Section 1.1 Members. LakeNET members represent the community serviced by LakeNET. Classes of membership are determined by the LakeNET Board of Directors and shall include every LakeNET content provider, which by definition is any not-for-profit or governmental entity servicing the LakeNET community, whose web site has been developed or hosted by LakeNET or those being deemed by the Board to be members. Any other interested individual, organization or future content provider may apply to the Board of Directors for membership.

Section 1.2 Membership Certificates. As provided by law, each voting member of the Corporation shall be entitled to a certificate signed by the President and attested by the Secretary certifying the membership held by him and such other information as may be required by law. The form of such certificate shall be prescribed by the Board of Directors. Such certificate shall not be transferable.

Section 1.3 Duration of Membership: Resignation. Membership in the Corporation may be terminated by voluntary withdrawal as herein provided, or as otherwise provided in these Bylaws. All rights and privileges of a member in the Corporation shall cease on the termination of membership. Any member may voluntarily withdraw from membership by giving written notice of such intention to the President and/or designee. Such notice shall be presented to the Secretary of the Board of Directors or designee at or before the next succeeding meeting of the Board of Directors. Withdrawal of a member shall be effective upon fulfillment of all obligations of such member to the date of such meeting.

Section 1.4. Suspension and Termination of Membership. Any member may be suspended or terminated, for cause. Sufficient cause for suspension or termination of membership shall be: violation of these Bylaws, nonpayment of dues, if any, violation of any lawful rule or practice duly adopted by the Corporation, or any other conduct prejudicial to the interests of the Corporation. Proceedings for suspension or expulsion of a voting member may be instituted by a petition to the Board of Directors in writing signed by any fifteen (15) members, or by the Board of Directors on its own motion. The affirmative vote of three-fourths (3/4ths) of the entire membership of the Board of Directors shall be required in order for a member to be suspended or expelled. A statement of the charges on which such action is based shall be mailed by registered mail to the last recorded address of the member at least fifteen (15) days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person or by its representatives and present any defense to such charges before action is taken thereon. Inactivity shall be established by Board policy.

Section 1.5. Dues, Fees, and Assessments. The amount of any membership fees, dues and assessments applicable to membership in Corporation or to any class of such membership and the time and manner of payment thereof shall be determined by the Board of Directors.

Section 2.1. Annual Meeting. The Annual Meeting of the members of the Corporation shall be held each year within six (6) months from the close of the Corporations fiscal year on such date as may be designated by the Board of Directors.

Section 2.2. Special Meetings. Special meetings of the members may be called by the President, by a majority of the Board of Directors, or by a petition in writing of at least one-tenth (1/10th) of the members.

Section 2.3. Notice of Meetings. Written notice stating the place, day, and hour of any meeting of members and, in the case of special meetings or when otherwise required by law, the purpose for which any such meeting is called, shall be E-mailed, delivered or postmarked by the Secretary of the Corporation to each member of record, at such address as appears upon the records of the Corporation, and at least ten (10) days before the date of such meeting.

Section 2.4. Waiver of Notice. Notice of any meeting may be waived by any voting member in writing filed with the Secretary of the Corporation. Attendance at any meeting in person or by proxy shall constitute a waiver of notice of such meeting.

Section 2.5. Voting Rights. Each member of the Corporation shall have the voting rights specified in the Articles of Incorporation of the Corporation.

Section 2.6. Voting by Proxy. A member entitled to vote at any meeting of members may vote either in person or by proxy executed in writing by the member or a duly authorized attorney-in-fact of such member. (For purposes of this section, a proxy granted by fax, E-mail or other electronic means by a member shall be deemed "executed in writing by the member.") No proxy shall be voted at any meeting of the members unless the same shall be filed with the Secretary of the meeting at the commencement thereof.

Section 2.7. Quorum. At any meeting of members, one fifth (20%)of the members qualified to vote as members by the Articles of Incorporation, represented at the meeting in person or by proxy, shall constitute a quorum. A majority vote of such quorum shall be necessary for the transaction of any business by the meeting, unless a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 2.8. Voting List. The Secretary, Assistant Secretary or designee of the Corporation shall at all times keep at the principal office of the Corporation a complete and accurate list of all members entitled to vote by the Articles of Incorporation. Such list may be inspected by any member for any proper purpose at any reasonable time.

Section 2.9. Conduct of Meetings. Meetings of members, including the order of business, shall be conducted in accordance with Roberts' Rules of Order, Revised, except insofar as the Articles of Incorporation, these Bylaws, or any rule adopted by the Board of Directors or members may otherwise provide. The members may, by unanimous consent, waive the requirements of this section, but such waiver shall not preclude any member from invoking the requirements of this section at any subsequent meeting.

Section 2.10. Action by Consent. Any action required to be taken at a meeting of members, or any action which may be taken at a meeting of members, may be taken without a meeting, if, prior to such action, a consent in writing, setting forth the action so taken, shall be mailed or E-mailed to all members and be signed by a two thirds majority of all members entitled to vote with respect thereto, and such consent is filed with the minutes of the proceedings of the members.

Section 3.1. Duties. The business and affairs of the Corporation shall be managed by the Board of Directors.

Section 3.2. Number and Election. There shall be fifteen (15) Directors of the Corporation. Five (5) Directors shall be elected at each annual meeting of the members and each Director shall serve a three (3) year term. However, the initial Board of Directors and their initial terms shall be named by the Steering Committee. Should the annual meeting of the members not be held at the time designated in these Bylaws, the Directors then in office shall hold over until their successors shall be elected and qualified, or until their resignation, removal, or death.

Section 3.3 Composition. The Board of Directors shall include, but not be limited to, no less than one representative of the following:

1. Public Libraries,

2. School Systems,

3. Colleges and Universities,

4. Local not-for-profit organizations.

Not less than one-third (1/3rd) of the Directors shall be content providers (but this provision shall not restrict the appointment of the initial Board of Directors).

Section 3.4. Vacancies. Any vacancy among the Directors caused by death, resignation, removal or otherwise may be filled by a majority vote of the remaining members of the Board of Directors. A director chosen to fill a vacancy shall hold office until the expiration of the term of the Director causing the vacancy or until his successor shall be elected and qualified.

Section 3.5. Removal. Any Director may be removed, with or without cause, at a meeting of the Directors called expressly for that purpose, by a vote of two-thirds (2/3rds) of the Directors then entitled to vote at an election of Directors.

Section 3.6. Annual Meeting. Unless otherwise agreed upon, the Board of Directors shall meet immediately following the annual meeting of the members, at the place where such meeting of members was held, for the purpose of election of officers of the Corporation and consideration of any other business which may be brought before the meeting. No notice shall be necessary for the holding of such annual meeting.

Section 3.7. Other Meetings. Regular meetings of the Board of Directors may be held pursuant to a resolution of the Board to such effect, and shall be held whenever convenient for the Board of Directors. No notice shall be necessary for any regular meeting. Special meetings of the Board of Directors may be held upon the call of the President or of any five (5) members of the Board and upon forty-eight (48) hours notice specifying the time, place, and general purposes of the meeting, given to each Director either personally or by mail, fax, electronic mail (e-mail) or telephone. Notice of a special meeting may be waived in writing or by fax before the time of the meeting, at the time of the meeting, or after the time of the meeting. Attendance at any special meeting shall constitute waiver of notice of such meeting.

Section 3.8. Quorum. Fifty percent (50%) of the directors presently serving shall be necessary to constitute a quorum for the transaction of business, except the filling of vacancies. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 3.9. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action a written consent to such action is signed by all members of the Board and such consent is filed with the minutes of proceedings of the Board of Directors.

Section 3.10 Indemnification of Directors. A Director of the Corporation shall not be held personally liable for the acts or debts of the Corporation unless that Director becomes personally liable because of the Director's own acts or conduct.

Should a Director be made a part to a proceeding because the individual is or was a Director, the Corporation may indemnify the individual against liability incurred in the proceeding if:

1. The individual's conduct was in good faith; and

2. The individual reasonably believed:

a. In the case of conduct in the individual's official capacity with the Corporation, that the individual's conduct was in the Corporation's best interests; and

b. In all other cases, that the individual's conduct was at least not opposed to the Corporation's best interests; and

3. In the case of any criminal proceeding, the individual:

a. Had reasonable cause to believe the individual's conduct was lawful; or

b. Had no reasonable cause to believe the individual's conduct was unlawful.

Unless limited by the Articles of Incorporation, the Corporation shall indemnify a Director who was wholly successful, on the merits or otherwise, in the defense of a proceeding to which the Director was a party, because the Director is or was a Director of the Corporation, against reasonable expenses actually incurred by the Director in connection with the proceeding.

Section 3.11. Conduct of Meetings. Meetings of members, including the order of business, shall be conducted in accordance with Roberts' Rules of Order, Revised, except insofar as the Articles of Incorporation, these Bylaws, or any rule adopted by the Board of Directors or members may otherwise provide. The members may, by unanimous consent, waive the requirements of this section, but such waiver shall not preclude any member from invoking the requirements of this section at any subsequent meeting.

Section 4.1 The LakeNET Board of Directors has the power to form committees as needed to meet the objectives of the corporation.

Section 4.2 Other Committees. The President or the Board of Directors may from time to time create and appoint standing and special committees to undertake studies, make recommendations, and carry out functions for the purpose of efficiently accomplishing the purposes of the Corporation.

Section 5.1. Offices and Qualifications Therefore. The officers of the Corporation shall consist of President, Vice-President, Secretary, and Treasurer. The officers shall be Directors, and shall be elected by the Board of Directors.

Section 5.2. Terms of Office. Each voting officer of the Corporation shall be elected annually by the Board of Directors at its annual meeting and shall hold office for a term of one (1) year, and until a successor shall be duly elected and qualified, or until resignation, removal, or death. Any officer shall be limited to serve two (2) consecutive terms in the same office.

Section 5.3. Vacancies. Whenever any vacancies shall occur in any of the offices of the Corporation for any reason, the same may be filled by the Board of Directors at any meeting thereof, and any officer so elected shall hold office until the expiration of the term of the officer causing the vacancy and until a successor shall be duly elected and qualified.

Section 5.4. Removal. Any officer of the Corporation may be removed from office by the Board of Directors, whenever, in its judgement the best interests of the Corporation will be served. The vote of a majority of all of the members of the Board of Directors shall be necessary to remove any officer of the Corporation.

Section 6.1. President. The President, if present, shall preside at all meetings of the members and Board of Directors. Subject to the general control of the Board of Directors, the President shall manage and supervise all of the affairs of the Corporation and shall perform all of the usual duties of the chief executive officer of a Corporation. The President shall be an ex-officio member of all Committees, except the Nominating Committee.

Section 6.2. Vice-President. Subject to the general control of the Board of Directors, the Vice-President shall discharge all the usual functions of the President if the President is not present and shall have such other powers and duties as these Bylaws or the Board of Directors may prescribe.

Section 6.3. Secretary. The Secretary shall attend all meetings of the members and of the Board of Directors, and keep, or cause to be kept, a true and complete record of the proceedings of such meetings, and shall perform a like duty, when required, for all committees appointed by the Board of Directors. If required, the Secretary shall attest the execution by the Corporation of deeds, leases, agreements, and other official documents, attend to the giving and serving of all notices of the Corporation, and, in general, shall perform all duties pertaining to the office of Secretary and such other duties as these Bylaws or the Board of Directors may prescribe. In addition, the Board may elect an Assistant Secretary to aid the Secretary in the performance of his or her duties, including acting in the Secretary's stead in the Secretary's absence.

Section 6.4. Treasurer. The Treasurer shall keep, or cause to be kept, correct and complete records of account, showing accurately at all times the financial condition of the Corporation. The Treasurer shall have charge and custody of, and be responsible for, all funds, notes, securities, and other valuables which may from time to time come into the possession of the Corporation. The Treasurer shall deposit, or cause to be deposited, all funds of the Corporation with such depositaries as the Board of Directors shall designate. The Treasurer shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation, and, in general, shall perform all duties pertaining to the office of Treasurer. In addition, the Board may elect an Assistant Treasurer to aid the Treasurer the performance of his or her duties, including acting in the Secretary's stead in the Secretary's absence.

Section 7.1. Qualifications. The Coordinator of the Corporation shall meet the standards and qualifications consistent with any State and Federal regulations and the job description for this position.

Section 7.2. Duties. The Coordinator shall be responsible for directing the activities of the Corporation according to its stated objectives and implementing the policies of the Corporation as established by the Board of Directors. The Coordinator shall attend all meetings of the Corporation and of its Board of Directors. The Coordinator shall cause mailing or E-mailing of notices of all meetings, as herein prescribed, shall keep a record of names and addresses of the members of the Corporation and shall keep such other records as may be required by the Board of Directors.

Section 8.1. Corporate Seal. The Board of Directors of the Corporation may, but need not, designate the design and cause the Corporation to obtain and use a corporate seal. The absence of the impression of the corporate seal from any document shall not affect, in any way, the validity or effect of such document.

Section 8.2. Execution of Contracts and Other Documents. The Coordinator shall be authorized to execute all usual and customary documents in the ordinary course of business, unless otherwise provided herein or specifically provided by the Board of Directors.

Unless otherwise ordered by the Board of Directors, all deeds, instruments of indebtedness and such other documents as specified by the Board of Directors of the Corporation shall be executed on behalf of the Corporation by the President, and, if required, attested by the Secretary.

Section 8.3. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of each year and end on the immediately following December 31.

Section 8.4. Annual Report. The Corporation shall deliver to the Secretary of State an annual report on a form prescribed and furnished by the Secretary of State.

Subject to law and the Articles of Incorporation, the power to make, alter, amend, or repeal all or any part of these Bylaws is vested in the Board of Directors. A ten (10) day prior written notice and the affirmative vote of a majority of the entire Board of Directors shall be necessary to effect any such changes in these Bylaws.

LakeNET Coordinator
Lake County Public Library
1919 West 81st Avenue
Merrillville

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