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 1. President-Elect: Kelly A. Woestman

 2. VP-Networks: Matthew Gilmore

 3. VP-Teaching: Trevor Getz

 4. HNET-Staff Editor: Joe Ferreira

 5. H-Net Council Members at large: Ryan Dunch, Julie Hofmann, Michael
 Innis-Jiménez. Anna Sheftel

 6. [THE FOLLOWING ARTICLE REPLACES EXISTING ARTICLE II]:
 Article II. The purpose or purposes for which the corporation is organized
 are:

 To advance scholarship and teaching in the arts, humanities, and social
 sciences through such means as creating and managing online networks of
 scholars, students, and the interested public; facilitating dissemination
 of information among educational institutions and educators; and raising
 funds needed to support the organization's work. The corporation is
 organized exclusively for charitable, religious, educational, and
 scientific purposes, including, for such purposes, 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.

 THE REVISION IS PASSED


 7. [THE FOLLOWING IS A NEW ARTICLE]:
 Article V.

 Section 1. Nonprofit operation. No part of the 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 corporation
 shall be authorized and empowered to pay reasonable compensation for
 services rendered and to make payments and distributions in furtherance of
 its purposes. No substantial part of the activities of the corporation
 shall be the carrying on of propaganda or otherwise attempting to
 influence legislation, except as may be elected under provisions of the
 Internal Revenue Code, and the corporation shall not participate in or
 intervene in (including the publishing or distribution of statements) any
 political campaign on behalf of or in opposition to any candidate for
 public office.
 Notwithstanding any other provision of these articles, the corporation
 shall not carry on any other activities not permitted to be carried on by
 a corporation exempt from federal income tax under section 501(c)(3) of
 the Internal Revenue Code or corresponding section of any future federal
 tax code.


 Section 2. Dissolution. Upon the dissolution of the corporation, any
 remaining unencumbered assets shall be distributed by the corporation to
 any nonprofit organization or organizations exempt from federal income tax
 under section 501(c)(3) of the Internal Revenue Code, or 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 so disposed of by the corporation shall be so
 disposed of by the Circuit Court or any other court of the State of
 Michigan that has jurisdiction in the place where the principal office of
 the corporation is then located.


 Section 3. Action without a meeting. In addition to any other means of
 decision-making permitted by law, any action that may be taken at a
 meeting of the members may be taken without a meeting if a written consent
 stating the action is signed by the number of members that would be
 required to approve the action at a meeting attended by all members
 entitled to vote.

 Section 4. Directors' and officers' and volunteers' liability. The
 personal liability of volunteer directors and officers of the corporation
 is eliminated to the fullest extent permitted by the provisions of Section
 209(c) and (d) of the Michigan Nonprofit Corporation Act, as amended and
 supplemented, and the personal liability of nondirector volunteers of the
 corporation is eliminated to the fullest extent permitted by the
 provisions of Section 209(e) of the Michigan Nonprofit Corporation Act, as
 amended and supplemented. To the fullest extent permitted by law, the
 corporation assumes all liability to any person other than the corporation
 or its members for all acts or omissions of a volunteer director or
 officer or of a nondirector volunteer incurred in the good faith
 performance of duties as a director or officer or volunteer occurring on
 or after the date this Article is adopted by the corporation. If the
 Michigan Nonprofit Corporation Act is amended after adoption of this
 Article to authorize corporate action further eliminating or limiting the
 personal liability of volunteer directors and officers or of nondirector
 volunteers, then the liability of a director or officer or volunteer of
 the corporation shall be eliminated or limited to the fullest extent
 permitted by the Michigan Nonprofit Corporation Act as so amended. Any
 repeal or modification of this Article shall not adversely affect any
 right or protection of a volunteer director or officer or of a nondirector
 volunteer of the corporation pursuant to this Article existing at the time
 of any acts or omissions occurring before the effective date of the repeal
 or modification.

 Section 5. Nondiscrimination. The corporation shall not discriminate
 against any person on the basis of age, race, color, sex, religion,
 physical handicap, national origin, or any other basis provided in
 federal, state, or local law, regarding any service performed by or for
 the corporation.

 THE NEW ARTICLE IS ADOPTED
Humanities & Social
Sciences Online