Bylaws of People Who Net

a California Public Benefit Corporation

Article 1

Offices

Section 1. Principal Office

The principal office of the corporation for the transaction of its non-electronic business is located in Santa Cruz County, California.

Article 2

Purposes

Section 1. Objectives and Purposes

The primary objectives and purposes of this corporation shall be to be a charitable public benefit corporation with an inclusive, respectful, pluralist style that is continuously available as:

 

a vehicle for quick, wide exchange of information of interest to users of mental health services

a point of contact to give and get information on emerging mental health and socially related issues

a consensus voice to embed non-coercive user centered alternatives in the public mental health system

a safe and democratic place to struggle with ideas and examples of good and bad public mental health practices

a junction of international, national, regional and local networks

a resource for furthering and making available to the public on a nondiscriminatory basis public interest research about and for people who experience mood swings, fear, voices and visions

Article 3

Directors

Section 1. Number

The corporation shall have not less than two directors, with the exact number to be fixed by approval of the Board of Directors in the manner provided in these Bylaws. These directors collectively shall be known as the Board of Directors. The number may be changed by amendment of

this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

A sixty (60) percent majority of the Board shall be people who experience mood swings, fear, voices and visions.

Section 2. Powers

Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and Bylaws relating to the action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this

corporation shall be conducted and all corporate powers shall be exercised by or under direction of the Board of Directors.

Section 3. Duties

It shall be the duty of the directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;

(d) Meet at such times and places as required by these Bylaws;

(e) Register their addresses with the Secretary of the corporation and notices electronically mailed on the Internet to them at such addresses shall be valid notices thereof.

Section 4. Terms of Office

Each director shall hold office six years, and until a successor is elected and qualifies. The term shall commence with the annual meeting at which the director was elected and shall be on a staggered basis so that each year one third of the directorships are considered vacant.

There shall be a limit of two consecutive terms.

Section 5. Compensation

Directors shall serve without compensation.

Section 6. Restriction Regarding Interested Directors

Notwithstanding any other provision of these Bylaws, not more than forty-nine (49%) of the persons serving on the board may be interested persons. For purposes of this Section, "interested persons" means either:

(a) Any persons currently being compensated by the corporation for services rendered it within the previous (12) months, whether as a full-or part-time officer or other employee, independent contractor, or otherwise, excluding

any reasonable compensation paid to a director as director; or

(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law or any such person.

Section 7. Place of Meetings

Meetings will be held electronically, by Internet e mail, Internet Relay Chat, or similar communication equipment.

Section 8. Regular and Annual Meetings

A regular and annual meeting of directors shall be held on October 31 at noon Pacific Standard Time. At the annual meeting of directors, directors shall be elected by the Board of Directors in accordance with this section.

Cumulative voting by directors of the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each director shall cast one vote, with voting being electronic.

Section 9. Special Meetings

Special meetings of the Board of Directors may be called by the Chair of the board, an officer of the corporation, or by any two directors, and such meetings shall be held electronically, using the Internet, at the time designated by the person or persons calling the meeting, no earlier

than 10 AM PST.

Section 10. Notice of Meetings

Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon seventy-two (72) hours notice by Internet mail. The notice shall be deemed to be delivered on its Internet posting. Such notices shall be addressed to each director at the address as shown on the books of the corporation. Notice of the time of holding an adjourned meeting need not be given to absent directors if the time of the adjourned meeting is fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

Section 11. Contents of Notice

Notice of meetings not herein dispensed with shall specify the day and hour of the meeting, and the listname or Internet Relay Chat channel and password if appropriate. The purpose of any board meeting need not be specified in the notice.

Section 12. Waiver of Notice and Consent to Holding

Meetings

The transactions of any meeting of the board, however called and noticed, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs an electronic waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the electronic corporate records or made a part of the electronic minutes of the meeting.

Section 13. Quorum for Meetings

A quorum shall consist of a majority of the Board of Directors.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such

meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.

The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.

Section 14. Majority Action as Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provision of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.

Section 15. Conduct of Meetings

Meetings of the Board of Directors shall be presided over by the Chair of the Board, by the Chair's designee, or by a Chair chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in the Secretary's absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.

Section 16. Action by Unanimous Written Consent Without Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board" shall not include any "interested director" as defined in Section 5233 of the California nonprofit Public Benefit Corporation law. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority. Internet communications are written communications.

Section 17. Vacancies

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal or any director, and (2) whenever the number of authorized directors is increased.

The Board of Directors may declare vacant the office of a director who has been convicted of a felony or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

Directors may be removed without cause by a two-thirds majority of the directors then in office. Vacancies resulting from removal shall be promptly filled.

Any director may resign effective upon giving written notice to the Chair of the Board, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or

directors in charge of its affairs, except upon notice to the Attorney General.

Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director. A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until the electee's death, resignation or removal from office.

Section 18. Non-Liability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Section 19. Indemnification by Corporation of Directors,

Officers, Employees and Other Agents

To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that the person is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the

person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

Section 20. Insurance for Corporate Agents

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

Section 21. Participation and Qualifications

Section 1. Any director who has signed off, set nomail, or set index the electronic subscription to the board e mail list for more than twenty-one (21) days shall be asked to reconsider whether to continue as a director. Further Board action will depend on the response.

Section 2. A director must have dependable full Internet access and check e mail daily.

Article 4

Officers

Section 1. Number of Officers

The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer who shall be designated Treasurer. The corporation may also have, as determined by the Board of Directors, a Chair of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President of Chair of the Board.

Section 2. Qualification, Election, and Term of Office

Any person may serve as officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until the officer resigns or is removed or is otherwise disqualified to serve, or until the officer's successor shall be elected and qualified, whichever occurs first.

Section 3. Subordinate Officers

The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

Section 4. Removal and Resignation

Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

Section 5. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

Section 6. Duties of President

The President shall preside at all meetings of the Board of Directors.

Section 8. Duties of Secretary

The Secretary shall:

Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws. Amended or otherwise altered to date versions will be maintained electronically at the peoplewho.net domain.

Keep electronically minutes of all meetings of the directors. Board meeting list archives are electronic minutes.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws.

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to

time by the Board of Directors.

Section 9. Duties of Treasurer

Subject to the provisions of these Bylaws relating to the "execution of Instruments, Deposits and Funds," the Treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit electroncally the books of account and financial records to any director of the corporation, or to a director's agent or attorney, or request therefor.

Render to the President and directors, whenever requested, an account of any or all the Treasurer's transactions and of the financial condition of the corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to the Treasurer from time to time by the Board of Directors.

Section 10. Compensation

Officers and directors serve without compensation.

 

Article 5

Committees

Section 1. Executive Committee

The Board of Directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to:

(a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all the members.

(b) The filling of vacancies on the board or on any committee which has the authority of the board.

(c) The fixing of compensation of the directors for serving on the board or any committee.

(d) The amendment or repeal of Bylaws or the adoption of new Bylaws.

(e) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.

(f) The appointment of committees of the board of the members thereof.

(g) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.

(h) the approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.

By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

Section 2. Other Committees

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as "advisory" committees.

Section 3. Meetings and Action of Committees

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

Article 6

Execution of Instruments, Deposits and funds

Section 1. Execution of Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Checks and Notes

Except as otherwise specifically determined by resolution of the Board of

Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.

Section 3. Deposits

All funds of the corporation shall be deposited from time to time to the

credit of the corporation in such banks. trust companies, or other depositories as the Board of Directors may select.

Section 4. Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.

Article 7

Corporate Records, Reports and Seal

Section 1. Maintenance of Corporate Records

The corporation shall keep at its principal electronic site, where feasible, or at its principal office in the State of California:

(a) Minutes of all meetings of directors, committees of the board and, if

this corporation has members, of all meetings of members, indicting the

time of holding such meetings, whether regular or special, how called,

the notice given, and the names of those present and the proceedings

thereof;

(b) Adequate and correct books and records of account, including

accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c) A record of its members, if any, indicating their names and addresses

and, if applicable, the class of membership held by each member and the

termination date of any membership;

(d) A copy of the corporation's Article of Incorporation and Bylaws as

amended to date, which shall be open to inspection by members, if any,

of the corporation.

(e) Annual returns to Internal Revenue Service, and exemption

applications, if any.

(f) E mail list archives are minutes.

Section 2. Corporate Seal

The Board of Directors may adopt, use, and at will alter, a corporate seal.

Such seal shall be kept at the principal office of the corporation. Failure

to affix the seal to corporate instruments, however, shall not affect the

validity of any such instrument.

Section 3. Directors' Inspection Rights

Every director shall have the absolute right at any reasonable time to

inspect and copy all books, records and documents of every kind and to

inspect the physical properties of the corporation.

Section 4. Members' Inspection Rights

If this corporation has any members, then each and every members shall

have the following inspection rights, for a purpose reasonably related to

the person's interest as a member.

(a) To inspect and copy the electronic record of all members' names,

addresses and voting rights, upon written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.

(b) To obtain from the Secretary of the corporation, upon written demand, an electronic list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been complied or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested.

(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as a member.

Section 5. Right to Copy and Make Extracts

Any inspection under the provisions of this Article may be made by agent

or attorney and the right to inspection includes the right to copy and

make extracts.

Section 6. Annual Report

The board shall cause an annual report to be furnished not later than

sixty (60) days after the close of the corporation's fiscal year to all directors of the corporation and, if this corporation has members, to any member who requests in writing which report shall contain the following information in appropriate detail:

(a) The assets and liabilities, including the trust funds, of the corporation

as of the end of the fiscal year;

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(c) The revenue or receipts of the corporation, both unrestricted and

restricted to particular purposes, for the fiscal year;

(d) The expenses or disbursements of the corporation, for both general

and restricted purposes, during the fiscal year;

(e) Any information required by Section 7 of this Article.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of

an authorized officer of the corporation that such statements were

prepared without audit from the books and records of the corporation.

If this corporation has members, then, if this corporation receives TWENTY -FIVE THOUSAND DOLLARS ($25,000), or more, in gross revenues or receipts during the fiscal year, this corporation shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report.

Section 7. Annual Statement of Specific Transactions to Members

This corporation shall mail or deliver to all directors and any and all members a statement within sixty (60) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:

(a) Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:

(1) Any director or officer of the corporation, or its parent or subsidiary (a

mere common directorship shall not be considered a material financial

interest); or

(2) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent of its subsidiary.

The above statement need only be provided with respect to a transaction

during the previous fiscal year involving more than FIFTY THOUSAND

DOLLARS ($50,000) or which was one of a number of transactions with

the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).

Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than TEN THOUSAND

DOLLARS ($10,000) paid during the previous fiscal year to any director

or officer, except that no such statement need to be made if such indemnification was approved by the members pursuant to Section

5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.

Any statement required by this Section shall briefly describe the names

of the interested persons involved in such transactions, stating each

person's relationship to the corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

If this corporation has any members and provides all members with an annual report according to the provisions of Section 6 of this article, then

such annual report shall include the information required by this Section.

Article 8

Fiscal year

Section 1. Fiscal Year of the Corporation

The fiscal year of the corporation shall being on the first day of

January and end on the last day of December in each year.

Article 9

Amendment of Bylaws

Section 1. Amendment

Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:

(a) Subject to the power of members, if any, to change or repeal these Bylaws under Section 5150 of the Corporations Code, by approval of the

Board of Directors unless the Bylaw amendment would materially and

adversely affect the rights of members, if any, as to voting or transfer,

provided, however, if this corporation has admitted any members, then a

Bylaw specifying or changing the fixed number of directors of the

corporation, the maximum or minimum number of directors, or changing

from a fixed to variable board or vice versa, may not be adopted,

amended, or repealed except as provided in subparagraph (b) of this

Section; or

(b) By approval of the members, if any, of this corporation.

(c) Two advance electronic postings, 5 days apart, are

required before amending the bylaws.

Article 10

Amendment of Articles

Section 1. Amendment of Articles before Admission of

Members

Before any members have been admitted to the corporation, any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors.

Section 2. Amendment of Articles after Admission of Members

After members, if any, have been admitted to the corporation, amendment of the Articles of incorporation may be adopted by the approval of the Board of Directors and by the approval of the members of the corporation.

Section 3. Certain Amendments

Notwithstanding the above Sections of this Article, this corporation shall

not amend the Articles of incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this corporation, not the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the

California Nonprofit Corporation Law.

Article 11

Prohibition Against Sharing Corporate Profits and Assets

Section 1. Prohibition Against Sharing Corporate Profits and Assets

No member, director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors;and no such person or persons shall b entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the articles of Incorporation of this corporation and not otherwise.

Article 12

Member

Section 1. Determination of Members

If this corporation makes no provision for members, then, pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California, any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a majority of all members or approval by the members, shall only require the approval of the Board of Directors.

E mail subscribers are not legal members.

Article 13

Conflict of Interest

Section 1. No member of the board, officer or other person exercising supervisory power in the corporation or any of their close relatives can be individually benefitted from the receipt of grant funds. Board members and officers of the corporation cannot be hired as salaried staff. This article complies with the requirements of federal and other public grants.

Article 14

Non-Discrimination

Section 1. People Who Net does not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, age, disability, psychiatric diagnosis, national origin, or income.

Article 15

Sundry Provisions

Section 1. When helpful, the Board shall use e mail input from the subscribers of related Internet lists to inform its decisions.

Written Consent of Directors Adopting Bylaws

We, the undersigned, are all of the persons named as the initial directors

in the Articles of Incorporation of People Who Net, a California nonprofit

corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of 16 pages, as the Bylaws of this corporation.

Dated: January 27, 1999

_________________________ Sylvia Caras, Director

_________________________

Richard Ratledge , Director

 

 

Certificate

This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation.

Dated: January 27, 1999. __________________________

Richard Ratledge, Secretary

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