The undersigned persons, over eighteen years old, acting as incorporators of a cooperative association under Article 55 of Title 7 of the Colorado Revised Statutes, as amended, adopts the following Articles of Incorporation.

ARTICLE I - Name

The name of the cooperative association is NORTHERN COLORADO INTERNET COOPERATIVE.

ARTICLE II - Purposes

The purposes of the business is to engage in any activities or services as allowed for cooperative associations by law. Such business shall not be carried on for profit but for the mutual benefit of all members.

In furtherance of the foregoing purposes, the cooperative association shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon cooperative associations organized under the laws of Colorado. In addition, it may do everything necessary, suitable or proper for the accomplishment of any of its cooperative association purposes, in Colorado or elsewhere.

ARTICLE III - Registered Office and Registered Agent

The address of the registered office of the nonprofit cooperative association in Colorado is 11 Old Town Square, Suite 200, Fort Collins, Colorado 80524, and the name of its registered agent at such address is Jamison D. Gulden.

ARTICLE IV - Cooperative Association Existence

The cooperative association shall have perpetual existence.

ARTICLE V - Board of Directors

A. The number of directors of this cooperative association shall be fixed in accordance with the by-laws, except in no event shall there be fewer than three (3) directors.

B. The directors shall be elected for a two year term.

ARTICLE VI - Membership

The number of memberships which the cooperative association shall have authority to issue is 100,000. The requirements for membership shall be pursuant to such uniform conditions as may be prescribed by the cooperative association's bylaws, and uniform rules and regulations established by the board of directors.

Each member shall have one and only one vote in the affairs of the cooperative.

The distribution of assets on dissolution, after repayment of all capital accounts to members of the cooperative association, shall be determined in the proportion to the total patronage of each member compared to the total patronage of all members over the lifetime of the cooperative association.

ARTICLE VII - Additional Provisions

The following provisions are inserted for the management of the business and for the conduct of the affairs of the cooperative association, and the same are in furtherance of and not in limitation of the powers conferred by law.

A. No contract or transaction between the cooperative association and one or more of its directors, or between the cooperative association and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for that reason or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes, approves, or ratifies the contract or transaction or solely because his or their votes are counted for such purpose if:

(i) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors, the committee and the board or committee in good faith authorizes, approves, or ratifies the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or

(ii) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically authorized, approved, or ratified in good faith by vote of the members; or

(iii) The contract or transaction was fair as to the cooperative association.

B. A director acting in his capacity as director for the cooperative association shall have no personal liability to the cooperative association or to its members for monetary damages for breach of fiduciary duty as a director; except the director shall remain liable for any breach of the director's duty of loyalty to the cooperative association or its members; acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law; or any transaction from which the director derived an improper personal benefit.

ARTICLE VIII - Cooperative Association Incorporator

The names and addresses of those five persons, all of whom are residents of Colorado, filing the articles of incorporation are:

Marc L. Baldo, 300 East Harmony #139, Fort Collins, Colorado 80525.
Jamison D. Gulden, 305 W. Magnolia St. #156, Fort Collins, Colorado 80521.
Larry Hower, 2000 S. College Ave, Suite 310, Fort Collins, Colorado 80525.
Dave McComb, 1 Old Town Square, Suite 700, Fort Collins, Colorado 80524.
Marc S. Seter, 907 Camelot Ct., Fort Collins, Colorado 80525.

Dated at Fort Collins, Colorado this 22 day of June, 1995.

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Marc L. Baldo

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Jamison D. Gulden

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Larry Hower

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Dave McComb

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Marc S. Seter