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Past Elections
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

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