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About CCIL: Bylaws


CCIL History | CCIL Vision Statement | CCIL Bylaws | CCIL Policies for CCIL Usage | Financial Reports | Friends of CCIL | CCIL Volunteers and Contributors

ARTICLE I - GENERAL

Section 1. Purposes. The corporation is organized to establish, promote, and maintain (through publications, research, teaching, and communications) a public-access computer system to: 

  1. Share information published by local, national, and international educational, governmental, health, legal, religious, and commercial institutions; 
  2. Provide the residential, educational, governmental, health, legal,religious, and commercial interests in the community with a common meeting place to communicate and learn;
  3. Facilitate open, interactive discussions and host public forums on issues affecting the community. 
  4. Encourage the development of Information Age knowledge and skills among all persons of the community. 
Notwithstanding any appearances to the contrary herein, the corporation is organized exclusively for charitable, religious, educational, literary, and scientific purposes; said purposes may include the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. 

Section 2. Earnings. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clauses hereof.

Section 3. Activities. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or (b) by an organization, contributions to which are deductible under section of 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 4. Dissolution. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE II - OFFICES

The corporation shall have and continuously maintain in Chester County, Pennsylvania a registered office and a registered agent, whose office is identical with such registered office, and may have other offices within or without the State of Pennsylvania, as the board of directors may from time to time determine.

ARTICLE III - BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation will be managed by its board of directors, and all corporate powers shall be exercised by the board of directors, except as otherwise expressly required by the articles of incorporation, these bylaws, or by law
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Section 2. Number, tenure and removal. Directors shall be elected by a majority of the votes cast at a regular meeting of the Chester County InterLink's Board of Directors. The number of directors shall be set by the Chester County InterLink.s Board of Directors from time to time, but in no event shall the number of directors be less than three (3).

Section 3. Election.
  1. Election or appointment of a board member or an agent shall not itself create contract rights.
  2. Each director shall hold office for a period of three (3) years and may be reelected for one (1) additional three (3) year term by a majority vote of the Chester County InterLink's Board of Directors.
  3. A board member's term shall commence immediately upon election and continue for 36 months.
  4. A board member shall be notified on the 35th month of their term. The member shall notify the board of their intention to seek reelection by the regular meeting of their 36th month.
  5. No board member shall be able -to vote in his/her reelection.
  6. A former board member will be eligible for renomination after a twelve month period off the board.
  7. Under no circumstances shall a person be allowed to serve more than 72 months in an 84 month period.
  8. A board member may resign the position by submitting a written notice of intent to the president of the board. Official removal of board status (for a requested removal) will occur when the notice is read into the minutes at the next meeting of the board of directors.
  9. Board members may be removed for good cause shown at any meeting of the board of directors by the affirmative vote of a majority of all incumbent directors, in person or by written proxy, if notice of intention to act upon such matter shall have been given in the notice calling such meeting. The removal of any board member shall be without prejudice to the contract rights, if any, of the person so removed. Notice of the action to remove a board member must be made to all board members at least 10 days in advance of the meeting in which the issue will be discussed. A board member may not vote on his/her own removal and the meeting quorum must be achieved by the voting members of the board exclusive of the member being voted upon.

Section 4. Regular Meetings.
A. A regular annual meeting of the Chester County InterLink's registered members and Board of Directors shall be held in September. The Board of Directors shall notify the membership of the date and location of this membership meeting no later than August 10 annually. The Board of Directors may also provide by resolution the time and place for the holding of additional membership meetings without other notice than such resolution.
B. The Board of Directors shall meet on a regular basis to conduct the business of the Chester County InterLink. These may be scheduled on a monthly basis or on a frequency deemed appropriate by the Board of Directors. In order to conduct business in an orderly and unencumbered manner, these regular Board of Directors meetings shall be for the members of the board and invited guests only
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ARTICLE IV - OFFICERS

Section 1. Officers. The officers of the corporation shall be a president, a vice-president, a treasurer, a secretary and such other officers as may be elected in accordance with the provisions of this article. The board of directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 2. Election and term of office. The officers of the corporation shall be elected by majority vote annually at the regular meeting of the Chester County InterLink's Board of Directors. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until their successor has been duly elected and begun duties.

Section 3. Removal. Any officer or agent elected or appointed by the board of directors may be removed by majority vote of the board of directors whenever in its judgment the best interests of the corporation would be served thereby. Removal of the president shall require a two-thirds majority plus one. The removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or an agent shall not itself create contract rights.

Section 4. Resignations. Any officer may resign at any time by giving written notice to the president or the secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified. The acceptance of such resignation shall not be necessary to make it effective.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, or otherwise may be filled by the board of directors for the unexpired portion of the term.

Section 6. President. The president shall be the chief executive officer and chairman of the board of directors, shall supervise all of the business and other affairs of the corporation, and shall preside at all meetings of the board of directors, the affiliate council, the advisory board, and of the general membership.

Section 7. Vice-President. The vice-president shall act in place of the president in the event of his absence, or physical inability to act, and exercise and discharge any other duties as may be required of him or her by the board.

Section 8. Treasurer. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositaries; and in general perform the duties incident to the office of the treasurer and such other duties as from time to time may be assigned by the president or board of directors. Certain duties of the treasurer may be delegated to the president by the board of directors when such delegation would be in the interests of the efficient operation of the corporation.

Section 9. Secretary. The secretary shall keep the minutes of the meetings of the board of directors in one or more books provided for that purpose; see that all notices are duly given in accordance with these bylaws or as required by law; be custodian of the corporate records; and in general perform all duties incident to the office of secretary and such other duties as from time to time be assigned by the president or by the board of directors.

ARTICLE V - BOARD OF ADVISORS

Section 1. Membership. The president, or the Chester County InterLink Board of Directors by majority vote, may appoint any person or persons to act in an advisory capacity to the corporation. Such a group shall be known as the board of advisors. The term of office of such advisors shall be at the pleasure of the president.

Section 2. Powers. The board of advisors shall be an advisory-only body to the president. They shall have no power to bind the president or the corporation to any particular position or course of action.

Section 3. Meetings. Meetings of the board of advisors shall be held with the frequency and at the time and place selected by the president.

Section 4. Compensation. There generally shall be no compensation for members of the board of advisors, provided that nothing herein contained shall be construed to preclude any member of the board of advisors from serving the corporation in any other capacity and receiving compensation.

ARTICLE VI - CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 1. Contracts and other documents. The board of directors, except as by law, the articles of incorporation, or these bylaws is otherwise required, may authorize any officer or officers, agent or agents of the corporation to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

~ Last amended 1/11/2007