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Approved 04/23/97

Waynet Board of Directors

Organizational Meeting

March 19, 1997

Present: David J. Fulton, Pamela Frantz, Sue Morris, Ann Hanes, Charles Peck, Kathy Keller, Debbie Berry, Tim Broering, Carol B. Smyth, Nick Fankhauser and Tom Kirk

David Fulton called the meeting to order at 5:40 PM and announced that the purpose of the meeting was to organize the Waynet Board and to accept text for the Articles of Incorporation and Bylaws so that Waynet can be legally constituted. He also presented for the agenda various issues related to next steps for development of Waynet's plan.

David Fulton read from a letter by the City Attorney which explained the work he had done on the Articles of Incorporation and the Board addressed the questions he raised. These included the following with the Board's response.

1. An address for the initial registered office in Indiana:

Morrisson-Reeves Library.

2. An initial registered agent for service of process:

Morrisson-Reeves Library.

3. Provision for the distribution of the corporation's assets upon dissolution.

The Board agreed that in order to avoid any appearance of conflict of interest and to signify that this is a county wide concern that any assets should go to the Wayne County government.

4. The attorney recommended inclusion of procedures for amending the Articles of Incorporation within the Articles.

The Board agreed and instructed the attorney to include the "standard" procedures he outlined in his letter.

5. The attorney raised questions about the use of partners and members in the By-Laws. It appears to create two levels of involvement in Waynet with different voting rights.

The Board clarified its intent by changing all reference to partners to members or membership. This avoids confusion and, as the attorney points out, is consist with state incorporation law.

6. The attorney advised us of the need of a permanent registered office and agent.

The Board agreed that this would be Morrisson-Reeves Library.

At the conclusion of the discussion the Board approved the Articles and Bylaws as revised. The revised items will be posted to the Waynet Web pages.

David will convey our decisions to the attorney who will complete the filing process.

David called for nominations and in succession the following officers were unanimously elected:

David Fulton, President

Tom Kirk, Vice-President

Tim Broering, Secretary

Ann Hanes, Treasure

The Board also appointed Carol Smyth as Waynet's representative to the Indiana Community Network Association (ICNA) until such time as Waynet has a staff member.

The president called on Tim Broering to report on his discussions with infocom, inc., an Internet Service Provider (ISP) in Wayne County, and one of the sponsoring members of Waynet. Tim concluded based on the discussions that what Waynet most needs is someone to market Waynet. Infocom can provide technical support and there are third parties who can design and implement Web pages beyond the basic membership pages. Therefore he recommends the staff member hired by Waynet have technical skills but be primarily a marketing person. They will market the advantages of Waynet membership along with providing information on the ISP and Web designers available .

Tim presented a proposal from infocom that they provide an in-kind equivalent of their membership fee. They propose to provide the hardware for a Web server, storage and backup of the Waynet and its member pages, and the establishment of a virtual domain name for Waynet.

On motion of Ann Hanes, second by Tim Broering, the Board approved the proposal to wave infocom's membership fee in leu of their in-kind contributions as outlined.

After some exploration the Board recommended a virtual domain name for Waynet: www.waynet.in.us

The Board viewed the pilot Waynet Web pages that Tim Broering developed and demonstrated. The pages meet, the Board believes, all the requirements of Access Indiana and ICNA. The Board unanimously and enthusiastically thanked Tim for his work.

David Fulton reminded the Board about the importance of fund raising and asked the Board to think about this issue for the next meeting. He indicated that he would be sending letters to the sponsoring members requesting payment of their annual dues.

The meeting adjourned at 7:00 PM with the next meeting scheduled for April 23 (the fourth Wednesday of the month) at 5:30. The meeting will be at Indiana University East.

Recorded by

Tom Kirk

Secretary, pro tem


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