The following motions to amend the By-Laws of the National Capital FreeNet
were passed by a majority of directors present at the Board meeting of
1996-02-20. They are now being brought to the Annual General Meeting of
1996 to be voted on by the members. An affirmative vote of at least
two-thirds (2/3) of the votes cast is needed to sanction these amendments.
Each motion will be voted on separately. The modified part of each By-Law
is highlighted in CAPITAL LETTERS.

Richard Taylor, aa333, Secretary

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Motion:

I move that NCF amend By-Law 7 to read:

The property and business of the corporation shall be managed by a board
of a minimum of eight (8) directors to a maximum of fifteen (15) directors
of whom five (5) shall constitute a quorum.  Directors must be
individuals, 18 years of age or older, with power under law to contract. 
Directors must be members. FULL- OR PART-TIME STAFF OF THE
CORPORATION MAY NOT SERVE AS DIRECTORS.

Moved by Miranda Gray, ak717.  Seconded by Jessica Cohen, aa724

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Motion:

I move that NCF remove By-Law 8 from the By-laws of NCF.

[BY-LAW 8 CONCERNS THE INITIAL, PROVISIONAL DIRECTORS OF THE CORPORATION.]

Moved by Miranda Gray, ak717.  Seconded by Mike Mason, an956.

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I move that NCF amend By-Law 10 to read:

10.   The office of director shall be automatically vacated:
      a.   if a director has resigned their office by delivering a
           written resignation to the secretary of the corporation;
      b.   if a director is found by a court to be of unsound mind;
      c.   if a director becomes bankrupt or suspends payment or
           compounds with his creditors;
      d.   if at a special general meeting of members, a resolution is
           passed by two-thirds of the members present at the meeting
           that a director be removed from office; 
      e.   on death;
      f.   if a director misses all meetings of the board of directors,
           either in person or by other accepted communications
           facilities, for a period of three consecutive months or three
           consecutive meetings, whichever time period is longer.

AND that a new by-law be added after by-law 10 which reads:

Any vacancy on the board may be filled by appointment by a majority vote
of the board of directors UNTIL THE NEXT ANNUAL GENERAL MEETING. AT THAT
TIME, THE MEMBERS SHALL ELECT A DIRECTOR TO FILL THE REMAINING YEARS OF
THE TERM. THE CANDIDATE WITH THE MOST VOTES SHALL RECEIVE THE LONGEST
TERM UNTIL ALL THE POSITIONS ARE FILLED.

Moved by Miranda Gray, ak717.  Seconded by Pat Drummond, ad995.

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I move that NCF amend By-laws 22 to read:

22.   Officers shall be appointed by resolution of the board of
      directors at the THIRD meeting of the board of directors
      following the annual general meeting of members in which the 
      directors are elected.

Moved by Miranda Gray, ak717.  Seconded by Jessica Cohen, aa724.

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