EASTMAN Community Computing Inc. BY-LAW NO.1 1. INTERPRETATION 1.1. In the by-laws of the Corporation, unless the context otherwise requires: a."Act" means The Corporation Act (Manitoba) and any statue that may be substituted therefor, as from time to time amended; b."appoint" includes "elect" and vice versa; c."board" means the board of directors of the Corporation; d."by-laws" means this by-law and all other by-laws of the Corporation from time to time in force and effect; e."Corporation" means EASTMAN Community Computing Inc.; f."employee" means any person doing work for the Corporation in a capacity approved by the board or the personnel committee, whether for pay or on a voluntary basis; g."Chief System Operator" is that person nominated by the Board of Directors to be responsible for the ongoing operation, maintenance, security and programming of the system as well as staffing the functions associated with the operation of the system. Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein. 1.2. Words importing the singular number include the plural and vice versa; words importing gender include the masculine and feminine and neuter genders and where appropriate the feminine may be substituted for the masculine. 2. OBJECTIVES 2.1. The objectives of the Corporation as set out in its Articles of Incorporation shall be carried out on an exclusively charitable basis and without purpose of gain for its members. Any profits or other accretions to the Corporation shall be used for promoting its objectives. 3. MEMBERSHIP 3.1. Membership in the Corporation shall be open only to individuals. 3.1.1 Corporations, associations and other groups shall be granted associate membership privileges with all the rights and privileges of a member save and except only the right to vote. 3.2. Age and Voting - Members may be of any age. Voting members must be individuals sixteen (16) years of age or over. Only members eighteen (18) years of age or older may be officers or directors. 3.3. Application for Membership - Persons wishing to become members of the Corporation shall be admitted as members upon their submitting an application for membership to the Secretary and paying the required membership fees. 3.4. Membership Term - The membership term shall be one year. The membership term for a new members shall commence upon the date of the application for membership. The membership year for a renewing member shall commence upon the expiry of the member's current membership. 3.5. Fees - the board may adopt a by-law setting a membership fees for each class of members in the Corporation. This by -law and any amendments to its shall come into effect only after being ratified at a meeting of members. Existing members shall not be required to pay a membership fee until the expiry of their term of membership. 3.6. Voting - Each voting member has one vote and may not vote by proxy. 3.7. Termination of Membership - A membership in the Corporation may be terminated: a. by the member writing a letter of resignation to the Secretary-Treasurer; b. by the member failing to submit an application for renewal of membership and pay any required membership fee within the month of the expiry of the member's membership term; c. by an infringement of the by-laws or by conduct considered by a three-quarters (3/4) majority of the board of directors to be detrimental to the Corporation. 3.8. Procedure on Termination - A member whose membership is terminated under paragraph 3.7.c shall be given at least two weeks notice by mail including a written statement of the grounds for the proposed termination of membership. The member shall be allowed to attend the meeting of the board at which the motion for termination is debated and to present evidence and argument against the proposed termination for up to one hour unless the board agrees to allow a longer time. A member whose membership has been terminated may appeal the termination to the members at the next General Meeting by giving written notice of appeal to the corporation within thirty (30) days after the meeting at which the membership was terminated. When a former member files a notice of appeal a representative of the board shall be allowed up to ten minutes at the General Meeting to state the board's reasons for terminating the membership and the former member shall be allowed up to twenty minutes to state his or her case. A member whose membership has been terminated may be readmitted to membership only with the approval of the board. 3.8.1 A member given notice of termination under paragraph 3.8 may have his rights and privileges as a member suspended pending review by the Board of Directors if his actions are deemed to cause a breach in system security, may result in legal action against the corporation, or otherwise significantly damage the corporation or its members in the judgement of 2 of the Chief System Operator, the Chairman, and the Secretary Treasurer or their designates. 4. MEETINGS OF MEMBERS 4.1. General Meeting - There shall be one General Meeting of the Corporation each year which shall be held on a date fixed by the board of directors which date shall be not more than fourteen (14) months after the date of the previous General Meeting of members. 4.2. Special Meetings - The board may be resolution call a Special Meeting of the members at any time. 4.3. Requisition for Special Meeting - The board shall call a Special Meeting of members if such a meeting is requested by a requisition signed by at least five percent of the members in good standing. The requisition shall state the purpose for which the meeting is to be called. 4.4 Notice of Meetings - Notices of General or Special Meetings shall be given to all members, in the manner provided in Section 16, not more than 50 nor less than 21 days prior to the date of the meeting. The notice shall state the time, date, place, and the agenda of the meeting. 4.5. Quorum - Fifteen (15) members shall constitute a quorum at a General or Special Meeting. 5. ELECTION OF BOARD OF DIRECTORS 5.1. Election - The board of directors shall consist of at least four (4) and not more than Six (6) voting members who shall be elected at the General Meeting. 5.2. Ex-Officio Directors - The board or the members may appoint any number of ex-officio directors any time. Ex-officio directors shall be entitled to attend meetings of the board and to speak but not to vote or propose or second motions. 5.2.1 Chief System Operator - The Chief System Operator shall be an Ex-Officio Director. 5.3. Vacancies - A vacancy occurring on the board of directors between General Meetings may be filled by the board from among the members of the Corporation or the board may, at its sole discretion, call a Special Meeting of members for the purpose of filling the vacancy. 5.4. Removal of Absence - A member of the board of directors shall cease to be member of the board if he or she is absent from three consecutive meetings without an excuse satisfactory to a majority of the board of directors. Directors removed in this manner shall be notified in writing by the Secretary. 5.5. Removal for Cause - The board may be a vote of two-thirds (2/3) of the directors present at a meeting remove a director for cause provided that all directors have been given seven (7) days notice of the meeting and the director to be removed has been given a written statement of the alleged cause for removal. 5.6. Term of Office - The directors named in the Articles of Incorporation shall hold office until the first General Meeting of the Corporation. At the first General meeting of the Corporation one half of directors shall be elected for a term of one year and one half for a term of two years. At all subsequent General Meetings directors shall be elected for a term of two years. No director may be elected or more than three (3) consecutive terms. 6. MEETINGS OF THE BOARD 6.1. Calling of Meetings - Meetings of the board shall be held from time to time and at such time and place as the board, the President, and any two other Officers or any five other directors may determine. 6.2. Place of Meetings - Meetings of the board shall be held within the Province of Manitoba unless the board decides otherwise by resolution. 6.3. Quorum - Three (3) voting directors shall constitute a quorum. 6.4. Notice of Meeting - Notice of the time and place of each meeting of the board shall be given in the manner provided in Section 16 to each director not less than (7) days before the time when the meeting is to be held unless two-thirds (2/3) of the board agrees to shorter notice at the meeting. 6.5. Agenda - A notice of meeting of directors must specify the purpose of or the business to be transacted at the meeting. The board may be a vote of two-thirds (2/3) of the directors present at the meeting add additional items to the agenda except where the Act requires such purpose or business to be specified; including any proposal to: a. fill a vacancy in the board of directors, Officers or Auditor, remove a director or Officer from office, or expel a member of the Corporation; b. adopt or amend by-laws; c. submit to the Members any matter requiring the approval of the members. 6.6. Waiver of Notice - A director may in any manner waive notice of or otherwise consent to a meeting of the board and a director who attends a meeting and votes shall be deemed to have waived any objection to the notice of the meeting. 6.7. Meetings by Telephone - If a majority of the directors consent, a director may participate in a meeting of the board or of a committee of the board by means of such 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. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board held while a director holds office. 6.8. Adjourned Meeting - Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting. 6.9. Regular Meeting - The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meeting shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act or this by-law requires the purpose thereof or the business to be transacted thereat to be specified. 6.10. Votes to Govern - At all meetings of the board every question shall be decided by a majority of the votes cast on the question. The chair of the meeting shall not vote except in the case of an equality of votes. 6.11. Number of Meeting per Year - The board shall hold a minimum of four meetings in each calendar year. 6.12. Open Meetings - Meetings of directors shall be open to the public but for the purpose of discussing matters related to a. personnel; b. contracts; c. disciplinary measures (including conflict of interest) where the directors may decide by motion at any time to hold all or part of a meeting in private and require that the discussions during the private portion of the meeting be confidential. 6.13. Reports - Each committee chair and officer of the board shall submit a report to each meeting of the board (other than an emergency meeting) at least 48 hours prior to the meeting. 7. OFFICERS 7.1. Positions - The officers of the Corporation shall be: a. The Chairman; b. The Vice-Chairman; c. The Secretary-Treasurer. 7.2. Election of Officers - The board of directors shall elect the Officers of the Corporation from among its members at its first meeting following each General Meeting of the Corporation at which directors are elected. 7.3. Term of Office - The officers shall hold their offices until their successors are elected. 7.4. Removal from Office - Officers may be removed from office by a resolution of the board of directors provided that all directors have been given at least seven (7) days notice of the motion. 8. DUTIES OF OFFICERS 8.1. Chairman - It shall be the duty of the Chairman to preside at meetings of the board, the Members and the Officers and to manage the affairs of the Corporation and see that all decisions of the board of directors and the Members are carried into effect. 8.2. Vice-Chairman - It shall be the duty of the Vice-Chairman to preside at meetings in the absence of the Chairman, to perform the duties of the Chairman in the event of the absence or disability of the Chairman and to perform such other duties as may be imposed by the board of directors. 8.3. Secretary - Treasurer - It shall be the duty of the Secretary to keep a roll of all members; to prepare notices of meetings and to ensure they are sent to all members in accordance with the by-laws and regulations; to take or to arrange to have taken the minutes of all General, Special and board meetings; to receive, prepare and send correspondence as directed by the board of directors; and to carry out other duties as requested by the board of directors. 8.3.1 It shall also be the duty of the Secretary-Treasurer to receive and deposit all monies paid to or received by the Corporation; to keep a record of all receipts and disbursements; to prepare financial reports to be presented at each General Meeting; to provide the appointed Auditors with all financial records required for the annual audit; to pay all bills contracted by the Corporation and approved by the board of directors. 8.5. Delegation - The board may delegate all or some of the duties of any officer to employees of the Corporation. 9. CONFLICT OF INTEREST 9.1. A director or officer who is a party to, or who is a director or officer of or has a material interest in any corporation, partnership or trust who is a party to, a material contract or proposed material contract with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or proposed contract shall be referred to the board of members for approval even if such contract is one that in the ordinary course of the Corporation's business would not require approval by the board or members, and a director interested in a contract so referred to the board shall not vote on any resolution to approve the same except as provided by the Act. 10. REMUNERATION OF DIRECTORS 10.1. Directors shall serve without remuneration. 10.2. Directors may receive reimbursement of indemnity for expenses and liabilities incurred by them in the performance of their duties as directors. Details of any such reimbursement shall be provided to the membership by the Secretary-Treasurer at least quarterly by way of a document posted on the FreeNet. 11. EMPLOYEES 11.1. The board may employ persons to operate the Corporation and my specify the duties and, in accordance with this by-law and subject to the provisions of the Act, delegate to such employees powers to manage the business and affairs of the Corporation., 11.2 The board may delegate to a personnel committee consisting of members of the board the power to hire and dismiss employees and to fix the terms of employment of employees. 12. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS 12.1.. Subject to the provisions of the Act, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer of employee, of for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto, unless the same are occasioned by his or her own wilful neglect or default; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof. 12.2. Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is ow was a member of creditor (or a person who undertakes or has undertaken any liability on behalf of the corporation or any such body corporate) and his or hers heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if: a. he or she acted honestly and in good faith with a view to the best interest of the Corporation; and b. in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. 12.3 Insurance - Subject to the limitations contained in the Act, the Corporation may purchase and maintain such insurance for the benefit of its directors, officers, volunteers and employees as such, as the board may from time to time determine. 13. BUSINESS OF THE CORPORATION 13.1. Registered Office - The registered office of the Corporation shall be located at: The Superintendent's Office, School District of the Whiteshell, Lewis School, Burrows Road, Pinawa, Manitoba R0E 1L0. The board may be resolution, from time to time, move the registered office to another location in the Town of Pinawa, in Manitoba or the Town of Lac du Bonnet, in Manitoba. The members may by 2/3 majority vote move the registered office to another location in Manitoba., 13.2. Auditors - At each General Meeting the Corporation may appoint a Professional Accountant or a Firm of Auditors to carry out an audit of the finances of the Corporation. If auditors are appointed at a General Meeting, the audited statement shall be presented at the next General Meeting of the Corporation. 13.3 Fiscal Year - Until Changed by the Board, the fiscal year of the Corporation shall end on December 31 st. 13.4. Execution of Documents - Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by two persons who hold the offices of Chairman, Vice-Chairman, or Secretary-Treasurer. In addition,the board may from time to time authorize other officers, employees or other persons to sign a particular class of instruments on behalf of the corporation. 13.5. Banking Arrangements - The Banking business of the Corporation, including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations or powers as the board may from time to time prescribe or authorize. 13.6. Borrowing Powers - Without limiting the borrowing powers of the Corporation as set forth in the Act, the board may from time to time: a. borrow money upon the credit of the Corporation; b. issue, reissue, sell or pledge bonds, debentures, notes or other evidence of indebtedness or guarantee of the Corporation, whether secured, or unsecured; and c. mortgage, hypothecate, pledge or otherwise create an interest in or charge upon all or any property (including the undertaking and rights) of the Corporation, owned or subsequently acquired, by way of mortgage, hypothec, pledge or otherwise, to secure payment of any such evidence of indebtedness or guarantee of the Corporation. Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation. 14. COMMITTEES 14.1. Establishment- The board may establish standing or special committees to manage the affairs for the Corporation and determine the duties and responsibilities of each committee. Each committee may be composed of members of the board of directors or any member of the Corporation. The board of directors shall select the initial members of each committee and may delegate to any Committee the power to add additional members. 14.2. Chair of Standing Committees - The Chair of each Standing Committee shall be chosen by the members of the committee. If not otherwise a member of the board, the Chair shall be appointed an ex-officio member of the board. 14.3. Chair of Special Committees - The Chair of each Special Committee shall be appointed by the board. If the Chair of the Committee is not a member of the Board, the board shall designate a director or directors who shall attend meetings of the committee and report on the activities of the committee to the board. 15. PROCEDURE AT MEETINGS 15.1. Rules of Order - Meetings shall be conducted in accordance with the most recent Roberts Rules of Order subject to any modifications which the board of directors or the Members may adopt by-law or resolution. 16. NOTICE OF MEETINGS 16.1. All Members of the corporation shall provide the Secretary-Treasurer with a current mailing address and may provide the Secretary-Treasurer with a facsimile machine number and/or electronic mail address. 16.2. Any notice of meeting required to be given by this or any other by-law of the Corporation may be given by: a. mailing the notice by ordinary first class mail to the Member's current mailing address; b. delivery by courier service to the Members's mailing address; c. facsimile transmission to the Member's facsimile machine number; or d. electronic mail to the Member's electronic mail address. 16.3. Notices sent by ordinary mail shall be deemed to have been received on the third day on which the postal service makes deliveries following the day on which the notice was mailed. 16.4. Notices sent by electronic mail shall be deemed to have been received within 24 hours after the notice was posted. 16.5. Electronic Notice of Board Meetings - The board may be resolution designate a computer bulletin board to which all directors shall be given access without charge which may thereafter be used for giving notice of meetings to directors. 16.6. Electronic Notice of Members Meetings - The board by this bylaw designates the "Administration Building" area on the FreeNet as the electronic bulletin board to which all members shall be given access free of any charge which will hereafter be used for giving notice of meetings to members. Such notices shall be followed up by an e-mail copy to each members e- mail box. This method of delivery of notice of meetings shall be deemed sufficient. 17. AMENDMENTS TO BY-LAWS 17.1. Amendment by Members - This by-law may be amended at any General or Special meeting of Members by a vote of two-thirds of the Members present and voting at the meeting. 17.2. Other By-laws - The Board of Directors may from time to time adopt additional by-laws which are not inconsistent with this by-law. Such by-laws shall remain in effect until the first General Meeting of members after they are passed at which time they must be ratified by a majority of the members present and voting at a meeting or they will cease to operate. 17.3. Notice of Amendment - The text of any Resolution to amend this by-law or to ratify or amend any additional by-laws shall be circulated to the Members in the manner provided in Section 16 along with the notice of the meeting at which the by-law is to be voted on. 18. EFFECTIVE DATE 18.1. Approval by Board - This by-law shall come into effect immediately upon approval by the board. Adopted by the Board of Directors on 1995 September 21 EASTMAN Community Computing Inc. D.C. Gehon __________________________________ Chairman J.E. Hodge __________________________________ Secretary-Treasurer