Bylaws of Internet2

Article I - Members
Article II - Board of Trustees
Article III - President/Chief Executive Officer
Article IV - Committees
Article V - Councils
Article VI - Officers of the Board
Article VII - Indemnifcation
Article VIII - Miscellaneous

ARTICLE I - MEMBERS

Section 1. Membership.

1.1Regular Members. Regular membership in the corporation is open to United States institutions of higher education, and to such other organizations as may be specified from time to time by the Board of Trustees.

1.2 Additional Classes of Members. The Board of Trustees may create additional classes of members, without the right to vote, by resolution.

1.3 Qualifications for Membership. Organizations may be considered eligible for Regular membership if they are making a definitive, substantial and continuing commitment to the development, evolution and use of advanced networking facilities and applications in the conduct of research and education.

1.4 Admission to Membership. The Board of Trustees by resolution or otherwise shall establish criteria for admission to membership in addition to those stated in Section 1.3., above. The Board of Trustees may admit new members to the corporation upon application and successful review of qualifications. Membership shall be continuing, provided that the member maintains itself in good standing with respect to the: (a) payment of dues and assessments as specified in Article I, Section 3 of the Bylaws; and (b) Bylaws and policies and procedures established by the Board of Trustees.

1.5 Member Representative. The Chief Executive Officer of the member institution shall be the official voting representative of the member institution. The Chief Executive Officer shall have the power to assign his or her duties as the official representative to other executives of the member institution either permanently or temporarily.

Section 2. Voting Rights.

Only Regular Members of the corporation shall have the right to vote. Each Regular Member shall have one vote for the election of each Trustee position to be filled by the Regular Members. The election of Trustees may be conducted by mail (including electronic mail or facsimile).

Section 3. Dues and Assessments.

Each member shall be responsible for payment of dues and assessments, as the same shall be fixed from time to time by the Board of Trustees. A member which fails to pay its dues or assessments within ninety days from the time such levy becomes payable shall have its membership rights suspended and may become subject to forfeiture of membership as provided by policies established by the Board of Trustees.

Section 4. Member Meetings.

4.1 Annual Meeting. An annual meeting of the members shall be held for the transaction of any business as may properly come before the members at such time and place as may be designated by the Board of Trustees.

4.2 Special Meetings. Special meetings of the members or any class of members may be called by the Board of Trustees. Special meetings may also be called by Regular Members having one-tenth of the total number of the votes entitled to be cast at such meeting.

4.3 Place and Time of Meetings. Meetings of the members may be held at such place and time as the Board of Trustees directs.

4.4 Notice of Annual and Special Meetings. Written or printed notice stating the place, day and hour of the meeting, and, in the case of special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten or more than fifty days before the date of the meeting, either personally, by mail, by facsimile transmission, or by electronic communication, by or at the direction of the President\Chief Executive Officer, Chair or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the member at his address as it appears on the records of the corporation. If sent by facsimile or electronic communication, such notice shall be deemed to be delivered when sent.

4.5 Waivers of Notice. Whenever any notice is required to be given to any member under any provision of law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the member entitled to such notice, whether before or after the time stated therein, shall be the equivalent of giving such notice. The presence of any member at a meeting, in person or by other electronic means of attendance, without objection to the lack of notice of such meeting, shall also waive notice by such member.

Section 5. Quorum.

A quorum for the transaction of business at any meeting of the Members shall be at least one-fifth of the votes entitled to be cast represented in person.

Section 6. Proxies.

There shall be no proxy voting by the Members.

Section 7. Participation.

The Board of Trustees by resolution or otherwise may determine to allow members to participate in a meeting of the members by means of conference telephone or by any means of communication or combination thereof, including electronic communications, by which all persons participating in the meeting are able to communicate simultaneously with one another, and such participation shall constitute presence in person at the meeting.

ARTICLE II - BOARD OF TRUSTEES

Section 1. Power of the Board.

The affairs of the corporation shall be managed by the Board of Trustees.

Section 2. Number, Election and Term of Trustees.

2.1 Number. The number of Trustees of the corporation shall be no less than three and no more than 13. With the exception of the Initial Board of Trustees, no two (2) Trustees serving during the same or overlapping terms shall be employed by or otherwise representative of the same member. The number of Trustees to be elected at any election shall be determined by resolution of the Board of Trustees.

2.2 Election. Beginning with the annual meeting in the year 2000, at least a majority of the Board of Trustees shall be elected by the Regular members from the nominated slate of candidates. The remaining Trustees shall be appointed by the current Board of Trustees. The election shall be held by mail prior to the annual meeting of the members. The President/Chief Executive Officer of the corporation and the Chairperson of each Council shall serve as ex-officio, voting members of the Board of Trustees.

2.3 Term. One (1) of the Initial Trustees shall serve until two years after the first annual meeting, and two (2) of the Initial Trustees shall serve until three years after the first annual meeting. The Initial Trustees may appoint additional Trustees. Unless otherwise provided by resolution of the Board of Trustees, the elected/appointed, but not ex-officio, Trustees (other than the Initial Trustees) shall serve for three year terms, which terms may be staggered in accordance with procedures established by the Board of Trustees. No individual (other than ex-officio members of the Board) shall serve as a Trustee for more than two (2) full, consecutive, three year terms. An individual shall be eligible to serve an additional two (2) full, consecutive, three year terms on the Board after a break in service of at least one (1) year. Without regard to this section, ex-officio members of the Board shall serve on the Board while they are either the President/Chief Executive Officer of the corporation or a Council Cirpers. The term of the Initial Trustees shall not be considered a full term for purposes of this Article II, Section 2.3.

Section 3. Vacancies.

Vacancies (including unfilled positions) on the Board of Trustees and any Trusteeship to be filled at any time by reason of an increase in the number of Trustees (which increase may be made at anytime), may be filled by majority vote of the remaining members of the Board of Trustees, though less than a quorum of the Board. Nothing herein requires a vacancy to be filled at any time, unless such vacancy leaves the Board with less than three (3) Trustees. A Trustee appointed to fill a vacancy shall be appointed to serve the unexpired term of the Trustee's predecessor in office, if any, and until his\her successor is elected or appointed and qualified. Beginning with the annual meeting in the year 2000, in the event of a vacancy and appointment pursuant to this Section, the number of appointed Trustees serving on the Board must be less than the number of elected Trustees. Beginning with the annual meeting in the year 2000, should one or more vacancies be created which would cause the appointed Trustees serving on the Board to be equal to or exceed the number of elected Trustees, a special election shall be held as expeditiously as possible to fill that vacancy. The special election will be held by mail. The Trustee elected to fill the vacancy shall be elected to serve the unexpired term of the Trustee's predecessor in office and until his\her successor is elected or appointed and qualified.

Section 4. Resignation and Removal of Trustees.

4.1 Removal. A Trustee may be removed at any time by majority vote of the Trustees.

4.2 Resignation. Any Trustee may resign upon written notice to the Chair, Secretary or Board of Trustees. Such resignation shall be effective as of the date of receipt of the written notice or at whatever future date is specified in the notice.

Section 5. Quorum of Trustees and Action by the Board.

A majority of the number of Trustees in office shall constitute a quorum for the transaction of business. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board.

Section 6. Meetings of the Board.

Meetings of the Board of Trustees, regular or special, may be held at such place within or without the District of Columbia, and upon such notice as may be prescribed by resolution of the Board of Trustees. Trustees shall meet at least annually.

Section 7. Notice and Waiver.

Whenever written notice is required to be given to any Trustee, it may be given to such Trustee either personally or by sending a copy thereof through the mail, by facsimile, or by electronic communication, charges prepaid, to the address supplied by the Trustee to the corporation for the purpose of notice. Whenever notice is required, a waiver thereof in writing signed by the Trustee or Trustees entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Further, the presence of any Trustee at a meeting, in person or by other electronic means of attendance, without objection to the lack of notice of such meeting, shall also waive notice by such Trustee.

Section 8. Action Without a Meeting.

Any action which may be taken at a meeting of the Trustees may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the Trustees entitled to vote with respect to the matter.

Section 9. Participation.

The Trustees may participate in a meeting of the Board of Trustees or a committee of the Board by means of conference telephone or by any means of communications including electronic communications by which all persons participating in the meeting are able to communicate simultaneously with one another, and such participation shall constitute presence in person at the meeting.

Section 10. Proxies.

There shall be no proxy voting by the Trustees.

Section 11. Compensation of Trustees.

The President/Chief Executive Officer of the corporation may receive compensation in reasonable amounts for services rendered as an employee of the corporation as may be determined by vote of a majority of the Board. No Trustee shall receive any compensation for services rendered to the corporation as a Trustee, except that Trustees may be reimbursed for expenses incurred in the performance of their duties to the corporation as authorized by resolution of the Board.

ARTICLE III - PRESIDENT/CHIEF EXECUTIVE OFFICER

The Board of Trustees, by majority vote of the Trustees in office, may engage and discharge the President/Chief Executive Officer. The President/Chief Executive Officer shall be the chief executive officer of the corporation and with powers and duties including, but not limited, to those set forth in this Article III. The President/Chief Executive Officer is accountable for the development and execution of the various plans, programs and budgets adopted by the Board. The President/Chief Executive Officer must submit a budget annually to the Board for approval. The President/Chief Executive Officer may enter into and shall execute all contracts relating to or in furtherance of the business and other affairs of the corporation. The President/Chief Executive Officer has the authority and responsibility for recruiting, engaging and discharging all employees of the corporation including, but not limited to all executive and professional staff on an at-will basis only. Personnel matters are further subject to the budget of the corporation, the number of persons and job descriptions of the personnel as approved by the Board of Trustees.

The President/Chief Executive Officer shall be the official point of contact and official channel of communication between the Board and all corporation staff members, and, in addition, shall be the official point of contact and channel of communication between the corporation and any and all outside persons, agencies, organizations or associations. He\she shall publish whatever reports, commentaries, resolutions, position papers, or other materials the Board may from time to time dictate and shall assume such other duties or offices as the Board may from time to time delegate.

ARTICLE IV - COMMITTEES

Section 1. Authority.

The Board may appoint such special or standing committees as it deems advisable. Unless such committee consists of only Board Members, all standing and special committees are advisory only and may not act on behalf of the Board. No standing or special committee may adopt rules for its own governance inconsistent with these Bylaws or with rules adopted by the corporation or the Board. The Board may establish any number of such standing or special committees and may appoint persons who are not directors or officers to serve on such committees.

Section 2. Executive Committee.

By resolution the Board shall designate an Executive Committee consisting of the Chair of the Board of Trustees, the President/Chief Executive Officer of the corporation and at least two (2) but no more than four (4) additional Trustees as the Board may determine. The Executive Committee may exercise the powers of the Board when the Board is not in session, reporting to the Board at its succeeding meeting any action taken. Meetings of the Executive Committee may be called by one or more Executive Committee members. Section 3. Nominating Committee. 3.1 Number and Qualifications. By resolution the Board of Trustees shall designate a Nominating Committee consisting of five (5) individuals, three (3) of whom shall be Trustees and two (2) of whom shall be Regular Member representatives who are not Trustees. Only Trustees whose terms are not expiring shall be appointed to the Nominating Committee. 3.2 Nominees. Nominees for election to the Board of Trustees shall be associated with a member institution at the time of nomination and election. The annual resolution designating the Nominating Committee shall set forth any additional criteria chosen by the Board to establish that the nominees to serve as Trustees are best able to carry out the purposes of the corporation and serve the needs of the members.

Section 3. Nominating Committee.

3.1 Number and Qualifications. By resolution the Board of Trustees shall designate a Nominating Committee consisting of five (5) individuals, three (3) of whom shall be Trustees and two (2) of whom shall be Regular Member representatives who are not Trustees. Only Trustees whose terms are not expiring shall be appointed to the Nominating Committee.

3.2 Nominees. Nominees for election to the Board of Trustees shall be associated with a member institution at the time of nomination and election. The annual resolution designating the Nominating Committee shall set forth any additional criteria chosen by the Board to establish that the nominees to serve as Trustees are best able to carry out the purposes of the corporation and serve the needs of the members.

ARTICLE V - COUNCILS

The Board of Trustees may establish by resolution one or more Councils to advise the Board on matters requiring special knowledge, experience or expertise. Such Councils shall be composed of not less than six (6) nor more than twelve (12) individuals, who shall serve at the pleasure of and for terms as designated by the Board of Trustees. Each Council shall identify and recommend to the Board of Trustees its own Chairperson, to serve a one year term, commencing on the date of the annual meeting. In the event that the Board of Trustees establishes a Council at any time other than the annual meeting, the Chairperson of such Council will serve more than one year, commencing with the date of the Board's ratification of his or her appointment and ending at the next annual meeting which is at least one year after such ratification. Upon ratification of his or her appointment by the Board, the Chairperson of each Council shall serve as an ex-officio Trustee with vote.

ARTICLE VI - OFFICERS OF THE BOARD

Section 1. Officers.

The Board of Trustees shall annually elect or appoint a Chair, a Secretary, a Treasurer and it may, if it so determines, elect or appoint such other Board officers and assistant officers as it may deem proper. The Chair and Secretary shall be elected or appointed from among the current Trustees. The Treasurer may or may not be a Trustee of the corporation. Unless otherwise provided by the Trustees, the Chief Financial Officer of the corporation shall be the Treasurer. The Board of Trustees may by resolution authorize the Secretary to appoint Assistant Secretary(ies) as needed. Any two or more offices may be held by the same person except the offices of Chair and Secretary.

Section 2. Term of Office and Removal.

The term of office for each officer shall be for one year and until their respective successors are elected or appointed. Any officer may be removed at any time by the vote of the Board. A vacancy in an office shall be filled by the Board at a duly constituted meeting.

Section 3. Duties of Officers.

The officers of the Board shall have such duties in connection with the operation of the corporation as generally pertain to their respective offices, as described below, as well as such powers and duties as from time to time may be delegated to them by the Board of Trustees. The President/Chief Executive Officer and the individuals he or she hires to perform the day-to-day operations of the corporation, which individuals may be given proper executive titles, including corporate officer titles, shall not be governed by the provisions contained in this Article.

3.1 Chair. The Chair of the Board shall preside at all meetings of the Board of Trustees and its Executive Committee unless the Chair or the Board designates another officer or Trustee to preside and, subject to the supervision of the Board of Trustees, shall perform all duties customary to the office of the Chair.

3.2 Secretary. The Secretary, or an Assistant Secretary, shall: (i) keep the minutes of the meetings of the corporation in appropriate books; (ii) give and serve all notices of the corporation; (iii) be the custodian of the records; and (iv) perform all other duties as may be directed from time to time by the Board of Trustees. In the absence of the Secretary and\or an Assistant Secretary at any meeting, a secretary pro tempore shall be appointed by the presiding officer.

3.3 Treasurer. The Treasurer shall have the care and custody of and be responsible for all the funds and other property of the corporation, and shall deposit all such funds in the name of the corporation in such bank or banks, trust company or trust companies or safe deposit vaults as the Board may designate. Subject to other provisions of these Bylaws or Policies of the Board, the Treasurer shall make and endorse in the name of the corporation all checks, drafts, warrants and orders for the payment of money, and pay out and dispose of same and receipt therefor, under the direction of the Chair or the Board of Trustees. The Treasurer shall keep at the office of the corporation correct books of account of all its business and transactions and such other books of account as the Board may require. The Treasurer shall exhibit at all reasonable times following 30 days written notice the books of accounts to any Trustee or immediately to the Chair of the Board upon application at the office of the corporation during business hours. The Treasurer shall render a statement of the condition of the finances of the corporation at each regular meeting of the Board and at such other times as the Board shall require. The Treasurer shall provide a full financial report to the Board annually. The Treasurer shall do and perform all other duties pertaining to the office of Treasurer.

ARTICLE VII - INDEMNIFICATION

Any person made a party to any action, suit or proceeding, civil, administrative or criminal, by reason of the fact that such person, their testator or intestate, is or was a member of the Board of Trustees, an officer, member, employee or agent of the corporation or of any corporation of which such person served at the request of the corporation shall be indemnified by the corporation against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by such person in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it is adjudged in such action, suit or proceeding that such Trustee, officer, member, employee or agent is liable for negligence or misconduct in the performance of his duties to the corporation. The Board, by resolution, may also indemnify any such Trustee, officer, employee or agent for any damages awarded in any such action, suit or proceeding if it makes a specific fig that the Trustee, officer, member, employee or agent believed in good faith that he or she was acting in the matter in the best interests of the corporation. The Board may, but is not required to, purchase insurance to satisfy any indemnification hereunder.

ARTICLE VIII - MISCELLANEOUS

Section 1. Offices.

The principal office of the corporation shall be designated by the Board of Trustees. The corporation may maintain additional offices at such other places as the Board of Trustees may from time to time designate.

Section 2. Fiscal Year.

The fiscal year of the corporation may be the calendar year or such other period as may be fixed by the Board of Trustees.

Section 3. Order of Business.

The parliamentary rules in "Robert's Rules of Order," as may be revised, shall govern all deliberations when not in conflict with these Bylaws. The Board of Trustees may waive the application of these rules as it deems necessary.

Section 4. Amendments.

These Bylaws may be altered, amended or repealed at any meeting of the Board by a resolution adopted by a majority vote of the Trustees in office.

Section 5. Compensation of Agents and Employees.

The corporation may pay compensation in reasonable amounts to agents and employees for services rendered, such amounts to be fixed by the Board or, if the Board delegates this power to any officer or officers, then by such officer or officers. In the discretion of the Board of Trustees, the corporation may secure a bond for the performance of officers, agents or employees of the corporation.

Section 6. Dissolution.

Upon dissolution of the corporation, the Board shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all the assets of the corporation for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or to a state or local government, for a public purpose as the Board of Trustees shall determine.