Subject: Ottawa Bylaws

From: Dan Eddleman <[email-masked]>
Date: Thu, 1 Apr 93 11:37:51 EST

Forwarded message:
>From [email-masked]  Thu Apr  1 10:25:45 1993
Date: Thu, 1 Apr 93 10:26:10 EST
From: [email-masked] (Christopher P. Tully)
Message-Id: <[email-masked]>
To: [email-masked]
Subject: ottawa bylaws

			      BY-LAWS OF
	       THE NATIONAL CAPITAL FREENET INCORPORATED

			    CORPORATE SEAL

1.    The seal, an impression whereof is stamped in the margin hereof,
      shall  be the seal of the corporation.

		       CONDITIONS OF MEMBERSHIP

2.    Membership in the corporation shall be limited to persons
      interested in furthering the objects of the corporation and shall
      consist of anyone whose application for admission as a member has
      received the approval of the board of directors of the
      corporation.

3.    There shall be no membership fees or dues.

4.    Any member may withdraw from the corporation by delivering to
      the corporation a written resignation and lodging a copy of the
      same with the secretary of the corporation.

5.    Any member may be required to resign by a vote of three-quarters
      (3/4) of the members at an annual meeting.

			      HEAD OFFICE

6.    Until changed in accordance with the Act, the Head Office of the
      corporation shall be at Carleton University in the Regional
      Municipality of Ottawa-Carleton, Province of Ontario.

			  BOARD OF DIRECTORS

7.    The property and business of the corporation shall be managed by
      a board of a minimum of eight (8) directors to a maximum of
      fifteen (15) directors of whom a five (5) shall constitute a
      quorum.  Directors must be individuals, 18 years of age, with
      power under law to contract.   Directors need not be members.

8.    The applicants for incorporation shall become the first
      directors of the corporation whose term of office on the board of
      directors shall continue until their successors are elected.

      At the second meeting of members, the board of directors then
      elected shall replace the provisional directors named in the
      Letters Patent of the corporation.

9.    The Directors shall be elected for a term of three years.
      However, to provide for a rotation, one third shall be elected
      for one year, one third for two years and one third for three
      years. Thereafter, the term shall be three years.  They shall be
      elected each year by the members at an annual general meeting of
      members.

10.   The office of director shall be automatically vacated:

      a.   if a director has resigned their office by delivering a
	   written resignation to the secretary of the corporation;

      b.   if a director is found by a court to be of unsound mind;

      c.   if a director becomes bankrupt or suspends payment or
	   compounds with his creditors;

      d.   if at a special general meeting of members, a resolution is
	   passed by two-thirds of the members present at the meeting
	   that a director be removed from office;

      e.   on death;

      provided that if any vacancy shall occur for any reason in this
      paragraph contained, the board of directors by majority vote,
      may, by appointment, fill the vacancy.

11.   Meetings of the board of directors may be held at any time and
      place to be determined by the directors provided that 48 hours
      written notice of such meeting shall be given, other than by
      mail, to each director.  Notice by mail shall be posted
      electronically at least 14 days prior to the meeting.  There
      shall be at least one (1) meeting per year of the board of
      directors.  No error or omission in giving notice of any meeting
      of the board of directors or any adjourned meeting of the board
      of directors of the corporation shall invalidate such meeting or
      make void any proceedings taken thereat and any director may at
      any time waive notice of any such meeting and may ratify, approve
      and confirm any or all proceedings taken or had thereat.  Each
      director is authorized to exercise one (1) vote.

      If all the directors of the corporation consent thereto generally
      or in respect of a particular meeting, a director may participate
      in a meeting of the board or of a committee of the board by means
      of such conference telephone or other communications facilities
      as permit all persons participating in the meeting to hear each
      other, and a director participating in such a meeting by such
      means is deemed to be present at the meeting.

      A resolution in writing, signed by all the directors entitled to
      vote on that resolution at a meeting of the directors or
      committee of directors, is as valid as if it had been passed a
      meeting of directors or committee of directors.

12.   The directors shall serve as such without remuneration and no
      director shall directly or indirectly receive any profit from a
      director position as such; provided that a director may be paid
      reasonable expenses incurred by them in the performance of their
      duties. Nothing herein contained shall be construed to preclude
      any director from serving the corporation as an officer or in any
      other capacity and receiving compensation therefore.

13.   Retiring director shall remain in office until the dissolution
      or adjournment of the meeting at which their retirement is
      accepted and a successor is elected.

14.   The board or directors may appoint such agents and engage such
      employees as it shall deem necessary from time to time and such
      persons shall have such authority and shall perform such duties
      as shall be prescribed by the board of directors at the time of
      such appointment.

15.   A reasonable remuneration for all officers, agents and employees
      and committee members may be fixed by the board of directors by
      resolution.  Such resolution shall have force and effect only
      until the next meeting of members when such resolution shall be
      confirmed by resolution of the members, or in the absence of such
      confirmation by the members, then the remuneration to such
      officers, agents or employees and committee members shall cease
      to be payable from the date of such meeting of members.

		  INDEMNITIES TO DIRECTORS AND OTHERS

16.   Every director or officer of the corporation or other person who
      has undertaken or is about to undertake any liability on behalf
      of the corporation or any company controlled by it and their
      heirs, executors and administrators, and estate and effects,
      respectively, shall from time to time and at all times, be
      indemnified and saved harmless out of the funds of the
      corporation, from and against:

      a.   all costs, charges and expenses which such director,
	   officer or other person sustains or incurs in or about any
	   action, suit or proceedings which is brought, commenced or
	   prosecuted against them, or in respect of any act, deed,
	   matter of thing whatsoever, made, done or permitted by them,
	   in or about the execution of the duties of their office or
	   in respect of any such liability;

      b.   all other costs, charges and expenses which they sustain or
	   incur in or about or in relation to the affairs thereof,
	   except such costs, charges or expenses as are occasioned by
	   their own wilful neglect or default.

			  EXECUTIVE COMMITTEE

17.   The board of directors may appoint an Executive Committee for
      such purposes and with all such powers as the board of directors
      may determine from time to time.

      The office of an Executive Committee member shall be
      automatically terminated:

      a.   if an executive committee member has resigned their office
	   by delivering a written resignation to the secretary of the
	   corporation;

      b.   if an executive committee member is found by a court to be
	   of unsound mind;

      c.   if an executive committee member becomes bankrupt or
	   suspends payment or compounds with his creditors;

      d.   if at a special general meeting of members, a resolution is
	   passed by two-thirds of the members present at the meeting
	   that an executive committee member be removed from office;

      e.   on death;

      provided that if any vacancy shall occur for any reason in this
      paragraph contained, the board of directors by majority vote,
      may, by appointment, fill the vacancy.

      Meetings of the Executive Committee may be held at any time and
      place to be determined by the executive committee members
      provided that 48 hours written notice of such meeting shall be
      given, other than by mail, to each executive committee member.
      Notice by mail shall be posted electronically at least 14 days
      prior to the meeting.  There shall be at least one (1) meeting
      per year of the Executive Committee.  No error or omission in
      giving notice of any meeting of the Executive Committee or any
      adjourned meeting of the Executive Committee of the corporation
      shall invalidate such meeting or make void any proceedings taken
      thereat and any executive committee member may at any time waive
      notice of any such meeting and may ratify, approve and confirm
      any or all proceedings taken or had thereat.  Each executive
      committee member is authorized to exercise one (1) vote.

      If all the executive committee members of the corporation consent
      thereto generally or in respect of a particular meeting, an
      executive committee member may participate in a meeting of the
      executive committee members by means of such conference telephone
      or other communications facilities as permit all persons
      participating in the meeting to hear each other, and an executive
      committee member participating in such a meeting by such means is
      deemed to be present at the meeting.

      A resolution in writing, signed by all the executive committee
      members entitled to vote on that resolution at a meeting of
      executive committee members, is as valid as if it had been passed
      a meeting of the executive committee members.

			  POWERS OF DIRECTORS

18.   The directors of the corporation may administer the affairs of
      the corporation in all things and make or cause to be made for
      the corporation, in its name, any kind of contract which the
      corporation may lawfully enter into and, save as hereinafter
      provided, generally, may exercise all such other powers and do
      all such other acts and things as the corporation is by its
      charter or otherwise authorized to exercise and do.

19.   The directors shall have power to authorize expenditures on
      behalf of the corporation from time to time and may delegate by
      resolution to an officer or officers or executive committee of
      the corporation the right to employ and pay salaries to
      employees.  The directors shall have the power to enter into a
      trust arrangement with a trust company for the purpose of
      creating a trust fund in which the capital and interest may be
      made available for the benefit of promoting the interest of the
      corporation in accordance with such terms as the board of
      directors may prescribe.

20.   The board of directors shall take such steps as they may deem
      requisite to enable the corporation to acquire, accept, solicit
      or receive legacies, gifts, grants, settlements, bequests,
      endowments and donations of any kind whatsoever for the purpose
      of furthering the objects of the corporation.

			       OFFICERS

21.   The officers of the corporation shall be a president, first
      vice-president, second vice president, secretary and treasurer
      and any such other officers as the board of directors may by
      by-law determine.  Any two offices may be held by the same
      person.  Officers need not be directors, nor members.

22.   Officers shall be appointed by resolution of the board of
      directors at the first meeting of the board of directors
      following an annual meeting of members in which the directors are
      elected.

23.   The officers of the corporation shall hold office for two years
      from the date of appointment or election or until their
      successors are elected or appointed in their stead.  Officers
      shall be subject to removal by resolution of the board of
      directors at any time.

			  DUTIES OF OFFICERS

24.   The president shall be the chief executive officer of the
      corporation. The president shall preside at all meetings of the
      corporation and of the board of directors.  The president shall
      have the general and active management of the affairs of the
      corporation.  The president shall see that all orders and
      resolutions of the board of directors are carried into effect.

25.   The first vice-president and second vice president,
      consecutively, shall, in the absence or disability of the
      president, perform the duties and exercise the powers of the
      president and shall perform such other duties as shall from time
      to time be imposed upon them by the board of directors.

26.   The treasurer shall have the custody of the funds and securities
      of the corporation and shall keep full and accurate accounts of
      all assets, liabilities, receipts and disbursements of the
      corporation in the books belonging to the corporation and shall
      deposit all monies, securities and other valuable effects in the
      name and to the credit of the corporation in such chartered bank
      or trust company, or, in the case of securities, with such
      registered dealer in securities as may be designated by the board
      of directors from time to time.  The treasurer shall disburse the
      funds of the corporation as may be directed by proper authority
      taking proper vouchers for such disbursements, and shall render
      to the president and directors at the regular meeting of the
      board of directors, or whenever they may require it, an
      accounting of all the transactions and a statement of the
      financial position, of the corporation. The treasurer shall also
      perform such other duties as may from time to time be directed by
      the board of directors.

27.   The secretary may be empowered by the board of directors, upon
      resolution of the board  of directors, to carry out the affairs
      of the corporation generally under the supervision of the
      officers thereof and shall attend all meetings and act as clerk
      thereof and record all votes and minutes of all proceedings in
      the books to be kept for that purpose.  The secretary shall give
      or cause to be given notice of all meetings of the members and of
      the board of directors, all shall perform such other duties as
      may be prescribed by the board of directors or president, under
      whose supervision the secretary shall be.  The secretary shall be
      custodian of the seal of the corporation which they shall deliver
      only when authorized by a resolution of the board of directors to
      do so and to such person or persons as may be named in the
      resolution.

28.   The duties of all other officers of the corporation shall be
      such as the terms of their engagement call for or the board of
      directors requires of them.

			EXECUTION OF DOCUMENTS

29.   Contracts, documents or any instruments in writing requiring the
      signature of the corporation, shall be signed by any two officers
      and all contracts, documents and instruments in writing so signed
      shall be binding upon the corporation without any further
      authorization or formality.  The directors shall have power from
      time to time by resolution to appoint an officer or officers on
      behalf of the corporation to sign specific contracts, documents
      and instruments in writing.  The directors may give the
      corporation's power of attorney to any registered dealer in
      securities for the purposes of the transferring and dealing with
      any stocks, bonds, and other securities of the corporation.  The
      seal of the corporation when required may be affixed to
      contracts, documents and instruments in writing signed as
      aforesaid or by any officer or officers appointed by resolution
      of the board of directors.

			       MEETINGS

30.   The annual or any other general meeting of the members shall be
      held at the head office of the corporation or at any place in
      Canada as the board of directors may determine and on such day as
      the said directors shall appoint.  The members may resolve that a
      particular meeting of members be held outside Canadan

31.   At every annual meeting, in addition to any other business that
      may be transacted, the report of the directors, the financial
      statements and the report of the auditors shall be presented and
      auditors appointed for the ensuing year.  The members may
      consider and transact any business either special or general at
      any meeting of the members.  The board of directors or the
      president or either vice-president shall have power to call, at
      any time, a general meeting of the members of the corporation.
      The board of directors shall call a special general meeting of
      members on written requisition of members carrying not less than
      5% of the voting rights.  Thirty members present in person at a
      meeting will constitute a quorum.

32.   Fourteen (14) days' written notice shall be given, sent or
      posted electronically to each voting member of any annual or
      special general meeting of members.  Notice of any meeting where
      special business will be transacted shall contain sufficient
      information to permit the member to form a reasoned judgement on
      the decision to be taken.  Notice of each meeting of members may
      remind the member that he has the right to vote by proxy.

      Each voting member present at a meeting shall have the right to
      exercise one vote.  A member may, by means of a written proxy,
      appoint a proxy holder to attend and act at a specific meeting of
      members, in the manner and to the extent authorized by the
      proxy.   A proxy holder must be a member of the corporation.

      A resolution in writing, signed by all the members entitled to
      vote on that resolution at a meeting of members, is as valid as
      if it had been passed at a meeting of the members.

 3.   No error or omission in giving notice of any annual or general
      meeting or any adjourned meeting, whether annual or general, of
      the members of the corporation shall invalidate such meeting or
      make void any proceedings taken thereat and any member may at any
      time waive notice of any such meeting and may ratify, approve and
      confirm any or all proceedings taken or had thereat.  For purpose
      of sending notice to any member, director or officer for any
      meeting or otherwise, the address of the member, director or
      officer shall be his last address recorded on the books of the
      corporation.

			   VOTING OF MEMBERS

34.   At all meetings of members of the corporation, every question
      shall be determined by a majority of votes unless otherwise
      specifically provided by statue or by these by-laws.

			    FINANCIAL YEAR

35.   Unless otherwise ordered by the board of directors, the fiscal
      year-end of the corporation shall be December 31.

			      COMMITTEES

36.   The board of directors may appoint committees whose members will
      hold their offices at the will of the board of directors.  The
      directors shall determine the duties of such committees and may
      fix any remuneration to be paid.

			 AMENDMENT OF BY-LAWS

37.   The by-laws of the corporation not embodied in the letters
      patent may be repealed or amended by by-law enacted by a majority
      of the directors at a meeting of the board of directors and
      sanctioned by an affirmative vote of at least two-thirds (2/3) of
      the members at a meeting duly called for the purpose of
      considering the said by-law, provided that the repeal or
      amendment of such by-laws shall not be enforced or acted upon
      until the approval of the Minister of Consumer and Corporate
      Affairs has been obtained.

			       AUDITORS

38.   The members shall, at each annual meeting, appoint an auditor to
      audit the accounts of the corporation for report to the members
      at the next annual meeting.  The auditor shall hold office until
      the next annual meeting provided that the directors may fill any
      casual vacancy in the office of the auditor.  The remuneration of
      the auditor shall be fixed by the board of directors.

			   BOOKS AND RECORDS

39.   The directors shall see that all necessary books and records of
      the corporation required by the by-laws of the corporation or by
      any applicable statute or law are regularly and properly kept.

			 RULES AND REGULATION

40.   The board of directors may prescribe such rules and regulations
      not inconsistent with these by-laws relating to the management
      and operation of the corporation as they deem expedient, provided
      that such rules and regulations shall have force and effect only
      until the next annual meeting of the members of the corporation
      when they shall be confirmed, and failing such confirmation at
      such annual meeting of members, shall at and from that time cease
      to have any force and effect.

			    INTERPRETATION

41.   In these by-laws and in all other by-laws of the corporation
      hereafter passed unless the context otherwise requires, words,
      importing the singular number or the masculine gender shall
      include the plural number or the feminine gender, as the case may
      be, and vice versa, and references to persons shall include firms
      and corporations.