ARTICLE I

NAME

 SECTION 1.
The name of this organization shall be the Missouri River.Net, Inc. . 

 ARTICLE II

PURPOSES

 SECTION 1.
The purpose of this organization shall be as set forth in the Articles of Incorporation.

 ARTICLE III

MEMBERSHIP

SECTION 1.
Membership in the organization shall be open to those living and/or working or having a business in Cooper, Howard and Saline Counties. The annual membership fee shall be $5. To register as a member, individuals should send an e-mail to: webmaster @MO-RIVER.NET and a check to the secretary/treasurer. Individuals may also register at the Cooper County Extension Office.. Dues shall be from January 1 to December 31. 

 SECTION 2.
Privileges of membership:  Regular members shall be entitled to hold office, serve as a member of the Board of Directors, on any committee of the organization, participate in the annual business meeting or any special meeting of the organization, and to vote in the election of directors, and on any matter of business coming before the membership at any meeting of the organization.
 

SECTION 3.
Corporate membership is $100 a year. Corporate sponsors shall be given a line denoting sponsorship on the Mo-River.Net home page (and linked to sponsor's home page) plus up to five individual memberships a year.

SECTION 4.
The membership year shall be for one year and is automatically renewable. 

 ARTICLE IV

BOARD OF DIRECTORS

 SECTION 1.
The board shall meet the third Friday of each month. By vote of the board, frequency of meetings may be reduced, but at least four meetings (including the annual meetings) shall be held each year. 

 SECTION 2.
Special meetings of the Board of Directors may be held on call of the president, or upon the written request of three (3) directors. Requests for such special meetings shall include an agenda of business to be considered.
 

 SECTION 3.
The notice of time and place of all regular meetings of the Board of Directors shall be given by e-mail. Notices of all special meetings of the Board shall be given by e-mail seven (7) days prior to the date of such meetings.
 

 SECTION 4.
The members of the Board of Directors may be polled by e-mail on a specific questions without the necessity of calling a special meeting if two-thirds (2/3) respond.
 

 SECTION 5.
One-half (2) of the Board of Directors shall constitute a quorum.

 SECTION 6.
The president shall vote only in the event of a tie vote among the directors on any matter requiring a vote by the Board of Directors.
 

 SECTION 7.
A simple majority shall be required to pass any matter to be voted upon by the Board of Directors.
 

 SECTION 8.
Members of the Board of Directors shall serve a two (2) year term. In the event of resignation, the board shall appoint a replacement. Terms shall be staggered -- with the first board drawing for one or two year terms.
 

 SECTION 9.
Board officers shall be elected by the Board of Directors for one-year terms.
 

ARTICLE V

DUTIES OF THE OFFICERS AND BOARD OF DIRECTORS

 SECTION 1. The president or in his absence, the vice president, or in his absence any member selected by the Board of Directors, shall preside at meetings of the organization. The president shall be an ex-officio member of all committees of the organization and shall render an annual report to the membership. The president shall have such other duties as usually pertain to such a position.

 SECTION 2. The vice president shall carry on the duties of the president in the absence of the president. T

 SECTION 3. The secretary/treasurer shall keep the minutes of the meetings of the organization and shall be responsible for serving all notices required by law or by these by-laws. 

SECTION 4.  The treasurer shall maintain the organization's financial records

 SECTION 5. An amendment to be effective must be approved by a majority of the board. An amendment may be effective without prior notice of its proposed submission if it receives the approval of a majority of all the regular members of the organization whether it be included on the agenda of the meeting or not. 

ARTICLE VI

COMPENSATION AND DISTRIBUTION OF ASSETS

 SECTION 1.
No part of the income or property of the Corporation shall be distributable to the directors or officers of the Corporation, or to the members of the Corporation, is these Bylaws are subsequently amended to provide for members; except that payment of reasonable compensation for services actually rendered to the corporation, other than as a director, is authorized, if approved by the board of directors. Distribution of income or property of the corporation, upon dissolution or final liquidation of the Corporation, shall be made for purposes exempt, under Section 501(c)(3) of the United States Internal Revenue Code as now existing or hereafter amended. 

ADOPTED THIS 19th DAY OF September 1997

REVISED THIS 12th DAY OF December 1997

REVISED THIS 15th DAY OF October 1998

REVISED THIS 18th DAY OF January 2002

REVISED THIS 23rd DAY OF MAY, 2003 

03/25/10