BYLAWS OF Esper Hosting, Inc.
(A Nonprofit Cooperative Corporation)
Article I – Name, Definitions, & Purpose
Section 1 – Name
The name of the organization shall be Esper Hosting, Inc. It shall be a nonprofit organization incorporated under the laws of the State of Florida.
Section 2 – Definitions
Within these bylaws, the following definitions shall hold true:
a. The Cooperative – Esper Hosting, Inc.;
b. The Board – The board of directors of The Cooperative;
c. The CEO – The chief executive officer of The Cooperative;
d. The Chair – The chairperson of The Board.
Section 3 – Purpose
This corporation is formed, as a nonprofit cooperative, for the following purposes:
a. To acquire, establish, and administer Internet server services and other related services for its members and to provide such services to its members; and
b. To engage in other lawful enterprise consistent with classification as a nonprofit.
This cooperative is organized as a nonprofit under the provisions of Chapter 617 of the Florida Statutes.
Article II – Membership
Section 1 – Types of Members
There shall be the following types of members of The Cooperative:
a. User Member(s) – paying customer(s) of The Cooperative, having been paying customer(s) of The Cooperative for at least 30 days;
b. Worker Member(s) – full-time and salary employee(s), and officers of The Cooperative, having been employee(s) or officer(s) of The Cooperative for at least 30 days.
c. Non-Voting Member(s): The Board shall have the authority to establish and define non-voting categories of Membership.
No person may vote as both a User Member and a Worker Member. If any person becomes both a User Member and a Worker Member, at such time he/she must choose to vote as either a User Member or a Worker Member. If such a member wishes to change his/her voting membership, such a change will become effective 30 days after written declaration (to The Cooperative) of intent to change his/her voting membership according to process established by The Cooperative.
Section 2 – Memberships
All User Members shall be equal voting members of the User Membership, and all Worker Members shall be equal voting members of the Worker Membership.
Section 3 – Voting Rights
Only members in good standing are eligible to vote in elections and other meetings. Members in good standing are defined as follows:
a. User Member(s) – customer(s) whose account is not past due;
b. Worker Member(s) – any and all current Worker Member(s).
Article III – Board of Directors
Section 1 – Role & Eligibility
The Board is responsible for overall policy and direction of The Cooperative and may delegate responsibility officers and other employees. Any member of The Cooperative (voting or non-voting) in good standing is eligible to become a director of The Board. The Board shall define good standing for all non-voting member categories.
Section 2 – Size & Compensation
At any given time, there shall be no more than 20 and no fewer than 4 directors of The Board. The number of directors of The Board shall always be even in number. Directors shall receive no more than reasonable compensation for duties and expenses.
Section 3 – Director Distribution
Before the number of Worker Members has reached fifteen (15), the User Membership shall elect all of the directors of The Board and the Worker Membership shall elect none of the directors of The Board. Once the number of Worker Members has reached fifteen (15) and thereafter, the User Membership shall elect half of the directors of The Board and the Worker Membership shall elect half of the directors of The Board.
Section 4 – Terms of Office
A full term of office for a director of The Board shall be four years.
Every two years half of the directors shall be elected, half each by each voting Membership. For each of the first two elections, the director seats up for election shall be determined in a random fashion as determined by The Board or its designee(s).
Section 5 – Board Meetings
The Board shall meet at least quarterly at an agreed upon time. Meetings may take place via electronic medium. Official board meetings require at least two week advance notice unless unanimously agreed upon by The Board in its entirety. Board meetings shall be scheduled by The Chair or by agreement of more than half of The Board and shall be open to all members of The Cooperative. All meetings shall proceed according to the most recent publication of Roberts Rules of Order.
Section 6 – Resignation, Termination, & Vacancies
Any resignation of a director of The Board must be in writing and submitted to The Chair or his designee. Any director may be removed by a special recall election among the electing Membership by a vote of at least two-thirds of votes cast. When a vacancy arises mid-term, The Board shall, by majority vote, appoint an interim replacement who shall serve the remainder of the term.
Section 7 – Board Chair
The Chair must be a member of The Board. The Chair shall be elected by The Board by a simple majority from among the directors of The Board present at a scheduled meeting. Any resignation of The Chair must be in writing and submitted to all directors of The Board or their designee(s.) At any board of directors meeting any director may propose The Chair be removed, and if seconded, a vote shall be held. If The Chair is removed or resigns, The Board shall immediately hold a vote to elect a director as The Chair. Unless otherwise determined by The Board, The Chair shall also act as The CEO.
Section 8 – Officers
The Board shall have the power to establish, modify, and terminate Officer positions within The Cooperative and delegate authority to those positions accordingly.
Article IV – Member Voting
Section 1 – Voting Procedures
Polls for bylaw and/or article amendments and elections to The Board shall begin on the first Sunday in December unless otherwise designated by The Board or its designee. When a vote is held, polls shall be open for at least one week. Voting shall include an accessible form of absentee and/or long distance voting.
Elections to The Board shall be held no more than 60 days before the beginning of the next term. Directors elected to The Board shall take office at the beginning of the following term which shall start on the second Monday in January. Elections to The Board shall be held via Single Transferable Vote.
Article V – Amendments to Bylaws and Articles
Section 1 – Bylaw Amendments
The bylaws shall be amended by a two-thirds vote of The Board or of each voting Membership.
Section 2 – Article Amendments
Amendments to the Articles of Incorporation shall be proposed to the State of Florida’s Department of Corporations (or its equivalent) by a three-fourths vote of The Board or of each voting Membership.