Bylaws of Nyx Net

I. Purpose

Nyx Net's purpose is to provide free public Internet access for charitable, educational, scientific, literary and other exempt purposes as defined in section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code. For this purpose, Nyx Net is incorporated as a non-profit corporation under the laws of the State of Colorado.

Nyx Net is not a commercial Internet Service Provider and its services are not to be used for the establishment or maintenance of a for-profit business.

II. Members

A. Classes

Nyx Net will have three classes of members: charter members, honorary members, supporting members. Additional classes may be added by amendment of these bylaws.

B. Membership Eligibility

1. Charter Members -- All natural persons holding validated user accounts in good standing who have donated US$100 or more to Nyx between October 1, 1996 through October 1, 1997 are eligible to be Charter Members of Nyx Net. All charter memberships shall expire on October 1, 2007.

2. Supporting Members -- All natural persons holding validated user accounts in good standing who donate US$100 or more to Nyx in any calendar year are eligible to be Supporting Members of Nyx Net. Supporting memberships shall expire three years from the most recent date that the requirements of membership were satisfied.

3. Honorary Members -- All past and present Directors and Officers of Nyx Net, and past and present members of the Systems Administration Team with validated user accounts in good standing are eligible to be Honorary Members of Nyx Net. The Board of Directors may confer honorary membership on others at the Board's discretion.

4. Each person shall have only one membership regardless of the number of accounts in his/her name.

5. If an account is terminated for cause, the membership of that user is terminated and may be re-established under paragraph 2 or 3 above.

C. Membership List

As required by Colorado law (C.R.S. 7-24-109), Nyx Net shall maintain a list of the names and addresses of all members of Nyx Net in the offices of Nyx Net which shall be available for inspection (by appointment) by other members "for any appropriate purpose." Any member not wishing to have their name and address available for inspection by other members may withdraw from membership.

D. Meetings

Members of Nyx Net shall not hold annual meetings.

E. Rights, Responsibilities & Privileges of Membership

1. All classes of members shall have equal voting rights.

2. Each member of Nyx Net in good standing at the time the election is called shall have one vote per directorship up for election and one vote if an election is called to remove the Board of Directors. Membership in Nyx Net confers no other voting rights or privileges.

III. Directors

A. Initial Directors

Nyx Net will have three initial Directors appointed by the Incorporator. These initial Directors shall serve from May 27, 1997 through May 31, 1998.

B. Number of Directors

1. Nyx Net will have three Directors.

2. The Board of Directors may change the number of Directors by amending these bylaws. A vote to decrease the number of Directors requires participation of all current Directors for a quorum. A decrease in the number of Directors will take place at the expiration of the terms of the current Directors. An increase in the number of Directors may take place immediately by appointment of the Board of new Directors for partial terms, or at some time in the future designated by the Board.

C. Term of Office

All Directors elected after 1997 shall serve for a term of one year.

D. Election of Directors

Sixty days before the expiration of any Director's term of office, the Secretary shall notify the membership and request nominations to the position of Director. At this time the Secretary shall notify members if any of the current Directors are seeking a new term. The Secretary shall take nominations for 15 days. At the end of that time period the Secretary shall post a ballot of the nominees. All members may vote on the nominees or give their proxy to the existing Board of Directors, or any other member, by printing out and mailing in the ballot with appropriate identification within 30 days of the posting of the ballot.

E. Removal of Directors

The entire Board of Directors may be removed by vote of the membership. A member may propose removal of the Board by a posting in nyx.misc. If more than 25 members support the call for removal, the officers of Nyx Net must post an announcement in the motd and post a ballot to nyx.announce. Members vote by printing the ballot and mailing it to Nyx Net's address. Ballots must be received within 30 days of the posting of the ballot. The Secretary of Nyx Net will be responsible for tallying the votes. For the call for removal to pass, at least fifty percent of all members of Nyx Net must be represented by ballots, and three-quarters of all those voting must support the proposition to remove the Board of Directors. If the proposition passes the Secretary must call an election for a new Board, and the terms of all directors expire sixty days following the announcement of the election. The election will proceed according to paragraph D.

F. Resignation of Directors

Directors may resign by providing the remainder of the Board with written notice 10 days before the resignation is to go into effect. The remaining members of the Board may appoint a Director to fill the remainder of that Director's term in office.

G. Powers of the Directors

The Board of Directors shall be the governing body of Nyx Net. The Board shall have the power to adopt and amend the bylaws and the articles of incorporation of Nyx Net, to appoint and remove officers, to make and approve policies for Nyx Net and make major decisions on the structure, operation and/or dissolution of Nyx Net. Resolutions of the Board of Directors may be adopted by a simple majority of the Board unless there is a statement in the articles or bylaws to the contrary. A quorum for voting on resolutions will be the participation of at least two-thirds of the Board of Directors unless bylaws require a greater quorum for the vote.

H. Meetings

The Board of Directors is authorized to "meet" for all actions requiring a meeting under these bylaws, or any Colorado or federal law, by way of chat session, IRC, e-mail, or telephone conference. Physical presence at a single location will not be required.

IV. Officers

A. Titles of Officers

Nyx Net will have three officers: President, Treasurer and Secretary. The Board of Directors may create other offices and positions as it deems necessary.

B. Terms of Officers

The officers of Nyx Net shall serve for one year, unless earlier removed by the Board of Directors.

C. Election of Officers

All officers of Nyx Net will be appointed by the Board of Directors.

D. Removal of Officers

Officers of Nyx Net may be removed by the Board of Directors at any time for any reason. The Directors of Nyx Net must give an officer at least two weeks notice prior to any vote on removal of that officer.

E. Powers and Duties of Officers

1. General -- The officers of Nyx Net are responsible for the day-to-day operations of Nyx and are empowered to enter into contracts on behalf of Nyx Net for office space, electrical, telephone and other utility services, Internet services, banking and other financial services, and printing services. The officers must have the approval of the Board of Directors before contracting for legal or accounting services. The officers are empowered to enter into all other contracts necessary to fulfill the duties and directions under these bylaws or otherwise imposed on them by the Board of Directors. The officers are empowered to accept donations on behalf of Nyx Net from individuals, governments, non-profit organizations, foundations, corporations, or other legal entities. Major donations which may affect the structure or obligations of Nyx Net must be approved by the Board of Directors. A "sponsorship" by a for-profit corporation which requires the mention of such sponsorship on the motd, or other such place, shall require approval of the Board of Directors. The officers of Nyx Net have the power and duty to complete and sign all government documents required to maintain the corporation and its tax exempt status in good standing. The officers also have the duty to arrange for sufficient funding for the continued existence of Nyx Net by appeals for contributions, or applications for grants, as appropriate.

2. President -- The President of Nyx Net will be responsible for supervising the operation of Nyx and maintaining both the hardware and software of the computer network which is the heart of Nyx in good working order. In pursuance of this duty the President shall appoint systems administrators, or other volunteers, as necessary.

The President of Nyx Net is primarily responsible for keeping Nyx in compliance with all Colorado and federal laws, including, but not limited to, the copyright and trademark laws of the United States. Thus the President will be responsible for inv estigating complaints of violations of the law by any person using the computer network maintained by Nyx Net. The President is empowered to terminate the account(s) of any user of Nyx who has used the Nyx Net computer network to violate the law. The P resident has the duty to fully cooperate with all law enforcement officials in any way not in violation of the First, Fourth, or Fourteenth Amendments of the U.S. Constitution.

The President of Nyx Net will also be responsible for investigating all complaints of abuse using the computer network maintained by Nyx Net which violate the Terms of Service of Nyx. The President is empowered to take appropriate action including suspending or terminating the account of any user found to be violating the Terms of Service of Nyx.

3. Treasurer -- The Treasurer of Nyx Net will be the chief financial office of the corporation and will be primarily responsible for the deposit of all funds received on behalf of Nyx Net, paying the expenses of Nyx Net, maintaining the accounts of the corporation, and reporting to the membership on the financial status of Nyx Net on a quarterly basis. The Treasurer will be primarily responsible for producing all financial reports required to maintain the tax exempt status of Nyx Net under Sec. 501(3)(c) of the Internal Revenue Code or to apply for a license or exemption from sales tax from the State of Colorado, and for all financial reports required to be submitted to donors for the purpose of receiving grants and donations. The Treasurer should also maintain a balance sheet listing the debts and assets (including hardware) of Nyx Net.

4. Secretary -- The Secretary of Nyx Net shall be primarily responsible for maintaining the records of Nyx Net, including the articles of incorporation, the bylaws, the minutes of meetings of the Board of Directors, and copies of all contracts entered into by Nyx Net. The Secretary is also responsible for providing any notices to the membership required by law or these bylaws.

5. Delegation -- The officers of Nyx Net may seek the advice and counsel of professionals in the performance of their duties. The officers of Nyx Net may delegate some or all of their duties to each other, or to members of Nyx, on a temporary basis. Long term delegation of duties not specifically set out in these bylaws must be approved by the Board of Directors. The officers of Nyx Net remain ultimately responsible for appropriate performance of their duties even if those duties have been delegated to others.

V. General

A. Amending Bylaws

The Board of Directors may amend these bylaws at any time by a vote of the majority of the Board.

B. Liability & Indemnification

The directors, officers, employees, volunteers and members of Nyx Net shall not be personally liable for the debts, contracts, or other obligations of Nyx Net. No director or officer shall be personally liable for any injury to persons or property arising out of a tort committed by an employee or member of Nyx Net or other officer or director, unless such officer or director was personally involved in the situation from which the liability arises.

Nyx Net shall indemnify any officers or Directors found liable under any theory for actions required by the bylaws and articles of incorporation and authorized by the Board of Directors.

C. Dissolution

If the Board of Directors should vote to dissolve Nyx Net, the Officers of the corporation will have the duty to complete all legal steps necessary for such dissolution, including the filing of documents with the Colorado Secretary of State's office and the Internal Revenue Service. The Officers will also be required to pay the liabilities and obligations of Nyx Net out of such assets as are available. If there are insufficient liquid assets to satisfy the debts of the corporation, the Officers are authorized and instructed to sell such capital assets as are necessary to satisfy the debts of Nyx Net. If there are any assets remaining after all debts are satisfied, those assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code, or shall be distributed to federal, state or local government agencies for public purposes. No part of those assets may be distributed to Nyx Net Members, Officers or Directors, except: if it is necessary to liquidate the assets to pay debts, capital assets may be purchased at fair market value by members, officers or directors.

VIII. General Policies for Use of Nyx

A. Number of Accounts

Each natural person may have one regular account and one semi-anonymous account. Additional accounts are prohibited. Abuse may lead to termination of all accounts.

B. Login names (aka userids)

All login names created after April 1, 1997 must be in the form "jsmith" or "anon0000" as generated by the account creation program. Incorrectly entering your name to trick the program into creating a different form is not allowed. Accounts created by such methods will be terminated.

Names in other forms that were created prior to April 1, 1997 will be "grandfathered" and allowed to continue in use. However, if the grandfathered accounts expire, or are terminated for any other reason, they will not be re-created.

C. Terms of Service

All users must abide by the current "Terms Of Service." Violators of the "Terms of Service" may have their account(s) terminated.

D. Business Use

The resources of Nyx are not to be used for creation or maintenance of a for-profit business. The following are prohibited on Nyx: use of Nyx as the primary e-mail account for a for-profit business; use of the Nyx e-mail address on business cards, business letterhead, or business advertising; posting advertising for a for-profit business to newsgroups from a Nyx account; and maintenance of webpages on Nyx advertising a for- profit business. The following are permitted: maintenance of a resume on Nyx; use of the Nyx e-mail address for job searches, or on a resume; use of Nyx for scientific research intended to benefit the general public; and links from a personal webpage on Nyx to a business webpage on another server.

E. Copyrights & Trademarks

Use or storage of copyrighted or trademarked material on Nyx without permission of the owner or licensee is prohibited. This includes use or storage of "pirated" software.

F. Hacking, Cracking & Spidering

Unauthorized access and/or use of other computer networks from Nyx is prohibited. Unauthorized access to root on any of the machines which make up Nyx is prohibited.

G. Criminal Activity

All activity in violation of the laws of the United States of America and the State of Colorado is prohibited on Nyx.

H. Privacy & Free Speech

1. The administrators and Officers of Nyx Net will not read incoming or outgoing e-mail of users, or files in users' home directories unless 1) there is probable cause to believe that there has been a violation of the law or the policies of Nyx, and 2) they have obtained the consent of the Board of Directors.

2. Other persons will only be allowed access to e-mail or files of users if 1) they provide proof that they are law enforcement officials of an appropriate jurisdiction, and 2) they have a valid warrant obtained from a judge upon a showing of probable cause that a crime has been committed.

Adopted July 10, 1997 and amended August 18, 1997 by the Board of Directors of Nyx Net:

Mike Beaty (mbeaty)
Darlene Cypser (dcypser)
Trygve Lode (tlode)

[Please note that this was the makeup of the Board in 1997 and is not current. See the List of Administrators for the current Board members.]