and restrictions as prescribed elsewhere in these By-laws.

Section 2. c. Terms/Election:  The Officers shall be elected, by the Board of Directors, at the Annual Meeting.  They shall serve one year terms with no restriction on the number of terms an individual may serve in any position.   The President will notify the Board of those who are interested in running for, or have been nominated for, the posts of  President, Vice-President - Membership, Vice-President -Revenue Generation, Treasurer,  Secretary  and Parliamentarian prior to the Annual Meeting.  Other nominations may be taken from the floor at this meeting provided that the nominee is present, a member of Greenway Network, and accepts the nomination.  If the nominee cannot be present at this Annual Meeting, they may send a notarized statement stating their acceptance of the nomination to the post in question to the Secretary of Greenway Network before the annual meeting begins or else their name may be withdrawn.  A secret ballot will be used to elect new Officers.  Those nominees receiving the highest number of valid votes cast will be elected; a tie vote will be broken by the President  (as seated at the start of the meeting).  A tie in the voting for election of President shall be broken by the Vice-President-Membership (as seated at the start of the meeting).  Election of an Executive Director may occur at anytime, in this case a tie vote results in the position remaining unfilled.

Section 2. d.  Removal: Any Officer appointed or elected by the Board of Directors may be removed by a 2/3rds vote of the Board of Directors whenever the best interests of Greenway Network deem it necessary.  Any removal shall not violate the contract rights of the officer being removed.

Section 2. e.  Resignation:  Officers may resign by sending a signed letter of resignation to the Secretary.  The Secretary will immediately inform the Board of Directors.  

Section 2. f . Vacancies:  Vacancies may be filled at any time, by a majority vote of the standing Board of Directors.  No business will take place if either the position of Treasurer or Secretary is unfilled.

 

Article XI:  Committees and Appointed Positions

Section 1.  Formation of and Terms of Office:  The Board of Greenway Network may create one or more temporary or permanent committees which shall serve at the discretion of the Board of Directors.  The Board shall specify the purpose, member qualifications and numbers for these committees.  A primary requirement is that any participating committee member be a Member of Greenway Network.  All committee meetings are open for general attendance by other Greenway Network Members who may wish to attend.  Members of these committees may be removed from a voting capacity by a majority vote of the Board of Directors if the best interest of Greenway Network warrants.  Committees may last as long as needs so indicate.

Section 2.  Rules, Chair-person, and Quorum: The committees may only adopt rules consistent with Greenway Network By-laws, Robert's Rules of Order, the Articles of Incorporation, the law of the land and any future rules created by the Board of Directors.  A Chair-person will be appointed for each standing committee by the Board of Directors.  A majority of the whole committee shall constitute a quorum for managing the affairs of the committee.

Section 3.  Executive Committee:  Greenway Network's Board of Directors, by resolution adopted by a majority of the whole Board, may designate two directors and the Officers of the Corporation to form an Executive Committee.  The Executive Committee shall meet at regular intervals as determined by resolution adopted by the Board and shall have and exercise, to the extent provided in such resolutions, all of the authority of the Board of Directors in the management of Greenway Network provided that; (1) the Executive Committee shall at all times be subject to the general control and supervision of the Board of Directors; (2) that this committee shall report all of its actions and decisions to the Board of Directors at the next meeting of the Board; (3) that members of the Executive Committee may be removed, and new members appointed, at any time by a majority vote of the whole Board; (4) the Executive Committee shall not have the authority of the Board of Directors in reference to removing any member of any committee or any Director or Officer of Greenway Network, authorizing the sale, exchange, lease, or mortgage of all or substantially all of the assets or property of the corporation or revoking proceedings thereof, adopting a plan for the distributions of the assets of the corporation, or repealing, altering, or amending any resolution of the Board of Directors which specific authorizations contained within such resolution; and (5.) the designation of this Executive Committee and authority delegated to herein provided shall not operate to relieve the Board, or any member thereof, of any responsibility imposed upon such Board, or any individual member thereof, by law.

 

Article XII: Advisory Board

Section 1.  The Board of Directors  may establish an Advisory Board.  The Advisory Board shall provide assistance and advise the Board as issues, programs, grants, or goals warrant them.  The Advisory Board shall have no powers to direct affairs of Greenway Network  nor legally bind the corporation.

Section 2.  The Advisory Board may have no more than 24 members.  The members of the Advisory Board need not be Members of Greenway Network.

Section 3.  The Advisory Board shall have one Chairman, who may convene meetings when deemed necessary.  However, the Advisory Board shall have at least one meeting per year.

Section 4.  At the Annual Meeting, the Board shall elect members of the Advisory Board, and those members shall hold office until the next Annual Meeting.  The Board may elect additional members as deemed necessary to the Advisory Board provided that the total shall not exceed 24.  Any such member of the Advisory Board shall hold their position until the next Annual Meeting.  Advisory Board Members will be subject to re-appointment after one year..  There is no limit to the number of terms an Advisory Board Member may serve.

Section 5.  Greenway Network shall not pay any compensation to the members of the Advisory Board.  Their efforts are purely of a volunteer nature.  They may be reimbursed by the same methods described for Directors in Article X, Section 1.f. of these By-laws.

Section 6.  Any member of the Advisory Board may resign by writing a letter to Greenway Network's Secretary, who shall inform the Board of Directors.

 

Article XIII:  Property, Funds, Assets, and Fiscal Authority

Section 1.  Property, Funds, and Assets:  All property, funds, and assets of any nature received or acquired by the corporation shall be taken, held, disposed of, and expended in the following manner:  All monies received from membership fees and sale of publications, or derived in any manner from the business operations of Greenway Network, shall be deposited in an operations fund and shall be used for support of Greenway Network's mission and activities; publication of technical and popular publications; the development of the library; purchase of sales publications, stationary, miscellaneous supplies and equipment, travel expenses, staff employment; and other miscellaneous expenses incurred by the corporation in the usual course of business.  Money received by donations, grants, loans for specific purposes shall be expended only for the purpose specified by the donor.  A separate bank account may be established if needed for accounting purposes for special needs or projects in this regard.  The corporation shall maintain all funds in any bank or savings and loan association whose deposits are insured by an agency of the United States.  The Board of Directors shall determine the financial institutions used for this purpose. 

Section 2.  Contracts:  The Board of Directors may authorize any Officers or Officer, agent or agents of Greenway Network, in addition to the Officers so authorized by these Bylaws, to enter into any contract or deliver or execute any instrument in the name of and on behalf of Greenway Network, and such authority may be general or confined to specific instances.  Any such contracts must have the purpose of fulfilling the goals or mission statement of Greenway Network, Inc. as stated in its By-laws and Articles of Incorporation.

Section 3.  Prohibited Loans:  Greenway Network shall not make any loan or lend money to any Officer or Director of the Corporation or other persons outside of Greenway Network.

Section 4.  Gifts/Grants:  The Board of Directors may accept, on behalf of Greenway Network, any gift, contribution, devise, bequest  or grant for the general purpose or for any special purpose to further the goals of Greenway Network.

Section 5.  Fiscal Year:  The fiscal year of Greenway Network shall be determined by the Board of Directors.  The Board shall have the power to change the fiscal year of the corporation, from time to time, which shall become the taxable year upon approval of the Internal Revenue Service.

 

Article XIV: Amendments:  Amendments to these By-laws will be made in accordance with the General Not For Profit Corporation Law of Missouri.

 

Article XV:  Waiver of Notice:  Whenever any notice is required to be given under the provision of the General Not for Profit Corporation Law of the State of Missouri, or under the provision of the Bylaws of Greenway Network, Inc., a waiver thereof, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

Article XVI:  Miscellaneous:  The Board of Directors shall adopt a corporate seal, logo, or other generic artwork as it sees fit.

 

Article XVII:  Books and Records:  All books and records of Greenway Network may be inspected by any Director, or his agent or attorney for any proper purpose at any reasonable time.  Greenway Network shall keep complete and correct books and records of accounts and shall also keep minutes of the proceedings of its Board of Directors and standing committees having any authority of the Board of Directors, and shall keep at its registered or principle office a record giving the addresses and names of the Directors.

 

Article XVIII: Correspondence/Communication:  No Director, or Officer  may relate an opinion in a manner which indicates that it is the official position of Greenway Network, unless the Board of Directors has passed, by vote, a motion stating the official position  of Greenway Network.  This limits, but is not limited to, use of  Greenway Network letterhead for correspondence, and/or use of a signature line representing an individual as a Director, or one of the Officers, of Greenway Network, or indication of such a position held elsewhere in the document in a manner to imply that the statements made are the official position of Greenway Network.  This Article does not address, daily correspondence required in the operation of the Corporation as prescribed elsewhere in these By-laws.  In correspondence for public dissemination, or dealing exclusively with Greenway Network's position on a matter, it is desirable but not required that the document carry the signature of the President and one other Director.

 

Article XIX: Restrictions on Activities:  Notwithstanding any other provisions of these Bylaws, no member of the Board of Directors, Officer, employee, agent, or other representative of the Corporation shall take any action to carry on any activity by or on behalf of the Corporation not permitted to be taken by an organization exempt under Section 501(c)3 of the Internal Revenue Code, as it now exists or may hereafter be amended, or any corresponding section of any future tax code.

 

Article XX:  Certificate:  The foregoing By-laws were duly adopted as and for the By-laws of Greenway Network, Inc at its regular meeting, on August 9, 1994, and amended at the Annual Meeting on November 8, 2000.